Exhibit 10.9


EXECUTION COPY




 





$1,150,000,000



SENIOR INTERIM LOAN CREDIT AGREEMENT



among



CDRSVM ACQUISITION CO., INC.,

to be merged with and into

THE SERVICEMASTER COMPANY,

as the Borrower



THE SEVERAL LENDERS

FROM TIME TO TIME PARTY HERETO,


 JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,



and


 CITIGROUP GLOBAL MARKETS INC.,

as Syndication Agent,





Dated as of July 24, 2007






 CITIGROUP GLOBAL MARKETS INC.,

J.P. MORGAN SECURITIES INC.

BANC OF AMERICA SECURITIES LLC
 GOLDMAN SACHS CREDIT PARTNERS L.P. and
 MORGAN STANLEY SENIOR FUNDING, INC.,

as Joint Lead Arrangers and Joint Bookrunning Managers




 





















TABLE OF
CONTENTS


	
  

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1

  	
  DEFINITIONS

  	
   

  	
  2

  
	
  1.1

  	
  Defined Terms

  	
   

  	
  2

  
	
  1.2

  	
  Other Definitional Provisions

  	
   

  	
  48

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2

  	
  AMOUNT AND TERMS OF COMMITMENTS

  	
   

  	
  49

  
	
  2.1

  	
  Senior Interim Loans

  	
   

  	
  49

  
	
  2.2

  	
  Senior Interim Loan Notes

  	
   

  	
  49

  
	
  2.3

  	
  Procedure for Senior Interim Loan Borrowing

  	
   

  	
  50

  
	
  2.4

  	
  Record of Loans

  	
   

  	
  50

  
	
  2.5

  	
  Permanent Refinancing

  	
   

  	
  51

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3

  	
  GENERAL PROVISIONS

  	
   

  	
  53

  
	
  3.1

  	
  Interest Rates and Payment Dates

  	
   

  	
  53

  
	
  3.2

  	
  Reserved

  	
   

  	
  54

  
	
  3.3

  	
  Reserved

  	
   

  	
  54

  
	
  3.4

  	
  Optional and Mandatory Prepayments

  	
   

  	
  54

  
	
  3.5

  	
  Administrative Agent’s Fees; Other Fees

  	
   

  	
  56

  
	
  3.6

  	
  Computation of Interest and Fees

  	
   

  	
  56

  
	
  3.7

  	
  Inability to Determine Interest Rate

  	
   

  	
  56

  
	
  3.8

  	
  Pro Rata Treatment and Payments

  	
   

  	
  57

  
	
  3.9

  	
  Illegality

  	
   

  	
  58

  
	
  3.10

  	
  Requirements of Law

  	
   

  	
  58

  
	
  3.11

  	
  Taxes

  	
   

  	
  60

  
	
  3.12

  	
  Indemnity

  	
   

  	
  62

  
	
  3.13

  	
  Certain Rules Relating to the Payment of Additional
  Amounts

  	
   

  	
  63

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4

  	
  REPRESENTATIONS AND WARRANTIES

  	
   

  	
  64

  
	
  4.1

  	
  Financial Condition

  	
   

  	
  64

  
	
  4.2

  	
  No Change; Solvent

  	
   

  	
  65

  
	
  4.3

  	
  Corporate Existence; Compliance with Law

  	
   

  	
  65

  
	
  4.4

  	
  Corporate Power; Authorization; Enforceable
  Obligations

  	
   

  	
  65

  
	
  4.5

  	
  No Legal Bar

  	
   

  	
  66

  
	
  4.6

  	
  No Material Litigation

  	
   

  	
  66

  
	
  4.7

  	
  No Default

  	
   

  	
  66

  
	
  4.8

  	
  Ownership of Property; Liens

  	
   

  	
  66

  
	
  4.9

  	
  Intellectual Property

  	
   

  	
  66

  
	
  4.10

  	
  No Burdensome Restrictions

  	
   

  	
  67

  
	
  4.11

  	
  Taxes

  	
   

  	
  67

  
	
  4.12

  	
  Federal Regulations

  	
   

  	
  67

  
	
  4.13

  	
  ERISA

  	
   

  	
  67

  
	
  4.14

  	
  Investment Company Act; Other Regulations

  	
   

  	
  68

  
	
  4.15

  	
  Subsidiaries

  	
   

  	
  68

  
	
  4.16

  	
  Purpose of Senior Interim Loans

  	
   

  	
  68

  



 



 i
 









 


	
  

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  4.17

  	
  Environmental Matters

  	
   

  	
  68

  
	
  4.18

  	
  No Material Misstatements

  	
   

  	
  69

  
	
  4.19

  	
  Labor Matters

  	
   

  	
  70

  
	
  4.20

  	
  Insurance

  	
   

  	
  70

  
	
  4.21

  	
  Anti-Terrorism

  	
   

  	
  70

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5

  	
  CONDITIONS PRECEDENT

  	
   

  	
  70

  
	
  5.1

  	
  Conditions to Initial Extension of Credit

  	
   

  	
  70

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6

  	
  AFFIRMATIVE COVENANTS

  	
   

  	
  73

  
	
  6.1

  	
  Financial Statements

  	
   

  	
  73

  
	
  6.2

  	
  Future Subsidiary Guarantors

  	
   

  	
  75

  
	
  6.3

  	
  Release of Subsidiary Guarantees

  	
   

  	
  75

  
	
  6.4

  	
  Post-Closing Obligations

  	
   

  	
  76

  
	
  6.5

  	
  Statement as to Default

  	
   

  	
  76

  
	
  6.6

  	
  Notice of Default

  	
   

  	
  76

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7

  	
  NEGATIVE COVENANTS

  	
   

  	
  76

  
	
  7.1

  	
  Limitation on Indebtedness

  	
   

  	
  76

  
	
  7.2

  	
  Limitation on Liens

  	
   

  	
  80

  
	
  7.3

  	
  Limitation on Fundamental Changes

  	
   

  	
  81

  
	
  7.4

  	
  Limitation on Asset Dispositions; Proceeds from
  Asset Dispositions

  	
   

  	
  82

  
	
  7.5

  	
  Limitation on Dividends and Other Restricted
  Payments

  	
   

  	
  84

  
	
  7.6

  	
  Limitation on Transactions with Affiliates

  	
   

  	
  89

  
	
  7.7

  	
  Limitation on Restrictions on Distributions from
  Restricted Subsidiaries

  	
   

  	
  91

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8

  	
  EVENTS OF DEFAULT

  	
   

  	
  92

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9

  	
  THE AGENTS AND THE OTHER REPRESENTATIVES

  	
   

  	
  95

  
	
  9.1

  	
  Appointment

  	
   

  	
  95

  
	
  9.2

  	
  Delegation of Duties

  	
   

  	
  96

  
	
  9.3

  	
  Exculpatory Provisions

  	
   

  	
  96

  
	
  9.4

  	
  Reliance by the Administrative Agent

  	
   

  	
  96

  
	
  9.5

  	
  Notice of Default

  	
   

  	
  97

  
	
  9.6

  	
  Acknowledgements and Representations by Lenders

  	
   

  	
  97

  
	
  9.7

  	
  Indemnification

  	
   

  	
  98

  
	
  9.8

  	
  The Agents and Other Representatives in Their
  Individual Capacity

  	
   

  	
  98

  
	
  9.9

  	
  Successor Agent

  	
   

  	
  99

  
	
  9.10

  	
  Other Representatives

  	
   

  	
  99

  
	
  9.11

  	
  Withholding Tax

  	
   

  	
  99

  
	
  9.12

  	
  Approved Electronic Communications

  	
   

  	
  99

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10

  	
  MISCELLANEOUS

  	
   

  	
  100

  
	
  10.1

  	
  Amendments and Waivers

  	
   

  	
  100

  
	
  10.2

  	
  Notices

  	
   

  	
  102

  
	
  10.3

  	
  No Waiver; Cumulative Remedies

  	
   

  	
  103

  
	
  10.4

  	
  Survival of Representations and Warranties

  	
   

  	
  103

  



 



 ii
 









 


	
  

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  10.5

  	
  Payment of Expenses and Taxes

  	
   

  	
  103

  
	
  10.6

  	
  Successors and Assigns; Participations and
  Assignments

  	
   

  	
  105

  
	
  10.7

  	
  Adjustments; Set-off; Calculations; Computations

  	
   

  	
  109

  
	
  10.8

  	
  Judgment

  	
   

  	
  110

  
	
  10.9

  	
  Counterparts

  	
   

  	
  111

  
	
  10.10

  	
  Severability

  	
   

  	
  111

  
	
  10.11

  	
  Integration

  	
   

  	
  111

  
	
  10.12

  	
  GOVERNING LAW

  	
   

  	
  111

  
	
  10.13

  	
  Submission to Jurisdiction; Waivers

  	
   

  	
  111

  
	
  10.14

  	
  Acknowledgements

  	
   

  	
  112

  
	
  10.15

  	
  WAIVER OF JURY TRIAL

  	
   

  	
  112

  
	
  10.16

  	
  Confidentiality

  	
   

  	
  112

  
	
  10.17

  	
  USA Patriot Act Notice

  	
   

  	
  114

  



 



 iii
 









 


	
  SCHEDULES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  A

  	
  Senior Interim Loan Commitments and Addresses

  	
   

  	
   

  
	
  B

  	
  Existing Indebtedness

  	
   

  	
   

  
	
  4.4

  	
  Consents Required

  	
   

  	
   

  
	
  4.6

  	
  Litigation

  	
   

  	
   

  
	
  4.15

  	
  Subsidiaries

  	
   

  	
   

  
	
  4.17

  	
  Environmental Matters

  	
   

  	
   

  
	
  4.20

  	
  Insurance

  	
   

  	
   

  
	
  6.4

  	
  Post-Closing Obligations

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  A

  	
  Form of Senior Interim Loan Note

  	
   

  	
   

  
	
  B

  	
  Form of Guarantee Agreement

  	
   

  	
   

  
	
  C-1

  	
  Form of Opinion of Debevoise & Plimpton LLP,
  Special New York Counsel to the Loan Parties

  	
   

  	
   

  
	
  C-2

  	
  Form of Opinion of Richards, Layton & Finger
  P.A., Special Delaware Counsel to the Loan Parties

  	
   

  	
   

  
	
  D

  	
  Form of U.S. Tax Compliance Certificate

  	
   

  	
   

  
	
  E

  	
  Form of Assignment and Acceptance

  	
   

  	
   

  
	
  F

  	
  Form of Officer’s Certificate

  	
   

  	
   

  
	
  G

  	
  Form of Secretary’s Certificate

  	
   

  	
   

  
	
  H

  	
  Form of Senior Refinancing Indenture

  	
   

  	
   

  
	
  I

  	
  Form of Senior Refinancing Registration Rights
  Agreement

  	
   

  	
   

  



 



 iv















CREDIT AGREEMENT, dated as of July 24, 2007, among
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 hereunder (including The ServiceMaster Company as a
result of the Merger) as provided herein, the “Borrower”), the several
banks and other financial institutions from time to time party to this Agreement
(as further defined in subsection 1.1, the “Lenders”), JPMORGAN CHASE
BANK, N.A., as administrative agent for the Lenders hereunder (in such
capacity, the “Administrative Agent”), CITIGROUP GLOBAL MARKETS INC., as syndication agent (in such
capacity, the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A.,
CITIGROUP GLOBAL MARKETS INC., BANC OF AMERICA SECURITIES LLC, GOLDMAN SACHS
CREDIT PARTNERS L.P. and MORGAN STANLEY SENIOR FUNDING, INC., as
co-documentation agents (in such capacity, the “Co-Documentation Agents”).


The parties hereto hereby agree as follows:


W I T N E S S E T H:


WHEREAS, CDRSVM Topco, Inc., a Delaware corporation (“Holding
Parent”), and Acquisition Co., each newly formed companies organized by
Clayton, Dubilier & Rice, Inc. or its Affiliates, entered into an Agreement
and Plan of Merger with The ServiceMaster Company, a Delaware corporation (“ServiceMaster”),
dated March 18, 2007 (the “Merger Agreement”), pursuant to which
Acquisition Co. has agreed to merge with and into ServiceMaster, with
ServiceMaster as the surviving corporation (the “Merger”);


WHEREAS, on the Closing Date the Sponsors (as defined
below) will make equity contributions of $1,431.1 million (the “Equity
Contribution”) to Holding Parent, Holding Parent will make an equity
contribution of the same amount to CDRSVM Investment Holding, Inc., a Delaware
corporation (“Investment Holding”), Investment Holding will make an
equity contribution of the same amount to CDRSVM Holding, Inc., a Delaware
corporation (“Holding”), and Holding will make an equity contribution of
the same amount to Acquisition Co.;


WHEREAS, on the Closing Date, the Borrower will enter
into the Term Loan Credit Agreement (as defined below) providing for (i) term
loans in an aggregate principal amount of $2,650.0 million and (ii) a
pre-funded letter of credit facility in an aggregate principal amount of $150.0
million;


WHEREAS, on the Closing Date, following the Merger,
ServiceMaster and certain of its Subsidiaries will enter into the Revolving
Credit Agreement (as defined below), pursuant to which ServiceMaster and
certain of its Subsidiaries will obtain commitments from lenders in respect of
senior secured revolving loans in an aggregate principal amount at any time
outstanding of up to $500.0 million; and


WHEREAS, in order to (i) fund (in part) the
Transactions (as defined below), (ii) refinance certain existing
indebtedness and (iii) pay certain fees, costs and expenses related to the
Transactions, the Borrower has requested that the Lenders extend credit in the
form of













Senior Interim Loans (as defined below) on the Closing
Date in an aggregate principal amount up to $1,150.0 million, as provided
for herein.


NOW, THEREFORE, in consideration of the premises and
the mutual agreements contained herein, the parties hereto agree as follows:


SECTION 1               DEFINITIONS.


1.1           Defined
Terms.  As used in this Agreement,
the following terms shall have the following meanings:


“ABR”: 
for any day, a rate per annum (rounded upwards, if necessary, to the
next 1/100 of 1%) equal to the greater of (a) the Prime Rate in effect on
such day and (b) the Federal Funds Effective Rate in effect on such day plus
1/2 of 1%.  “Prime Rate” shall
mean the rate of interest per annum publicly announced from time to time by
JPMorgan Chase Bank, N.A. (or another bank of recognized standing reasonably
selected by the Administrative Agent and reasonably satisfactory to the
Borrower) as its prime rate in effect at its principal office in New York City
(the Prime Rate not being intended to be the lowest rate of interest charged by
JPMorgan Chase Bank, N.A. or such other bank in connection with extensions of
credit to debtors).  “Federal Funds Effective
Rate” shall mean, for any day, the weighted average of the rates on
overnight federal funds transactions with members of the Federal Reserve System
arranged by federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve of New York, or, if such rate is not so published
for any day which is a Business Day, the average of the quotations for the day
of such transactions received by the Administrative Agent from three federal
funds brokers of recognized standing selected by it.  Any change in the ABR due to a change in the
Prime Rate or the Federal Funds Effective Rate shall be effective as of the
opening of business on the effective day of such change in the Prime Rate or
the Federal Funds Effective Rate, respectively.


“ABR Loans”: 
Loans the rate of interest applicable to which is based upon the ABR.


“Acquired Indebtedness”:  Indebtedness of a Person (i) existing at
the time such Person becomes a Subsidiary or (ii) assumed in connection
with the acquisition of assets from such Person, in each case other than
Indebtedness Incurred in connection with, or in contemplation of, such Person
becoming a Subsidiary or such acquisition. 
Acquired Indebtedness shall be deemed to be Incurred on the date of the
related acquisition of assets from any Person or the date the acquired Person
becomes a Subsidiary.


“Acquisition Co.”:  as defined in the Preamble hereto.


“Additional Assets”:  (i) any property or assets that replace
the property or assets that are the subject of an Asset Disposition;
(ii) any property or assets (other than Indebtedness and Capital Stock)
used or to be used by the Borrower or a Restricted Subsidiary or otherwise
useful in a Related Business (including any capital expenditures on any
property or assets already so used); (iii) the Capital Stock of a Person
that is engaged in a Related Business and becomes a Restricted Subsidiary as a
result of the acquisition of such Capital Stock by the



 2
 









Borrower or another Restricted Subsidiary; or
(iv) Capital Stock of any Person that at such time is a Restricted Subsidiary
acquired from a third party.


“Administrative Agent”:  as defined in the Preamble hereto and shall
include any successor to the Administrative Agent appointed pursuant to
subsection 9.9.


“Affected Loans”:  as defined in subsection 3.9.


“Affected Rate”:  as defined in subsection 3.7.


“Affiliate”: 
with respect to any specified Person, any other Person, directly or indirectly,
controlling or controlled by or under direct or indirect common control with
such specified Person.  For the purposes
of this definition, “control” when used with respect to any Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.


“Affiliate Transaction”:  as defined in subsection 7.6.


“Agents”: 
the collective reference to the Administrative Agent, the Syndication
Agent and the Co-Documentation Agents.


“Agreement”: 
this Credit Agreement, as amended, supplemented, waived or otherwise
modified from time to time.


“Amendment”: 
as defined in subsection 7.7.


“Applicable Margin”:  (i) with respect to ABR Loans, 3.50% per
annum and (ii) with respect to Eurocurrency Loans, 4.50% per annum.  If the Senior Interim Loans are not repaid in
whole within the six-month period following the Closing Date, the Applicable
Margin will increase by 0.50% per annum at the end of such six-month period and shall increase by an additional 0.50%
per annum at the end of each three-month period thereafter until, but
excluding, the Senior Interim Loan Maturity Date, provided, however,  that such interest rate (excluding
the effect of the PIK Margin and the effect of any increase in interest rate
pursuant to subsection 3.1(c)) shall not exceed the Senior Interim Loan Fixed
Rate.


“Approved Electronic
Communications”:  each notice,
demand, communication, information, document and other material that any Loan
Party is obligated to, or otherwise chooses to, provide to the Administrative
Agent pursuant to any Loan Document or the transactions contemplated therein,
including (a) any supplement, joinder or amendment and any other written
communication delivered or required to be delivered in respect of any Loan
Document or the transactions contemplated therein and (b) any financial
statement, financial and other report, notice, request, certificate and other
information material; provided that “Approved Electronic Communications” shall exclude (i) any
notice pursuant to subsection 3.4
and (ii) all notices of any Default.


“Approved Electronic Platform”:  as defined in subsection 9.12.



 3
 









“Approved Fund”:  as defined in subsection 10.6(b).


“Asset Disposition”:  any sale, lease, transfer or other
disposition of shares of Capital Stock of a Restricted Subsidiary (other than
directors’ qualifying shares, or (in the case of a Foreign Subsidiary) to the
extent required by applicable law), property or other assets (each referred to
for the purposes of this definition as a “disposition”) by the Borrower or any
of its Restricted Subsidiaries (including any disposition by means of a merger,
consolidation or similar transaction), other  than (i) a
disposition to the Borrower or a Restricted Subsidiary, (ii) a disposition
in the ordinary course of business, (iii) a disposition of Cash
Equivalents, Investment Grade Securities or Temporary Cash Investments,
(iv) the sale or discount (with or without recourse, and on customary or
commercially reasonable terms) of accounts receivable or notes receivable
arising in the ordinary course of business, or the conversion or exchange of
accounts receivable for notes receivable, (v) any Restricted Payment
Transaction, (vi) a disposition that is governed by the provisions of subsection
7.3, (vii) any Financing Disposition, (viii) any “fee in lieu” or
other disposition of assets to any governmental authority or agency that
continue in use by the Borrower or any Restricted Subsidiary, so long as the
Borrower or any Restricted Subsidiary may obtain title to such assets upon
reasonable notice by paying a nominal fee, (ix) any exchange of property
pursuant to or intended to qualify under Section 1031 (or any successor section)
of the Code, or any exchange of equipment to be leased, rented or otherwise
used in a Related Business, (x) any financing transaction with respect to
property built or acquired by the Borrower or any Restricted Subsidiary after
the Closing Date, including without limitation any sale/leaseback transaction
or asset securitization, (xi) any disposition arising from foreclosure,
condemnation or similar action with respect to any property or other assets, or
exercise of termination rights under any lease, license, concession or other
agreement, or pursuant to buy/sell arrangements under any joint venture or
similar agreement or arrangement, (xii) any disposition of Capital Stock,
Indebtedness or other securities of an Unrestricted Subsidiary, (xiii) a
disposition of Capital Stock of a Restricted Subsidiary pursuant to an
agreement or other obligation with or to a Person (other than the Borrower or a
Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or
from whom such Restricted Subsidiary acquired its business and assets (having
been newly formed in connection with such acquisition), entered into in
connection with such acquisition, (xiv) a disposition of not more than 5%
of the outstanding Capital Stock of a Foreign Subsidiary that has been approved
by the Board of Directors, (xv) any disposition or series of related
dispositions for aggregate consideration not to exceed $30.0 million, (xvi) any
Exempt Sale and Leaseback Transaction or (xvii) the abandonment or other disposition
of  patents, trademarks or other
intellectual property that are, in the reasonable judgment of the Borrower, no
longer economically practicable to maintain or useful in the conduct of the
business of the Borrower and its Subsidiaries taken as a whole.


“Assignee”: 
as defined in subsection 10.6(b).


“Assignment and Acceptance”:  an Assignment and Acceptance, substantially
in the form of Exhibit E.


“Bank Indebtedness”:  any and all amounts, whether outstanding on
the Closing Date or thereafter incurred, payable under or in respect of any
Credit Facility,  including without
limitation any principal, premium, interest (including interest accruing on or
after the filing of



 4
 









any petition in bankruptcy or for reorganization
relating to the Borrower or any Restricted Subsidiary, whether or not a claim
for post-filing interest is allowed in such proceedings), fees, charges,
expenses, reimbursement obligations, guarantees, other monetary obligations of
any nature and all other amounts payable thereunder or in respect thereof.


“Bankruptcy Law”:  Title 11, United States Code, or any similar
Federal, state or foreign law for the relief of debtors.


“BAS”:  Banc of America Securities LLC.


“Benefited Lender”:  as defined in subsection 10.7(a).


“Board”: 
the Board of Governors of the Federal Reserve System.


“Board of Directors”:  for any Person, the board of directors or
other governing body of such Person or, if such Person does not have such a
board of directors or other governing body and is owned or managed by a single
entity, the Board of Directors of such entity, or, in either case, any
committee thereof duly authorized to act on behalf of such Board of
Directors.  Unless otherwise provided, “Board
of Directors” means the Board of Directors of the Borrower.


“Borrower”: 
as defined in the Preamble hereto.


“Borrowing Date”:  any Business Day specified in a notice
pursuant to subsection 2.3 as a date on which the Borrower requests the Lenders
to make Loans hereunder.


“Business Day”: 
a day other than a Saturday, Sunday or other day on which commercial
banking institutions are authorized or required by law to close in New York
City, except that, when used in connection with a Eurocurrency Loan, “Business
Day” shall mean any Business Day on which dealings in Dollars between banks may
be carried on in London, England and New York, New York.


“Capital Markets Securities”:  bonds, debentures, notes or other similar
debt securities of the Borrower or any Subsidiary Guarantor (other than the
Senior Notes).


“Capital Stock”:  of any Person means any and all shares of,
rights to purchase, warrants or options for, or other equivalents of or
interests in (however designated) equity of such Person, including any
Preferred Stock, but excluding any debt securities convertible into such
equity.


“Capitalized Lease Obligation”:  an obligation that is required to be
classified and accounted for as a capitalized lease for financial reporting
purposes in accordance with GAAP.  The
Stated Maturity of any Capitalized Lease Obligation shall be the date of the
last payment of rent or any other amount due under the related lease.


“Captive Insurance Subsidiary”:  any of (a) Steward Insurance Company, a Vermont
corporation, and any successor in interest thereto, so long as such Person
either (x) satisfies the requirements of clause (c) below or (y) does
not enter into any new insurance policies after the Closing Date insuring risks
of any Persons other than the Borrower and its



 5
 









Subsidiaries, (b) any Subsidiary of any Captive Insurance
Subsidiary referred to in clause (a) above and (c) any Subsidiary of the
Borrower that is subject to regulation as an insurance company (or any Subsidiary
thereof).


“Cash Equivalents”:  any of the following:  (a) money, (b) securities issued or
fully guaranteed or insured by the United States of America or a member state
of The European Union or any agency or instrumentality of any thereof,
(c) time deposits, certificates of deposit or bankers’ acceptances of
(i) any lender under a Senior Credit Facility or any affiliate thereof or
(ii) any commercial bank having capital and surplus in excess of
$500,000,000 and the commercial paper of the holding company of which is rated
at least A-2 or the equivalent thereof by S&P or at least P-2 or the
equivalent thereof by Moody’s (or if at such time neither is issuing ratings,
then a comparable rating of another nationally recognized rating agency),
(d) money market instruments, commercial paper or other short-term obligations
rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the
equivalent thereof by Moody’s (or if at such time neither is issuing ratings,
then a comparable rating of another nationally recognized rating agency),
(e) investments in money market funds subject to the risk limiting
conditions of Rule 2a-7 or any successor rule of the SEC under the
Investment Company Act of 1940, as amended and (f) investments similar to
any of the foregoing denominated in foreign currencies approved by the Board of
Directors.


“Cash Interest”:  as defined in subsection 3.1(a).


“CD&R”: 
Clayton, Dubilier & Rice, Inc.


“CD&R Investors”:  collectively, (i) Clayton, Dubilier
& Rice Fund VII, L.P., or any legal successor thereto, (ii) Clayton,
Dubilier & Rice Fund VII (Co-Investment), L.P., or any legal successor
thereto, (iii) CDR SVM Co-Investor L.P., or any legal successor
thereto, (iv) CD&R Parallel Fund VII, L.P., or any legal successor
thereto, and (v) any Affiliate of any CD&R Investor.


“CGMI”: 
Citigroup Global Markets Inc. in
its individual capacity, and any successor corporation thereto by merger,
consolidation or otherwise.


“Change in Law”:  as defined in subsection 3.11(a).


“Change of Control”:


(i)            any “person” (as such term is used
in Sections 13(d) and 14(d) of the Exchange Act), other than one or more
Permitted Holders or a Parent, becomes the “beneficial owner” (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more
than 50% of the total voting power of the Voting Stock of the Borrower, provided that (x) so long as
the Borrower is a Subsidiary of any Parent, no “person” shall be deemed to be
or become a “beneficial owner” of more than 50% of the total voting power of
the Voting Stock of the Borrower unless such “person” shall be or become a “beneficial
owner” of more than 50% of the total voting power of the Voting Stock of such
Parent and (y) any Voting Stock of which any
Permitted Holder is the “beneficial owner” shall not in any case be included in
any Voting Stock of which any such “person” is the “beneficial owner”; or



 6
 









(ii)           the Borrower merges or consolidates
with or into, or sells or transfers (in one or a series of related
transactions) all or substantially all of the assets of the Borrower and its
Restricted Subsidiaries to, another Person (other than one or more Permitted
Holders) and any “person” (as defined in clause (i) above), other than one or
more Permitted Holders or any Parent, is or becomes the “beneficial owner” (as
so defined), directly or indirectly, of more than 50% of the total voting power
of the Voting Stock of the surviving Person in such merger or consolidation, or
the transferee Person in such sale or transfer of assets, as the case may be,
provided that (x) so long as such surviving or
transferee Person is a Subsidiary of a parent Person, no “person” shall be
deemed to be or become a “beneficial owner” of more than 50% of the total
voting power of the Voting Stock of such surviving or transferee Person unless
such “person” shall be or become a “beneficial owner” of more than 50% of the
total voting power of the Voting Stock of such parent Person and (y) any Voting Stock of which any Permitted Holder is the “beneficial
owner” shall not in any case be included in any Voting Stock of which any such “person”
is the beneficial owner.


Notwithstanding anything to the contrary in the
foregoing, the Transactions shall not constitute or give rise to a “Change of
Control.”


“Closing Date”: 
the date on which all the conditions precedent set forth in subsection 5.1
shall be satisfied or waived.


“Co-Documentation Agents”:  as defined in the Preamble hereto.


“Code”: 
the Internal Revenue Code of 1986, as amended.


“Committed Lenders”:  CGMI, JPMCB, Banc of America Bridge LLC, GSCP
and Morgan Stanley.


“Commodities Agreement”:  in respect of a Person, any commodity futures
contract, forward contract, option or similar agreement or arrangement
(including derivative agreements or arrangements), as to which such Person is a
party or beneficiary.


“Commonly Controlled Entity”:  an entity, whether or not incorporated, which
is under common control with the Borrower within the meaning of
Section 4001 of ERISA or is part of a group which includes the Borrower
and which is treated as a single employer under Section 414(b) or (c) of
the Code or, solely for purposes of Section 302 of ERISA and Section 412
of the Code, is treated as a single employer under Sections 414(m) and (o)
of the Code.


“Conduit Lender”:  any special purpose corporation organized and
administered by any Lender for the purpose of making Loans otherwise required
to be made by such Lender and designated by such Lender in a written instrument
delivered to the Administrative Agent (a copy of which shall be provided by the
Administrative Agent to the Borrower on request); provided that the
designation by any Lender of a Conduit Lender shall not relieve the designating
Lender of any of its obligations under this Agreement, including its obligation
to fund a Loan if, for any reason, its Conduit Lender fails to fund any such
Loan, and the designating Lender (and not the Conduit Lender) shall have the
sole right and responsibility to deliver all consents and



 7
 









waivers required or requested under this Agreement
with respect to its Conduit Lender, and provided, further, that
no Conduit Lender shall (a) be entitled to receive any greater amount
pursuant to any provision of this Agreement, including without limitation subsection 3.10,
3.11, 3.12 or 10.5, than the designating Lender would have been entitled to
receive in respect of the extensions of credit made by such Conduit Lender if
such designating Lender had not designated such Conduit Lender hereunder,
(b) be deemed to have any Senior Interim Loan Commitment or (c) be
designated if such designation would otherwise increase the costs of any
Facility to the Borrower.


“Consolidated Coverage Ratio”:  as of any date of determination, the ratio of
(i) the aggregate amount of Consolidated EBITDA for the period of the most
recent four consecutive fiscal quarters ending prior to the date of such
determination for which consolidated financial statements of the Borrower are
available, to (ii) Consolidated Interest Expense for such four fiscal
quarters (in each of the foregoing clauses (i) and (ii), determined for
each fiscal quarter (or portion thereof) of the four fiscal quarters ending
prior to the Closing Date, on a pro forma basis to give effect to the Merger as
if it had occurred at the beginning of such four-quarter period); provided
that


(i)            if
since the beginning of such period the Borrower or any Restricted Subsidiary
has Incurred any Indebtedness that remains outstanding on such date of determination
or if the transaction giving rise to the need to calculate the Consolidated
Coverage Ratio is an Incurrence of Indebtedness, Consolidated EBITDA and
Consolidated Interest Expense for such period shall be calculated after giving
effect on a pro forma basis to such Indebtedness as if such Indebtedness had
been Incurred on the first day of such period (except that in making such
computation, the amount of Indebtedness under any revolving credit facility
outstanding on the date of such calculation shall be computed based on
(A) the average daily balance of such Indebtedness during such four fiscal
quarters or such shorter period for which such facility was outstanding or
(B) if such facility was created after the end of such four fiscal
quarters, the average daily balance of such Indebtedness during the period from
the date of creation of such facility to the date of such calculation),


(ii)           if
since the beginning of such period the Borrower or any Restricted Subsidiary
has repaid, repurchased, redeemed, defeased or otherwise acquired, retired or
discharged any Indebtedness that is no longer outstanding on such date of determination
(each, a “Discharge”) or if the transaction giving rise to the need to
calculate the Consolidated Coverage Ratio involves a Discharge of Indebtedness
(in each case other than Indebtedness Incurred under any revolving credit
facility unless such Indebtedness has been permanently repaid), Consolidated
EBITDA and Consolidated Interest Expense for such period shall be calculated
after giving effect on a pro forma basis to such Discharge of such
Indebtedness, including with the proceeds of such new Indebtedness, as if such
Discharge had occurred on the first day of such period,


(iii)          if
since the beginning of such period the Borrower or any Restricted Subsidiary
shall have disposed of any company, any business or any group of assets constituting
an operating unit of a business (any such disposition, a “Sale”), the
Consolidated EBITDA for such period shall be reduced by an amount equal to the



 8
 









Consolidated EBITDA (if
positive) attributable to the assets that are the subject of such Sale for such
period or increased by an amount equal to the Consolidated EBITDA (if negative)
attributable thereto for such period and Consolidated Interest Expense for such
period shall be reduced by an amount equal to (A) the Consolidated
Interest Expense attributable to any Indebtedness of the Borrower or any
Restricted Subsidiary repaid, repurchased, redeemed, defeased or otherwise
acquired, retired or discharged with respect to the Borrower and its continuing
Restricted Subsidiaries in connection with such Sale for such period (including
but not limited to through the assumption of such Indebtedness by another
Person) plus (B) if the Capital Stock of any Restricted Subsidiary
is sold, the Consolidated Interest Expense for such period attributable to the
Indebtedness of such Restricted Subsidiary to the extent the Borrower and its
continuing Restricted Subsidiaries are no longer liable for such Indebtedness
after such Sale,


(iv)          if
since the beginning of such period the Borrower or any Restricted Subsidiary
(by merger, consolidation or otherwise) shall have made an Investment in any
Person that thereby becomes a Restricted Subsidiary, or otherwise acquired any
company, any business or any group of assets constituting an operating unit of
a business, including any such Investment or acquisition occurring in
connection with a transaction causing a calculation to be made hereunder (any
such Investment or acquisition, a “Purchase”), Consolidated EBITDA and
Consolidated Interest Expense for such period shall be calculated after giving
pro forma effect thereto (including the Incurrence of any related Indebtedness)
as if such Purchase occurred on the first day of such period, and


(v)           if
since the beginning of such period any Person became a Restricted Subsidiary or
was merged or consolidated with or into the Borrower or any Restricted Subsidiary,
and since the beginning of such period such Person shall have Discharged any
Indebtedness or made any Sale or Purchase that would have required an
adjustment pursuant to clause (ii), (iii) or (iv) above if made by the
Borrower or a Restricted Subsidiary since the beginning of such period,
Consolidated EBITDA and Consolidated Interest Expense for such period shall be
calculated after giving pro forma effect thereto as if such Discharge, Sale or
Purchase occurred on the first day of such period.


For purposes of this definition, whenever pro forma
effect is to be given to any Sale, Purchase or other transaction, or the amount
of income or earnings relating thereto and the amount of Consolidated Interest
Expense associated with any Indebtedness Incurred or repaid, repurchased,
redeemed, defeased or otherwise acquired, retired or discharged in connection
therewith, the pro forma calculations in respect thereof (including without
limitation in respect of anticipated cost savings or synergies relating to any
such Sale, Purchase or other transaction) shall be as determined in good faith
by the Chief Financial Officer or another Responsible Officer of the
Borrower.  If any Indebtedness bears a
floating rate of interest and is being given pro forma effect, the interest
expense on such Indebtedness shall be calculated as if the rate in effect on
the date of determination had been the applicable rate for the entire period
(taking into account any Interest Rate Agreement applicable to such
Indebtedness).  If any Indebtedness
bears, at the option of the Borrower or a Restricted Subsidiary, a rate of
interest based on a prime or similar rate, a eurocurrency interbank offered
rate or other fixed or floating rate, and such Indebtedness is being given pro
forma effect, the interest expense on such Indebtedness shall be calculated by
applying such optional rate as the Borrower or such Restricted Subsidiary may



 9
 









designate.  If
any Indebtedness that is being given pro forma effect was Incurred under a
revolving credit facility, the interest expense on such Indebtedness shall be
computed based upon the average daily balance of such Indebtedness during the
applicable period.  Interest on a
Capitalized Lease Obligation shall be deemed to accrue at an interest rate
determined in good faith by a responsible financial or accounting officer of
the Borrower to be the rate of interest implicit in such Capitalized Lease
Obligation in accordance with GAAP.


“Consolidated EBITDA”:  for any period, the Consolidated Net Income
for such period, plus the following to the extent deducted in
calculating such Consolidated Net Income, without duplication:  (i) provision for all taxes (whether or
not paid, estimated or accrued) based on income, profits or capital (including
penalties and interest, if any), (ii) Consolidated Interest Expense, all
items excluded from the definition of Consolidated Interest Expense pursuant to
clause (iii) thereof (other than Special Purpose Financing Expense), any
Special Purpose Financing Fees and (for purposes of the Consolidated Total Leverage
Ratio) any Special Purpose Financing Expense, (iii) depreciation,
amortization (including but not limited to amortization of goodwill and
intangibles and amortization and write-off of financing costs) and all other
non-cash charges or non-cash losses, (iv) any expenses or charges related
to any Equity Offering, Investment or Indebtedness permitted by this Agreement
(whether or not consummated or incurred, and including any sale of Capital
Stock to the extent the proceeds thereof were intended to be contributed to the
equity capital of the Borrower or any of its Restricted Subsidiaries),
(v) the amount of any minority interest expense, (vi) any management,
monitoring, consulting and advisory fees and related expenses paid to any of
CD&R or any of its Affiliates, (vii) interest
and investment income, (viii) the
amount of net cost savings projected by the Borrower in good faith to be realized
as a result of actions taken or to be taken (calculated on a pro forma basis as though such cost
savings had been realized on the first day of such period), net of the amount
of actual benefits realized during such period from such actions; provided  that
(x) such cost savings are reasonably identifiable and factually
supportable, (y) such actions have been taken or are to be taken within 12
months after the date of determination to take such action and (z) the
aggregate amount of cost savings added pursuant to this clause (viii) shall not exceed
$35.0 million for any four consecutive quarter period (which adjustments
may be incremental to (but not duplicative of) pro forma adjustments made pursuant to the proviso to the
definition of “Consolidated Coverage Ratio,” or “Consolidated Total Leverage
Ratio”), (ix) the amount of loss on any Financing Disposition, and (x) any costs or expenses
pursuant to any management or employee stock option or other equity-related
plan, program or arrangement, or other benefit plan, program or arrangement, or
any stock subscription or shareholder agreement, to the extent funded with cash
proceeds contributed to the capital of the Borrower or an issuance of Capital
Stock of the Borrower (other than Disqualified Stock) and excluded from the
calculation set forth in subsection 7.5(a)(iii).


“Consolidated Interest Expense”:  for any period,


(i)            the
total interest expense of the Borrower and its Restricted Subsidiaries to the
extent deducted in calculating Consolidated Net Income, net of any interest
income of the Borrower and its Restricted Subsidiaries, including without
limitation any such interest expense consisting of (a) interest expense
attributable to Capitalized Lease Obligations, (b) amortization of debt
discount, (c) interest in respect of Indebtedness of any other Person that
has been Guaranteed by the Borrower or any Restricted Subsidiary,



 10
 









but only to the extent
that such interest is actually paid by the Borrower or any Restricted
Subsidiary, (d) non-cash interest expense (including any amortization
during such period of any capitalized interest), (e) the interest portion
of any deferred payment obligation and (f) commissions, discounts and
other fees and charges owed with respect to letters of credit and bankers’
acceptance financing, plus


(ii)           Preferred
Stock dividends paid in cash in respect of Disqualified Stock of the Borrower
held by Persons other than the Borrower or a Restricted Subsidiary, minus


(iii)          to
the extent otherwise included in such interest expense referred to in
clause (i) above, amortization or write-off of financing costs, Special
Purpose Financing Expense, accretion or accrual of discounted liabilities not
constituting Indebtedness, expense resulting from discounting of Indebtedness
in conjunction with recapitalization or purchase accounting, and any “additional
interest” in respect of registration rights arrangements for any securities,


in each case under clauses (i) through (iii) as
determined on a Consolidated basis in accordance with GAAP; provided
that gross interest expense shall be determined after giving effect to any net
payments made or received by the Borrower and its Restricted Subsidiaries with
respect to Interest Rate Agreements.


“Consolidated Net Income”:  for any period, the net income (loss) of the
Borrower and its Restricted Subsidiaries, determined on a Consolidated basis in
accordance with GAAP and before any reduction in respect of Preferred Stock
dividends; provided that there shall not be included in such Consolidated
Net Income:


(i)            any
net income (loss) of any Person that is not the Borrower or a Restricted
Subsidiary, except that the Borrower’s equity in the net income of any such
Person for such period shall be included in such Consolidated Net Income up to
the aggregate amount actually distributed by such Person during such period to
the Borrower or a Restricted Subsidiary as a dividend or other distribution (subject,
in the case of a dividend or other distribution to a Restricted Subsidiary, to
the limitations contained in clause (ii) below),


(ii)           solely
for purposes of determining the amount available for Restricted Payments under
subsection 7.5(a)(iii)(A), any net income (loss) of any Restricted
Subsidiary that is not a Subsidiary Guarantor if such Restricted Subsidiary is
subject to restrictions, directly or indirectly, on the payment of dividends or
the making of similar distributions by such Restricted Subsidiary, directly or
indirectly, to the Borrower by operation of the terms of such Restricted
Subsidiary’s charter or any agreement, instrument, judgment, decree, order,
statute or governmental rule or regulation applicable to such Restricted
Subsidiary or its stockholders (other than (x) restrictions that have been
waived or otherwise released, (y) restrictions pursuant to the Loan
Documents and (z) restrictions in effect on the Closing Date with respect
to a Restricted Subsidiary and other restrictions with respect to such
Restricted Subsidiary that taken as a whole are not materially less favorable
to the Lenders than such restrictions in effect on the Closing Date), except
that the Borrower’s equity in the net income of any such Restricted



 11
 









Subsidiary for such
period shall be included in such Consolidated Net Income up to the aggregate
amount of any dividend or distribution that was or that could have been made by
such Restricted Subsidiary during such period to the Borrower or another Restricted
Subsidiary (subject, in the case of a dividend that could have been made to
another Restricted Subsidiary, to the limitation contained in this clause),


(iii)          any
gain or loss realized upon (x) the sale, abandonment or other disposition
of any asset of the Borrower or any Restricted Subsidiary (including pursuant
to any sale/leaseback transaction) that is not sold, abandoned or otherwise
disposed of in the ordinary course of business (as determined in good faith by
the Board of Directors) or (y) the disposal, abandonment or
discontinuation of operations of the Borrower or any Restricted Subsidiary, and
any income (loss) from disposed, abandoned or discontinued operations,


(iv)          any
item classified as an extraordinary, unusual or nonrecurring gain, loss or
charge (including fees, expenses and charges associated with the Transactions
and any acquisition, merger or consolidation after the Closing Date),


(v)           the
cumulative effect of a change in accounting principles,


(vi)          all
deferred financing costs written off and premiums paid in connection with any
early extinguishment of Indebtedness or Hedging Obligations or other derivative
instruments,


(vii)         any
unrealized gains or losses in respect of Currency Agreements,


(viii)        any
unrealized foreign currency transaction gains or losses in respect of
Indebtedness of any Person denominated in a currency other than the functional
currency of such Person,


(ix)           any
non-cash compensation charge arising from any grant of stock, stock options or
other equity based awards,


(x)            to
the extent otherwise included in Consolidated Net Income, any unrealized
foreign currency translation or transaction gains or losses in respect of
Indebtedness or other obligations of the Borrower or any Restricted Subsidiary
owing to the Borrower or any Restricted Subsidiary,


(xi)           any
non-cash charge, expense or other impact attributable to application of the
purchase or recapitalization method of accounting (including the total amount
of depreciation and amortization, cost of sales or other non-cash expense
resulting from the write-up of assets to the extent resulting from such purchase
accounting adjustments),


(xii)          any
impairment charge or asset write-off, including any charge or write-off related
to intangible assets, long-lived assets or investments in debt and equity securities,
and any amortization of intangibles,



 12
 









(xiii)         any
fees and expenses (or amortization thereof), and any charges or costs, in connection
with any acquisition, Investment, Asset Disposition, issuance of Capital Stock,
issuance, repayment or refinancing of Indebtedness, or amendment or modification
of any agreement or instrument relating to any Indebtedness (in each case,
whether or not completed, and including any such transactions consummated prior
to the Closing Date),


(xiv)        any
accruals and reserves established or adjusted within twelve months after the
Closing Date that are established as a result of the Transactions, and any
changes as a result of adoption or modification of accounting policies, and


(xv)         to
the extent covered by insurance and actually reimbursed (or the Borrower has
determined that there exists reasonable evidence that such amount will be reimbursed
by the insurer and such amount is not denied by the applicable insurer in writing
within 180 days and is reimbursed within 365 days of the date of such evidence
(with a deduction in any future calculation of Consolidated Net Income for any
amount so added back to the extent not so reimbursed within such 365 day
period)), any expenses with respect to liability or casualty events or business
interruption.


Notwithstanding the foregoing, for the purpose of
subsection 7.5(a)(iii)(A) only, there shall be excluded from Consolidated
Net Income, without duplication, any income consisting of dividends, repayments
of loans or advances or other transfers of assets from Unrestricted
Subsidiaries to the Borrower or a Restricted Subsidiary, and any income
consisting of return of capital, repayment or other proceeds from dispositions
or repayments of Investments consisting of Restricted Payments, in each case to
the extent such income would be included in Consolidated Net Income and such
related dividends, repayments, transfers, return of capital or other proceeds
are applied by the Borrower to increase the amount of Restricted Payments
permitted under such covenant pursuant to subsection 7.5(a)(iii)(C) or
(D).


In addition, for purposes of
subsection 7.5(a)(iii)(A), Consolidated Net Income for any period ending
on or prior to the Closing Date shall be determined based upon the net income
(loss) reflected in the consolidated financial statements of the Borrower for
such period; and each Person that is a Restricted Subsidiary upon giving effect
to the Transactions shall be deemed to be a Restricted Subsidiary, and the
Transactions shall not constitute a sale or disposition under clause (iii)
above for purposes of such determination.


“Consolidated Tangible Assets”:  as of any date of determination, the total
assets less the sum of the goodwill, net, and other intangible assets, net, in each
case reflected on the consolidated balance sheet of the Borrower and its
Restricted Subsidiaries as at the end of the most recently ended fiscal quarter
of the Borrower for which such a balance sheet is available, determined on a
Consolidated basis in accordance with GAAP (and, in the case of any determination
relating to any Incurrence of Indebtedness or any Investment, on a pro forma
basis including any property or assets being acquired in connection therewith).


“Consolidated Total Indebtedness”:  at the date of determination thereof, an
amount equal to (1) the
aggregate principal amount of outstanding Indebtedness of the Borrower and its
Restricted Subsidiaries as of such date consisting of (without duplication)
Indebtedness



 13
 









for borrowed money (including Purchase Money
Obligations and unreimbursed outstanding drawn amounts under funded letters of
credit); Capitalized Lease Obligations and debt obligations evidenced by bonds,
debentures, notes or similar instruments, determined on a Consolidated basis in
accordance with GAAP (excluding items eliminated in Consolidation, and for the
avoidance of doubt, excluding Hedging Obligations), minus (2) the amount of Unrestricted
Cash held by the Borrower and its Restricted Subsidiaries as of the end of the
most recent four consecutive fiscal quarters ending prior to the date of such
determination for which consolidated financial statements of the Borrower are
available.


“Consolidated Total Leverage Ratio”:  as of any date of determination, the ratio of
(x) Consolidated Total
Indebtedness as at such date (after giving effect to any Incurrence or Discharge
of Indebtedness on such date) to (y) the
aggregate amount of Consolidated EBITDA for the period of the most recent four
consecutive fiscal quarters ending prior to the date of such determination for
which consolidated financial statements of the Borrower are available (determined,
for each fiscal quarter (or portion thereof) of the four fiscal quarters ending
prior to the Closing Date, on a pro forma basis to give effect to the Merger as
if it had occurred at the beginning of such four-quarter period), provided that:


(i)            if
since the beginning of such period the Borrower or any Restricted Subsidiary
shall have made a Sale, the Consolidated EBITDA for such period shall be reduced
by an amount equal to the Consolidated EBITDA (if positive) attributable to the
assets that are the subject of such Sale for such period or increased by an
amount equal to the Consolidated EBITDA (if negative) attributable thereto for
such period;


(ii)           if
since the beginning of such period the Borrower or any Restricted Subsidiary
(by merger, consolidation or otherwise) shall have made a Purchase (including
any Purchase occurring in connection with a transaction causing a calculation
to be made hereunder), Consolidated EBITDA for such period shall be calculated
after giving pro forma effect thereto as if such Purchase occurred on the first
day of such period; and


(iii)          if
since the beginning of such period any Person became a Restricted Subsidiary or
was merged or consolidated with or into the Borrower or any Restricted Subsidiary,
and since the beginning of such period such Person shall have made any Sale or
Purchase that would have required an adjustment pursuant to clause (i) or
(ii) above if made by the Borrower or a Restricted Subsidiary since the
beginning of such period, Consolidated EBITDA for such period shall be
calculated after giving pro forma effect thereto as if such Sale or Purchase occurred
on the first day of such period.


For purposes of this definition, whenever pro forma
effect is to be given to any Sale, Purchase or other transaction, or the amount
of income or earnings relating thereto, the pro forma calculations in respect
thereof (including without limitation in respect of anticipated cost savings or
synergies relating to any such Sale, Purchase or other transaction) shall be as
determined in good faith by a Responsible Officer of the Borrower.


“Consolidation”:  the consolidation of the accounts of each of
the Restricted Subsidiaries with those of the Borrower in accordance with GAAP;
provided that “Consolidation” will not include consolidation of the
accounts of any Unrestricted Subsidiary,



 14
 









but the interest of the Borrower or any Restricted
Subsidiary in any Unrestricted Subsidiary will be accounted for as an
investment.  The term “Consolidated” has
a correlative meaning.  For periods
ending on or prior to the Closing Date, references to the consolidated
financial statements of the Borrower shall be to the consolidated financial
statements of ServiceMaster (with Subsidiaries of ServiceMaster being deemed
Subsidiaries of the Borrower), as the context may require.


“Contingent Obligation”:  with respect to any Person, any obligation of
such Person guaranteeing any obligation that does not constitute Indebtedness
(a “primary obligation”) of any other Person (the “primary obligor”) in any
manner, whether directly or indirectly, including any obligation of such
Person, whether or not contingent, (1) to purchase any such primary obligation
or any property constituting direct or indirect security therefor, (2) to
advance or supply funds (a) for the purchase or payment of any such
primary obligation, or (b) to maintain working capital or equity capital
of the primary obligor or otherwise to maintain the net worth or solvency of
the primary obligor, or (3) to purchase property, securities or services
primarily for the purpose of assuring the owner of any such primary obligation
of the ability of the primary obligor to make payment of such primary
obligation against loss in respect thereof.


“Continuing Notes”:  ServiceMaster’s 7.10% Notes due March 1,
2018, 7.45% Notes due August 15, 2027 and 7.25% Notes due March 1,
2038, in each case issued under the Existing Notes Indenture.


“Contractual Obligation”:  as to any Person, any provision of any
material security issued by such Person or of any material agreement,
instrument or other undertaking to which such Person is a party or by which it
or any of its property is bound.


“Contribution Amounts”:  the aggregate amount of capital contributions
applied by the Borrower to permit the Incurrence of Contribution Indebtedness
pursuant to subsection 7.1(b)(xi).


“Contribution Indebtedness”:  Indebtedness of the Borrower or any
Restricted Subsidiary in an aggregate principal amount not greater than twice
the aggregate amount of cash contributions (other than Excluded Contributions)
made to the capital of the Borrower or such Restricted Subsidiary after the
Closing Date (whether through the issuance or sale of Capital Stock or
otherwise); provided that such Contribution Indebtedness (a) is
incurred within 180 days after the making of the related cash contribution
and (b) is so designated as Contribution Indebtedness pursuant to a
certificate signed by a Responsible Officer on the date of Incurrence thereof.


“Credit Facilities”:  one or more of (i) the Term Loan
Facility, (ii) the Revolving Facility and (iii) any other facilities
or arrangements designated by the Borrower, in each case with one or more banks
or other lenders or institutions providing for revolving credit loans, term
loans, receivables financings (including without limitation through the sale of
receivables to such institutions or to special purpose entities formed to
borrow from such institutions against such receivables or the creation of any
Liens in respect of such receivables in favor of such institutions), letters of
credit or other Indebtedness, in each case, including all agreements,



 15
 









instruments and documents executed and delivered pursuant
to or in connection with any of the foregoing, including but not limited to any
notes and letters of credit issued pursuant thereto and any guarantee and
collateral agreement, patent and trademark security agreement, mortgages or
letter of credit applications and other guarantees, pledge agreements, security
agreements and collateral documents, in each case as the same may be amended,
supplemented, waived or otherwise modified from time to time, or refunded,
refinanced, restructured, replaced, renewed, repaid, increased or extended from
time to time (whether in whole or in part, whether with the original banks,
lenders or institutions or other banks, lenders or institutions or otherwise,
and whether provided under any original Credit Facility or one or more other
credit agreements, indentures, financing agreements or other Credit Facilities
or otherwise).  Without limiting the
generality of the foregoing, the term “Credit Facility” shall include any
agreement (i) changing the maturity of any Indebtedness Incurred
thereunder or contemplated thereby, (ii) adding Subsidiaries as additional
borrowers or guarantors thereunder, (iii) increasing the amount of Indebtedness
Incurred thereunder or available to be borrowed thereunder or
(iv) otherwise altering the terms and conditions thereof.


“Currency Agreement”:  in respect of a Person, any foreign exchange
contract, currency swap agreement or other similar agreement or arrangements
(including derivative agreements or arrangements), as to which such Person is a
party or a beneficiary.


“Custodian”:  any
receiver, trustee, assignee, liquidator, custodian or similar official under
any Bankruptcy Law.


“Debt Financing”:  the debt financings contemplated under
(a) the Term Loan Documents, (b) the Revolving Loan Documents, (c) the
Senior Notes Indenture and (d) the Loan Documents, in each case including
any Interest Rate Agreements related thereto.


“Default”: 
any of the events specified in Section 8, whether or not any requirement
for the giving of notice, the lapse of time, or both, or any other condition
specified in Section 8, has been satisfied.


“Delayed Draw Term Loan Commitment”:  the commitment of a lender under the Term
Loan Credit Agreement to make or otherwise fund a Delayed Draw Term Loan
pursuant to the Term Loan Credit Agreement.


“Delayed Draw Term Loan Commitment Termination Date”:  the earliest to occur of (i) the date
the Delayed Draw Term Loan Commitments are permanently reduced to zero pursuant
to the Term Loan Credit Agreement, (ii) the date of the termination of all
of the Delayed Draw Term Loan Commitments pursuant to the Term Loan Credit
Agreement and (iii) October 17, 2007.


“Delayed Draw Term Loans”:  as defined in subsection 2.1(a)(i)(y) of the
Term Loan Credit Agreement.


“Designated Noncash Consideration”:  the Fair Market Value of noncash consideration
received by the Borrower or one of its Restricted Subsidiaries in connection
with an Asset Disposition that is so designated as Designated Noncash
Consideration pursuant to a



 16
 









certificate signed by a Responsible Officer and
delivered to the Administrative Agent, setting forth the basis of such
valuation.


“Designated Preferred Stock”:  Preferred Stock of the Borrower (other than
Disqualified Stock) or any Parent that is issued for cash (other than to a Restricted
Subsidiary) and is so designated as Designated Preferred Stock, pursuant to a
certificate executed by a Responsible Officer of the Borrower or the applicable
Parent as the case may be, on the date of issuance thereof.


“Discharge”: 
as defined in the definition of “Consolidated Coverage Ratio.”


“Disinterested Directors”:  with respect to any Affiliate Transaction,
one or more members of the Board of Directors of the Borrower, or one or more
members of the Board of Directors of a Parent, having no material direct or
indirect financial interest in or with respect to such Affiliate Transaction.  A member of any such Board of Directors shall
not be deemed to have such a financial interest by reason of such member’s
holding Capital Stock of the Borrower or any Parent or any options, warrants or
other rights in respect of such Capital Stock.


“Disqualified Stock”:  with respect to any Person, any Capital Stock
(other than Management Stock) that by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable or
exercisable) or upon the happening of any event (other than following the
occurrence of a Change of Control or other similar event described under such
terms as a “change of control,” or an Asset Disposition) (i) matures or is
mandatorily redeemable pursuant to a sinking fund obligation or otherwise,
(ii) is convertible or exchangeable for Indebtedness or Disqualified Stock
or (iii) is redeemable at the option of the holder thereof (other than
following the occurrence of a Change of Control or other similar event described
under such terms as a “change of control,” or an Asset Disposition), in whole
or in part, in each case on or prior to July 15, 2015; provided
that Capital Stock issued to any employee benefit plan, or by any such plan to
any employees of the Borrower or any Subsidiary, shall not constitute
Disqualified Stock solely because it may be required to be repurchased or
otherwise acquired or retired in order to satisfy applicable statutory or
regulatory obligations.


“Dollars” and “$”:  dollars in lawful currency of the United
States of America.


“Domestic Subsidiary”:  any Restricted Subsidiary of the Borrower
other than a Foreign Subsidiary.


“Environmental Costs”:  any and all costs or expenses (including
attorney’s and consultant’s fees, investigation and laboratory fees, response
costs, court costs and litigation expenses, fines, penalties, damages,
settlement payments, judgments and awards), of whatever kind or nature, known
or unknown, contingent or otherwise, arising out of, or in any way relating to,
any actual or alleged violation of, noncompliance with or liability under any
Environmental Laws.  Environmental Costs
include any and all of the foregoing, without regard to whether they arise out
of or are related to any past, pending or threatened proceeding of any kind.


“Environmental Laws”:  any and all U.S. or foreign federal, state,
provincial, territorial, foreign, local or municipal laws, rules, orders,
enforceable guidelines, orders-in-council, regulations, statutes, ordinances,
codes, decrees, and such requirements of any



 17
 









Governmental Authority properly promulgated and having
the force and effect of law or other Requirements of Law (including common law)
regulating, relating to or imposing liability or standards of conduct
concerning protection of human health (as it relates to exposure to Materials
of Environmental Concern) or the environment, as have been, or now or at any
relevant time hereafter are, in effect.


“Environmental Permits”:  any and all permits, licenses, registrations,
notifications, exemptions and any other authorization required under any Environmental
Law.


“Equity Contribution”:  as defined in the Recitals hereto.


“Equity Offering”:  a sale of Capital Stock (x) that is a
sale of Capital Stock of the Borrower (other than Disqualified Stock), or
(y) the proceeds of which are contributed to the equity capital of the
Borrower or any of its Restricted Subsidiaries.


“ERISA”: 
the Employee Retirement Income Security Act of 1974, as amended from
time to time.


“Eurocurrency Base Rate”:  with respect to each day during each Interest
Period pertaining to a Eurocurrency Loan, the rate per annum determined by the
Administrative Agent to be the arithmetic mean (rounded to the nearest 1/100th
of 1%) of the offered rates for deposits in Dollars with a term comparable to
such Interest Period that appears on the BBA LIBOR Rates Page (as defined
below) at approximately 11:00 a.m., London time, on the second full Business
Day preceding the first day of such Interest Period; provided, however,
that if there shall at any time no longer exist a BBA LIBOR Rates Page, “Eurocurrency
Base Rate” shall mean, with respect to each day during each Interest Period
pertaining to a Eurocurrency Loan, the rate per annum equal to the rate at
which the principal London office of the Administrative Agent is offered
deposits in Dollars at or about 10:00 a.m., New York City time, two Business
Days prior to the beginning of such Interest Period in the interbank
eurocurrency market where the eurocurrency and foreign currency and exchange
operations in respect of Dollars are then being conducted for delivery on the
first day of such Interest Period for the number of days comprised therein and
in an amount comparable to the amount of its Eurocurrency Loan to be
outstanding during such Interest Period. 
“BBA LIBOR Rates Page” shall mean the display designated as
Reuters Screen LIBOR01 Page (or such other page as may replace such page on
such service for the purpose of displaying the rates at which Dollar deposits
are offered by leading banks in the London interbank deposit market).


“Eurocurrency Loans”:  Loans the rate of interest applicable to
which is based upon the Eurocurrency Rate.


“Eurocurrency Rate”:  with respect to each day during each Interest
Period pertaining to a Eurocurrency Loan, a rate per annum determined for such
day in accordance with the following formula (rounded upward to the nearest
1/100th of 1%):




	
  

  	
  Eurocurrency Base Rate

  	
   

  
	
   

  	
  1.00 – Eurocurrency Reserve Requirements

  	
   

  






 



 18
 









“Eurocurrency Reserve Requirements”:  for any day as applied to a Eurocurrency
Loan, the aggregate (without duplication) of the rates (expressed as a decimal
fraction) of reserve requirements in effect on such day (including basic,
supplemental, marginal and emergency reserves under any regulations of the
Board or other Governmental Authority having jurisdiction with respect thereto)
dealing with reserve requirements prescribed for eurocurrency funding (currently
referred to as “Eurocurrency Liabilities” in Regulation D of the Board)
maintained by a member bank of the Federal Reserve System.


“Event of Default”:  any of the events specified in
Section 8, provided that any requirement for the giving of notice,
the lapse of time, or both, or any other condition, has been satisfied.


“Exchange Act”: 
the Securities Exchange Act of 1934, as amended.


“Excluded Contribution”:  Net Cash Proceeds, or the Fair Market Value
of property or assets, received by the Borrower as capital contributions to the
Borrower after the Closing Date or from the issuance or sale (other than to a
Restricted Subsidiary) of Capital Stock (other than Disqualified Stock or
Designated Preferred Stock) of the Borrower, in each case to the extent
designated as an Excluded Contribution pursuant to a certificate signed by a
Responsible Officer of the Borrower and not previously included in the
calculation set forth in subsection 7.5(a)(iii)(B)(x) for purposes of
determining whether a Restricted Payment may be made.


“Excluded Indebtedness”:   any Indebtedness (a) issued to institutional
investors in a direct placement of such Indebtedness that is not underwritten
by an intermediary (it being understood that, without limiting the foregoing, a
financing that is distributed to not more than ten Persons shall not be deemed
underwritten, and multiple managed accounts and affiliates of any such Persons
shall be treated as one Person for purposes hereof, (b) Incurred pursuant to
subsection 7.1(b)(i), (iii) (other than Refinancing Indebtedness in respect of
the Facility), (iv) or (ix) or (c) involving any recourse transfer of any
financial asset or consisting of any other type of Indebtedness Incurred in a
manner not customarily viewed as a “securities offering.”


“Excluded Taxes”:  any (a) Taxes measured by or imposed
upon the net income of any Agent or Lender or its applicable lending office, or
any branch or affiliate thereof, (b) franchise Taxes, branch Taxes, Taxes
on doing business or Taxes measured by or imposed upon the overall capital or
net worth of any Agent or Lender or its applicable lending office, or any
branch or affiliate thereof, in each case imposed by the jurisdiction under the
laws of which such Agent or Lender, applicable lending office, branch or
affiliate is organized or is located, or in which its principal executive
office is located, or any nation within which such jurisdiction is located or
any political subdivision thereof and (c) Taxes imposed by reason of any
connection between the jurisdiction imposing such Tax and any Agent or Lender,
applicable lending office, branch or affiliate other than a connection arising
solely from such Agent or Lender having executed, delivered or performed its
obligations under, or received payment under or enforced, this Agreement or any
other Loan Document.


“Exempt Sale and Leaseback Transaction”:  any Sale and Leaseback Transaction
(a) in which the sale or transfer of property occurs within 90 days of the
acquisition of such



 19















property by the Borrower or any of its Subsidiaries or
(b) that involves property with a book value of $15.0 million or less
and is not part of a series of related Sale and Leaseback Transactions
involving property with an aggregate value in excess of such amount and entered
into with a single Person or group of Persons. 
For purposes of the foregoing, “Sale and Leaseback Transaction” means
any arrangement with any Person providing for the leasing by the Borrower or
any of its Subsidiaries of real or personal property that has been or is to be
sold or transferred by the Borrower or any such Subsidiary to such Person or to
any other Person to whom funds have been or are to be advanced by such Person
on the security of such property or rental obligations of the Borrower or such
Subsidiary.


“Existing Indebtedness”:  Indebtedness of the Borrower and its
Subsidiaries outstanding on the Closing Date and disclosed on Schedule B.


“Existing 2007 Notes”:  the Borrower’s 6.95% Notes due August 15,
2007 issued under the Existing Notes Indenture.


“Existing 2009 Notes”:  the Borrower’s 7.875% Notes due August 15,
2009 issued under the Existing Notes Indenture.


“Existing Notes Indenture”:  the Indenture between The ServiceMaster
Company Limited Partnership, as issuer, and ServiceMaster Limited Partnership,
as guarantor, and the Existing Notes Trustee, dated as of August 15, 1997, as
supplemented by the First Supplemental Indenture thereto, between The
ServiceMaster Company Limited Partnership, as issuer, and ServiceMaster Limited
Partnership, as guarantor, and the Existing Notes Trustee, dated as of August
15, 1997, the Second Supplemental Indenture thereto, between the Borrower, as
successor by merger to The ServiceMaster Company Limited Partnership and
ServiceMaster Limited Partnership, and the Existing Notes Trustee, dated as of
January 1, 1998, the Third Supplemental Indenture thereto, between the Borrower
and the Existing Notes Trustee, dated as of March 2, 1998 and the Fourth Supplemental
Indenture, between the Borrower and the Existing Notes Trustee, dated as of August
10, 1999.


“Existing Notes Trustee”:  The Bank of New York Trust Company, N.A.,
successor to Harris Trust and Savings Bank, as trustee under the Existing Notes
Indenture.


“Extension of Credit”:  as to any Lender, the making of a Senior
Interim Loan by such Lender.


“Facility”: 
the Senior Interim Loan Commitments and the Senior Interim Loans made
thereunder.


“Fair Market Value”:  with respect to any asset or property, the
fair market value of such asset or property as determined in good faith by the
Board of Directors, whose determination will be conclusive.


“Federal Funds Effective Rate”:  as defined in the definition of the term “ABR”
in this subsection 1.1.



 20
 









“Financing Disposition”:  any sale, transfer, conveyance or other
disposition of, or creation or incurrence of any Lien on, property or assets
(a) by the Borrower or any Subsidiary thereof  to or in favor of any Special Purpose Entity,
or by any Special Purpose Subsidiary, in each case in connection with the
Incurrence by a Special Purpose Entity of Indebtedness, or obligations to make
payments to the obligor on Indebtedness, which may be secured by a Lien in respect
of such property or assets or (b) by the Borrower or any Subsidiary
thereof to or in favor of any Special Purpose Entity that is not a Special
Purpose Subsidiary.


“Foreign Borrowing Base”:  the sum of (1) 80% of the book value of
Inventory of Foreign Subsidiaries, (2) 85% of the book value of
Receivables of Foreign Subsidiaries, and (3) cash, Cash Equivalents and
Temporary Cash Investments of Foreign Subsidiaries (in each case, determined as
of the end of the most recently ended fiscal month of the Borrower for which
internal consolidated financial statements of the Borrower are available, and, in
the case of any determination relating to any Incurrence of Indebtedness, on a
pro forma basis including (x) any property or assets of a type described
above acquired since the end of such fiscal month and (y) any property or
assets of a type described above being acquired in connection therewith).


“Foreign Pension Plan”:  a registered pension plan which is subject to
applicable pension legislation other than ERISA or the Code, which a Subsidiary
of the Borrower sponsors or maintains, or to which it makes or is obligated to
make contributions.


“Foreign Plan”: 
each Foreign Pension Plan, deferred compensation or other retirement or
superannuation plan, fund, program, agreement, commitment or arrangement
whether oral or written, funded or unfunded, sponsored, established, maintained
or contributed to, or required to be contributed to, or with respect to which
any liability is borne, outside the United States of America, by the Borrower
or any of its Subsidiaries, other than any such plan, fund, program, agreement
or arrangement sponsored by a Governmental Authority.


“Foreign Subsidiary”:  (a) any Restricted Subsidiary of the
Borrower that is not organized under the laws of the United States of America
or any state thereof or the District of Columbia and any Restricted Subsidiary
of such Foreign Subsidiary and (b) any
Restricted Subsidiary of the Borrower that has no material assets other than
securities or Indebtedness of one or more Foreign Subsidiaries (or Subsidiaries
thereof), and intellectual property relating to such Foreign Subsidiaries (or
Subsidiaries thereof) and other assets relating to an ownership interest in any
such securities, Indebtedness, intellectual property or Subsidiaries.


“GAAP”: 
generally accepted accounting principles in the United States of America
as in effect on the Closing Date (for purposes of the definitions of the terms “Consolidated
Coverage Ratio,” “Consolidated EBITDA,” “Consolidated Interest Expense,” “Consolidated
Net Income,” “Consolidated Tangible Assets,” “Consolidated Total Indebtedness,”
“Consolidated Total Leverage Ratio,” and “Foreign Borrowing Base,” all defined
terms in this Agreement to the extent used in or relating to any of the foregoing
definitions, and all ratios and computations based on any of the foregoing definitions)
and as in effect from time to time (for all other purposes of this Agreement),
including those set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as approved by a significant segment
of the



 21
 









accounting profession. 
All ratios and computations based on GAAP contained in this Agreement shall
be computed in conformity with GAAP.


“Governmental Authority”:  any nation or government, any state or other
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to
government, including the European Union.


“GSCP”: 
Goldman Sachs Credit Partners L.P.


“Guarantee”: 
any obligation, contingent or otherwise, of any Person directly or indirectly
guaranteeing any Indebtedness or other obligation of any other Person; provided
that the term “Guarantee” shall not include endorsements for collection or
deposit in the ordinary course of business. 
The term “Guarantee” used as a verb has a corresponding meaning.


“Guarantee Agreement”:  the Guarantee Agreement delivered to the
Administrative Agent as of the Closing Date, substantially in the form of Exhibit B,
as the same may be amended, supplemented, waived or otherwise modified from
time to time.


“Guarantor Subordinated Obligations”:  with respect to a Subsidiary Guarantor, any
Indebtedness of such Subsidiary Guarantor (whether outstanding on the Closing
Date or thereafter Incurred) that is expressly subordinated in right of payment
to the obligations of such Subsidiary Guarantor under the Guarantee Agreement.


“Hedging Obligations”:  of any Person means the obligations of such
Person pursuant to any Interest Rate Agreement, Currency Agreement or
Commodities Agreement.


“Holding”: 
as defined in the Recitals hereto.


“Holding Parent”:  as defined in the Recitals hereto.


“Home Warranty Subsidiary”:  any of (a) American Home Shield Corporation,
a Delaware corporation, and any successor in interest thereto, (b) any
Subsidiary of any Home Warranty Subsidiary referred to in clause (a) above and
(c) any Subsidiary of the Borrower that is subject to regulation as a home
warranty, service contract or similar company (or any Subsidiary thereof).


“Incur”: 
issue, assume, enter into any Guarantee of, incur or otherwise become
liable for; and the terms “Incurs,” “Incurred” and “Incurrence”
shall have a correlative meaning; provided that any Indebtedness or
Capital Stock of a Person existing at the time such Person becomes a Subsidiary
(whether by merger, consolidation, acquisition or otherwise) shall be deemed to
be Incurred by such Subsidiary at the time it becomes a Subsidiary.  Accrual of interest, the accretion of
accreted value and the payment of interest in the form of additional
Indebtedness will not be deemed to be an Incurrence of Indebtedness.  Any Indebtedness issued at a discount (including
Indebtedness on which interest is payable through the issuance of additional
Indebtedness) shall be deemed Incurred at the time of original issuance of the
Indebtedness at the initial accreted amount thereof.



 22
 









“Indebtedness”: 
with respect to any Person on any date of determination (without duplication):


(i)            the
principal of indebtedness of such Person for borrowed money,


(ii)           the
principal of obligations of such Person evidenced by bonds, debentures, notes
or other similar instruments,


(iii)          all
reimbursement obligations of such Person in respect of letters of credit,
bankers’ acceptances or other similar instruments (the amount of such
obligations being equal at any time to the aggregate then undrawn and unexpired
amount of such letters of credit, bankers’ acceptances or other instruments plus
the aggregate amount of drawings thereunder that have not then been
reimbursed),


(iv)          all
obligations of such Person to pay the deferred and unpaid purchase price of
property (except Trade Payables), which purchase price is due more than one
year after the date of placing such property in final service or taking final
delivery and title thereto,


(v)           all
Capitalized Lease Obligations of such Person,


(vi)          the
redemption, repayment or other repurchase amount of such Person with respect to
any Disqualified Stock of such Person or (if such Person is a Subsidiary of the
Borrower other than a Subsidiary Guarantor) any Preferred Stock of such Subsidiary,
but excluding, in each case, any accrued dividends (the amount of such
obligation to be equal at any time to the maximum fixed involuntary redemption,
repayment or repurchase price for such Capital Stock, or if less (or if such
Capital Stock has no such fixed price), to the involuntary redemption,
repayment or repurchase price therefor calculated in accordance with the terms
thereof as if then redeemed, repaid or repurchased, and if such price is based
upon or measured by the fair market value of such Capital Stock, such fair
market value shall be as determined in good faith by the Board of Directors or
the board of directors or other governing body of the issuer of such Capital
Stock),


(vii)         all
Indebtedness of other Persons secured by a Lien on any asset of such Person,
whether or not such Indebtedness is assumed by such Person; provided
that the amount of Indebtedness of such Person shall be the lesser of
(A) the fair market value of such asset at such date of determination (as
determined in good faith by the Borrower) and (B) the amount of such
Indebtedness of such other Persons,


(viii)        all
Guarantees by such Person of Indebtedness of other Persons, to the extent so
Guaranteed by such Person, and


(ix)           to
the extent not otherwise included in this definition, net Hedging Obligations
of such Person (the amount of any such obligation to be equal at any time to
the termination value of such agreement or arrangement giving rise to such
Hedging Obligation that would be payable by such Person at such time);



 23
 









provided that Indebtedness shall not
include Contingent Obligations Incurred in the ordinary course of
business.  The amount of Indebtedness of
any Person at any date shall be determined as set forth above or otherwise
provided in this Agreement, or otherwise shall equal the amount thereof that
would appear as a liability on a balance sheet of such Person (excluding any
notes thereto) prepared in accordance with GAAP.


“Indemnified Liabilities”:  as defined in subsection 10.5.


“Indemnitee”: 
as defined in subsection 10.5.


“Individual Lender Exposure”:  as to any Lender, the sum of such Lender’s
Loan Exposure.


“Initial Agreement”:  as defined in subsection 7.7.


“Initial Lien”: 
as defined in subsection 7.2.


“Insolvency”: 
with respect to any Multiemployer Plan, the condition that such Plan is
insolvent within the meaning of Section 4245 of ERISA.


“Intellectual Property”:  as defined in subsection 4.9.


“Interest Election
Notice”:  as defined in subsection
3.1(b).


“Interest Payment Date”:  (a) as to any ABR Loan, the last day of each
March, June, September and December to occur while such ABR Loan is
outstanding, and the final maturity date of such Senior Interim Loan and (b) as
to any Eurocurrency Loan, the last day of the Interest Period for such Loan.


“Interest Period”:  with respect to any Eurocurrency Loan:


(a)           initially,
the period commencing on the borrowing or conversion date, as the case may be,
with respect to such Eurocurrency Loan and ending three months thereafter; and


(b)           thereafter,
each period commencing on the last day of the next preceding Interest Period
applicable to such Eurocurrency Loan and ending three months thereafter;


provided that all of the foregoing
provisions relating to Interest Periods are subject to the following:


(i)            if
any Interest Period would otherwise end on a day that is not a Business Day,
such Interest Period shall be extended to the next succeeding Business Day
unless the result of such extension would be to carry such Interest Period into
another calendar month, in which event such Interest Period shall end on the
immediately preceding Business Day;



 24
 









(ii)           any
Interest Period that would otherwise extend beyond the Senior Interim Loan
Maturity Date shall end on the Senior Interim Loan Maturity Date; and


(iii)          any
Interest Period that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall end on the last Business Day of a
calendar month.


“Interest Rate Agreement”:  with respect to any Person, any interest rate
protection agreement, future agreement, option agreement, swap agreement, cap
agreement, collar agreement, hedge agreement or other similar agreement or
arrangement (including derivative agreements or arrangements), as to which such
Person is party or a beneficiary.


“Inventory”: 
goods held for sale, lease or use by a Person in the ordinary course of
business, net of any reserve for goods that have been segregated by such Person
to be returned to the applicable vendor for credit, as determined in accordance
with GAAP.


“Investment”: 
in any Person by any other Person, means any direct or indirect advance,
loan or other extension of credit (other than to customers, dealers, licensees,
franchisees, suppliers, consultants, directors, officers or employees of any
Person in the ordinary course of business) or capital contribution (by means of
any transfer of cash or other property to others or any payment for property or
services for the account or use of others) to, or any purchase or acquisition
of Capital Stock, Indebtedness or other similar instruments issued by, such
Person.  For purposes of the definition
of “Unrestricted Subsidiary” and subsection 7.5 only, (i) ”Investment”
shall include the portion (proportionate to the Borrower’s equity interest in
such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary
of the Borrower at the time that such Subsidiary is designated an Unrestricted
Subsidiary, provided that upon a redesignation of such Subsidiary as a
Restricted Subsidiary, the Borrower shall be deemed to continue to have a
permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive)
equal to (x) the Borrower’s “Investment” in such Subsidiary at the time of
such redesignation less (y) the portion (proportionate to the Borrower’s equity
interest in such Subsidiary) of the Fair Market Value of the net assets of such
Subsidiary at the time of such redesignation, (ii) any property
transferred to or from an Unrestricted Subsidiary shall be valued at its fair
market value (as determined in good faith by the Borrower) at the time of such
transfer and (iii) for purposes of subsection 7.5(a)(iii)(C), the
amount resulting from the redesignation of any Unrestricted Subsidiary as a
Restricted Subsidiary shall be the Fair Market Value of the Investment in such
Unrestricted Subsidiary at the time of such redesignation (excluding the amount
of such Investment then outstanding pursuant to clause (xv) or (xviii) of the
definition of the term “Permitted Investments” or subsections
7.5(b)(vii) or (xii)).  Guarantees shall
not be deemed to be Investments.  The
amount of any Investment outstanding at any time shall be the original cost of
such Investment, reduced (at the Borrower’s option) by any dividend,
distribution, interest payment, return of capital, repayment or other amount or
value received in respect of such Investment; provided that to the
extent that the amount of Restricted Payments outstanding at any time pursuant
to subsection 7.5(a) is so reduced by any portion of any such amount or
value that would otherwise be included in the calculation of Consolidated Net
Income, such portion of such amount or value shall not be so included for
purposes of calculating the amount of Restricted Payments that may be made
pursuant to subsection 7.5(a).



 25
 









“Investment Company Act”:  the Investment Company Act of 1940, as
amended from time to time.


“Investment Grade Rating”:  a rating equal to or higher than Baa3 (or the
equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or any
equivalent rating by any other Rating Agency.


“Investment Grade Securities”:  (i) securities issued or directly and
fully guaranteed or insured by the United States government or any agency or
instrumentality thereof (other than Cash Equivalents); (ii) debt securities or debt instruments with an Investment
Grade Rating, but excluding any debt securities or instruments constituting
loans or advances among the Borrower and its Subsidiaries; (iii) investments in any fund
that invests exclusively in investments of the type described in clauses (i)
and (ii), which fund may also hold immaterial amounts of cash pending
investment or distribution; and (iv) corresponding
instruments in countries other than the United States customarily utilized for
high quality investments.


“Investors”: 
(i) the CD&R Investors, BAS
Capital Funding Corporation, Banc of America Capital Investors V, L.P.,
Citigroup Capital Partners II 2007 Citigroup Investment, L.P., Citigroup
Capital Partners II Employee Master Fund, L.P., Citigroup Capital Partners II Onshore,
L.P., Citigroup Capital Partners II Cayman Holdings, L.P., CPE Co-Investment
(ServiceMaster) LLC and J.P. Morgan Ventures Corporation, (ii) any Person that
acquires Voting Stock of Holding on or prior to the Closing Date and any
Affiliate of such Person, and (iii) any of their respective legal successors.


“JPMCB”: 
JPMorgan Chase Bank, N.A.


“JPMorgan”: 
J.P. Morgan Securities Inc.


“Judgment Conversion Date”:  as defined in subsection 10.8(a).


“Judgment Currency”:  as defined in subsection 10.8(a).


“Lead Arrangers”:  CGMI, JPMorgan, BAS, GSCP and Morgan Stanley,
as Joint Lead Arrangers and Joint Bookrunning Managers under this Agreement.


“Lenders”: 
the several banks and other financial institutions from time to time
party to this Agreement acting in their capacity as lenders, together with, in
each case, any affiliate of any such bank or financial institution through
which such bank or financial institution elects, by written notice to the
Administrative Agent and the Borrower, to make any Senior Interim Loans available
to the Borrower; provided that for all purposes of voting or consenting
with respect to (a) any amendment, supplementation or modification of any
Loan Document, (b) any waiver of any of the requirements of any Loan
Document or any Default or Event of Default and its consequences or
(c) any other matter as to which a Lender may vote or consent pursuant to
subsection 10.1, the bank or financial institution making such election
shall be deemed the “Lender” rather than such affiliate, which shall not be
entitled to so vote or consent.


“Liabilities”: 
collectively, any and all claims, obligations, liabilities, causes of action,
actions, suits, proceedings, investigations, judgments, decrees, losses,
damages, fees,



 26
 









costs and expenses (including without limitation
interest, penalties and fees and disbursements of attorneys, accountants,
investment bankers and other professional advisors), in each case whether
incurred, arising or existing with respect to third parties or otherwise at any
time or from time to time.


“Lien”: 
any mortgage, pledge, security interest, encumbrance, lien or charge of
any kind (including any conditional sale or other title retention agreement or
lease in the nature thereof).


“Loan”: 
a Senior Interim Loan; collectively, the “Loans.”


“Loan Documents”:  this Agreement, any Senior Interim Loan Notes
and the Guarantee Agreement, each as amended, supplemented, waived or otherwise
modified from time to time.


“Loan Exposure”:  as to any Lender, at any time, the amount of
unpaid Senior Interim Loans held by such Lender.


“Loan Parties”: 
the Borrower and each Restricted Subsidiary that is a party to a Loan
Document as a Subsidiary Guarantor; individually, a “Loan Party.”


“Management Advances”:  (1) loans or advances made to directors,
officers, employees or consultants of any Parent, the Borrower or any
Restricted Subsidiary (x) in respect of travel, entertainment or
moving-related expenses incurred in the ordinary course of business,
(y) in respect of moving-related expenses incurred in connection with any
closing or consolidation of any facility, or (z) in the ordinary course of
business and (in the case of this clause (z)) not exceeding
$10.0 million in the aggregate outstanding at any time,
(2) promissory notes of Management Investors acquired in connection with
the issuance of Management Stock to such Management Investors,
(3) Management Guarantees, or (4) other Guarantees of borrowings by
Management Investors in connection with the purchase of Management Stock, which
Guarantees are permitted under subsection 7.1.


“Management Agreements”:  collectively, (i) the Stock Subscription Agreements,
each dated as of the Closing Date, between Holding Parent and each of the
Investors party thereto, (ii) the
Transaction Fee Agreement, dated as of the Closing Date, among Holding Parent
and ServiceMaster and each of CD&R, Banc of America Capital Investors V,
L.P., Citigroup Alternative Investments LLC and J.P. Morgan Ventures
Corporation, (iii) the Consulting Agreement, dated as of the Closing Date,
among Holding Parent, ServiceMaster and CD&R, (iv) the Indemnification Agreements, each dated as of the
Closing Date, among Holding Parent and ServiceMaster and each of (a) CD&R and each CD&R
Investor, (b) BAS Capital
Funding Corporation and Banc of America Capital Investors V, L.P., (c) Citigroup Capital Partners II
2007 Citigroup Investment, L.P., Citigroup Capital Partners II Employee Master
Fund, L.P., Citigroup Capital Partners II Onshore, L.P., Citigroup Capital
Partners II Cayman Holdings, L.P. and CPE Co-Investment (ServiceMaster) LLC and
(d) J.P. Morgan Ventures
Corporation, or Affiliates thereof, respectively, (v) the Registration Rights Agreement, dated as of the
Closing Date, among Holding Parent and the Investors party thereto, and any
other Person party thereto from time to time, (vi) the Stockholders Agreement, dated as of the Closing
Date, by and among



 27
 









Holding Parent and the Investors party thereto, and
any other Person party thereto from time to time and (vii) any other agreement primarily
providing for indemnification and/or contribution for the benefit of any
Permitted Holder in respect of Liabilities resulting from, arising out of or in
connection with, based upon or relating to (a) any management consulting,
financial advisory, financing, underwriting or placement services or other
investment banking activities, (b) any
offering of securities or other financing activity or arrangement of or by any
Parent or any of its Subsidiaries or (c) any
action or failure to act of or by any Parent or any of its Subsidiaries (or any
of their respective predecessors); in each case as the same may be amended,
supplemented, waived or otherwise modified from time to time in accordance with
the terms thereof and of this Agreement.


“Management Guarantees”:  guarantees (x) of up to an aggregate
principal amount outstanding at any time of $25.0 million of borrowings by
Management Investors in connection with their purchase of Management Stock or
(y) made on behalf of, or in respect of loans or advances made to, directors,
officers, employees or consultants of any Parent, the Borrower or any
Restricted Subsidiary (1) in respect of travel, entertainment and
moving-related expenses incurred in the ordinary course of business, or
(2) in the ordinary course of business and (in the case of this
clause (2)) not exceeding $10.0 million in the aggregate outstanding
at any time.


“Management Indebtedness”:  Indebtedness Incurred to any Management
Investor to finance the repurchase or other acquisition of Capital Stock of the
Borrower or any Parent (including any options, warrants or other rights in
respect thereof) from any Management Investor, which repurchase or other
acquisition of Capital Stock is permitted by subsection 7.5.


“Management Investors”:  the officers, directors, employees and other
members of the management of any Parent, the Borrower or any of their
respective Subsidiaries, or family members or relatives thereof (provided
that, solely for purposes of the definition of “Permitted Holders,” such
relatives shall include only those Persons who are or become Management
Investors in connection with estate planning for or inheritance from other
Management Investors, as determined in good faith by the Borrower, which
determination shall be conclusive), or trusts, partnerships or limited
liability companies for the benefit of any of the foregoing, or any of their
heirs, executors, successors and legal representatives, who at any date
beneficially own or have the right to acquire, directly or indirectly, Capital
Stock of the Borrower or any Parent.


“Management Stock”:  Capital Stock of the Borrower or any Parent
(including any options, warrants or other rights in respect thereof) held by
any of the Management Investors.


“Material Adverse Effect”:  a material adverse effect on (a) the
business, operations, property or condition (financial or otherwise) of the
Borrower and its Subsidiaries taken as a whole or (b) the validity or
enforceability as to any Loan Party party thereto of this Agreement or any of
the other Loan Documents or the rights or remedies of the Administrative Agent
and the Lenders under the Loan Documents, in each case taken as a whole.



 28
 









“Material Subsidiary”:  any Restricted Subsidiary, other than one or
more Restricted Subsidiaries designated by the Borrower that individually and
in the aggregate (if considered a single Person) do not constitute a
Significant Subsidiary.


“Materials of Environmental Concern”:  any hazardous or toxic substances or materials
or wastes defined, listed, or regulated as such in or under, or which may give
rise to liability under, any applicable Environmental Law, including gasoline,
petroleum (including crude oil or any fraction thereof), petroleum products or
by-products, asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.


“Merger”: 
the merger of Acquisition Co. with and into ServiceMaster, with
ServiceMaster as the surviving corporation.


“Merger Agreement”:  as defined in the recitals hereto.


“Moody’s”: 
Moody’s Investors Service, Inc., and its successors.


“Morgan Stanley”:  Morgan Stanley Senior Funding, Inc.


“Multiemployer Plan”:  a Plan which is a multiemployer plan as
defined in Section 4001(a)(3) of ERISA.


“Net Available Cash”:  with respect to any Asset Disposition, cash
payments received (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise,
but only as and when received, but excluding any other consideration received
in the form of assumption by the acquiring Person of Indebtedness or other
obligations relating to the properties or assets that are the subject of such
Asset Disposition or received in any other non-cash form) therefrom, in each
case net of (i) all legal, title and recording tax expenses, commissions
and other fees and expenses incurred, and all Federal, state, provincial,
foreign and local taxes required to be paid or to be accrued as a liability
under GAAP, as a consequence of such Asset Disposition (including as a
consequence of any transfer of funds in connection with the application thereof
in accordance with subsection 7.4), (ii) all payments made, and all
installment payments required to be made, on any Indebtedness (x) that is
secured by any assets subject to such Asset Disposition, in accordance with the
terms of any Lien upon such assets, or (y) that must by its terms, in
order to obtain a necessary consent to such Asset Disposition, or by applicable
law, be repaid out of the proceeds from such Asset Disposition, including but
not limited to any payments required to be made to increase borrowing
availability under any revolving credit facility, (iii) all distributions
and other payments required to be made to minority interest holders in
Subsidiaries or joint ventures as a result of such Asset Disposition, or to any
other Person (other than the Borrower or a Restricted Subsidiary) owning a
beneficial interest in the assets disposed of in such Asset Disposition,
(iv) any liabilities or obligations associated with the assets disposed of
in such Asset Disposition and retained, indemnified or insured by the Borrower
or any Restricted Subsidiary after such Asset Disposition, including without
limitation pension and other post-employment benefit liabilities, liabilities
related to environmental matters, and liabilities relating to any
indemnification obligations associated with such Asset Disposition and
(v) the amount of any purchase price or similar adjustment
(x) claimed by any Person to be owed by the Borrower or



 29
 









any Restricted Subsidiary, until such time as such claim
shall have been settled or otherwise finally resolved, or (y) paid or
payable by the Borrower or any Restricted Subsidiary, in either case in respect
of such Asset Disposition.


“Net Cash Proceeds”:  with respect to any issuance or sale of any
securities or Indebtedness of the Borrower or any Subsidiary by the Borrower or
any Subsidiary, or any capital contribution, means the cash proceeds of such
issuance, sale or contribution net of attorneys’ fees, accountants’ fees,
underwriters’ or placement agents’ fees, discounts or commissions and
brokerage, consultant and other fees actually incurred in connection with such
issuance, sale or contribution and net of taxes paid or payable as a result
thereof.


“Non-Consenting Lender”:  as defined in subsection 10.1(d).


“Non-Excluded Taxes”:  all Taxes other than Excluded Taxes.


“Obligation Currency”:  as defined in subsection 10.8(a).


“Obligations”: 
with respect to any Indebtedness, any principal, premium (if any),
interest (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Borrower or any Restricted
Subsidiary whether or not a claim for post-filing interest is allowed in such
proceedings), fees, charges, expenses, reimbursement obligations, Guarantees of
such Indebtedness (or of Obligations in respect thereof), other monetary
obligations of any nature and all other amounts payable thereunder or in
respect thereof.


“Original Lenders”:  Citicorp North America, Inc., JPMorgan Chase Bank, N.A., Banc
of America Bridge LLC, Goldman Sachs Credit Partners L.P. and Morgan Stanley
Senior Funding, Inc., and any Conduit Lender designated by any such Original
Lender for purposes of this Agreement.


“Other Representatives”:  each of CGMI, BAS, Morgan Stanley, GSCP and
JPMorgan in their collective capacity as Joint Lead Arrangers of the Loans and
Senior Interim Loan Commitments hereunder.


“Parent”: 
Holding Parent, Holding, Investment Holding and any Other Parent and any
other Person that is a Subsidiary of Holding Parent, Holding, Investment
Holding, or any Other Parent and of which the Borrower is a Subsidiary.  As used herein, “Other Parent” means a Person
of which the Borrower becomes a Subsidiary after the Closing Date, provided,  that either (x) immediately
after the Borrower first becomes a Subsidiary of such Person, more than 50% of
the Voting Stock of such Person shall be held by one or more Persons that held
more than 50% of the Voting Stock of a Parent of the Borrower immediately prior
to the Borrower first becoming such Subsidiary or (y) such Person shall be
deemed not to be an Other Parent for the purpose of determining whether a
Change of Control shall have occurred by reason of the Borrower first becoming
a Subsidiary of such Person.


“Parent Expenses”:  (i) costs (including all professional
fees and expenses) incurred by any Parent in connection with its reporting
obligations under, or in connection with compliance with, applicable laws or
applicable rules of any governmental, regulatory or self-regulatory body or
stock exchange, this Agreement or any other agreement or instrument relating to
Indebtedness of the Borrower or any Restricted Subsidiary, including in respect
of any reports filed with respect to the Securities Act, the Exchange Act or
the respective rules and regulations promulgated thereunder, (ii) expenses
incurred by any Parent in connection with the acquisition, development,
maintenance, ownership, prosecution, protection and defense of its intellectual



 30
 









property and associated rights (including but not
limited to trademarks, service marks, trade names, trade dress, patents,
copyrights and similar rights, including registrations and registration or
renewal applications in respect thereof; inventions, processes, designs,
formulae, trade secrets, know-how, confidential information, computer software,
data and documentation, and any other intellectual property rights; and
licenses of any of the foregoing) to the extent such intellectual property and
associated rights relate to the business or businesses of the Borrower or any
Subsidiary thereof, (iii) indemnification obligations of any Parent owing
to directors, officers, employees or other Persons under its charter or by-laws
or pursuant to written agreements with any such Person, or obligations in
respect of director and officer insurance (including premiums therefor),
(iv) other operational expenses of any Parent incurred in the ordinary
course of business, and (v) fees and expenses incurred by any Parent in
connection with any offering of Capital Stock or Indebtedness, (w) which
offering is not completed, or (x) where the net proceeds of such offering
are intended to be received by or contributed or loaned to the Borrower or a
Restricted Subsidiary, or (y) in a prorated amount of such expenses in
proportion to the amount of such net proceeds intended to be so received,
contributed or loaned, or (z) otherwise on an interim basis prior to
completion of such offering so long as any Parent shall cause the amount of
such expenses to be repaid to the Borrower or the relevant Restricted
Subsidiary out of the proceeds of such offering promptly if completed.


“Participant”: 
as defined in subsection 10.6(c).


“Patriot Act”: 
as defined in subsection 10.17.


“PBGC”: 
the Pension Benefit Guaranty Corporation established pursuant to Subtitle
A of Title IV of ERISA (or any successor thereto).


“Pension Act” shall mean the Pension Protection
Act of 2006, as it presently exists or as it may be amended from time to time.


“Permitted Holders”:  any of the following:  (i) any
of the Investors or Management Investors, and any of their respective
Affiliates; (ii) any investment fund or vehicle managed or sponsored by
CD&R, BAS Capital Funding Corporation, Banc of America Capital Investors V,
L.P., Citigroup Private Equity LP, J.P. Morgan Ventures Corporation or any
Affiliate thereof, and any Affiliate of or successor to any such investment
fund or vehicle; (iii) any limited or general partners of, or other
investors in, any Investor, BAS Capital Funding Corporation, Banc of America
Capital Investors V, L.P., Citigroup Private Equity LP, J.P. Morgan Ventures
Corporation or any Affiliate thereof, or any such investment fund or vehicle
(as to any such limited partner or other investor, solely to the extent of any
Capital Stock of the Borrower or any Parent actually received by way of
dividend or distribution from any such Investor, Affiliate, or investment fund
or vehicle); and (iv) any Person acting in the capacity of an underwriter
in connection with a public or private offering of Capital Stock of any Parent
or the Borrower.  In addition, any “person”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act) whose
status as a “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under
the Exchange Act) constitutes or results in a Change of Control in respect of
which the Borrower makes all payments of Loans and other amounts required by
the last paragraph of Section 8, together with its Affiliates, shall
thereafter constitute Permitted Holders.



 31
 









“Permitted Investment”:  an Investment by the Borrower or any
Restricted Subsidiary in, or consisting of, any of the following:


(i)            a Restricted Subsidiary, the
Borrower, or a Person that will, upon the making of such Investment, become a
Restricted Subsidiary (and any Investment held by such Person that was not
acquired by such Person in contemplation of so becoming a Restricted Subsidiary);


(ii)           another Person if as a result of such
Investment such other Person is merged or consolidated with or into, or
transfers or conveys all or substantially all its assets to, or is liquidated
into, the Borrower or a Restricted Subsidiary (and, in each case, any
Investment held by such other Person that was not acquired by such Person in contemplation
of such merger, consolidation or transfer);


(iii)          Temporary Cash Investments, Investment
Grade Securities or Cash Equivalents;


(iv)          receivables owing to the Borrower or
any Restricted Subsidiary, if created or acquired in the ordinary course of
business;


(v)           any securities or other Investments
received as consideration in, or retained in connection with, sales or other
dispositions of property or assets, including Asset Dispositions made in
compliance with subsection 7.4;


(vi)          securities or other Investments
received in settlement of debts created in the ordinary course of business and
owing to, or of other claims asserted by, the Borrower or any Restricted
Subsidiary, or as a result of foreclosure, perfection or enforcement of any
Lien, or in satisfaction of judgments, including in connection with any bankruptcy
proceeding or other reorganization of another Person;


(vii)         Investments in existence or made
pursuant to legally binding written commitments in existence on the Closing
Date;


(viii)        Currency Agreements, Interest Rate
Agreements, Commodities Agreements and related Hedging Obligations, which
obligations are Incurred in compliance with subsection 7.1;


(ix)           pledges or deposits (x) with respect
to leases or utilities provided to third parties in the ordinary course of
business or (y) otherwise described in the definition of “Permitted Liens” or
made in connection with Liens permitted under subsection 7.2;


(x)            (1) Investments in or by any Special
Purpose Subsidiary, or in connection with a Financing Disposition (described in
clause (i) of the definition thereof) by or to or in favor of any Special
Purpose Entity, including Investments of funds held in accounts permitted or
required by the arrangements governing such Financing Disposition or any
related Indebtedness, or (2) any promissory note issued by the Borrower,
or any Parent, provided that if such Parent receives cash from the relevant
Special Purpose Entity in



 32
 









exchange for such note, an equal cash amount is
contributed by any Parent to the Borrower;


(xi)           bonds secured by assets leased to and
operated by the Borrower or any Restricted Subsidiary that were issued in
connection with the financing of such assets so long as the Borrower or any
Restricted Subsidiary may obtain title to such assets at any time by paying a
nominal fee, canceling such bonds and terminating the transaction;


(xii)          any Indebtedness under the Senior
Interim Loan Facility (including any Senior Notes);


(xiii)         any Investment to the extent made using
Capital Stock of the Borrower (other than Disqualified Stock), or Capital Stock
of any Parent, as consideration;


(xiv)        Management Advances;


(xv)         Investments in Related Businesses in an
aggregate amount outstanding at any time not to exceed the greater of $75.0
million and 5.0% of Consolidated Tangible Assets;


(xvi)        any transaction to the extent it
constitutes an Investment that is permitted by and made in accordance with the
provisions of subsection 7.6(b) (except transactions described in clauses (i),
(v) and (vi) thereof), including any Investment pursuant to any transaction
described in clause (ii) of such subsection (whether or not any Person party
thereto is at any time an Affiliate of the Borrower);


(xvii)       any
Investment (x) by any Captive Insurance Subsidiary in connection with its
provision of insurance to the Borrower or any of its Subsidiaries or (y) by any
Home Warranty Subsidiary in connection with its provision of home warranty,
service contract or similar contracts or policies on behalf of the Borrower or
its Subsidiaries, in each case which Investment is made in the ordinary course
of business of such Captive Insurance Subsidiary or such Home Warranty
Subsidiary, as the case may be, or by reason of applicable law, rule,
regulation or order, or is required or approved by any regulatory authority
having jurisdiction over such Captive Insurance Subsidiary or such Home
Warranty Subsidiary or their respective businesses, as applicable; and


(xviii)      other
Investments in an aggregate amount outstanding at any time not to exceed the
greater of $100.0 million and 7.5% of Consolidated Tangible Assets.


If any Investment pursuant to clause (xv)
or (xviii) above, or subsection 7.5(b)(vii), as applicable, is made in any
Person that is not a Restricted Subsidiary and such Person thereafter becomes a
Restricted Subsidiary, such Investment shall thereafter be deemed to have been
made pursuant to clause (i) above and not clause (xv) or (xviii)
above or subsection 7.5(b)(vii) for so long as such Person continues to be a
Restricted Subsidiary.



 33
 









“Permitted Liens”:


(a)           Liens
for taxes, assessments or other governmental charges not yet delinquent or the
nonpayment of which in the aggregate would not reasonably be expected to have a
material adverse effect on the Borrower and its Restricted Subsidiaries or that
are being contested in good faith and by appropriate proceedings if adequate
reserves with respect thereto are maintained on the books of the Borrower or a
Subsidiary thereof, as the case may be, in accordance with GAAP;


(b)           carriers’,
warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other
like Liens arising in the ordinary course of business in respect of obligations
that are not overdue for a period of more than 60 days or that are bonded or
that are being contested in good faith and by appropriate proceedings;


(c)           pledges,
deposits or Liens in connection with workers’ compensation, unemployment
insurance and other social security and other similar legislation or other
insurance-related obligations (including, without limitation, pledges or
deposits securing liability to insurance carriers under insurance or
self-insurance arrangements);


(d)           pledges,
deposits or Liens to secure the performance of bids, tenders, trade, government
or other contracts (other than for borrowed money), obligations for utilities,
leases, licenses, statutory obligations, completion guarantees, surety,
judgment, appeal or performance bonds, other similar bonds, instruments or
obligations, and other obligations of a like nature incurred in the ordinary
course of business;


(e)           easements
(including reciprocal easement agreements), rights-of-way, building, zoning and
similar restrictions, utility agreements, covenants, reservations,
restrictions, encroachments, charges, and other similar encumbrances or title
defects incurred, or leases or subleases granted to others, in the ordinary
course of business, which do not in the aggregate materially interfere with the
ordinary conduct of the business of the Borrower and its Restricted
Subsidiaries, taken as a whole;


(f)            Liens
existing on, or provided for under written arrangements existing on, the
Closing Date or (in the case of any such Liens securing Indebtedness of the
Borrower or any of its Subsidiaries existing or arising under written
arrangements existing on the Closing Date) securing any Refinancing Indebtedness
in respect of such Indebtedness so long as the Lien securing such Refinancing
Indebtedness is limited to all or part of the same property or assets (plus
improvements, accessions, proceeds or dividends or distributions in respect
thereof) that secured (or under such written arrangements could secure) the
original Indebtedness;


(g)           (i)
mortgages, liens, security interests, restrictions, encumbrances or any other
matters of record that have been placed by any developer, landlord or other
third party on property over which the Borrower or any Restricted Subsidiary of
the Borrower has easement rights or on any leased property and subordination or
similar agreements relating thereto and (ii) any condemnation or eminent domain
proceedings affecting any real property;



 34
 









(h)           Liens
securing Indebtedness (including Liens securing any Obligations in respect
thereof) consisting of Hedging Obligations, Purchase Money Obligations or
Capitalized Lease Obligations Incurred in compliance with subsection 7.1;


(i)            Liens
arising out of judgments, decrees, orders or awards in respect of which the
Borrower or any Restricted Subsidiary shall in good faith be prosecuting an
appeal or proceedings for review, which appeal or proceedings shall not have
been finally terminated, or if the period within which such appeal or
proceedings may be initiated shall not have expired;


(j)            leases,
subleases, licenses or sublicenses to or from third parties;


(k)           Liens
securing Indebtedness (including Liens securing any Obligations in respect thereof)
consisting of (i) Indebtedness Incurred in compliance with subsection
7.1(b)(i), (b)(iv), (b)(v), (b)(vii), (b)(viii), (b)(ix) or (b)(x) or
subsection 7.1(b)(iii) (other than (x) Refinancing Indebtedness Incurred in
respect of Indebtedness described in subsection 7.1(a) or (y) Continuing Notes
and Refinancing Indebtedness Incurred in respect thereof), (ii) Bank
Indebtedness, (iii) the Facility, (iv) Indebtedness of any Restricted
Subsidiary that is not a Subsidiary Guarantor, (v) Indebtedness or other
obligations of any Special Purpose Entity, or (vi) obligations in respect of
Management Advances or Management Guarantees; in each case including Liens
securing any Guarantee of any thereof;


(l)            Liens
existing on property or assets of a Person at the time such Person becomes a
Subsidiary of the Borrower (or at the time the Borrower or a Restricted
Subsidiary acquires such property or assets, including any acquisition by means
of a merger or consolidation with or into the Borrower or any Restricted Subsidiary);
provided, however, that such Liens are not created in connection with, or in
contemplation of, such other Person becoming such a Subsidiary (or such
acquisition of such property or assets), and that such Liens are limited to all
or part of the same property or assets (plus improvements, accessions, proceeds
or dividends or distributions in respect thereof) that secured (or, under the
written arrangements under which such Liens arose, could secure) the
obligations to which such Liens relate;


(m)          Liens
on Capital Stock, Indebtedness or other securities of an Unrestricted
Subsidiary that secure Indebtedness or other obligations of such Unrestricted
Subsidiary;


(n)           any
encumbrance or restriction (including, but not limited to, put and call
agreements) with respect to Capital Stock of any joint venture or similar
arrangement pursuant to any joint venture or similar agreement;


(o)           Liens
securing Indebtedness (including Liens securing any Obligations in respect
thereof) consisting of Refinancing Indebtedness Incurred in respect of any
Indebtedness secured by, or securing any refinancing, refunding, extension,
renewal or replacement (in whole or in part) of any other obligation secured
by, any other Permitted Liens, provided that any such new Lien is limited to
all or part of the same property or assets (plus improvements, accessions,
proceeds or dividends or distributions in respect thereof) that secured (or,
under the written arrangements under which the original Lien arose, could
secure) the obligations to which such Liens relate;



 35
 









(p)           Liens
(i) arising by operation of law (or by agreement to the same effect) in the
ordinary course of business, (ii) on property or assets under construction
(and related rights) in favor of a contractor or developer or arising from
progress or partial payments by a third party relating to such property or
assets, (iii) on receivables (including related rights), (iv) on cash
set aside at the time of the Incurrence of any Indebtedness or government
securities purchased with such cash, in either case to the extent that such
cash or government securities prefund the payment of interest on such
Indebtedness and are held in an escrow account or similar arrangement to be
applied for such purpose, (v) securing or arising by reason of any netting
or set-off arrangement entered into in the ordinary course of banking or other
trading activities (including in connection with purchase orders and other
agreements with customers), (vi) in favor of the Borrower or any Subsidiary
(other than Liens on property or assets of the Borrower or any Subsidiary
Guarantor in favor of any Subsidiary that is not a Subsidiary Guarantor), (vii)
arising out of conditional sale, title retention, consignment or similar
arrangements for the sale of goods entered into in the ordinary course of
business, (viii) on inventory or other goods and proceeds securing obligations
in respect of bankers’ acceptances issued or created to facilitate the
purchase, shipment or storage of such inventory or other goods, (ix) relating to
pooled deposit or sweep accounts to permit satisfaction of overdraft, cash
pooling or similar obligations incurred in the ordinary course of business, (x)
attaching to commodity trading or other brokerage accounts incurred in the
ordinary course of business, (xi) arising in connection with repurchase
agreements permitted under subsection 7.1, on assets that are the subject of
such repurchase agreements or (xii) in favor of any Special Purpose Entity in
connection with any Financing Disposition; and


(q)           other
Liens securing obligations incurred in the ordinary course of business, which
obligations do not exceed $50.0 million at any time outstanding.


“Permitted Payment”:  as defined in subsection 7.5(b).


“Person”: 
any individual, corporation, partnership, joint venture, association,
joint-stock company, limited liability company, trust, unincorporated
organization, government or any agency or political subdivision thereof or any
other entity.


“PIK Interest”: 
as defined in subsection 3.1(a).


“PIK Margin”: 
0.75% per annum.


“Plan”: 
at a particular time, any employee benefit plan which is covered by ERISA
and in respect of which the Borrower or a Commonly Controlled Entity is an “employer”
as defined in Section 3(5) of ERISA.


“Preferred Stock”:  as applied to the Capital Stock of any
corporation, Capital Stock of any class or classes (however designated) that by
its terms is preferred as to the payment of dividends, or as to the
distribution of assets upon any voluntary or involuntary liquidation or
dissolution of such corporation, over shares of Capital Stock of any other
class of such corporation.


“Prepayment Date”:  as defined in subsection 3.4(c).



 36
 









“Prime Rate”: 
as defined in the definition of “ABR”.


“Purchase”: 
as defined in the definition of “Consolidated Coverage Ratio.”


“Purchase Money Obligations”:  any Indebtedness Incurred to finance or refinance
the acquisition, leasing, construction or improvement of property (real or
personal) or assets, and whether acquired through the direct acquisition of
such property or assets or the acquisition of the Capital Stock of any Person
owning such property or assets, or otherwise.


“Rating Agencies”:  collectively, Moody’s and S&P, or, if
Moody’s or S&P or both shall not make an applicable rating publicly
available, a nationally recognized statistical rating agency or agencies, as
the case may be, selected by the Borrower which shall be substituted for Moody’s
or S&P or both, as the case may be.


“Receivable”: 
a right to receive payment pursuant to an arrangement with another
Person pursuant to which such other Person is obligated to pay, as determined
in accordance with GAAP.


“refinance”: 
refinance, refund, replace, renew, repay, modify, restate, defer, substitute,
supplement, reissue, resell or extend (including pursuant to any defeasance or
discharge mechanism); and the terms “refinances,” “refinanced”
and “refinancing” as used for any purpose in this Agreement shall have a
correlative meaning.


“Refinancing Agreement”:  as defined in subsection 7.7.


“Refinancing Date”:  the Senior Interim Loan Maturity Date or such
earlier date selected by the Borrower following the completion after the date
hereof of a standard high yield roadshow after which no Senior Notes were
issued.


“Refinancing Indebtedness”:  Indebtedness that is Incurred to refinance
any Indebtedness existing on the Closing Date or Incurred in compliance with
this Agreement (including Indebtedness of the Borrower that refinances
Indebtedness of any Restricted Subsidiary (to the extent permitted by this
Agreement) and Indebtedness of any Restricted Subsidiary that refinances
Indebtedness of another Restricted Subsidiary) including Indebtedness that
refinances Refinancing Indebtedness; provided that


(1)           (x)
if the Indebtedness being refinanced is Subordinated Obligations or Guarantor
Subordinated Obligations, the Refinancing Indebtedness has a final Stated
Maturity at the time such Refinancing Indebtedness is Incurred that is equal to
or greater than the final Stated Maturity of the Indebtedness being refinanced
(or, if earlier, July 15, 2015) or (y) if the Indebtedness being
refinanced is Continuing Notes, the Refinancing Indebtedness has a final Stated
Maturity at the time such Refinancing Indebtedness is Incurred that is equal to
or greater than the final Stated Maturity of the Indebtedness being refinanced
(or, if earlier, July 15, 2015) and, if such Refinancing Indebtedness is
Guaranteed by any Restricted Subsidiary of the Borrower, each such Guarantee
shall be subordinated to the prior payment in full of the Senior Interim Loans
on terms consistent with those for senior subordinated debt securities issued
by companies sponsored by CD&R or otherwise customary (in each case,
determined in good faith by the Borrower),



 37
 









(2)           such
Refinancing Indebtedness is Incurred in an aggregate principal amount (or if
issued with original issue discount, an aggregate issue price) that is equal to
or less than the sum of (x) the aggregate principal amount (or if issued
with original issue discount, the aggregate accreted value) then outstanding of
the Indebtedness being refinanced, plus (y) fees, underwriting
discounts, premiums and other costs and expenses incurred in connection with
such Refinancing Indebtedness and


(3)           Refinancing
Indebtedness shall not include (x) Indebtedness of a Restricted Subsidiary
that is not a Subsidiary Guarantor that refinances Indebtedness of the Borrower
or a Subsidiary Guarantor that could not have been initially Incurred by such
Restricted Subsidiary pursuant to subsection 7.1 or (y) Indebtedness of
the Borrower or a Restricted Subsidiary that refinances Indebtedness of an
Unrestricted Subsidiary.


“Refunding Capital Stock”:  as defined in subsection 7.5(b)(i).


“Register”: 
as defined in subsection 10.6(b).


“Regulation S-X”:  Regulation S-X promulgated by the SEC,
as in effect on the Closing Date.


“Regulation T”: 
Regulation T of the Board as in effect from time to time.


“Regulation U”: 
Regulation U of the Board as in effect from time to time.


“Regulation X”: 
Regulation X of the Board as in effect from time to time.


“Related Business”:  those businesses in which the Borrower or any
of its Subsidiaries is engaged on the date of this Agreement, or that are
similar, related, complementary, incidental or ancillary thereto or extensions,
developments or expansions thereof.


“Related Taxes”:  (x) any taxes, charges or assessments,
including but not limited to sales, use, transfer, rental, ad valorem,
value-added, stamp, property, consumption, franchise, license, capital, net
worth, gross receipts, excise, occupancy, intangibles or similar taxes, charges
or assessments (other than federal, state or local taxes measured by income,
and federal, state or local withholding imposed by any government or other
taxing authority on payments made by any Parent other than to another Parent),
required to be paid by any Parent by virtue of its being incorporated or having
Capital Stock outstanding (but not by virtue of owning stock or other equity
interests of any corporation or other entity other than the Borrower, any of
its Subsidiaries or any Parent), or being a holding company parent of the
Borrower, any of its Subsidiaries or any Parent or receiving dividends from or
other distributions in respect of the Capital Stock of the Borrower, any of its
Subsidiaries or any Parent, or having guaranteed any obligations of the
Borrower or any Subsidiary thereof, or having made any payment in respect of
any of the items for which the Borrower or any of its Subsidiaries is permitted
to make payments to any Parent pursuant to subsection 7.5, or acquiring,
developing, maintaining, owning, prosecuting, protecting or defending its
intellectual property and associated rights (including but not limited to
receiving or paying royalties for the use thereof) relating to the business or
businesses of the Borrower or any Subsidiary thereof, (y) any taxes
attributable to any taxable period (or portion



 38
 









thereof) ending on
or prior to the Closing Date, or to any Parent’s receipt of (or entitlement to)
any payment in connection with the Transactions, including any payment received
after the Closing Date pursuant to any agreement related to the Transactions or
(z) any other federal, state, foreign, provincial or local taxes measured
by income for which any Parent is liable, up to an amount not to exceed, with
respect to federal taxes, the amount of any such taxes that the Borrower and
its Subsidiaries would have been required to pay on a separate company basis,
or on a consolidated basis as if the Borrower had filed a consolidated return
on behalf of an affiliated group (as defined in Section 1504 of the Code
or an analogous provision of state, local or foreign law) of which it were the
common parent, or with respect to state and local taxes, the amount of any such
taxes that the Borrower and its Subsidiaries would have been required to pay on
a separate company basis, or on a combined basis as if the Borrower had filed a
combined return on behalf of an affiliated group consisting only of the
Borrower and its Subsidiaries.


“Reorganization”:  with respect to any Multiemployer Plan, the
condition that such plan is in reorganization within the meaning of
Section 4241 of ERISA.


“Reportable Event”:  any of the events set forth in
Section 4043(c) of ERISA, other than those events as to which the thirty
day notice period is waived under PBGC Reg. § 4043 or any successor
regulation thereto.


“Required Interim Loan Refinancing”:  any offering or issuance of indebtedness or
securities of the Borrower or any of its Subsidiaries pursuant to
Section 4 of the Fee Letter, dated April 9, 2007, among Citigroup
Global Markets Inc., J.P. Morgan Securities Inc., JPMorgan Chase Bank, N.A.,
Banc of America Securities LLC, Banc of America Bridge LLC, Bank of America,
N.A., Blue Ridge Investments, L.L.C., Goldman Sachs Credit Partners L.P.,
Morgan Stanley Senior Funding, Inc. and Acquisition Co.


“Required Lenders”:  Lenders the sum of whose outstanding
Individual Lender Exposures represent at least a majority of the sum of the
aggregate amount of all outstanding Senior Interim Loans.


“Required Non-Original Lenders”:  Non-Defaulting Lenders (other than Original
Lenders) the sum of whose outstanding Individual Lender Exposures represent at
least a majority of the sum of the aggregate amount of all outstanding Senior
Interim Loans of Non-Defaulting Lenders (other than Original Lenders).


“Requirement of Law”:  as to any Person, the certificate of
incorporation and by-laws or other organizational or governing documents of
such Person, and any law, statute, ordinance, code, decree, treaty, rule or
regulation or determination of an arbitrator or a court or other Governmental
Authority, in each case applicable to or binding upon such Person or any of its
material property or to which such Person or any of its material property is
subject, including laws, ordinances and regulations pertaining to zoning,
occupancy and subdivision of real properties; provided that the
foregoing shall not apply to any non-binding recommendation of any Governmental
Authority.


“Responsible Officer”:  as to any Person, any of the following
officers of such Person:  (a) the
chief executive officer or the president of such Person and, with respect to
financial matters, the chief financial officer, the treasurer or the controller
of such Person, (b) any vice president of such Person or, with respect to
financial matters, any assistant treasurer or assistant controller of such
Person, who has been designated in writing to the Administrative Agent as a Responsible
Officer by such chief executive officer or president of such Person or, with
respect to financial matters, such chief financial officer of such Person,
(c)  with respect to



 39
 









ERISA matters, the senior vice president - human
resources (or substantial equivalent) of such Person and (d) any other
individual designated as a “Responsible Officer” for the purposes of this
Agreement by the Board of Directors or equivalent body of such Person.


“Restricted Payment”:  as defined in subsection 7.5(a).


“Restricted Payment Transaction”:  any Restricted Payment permitted pursuant to
subsection 7.5, any Permitted Payment, any Permitted Investment, or any
transaction specifically excluded from the definition of the term “Restricted
Payment” (including pursuant to the exception contained in clause (i) and
the parenthetical exclusions contained in clauses (ii) and (iii) of such
definition).


“Restricted Subsidiary”:  any Subsidiary of the Borrower other than an
Unrestricted Subsidiary.


“Revolving Administrative Agent”:  Citibank, N.A., in its capacity as
administrative agent under the Revolving Credit Agreement, and its successors
and assigns.


“Revolving Collateral Agent”:  Citibank, N.A., in its capacity as collateral
agent under the Revolving Credit Agreement, and its successors and assigns.


“Revolving Credit Agreement”:  that Revolving Credit Agreement, dated as of
the date hereof, among ServiceMaster, certain Subsidiaries of ServiceMaster
party thereto, the lenders party thereto, JPMCB, as syndication agent and
Citibank, N.A., as administrative agent and as collateral agent for the Revolving
Secured Parties, as such agreement may be amended, supplemented, waived or
otherwise modified from time to time or refunded, refinanced, restructured,
replaced, renewed, repaid, increased or extended from time to time (whether in
whole or in part, whether with the original administrative agent and lenders or
other agents and lenders or otherwise, and whether provided under the original
Revolving Credit Agreement or other credit agreements or otherwise, unless such
agreement or instrument expressly provides that it is not intended to be and is
not a Revolving Credit Agreement hereunder). 
Any reference to the Revolving Credit Agreement hereunder shall be
deemed a reference to any Revolving Credit Agreement then in existence.


“Revolving Facility”:  the collective reference to the Revolving
Credit Agreement, any Revolving Loan Documents, any notes and letters of credit
issued pursuant thereto and any guarantee and collateral agreement, patent and
trademark security agreement, mortgages, letter of credit applications and
other guarantees, pledge agreements, security agreements and collateral documents,
and other instruments and documents, executed and delivered pursuant to or in
connection with any of the foregoing, in each case as the same may be amended, supplemented,
waived or otherwise modified from time to time, or refunded, refinanced,
restructured, replaced, renewed, repaid, increased or extended from time to
time (whether in whole or in part, whether with the original agent and lenders
or other agents and lenders or otherwise, and whether provided under the
original Revolving Credit Agreement or one or more other credit agreements,
indentures or financing agreements or otherwise, unless such agreement
expressly provides that it is not intended to be and is not a Revolving
Facility hereunder).  Without limiting
the generality of the foregoing, the term “Revolving Facility” shall



 40
 









include any agreement (i) changing the maturity
of any Indebtedness Incurred thereunder or contemplated thereby,
(ii) adding Subsidiaries of Holding as additional borrowers or guarantors
thereunder, (iii) increasing the amount of Indebtedness Incurred
thereunder or available to be borrowed thereunder or (iv) otherwise altering
the terms and conditions thereof.


“Revolving Loan Documents”:  the Loan Documents as defined in the
Revolving Credit Agreement, as the same may be amended, supplemented, waived,
otherwise modified, extended, renewed, refinanced or replaced from time to
time.


“Revolving Secured Parties”:  the Revolving Administrative Agent, the
Revolving Collateral Agent and each Person that is a lender under the Revolving
Credit Agreement.


“S&P”: 
Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies,
Inc., and its successors.


“Sale”: 
as defined in the definition of “Consolidated Coverage Ratio.”


“SEC”: 
the Securities and Exchange Commission.


“Securities Act”:  the Securities Act of 1933, as amended from
time to time.


“Senior Credit Facilities”:  collectively, the Term Loan Facility and the
Revolving Facility.


“Senior Indebtedness”:   any Indebtedness of the Borrower or any
Restricted Subsidiary other than, in the case of the Borrower, Subordinated
Obligations, and, in the case of any Subsidiary Guarantor, Guarantor
Subordinated Obligations.


“Senior Interim Loan”:  as defined in subsection 2.1(a); and
collectively, the “Senior Interim Loans.”


“Senior Interim Loan Commitment”:  as to any Lender, its obligation to make
Senior Interim Loans to the Borrower pursuant to subsection 2.1(a) in an
aggregate amount not to exceed the amount set forth opposite such Lender’s name
in Schedule A under the heading “Senior Interim Loan Commitment”
(collectively, as to all the Senior Interim Loan Lenders, the “Senior
Interim Loan Commitments”).  The
original aggregate amount of the Senior Interim Loan Commitments on the Closing
Date is $1,150,000,000.


“Senior Interim Loan Facility”:  the collective reference to this Agreement,
any Loan Documents, and any notes issued pursuant hereto and any guarantees,
and other instruments and documents, executed and delivered pursuant to or in
connection with any of the foregoing, in each case as the same may be amended,
supplemented, waived or otherwise modified from time to time, or refunded,
refinanced, restructured, replaced, renewed, repaid, increased or extended from
time to time (whether in whole or in part, whether with the original agent and
lenders or other agents and lenders or otherwise, and whether provided under
this Agreement or one or more other credit agreements, indentures or financing
agreements or otherwise, unless such agreement or instrument expressly provides
that it is not intended to be and is not a Senior Interim Loan Facility
hereunder).  Without limiting the
generality of the



 41















foregoing, the term “Senior Interim Loan Facility”
shall include (x) any Senior Notes Indenture and (y) any agreement
(i) changing the maturity of any Indebtedness Incurred thereunder or contemplated
thereby, (ii) adding Subsidiaries of the Borrower as additional borrowers
or guarantors thereunder, (iii) increasing the amount of Indebtedness
Incurred thereunder or available to be borrowed thereunder, (iv) otherwise
altering the terms and conditions thereof or (v) evidencing or governing
any Indebtedness Incurred pursuant to any Required Interim Loan Refinancing.


“Senior Interim Loan Fixed Rate”:  10.75% per annum.


“Senior Interim Loan Lender”:  any Lender having a Senior Interim Loan Commitment
hereunder and/or a Senior Interim Loan outstanding hereunder; and all such
Lenders collectively, the “Senior Interim Loan Lenders.”


“Senior Interim Loan Maturity Date”:  July 24, 2008.


“Senior Interim Loan Note”:  as defined in subsection 2.2(a), and
collectively, the “Senior Interim Loan Notes.”


“Senior Interim Loan Percentage”:  as to any Senior Interim Loan Lender at any
time, the percentage which (a) such Lender’s Senior Interim Loans then
outstanding constitutes of (b) the sum of all of the Senior Interim Loans
then outstanding.


“Senior Notes”:  (a) any
Senior Notes of the Borrower to be issued after the Closing Date upon the
conversion or exchange of the Senior Interim Loans for such Senior Notes, or to
refinance in whole or in part the Senior Interim Loans or any notes issued to
refinance or upon the conversion or exchange of any Senior Interim Loans, and
(b) any substantially similar Senior Notes (whether registered under the
Securities Act or otherwise) that have been exchanged for any such other Senior
Notes; in each case as any such Senior Notes may be amended, supplemented,
waived or otherwise modified from time to time; and including, for the
avoidance of doubt, if applicable, any increase in the principal amount of any
Senior Note due to the accrual of interest paid in kind and any Senior Note
issued to evidence interest paid in kind.


“Senior Notes Indenture”:  any
indenture governing any Senior Notes, as the same may be amended,
supplemented, waived or otherwise modified from time to time.


“Senior Refinancing Indenture”: 
the Indenture to be dated the Refinancing Date substantially in the form
attached as Exhibit H hereto.


“Senior Refinancing Registration Rights Agreement”:  the Registration Rights Agreement to be dated
the Refinancing Date, substantially in the form of Exhibit I hereto,
pursuant to which the Borrower will be required to file a shelf registration
statement (or, at the Borrower’s option, an exchange offer registration
statement) with respect to the Senior Notes.


“ServiceMaster”:  as defined in the Recitals hereto.


“Settlement Service”:  as defined in subsection 10.6(b)(vi).



 42
 









“Significant Subsidiary”:   any Restricted Subsidiary that would be a “significant
subsidiary” of the Borrower within the meaning of Rule 1-02 under Regulation
S-X promulgated by the SEC, as such Regulation is in effect on the Closing
Date.


“Single Employer Plan”:  any Plan which is covered by Title IV of
ERISA, but which is not a Multiemployer Plan.


“Solvent” and “Solvency”:  with respect to any Person on a particular
date, the condition that, on such date, (a) the fair value of the property
of such Person is greater than the total amount of liabilities, including
contingent liabilities, of such Person, (b) the present fair salable value
of the assets of such Person is not less than the amount that will be required
to pay the probable liability of such Person on its debts as they become
absolute and matured, (c) such Person does not intend to, and does not
believe that it will, incur debts or liabilities beyond such Person’s ability
to pay as such debts and liabilities mature, and (d) such Person is not
engaged in business or a transaction, and is not about to engage in business or
a transaction, for which such Person’s property would constitute an
unreasonably small amount of capital.


“Special Purpose Entity”:  (x) any Special Purpose Subsidiary or
(y) any other Person that is engaged in the business of acquiring,
selling, collecting, financing or refinancing Receivables, accounts (as defined
in the Uniform Commercial Code as in effect in any jurisdiction from time to
time), other accounts and/or other receivables, and/or related assets.


“Special Purpose Financing”:  any financing or refinancing of assets
consisting of or including Receivables of the Borrower or any Restricted
Subsidiary that have been transferred to a Special Purpose Entity or made
subject to a Lien in a Financing Disposition.


“Special Purpose Financing Expense”:  for any period, (a) the aggregate
interest expense for such period on any Indebtedness of any Special Purpose
Subsidiary that is a Restricted Subsidiary, which Indebtedness is not recourse
to the Borrower or any Restricted Subsidiary that is not a Special Purpose
Subsidiary (other than with respect to Special Purpose Financing Undertakings),
and (b) Special Purpose Financing Fees.


“Special Purpose Financing Fees”:  distributions or payments made directly or by
means of discounts with respect to any participation interest issued or sold in
connection with, and other fees paid to a Person that is not a Restricted
Subsidiary in connection with, any Special Purpose Financing.


“Special Purpose Financing Undertakings”:  representations, warranties, covenants,
indemnities, guarantees of performance and (subject to clause (y) of the
proviso below) other agreements and undertakings entered into or provided by
the Borrower or any of its Restricted Subsidiaries that the Borrower determines
in good faith (which determination shall be conclusive) are customary or
otherwise necessary or advisable in connection with a Special Purpose Financing
or a Financing Disposition; provided that (x) it is understood that
Special Purpose Financing Undertakings may consist of or include
(i) reimbursement and other obligations in respect of notes, letters of
credit, surety bonds and similar instruments provided for credit enhancement purposes
or (ii) Hedging Obligations, or other obligations relating to Interest
Rate Agreements, Currency Agreements or Commodities Agreements entered into by
the



 43
 









Borrower or any Restricted Subsidiary, in respect of
any Special Purpose Financing or Financing Disposition, and (y) subject to
the preceding clause (x), any such other agreements and undertakings shall
not include any Guarantee of Indebtedness of a Special Purpose Subsidiary by
the Borrower or a Restricted Subsidiary that is not a Special Purpose Subsidiary.


“Special Purpose Subsidiary”:  a Subsidiary of the Borrower that (a) is
engaged solely in (x) the business of acquiring, selling, collecting,
financing or refinancing Receivables, accounts (as defined in the Uniform
Commercial Code as in effect in any jurisdiction from time to time) and other
accounts and receivables (including any thereof constituting or evidenced by
chattel paper, instruments or general intangibles), all proceeds thereof and
all rights (contractual and other), collateral and other assets relating
thereto, and (y) any business or activities incidental or related to
such business, and (b) is
designated as a “Special Purpose Subsidiary” by the Borrower.


“Sponsors”: 
CD&R, BAS Capital Funding Corporation, Banc of America Capital Investors
V, L.P., Citigroup Private Equity LP and J.P. Morgan Ventures Corporation.


“Stated Maturity”:  with respect to any Indebtedness, the date
specified in such Indebtedness as the fixed date on which the payment of
principal of such Indebtedness is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase or repayment of such Indebtedness at the option of the holder
thereof upon the happening of any contingency).


“Subordinated Obligations”:  any Indebtedness of the Borrower (whether outstanding
on the Closing Date or thereafter Incurred) that is expressly subordinated in
right of payment to the Obligations hereunder and under the Loan Documents
pursuant to a written agreement.


“Subsidiary”: 
of any Person, means any corporation, association, partnership, or other
business entity of which more than 50% of the total voting power of shares of
Capital Stock or other equity interests (including partnership interests)
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly by (i) such Person or (ii) one or
more Subsidiaries of such Person.  Unless
otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in
this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.


“Subsidiary Guarantee”:  the guarantee of the obligations of the
Borrower under the Loan Document provided pursuant to the Guarantee Agreement.


“Subsidiary Guarantor”:  any Restricted Subsidiary of the Borrower
that enters into a Subsidiary Guarantee.


“Successor Company”:  as defined in subsection 7.3(a).


“Supermajority Lenders”:  Lenders the sum of whose outstanding
Individual Lender Exposure represents at least 66 2/3% of the sum of the
aggregate amount of all outstanding Senior Interim Loans.


“Supermajority Termination Date”:  as defined in subsection 10.1(a)(v).



 44
 









“Supervisory Review Process”:  as defined in subsection 3.10(c).


“Syndication Agent”:  as defined in the Preamble.


“Tax Sharing Agreement”:  the Tax Sharing Agreement, dated as of the
Closing Date, among the Borrower, Holding, Investment Holding and Holding
Parent, as the same may be amended, supplemented, waived or otherwise modified
from time to time in accordance with the terms thereof and of this Agreement.


“Taxes”: 
any and all present or future income, stamp or other taxes, levies, imposts,
duties, fees, deductions or withholdings, now or hereafter imposed, levied,
collected, withheld or assessed by any Governmental Authority.


“Temporary Cash Investments”:  any of the following:  (i) any investment in (x) direct
obligations of the United States of America, a member state of The European
Union or any country in whose currency funds are being held pending their
application in the making of an investment or capital expenditure by the Borrower
or a Restricted Subsidiary in that country or with such funds, or any agency or
instrumentality of any thereof or obligations Guaranteed by the United States
of America or a member state of The European Union or any country in whose
currency funds are being held pending their application in the making of an
investment or capital expenditure by the Borrower or a Restricted Subsidiary in
that country or with such funds, or any agency or instrumentality of any of the
foregoing, or obligations guaranteed by any of the foregoing or (y) direct
obligations of any foreign country recognized by the United States of America
rated at least “A” by S&P or “A-1” by Moody’s (or, in either case, the
equivalent of such rating by such organization or, if no rating of S&P or
Moody’s then exists, the equivalent of such rating by any nationally recognized
rating organization), (ii) overnight bank deposits, and investments in
time deposit accounts, certificates of deposit, bankers’ acceptances and money
market deposits (or, with respect to foreign banks, similar instruments)
maturing not more than one year after the date of acquisition thereof issued by
(x) any bank or other institutional lender under a Credit Facility or any
affiliate thereof or (y) a bank or trust company that is organized under
the laws of the United States of America, any state thereof or any foreign
country recognized by the United States of America having capital and surplus
aggregating in excess of $250.0 million (or the foreign currency
equivalent thereof) and whose long term debt is rated at least “A” by S&P
or “A-1” by Moody’s (or, in either case, the equivalent of such rating by such
organization or, if no rating of S&P or Moody’s then exists, the equivalent
of such rating by any nationally recognized rating organization) at the time
such Investment is made, (iii) repurchase obligations for underlying
securities or instruments of the types described in clause (i) or (ii)
above entered into with a bank meeting the qualifications described in
clause (ii) above, (iv) Investments in commercial paper, maturing not
more than 24 months after the date of acquisition, issued by a Person (other
than that of the Borrower or any of its Subsidiaries), with a rating at the
time as of which any Investment therein is made of “P-2” (or higher) according
to Moody’s or “A-2” (or higher) according to S&P (or, in either case, the
equivalent of such rating by such organization or, if no rating of S&P or
Moody’s then exists, the equivalent of such rating by any nationally recognized
rating organization), (v) Investments in securities maturing not more than
24 months after the date of acquisition issued or fully guaranteed by any
state, commonwealth or territory of the United States of America, or by any
political subdivision or taxing authority thereof, and rated at least “BBB-” by
S&P or “Baa3” by Moody’s (or, in either



 45
 









case, the equivalent of such rating by such
organization or, if no rating of S&P or Moody’s then exists, the equivalent
of such rating by any nationally recognized rating organization),
(vi) Indebtedness or Preferred Stock (other than of the Borrower or any of
its Subsidiaries) having a rating of “A” or higher by S&P or “A2” or higher
by Moody’s (or, in either case, the equivalent of such rating by such organization
or, if no rating of S&P or Moody’s then exists, the equivalent of such
rating by any nationally recognized rating organization), (vii) investment
funds investing 95% of their assets in securities of the type described in
clauses (i)-(vi) above (which funds may also hold reasonable amounts
of cash pending investment and/or distribution), (viii) any money market
deposit accounts issued or offered by a domestic commercial bank or a
commercial bank organized and located in a country recognized by the United
States of America, in each case, having capital and surplus in excess of
$250.0 million (or the foreign currency equivalent thereof), or
investments in money market funds subject to the risk limiting conditions of
Rule 2a-7 (or any successor rule) of the SEC under the Investment
Company Act of 1940, as amended, and (ix) similar investments approved by
the Board of Directors in the ordinary course of business.


“Term Loan Administrative Agent”:  Citibank, N.A., in its capacity as
administrative agent under the Term Loan Credit Agreement, and its successors
and assigns.


“Term Loan Collateral Agent”:  Citibank, N.A., in its capacity as collateral
agent under the Term Loan Credit Agreement, and its successors and assigns.


“Term Loan Credit Agreement”:  that Credit Agreement, dated as of the
Closing Date, among the Borrower, the lenders party thereto, JPMCB, as
syndication agent, and the Term Loan Administrative Agent and Term Loan
Collateral Agent for the Term Loan Secured Parties, as such agreement may be
amended, supplemented, waived or otherwise modified from time to time or
refunded, refinanced, restructured, replaced, renewed, repaid, increased or
extended from time to time (whether in whole or in part, whether with the
original administrative agent and lenders or other agents and lenders or
otherwise, and whether provided under the original Term Loan Credit Agreement
or other credit agreements or otherwise, unless such agreement or instrument
expressly provides that it is not intended to be and is not a Term Loan Credit
Agreement hereunder).  Any reference to
the Term Loan Credit Agreement hereunder shall be deemed a reference to any
Term Loan Credit Agreement then in existence.


“Term Loan Documents”:  the Loan Documents as defined in the Term
Loan Credit Agreement, as the same may be amended, supplemented, waived,
otherwise modified, extended, renewed, refinanced or replaced from time to
time.


“Term Loan Facility”:  the collective reference to the Term Loan
Credit Agreement, any Term Loan Documents, any notes and any guarantee and
collateral agreement, patent and trademark security agreement, mortgages,
letter of credit applications and other guarantees, pledge agreements, security
agreements and collateral documents, and other instruments and documents,
executed and delivered pursuant to or in connection with any of the foregoing,
in each case as the same may be amended, supplemented, waived or otherwise modified
from time to time, or refunded, refinanced, restructured, replaced, renewed,
repaid, increased or extended from time to time (whether in whole or in part,
whether with the original agent and lenders or other agents and lenders or
otherwise, and whether provided under the



 46
 









original Term Loan Credit Agreement or one or more
other credit agreements, indentures or financing agreements or otherwise,
unless such agreement or instrument expressly provides that it is not intended
to be and is not a Term Loan Facility hereunder).  Without limiting the generality of the
foregoing, the term “Term Loan Facility” shall include any agreement
(i) changing the maturity of any Indebtedness Incurred thereunder or
contemplated thereby, (ii) adding Subsidiaries of a Borrower as additional
borrowers or guarantors thereunder, (iii) increasing the amount of Indebtedness
Incurred thereunder or available to be borrowed thereunder or
(iv) otherwise altering the terms and conditions thereof.


“Term Loan Secured Parties”:  the Term Loan Administrative Agent, the Term
Loan Collateral Agent and each Person that is a lender under the Term Loan
Credit Agreement.


“Trade Payables”:  with respect to any Person, any accounts
payable or any indebtedness or monetary obligation to trade creditors created,
assumed or guaranteed by such Person arising in the ordinary course of business
in connection with the acquisition of goods or services.


“Transactions”: 
collectively, any or all of the following:  (i) the Merger, (ii) the repayment
at maturity or redemption of the Existing 2007 Notes, the redemption of the
Existing 2009 Notes and the repayment and termination of the Existing Credit
Facilities, (iii) the entry into the Senior Interim Loan Facility and
Incurrence of Indebtedness hereunder by one or more of the Borrower and its
Subsidiaries, including any Required Interim Loan Refinancing, (iv) the
entry into the Senior Credit Facilities and Incurrence of Indebtedness
thereunder by one or more of the Borrower and its Subsidiaries, and
(v) all other transactions relating to any of the foregoing (including
payment of fees and expenses related to any of the foregoing). For purposes of
the foregoing, “Existing Credit Facilities” means the Credit Agreement, dated
as of May 19, 2004, as amended by Amendment No. 1, dated as of May 6, 2005,
each among ServiceMaster, the lenders, JPMCB and Bank of America, N.A. as
syndication agents, SunTrust Bank, as administrative agent, and U.S. Bank
National Association and Wachovia Bank, N.A. as documentation agents.


“Transferee”: 
any Participant or Assignee.


“Treasury Capital Stock”:  as defined in subsection 7.5(b)(i).


“Type”: 
the type of Loan determined based on the interest option applicable
thereto, with there being two Types of Loans hereunder, namely ABR Loans and
Eurocurrency Loans.


“Underfunding”: 
the excess of the present value of all accrued benefits under a Plan
(based on those assumptions used to fund such Plan), determined as of the most
recent annual valuation date, over the value of the assets of such Plan
allocable to such accrued benefits.


“Unrestricted Cash”:  cash, Cash Equivalents and Temporary Cash
Investments, other than (i) as disclosed in the consolidated financial
statements of the Borrower as a line item on the balance sheet as “restricted
cash” and (ii) cash, Cash Equivalents and Temporary Cash Investments of a
Captive Insurance Company or Home Warranty Subsidiary to the extent such



 47
 









cash, Cash Equivalents and Temporary Cash Investments
are not permitted by applicable law or regulation to be dividended, distributed
or otherwise transferred to the Borrower or any Restricted Subsidiary that is
not either a Captive Insurance Company or a Home Warranty Subsidiary.


“Unrestricted Subsidiary”:  (i) any Subsidiary of the Borrower that
at the time of determination is an Unrestricted Subsidiary, as designated by
the Board of Directors in the manner provided below, and (ii) any
Subsidiary of an Unrestricted Subsidiary. 
The Board of Directors may designate any Subsidiary of the Borrower
(including any newly acquired or newly formed Subsidiary of the Borrower) to be
an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries
owns any Capital Stock or Indebtedness of, or owns or holds any Lien on any
property of, the Borrower or any other Restricted Subsidiary of the Borrower
that is not a Subsidiary of the Subsidiary to be so designated; provided
that (A) such designation was made at or prior to the Closing Date, or
(B) the Subsidiary to be so designated has total consolidated assets of
$1,000 or less or (C) if such Subsidiary has consolidated assets greater than
$1,000, then such designation would be permitted under
subsection 7.5.  The Board of
Directors may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided that immediately after giving effect to such
designation (x) the Borrower could Incur at least $1.00 of additional
Indebtedness under subsection 7.1(a) or (y) the Consolidated Coverage
Ratio would be greater than it was immediately prior to giving effect to such
designation or (z) such Subsidiary shall be a Special Purpose Subsidiary
with no Indebtedness outstanding other than Indebtedness that can be Incurred
(and upon such designation shall be deemed to be Incurred and outstanding)
pursuant to subsection 7.1(b).  Any
such designation by the Board of Directors shall be evidenced to the
Administrative Agent by promptly delivering to the Administrative Agent a copy
of the resolution of the Board of Directors giving effect to such designation
and a certificate signed by a Responsible Officer of the Borrower certifying
that such designation complied with the foregoing provisions.


“U.S. Tax Compliance Certificate”:  as defined in subsection 3.11(b).


“Voting Stock”: 
with respect to an entity, all classes of Capital Stock of such entity
then outstanding and normally entitled to vote in the election of directors or
all interests in such entity with the ability to control the management or
actions of such entity.


“Wholly Owned Domestic Subsidiary”:  as to any Person, any Domestic Subsidiary of
such Person that is a Material Subsidiary of such Person, and of which such
Person owns, directly or indirectly through one or more Wholly Owned Domestic
Subsidiaries, all of the Capital Stock of such Domestic Subsidiary.


1.2           Other
Definitional Provisions.


(a)           Unless
otherwise specified therein, all terms defined in this Agreement shall have the
defined meanings when used in any Senior Interim Loan Notes, any other Loan
Document or any certificate or other document made or delivered pursuant
hereto.


(b)           As
used herein and in any Senior Interim Loan Notes and any other Loan Document,
and any certificate or other document made or delivered pursuant hereto or
thereto,



 48
 









accounting terms relating to the Borrower and its Subsidiaries not
defined in subsection 1.1 and accounting terms partly defined in
subsection 1.1, to the extent not defined, shall have the respective
meanings given to them under GAAP.


(c)           The words “hereof,” “herein”
and “hereunder” and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this
Agreement, and Section, subsection, Schedule and Exhibit references are to this
Agreement unless otherwise specified.  The words “include,” “includes”
and “including” shall be deemed to be followed by the phrase “without limitation,”
if not expressly followed by such phrase or the phrase “but not limited to.”


(d)           The
meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.


(e)           For
all purposes of this Agreement, except as otherwise expressly provided or
unless the context otherwise requires: 
(i) ”or” is not exclusive; (ii) all accounting terms not
otherwise defined herein have the meanings assigned to them in accordance with
GAAP; and (iii) references to sections of, or rules under, the Securities
Act shall be deemed to include substitute, replacement or successor sections or
rules adopted by the SEC from time to time.


SECTION 2               AMOUNT
AND TERMS OF COMMITMENTS.


2.1           Senior
Interim Loans.


(a)           Senior
Interim Loans Generally.  Subject to
the terms and conditions hereof, each Senior Interim Loan Lender severally
agrees to make, in Dollars, in a single draw on the Closing Date, one or more
term loans (each, a “Senior Interim Loan”) to the Borrower in an
aggregate principal amount not to exceed the amount set forth opposite such
Senior Interim Loan Lender’s name in Schedule A under the heading “Senior
Interim Loan Commitment,” as such amount may be adjusted or reduced pursuant to
the terms hereof.


(b)           Senior
Interim Loans.  The Senior Interim
Loans:


(i)            shall be incurred
and maintained as Eurocurrency Loans with an Interest Period of three months,
with the first such Interest Period commencing on the Closing Date; and


(ii)           shall be made by
each Senior Interim Loan Lender in an aggregate principal amount which does not
exceed the Senior Interim Loan Commitment of such Senior Interim Loan Lender.


Once repaid, Senior Interim Loans incurred hereunder
may not be reborrowed.


2.2           Senior
Interim Loan Notes.


(a)           Senior
Interim Loan Notes.  The Borrower
agrees that, upon the request to the Administrative Agent by any Senior Interim
Loan Lender made on or prior to the Closing



 49
 









Date or in connection with any assignment pursuant to
subsection 10.6(b), in order to evidence such Senior Interim Loan Lender’s
Senior Interim Loan, the Borrower will execute and deliver to such Senior
Interim Loan Lender a promissory note substantially in the form of Exhibit A
(as amended, supplemented, replaced or otherwise modified from time to time, a “Senior
Interim Loan Note”), with appropriate insertions therein as to payee, date
and principal amount, payable to such Senior Interim Loan Lender and in a
principal amount equal to the unpaid principal amount of the applicable Senior
Interim Loans made (or acquired by assignment pursuant to
subsection 10.6(b)) by such Senior Interim Loan Lender to the
Borrower.  Each Senior Interim Loan Note
shall be dated the Closing Date and shall be payable as provided in
subsection 2.2(b) and provide for the payment of interest in
accordance with subsection 3.1.


(b)           The
aggregate Senior Interim Loans of all the Senior Interim Loan Lenders shall be
payable on the Senior Interim Loan Maturity Date, as provided in
subsection 2.5 (to the extent not paid prior to the Senior Interim Loan
Maturity Date as provided in subsection 3.4).


2.3           Procedure
for Senior Interim Loan Borrowing. 
The Borrower shall have given the Administrative Agent notice specifying
the amount of the Senior Interim Loans to be borrowed and the proposed
Borrowing Date (which notice must have been received by the Administrative
Agent prior to 9:30 a.m., New York City time on the Closing Date, and shall be
irrevocable after funding).  Upon receipt
of such notice the Administrative Agent shall promptly notify each Lender
thereof.  Each Lender will make the
amount of its pro rata share of the Senior Interim Loan Commitments available,
in each case for the account of the Borrower at the office of the
Administrative Agent specified in subsection 10.2 prior to 12:00 p.m., New York
City time, on the Closing Date, in funds immediately available to the
Administrative Agent.  The Administrative
Agent shall on such date credit the account of the Borrower on the books of the
Administrative Agent with the aggregate of the amounts made available to the
Administrative Agent by the Lenders and in like funds as received by the
Administrative Agent.


2.4           Record
of Loans.


(a)           Lender
Accounts.  Each Lender shall maintain
in accordance with its usual practice an account or accounts evidencing
indebtedness of the Borrower to such Lender resulting from each Senior Interim
Loan of such Lender from time to time, including the amounts of principal and
interest payable and paid to such Lender from time to time under this Agreement.


(b)           Register.  The Administrative Agent shall maintain the
Register pursuant to subsection 10.6(b), and a subaccount therein for each
Lender, in which shall be recorded (i) the amount of each Senior Interim Loan
made hereunder, the Type thereof and each Interest Period, if any, applicable
thereto, (ii) the amount of any principal or interest due and payable or
to become due and payable from the Borrower to each Lender hereunder and
(iii) both the amount of any sum received by the Administrative Agent hereunder
from the Borrower and each Lender’s share thereof.


(c)           Evidence.  The entries made in the Register and the
accounts of each Lender maintained pursuant to subsection 2.4(b) shall, to
the extent permitted by applicable law,



 50
 









be prima facie evidence of the existence and amounts of the obligations
of the Borrower therein recorded; provided, however, that the
failure of any Lender or the Administrative Agent to maintain the Register or
any such account, or any error therein, shall not in any manner affect the obligation
of the Borrower to repay (with applicable interest) the Senior Interim Loans
made to the Borrower by such Lender in accordance with the terms of this Agreement.


2.5           Permanent
Refinancing.


(a)           On
the Refinancing Date, each then outstanding Senior Interim Loan shall be
converted into Senior Notes having an aggregate principal amount equal to the
unpaid principal amount of such Senior Interim Loan, in each case to the extent
such Loan is not repaid in whole or in part in cash or on or prior to such
date.  If the Borrower has elected to
cause the Refinancing Date to occur prior to the Senior Interim Loan Maturity
Date, the Borrower shall deliver to the Administrative Agent a notice no later
than three Business Days prior to the Refinancing Date stating that it is
electing to convert the Loans into Senior Notes pursuant to this subsection 2.5
(which notice may include an election to pay PIK Interest (as defined in the Senior
Refinancing Indenture) for the first interest period of the Senior Notes).


(b)           The
Senior Notes shall be issued in the form set forth in the Senior Refinancing
Indenture.  As more particularly provided
in the Senior Refinancing Indenture, Senior Notes issued pursuant to the Senior
Refinancing Indenture (i) shall bear interest at 10.75% per annum plus, to the
extent the Borrower elects to pay interest by increasing the principal amount
of the Senior Notes as permitted pursuant to the terms of the Senior
Refinancing Indenture, the PIK Margin, (ii) shall mature on July 15, 2015
and (iii) shall be redeemable as set forth in the Senior Refinancing
Indenture and the applicable form of Senior Notes attached thereto.


(c)           The
Borrower agrees that as a condition to the effectiveness of the conversion of
Loans into Senior Notes:


(i)            The Borrower shall
have issued the Senior Notes pursuant to the Senior Refinancing Indenture
substantially in the applicable form set forth therein and each Subsidiary
Guarantor shall have executed and delivered the Senior Refinancing Indenture.


(ii)           The Borrower and
each Subsidiary Guarantor shall have provided to the Administrative Agent
copies of resolutions of its Board of Directors approving the execution and
delivery of the Senior Refinancing Indenture and, in the case of the Borrower,
the issuance of the Senior Notes, together with a customary certificate of the
secretary of the Borrower or such Subsidiary Guarantor certifying such
resolutions.


(iii)          The Borrower and
each Subsidiary Guarantor shall have executed and delivered the Senior
Refinancing Registration Rights Agreement.


(iv)          The Borrower and
each Subsidiary Guarantor shall have provided to the Lenders copies of
resolutions of its Board of Directors approving the execution and delivery of
the Senior Refinancing Registration Rights Agreement, together with a



 51
 









customary
certificate of the secretary of the Borrower or such Subsidiary Guarantor
certifying such resolutions.


If the foregoing conditions set forth in this
subsection 2.5(c) are not satisfied on the Refinancing Date, then the Lenders
shall retain all of their rights and remedies with respect to the Loans
pursuant to this Agreement until such conditions are satisfied and the Loans
are so converted into Senior Notes.


Nothing in this subsection 2.5 shall prevent or limit
the ability of the Borrower from repaying or refinancing the Loans in any other
manner not otherwise prohibited by this Agreement.


(d)           No
provision in subsection 3.11 shall apply to any payment with respect to any
Senior Notes.


(e)           After
the Refinancing Date, the Borrower shall have the right, but not the
obligation, by delivery of written notice to any Committed Lender (the “Purchase
Notice”) to purchase all or part of the Senior Notes (including any beneficial
interest therein held through The Depository Trust Company or any other
clearinghouse agency, or any nominee thereof) held beneficially or of record by
such Committed Lender or any of its Affiliates (such Committed Lender and its
Affiliates collectively, the “Selling Parties”), other than any such
Senior Notes acquired pursuant to customary market making activities (but only
to the extent of the aggregate principal amount of any such Senior Notes that
exceeds the aggregate principal amount of Senior Notes held by such Committed
Lender and its Affiliates on the Refinancing Date after giving effect to
transfers agreed to on, and occurring within 3 Business Days after, the
Refinancing Date), at the time of delivery of the Purchase Notice for a
purchase price equal to 100% the principal amount of the Senior Notes so
purchased (the “Purchase Price”) plus, except if the Purchase Date is
between a regular record date and the related interest payment date, accrued
and unpaid interest to the Purchase Date (as defined below).  The Purchase Notice shall specify (x) the
aggregate principal amount of such Senior Notes that the Borrower thereby
elects to purchase, if less than all such Senior Notes then so held by the
relevant Selling Parties, it being understood that if the Borrower elects to
purchase less than all of the Senior Notes held by the Selling Parties, the
aggregate principal amount to be purchased shall be allocated ratably among the
Selling Parties based on the respective principal amounts of Senior Notes then
so held by them, and (y) the closing date for such purchase (the “Purchase
Date”), which shall be at least three Business Days following delivery of
the Purchase Notice.  Upon written
request by the Borrower to any Committed Lender, such Committed Lender shall
provide to the Borrower in writing the aggregate principal amount of Senior
Notes (and beneficial interests therein) owned by such Committed Lender and its
Affiliates.


On the Purchase Date:


(i)            each Committed
Lender will, and will cause each of its Affiliates that is a Selling Party to,
deliver to the Borrower all documents necessary or appropriate for registration
of the transfer to the Borrower of such Selling Party’s Senior Notes so
purchased in compliance with all requirements of the Senior Notes Indenture,
all applicable laws and regulations governing transfer of the Senior Notes, and
all applicable 



 52
 









procedures of
The Depository Trust Company or any other relevant clearinghouse agency; and


(ii)           the Borrower will
pay in immediately available funds in Dollars to each Selling Party an amount
equal to the Purchase Price for such Selling Party’s Senior Notes so purchased.


SECTION 3               GENERAL
PROVISIONS.


3.1           Interest
Rates and Payment Dates.


(a)           Interest
on the Senior Interim Loans will be payable, at the Borrower’s election, for
any Interest Period:  (i) entirely
in cash (“Cash Interest”), (ii) entirely by increasing the
principal amount of the outstanding Senior Interim Loans (“PIK Interest”)
or (iii) 50% as Cash Interest and 50% as PIK Interest.  Any Cash Interest shall accrue for each day
during such Interest Period on the Senior Interim Loans that are Eurocurrency
Loans at a rate per annum equal to the
Eurocurrency Rate for such day plus the Applicable Margin in effect for
such day.  Any PIK Interest shall accrue
for each day during such Interest Period on the Senior Interim Loans that are
Eurocurrency Loans at a rate per annum equal
to the Eurocurrency Rate for such day plus the Applicable Margin in effect for
such day plus the PIK Margin.  Any
Cash Interest shall accrue for each day during such Interest Period on the
Senior Interim Loans that are ABR Loans made pursuant to any of subsections
3.7, 3.9 and 3.10 at a rate per annum equal
to the ABR for such day plus the Applicable Margin in effect for such
day.  Any PIK Interest shall accrue for
each day during such Interest Period on the Senior Interim Loans that are ABR
Loans made pursuant to any of subsections 3.7, 3.9 and 3.10 at a rate per annum equal to the ABR for such day plus the Applicable
Margin in effect for such day plus the PIK Margin.


(b)           The
Borrower may elect the form of interest payment with respect to each Interest
Period by delivering a notice (the “Interest Election Notice”) five
Business Days prior to the commencement of the related Interest Period.  Each
Interest Election Notice shall include information to the following
effect:  (1) the relevant Interest Payment Date; (2)
whether interest shall be paid on such Interest Payment Date entirely as Cash Interest, entirely as PIK Interest
or 50% as Cash Interest and 50% as PIK Interest; and (3) if interest shall be paid as PIK Interest, the increase in
the principal amount of the Senior Interim Loans to be effective upon the
relevant Interest Payment Date as a
result of such payment and the principal amount of the Senior Interim Loans
outstanding as of such Interest Payment Date giving effect to such payment. 
If the Borrower does not deliver an Interest Election Notice the interest
on the Senior Interim Loans will be payable on the related Interest Payment
Date in the form specified in the most recent Interest Election Notice
delivered by the Borrower. 
Notwithstanding the foregoing, interest on the Senior Interim Loans for the first Interest Period will be
payable entirely as Cash Interest.


(c)           If
all or a portion of (i) the principal amount of any Senior Interim Loan,
(ii) any interest payable thereon or (iii) any other amount payable
hereunder shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), such overdue amount shall bear interest at a rate
per annum which is (x) in the case of overdue principal, the rate that
would otherwise be applicable thereto pursuant to the relevant foregoing
provisions of this subsection 3.1 plus 2.00%, (y) in the case
of overdue interest, the rate that would be otherwise



 53
 









applicable to principal of the related Senior Interim Loan pursuant to
the relevant foregoing provisions of this subsection 3.1 (other than
clause (x) above) plus 2.00% and (z) in the case of other amounts,
at the rate described in paragraph (a) of this subsection 3.1 for ABR Loans plus
2.00%, in each case from the date of such non-payment until such amount is paid
in full (after as well as before judgment).


(d)           Interest
shall be payable in arrears on each Interest Payment Date, provided that
interest accruing pursuant to paragraph (c) of this subsection 3.1
shall be payable from time to time on demand.


(e)           It
is the intention of the parties hereto to comply strictly with applicable usury
laws; accordingly, it is stipulated and agreed that the aggregate of all
amounts which constitute interest under applicable usury laws, whether
contracted for, charged, taken, reserved, or received, in connection with the
indebtedness evidenced by this Agreement or any Senior Interim Loan Notes, or
any other document relating or referring hereto or thereto, now or hereafter
existing, shall never exceed under any circumstance whatsoever the maximum
amount of interest allowed by applicable usury laws.


3.2           Reserved.


3.3           Reserved.


3.4           Optional
and Mandatory Prepayments.


(a)           The
Borrower may at any time and from time to time prepay the Senior Interim Loans
made to it, in whole or in part, subject to subsection 3.12, without
premium or penalty, upon at least three Business Days’ irrevocable notice by
the Borrower to the Administrative Agent (in the case of Eurocurrency Loans),
and at least one Business Day’s irrevocable notice by the Borrower to the
Administrative Agent (in the case of ABR Loans).  Such notice shall specify (i) the date
and amount of prepayment, and (ii) whether the prepayment is of
Eurocurrency Loans, ABR Loans or a combination thereof, and, if a combination
thereof, the principal amount allocable to each.  Upon the receipt of any such notice the Administrative
Agent shall promptly notify each affected Lender thereof.  If any such notice is given, the amount
specified in such notice shall be due and payable on the date specified
therein, together with (if a Eurocurrency Loan is prepaid other than at the end
of the Interest Period applicable thereto) any amounts payable pursuant to
subsection 3.12 and accrued interest to such date on the amount prepaid.  Partial prepayments pursuant to this subsection 3.4(a)
shall be in multiples of $1.0 million; provided that, notwithstanding
the foregoing, the Senior Interim Loans may be prepaid in their entirety.


(b)           (1)
If on or after the Closing Date (i) the Borrower or any Restricted Subsidiary
shall incur Indebtedness for borrowed money (other than Indebtedness permitted
pursuant to subsection 7.1(b)) or (ii) the Borrower consummates (x) an
underwritten public offering of Capital Stock of the Borrower (excluding
Preferred Stock); or (y) any underwritten public offering or private placement
of Preferred Stock, or any public offering or private placement of bonds,
debentures, notes or other similar debt securities, of the Borrower (excluding
Preferred Stock, bonds, debentures, notes or other similar debt securities
issued in a



 54
 









private placement to any Permitted Holder or any designee of any
Sponsor and any Excluded Indebtedness), then, in each case, the Borrower shall,
to the extent permitted by the Senior Secured Credit Facilities, prepay, in
accordance with subsection 3.4(c), the Senior Interim Loans in an amount equal
to (i) 100% of the Net Cash Proceeds thereof minus (ii) the portion of such Net
Cash Proceeds applied to prepay, repay or purchase (to the extent the Borrower
or any Restricted Subsidiary is required by the terms thereof) other Senior
Indebtedness on a pro rata basis with the Senior Interim Loans, with such
prepayment to be made on or before the Business Day following the date of
receipt of any such Net Cash Proceeds. 
Nothing in this subsection 3.4(b) shall limit the rights of the
Administrative Agent and the Lenders set forth in Section 8, except that in the
case of a transaction resulting in a prepayment pursuant to this subsection
3.4(b) of all of the Senior Interim Loans and termination of all Senior Interim
Loan Commitments hereunder, the Administrative Agent and the Lenders agree that
the incurrence of such Indebtedness will not constitute a Default or Event of
Default.  For the avoidance of doubt, the
provisions of this paragraph shall not apply to an offering of Capital Stock of
the Borrower to Management Investors.


(2)  The Borrower shall, in accordance with
subsection 3.4(c), prepay the Senior Interim Loans to the extent required by
subsection 7.4(b)(ii) (subject to subsection 7.4(c)).


(c)           The
Borrower shall give notice to the Administrative Agent of any mandatory prepayment
of the Senior Interim Loans, promptly (and, to the extent practicable, within
five Business Days) upon becoming obligated to make such prepayment.  Such notice shall state that the Borrower is
offering to make such mandatory prepayment on or before the date specified
in subsection  3.4(b) (any such date of prepayment, a “Prepayment Date”).  Once given, such notice shall be irrevocable
and all amounts subject to such notice shall be due and payable on the relevant
Prepayment Date as required by subsection 3.4 (except as otherwise
provided in the last sentence of this subsection 3.4(c)).  Upon receipt by the Administrative Agent of
such notice, the Administrative Agent shall immediately give notice to each
Lender of the prepayment and the relevant Prepayment Date.  In the case of any prepayment pursuant to
subsection 3.4(b), each Lender may (in its sole discretion) elect to
decline any such prepayment by giving notice of such election in writing to the
Administrative Agent by 11:00 a.m., New York City time, on the date that is
three Business Days prior to the Prepayment Date.  Upon receipt by the Administrative Agent of
such notice, the Administrative Agent shall immediately notify the Borrower of
such election.  Any amount so declined by
any Lender may, at the option of the Borrower, be retained by the Borrower and
its Subsidiaries or applied by the Borrower or any of its Restricted
Subsidiaries in any manner not inconsistent with this Agreement.


(d)           Amounts
prepaid on account of Senior Interim Loans may not be reborrowed.


(e)           Notwithstanding
the foregoing provisions of this subsection 3.4, if at any time any prepayment
of the Senior Interim Loans pursuant to subsection 3.4(a) or (b) would
result, after giving effect to the procedures set forth in this Agreement, in
the Borrower incurring breakage costs under subsection 3.12 as a result of
Eurocurrency Loans being prepaid other than on the last day of an Interest
Period with respect thereto, then the Borrower may, so long as no Default or
Event of Default shall have occurred and be continuing, in its sole discretion,
initially deposit a portion (up to 100%) of the amounts that otherwise would
have been paid in respect of



 55
 









such Eurocurrency Loans with the Administrative Agent (which deposit
must be equal in amount to the amount of such Eurocurrency Loans not
immediately prepaid), to be held as security for the obligations of the
Borrower to make such prepayment pursuant to a cash collateral agreement to be
entered into on terms reasonably satisfactory to the Administrative Agent, with
such cash collateral to be directly applied upon the first occurrence
thereafter of the last day of an Interest Period with respect to such
Eurocurrency Loans (or such earlier date or dates as shall be requested by the
Borrower); provided that such unpaid Eurocurrency Loans shall continue
to bear interest in accordance with subsection 3.1 until such unpaid Eurocurrency
Loans or the related portion of such Eurocurrency Loans have or has been
prepaid.


3.5           Administrative
Agent’s Fees; Other Fees.  The
Borrower agrees to pay, or cause to be paid, to the Administrative Agent and
the Other Representatives any fees in the amounts and on the dates previously
agreed to in writing by Acquisition Co. or the Borrower, the Other Representatives
and the Administrative Agent in connection with this Agreement.


3.6           Computation
of Interest and Fees.


(a)           Interest
(other than interest based on the Prime Rate) shall be calculated on the basis
of a 360-day year for the actual days elapsed; and commitment fees and
any other fees and interest based on the Prime Rate shall be calculated on the
basis of a 365- (or 366-, as the case may be) day year for the actual days
elapsed.  The Administrative Agent shall
as soon as practicable notify the Borrower and the affected Lenders of each
determination of a Eurocurrency Rate. 
Any change in the interest rate on a Senior Interim Loan resulting from
a change in the ABR or the Eurocurrency Reserve Requirements shall become
effective as of the opening of business on the day on which such change becomes
effective.  The Administrative Agent
shall as soon as practicable notify the Borrower and the affected Lenders of
the effective date and the amount of each such change in interest rate.


(b)           Each
determination of an interest rate by the Administrative Agent pursuant to any
provision of this Agreement shall be conclusive and binding on the Borrower and
the Lenders in the absence of manifest error. 
The Administrative Agent shall, at the request of the Borrower or any Lender,
deliver to the Borrower or such Lender a statement showing in reasonable detail
the calculations used by the Administrative Agent in determining any interest
rate pursuant to subsection 3.1, excluding any Eurocurrency Base Rate
which is based upon the BBA LIBOR Rates Page and any ABR Loan which is based
upon the Prime Rate.


3.7           Inability
to Determine Interest Rate.  If prior
to the first day of any Interest Period, the Administrative Agent shall have
determined (which determination shall be conclusive and binding upon the
Borrower) that, by reason of circumstances affecting the relevant market,
adequate and reasonable means do not exist for ascertaining the Eurocurrency
Rate with respect to any Eurocurrency Loan (the “Affected Rate”) for
such Interest Period, the Administrative Agent shall give telecopy or
telephonic notice thereof to the Borrower and the Lenders as soon as practicable
thereafter.  If such notice is given,
(a) any Senior Interim Loans the rate of interest applicable to which is
based on the Affected Rate requested to be made on the first day of such
Interest Period shall be made as ABR Loans and (b) any Senior Interim
Loans shall be converted to ABR Loans on the first day of such Interest Period.



 56
 









3.8           Pro
Rata Treatment and Payments.


(a)           Each
payment (including each prepayment) by the Borrower on account of principal of
and interest on any Senior Interim Loans shall be allocated by the
Administrative Agent pro rata according to the respective outstanding principal
amounts of the Senior Interim Loans then held by the respective Lenders.  All payments (including prepayments) to be
made by the Borrower hereunder, whether on account of principal, interest, fees
or otherwise, shall be made without set-off or counterclaim and shall be made
prior to 1:00 p.m., New York City time, on the due date thereof to the
Administrative Agent, for the account of the Lenders at the Administrative
Agent’s office specified in subsection 10.2, and shall be made in Dollars
and in immediately available funds.  Payments
received by the Administrative Agent after such time shall be deemed to have
been received on the next Business Day. 
The Administrative Agent shall distribute such payments to such Lenders,
if any such payment is received prior to 1:00 p.m., New York City time, on a
Business Day, in like funds as received prior to the end of such Business Day,
and otherwise the Administrative Agent shall distribute such payment to such
Lenders on the next succeeding Business Day. 
If any payment hereunder (other than payments on the Eurocurrency Loans)
becomes due and payable on a day other than a Business Day, the maturity of
such payment shall be extended to the next succeeding Business Day, and, with
respect to payments of principal, interest thereon shall be payable at the then
applicable rate during such extension. 
If any payment on a Eurocurrency Loan becomes due and payable on a day
other than a Business Day, the maturity of such payment shall be extended to
the next succeeding Business Day (and, with respect to payments of principal,
interest thereon shall be payable at the then applicable rate during such
extension) unless the result of such extension would be to extend such payment
into another calendar month, in which event such payment shall be made on the
immediately preceding Business Day.


(b)           Unless
the Administrative Agent shall have been notified in writing by any Lender
prior to a borrowing that such Lender will not make the amount that would
constitute its Senior Interim Loan Percentage of such borrowing available to
such Agent, the Administrative Agent may assume that such Lender is making such
amount available to the Administrative Agent, and the Administrative Agent may,
in reliance upon such assumption, make available to the Borrower in respect of
such borrowing a corresponding amount. 
If such amount is not made available to the Administrative Agent by the
required time on the Borrowing Date therefor, such Lender shall pay to the
Administrative Agent on demand, such amount with interest thereon at a rate
equal to the daily average Federal Funds Effective Rate as quoted by the
Administrative Agent, or another bank of recognized standing reasonably
selected by the Administrative Agent, for the period until such Lender makes
such amount immediately available to the Administrative Agent.  A certificate of the Administrative Agent
submitted to any Lender with respect to any amounts owing under this
subsection 3.8(b) shall be conclusive in the absence of manifest
error.  If such Lender’s Senior Interim
Loan Percentage of such borrowing is not made available to the Administrative
Agent by such Lender within three Business Days of such Borrowing Date,
(x) the Administrative Agent shall notify the Borrower of the failure of
such Lender to make such amount available to the Administrative Agent and the
Administrative Agent shall also be entitled to recover such amount with
interest thereon at the rate per annum applicable to ABR Loans hereunder on
demand, from the Borrower and (y) then the Borrower may, without waiving
or limiting any rights or remedies it may have against such Lender hereunder or
under applicable law or otherwise, borrow a like amount on an unsecured



 57
 









basis from any commercial bank for a period ending on the date upon
which such Lender does in fact make such borrowing available.


3.9           Illegality.  Notwithstanding any other provision herein,
if the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof occurring after the Closing Date shall
make it unlawful for any Lender to make or maintain any Eurocurrency Loans as
contemplated by this Agreement (“Affected Loans”), (a) such Lender
shall promptly give written notice of such circumstances to the Borrower and
the Administrative Agent (which notice shall be withdrawn whenever such circumstances
no longer exist), (b) the commitment of such Lender hereunder to make Affected
Loans shall forthwith be cancelled and, until such time as it shall no longer
be unlawful for such Lender to make or maintain such Affected Loans, such
Lender shall then have a commitment only to make an ABR Loan when an Affected
Loan is requested and (c) such Lender’s Loans then outstanding as Affected
Loans, if any, shall be converted automatically to ABR Loans on the respective
last days of the then current Interest Periods with respect to such Loans or
within such earlier period as required by law. 
If any such conversion of an Affected Loan occurs on a day which is not
the last day of the then current Interest Period with respect thereto, the Borrower
shall pay to such Lender such amounts, if any, as may be required pursuant to
subsection 3.12.


3.10         Requirements
of Law.


(a)           If
the adoption of or any change in any Requirement of Law or in the interpretation
or application thereof applicable to any Lender, or compliance by any Lender
with any request or directive (whether or not having the force of law) from any
central bank or other Governmental Authority, in each case made subsequent to
the Closing Date (or, if later, the date on which such Lender becomes a
Lender):


(i)            shall subject such
Lender to any tax of any kind whatsoever with respect to any Eurocurrency Loan
made or maintained by it or its obligation to make or maintain Eurocurrency
Loans, or change the basis of taxation of payments to such Lender in respect
thereof, in each case except for Non-Excluded Taxes and taxes measured by or
imposed upon the overall net income, or franchise taxes, or taxes measured by
or imposed upon overall capital or net worth, or branch taxes (in the case of
such capital, net worth or branch taxes, imposed in lieu of such net income
tax), of such Lender or its applicable lending office, branch, or any affiliate
thereof;


(ii)           shall impose,
modify or hold applicable any reserve, special deposit, compulsory loan or
similar requirement against assets held by, deposits or other liabilities in or
for the account of, advances, loans or other extensions of credit by, or any
other acquisition of funds by, any office of such Lender which is not otherwise
included in the determination of the Eurocurrency Rate hereunder; or


(iii)          shall impose on
such Lender any other condition (excluding any tax of any kind whatsoever);


and the result of any of the foregoing is to increase
the cost to such Lender, by an amount which such Lender deems to be material,
of making, converting into, continuing or maintaining



 58
 









Eurocurrency Loans or to reduce any amount receivable
hereunder in respect thereof, then, in any such case, upon notice to the
Borrower from such Lender, through the Administrative Agent, in accordance
herewith, the Borrower shall promptly pay such Lender, upon its demand, any
additional amounts necessary to compensate such Lender for such increased cost
or reduced amount receivable with respect to such Eurocurrency Loans, provided
that, in any such case, the Borrower may elect to convert the Eurocurrency
Loans made by such Lender hereunder to ABR Loans by giving the Administrative
Agent at least one Business Day’s notice of such election, in which case the Borrower
shall promptly pay to such Lender, upon demand, without duplication, amounts
theretofore required to be paid to such Lender pursuant to this
subsection 3.10(a) and such amounts, if any, as may be required pursuant
to subsection 3.12.  If any Lender
becomes entitled to claim any additional amounts pursuant to this subsection,
it shall provide prompt notice thereof to the Borrower, through the
Administrative Agent, certifying (x) that one of the events described in
this paragraph (a) has occurred and describing in reasonable detail the
nature of such event, (y) as to the increased cost or reduced amount resulting
from such event and (z) as to the additional amount demanded by such
Lender and a reasonably detailed explanation of the calculation thereof.  Such a certificate as to any additional
amounts payable pursuant to this subsection submitted by such Lender, through
the Administrative Agent, to the Borrower shall be conclusive in the absence of
manifest error.  This
subsection 3.10 shall survive the termination of this Agreement and the
payment of the Loans and all other amounts payable hereunder.


(b)           If
any Lender shall have determined that the adoption of or any change in any
Requirement of Law regarding capital adequacy or in the interpretation or
application thereof or compliance by such Lender or any corporation controlling
such Lender with any request or directive regarding capital adequacy (whether
or not having the force of law) from any Governmental Authority, in each case,
made subsequent to the Closing Date, does or shall have the effect of reducing
the rate of return on such Lender’s or such corporation’s capital as a consequence
of such Lender’s obligations hereunder to a level below that which such Lender
or such corporation could have achieved but for such change or compliance
(taking into consideration such Lender’s or such corporation’s policies with respect
to capital adequacy) by an amount deemed by such Lender to be material, then
from time to time, within ten Business Days after submission by such Lender to
the Borrower (with a copy to the Administrative Agent) of a written request
therefor certifying (x) that one of the events described in this
paragraph (b) has occurred and describing in reasonable detail the nature
of such event, (y) as to the reduction of the rate of return on capital
resulting from such event and (z) as to the additional amount or amounts
demanded by such Lender or corporation and a reasonably detailed explanation of
the calculation thereof, the Borrower shall pay to such Lender such additional
amount or amounts as will compensate such Lender or corporation for such
reduction.  Such a certificate as to any
additional amounts payable pursuant to this subsection submitted by such
Lender, through the Administrative Agent, to the Borrower shall be conclusive
in the absence of manifest error.  This
subsection 3.10 shall survive the termination of this Agreement and the
payment of the Senior Interim Loans and all other amounts payable hereunder.


(c)           Notwithstanding
anything to the contrary in this subsection 3.10, the Borrower shall not
be required to pay any amount with respect to any additional cost or reduction
specified in paragraph (a) or paragraph (b) above, to the extent such
additional cost or reduction is attributable, directly or indirectly, to the
application of, compliance with or implementation of



 59















specific capital adequacy requirements or new methods of calculating
capital adequacy, including any part or “pillar” (including Pillar 2 (“Supervisory
Review Process”)), of the International Convergence of Capital Measurement
Standards:  a Revised Framework,
published by the Basel Committee on Banking Supervision in June 2004, or any
implementation or adoption (whether voluntary or compulsory) thereof, whether
by an EC Directive or the FSA Integrated Prudential Sourcebook or any other law
or regulation, or otherwise.


3.11         Taxes.


(a)           Except
as provided below in this subsection or as required by law, all payments made
by the Borrower under this Agreement and any Senior Interim Loan Notes shall be
made free and clear of, and without deduction or withholding for or on account
of any Taxes; provided that if any Non-Excluded Taxes are required to be
withheld from any amounts payable by the Borrower to the Administrative Agent
or any Lender hereunder or under any Senior Interim Loan Notes, the amounts so
payable by the Borrower shall be increased to the extent necessary to yield to
such Agent or such Lender (after payment of all Non-Excluded Taxes) interest or
any such other amounts payable hereunder at the rates or in the amounts
specified in this Agreement; provided, however, that the Borrower
shall be entitled to deduct and withhold, and the Borrower shall not be
required to indemnify for any Non-Excluded Taxes, and any such amounts payable
by the Borrower or the Administrative Agent to or for the account of any Agent
or Lender, shall not be increased (x) if such Agent or Lender fails to
comply with the requirements of paragraphs (b) or (c) of this subsection,
(y) with respect to any Non-Excluded Taxes imposed in connection with the
payment of any fees paid under this Agreement unless such Non-Excluded Taxes
are imposed as a result of a change in treaty, law or regulation that occurred
after such Agent became an Agent hereunder or such Lender became a Lender (or,
if such Agent or Lender is a non-U.S. intermediary or flow-through entity for
U.S. federal income tax purposes, after the relevant beneficiary or member of
such Agent or Lender became such a beneficiary or member, if later) (any such
change, at such time, a “Change in Law”), or (z) with respect to
any Non-Excluded Taxes imposed by the United States or any state or political
subdivision thereof, unless such Non-Excluded Taxes are imposed (1) as a result of a Change in
Law or (2) on a Person that is an assignee whose assignor was entitled to receive additional amounts
with respect to payments made by the Borrower,
at the time such assignment was effective, as a result of Change in Law that occurred after the Closing Date and such
assignee is subject to the same Change in Law with respect to payments from the Borrower, provided that in no event shall such additional
amounts under this clause (2) exceed
the additional amounts that the assignor was entitled to receive at the time
such assignment was effective. 
Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly
as possible thereafter the Borrower shall send to the Administrative Agent for
its own account or for the account of such Lender or Agent, as the case may be,
a certified copy of an original official receipt (or other documentary evidence
of such payment reasonably acceptable to the Administrative Agent) received by
the Borrower showing payment thereof.  If
the Borrower fails to pay any Non-Excluded Taxes when due to the appropriate
Governmental Authority in accordance with applicable law or fails to remit to
the Administrative Agent the required receipts or other required documentary
evidence, the Borrower shall indemnify the Administrative Agent, the Lenders
and the Agents for any incremental Taxes, interest or penalties that may become
payable by the Administrative Agent or any Lender as a result of any such
failure.  The agreements in



 60
 









this subsection 3.11
shall survive the termination of this Agreement and the payment of the Senior
Interim Loans and all other amounts payable hereunder.


(b)           Each
Agent and each Lender that is a “United States person” (within the meaning of
Section 7701(a)(30) of the Code) shall deliver to the Borrower and the
Administrative Agent on or prior to the Closing Date or, in the case of an
Agent or Lender that is an assignee or transferee of an interest under this
Agreement pursuant to subsection 10.6, on the date of such assignment or
transfer to such Agent or Lender, two accurate and complete original signed
copies of Internal Revenue Service Form W-9 (or successor form), in
each case certifying that such Agent or Lender is a “United States person”
(within the meaning of Section 7701(a)(30) of the Code) and to such Agent’s
or Lender’s entitlement as of such date to a complete exemption from United
States federal backup withholding Tax with respect to payments to be made under
this Agreement and under any Senior Interim Loan Note.  Each Agent and each Lender that is not a “United
States person” (within the meaning of Section 7701(a)(30) of the Code)
shall deliver to the Borrower and the Administrative Agent on or prior to the
Closing Date or, in the case of an Agent or Lender that is an assignee or
transferee of an interest under this Agreement pursuant to
subsection 10.6, on the date of such assignment or transfer to such Agent
or Lender, (i) two accurate and complete original signed copies of
Internal Revenue Service Form W-8ECI or Form W-8BEN
(claiming the benefits of an income tax treaty) (or successor forms), in each
case certifying to such Agent’s or Lender’s entitlement as of such date to a
complete exemption from United States federal withholding tax with respect to
payments to be made under this Agreement and under any Senior Interim Loan
Note, (ii) if such Agent or Lender is not a “bank” within the meaning of
Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue
Service Form W-8ECI or Form W-8BEN (claiming the benefits
of an income tax treaty) (or successor form) pursuant to clause (i) above,
(x) two certificates substantially in the form of Exhibit D
(any such certificate, a “U.S. Tax Compliance Certificate”) and
(y) two accurate and complete original signed copies of Internal Revenue
Service Form W-8BEN (claiming the benefits of the portfolio interest
exemption) (or successor form) certifying to such Agent’s or Lender’s
entitlement as of such date to a complete exemption from United States federal withholding tax with respect
to payments of interest to be made under this Agreement and under any Senior
Interim Loan Note or (iii) if such Agent or Lender is a non-U.S.
intermediary or flow-through entity for U.S. federal income tax purposes, two
accurate and complete signed copies of Internal Revenue Service Form W-8IMY
(and all necessary attachments, including to the extent applicable, U.S. Tax
Compliance Certificates) certifying to such Agent’s or Lender’s entitlement as
of such date to a complete exemption from United States federal withholding tax
with respect to payments to be made under this Agreement and under any Senior
Interim Loan Note.  In addition, each
Agent and Lender agrees that from time to time after the Closing Date, when the
passage of time or a change in circumstances renders the previous certification
obsolete or inaccurate, such Agent or Lender shall deliver to the Borrower and
the Administrative Agent two new accurate and complete original signed copies
of Internal Revenue Service Form W-9, Internal Revenue Service
Form W-8ECI, Form W-8BEN (claiming the benefits of an
income tax treaty), or Form W-8BEN (claiming the benefits of the
portfolio interest exemption) and a U.S. Tax Compliance Certificate, or
Form W-8IMY (with respect to a non-U.S. intermediary or flow-through
entity), as the case may be, and such other forms as may be required in order
to confirm or establish the entitlement of such Agent or Lender to a continued
exemption from United States withholding tax with respect to payments under
this Agreement and any Senior Interim Loan Note unless, in each case, (1) there
has been a Change in



 61
 









Law that occurs after the date such Agent or Lender becomes an Agent or
Lender hereunder (or after the date the relevant beneficiary or member in the
case of a Lender that is a non-U.S. intermediary or flow through entity for
U.S. federal income tax purposes becomes a beneficiary or member, if later)
which renders all such forms inapplicable or which would prevent such Agent or
Lender from duly completing and delivering any such form with respect to it, in
which case such Agent or Lender shall promptly notify the Borrower and the
Administrative Agent of its inability to deliver any such form or (2) such Person that is an assignee whose
assignor was entitled to receive additional amounts with respect to payments
made by the Borrower, at the time
such assignment was effective, as a result of Change in Law that occurred after the Closing Date and such
assignee is subject to the same Change in Law with respect to payments from the Borrower, provided that in no event shall such additional
amounts under this clause (2) exceed
the additional amounts that the assignor was entitled to receive at the time
such assignment was effective.


(c)           Each
Agent and Lender shall, upon request by the Borrower, deliver to the Borrower
or the applicable Governmental Authority, as the case may be, any form or certificate
required in order that any payment by the Borrower under this Agreement or any
Senior Interim Loan Note to such Agent or Lender may be made free and clear of,
and without deduction or withholding for or on account of any Non-Excluded
Taxes (or to allow any such deduction or withholding to be at a reduced rate),
provided that such Agent or Lender is legally entitled to complete, execute and
deliver such form or certificate.  Each
Person that shall become a Lender or a Participant pursuant to subsection 10.6
shall, upon the effectiveness of the related transfer, be required to provide
all of the forms, certifications and statements pursuant to this subsection 3.11,
provided that in the case of a Participant the obligations of such
Participant pursuant to paragraph (b) or (c) of this subsection 3.11
shall be determined as if such Participant were a Lender except that such
Participant shall furnish all such required forms, certifications and
statements to the Lender from which the related participation shall have been
purchased.


3.12         Indemnity.  The Borrower agrees to indemnify each Lender
and to hold each such Lender harmless from any loss or expense which such
Lender may sustain or incur (other than through such Lender’s gross negligence
or willful misconduct) as a consequence of (a) default by the Borrower in
making a borrowing after the Borrower has given a notice requesting the same in
accordance with the provisions of this Agreement, (b) default by the
Borrower in making any prepayment of Eurocurrency Loans after the Borrower has
given a notice thereof in accordance with the provisions of this Agreement or
(c) the making of a payment or prepayment of Eurocurrency Loans or the
conversion of Eurocurrency Loans on a day which is not the last day of an Interest
Period with respect thereto.  Such
indemnification may include an amount equal to the excess, if any, of
(i) the amount of interest which would have accrued on the amount so
prepaid, or converted, or not so borrowed, converted or continued, for the
period from the date of such prepayment or conversion or of such failure to
borrow, convert or continue to the last day of the applicable Interest Period
(or, in the case of a failure to borrow, convert or continue, the Interest
Period that would have commenced on the date of such failure) in each case at
the applicable rate of interest for such Eurocurrency Loans, as applicable,
provided for herein (excluding, however, the Applicable Margin included
therein, if any) over (ii) the amount of interest (as reasonably
determined by such Lender) which would have accrued to such Lender on such
amount by placing such amount on deposit for a comparable period with leading
banks in the interbank eurocurrency market. 
If any Lender



 62
 









becomes entitled to claim any amounts under the indemnity contained in
this subsection 3.12, it shall provide prompt notice thereof to the
Borrower, through the Administrative Agent, certifying (x) that one of the
events described in clause (a), (b) or (c) has occurred and describing in
reasonable detail the nature of such event, (y) as to the loss or expense
sustained or incurred by such Lender as a consequence thereof and (z) as
to the amount for which such Lender seeks indemnification hereunder and a
reasonably detailed explanation of the calculation thereof.  Such a certificate as to any indemnification
pursuant to this subsection submitted by such Lender, through the
Administrative Agent, to the Borrower shall be conclusive in the absence of
manifest error.  This
subsection 3.12 shall survive the termination of this Agreement and the
payment of the Loans and all other amounts payable hereunder.


3.13         Certain
Rules Relating to the Payment of Additional Amounts.


(a)           Upon
the request, and at the expense, of the Borrower, each Agent and Lender to
which the Borrower is required to pay any additional amount pursuant to subsection 3.10
or 3.11, and any Participant in respect of whose participation such payment is
required, shall reasonably afford the Borrower the opportunity to contest, and
reasonably cooperate with the Borrower in contesting, the imposition of any
Non-Excluded Tax giving rise to such payment; provided that
(i) such Agent or Lender shall not be required to afford the Borrower the
opportunity to so contest unless the Borrower shall have confirmed in writing
to such Agent or Lender its obligation to pay such amounts pursuant to this
Agreement and (ii) the Borrower shall reimburse such Agent or Lender for
its reasonable attorneys’ and accountants’ fees and disbursements incurred in so
cooperating with the Borrower in contesting the imposition of such Non-Excluded
Tax; provided, however, that notwithstanding the foregoing no
Agent or Lender shall be required to afford the Borrower the opportunity to
contest, or cooperate with the Borrower in contesting, the imposition of any
Non-Excluded Taxes, if such Agent or Lender in its sole discretion in good
faith determines that to do so would have an adverse effect on it.


(b)           If
a Lender changes its applicable lending office (other than (i) pursuant to
paragraph (c) below or (ii) after an Event of Default under
subsection 8(a), (b), (g) or (h) has occurred and is continuing) and the
effect of such change, as of the date of such change, would be to cause the
Borrower to become obligated to pay any additional amount under
subsection 3.10 or 3.11, the Borrower shall not be obligated to pay such
additional amount.


(c)           If
a condition or an event occurs which would, or would upon the passage of time
or giving of notice, result in the payment of any additional amount to any
Lender by the Borrower pursuant to subsection 3.10 or 3.11, such Lender
shall promptly after becoming aware of such event or condition notify the
Borrower and the Administrative Agent and shall take such steps as may
reasonably be available to it to mitigate the effects of such condition or
event (which shall include efforts to rebook the Senior Interim Loans held by
such Lender at another lending office, or through another branch or an
affiliate, of such Lender); provided that such Lender shall not be
required to take any step that, in its reasonable judgment, would be materially
disadvantageous to its business or operations or would require it to incur
additional costs (unless the Borrower agrees to reimburse such Lender for the
reasonable incremental out-of-pocket costs thereof).



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(d)           If
the Borrower shall become obligated to pay additional amounts pursuant to
subsection 3.10 or 3.11 and any affected Lender shall not have promptly
taken steps necessary to avoid the need for payments under subsection 3.10
or 3.11, the Borrower shall have the right, for so long as such obligation
remains, (i) with the assistance of the Administrative Agent, to seek one
or more substitute Lenders reasonably satisfactory to the Administrative Agent
and the Borrower to purchase the affected Senior Interim Loan, in whole or in
part, at an aggregate price no less than such Senior Interim Loan’s principal
amount plus accrued interest, and assume the affected obligations under
this Agreement, or (ii) so long as no Default or Event of Default then
exists or will exist immediately after giving effect to the respective
prepayment, upon at least four Business Days’ irrevocable notice to the
Administrative Agent, to prepay the affected Senior Interim Loan, in whole or
in part, subject to subsection 3.12, without premium or penalty.  In the case of the substitution of a Lender,
the Borrower, the Administrative Agent, the affected Lender, and any substitute
Lender shall execute and deliver an appropriately completed Assignment and
Acceptance pursuant to subsection 10.6(b) to effect the assignment of
rights to, and the assumption of obligations by, the substitute Lender; provided
that any fees required to be paid by subsection 10.6(b) in connection with
such assignment shall be paid by the Borrower or the substitute Lender.  In the case of a prepayment of an affected
Senior Interim Loan, the amount specified in the notice shall be due and payable
on the date specified therein, together with any accrued interest to such date
on the amount prepaid.  In the case of
each of the substitution of a Lender and of the prepayment of an affected
Senior Interim Loan, the Borrower shall first pay the affected Lender any
additional amounts owing under subsections 3.10 and 3.11 (as well as any
commitment fees and other amounts then due and owing to such Lender, including
any amounts under this subsection 3.13) prior to such substitution or prepayment.


(e)           If
any Agent or Lender receives a refund directly attributable to taxes for which
the Borrower has made additional payments pursuant to subsection 3.10(a)
or 3.11(a), such Agent or such Lender, as the case may be, shall promptly pay
such refund (together with any interest with respect thereto received from the
relevant taxing authority, but net of any reasonable cost incurred in
connection therewith) to the Borrower; provided, however, that
the Borrower agrees promptly to return such refund (together with any interest
with respect thereto due to the relevant taxing authority) (free of all Non-Excluded
Taxes) to such Agent or the applicable Lender, as the case may be, upon receipt
of a notice that such refund is required to be repaid to the relevant taxing
authority.


(f)            The
obligations of any Agent, Lender or Participant under this subsection 3.13
shall survive the termination of this Agreement and the payment of the Senior
Interim Loans and all amounts payable hereunder.


SECTION 4               REPRESENTATIONS
AND WARRANTIES.


To induce the Administrative Agent and each Lender to
make the Extensions of Credit requested to be made by it on the Closing Date,
the Borrower hereby represents and warrants, on the Closing Date, after giving
effect to the Transactions, to the Administrative Agent and each Lender that:


4.1           Financial
Condition.  The audited consolidated
balance sheets of ServiceMaster and its consolidated Subsidiaries as of
December 31, 2005 and December 31, 2006



 64
 









and the consolidated statements of income, shareholders’ equity and
cash flows for the fiscal years ended December 31, 2004, December 31, 2005 and
December 31, 2006, reported on by and accompanied by unqualified reports from
Deloitte & Touche LLP, present fairly, in all material respects, the
consolidated financial condition as at such date, and the consolidated results
of operations and consolidated cash flows for the respective fiscal years then
ended, of ServiceMaster and its consolidated Subsidiaries. All such financial
statements, including the related schedules and notes thereto, have been
prepared in accordance with GAAP consistently applied throughout the periods
covered thereby (except as approved by a Responsible Officer of ServiceMaster,
and disclosed in any such schedules and notes, and subject to the omission of
footnotes from such unaudited financial statements).


4.2           No
Change; Solvent.


(a)           Except
for changes (x) contemplated or permitted by the Merger Agreement or (y)
resulting from the announcement of the Merger Agreement or the transactions contemplated
thereby or hereby, from March 18, 2007 through the Closing Date, there has not
been any event, change, circumstance or development (including any damage,
destruction or loss whether or not covered by insurance) which, individually or
in the aggregate, has had, or would reasonably be expected to have, a Material
Adverse Change (as defined in the Merger Agreement) on ServiceMaster and its
Subsidiaries, taken as a whole.


(b)           As
of the Closing Date, after giving effect to the consummation of the
Transactions occurring on the Closing Date, the Borrower is Solvent.


4.3           Corporate
Existence; Compliance with Law.  Each
of the Loan Parties (a) is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation or formation,
(b) has the corporate or other organizational power and authority, and the legal
right, to own and operate its property, to lease the property it operates as
lessee and to conduct the business in which it is currently engaged, except to
the extent that the failure to have such legal right would not be reasonably
expected to have a Material Adverse Effect, (c) is duly qualified as a foreign
corporation or a limited liability company and in good standing under the laws
of each jurisdiction where its ownership, lease or operation of property or the
conduct of its business requires such qualification, other than in such jurisdictions
where the failure to be so qualified and in good standing would not be
reasonably expected to have a Material Adverse Effect and (d) is in compliance
with all Requirements of Law, except to the extent that the failure to comply
therewith would not, in the aggregate, be reasonably expected to have a
Material Adverse Effect.


4.4           Corporate
Power; Authorization; Enforceable Obligations.  Each Loan Party has the corporate or other
organizational power and authority, and the legal right, to make, deliver and
perform the Loan Documents to which it is a party and, in the case of the
Borrower, to obtain Extensions of Credit hereunder, and each such Loan Party
has taken all necessary corporate or other organizational action to authorize
the execution, delivery and performance of the Loan Documents to which it is a
party and, in the case of the Borrower, to authorize the Extensions of Credit
to it, if any, on the terms and conditions of this Agreement and any Senior
Interim Loan Notes.  No consent or authorization
of, filing with, notice to or other similar act by or in respect of, any
Governmental Authority or any other Person is required to be obtained or



 65
 









made by or on behalf of any Loan Party in connection with the execution,
delivery, performance, validity or enforceability of the Loan Documents to
which it is a party or, in the case of the Borrower, with the Extensions of
Credit to it, if any, hereunder, except for (a) consents, authorizations,
notices and filings described in Schedule 4.4, all of which have been
obtained or made prior to or on the Closing Date and (b) consents,
authorizations, notices and filings which the failure to obtain or make would
not reasonably be expected to have a Material Adverse Effect.  This Agreement has been duly executed and
delivered by the Borrower, and each other Loan Document to which any Loan Party
is a party will be duly executed and delivered on behalf of such Loan
Party.  This Agreement constitutes a
legal, valid and binding obligation of the Borrower and each other Loan Document
to which any Loan Party is a party when executed and delivered will constitute
a legal, valid and binding obligation of such Loan Party, enforceable against
such Loan Party in accordance with its terms, except as enforceability may be
limited by applicable domestic or foreign bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors’ rights
generally and by general equitable principles (whether enforcement is sought by
proceedings in equity or at law).


4.5           No
Legal Bar.  The execution, delivery
and performance of the Loan Documents by any of the Loan Parties, the Extensions
of Credit hereunder and the use of the proceeds thereof (a) will not violate
any Requirement of Law or Contractual Obligation of such Loan Party in any
respect that would reasonably be expected to have a Material Adverse Effect and
(b) will not result in, or require, the creation or imposition of any Lien
(other than Permitted Liens) on any of its properties or revenues pursuant to
any such Requirement of Law or Contractual Obligation.


4.6           No
Material Litigation.  No litigation,
investigation or proceeding of or before any arbitrator or Governmental
Authority is pending or, to the knowledge of the Borrower, threatened by or
against the Borrower or any of its Restricted Subsidiaries or against any of
their respective properties or revenues, (a) except as described on Schedule
4.6, which is so pending or threatened at any time on or prior to the Closing
Date and relates to any of the Loan Documents or any of the transactions
contemplated hereby or thereby or (b) which would be reasonably expected to
have a Material Adverse Effect.


4.7           No Default.  Neither the Borrower, nor any of its
Restricted Subsidiaries is in default under or with respect to any of its
Contractual Obligations in any respect that would be reasonably expected to
have a Material Adverse Effect.  No
Default or Event of Default has occurred and is continuing.


4.8           Ownership
of Property; Liens.  Each of the
Borrower and its Restricted Subsidiaries has good title in fee simple to, or a
valid leasehold interest in, all its material real property, and good title to,
or a valid leasehold interest in, all its other material property, except where
the failure to have such title would not reasonably be expected to have a
Material Adverse Effect, and none of such property is subject to any Lien, except
for Permitted Liens.


4.9           Intellectual
Property.  The Borrower and each of
its Restricted Subsidiaries owns, or has the legal right to use, all United
States patents, patent applications, trademarks, trademark applications, trade
names, copyrights, technology, know-how and processes necessary for each of
them to conduct its business substantially as currently conducted



 66
 









(the “Intellectual Property”) except for those the failure to
own or have such legal right to use would not be reasonably expected to have a
Material Adverse Effect.


4.10         No
Burdensome Restrictions.  Neither the
Borrower nor any of its Restricted Subsidiaries is in violation of any
Requirement of Law applicable to the Borrower or any of its Restricted
Subsidiaries that would be reasonably expected to have a Material Adverse Effect.


4.11         Taxes.  To the knowledge of the Borrower, each of the
Borrower and its Restricted Subsidiaries has filed or caused to be filed all
United States federal income tax returns and all other material tax returns
that are required to be filed by it and has paid (a) all taxes shown to be due
and payable on such returns and (b) all taxes shown to be due and payable on
any assessments of which it has received notice made against it or any of its
property and all other taxes, fees or other charges imposed on it or any of its
property by any Governmental Authority, and no tax Lien has been filed, and no
claim is being asserted, with respect to any such tax, fee or other charge
(other than, for purposes of this subsection 4.11, any (i) taxes, fees, other
charges or Liens with respect to which the failure to pay, or the existence
thereof, in the aggregate, would not have a Material Adverse Effect or (ii)
taxes, fees or other charges the amount or validity of which are currently
being contested in good faith by appropriate proceedings diligently conducted
and with respect to which reserves in conformity with GAAP have been provided
on the books of Holding, the Borrower or one or more of its Restricted
Subsidiaries, as the case may be).


4.12         Federal
Regulations.  No part of the proceeds
of any Extensions of Credit will be used for any purpose that violates the
provisions of the Regulations of the Board, including without limitation,
Regulation T, Regulation U or Regulation X of the Board.


4.13         ERISA.


(a)           During
the five year period prior to each date as of which this representation is
made, or deemed made, with respect to any Plan (or, with respect to (f) or (h)
below, as of the date such representation is made or deemed made), none of the
following events or conditions, either individually or in the aggregate, has
resulted or is reasonably likely to result in a Material Adverse Effect:  (a) a Reportable Event; (b) an “accumulated
funding deficiency” (within the meaning of Section 412 of the Code or Section
302 of ERISA); (c) any noncompliance with the applicable provisions of ERISA or
the Code; (d) a termination of a Single Employer Plan (other than a standard
termination pursuant to Section 4041(b) of ERISA); (e) a Lien on the property
of the Borrower or its Restricted Subsidiaries in favor of the PBGC or a Plan;
(f) any Underfunding with respect to any Single Employer Plan; (g) a complete
or partial withdrawal from any Multiemployer Plan by the Borrower or any
Commonly Controlled Entity; (h) any liability of the Borrower or any Commonly
Controlled Entity under ERISA if the Borrower or any such Commonly Controlled
Entity were to withdraw completely from all Multiemployer Plans as of the
annual valuation date most closely preceding the date on which this representation
is made or deemed made; (i) the Reorganization or Insolvency of any
Multiemployer Plan; or (j) any transactions that resulted or could
reasonably be expected to result in any liability to the Borrower or any
Commonly Controlled Entity under Section 4069 of ERISA or Section 4212(c) of
ERISA; provided that the representation made in clauses (b) and (i) 



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of this subsection 4.13(a) with respect to a Multiemployer Plan is
based on knowledge of the Borrower.


(b)           With
respect to any Foreign Plan, none of the following events or conditions exists
and is continuing that, either individually or in the aggregate, would reasonably
be expected to have a Material Adverse Effect: 
(a) substantial non-compliance with its terms and with the requirements
of any and all applicable laws, statutes, rules, regulations and orders; (b)
failure to be maintained, where required, in good standing with applicable
regulatory authorities; (c) any obligation of the Borrower or its Restricted
Subsidiaries in connection with the termination or partial termination of, or
withdrawal from, any Foreign Plan; (d) any Lien on the property of the Borrower
or its Restricted Subsidiaries in favor of a Governmental Authority as a result
of any action or inaction regarding a Foreign Plan; (e) for each Foreign Plan
that is a funded or insured plan, failure to be funded or insured on an ongoing
basis to the extent required by applicable non-U.S. law (using actuarial
methods and assumptions which are consistent with the valuations last filed
with the applicable Governmental Authorities); (f) any facts that, to the best
knowledge of the Borrower or any of its Restricted Subsidiaries, exist that
would reasonably be expected to give rise to a dispute and any pending or
threatened disputes that, to the best knowledge of the Borrower or any of its
Restricted Subsidiaries, would reasonably be expected to result in a material
liability to the Borrower or any of its Restricted Subsidiaries concerning the
assets of any Foreign Plan (other than individual claims for the payment of
benefits); and (g) failure to make all contributions in a timely manner to
the extent required by applicable non-U.S. law.


4.14         Investment
Company Act; Other Regulations.  The
Borrower is not an “investment company” within the meaning of the Investment
Company Act.  The Borrower is not subject
to regulation under any Federal or State statute or regulation (other than
Regulation X of the Board) which limits its ability to incur Indebtedness as contemplated
hereby.


4.15         Subsidiaries.  Schedule 4.15 sets forth all the
Subsidiaries of the Borrower at the Closing Date (after giving effect to the
Transactions), the jurisdiction of their organization and the direct or
indirect ownership interest of the Borrower therein.


4.16         Purpose
of Senior Interim Loans.  The
proceeds of the Senior Interim Loans shall be used by the Borrower (a) to
finance, in part, the Transactions, (b) to pay certain transaction fees
and expenses related to the Transactions and (c) for general corporate
purposes.  The proceeds of the Delayed
Draw Term Loans shall be used by the Borrower to finance the repurchase,
repayment or other satisfaction of the Existing 2007 Notes and the Existing
2009 Notes, including the payment of accrued interest, fees, costs, expenses
and premiums related thereto.


4.17         Environmental
Matters.  Other than as disclosed on
Schedule 4.17 or exceptions to any of the following that would not,
individually or in the aggregate, reasonably be expected to give rise to a
Material Adverse Effect:


(a)           The Borrower and its
Restricted Subsidiaries:  (i) are, and
within the period of all applicable statutes of limitation have been, in
compliance with all applicable Environmental Laws; (ii) hold all Environmental
Permits (each of which is in full force



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and effect)
required for any of their current operations or for any property owned, leased,
or otherwise operated by any of them and reasonably expect to timely obtain
without material expense all such Environmental Permits required for planned
operations; (iii) are, and within the period of all applicable statutes of
limitation have been, in compliance with all of their Environmental Permits;
and (iv) believe they will be able to maintain compliance with Environmental
Laws, including any reasonably foreseeable future requirements thereto.


(b)           Materials of
Environmental Concern have not been transported, disposed of, emitted,
discharged, or otherwise released or threatened to be released, to or at any
real property presently or formerly owned, leased or operated by the Borrower
or any of its Restricted Subsidiaries or at any other location, that would
reasonably be expected to (i) give rise to liability or other
Environmental Costs of the Borrower or any of its Restricted Subsidiaries under
any applicable Environmental Law, or (ii) interfere with the Borrower’s or any
of its Restricted Subsidiaries’ planned or continued operations, or (iii)
impair the fair saleable value of any real property owned by the Borrower or
any of its Restricted Subsidiaries that is part of the Collateral.


(c)           There is no
judicial, administrative, or arbitral proceeding (including any notice of
violation or alleged violation) under any Environmental Law to which the Borrower
or any of its Restricted Subsidiaries is, or to the knowledge of the Borrower
or any of its Restricted Subsidiaries is reasonably likely to be, named as a
party that is pending or, to the knowledge of the Borrower or any of its
Restricted Subsidiaries, threatened.


(d)           Neither the Borrower
nor any of its Restricted Subsidiaries has received any written request for
information, or been notified that it is
a potentially responsible party, under the United States federal Comprehensive Environmental Response, Compensation,
and Liability Act or any similar Environmental Law, or received any
other written request for information from any Governmental Authority with
respect to any Materials of Environmental Concern.


(e)           Neither the Borrower
nor any of its Restricted Subsidiaries has entered into or agreed to any
consent decree, order, or settlement or other agreement, nor is subject to any
judgment, decree, or order or other agreement, in any judicial, administrative,
arbitral, or other forum, relating to compliance with or liability under any
Environmental Law.


4.18         No
Material Misstatements.  The written
factual information, reports, financial statements, exhibits and schedules
furnished by or on behalf of the Borrower to the Administrative Agent, the
Other Representatives and the Lenders in connection with the negotiation of any
Loan Document or included therein or delivered pursuant thereto, taken as a
whole, did not contain as of the Closing Date any material misstatement of fact
and did not omit to state as of the Closing Date any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not materially misleading in their presentation of the Borrower and
its Restricted Subsidiaries taken as a whole. 
It is understood that (a) no representation or warranty is made
concerning the forecasts, estimates, pro forma



 69
 









information, projections and statements as to anticipated future
performance or conditions, and the assumptions on which they were based, contained
in any such information, reports, financial statements, exhibits or schedules,
except that as of the date such forecasts, estimates, pro forma information,
projections and statements were generated, (i) such forecasts, estimates,
pro forma information, projections and statements were based on the good faith
assumptions of the management of the Borrower and (ii) such assumptions
were believed by such management to be reasonable and (b) such forecasts,
estimates, pro forma information and statements, and the assumptions on which
they were based, may or may not prove to be correct.


4.19         Labor
Matters.  There are no strikes
pending or, to the knowledge of the Borrower, reasonably expected to be
commenced against the Borrower or any of its Restricted Subsidiaries that,
individually or in the aggregate, would reasonably be expected to have a Material
Adverse Effect.  The hours worked and
payments made to employees of the Borrower and each of its Restricted
Subsidiaries have not been in violation of any applicable laws, rules or regulations,
except where such violations would not reasonably be expected to have a
Material Adverse Effect.


4.20         Insurance.  Schedule 4.20 sets forth a complete and
correct listing of all insurance that is (a) maintained by the Borrower and its
Restricted Subsidiaries that are Loan Parties and (b) material to the business
and operations of the Borrower and its Restricted Subsidiaries taken as a whole
maintained by Restricted Subsidiaries other than Loan Parties, in each case as
of the Closing Date, with the amounts insured (and any deductibles) set forth
therein.


4.21         Anti-Terrorism.  As of the Closing Date, the Borrower and its
Restricted Subsidiaries are in compliance with the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001, except as would not reasonably be expected to have a Material
Adverse Effect.


SECTION 5               CONDITIONS
PRECEDENT.


5.1           Conditions
to Initial Extension of Credit.  This
Agreement, including the agreement of each Lender to make the initial Extension
of Credit requested to be made by it, shall become effective on the date on
which the following conditions precedent shall have been satisfied or waived; provided,
however, that upon the satisfaction or waiver of the conditions of this
subsection 5.1, to the extent provided thereby, all of the other
conditions set forth in this subsection 5.1, if not satisfied or waived on
such date, shall be deemed to have been satisfied for all purposes hereunder
and all such other conditions, if not satisfied or waived on such date, shall
automatically be converted into covenants to accomplish the satisfaction of the
applicable matters described in such conditions within the time period required
by subsection 6.4:


(a)           Loan Documents.  The Administrative Agent shall have received
the following Loan Documents, executed and delivered as required below, with,
in the case of clause (i), a copy for each Lender:


(i)            this Agreement, executed and
delivered by a duly authorized officer of the Borrower; and



 70
 









(ii)           the Guarantee Agreement, executed and
delivered by a duly authorized officer of the Borrower and each other Loan
Party signatory thereto;


provided
that clause (a)(ii) of this subsection 5.1 notwithstanding, to the extent any
guarantee is not provided on the Closing Date after the Borrower and its
Subsidiaries having used commercially reasonable efforts to do so, the
provisions of clauses (a)(ii) shall be deemed to have been satisfied and the
Loan Parties shall be required to provide such guarantees in accordance with
the provisions set forth in subsection 6.4.


(b)           Merger.  The Merger shall have been consummated (or
shall be consummated substantially concurrently with the satisfaction of the
other conditions precedent set forth in this subsection 5.1 unless
arrangements shall have been made for the return of the net proceeds of the
Loans to the Lenders in the event that the Merger shall not have been
consummated on the Closing Date), substantially pursuant to the provisions of
the Merger Agreement without giving effect to any waiver or other modification
materially adverse to the interests of the Lenders that is not approved by the
Lead Arrangers (such approval not to be unreasonably withheld, conditioned or
delayed).


(c)           Debt Financings.


(i)            Substantially concurrently with the
satisfaction of the other conditions precedent set forth in this subsection
5.1, the Borrower shall have entered into the Term Loan Agreement.


(ii)           Substantially concurrently with the
satisfaction of the other conditions precedent set forth in this subsection
5.1, ServiceMaster and certain subsidiaries of ServiceMaster shall have entered
into the Revolving Credit Agreement.


(iii)          On the Closing Date, the
Administrative Agent shall receive, substantially concurrently with the
satisfaction of the other conditions precedent set forth in this subsection
5.1, a complete and correct copy of the Term Loan Credit Agreement and the
Revolving Credit Agreement, certified as such by an appropriate officer of the
Borrower.


(d)           Outstanding
Indebtedness and Preferred Equity; No Defaults.  After giving effect to the consummation of
the Merger, the Borrower and its subsidiaries shall have no outstanding
preferred equity or indebtedness for borrowed money, in each case held by third
parties, except for indebtedness Incurred pursuant to the Debt Financing, any
Existing Indebtedness and Indebtedness in respect of the Existing 2007 Notes
and the Existing 2009 Notes.  Any
existing indebtedness for borrowed money, other than the Debt Financing, any
such Existing Indebtedness and other than the Existing 2007 Notes, shall have
been repaid, redeemed, defeased or otherwise discharged (or irrevocable notice
for the redemption thereof shall have been given) substantially concurrently
with or prior to the satisfaction of the other conditions precedent set forth
in this subsection 5.1.


(e)           Legal Opinions.  The Administrative Agent shall have received
the following executed legal opinions:



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(i)            the executed legal opinion of
Debevoise & Plimpton LLP, special New York counsel to each of the Borrower
and the other Loan Parties, substantially in the form of Exhibit C-1; and


(ii)           the executed legal opinion of
Richards, Layton & Finger P.A., special Delaware counsel to each of the
Borrower and certain other Loan Parties, substantially in the form of
Exhibit C-2.


(f)            Officer’s
Certificate.  The Administrative
Agent shall have received a certificate from the Borrower, dated the Closing
Date, substantially in the form of Exhibit F, with appropriate insertions
and attachments.


(g)           Fees.  The Agents, the Other Representatives and the
Lenders shall have received all fees and expenses required to be paid or
delivered by the Borrower to them on or prior to the Closing Date, including
the fees referred to in subsection 3.5.


(h)           Corporate
Proceedings of the Loan Parties.  The
Administrative Agent shall have received a copy of the resolutions or equivalent
action, in form and substance reasonably satisfactory to the Administrative
Agent, of the Board of Directors of each Loan Party authorizing, as applicable,
(i) the execution, delivery and performance of this Agreement, any Senior
Interim Loan Notes and the other Loan Documents to which it is or will be a
party as of the Closing Date and (ii) the Extensions of Credit to such Loan
Party (if any) contemplated hereunder, certified by the Secretary, an Assistant
Secretary or other authorized representatives of such Loan Party as of the
Closing Date, which certificate shall be in substantially the form of
Exhibit G and shall state that the resolutions or other action thereby
certified have not been amended, modified (except as any later such resolution
or other action may modify any earlier such resolution or other action),
revoked or rescinded and are in full force and effect.


(i)            Incumbency
Certificates of the Loan Parties. 
The Administrative Agent shall have received a certificate of each Loan
Party, dated the Closing Date, as to the incumbency and signature of the
officers or other authorized signatories of such Loan Party executing any Loan
Document substantially in the form of Exhibit G executed by a Responsible
Officer or other authorized representative and the Secretary, any Assistant Secretary
or another authorized representative of such Loan Party.


(j)            Governing
Documents.  The Administrative Agent
shall have received copies of the certificate or articles of incorporation and
by-laws (or other similar governing documents serving the same purpose) of each
Loan Party, certified as of the Closing Date as complete and correct copies
thereof by the Secretary, an Assistant Secretary or other authorized
representative of such Loan Party pursuant to a certificate substantially in
the form of Exhibit G.


(k)           No Material
Adverse Change.  Since March 18,
2007, there shall not have been any Material Adverse Change (as defined in the
Merger Agreement).


(l)            Representations
and Warranties.  All representations
and warranties set forth in Section 4 and in the other Loan Documents shall,
except to the extent that they



 72
 









relate to a
particular date, be true and correct in all material respects; provided
that any breach of any such representations or warranties shall not constitute
a failure to satisfy the condition set forth in this clause (l) unless
(x) such breach also constitutes a breach of a representation or warranty
of ServiceMaster in the Merger Agreement that would result in Acquisition Co.
having a right to terminate its obligations thereunder or (y) such breach
is a breach of the representations and warranties set forth in subsection 4.4
(other than the second sentence thereof), 4.12 or 4.14.


(m)          Absence of Defaults.  There shall not exist (pro forma for
the Merger and the financing thereof) any Default or Event of Default; provided
that any Default or Event of Default resulting from (x) the failure to provide
any guarantee on the Closing Date after the use of commercially reasonable
efforts by the Borrower or any of its Subsidiaries to do so or (y) any breach
of any representation or warranty made by any Loan Party pursuant to any Loan
Document, other than (A) to the extent such breach also constitutes a breach of
a representation or warranty of ServiceMaster in the Merger Agreement that
would result in Acquisition Co. having a right to terminate its obligations
thereunder or (B) such breach is a breach of the representations and warranties
set forth in subsection 4.4 (other than the second sentence thereof), 4.12 or
4.14, shall in each case not constitute a Default or Event of Default for
purposes of this clause.


(n)           Solvency.  The Administrative Agent shall have received
a certificate of the chief financial officer of the Borrower (or another
authorized financial officer of Acquisition Co. or Holding) certifying the
solvency of the Borrower in customary form.


(o)           Equity
Contribution.  Acquisition Co. shall
have received (or shall receive, substantially concurrently with the
satisfaction of the other conditions precedent set forth in this
subsection 5.1) the Equity Contribution in an amount of not less than
$1,200.0 million.


The making of the initial Extensions of Credit by the
Lenders hereunder shall (except as set forth in the lead-in to this
subsection 5.1) conclusively be deemed to constitute an acknowledgement by
the Administrative Agent and each Lender that each of the conditions precedent
set forth in this subsection 5.1 shall have been satisfied in accordance
with its respective terms or shall have been irrevocably waived by such Person.


SECTION 6               AFFIRMATIVE
COVENANTS.


The Borrower hereby agrees that, from and after the
Closing Date, and thereafter until payment in full of the Loans and any other
amount then due and owing to any Lender or any Agent hereunder and under any
Senior Interim Loan Note and no other amounts are owing hereunder, the Borrower
shall:


6.1           Financial
Statements.  Furnish to the
Administrative Agent for delivery to each Lender (and the Administrative Agent
agrees to make and so deliver such copies):


(a)           as soon as available, but in any event not later than the
fifth Business Day after the 90th day following the end of each fiscal year of
the Borrower ending on or after December 31, 2007, (i) a copy of the
consolidated balance sheet of the Borrower and its



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consolidated
Subsidiaries as at the end of such year and the related consolidated statements
of income, shareholders’ equity and cash flows for such year, setting forth in
each case, in comparative form the figures for and as of the end of the
previous year, reported on without a “going concern” or like qualification or
exception, or qualification arising out of the scope of the audit, by Deloitte
& Touche LLP or other independent certified public accountants of
nationally recognized standing not unacceptable to the Administrative Agent in
its reasonable judgment and (ii) a narrative report and management’s discussion
and analysis, in form substantially similar to past practice or otherwise
reasonably satisfactory to the Administrative Agent, of the financial condition
and results of operations of the Borrower for such fiscal year, as compared to
amounts for the previous fiscal year (it being agreed that the furnishing of
the Borrower’s annual report on Form 10-K for such year, as filed with the SEC,
will satisfy the Borrower’s obligation under this subsection 6.1(a) with
respect to such year except with respect to the requirement that such financial
statements be reported on without a “going concern” or like qualification or
exception, or qualification arising out of the scope of the audit);


(b)           as soon as available, but
in any event not later than the fifth Business Day after the 45th day following
the end of each of the first three quarterly periods of each fiscal year of the
Borrower, (i) the unaudited consolidated balance sheet of the Borrower and
its consolidated Subsidiaries as at the end of such quarter and the related
unaudited consolidated statements of operations and cash flows of the Borrower
and its consolidated Subsidiaries for such quarter and the portion of the
fiscal year through the end of such quarter, setting forth in each case, in
comparative form the figures for and as of the corresponding periods of the
previous year, certified by a Responsible Officer of the Borrower as being fairly
stated in all material respects (subject to normal year-end audit and other
adjustments) and (ii) a narrative report and management’s discussion and
analysis, in form substantially similar to past practice or otherwise
reasonably satisfactory to the Administrative Agent, of the financial condition
and results of operations of the Borrower for such fiscal quarter and then
elapsed portion of the fiscal year, as compared to the comparable periods in
the previous fiscal year (it being agreed that the furnishing of the Borrower’s
quarterly report on Form 10-Q for such quarter, as filed with the SEC, will
satisfy the Borrower’s obligations under this subsection 6.1(b) with respect to
such quarter);


(c)           to the extent applicable, concurrently with any delivery
of consolidated financial statements under subsection 6.1(a) or (b) above,
related unaudited condensed consolidating financial statements reflecting the
material adjustments necessary (as determined by the Borrower in good faith) to
eliminate the accounts of Unrestricted Subsidiaries (if any) from the accounts
of the Borrower and its Restricted Subsidiaries;


(d)           all such financial statements delivered pursuant to
subsection 6.1(a) or (b) to be (and, in the case of any financial statements
delivered pursuant to subsection 6.1(b) shall be certified by a Responsible
Officer of the Borrower as being) complete and correct in all material respects
in conformity with GAAP and to be (and, in the case of any financial statements
delivered pursuant to subsection 6.1(b) shall be certified by a Responsible
Officer of the Borrower as being) prepared in reasonable detail in accordance
with GAAP applied consistently throughout the periods reflected therein and



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with prior
periods that began on or after the Closing Date (except as approved by such accountants
or officer, as the case may be, and disclosed therein, and except, in the case
of any financial statements delivered pursuant to subsection 6.1(b), for the
absence of certain notes).


6.2           Future
Subsidiary Guarantors.  From and after the
Closing Date, the Borrower will cause each Domestic Subsidiary that
guarantees (x) payment of any Indebtedness of the Borrower or any
Subsidiary Guarantor under any Credit Facility and that is a Wholly Owned
Domestic Subsidiary or (y) Capital Markets Securities, to execute and
deliver to the Administrative Agent within 30 days such amendments to the
Guarantee Agreement as the Administrative Agent shall reasonably deem necessary
or advisable, pursuant to which such Domestic Subsidiary will guarantee payment
of the Senior Interim Loans, whereupon such Domestic Subsidiary will become a
Subsidiary Guarantor for all purposes under this Agreement.  In addition, the Borrower may cause any
Subsidiary that is not a Subsidiary Guarantor so to guarantee payment of the
Senior Interim Loans and become a Subsidiary Guarantor.


6.3           Release of Subsidiary Guarantees.  Notwithstanding the provisions of any
Guarantee Agreement, Subsidiary Guarantees will be subject to termination and
discharge under the circumstances described in this Section 6.3.  Any
Subsidiary Guarantor will automatically and unconditionally be released from
all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee
shall thereupon terminate and be discharged and of no further force or effect,
(i) concurrently with any direct or indirect
sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any
interest therein in accordance with the terms of this Agreement (including
subsection 7.3 and subsection 7.4) by the Borrower or a Restricted
Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted
Subsidiary of the Borrower, (ii) at
any time that such Subsidiary Guarantor is released from all of its obligations
under all of its Guarantees of payment of any Indebtedness of the Borrower or
any Subsidiary Guarantor under Credit Facilities and Capital Markets Securities
(it being understood that a release subject to contingent reinstatement is
still a release, and that if any such Guarantee is so reinstated, such
Subsidiary Guarantee shall also be reinstated to the extent that such
Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee
pursuant to Section 6.2), (iii) upon the merger or
consolidation of any Subsidiary Guarantor with and into the Borrower or another
Subsidiary Guarantor that is the surviving Person in such merger or
consolidation, or upon the liquidation of such Subsidiary Guarantor following
the transfer of all of its assets to the Borrower or another Subsidiary
Guarantor, (iv) concurrently with any Subsidiary Guarantor
becoming an Unrestricted Subsidiary, (v) subject
to subsections 2.1(b)(iii) and 2.2 of the Guarantee Agreement, upon the
full discharge or release of the Borrower’s obligations under this Agreement,
or (vi) subject to subsections 2.1(b)(iii) and
2.2 of the Guarantee Agreement, upon payment in full of all amounts outstanding
hereunder and all other Subsidiary Guaranteed Obligations then due and
owing.  Upon any such occurrence
specified in this subsection 6.3, the Administrative Agent shall execute any
documents reasonably requested by the Borrower in order to evidence such
release, discharge and termination in respect of the applicable Subsidiary
Guarantee.  In addition, the Borrower
will have the right, upon 30 days’ notice to the Administrative Agent, to
cause any Subsidiary Guarantor that has not guaranteed payment of any
Indebtedness of the Borrower or any Subsidiary Guarantor under any Credit
Facilities or any Capital Markets Securities to be unconditionally released
from all obligations under its Subsidiary Guarantee, and such Subsidiary
Guarantee shall thereupon terminate and be discharged and of no further force
or effect.



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6.4           Post-Closing
Obligations.  The Borrower agrees to
deliver or cause to be delivered such documents and instruments, and take or
cause to be taken such other actions as may be reasonably necessary to provide
the guarantees described in subsection 5.1(a)(ii) that are not so provided on
the Closing Date and to satisfy each other condition precedent that was not
actually satisfied, but rather deemed satisfied on the Closing Date pursuant to
the provisions set forth in subsection 5.1, and in any event to provide such
guarantees and to satisfy such other conditions within the applicable time periods
set forth on Schedule 6.4, as such time periods may be extended by the
Administrative Agent, in its sole discretion.


6.5           Statement
as to Default.  The Borrower shall
deliver to the Administrative Agent, within 120 days after the end of each
fiscal year of the Borrower ending after the Closing Date, a certificate of a
Responsible Officer to the effect that to the best knowledge of the signer
thereof on behalf of the Borrower, the Borrower is or is not in default in the
performance and observance of any of the terms, provisions and conditions of
this Agreement (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Borrower (through its own action or omission or
through the action or omission of any Loan Party, as applicable) shall be in
default, specifying all such defaults and the nature and status thereof of
which such signer may have knowledge. 
The individual signing any certificate given by any Person pursuant to
this subsection 6.5 shall be the principal executive, financial or accounting
officer of such Person.


6.6           Notice
of Default.  The Borrower shall
deliver to the Administrative Agent, within 30 days after the occurrence
thereof, written notice in the form of a certificate of a Responsible Officer
of any Event of Default under subsection 8(f), (j) or (k), and any event that
with the giving of notice or the lapse of time would become an Event of Default
under subsection 8(d) and (e), its status and what action the Borrower is
taking or proposes to take with respect thereto.


SECTION 7               NEGATIVE
COVENANTS.


The Borrower hereby agrees that, from and after the
Closing Date, and thereafter until payment in full of the Loans and any other
amount then due and owing to any Lender or any Agent hereunder and under any
Senior Interim Loan Note, and no other amounts are owing hereunder:


7.1           Limitation
on Indebtedness.


(a)           The
Borrower will not, and will not permit any Restricted Subsidiary to, Incur any
Indebtedness; provided, however, that the Borrower or any Restricted
Subsidiary may Incur Indebtedness if on the date of the Incurrence of such
Indebtedness, after giving effect to the Incurrence thereof, the Consolidated
Coverage Ratio would be equal to or greater than 2.00:1.00; provided, further,
that the aggregate principal amount of Indebtedness that may be Incurred
pursuant to the foregoing by Restricted Subsidiaries that are not Subsidiary
Guarantors shall not exceed $150.0 million at any one time outstanding.


(b)           Notwithstanding
the foregoing paragraph (a), the Borrower and its Restricted Subsidiaries
may Incur the following Indebtedness:



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(i)            Indebtedness Incurred
pursuant to any Credit Facility (including but not limited to in respect of
letters of credit or bankers’ acceptances issued or created thereunder) and
Indebtedness Incurred other than under any Credit Facility, and (without
limiting the foregoing), in each case, any Refinancing Indebtedness in respect
thereof in a maximum principal amount at any time outstanding not exceeding in
the aggregate the amount equal to (A) $3,500.0 million, plus
(B) in the event of any refinancing of any such Indebtedness, the
aggregate amount of fees, underwriting discounts, premiums and other costs and
expenses incurred in connection with such refinancing, minus (C) the aggregate
principal amount of Delayed Draw Term Loans (if any) classified by the Borrower
as Refinancing Indebtedness Incurred pursuant to clause 7.1(b)(iii) below to
refinance any Existing 2007 Notes or Existing 2009 Notes, minus (D) the amount,
if any, not borrowed under the Delayed Draw Term Loan Commitments upon the
termination thereof on the Delayed Draw Term Loan Commitment Termination Date;


(ii)           Indebtedness
(A) of any Restricted Subsidiary to the Borrower or (B) of the Borrower
or any Restricted Subsidiary to any Restricted Subsidiary; provided that
any subsequent issuance or transfer of any Capital Stock of such Restricted
Subsidiary to which such Indebtedness is owed, or other event, that results in
such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other
subsequent transfer of such Indebtedness (except to the Borrower or a
Restricted Subsidiary) will be deemed, in each case, an Incurrence of such
Indebtedness by the issuer thereof not permitted by this subsection 7.1(b)(ii);


(iii)          Indebtedness under
the Senior Interim Loan Facility, any Indebtedness (other than the Indebtedness
described in clause (ii) above) outstanding on the Closing Date, any
Indebtedness Incurred pursuant to any Required Interim Loan Refinancing and any
Refinancing Indebtedness Incurred in respect of any Indebtedness described in
this subsection 7.1(b)(iii) or subsection 7.1(a);


(iv)          Purchase Money
Obligations and Capitalized Lease Obligations, and any Refinancing Indebtedness
with respect thereto; provided that
the aggregate principal amount of such Purchase Money Obligations Incurred to
finance the acquisition of Capital Stock of any Person at any time outstanding
pursuant to this clause shall not exceed an amount equal to the greater of
$175.0 million and 15.0% of Consolidated Tangible Assets;


(v)           Indebtedness
(A) supported by a letter of credit issued pursuant to any Credit Facility
in a principal amount not exceeding the face amount of such letter of credit or
(B) consisting of accommodation guarantees for the benefit of trade
creditors of the Borrower or any of its Restricted Subsidiaries;


(vi)          (A) Guarantees
by the Borrower or any Restricted Subsidiary of Indebtedness or any other
obligation or liability of the Borrower or any Restricted Subsidiary (other
than any Indebtedness Incurred by the Borrower or such Restricted Subsidiary,
as the case may be, in violation of this subsection 7.1), or
(B) without limiting subsection 7.2, Indebtedness of the Borrower or
any Restricted Subsidiary arising by reason of any Lien granted by or applicable
to such Person securing



 77
 









Indebtedness
of the Borrower or any Restricted Subsidiary (other than any Indebtedness
Incurred by the Borrower or such Restricted Subsidiary, as the case may be, in
violation of this subsection 7.1);


(vii)         Indebtedness of the
Borrower or any Restricted Subsidiary (A) arising from the honoring of a
check, draft or similar instrument drawn against insufficient funds, provided
that such Indebtedness is extinguished within five Business Days of its
Incurrence, or (B) consisting of guarantees, indemnities, obligations in
respect of earnouts or other purchase price adjustments, or similar
obligations, Incurred in connection with the acquisition or disposition of any
business, assets or Person;


(viii)        Indebtedness of the
Borrower or any Restricted Subsidiary in respect of (A) letters of credit,
bankers’ acceptances or other similar instruments or obligations issued, or
relating to liabilities or obligations incurred, in the ordinary course of business
(including those issued to governmental entities in connection with
self-insurance under applicable workers’ compensation statutes), or
(B) completion guarantees, surety, judgment, appeal or performance bonds,
or other similar bonds, instruments or obligations, provided, or relating to
liabilities or obligations incurred, in the ordinary course of business,
including in respect of liabilities or obligations of franchisees, or
(C) Hedging Obligations, entered into for bona fide hedging purposes, or
(D) Management Guarantees or Management Indebtedness, or (E) the
financing of insurance premiums in the ordinary course of business, or
(F) take-or-pay obligations under supply arrangements incurred in the
ordinary course of business, or (G) netting, overdraft protection and
other arrangements arising under standard business terms of any bank at which
the Borrower or any Restricted Subsidiary maintains an overdraft, cash pooling
or other similar facility or arrangement;


(ix)           Indebtedness
(A) of a Special Purpose Subsidiary secured by a Lien on all or part of
the assets disposed of in, or otherwise Incurred in connection with, a
Financing Disposition or (B) otherwise Incurred in connection with a
Special Purpose Financing; provided that (1) such Indebtedness is not
recourse to the Borrower or any Restricted Subsidiary that is not a Special
Purpose Subsidiary (other than with respect to Special Purpose Financing
Undertakings), (2) in the event such Indebtedness shall become recourse to
the Borrower or any Restricted Subsidiary that is not a Special Purpose Subsidiary
(other than with respect to Special Purpose Financing Undertakings), such Indebtedness
will be deemed to be, and must be classified by the Borrower as, Incurred at
such time (or at the time initially Incurred) under one or more of the other
provisions of this subsection 7.1 for so long as such Indebtedness shall
be so recourse, and (3) in the event that at any time thereafter such
Indebtedness shall comply with the provisions of the preceding subclause (1),
the Borrower may classify such Indebtedness in whole or in part as Incurred under
this subsection 7.1(b)(ix);


(x)            Indebtedness of the
Borrower or any Restricted Subsidiary in an aggregate principal amount at any
time outstanding not exceeding an amount equal to (A) (1) the Foreign
Borrowing Base less (2) the aggregate principal amount of Indebtedness
Incurred by Special Purpose Subsidiaries that are Foreign Subsidiaries and then
outstanding pursuant to clause (ix) of this subsection 7.1(b) plus
(B) in the event of any refinancing of



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any
Indebtedness Incurred under this clause (x), the aggregate amount of fees,
underwriting discounts, premiums and other costs and expenses incurred in
connection with such refinancing;


(xi)           Contribution
Indebtedness and any Refinancing Indebtedness with respect thereto;


(xii)          Indebtedness of (A)
the Borrower or any Restricted Subsidiary Incurred to finance or refinance, or
otherwise Incurred in connection with, any acquisition of assets (including
Capital Stock), business or Person, or any merger or consolidation of any
Person with or into the Borrower or any Restricted Subsidiary, or (B) any
Person that is acquired by or merged or consolidated with or into the Borrower
or any Restricted Subsidiary (including Indebtedness thereof Incurred in
connection with any such acquisition, merger or consolidation), provided that
on the date of such acquisition, merger or consolidation, after giving effect
thereto, either (1) the Borrower would have a Consolidated Total Leverage Ratio
equal to or less than 7.25:1.00 or (2) the Consolidated Total Leverage Ratio of
the Borrower would equal or be less than the Consolidated Total Leverage Ratio
of the Borrower immediately prior to giving effect thereto; and any Refinancing
Indebtedness with respect to any such Indebtedness;


(xiii)         Indebtedness of the
Borrower or any Restricted Subsidiary Incurred as consideration in connection
with any acquisition of assets (including Capital Stock), business or Person,
or any merger or consolidation of any Person with or into the Borrower or any
Restricted Subsidiary, and any Refinancing Indebtedness with respect thereto,
in an aggregate principal amount at any time outstanding not exceeding $75.0
million; and


(xiv)        Indebtedness of the
Borrower or any Restricted Subsidiary in an aggregate principal amount at any
time outstanding not exceeding an amount equal to the greater of
$150.0 million and 11.25% of Consolidated Tangible Assets.


(c)           For
purposes of determining compliance with, and the outstanding principal amount
of any particular Indebtedness Incurred pursuant to and in compliance with,
this subsection 7.1, (i) any other obligation of the obligor on such
Indebtedness (or of any other Person who could have Incurred such Indebtedness
under this subsection 7.1) arising under any Guarantee, Lien or letter of
credit, bankers’ acceptance or other similar instrument or obligation supporting
such Indebtedness shall be disregarded to the extent that such Guarantee, Lien
or letter of credit, bankers’ acceptance or other similar instrument or
obligation secures the principal amount of such Indebtedness; (ii) in the
event that Indebtedness meets the criteria of more than one of the types of
Indebtedness described in subsection 7.1(b), the Borrower, in its sole
discretion, shall classify such item of Indebtedness and may include the amount
and type of such Indebtedness in one or more of such clauses (including in part
under one such clause and in part under another such clause), provided
that any Indebtedness Incurred pursuant to
clause (b)(iv) of this subsection 7.1 as limited by the proviso thereto,
or clause (b)(xiv) of this Section 7.1, shall, at the
Borrower’s election, cease to be deemed Incurred or outstanding for purposes of
such clause but shall be deemed Incurred for the purposes of
subsection 7.1(a) from and after the first date on which such Restricted
Subsidiary could have Incurred such



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Indebtedness under subsection 7.1(a) without reliance on such
clause; and (iii) the amount of Indebtedness issued at a price that is
less than the principal amount thereof shall be equal to the amount of the
liability in respect thereof determined in accordance with GAAP.


(d)           For
purposes of determining compliance with any Dollar-denominated restriction on
the Incurrence of Indebtedness denominated in a foreign currency, the Dollar-equivalent
principal amount of such Indebtedness Incurred pursuant thereto shall be calculated
based on the relevant currency exchange rate in effect on the date that such
Indebtedness was Incurred, in the case of term Indebtedness, or first
committed, in the case of revolving credit Indebtedness, provided that
(x) the Dollar-equivalent principal amount of any such Indebtedness
outstanding on the Closing Date shall be calculated based on the relevant
currency exchange rate in effect on the Closing Date, (y) if such
Indebtedness is Incurred to refinance other Indebtedness denominated in a
foreign currency (or in a different currency from such Indebtedness so being
Incurred), and such refinancing would cause the applicable Dollar-denominated
restriction to be exceeded if calculated at the relevant currency exchange rate
in effect on the date of such refinancing, such Dollar-denominated restriction
shall be deemed not to have been exceeded so long as the principal amount of
such refinancing Indebtedness does not exceed (i) the outstanding or
committed principal amount (whichever is higher) of such Indebtedness being
refinanced plus (ii) the aggregate amount of fees, underwriting
discounts, premiums and other costs and expenses incurred in connection with
such refinancing and (z) the Dollar-equivalent principal amount of
Indebtedness denominated in a foreign currency and Incurred pursuant to a
Senior Credit Facility shall be calculated based on the relevant currency
exchange rate in effect on, at the Borrower’s option, (i) the Closing
Date, (ii) any date on which any of the respective commitments under such
Senior Credit Facility shall be reallocated between or among facilities or
subfacilities thereunder, or on which such rate is otherwise calculated for any
purpose thereunder or (iii) the date of such Incurrence.  The principal amount of any Indebtedness
Incurred to refinance other Indebtedness, if Incurred in a different currency
from the Indebtedness being refinanced, shall be calculated based on the
currency exchange rate applicable to the currencies in which such respective
Indebtedness is denominated that is in effect on the date of such refinancing.


7.2           Limitation
on Liens.  The Borrower shall not,
and shall not permit any Restricted Subsidiary to, directly or indirectly,
create or permit to exist any Lien (other than Permitted Liens) on any of its
property or assets (including Capital Stock of any other Person), whether owned
on the date of this Agreement or thereafter acquired, securing any Indebtedness
(the “Initial Lien”), unless contemporaneously therewith effective
provision is made to secure the Senior Interim Loans and the Senior Interim
Loan Notes or, in respect of Liens on any Restricted Subsidiary’s property or
assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and
ratably with (or on a senior basis to, in the case of Subordinated Obligations
or Guarantor Subordinated Obligations) such obligation for so long as such
obligation is so secured by such Initial Lien. 
Any such Lien thereby created in favor of the Senior Interim Loans and
the Senior Interim Loan Notes or any such Subsidiary Guarantee will be
automatically and unconditionally released and discharged upon (i) the
release and discharge of the Initial Lien to which it relates, (ii) in
the case of any such Lien in favor of any such Subsidiary Guarantee, upon the
termination and discharge of such Subsidiary Guarantee in accordance with the
terms of subsection 6.3 or (iii) any sale, exchange or transfer (other than a transfer
constituting a transfer of all or substantially all of the assets of the Borrower
that is



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governed by subsection 7.3) to any Person not an Affiliate of the
Borrower of the property or assets secured by such Initial Lien, or of all of
the Capital Stock held by the Borrower or any Restricted Subsidiary in, or all
or substantially all the assets of, any Restricted Subsidiary creating such
Initial Lien.


7.3           Limitation
on Fundamental Changes.


(a)           The
Borrower will not consolidate with or merge with or into, or convey, transfer
or lease all or substantially all its assets to, any Person, unless:


(i)            the resulting,
surviving or transferee Person (the “Successor Company”) will be a
Person organized and existing under the laws of the United States of America,
any State thereof or the District of Columbia and the Successor Company (if not
the Borrower) will expressly assume all the obligations of the Borrower under
this Agreement by executing and delivering to the Administrative Agent a
joinder or one or more other documents or instruments in form reasonably
satisfactory to the Administrative Agent;


(ii)           immediately after
giving effect to such transaction (and treating any Indebtedness that becomes
an obligation of the Successor Company or any Restricted Subsidiary as a result
of such transaction as having been Incurred by the Successor Company or such
Restricted Subsidiary at the time of such transaction), no Default will have occurred
and be continuing;


(iii)          immediately after
giving effect to such transaction, either (A) the Borrower (or, if
applicable, the Successor Company with respect thereto) could Incur at least
$1.00 of additional Indebtedness pursuant to subsection 7.1(a), or
(B) the Consolidated Coverage Ratio of the Borrower (or, if applicable,
the Successor Company with respect thereto) would equal or exceed the
Consolidated Coverage Ratio of the Borrower immediately prior to giving effect
to such transaction;


(iv)          each Subsidiary
Guarantor (other than (x) any Subsidiary Guarantor that will be released
from its obligations under its Subsidiary Guarantee in connection with such
transaction and (y) any party to any such consolidation or merger) shall
have delivered a joinder or other document or instrument in form reasonably
satisfactory to the Administrative Agent, confirming its Subsidiary Guarantee
(other than any Subsidiary Guarantee that will be discharged or terminated in
connection with such transaction); and


(v)           the Borrower will
have delivered to the Administrative Agent a certificate signed by a
Responsible Officer and a legal opinion, each to the effect that such consolidation,
merger or transfer complies with the provisions described in this paragraph, provided
that (x) in giving such opinion such counsel may rely on such certificate
of such Responsible Officer as to compliance with the foregoing
clauses (ii) and (iii) of subsection 7.3(a) and as to any matters of
fact, and (y) no such legal opinion will be required for a consolidation,
merger or transfer described in clause (d) of this subsection 7.3.



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(b)           Any
Indebtedness that becomes an obligation of the Successor Company or any
Restricted Subsidiary (or that is deemed to be Incurred by any Restricted
Subsidiary that becomes a Restricted Subsidiary) as a result of any such
transaction undertaken in compliance with this subsection 7.3, and any
Refinancing Indebtedness with respect thereto, shall be deemed to have been
Incurred in compliance with subsection 7.1.


(c)           Upon
any transaction involving the Borrower in accordance with subsection 7.3(a) in
which the Borrower is not the Successor Company, the Successor Company will
succeed to, and be substituted for, and may exercise every right and power of,
the Borrower under this Agreement, and thereafter the predecessor Borrower
shall be relieved of all obligations and covenants under this Agreement, except
that the predecessor Borrower in the case of a lease of all or substantially
all its assets will not be released from the obligation to pay the principal of
and interest on the Loans.


(d)           Clauses
(ii) and (iii) of subsection 7.3(a) will not apply to any transaction in
which the Borrower consolidates or merges with or into or transfers all or
substantially all its properties and assets to (x) an Affiliate
incorporated or organized for the purpose of reincorporating or reorganizing
the Borrower in another jurisdiction or changing its legal structure to a
corporation or other entity or (y) a Restricted Subsidiary of the Borrower
so long as all assets of the Borrower and the Restricted Subsidiaries
immediately prior to such transaction (other than Capital Stock of such Restricted
Subsidiary) are owned by such Restricted Subsidiary and its Restricted
Subsidiaries immediately after the consummation thereof.  Subsection 7.3(a) will not apply to
(1) any transaction in which any Restricted Subsidiary consolidates with,
merges into or transfers all or part of its assets to the Borrower or
(2) the Transactions.


7.4           Limitation
on Asset Dispositions; Proceeds from Asset Dispositions.


(a)           The
Borrower will not, and will not permit any Restricted Subsidiary to, make any
Asset Disposition unless:


(i)            the Borrower or
such Restricted Subsidiary receives consideration (including by way of relief
from, or by any other Person assuming responsibility for, any liabilities,
contingent or otherwise) at the time of such Asset Disposition at least equal
to the fair market value of the shares and assets subject to such Asset
Disposition, as such fair market value shall be determined in good faith by the
Borrower, which determination shall be conclusive (including as to the value of
all non-cash consideration),


(ii)           in the case of any
Asset Disposition (or series of related Asset Dispositions) having a fair
market value of $25.0 million or more, at least 75% of the consideration
therefor (excluding, in the case of an Asset Disposition (or series of related
Asset Dispositions), any consideration by way of relief from, or by any other
Person assuming responsibility for, any liabilities, contingent or otherwise,
that are not Indebtedness) received by the Borrower or such Restricted
Subsidiary is in the form of cash, and



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(iii)          to the extent
required by subsection 7.4(b), an amount equal to 100% of the Net
Available Cash from such Asset Disposition is applied by the Borrower (or any
Restricted Subsidiary, as the case may be) as provided in such subsection.


(b)           In
the event that, on or after the Closing Date, the Borrower or any Restricted
Subsidiary shall make an Asset Disposition, an amount equal to 100% of the Net
Available Cash from such Asset Disposition shall be applied by the Borrower (or
any Restricted Subsidiary, as the case may be) as follows:


(i)            first, either (x) to
the extent the Borrower elects (or is required by the terms of any Bank
Indebtedness, any Senior Indebtedness of the Borrower or any Subsidiary
Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor), to
prepay, repay or purchase any
such Indebtedness or (in the case of letters of credit, bankers’ acceptances or
other similar instruments) cash collateralize any such Indebtedness (in each
case other than Indebtedness owed to the Borrower or a Restricted Subsidiary)
within 450 days after the later of the date of such Asset Disposition and the
date of receipt of such Net Available Cash, or (y) to the extent the
Borrower or such Restricted Subsidiary elects, to invest in Additional Assets
(including by means of an investment in Additional Assets by a Restricted
Subsidiary with an amount equal to Net Available Cash received by the Borrower
or another Restricted Subsidiary) within 450 days from the later of the date of
such Asset Disposition and the date of receipt of such Net Available Cash, or,
if such investment in Additional Assets is a project authorized by the Board of
Directors that will take longer than such 450 days to complete, the period of
time necessary to complete such project;


(ii)           second, to
the extent of the balance of such Net Available Cash after application in
accordance with clause (i) above (such balance, the “Excess Proceeds”),
toward the prepayment of the Senior Interim Loans and (to the extent required
by the terms thereof) other Senior Indebtedness on a pro rata basis with the
Senior Interim Loans in accordance with subsection 3.4(b) (and subject to
subsection 3.4(e)), and the agreements or instruments governing such other
Senior Indebtedness; and


(iii)          third, to
the extent of the balance of such Net Available Cash after application in
accordance with clauses (i) and (ii) above (including without limitation
an amount equal to the amount of any prepayment otherwise contemplated by
clause (ii) above in connection with such Asset Disposition that is
declined by any Lender), to fund (to the extent consistent with any other
applicable provision of this Agreement) any general corporate purpose
(including but not limited to the repurchase, repayment or other acquisition or
retirement of any Subordinated Obligations);


provided, however, that
in connection with any prepayment, repayment or purchase of Indebtedness
pursuant to clause (i)(x) or (ii) above, the Borrower or such Restricted
Subsidiary will retire such Indebtedness and will cause the related loan
commitment (if any) to be permanently reduced in an amount equal to the
principal amount so prepaid, repaid or purchased.


(c)           Notwithstanding
the foregoing provisions of this subsection 7.4, the Borrower and the Restricted
Subsidiaries shall not be required to apply any Net Available Cash



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or equivalent amount in accordance with this subsection 7.4 except to
the extent that the aggregate Net Available Cash from all Asset Dispositions or
equivalent amount that is not applied in accordance with this subsection 7.4
exceeds $50.0 million.  If the
aggregate principal amount of Senior Interim Loans and other Senior
Indebtedness of the Borrower or a Restricted Subsidiary subject to purchase,
redemption or repayment pursuant to clause (b)(ii) above exceeds the
Excess Proceeds, the Excess Proceeds will be apportioned between such Senior
Interim Loans and such other Indebtedness of the Borrower or a Restricted
Subsidiary, with the portion of the Excess Proceeds payable in respect of such
Senior Interim Loans to equal the lesser of (x) the Excess Proceeds amount
multiplied by a fraction, the numerator of which is the outstanding principal
amount of such Senior Interim Loans and the denominator of which is the sum of
the outstanding principal amount of the Senior Interim Loans and the
outstanding principal amount of the relevant other Indebtedness of the Borrower
or a Restricted Subsidiary, and (y) the aggregate principal amount of
Senior Interim Loans.


(d)           For
the purposes of subsection 7.4(a)(ii), the following are deemed to be
cash:  (i) Temporary Cash
Investments and Cash Equivalents, (ii) the assumption of Indebtedness of
the Borrower (other than Disqualified Stock of the Borrower) or any Restricted
Subsidiary and the release of the Borrower or such Restricted Subsidiary from
all liability on payment of the principal amount of such Indebtedness in
connection with such Asset Disposition, (iii) Indebtedness of any
Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of
such Asset Disposition, to the extent that the Borrower and each other
Restricted Subsidiary are released from any Guarantee of payment of the
principal amount of such Indebtedness in connection with such Asset
Disposition, (iv) securities received by the Borrower or any Restricted
Subsidiary from the transferee that are converted by the Borrower or such
Restricted Subsidiary into cash within 180 days, (v) consideration
consisting of Indebtedness of the Borrower or any Restricted Subsidiary, (vi) Additional
Assets and (vii) any Designated Noncash Consideration received by the
Borrower or any of its Restricted Subsidiaries in an Asset Disposition having
an aggregate Fair Market Value, taken together with all other Designated
Noncash Consideration received pursuant to this clause, not to exceed an
aggregate amount at any time outstanding equal to the greater of
$125.0 million and 10.0% of Consolidated Tangible Assets (with the Fair
Market Value of each item of Designated Noncash Consideration being measured at
the time received and without giving effect to subsequent changes in value).


(e)           The Borrower will comply, to the extent
applicable, with the requirements of Section 14(e) of the Exchange Act and
any other securities laws or regulations in connection with the repurchase of
Indebtedness pursuant to this subsection 7.4 or subsection 3.4(c).  To the extent that the provisions of any
securities laws or regulations conflict with provisions of this subsection 7.4
or subsection 3.4(c), the Borrower will comply with the applicable securities
laws and regulations and will not be deemed to have breached its obligations
under this subsection 7.4 or subsection 3.4(c) by virtue thereof.


7.5           Limitation
on Dividends and Other Restricted Payments.


(a)           The
Borrower shall not, and shall not permit any Restricted Subsidiary to, directly
or indirectly, (i) declare or pay any dividend or make any distribution on
or in respect of its Capital Stock (including any such payment in connection
with any merger or consolidation to which the Borrower is a party) except
(x) dividends or distributions payable solely in its Capital



 84
 









Stock (other than Disqualified Stock) and (y) dividends or
distributions payable to the Borrower or any Restricted Subsidiary (and, in the
case of any such Restricted Subsidiary making such dividend or distribution, to
other holders of its Capital Stock on no more than a pro rata basis, measured
by value), (ii) purchase, redeem, retire or otherwise acquire for value
any Capital Stock of the Borrower held by Persons other than the Borrower or a
Restricted Subsidiary (other than any acquisition of Capital Stock deemed to
occur upon the exercise of options if such Capital Stock represents a portion
of the exercise price thereof), (iii) voluntarily purchase, repurchase,
redeem, defease or otherwise voluntarily acquire or retire for value, prior to
scheduled maturity, scheduled repayment or scheduled sinking fund payment, any
Continuing Notes or Subordinated Obligations (other than a purchase, repurchase,
redemption, defeasance or other acquisition or retirement for value in
anticipation of satisfying a sinking fund obligation, principal installment or
final maturity, in each case due within one year of the date of such
acquisition or retirement) or (iv) make any Investment (other than a
Permitted Investment) in any Person (any such dividend, distribution, purchase,
repurchase, redemption, defeasance, other acquisition or retirement or
Investment being herein referred to as a “Restricted Payment”), if at
the time the Borrower or such Restricted Subsidiary makes such Restricted
Payment and after giving effect thereto:


(i)            a Default shall
have occurred and be continuing (or would result therefrom);


(ii)           the Borrower could
not Incur at least an additional $1.00 of Indebtedness pursuant to subsection 7.1(a);
or


(iii)          the aggregate
amount of such Restricted Payment and all other Restricted Payments (the amount
so expended, if other than in cash, to be as determined in good faith by the
Board of Directors, whose determination shall be conclusive and evidenced by a
resolution of the Board of Directors) declared or made subsequent to the
Closing Date and then outstanding would exceed, without duplication, the sum
of:


(A)          50%
of the Consolidated Net Income accrued during the period (treated as one
accounting period) beginning on April 1, 2007 to the end of the most
recent fiscal quarter ending prior to the date of such Restricted Payment for
which consolidated financial statements of the Borrower are available (or, in
case such Consolidated Net Income shall be a negative number, 100% of such
negative number);


(B)           the
aggregate Net Cash Proceeds and the fair value (as determined in good faith by
the Borrower) of property or assets received (x) by the Borrower as
capital contributions to the Borrower after the Closing Date or from the issuance
or sale (other than to a Restricted Subsidiary) of its Capital Stock (other
than Disqualified Stock or Designated Preferred Stock) after the Closing Date
(other than Excluded Contributions and Contribution Amounts) or (y) by the
Borrower or any Restricted Subsidiary from the issuance and sale by the
Borrower or any Restricted Subsidiary after the Closing Date of Indebtedness
that shall have been converted into or exchanged for Capital Stock of the
Borrower (other than Disqualified Stock or Designated Preferred Stock) or any
Parent, plus



 85
 









the amount of any cash and the fair value (as determined in good faith
by the Borrower) of any property or assets, received by the Borrower or any
Restricted Subsidiary upon such conversion or exchange;


(C)           (i) the
aggregate amount of cash and the fair value (as determined in good faith by the
Borrower) of any property or assets received from dividends, distributions,
interest payments, return of capital, repayments of Investments or other
transfers of assets to the Borrower or any Restricted Subsidiary from any
Unrestricted Subsidiary, including dividends or other distributions related to
dividends or other distributions made pursuant to subsection 7.5(b) (x), plus (ii) the aggregate amount resulting from the redesignation of
any Unrestricted Subsidiary as a Restricted Subsidiary (valued in each case as
provided in the definition of “Investment”); and


(D)          in
the case of any disposition or repayment of any Investment constituting a
Restricted Payment (without duplication of any amount deducted in calculating
the amount of Investments at any time outstanding included in the amount of
Restricted Payments), the aggregate amount of cash and the fair value (as
determined in good faith by the Borrower) of any property or assets received by
the Borrower or a Restricted Subsidiary with respect to all such dispositions
and repayments.


(b)           The
provisions of subsection 7.5(a) will not prohibit any of the following
(each, a “Permitted Payment”):


(i)            (x) any
purchase, redemption, repurchase, defeasance or other acquisition or retirement
of Capital Stock of the Borrower (“Treasury Capital Stock”), Continuing
Notes or Subordinated Obligations made by exchange (including any such exchange
pursuant to the exercise of a conversion right or privilege in connection with
which cash is paid in lieu of the issuance of fractional shares) for, or out of
the proceeds of the substantially concurrent issuance or sale of, Capital Stock
of the Borrower (other than Disqualified Stock and other than Capital Stock
issued or sold to a Subsidiary) (“Refunding Capital Stock”) or a
substantially concurrent capital contribution to the Borrower, in each case
other than Excluded Contributions and Contribution Amounts; provided
that the Net Cash Proceeds from such issuance, sale or capital contribution
shall be excluded in subsequent calculations under subsection 7.5(a)(iii)(B)
above and (y) if immediately prior to such acquisition or retirement of
such Treasury Capital Stock, dividends thereon were permitted pursuant to subsection 7.5(b)(xi),
dividends on such Refunding Capital Stock in an aggregate amount per annum not
exceeding the aggregate amount per annum of dividends so permitted on such Treasury
Capital Stock;


(ii)           any purchase,
redemption, repurchase, defeasance or other acquisition or retirement of
Continuing Notes or Subordinated Obligations (w) made by exchange for, or
out of the proceeds of the substantially concurrent issuance or sale of,
Indebtedness of the Borrower (other than with respect to the Continuing Notes)
or Refinancing Indebtedness Incurred in compliance with subsection 7.1,
(x) from amounts as contemplated by subsections 3.4(c) and
7.4(b)(iii), (y) following the occurrence of a



 86
 









Change of
Control (or other similar event described therein as a “change of control”) but
only if Borrower shall have made all payments contemplated in the last
paragraph of Section 8, or (z) constituting Acquired Indebtedness;


(iii)          any dividend paid
within 60 days after the date of declaration thereof if at such date of
declaration such dividend would have complied with subsection 7.5(a);


(iv)          Investments or other
Restricted Payments in an aggregate amount outstanding at any time not to
exceed the amount of Excluded Contributions;


(v)           loans, advances,
dividends or distributions by the Borrower to any Parent to permit any Parent
to repurchase or otherwise acquire its Capital Stock (including any options,
warrants or other rights in respect thereof), or payments by the Borrower to repurchase
or otherwise acquire Capital Stock of any Parent or the Borrower (including any
options, warrants or other rights in respect thereof), in each case from
Management Investors, such payments, loans, advances, dividends or distributions
not to exceed an amount (net of repayments of any such loans or advances) equal
to (x) (1) $30.0 million, plus
(2) $10.0 million multiplied by the number of calendar years that
have commenced since the Closing Date, plus (y) the Net Cash
Proceeds received by the Borrower since the Closing Date from, or as a capital
contribution from, the issuance or sale to Management Investors of Capital
Stock (including any options, warrants or other rights in respect thereof), to
the extent such Net Cash Proceeds are not included in any calculation under
subsection 7.5(a)(iii)(B)(x), plus (z) the cash proceeds of
key man life insurance policies received by the Borrower or any Restricted
Subsidiary (or by any Parent and contributed to the Borrower) since the Closing
Date to the extent such cash proceeds are not included in any calculation under
subsection 7.5(a)(iii)(A), provided
that any cancellation of Indebtedness owing to the Borrower or any Restricted
Subsidiary by any Management Investor in connection with any repurchase or
other acquisition of Capital Stock (including any options, warrants or other
rights in respect thereof) from any Management Investor shall not constitute a
Restricted Payment for purposes of this subsection 7.5 or any other provision
of this Agreement;


(vi)          the payment by the
Borrower of, or loans, advances, dividends or distributions by the Borrower to
any Parent to pay, dividends on the common stock or equity of the Borrower or
any Parent following a public offering of such common stock or equity in an
amount not to exceed in any fiscal year 6% of the aggregate gross proceeds
received by the Borrower (whether directly, or indirectly through a
contribution to common equity capital) in or from such public offering;


(vii)         Restricted Payments
(including loans or advances) in an aggregate amount outstanding at any time
not to exceed an amount (net of repayments of any such loans or advances) equal
to the greater of $50.0 million and 3.75% of Consolidated Tangible Assets;


(viii)        loans, advances, dividends
or distributions to any Parent or other payments by the Borrower or any
Restricted Subsidiary (A) to satisfy or permit any Parent to satisfy
obligations under the Management Agreements, (B) pursuant to the Tax
Sharing



 87
 









Agreement, or
(C) to pay or permit any Parent to pay any Parent Expenses or any Related
Taxes;


(ix)           payments by the
Borrower, or loans, advances, dividends or distributions by the Borrower to any
Parent to make payments, to holders of Capital Stock of the Borrower or any
Parent in lieu of issuance of fractional shares of such Capital Stock, not to
exceed $5.0 million in the aggregate outstanding at any time;


(x)            dividends or other
distributions of Capital Stock, Indebtedness or other securities of
Unrestricted Subsidiaries;


(xi)           (A) dividends on any Designated
Preferred Stock of the Borrower issued after the Closing Date, provided that at the time of such
issuance and after giving effect thereto on a pro forma basis, the Consolidated Coverage Ratio would be at
least 2.00:1.00, or (B) any
dividend on Refunding Capital Stock that is Preferred Stock in excess of the
amount of dividends thereon permitted by subsection 7.5(b)(i), provided that at the time of the
declaration of such dividend and after giving effect thereto on a pro forma basis, the Consolidated
Coverage Ratio would be at least 2.00:1.00, or (C) loans, advances, dividends or distributions to any
Parent to permit dividends on any Designated Preferred Stock of any Parent
issued after the Closing Date, in an amount (net of repayments of any such
loans or advances) not exceeding the aggregate cash proceeds received by the Borrower
from the issuance or sale of such Designated Preferred Stock of such Parent;


(xii)          Investments in
Unrestricted Subsidiaries in an aggregate amount outstanding at any time not
exceeding the greater of $50.0 million and 5.0% of Consolidated Tangible Assets;


(xiii)         distributions or
payments of Special Purpose Financing Fees;


(xiv)        any Restricted
Payment pursuant to or in connection with the Transactions; and


(xv)         dividends to holders
of any class or series of Disqualified Stock, or of any Preferred Stock of a
Restricted Subsidiary, Incurred in accordance with the terms of subsection 7.1;


provided that (A) in the case
of subsections 7.5(b)(i)(y), (iii), (vi), (ix) and (xi)(B), the net amount
of any such Permitted Payment shall be included in subsequent calculations of
the amount of Restricted Payments, (B) in all cases other than pursuant to
clause (A) immediately above, the net amount of any such Permitted Payment
shall be excluded in subsequent calculations of the amount of Restricted
Payments and (C) solely with respect to subsection 7.5(b)(vii), no
Default or Event of Default shall have occurred or be continuing at the time of
any such Permitted Payment after giving effect thereto.


Notwithstanding the foregoing provisions of this
subsection 7.5, the Borrower will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, pay any cash dividend or
make any cash distribution on or in respect of the Borrower’s Capital Stock or



 88
 









purchase for cash or otherwise acquire for cash any
Capital Stock of the Borrower or any Parent, for the purpose of paying any cash
dividend or making any cash distribution to, or acquiring Capital Stock of the
Borrower or any Parent for cash from, the Investors, or Guarantee any
Indebtedness of any Affiliate of the Borrower for the purpose of paying such
dividend, making such distribution or so acquiring such Capital Stock to or
from the Investors, in each case by means of utilization of the cumulative
Restricted Payment credit provided by subsection 7.5(a)(iii), or the exceptions
provided by clause (iii), (vii), (x) or (xii) of subsection 7.5(b) or clause
(xv) or (xviii) of the definition of “Permitted Investments,” unless at the
time and after giving effect to such payment, (x) the Consolidated Total
Leverage Ratio of the Borrower would have been equal to or less than 6.0 to
1.0, (y) the Borrower shall have made a cash interest election with respect to
the Senior Interim Loans and (z) such payment is otherwise in compliance with
this subsection 7.5.


7.6           Limitation
on Transactions with Affiliates.


(a)           The
Borrower will not, and will not permit any Restricted Subsidiary to, directly
or indirectly, enter into or conduct any transaction or series of related
transactions (including the purchase, sale, lease or exchange of any property
or the rendering of any service) with any Affiliate of the Borrower (an “Affiliate
Transaction”) involving aggregate consideration in excess of
$10.0 million unless (i) the terms of such Affiliate Transaction are
not materially less favorable to the Borrower or such Restricted Subsidiary, as
the case may be, than those that could be obtained at the time in a transaction
with a Person who is not such an Affiliate and (ii) if such Affiliate
Transaction involves aggregate consideration in excess of $40.0 million,
the terms of such Affiliate Transaction have been approved by a majority of the
Board of Directors.  For purposes of this
paragraph, any Affiliate Transaction shall be deemed to have satisfied the requirements
set forth in this subsection 7.6(a) if (x) such Affiliate Transaction
is approved by a majority of the Disinterested Directors or (y) in the
event there are no Disinterested Directors, a fairness opinion is provided by a
nationally recognized appraisal or investment banking firm with respect to such
Affiliate Transaction.


(b)           The
provisions of subsection 7.6(a) will not apply to:


(i)            any Restricted
Payment Transaction,


(ii)           (1) the entering
into, maintaining or performance of any employment or consulting contract,
collective bargaining agreement, benefit plan, program or arrangement, related
trust agreement or any other similar arrangement for or with any current or
former employee, officer, director or consultant of or to the Borrower, any
Restricted Subsidiary or any Parent heretofore or hereafter entered into in the
ordinary course of business, including vacation, health, insurance, deferred
compensation, severance, retirement, savings or other similar plans, programs
or arrangements, (2) payments, compensation, performance of
indemnification or contribution obligations, the making or cancellation of
loans, or any issuance, grant or award of stock, options, other equity-related
interests or other securities, to any such employees, officers, directors or
consultants in the ordinary course of business, (3) the payment of
reasonable fees to directors of the Borrower or any of its Subsidiaries or any
Parent (as determined in good faith by the Borrower or such Subsidiary),
(4) any transaction with an officer or director



 89
 









of the Borrower
or any of its Subsidiaries or any Parent in the ordinary course of business not
involving more than $100,000 in any one case, or (5) Management Advances
and payments in respect thereof (or in reimbursement of any expenses referred
to in the definition of such term),


(iii)          any transaction
between or among any of the Borrower, one or more Restricted Subsidiaries,
and/or one or more Special Purpose Entities,


(iv)          any transaction
arising out of agreements or instruments in existence on the Closing Date
(other than any Tax Sharing Agreement or Management Agreement referred to in subsection 7.6(b)(vii)),
and any payments made pursuant thereto,


(v)           any transaction in
the ordinary course of business on terms that are fair to the Borrower and its
Restricted Subsidiaries in the reasonable determination of the Board of
Directors or senior management of the Borrower, or are not materially less
favorable to the Borrower or the relevant Restricted Subsidiary than those that
could be obtained at the time in a transaction with a Person who is not an
Affiliate of the Borrower,


(vi)          any transaction in
the ordinary course of business, or approved by a majority of the Board of Directors,
between the Borrower or any Restricted Subsidiary and any Affiliate of the
Borrower controlled by the Borrower that is a joint venture or similar entity,


(vii)         (1) the
execution, delivery and performance of any Tax Sharing Agreement and any
Management Agreements, and (2) payments to CD&R or any of its
Affiliates (w) of fees of up to $55.0 million in the aggregate, plus
out-of-pocket expenses, in connection with the Transactions, (x) for any
management consulting, financial advisory, financing, underwriting or placement
services or in respect of other investment banking activities, of up to $7.5
million in any fiscal year (or such other amount as may be approved by a
majority of the Disinterested Directors), (y) in connection with any
acquisition, disposition, merger, recapitalization or similar transactions,
which payments are made pursuant to the Management Agreements or are approved
by a majority of the Board of Directors in good faith, and (z) of all
out-of-pocket expenses incurred in connection with such services or activities,


(viii)        the Transactions,
all transactions in connection therewith (including but not limited to the
financing thereof), and all fees and expenses paid or payable in connection
with the Transactions,


(ix)           any issuance or
sale of Capital Stock (other than Disqualified Stock) of the Borrower or any
capital contribution to the Borrower, and


(x)            any investment by
any Investor in securities of the Borrower or any of its Restricted
Subsidiaries so long as (i) such securities are being offered generally to
other investors on the same or more favorable terms and (ii) such
investment by all Investors constitutes less than 5% of the proposed or
outstanding issue amount of such class of securities.



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7.7           Limitation on
Restrictions on Distributions from Restricted Subsidiaries.  The
Borrower will not, and will not permit any Restricted Subsidiary to, create or
otherwise cause to exist or become effective any consensual encumbrance or
restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other
distributions on its Capital Stock or pay any Indebtedness or other obligations
owed to the Borrower, (ii) make
any loans or advances to the Borrower or (iii) transfer any of its property or assets to the Borrower (provided that dividend or
liquidation priority between classes of Capital Stock, or subordination of any
obligation (including the application of any remedy bars thereto) to any other
obligation, will not be deemed to constitute such an encumbrance or restriction),
except any encumbrance or restriction:


(i)            pursuant
to an agreement or instrument in effect at or entered into on the Closing Date,
any Credit Facility or any Required Interim Loan Refinancing;


(ii)           pursuant
to any agreement or instrument of a Person, or relating to Indebtedness or
Capital Stock of a Person, which Person is acquired by or merged or
consolidated with or into the Borrower or any Restricted Subsidiary, or which
agreement or instrument is assumed by the Borrower or any Restricted Subsidiary
in connection with an acquisition of assets from such Person, as in effect at
the time of such acquisition, merger or consolidation (except to the extent
that such Indebtedness was incurred to finance, or otherwise in connection
with, such acquisition, merger or consolidation); provided that for purposes of this clause (ii), if a
Person other than the Borrower is the Successor Company with respect thereto,
any Subsidiary thereof or agreement or instrument of such Person or any such
Subsidiary shall be deemed acquired or assumed, as the case may be, by the
Borrower or a Restricted Subsidiary, as the case may be, when such Person
becomes such Successor Company;


(iii)          pursuant
to an agreement or instrument (a “Refinancing Agreement”) effecting a
refinancing of Indebtedness Incurred pursuant to, or that otherwise extends,
renews, refunds, refinances or replaces, an agreement or instrument referred to
in clause (i) or (ii) of this subsection 7.7 or this
clause (iii) (an “Initial Agreement”) or contained in any amendment,
supplement or other modification to an Initial Agreement (an “Amendment”);
provided, however, that the encumbrances and
restrictions contained in any such Refinancing Agreement or Amendment taken as
a whole are not materially less favorable to the Lenders than encumbrances and
restrictions contained in the Initial Agreement or Initial Agreements to which
such Refinancing Agreement or Amendment relates (as determined in good faith by
the Borrower);


(iv)          (A) that restricts in a customary
manner the subletting, assignment or transfer of any property or asset that is
subject to a lease, license or similar contract, or the assignment or transfer
of any lease, license or other contract, (B) by virtue of any transfer of, agreement to transfer,
option or right with respect to, or Lien on, any property or assets of the
Borrower or any Restricted Subsidiary not otherwise prohibited by this
Agreement, (C) contained
in mortgages, pledges or other security agreements securing Indebtedness of a
Restricted Subsidiary to the extent restricting the transfer of the property or
assets subject thereto, (D) pursuant
to customary provisions restricting dispositions of real property interests set
forth in any reciprocal easement agreements of



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the Borrower
or any Restricted Subsidiary, (E) pursuant
to Purchase Money Obligations that impose encumbrances or restrictions on the
property or assets so acquired, (F) on
cash or other deposits or net worth imposed by customers or suppliers under
agreements entered into in the ordinary course of business, (G) pursuant to customary
provisions contained in agreements and instruments entered into in the ordinary
course of business (including but not limited to leases and licenses) or in
joint venture and other similar agreements, (H) that arises or is agreed to in the ordinary course of
business and does not detract from the value of property or assets of the
Borrower or any Restricted Subsidiary in any manner material to the Borrower or
such Restricted Subsidiary, or (I) pursuant
to Hedging Obligations;


(v)           with
respect to a Restricted Subsidiary (or any of its property or assets) imposed
pursuant to an agreement entered into for the direct or indirect sale or
disposition of all or substantially all the Capital Stock or assets of such Restricted
Subsidiary (or the property or assets that are subject to such restriction)
pending the closing of such sale or disposition;


(vi)          by
reason of any applicable law, rule, regulation or order, or required by any
regulatory authority having jurisdiction over the Borrower or any Restricted
Subsidiary or any of their businesses, including any such law, rule,
regulation, order or requirement applicable in connection with such Restricted
Subsidiary’s status (or the status of any Subsidiary of such Restricted
Subsidiary) as a Captive Insurance Subsidiary or Home Warranty Subsidiary; or


(vii)         pursuant
to an agreement or instrument (A) relating
to any Indebtedness permitted to be Incurred subsequent to the Closing Date
pursuant to the provisions of subsection 7.1, (i) if the encumbrances and restrictions contained in any
such agreement or instrument taken as a whole are not materially less favorable
to the Lenders than the encumbrances and restrictions contained in the Initial
Agreements (as determined in good faith by the Borrower), or (ii) if such encumbrance or
restriction is not materially more disadvantageous to the Lenders than is
customary in comparable financings (as determined in good faith by the
Borrower) and either (x) the
Borrower determines in good faith that such encumbrance or restriction will not
materially affect the Borrower’s ability to make principal or interest payments
on the Loans or (y) such
encumbrance or restriction applies only if a default occurs in respect of a
payment or financial covenant relating to such Indebtedness, (B) relating to any sale of
receivables by or Indebtedness of a Foreign Subsidiary or (C) relating to Indebtedness of
or a Financing Disposition by or to or in favor of any Special Purpose Entity.


SECTION 8               EVENTS
OF DEFAULT.


An “Event of Default” means the occurrence of
the following:


(a)           a default in any
payment of interest on any Senior Interim Loan when due, continued for a period
of 30 days;



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(b)           a default in the
payment of principal of any Senior Interim Loan when due, whether at the Senior
Interim Loan Maturity Date, upon optional redemption, upon required repurchase,
upon declaration of acceleration or otherwise;


(c)           the failure by the
Borrower to comply with its obligations under subsection 7.3(a);


(d)           the failure by the
Borrower to comply for 60 days after the notice specified in the penultimate
paragraph of this Section 8 with any of its other agreements contained in this
Agreement or any Senior Interim Loan Note;


(e)           the failure by any
Subsidiary Guarantor to comply for 45 days after the notice specified in the
penultimate paragraph of this Section 8 with any of its obligations under its
Subsidiary Guarantee;


(f)            the failure by the
Borrower or any Restricted Subsidiary to pay any Indebtedness for borrowed money
(other than Indebtedness owed to the Borrower or any Restricted Subsidiary)
within any applicable grace period after final maturity or the acceleration of
any such Indebtedness by the holders thereof because of a default, if the total
amount of such Indebtedness so unpaid or accelerated exceeds $50.0 million
or its foreign currency equivalent; provided, that no
Default or Event of Default will be deemed to occur with respect to any such
Indebtedness that is paid or otherwise acquired or retired (or for which such
failure to pay or acceleration is waived or rescinded) within 20 Business Days
after such failure to pay or such acceleration;


(g)           the taking of any of
the following actions by the Borrower or a Significant Subsidiary, pursuant to
or within the meaning of any Bankruptcy Law:


(i)            the commencement of a voluntary
case;


(ii)           the consent to the entry of an order
for relief against it in an involuntary case;


(iii)          the consent to the appointment of a
Custodian of it or for any substantial part of its property; or


(iv)          the making of a general assignment for
the benefit of its creditors;


(h)           a court of competent
jurisdiction enters an order or decree under any Bankruptcy Law that:


(i)            is for relief against the Borrower
or any Significant Subsidiary in an involuntary case;


(ii)           appoints a Custodian of the Borrower
or any Significant Subsidiary or for any substantial part of its property; or



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(iii)          orders the winding up or liquidation
of the Borrower or any Significant Subsidiary;


and the order or decree remains unstayed and in effect
for 60 days;


(i)            (i) Any Person
shall engage in any “prohibited transaction” (as defined in Section 406 of
ERISA or Section 4975 of the Code) involving any Plan, or (ii) any “accumulated
funding deficiency” (as defined in Section 302 of ERISA) or, on and after the
effectiveness of the Pension Act, any failure by any Plan to satisfy the “minimum
funding standard” (as defined in Section 412 of the Code or Section 302 of
ERISA) applicable to such Plan, whether or not waived, shall exist with respect
to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the
assets of either of the Borrower or any Commonly Controlled Entity, or
(iii) a Reportable Event shall occur with respect to, or proceedings shall
commence to have a trustee appointed, or a trustee shall be appointed, to
administer or to terminate, any Single Employer Plan, which Reportable Event or
commencement of proceedings or appointment of a trustee is in the reasonable
opinion of the Administrative Agent likely to result in the termination of such
Plan for purposes of Title IV of ERISA, or (iv) any Single Employer Plan shall
terminate for purposes of Title IV of ERISA other than a standard termination
pursuant to Section 4041(b) of ERISA, or (v) either of the Borrower or any
Commonly Controlled Entity shall, or in the reasonable opinion of the Administrative
Agent is reasonably likely to, incur any liability in connection with a
withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan,
or (vi) any other event or condition shall occur or exist with respect to a
Plan; and in each case in clauses (i) through (vi) above, such event or
condition, together with all other such events or conditions, if any, would be
reasonably expected to result in a Material Adverse Effect;


(j)            the rendering of
any judgment or decree for the payment of money in an amount (net of any
insurance or indemnity payments actually received in respect thereof prior to
or within 90 days from the entry thereof, or to be received in respect thereof
in the event any appeal thereof shall be unsuccessful) in excess of
$50.0 million or its foreign currency equivalent against the Borrower or a
Significant Subsidiary, that is not discharged, or bonded or insured by a third
Person, if such judgment or decree remains outstanding for a period of 90 days
following such judgment or decree and is not discharged, waived or stayed;


(k)           the failure of any
Subsidiary Guarantee by a Subsidiary Guarantor that is a Significant Subsidiary
to be in full force and effect (except as contemplated by the terms thereof or
of this Agreement) or the denial or disaffirmation in writing by any Subsidiary
Guarantor that is a Significant Subsidiary of its obligations under this
Agreement or its Subsidiary Guarantee, if such Default continues for 10 days;
or


(l)            A Change of Control
shall have occurred.


If any Event of Default shall occur and be continuing then,
(A) if such event is an Event of Default specified in paragraphs (g)
or (h) above with respect to the Borrower, the Senior Interim Loan Commitments,
if any, shall automatically immediately terminate and the Senior Interim



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Loans (with accrued interest thereon) and all other
amounts owing under this Agreement shall immediately become due and payable,
and (B) if such event is any other Event of Default, either or both of the
following actions may be taken: 
(i) with the consent of the Required Lenders, the Administrative
Agent may, or upon the request of the Required Lenders, the Administrative
Agent shall, by notice to the Borrower, (x) declare the Senior Interim
Loan Commitments, if any, to be terminated forthwith, whereupon the Senior
Interim Loan Commitments, if any, shall immediately terminate; and/or
(ii) with the consent of the Required Lenders, the Administrative Agent
may, or upon the request of the Required Lenders, the Administrative Agent
shall, by notice to the Borrower, declare the Senior Interim Loans hereunder
(with accrued interest thereon) and all other amounts owing under this
Agreement to be due and payable forthwith, whereupon the same shall immediately
become due and payable.


Except as expressly provided above in this
Section 8, presentment, demand, protest and all other notices of any kind
are hereby expressly waived.


However, a Default under clause (d) or (e) will
not constitute an Event of Default until the Administrative Agent or the
Required Lenders notify the Borrower of the Default and the Borrower does not
cure such Default within the time specified in such clause after receipt of such
notice.  Such notice must specify the
Default, demand that it be remedied and state that such notice is a “Notice of
Default.”  When a Default or an Event of
Default is cured, it ceases.


In the event of the occurrence of a Change of Control,
the Borrower may (i) make payment in full of the Loans and any other
amounts then due and owing to any Lender or the Administrative Agent or
(ii) make an offer to pay the Loans and any amounts then due and owing to
each Lender and the Administrative Agent hereunder, and make payment in full
thereof to each such Lender that has accepted such offer or the Administrative
Agent in respect of each such Lender that has accepted such offer.  Upon the Borrower having made all payments of
Loans and other amounts then due and owing to any Lender required by the
preceding sentence, any Event of Default arising under subsection 8(l) by
reason of such Change of Control shall be deemed not to have occurred or be
continuing.


SECTION 9               THE
AGENTS AND THE OTHER REPRESENTATIVES.


9.1           Appointment.  Each Lender hereby irrevocably designates and
appoints JPMCB, as the Administrative Agent of such Lender under this Agreement
and the other Loan Documents, and each such Lender irrevocably authorizes
JPMCB, as Administrative Agent for such Lender, to take such action on its
behalf under the provisions of this Agreement and the other Loan Documents and
to exercise such powers and perform such duties as are expressly delegated to
or required of the Administrative Agent by the terms of this Agreement and the
other Loan Documents, together with such other powers as are reasonably
incidental thereto.  Notwithstanding any
provision to the contrary elsewhere in this Agreement, the Agents and the Other
Representatives shall not have any duties or responsibilities, except, in the
case of the Administrative Agent, those expressly set forth herein, or any
fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the Agents or
the Other Representatives.  Each of the
Agents may perform any of its respective duties under this Agreement, the other
Loan Documents, and any other instruments and



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agreements referred to herein or therein by or through its respective
officers, directors, agents, employees or affiliates.


9.2           Delegation
of Duties.  In performing its
functions and duties under this Agreement, each Agent shall act solely as agent
for the Lenders, and no Agent assumes any (and shall not be deemed to have
assumed any) obligation or relationship of agency or trust with or for the
Borrower or any of its Subsidiaries. 
Each Agent may execute any of its duties under this Agreement and the
other Loan Documents by or through agents or attorneys-in-fact, and shall be
entitled to advice of counsel concerning all matters pertaining to such
duties.  No Agent shall be responsible
for the negligence or misconduct of any agents or attorneys-in-fact or counsel
selected by it with reasonable care.


9.3           Exculpatory
Provisions.  None of the
Administrative Agent or any Other Representative nor any of their officers,
directors, employees, agents, attorneys-in-fact or Affiliates shall be
(a) liable for any action taken or omitted to be taken by such Person
under or in connection with this Agreement or any other Loan Document (except
for the gross negligence or willful misconduct of such Person or any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates) or (b) responsible
in any manner to any of the Lenders for (i) any recitals, statements,
representations or warranties made by the Borrower or any other Loan Party or
any officer thereof contained in this Agreement or any other Loan Document or
in any certificate, report, statement or other document referred to or provided
for in, or received by the Administrative Agent or any Other Representative
under or in connection with, this Agreement or any other Loan Document,
(ii) for the value, validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement or any Senior Interim Loan Notes or any other
Loan Document, (iii) for any failure of the Borrower or any other Loan
Party to perform its obligations hereunder or under any other Loan Document, (iv) the
performance or observance of any of the terms, provisions or conditions of this
Agreement or any other Loan Document, (v) the satisfaction of any of the
conditions precedent set forth in Section 5, or (vi) the existence or
possible existence of any Default or Event of Default.  Neither the Administrative Agent nor any
Other Representative shall be under any obligation to any Lender to ascertain
or to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any other Loan Document, or
to inspect the properties, books or records of the Borrower or any other Loan
Party.  Each Lender agrees that, except
for notices, reports and other documents expressly required to be furnished to
the Lenders by the Administrative Agent hereunder or given to the Administrative
Agent for the account of or with copies for the Lenders, the Administrative
Agent and the Other Representatives shall not have any duty or responsibility
to provide any Lender with any credit or other information concerning the
business, operations, property, condition (financial or otherwise), prospects
or creditworthiness of the Borrower or any other Loan Party which may come into
the possession of the Administrative Agent and the Other Representatives or any
of their officers, directors, employees, agents, attorneys-in-fact or
Affiliates.


9.4           Reliance
by the Administrative Agent.  The
Administrative Agent shall be entitled to rely, and shall be fully protected
(and shall have no liability to any Person) in relying, upon any writing,
resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or
teletype message, statement, order or other document or conversation believed
by it to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons and



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upon advice and statements of legal counsel (including counsel to the
Borrower), independent accountants and other experts selected by the
Administrative Agent.  The Administrative
Agent may deem and treat the payee of any Senior Interim Loan Note as the owner
thereof for all purposes unless such Senior Interim Loan Note shall have been
transferred in accordance with subsection 10.6 and all actions required by
such subsection in connection with such transfer shall have been taken.  Any request, authority or consent of any
Person or entity who, at the time of making such request or giving such
authority or consent, is the holder of any Senior Interim Loan Note shall be
conclusive and binding on any subsequent holder, transferee, assignee or endorsee,
as the case may be, of such Senior Interim Loan Note or of any Senior Interim
Loan Note or Senior Interim Loan Notes issued in exchange therefor.  The Administrative Agent shall be fully justified
as between itself and the Lenders in failing or refusing to take any action
under this Agreement or any other Loan Document unless it shall first receive
such advice or concurrence of the Required Lenders and/or such other requisite
percentage of the Lenders as is required pursuant to subsection 10.1(a) as
it deems appropriate or it shall first be indemnified to its satisfaction by
the Lenders against any and all liability and expense which may be incurred by
it by reason of taking or continuing to take any such action.  The Administrative Agent shall in all cases
be fully protected in acting, or in refraining from acting, under this
Agreement and any Senior Interim Loan Notes and the other Loan Documents in
accordance with a request of the Required Lenders and/or such other requisite
percentage of the Lenders as is required pursuant to subsection 10.1(a),
and such request and any action taken or failure to act pursuant thereto shall
be binding upon all the Lenders and all future holders of the Loans.


9.5           Notice
of Default.  The Administrative Agent
shall not be deemed to have knowledge or notice of the occurrence of any
Default or Event of Default hereunder unless the Administrative Agent has
received notice from a Lender or the Borrower referring to this Agreement, describing
such Default or Event of Default and stating that such notice is a “notice of
default.”  In the event that the
Administrative Agent receives such a notice, the Administrative Agent shall
give prompt notice thereof to the Lenders. 
The Administrative Agent shall take such action reasonably promptly with
respect to such Default or Event of Default as shall be directed by the
Required Lenders and/or such other requisite percentage of the Lenders as is
required pursuant to subsection 10.1(a); provided that unless and
until the Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Lenders.


9.6           Acknowledgements
and Representations by Lenders.  Each
Lender expressly acknowledges that none of the Administrative Agent or the
Other Representatives nor any of their officers, directors, employees, agents,
attorneys-in-fact or Affiliates has made any representations or warranties to
it and that no act by the Administrative Agent or any Other Representative
hereafter taken, including any review of the affairs of the Borrower or any
other Loan Party, shall be deemed to constitute any representation or warranty
by the Administrative Agent or such Other Representative to any Lender.  Each Lender represents to the Administrative
Agent, the Other Representatives and each of the Loan Parties that, independently
and without reliance upon the Administrative Agent, the Other Representatives
or any other Lender, and based on such documents and information as it has
deemed appropriate, it has made and will make, its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Borrower and the other Loan



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Parties, it has made its own decision to make its Loans hereunder and
enter into this Agreement and it will make its own decisions in taking or not
taking any action under this Agreement and the other Loan Documents and, except
as expressly provided in this Agreement, neither the Administrative Agent nor
any Other Representative shall have any duty or responsibility, either
initially or on a continuing basis, to provide any Lender or the holder of any
Senior Interim Loan Note with any credit or other information with respect
thereto, whether coming into its possession before the making of the Senior
Interim Loans or at any time or times thereafter.  Each Lender represents to each other party
hereto that it is a bank, savings and loan association or other similar savings
institution, insurance company, investment fund or company or other financial
institution which makes or acquires commercial loans in the ordinary course of
its business, that it is participating hereunder as a Lender for such
commercial purposes, and that it has the knowledge and experience to be and is
capable of evaluating the merits and risks of being a Lender hereunder.  Each Lender acknowledges and agrees to comply
with the provisions of subsection 10.6 applicable to the Lenders
hereunder.


9.7           Indemnification.


(a)           The
Lenders agree to indemnify each Agent (or any Affiliate thereof) (to the extent
not reimbursed by the Borrower or any other Loan Party and without limiting the
obligation of the Borrower to do so), ratably according to their respective
Senior Interim Loan Percentages, as the case may be, in effect on the date on
which indemnification is sought under this subsection 9.7 (or, if
indemnification is sought after the date upon which the Senior Interim Loans
shall have been paid in full, ratably in accordance with their Senior Interim
Loan Percentages immediately prior to such date), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind whatsoever which may at any
time (including at any time following the payment of the Senior Interim Loans)
be imposed on, incurred by or asserted against the Administrative Agent (or any
Affiliate thereof) in any way relating to or arising out of this Agreement, any
of the other Loan Documents or the transactions contemplated hereby or thereby
or any action taken or omitted by any Agent (or any Affiliate thereof) under or
in connection with any of the foregoing; provided that no Lender shall
be liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements to the extent arising from (a) such Agent’s gross
negligence, bad faith or willful misconduct or (b) claims made or legal
proceedings commenced against such Agent by any security holder or creditor
thereof arising out of and based upon rights afforded any such security holder
or creditor solely in its capacity as such. 
The agreements in this subsection 9.7 shall survive the payment of
the Senior Interim Loans and all other amounts payable hereunder.


(b)           Any
Agent shall be fully justified in failing or refusing to take any action
hereunder and under any other Loan Document (except actions expressly required
to be taken by it hereunder or under the Loan Documents) unless it shall first
be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may
incur by reason of taking or continuing to take any such action.


9.8           The
Agents and Other Representatives in Their Individual Capacity.  The Agents, the Other Representatives and
their Affiliates may make loans to, accept deposits from and generally engage
in any kind of business with the Borrower or any other Loan Party as



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though the Administrative Agent and the Other Representatives were not
the Administrative Agent or the Other Representatives hereunder and under the
other Loan Documents.  With respect to
Senior Interim Loans made or renewed by them and any Senior Interim Loan Note issued
to them, the Agents and the Other Representatives shall have the same rights
and powers under this Agreement and the other Loan Documents as any Lender and
may exercise the same as though they were not an Agent or an Other
Representative, and the terms “Lender” and “Lenders” shall include the Agents
and the Other Representatives in their individual capacities.


9.9           Successor
Agent.  Subject to the appointment of
a successor as set forth herein, the Administrative Agent may resign as
Administrative Agent, upon 10 days’ notice to the Lenders and the
Borrower.  If the Administrative Agent
shall resign as Administrative Agent under this Agreement and the other Loan
Documents, then the Required Lenders shall appoint from among the Lenders a
successor agent for the Lenders, which successor agent shall be subject to
approval by the Borrower (which approval shall not be unreasonably withheld or
delayed), whereupon such successor agent shall succeed to the rights, powers
and duties of the Administrative Agent and the term “Administrative Agent”
shall mean such successor agent effective upon such appointment and approval,
and the former Agent’s rights, powers and duties as Administrative Agent shall
be terminated, without any other or further act or deed on the part of such
former Agent or any of the parties to this Agreement or any holders of the
Senior Interim Loans.  After any retiring
Agent’s resignation or removal as Agent, the provisions of this Section 9
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Agent under this Agreement and the other Loan Documents.  Additionally, after any retiring Agent’s
resignation as such Agent, the provisions of this subsection shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was such
Agent under this Agreement and the other Loan Documents.


9.10         Other
Representatives.  None of the
entities identified as Co-Documentation Agents, joint bookrunners and joint
lead arrangers pursuant to the definition of Other Representative contained
herein, shall have any duties or responsibilities hereunder or under any other Loan
Document in its capacity as such.


9.11         Withholding
Tax.  To the extent required by any
applicable law, the Administrative Agent may withhold from any payment to any
Lender an amount equivalent to any applicable withholding tax.  If the Internal Revenue Service or any other
authority of the United States or other jurisdiction asserts a claim that the
Administrative Agent did not properly withhold tax from amounts paid to or for
the account of any Lender for any reason (including, without limitation, because
the appropriate form was not delivered or not properly executed, or because
such Lender failed to notify the Administrative Agent of a change in
circumstance that rendered the exemption from, or reduction of, withholding tax
ineffective), such Lender shall indemnify and hold harmless the Administrative
Agent (to the extent that the Administrative Agent has not already been
reimbursed by the Borrower and without limiting the obligation of the Borrower
to do so) for all amounts paid, directly or indirectly, by the Administrative
Agent as tax or otherwise, including any interest, additions to tax or
penalties thereto, together with all expenses incurred, including legal
expenses and any other out-of-pocket expenses.


9.12         Approved
Electronic Communications.  Each of
the Lenders and the Loan Parties agree that the Administrative Agent may, but
shall not be obligated to, make the



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Approved Electronic Communications available to the Lenders by posting
such Approved Electronic Communications on IntraLinksTM or a substantially
similar electronic platform chosen by the Administrative Agent to be its
electronic transmission system (the “Approved Electronic Platform”).  The Approved Electronic Communications and
the Approved Electronic Platform are provided (subject to
subsection 10.16) “as is” and “as available.”


Each of the Lenders and (subject to
subsection 10.16) each of the Loan Parties agrees that the Administrative
Agent may, but (except as may be required by applicable law) shall not be
obligated to, store the Approved Electronic Communications on the Approved Electronic
Platform in accordance with the Administrative Agent’s generally-applicable
document retention procedures and policies.


SECTION 10             MISCELLANEOUS.


10.1         Amendments
and Waivers.


(a)           Neither
this Agreement nor any other Loan Document, nor any terms hereof or thereof,
may be amended, supplemented, modified or waived except in accordance with the
provisions of this subsection 10.1. 
The Required Lenders may, or, with the written consent of the Required
Lenders, the Administrative Agent may, from time to time, (x) enter into
with the respective Loan Parties hereto or thereto, as the case may be, written
amendments, supplements or modifications hereto and to the other Loan Documents
for the purpose of adding any provisions to this Agreement or to the other Loan
Documents or changing, in any manner the rights or obligations of the Lenders
or the Loan Parties hereunder or thereunder or (y) waive at any Loan Party’s
request, on such terms and conditions as the Required Lenders or the Administrative
Agent, as the case may be, may specify in such instrument, any of the
requirements of this Agreement or the other Loan Documents or any Default or
Event of Default and its consequences; provided, however, that no
such waiver and no such amendment, supplement or modification shall:


(i)            reduce or forgive
the amount or extend the scheduled date of maturity of any Loan hereunder or of
any scheduled installment thereof or reduce the stated rate of any interest,
commission or fee payable hereunder (other than as a result of any waiver of
the applicability of any post-default increase in interest rates) or extend the
scheduled date of any payment thereof or increase the amount or extend the
expiration date of any Lender’s Senior Interim Loan Commitment or change the
currency in which any Senior Interim Loan is payable, in each case without the
consent of each Lender directly affected thereby (it being understood that
waivers or modifications of conditions precedent, covenants, Defaults or Events
of Default or of a mandatory reduction in the aggregate Senior Interim Loan
Commitment of all Lenders shall not constitute an increase of the Senior
Interim Loan Commitment of any Lender, and that an increase in the available
portion of any Senior Interim Loan Commitment of any Lender shall not
constitute an increase in the Senior Interim Loan Commitment of such Lender);


(ii)           amend, modify or
waive any provision of this subsection 10.1(a) or reduce the percentage
specified in the definition of Required Lenders or Supermajority Lenders, or
consent to the assignment or transfer by the Borrower of any of its rights and



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obligations
under this Agreement and the other Loan Documents (other than pursuant to subsection 7.3
or 10.6(a)), in each case without the written consent of all the Lenders;


(iii)          release any
Subsidiary Guarantor under the Guarantee Agreement without the consent of all
of the Lenders, except as expressly permitted hereby or by any Loan Document
(as such documents are in effect on the Closing Date or, if later, the date of
execution and delivery thereof in accordance with the terms hereof);


(iv)          amend, modify or
waive any provision of Section 9 without the written consent of the then
Administrative Agent and of any Other Representative affected thereby; or


(v)           amend, modify or waive the order of
application of payments set forth in subsection 3.8(a) hereof without (x) the
consent of the Supermajority Lenders and (y) from the Closing Date until the
first date on which Original Lenders no longer constitute Supermajority Lenders
(such date, the “Supermajority Termination Date”), the consent of the
Required Non-Original Lenders.


The
Administrative Agent agrees promptly to notify the Borrower of the occurrence
of the Supermajority Termination Date.


(b)           Any
waiver and any amendment, supplement or modification pursuant to this
subsection 10.1 shall apply to each of the Lenders and shall be binding
upon the Loan Parties, the Lenders, the Administrative Agent and all future
holders of the Senior Interim Loans.  In
the case of any waiver, each of the Loan Parties, the Lenders and the
Administrative Agent shall be restored to their former position and rights
hereunder and under the other Loan Documents, and any Default or Event of
Default waived shall be deemed to be cured and not continuing; but no such
waiver shall extend to any subsequent or other Default or Event of Default, or
impair any right consequent thereon.


(c)           Notwithstanding
any provision herein to the contrary, this Agreement may be amended (or amended
and restated) with the written consent of the Required Lenders, the
Administrative Agent and the Borrower (x) to add one or more additional
credit facilities to this Agreement and to permit the extensions of credit from
time to time outstanding thereunder and the accrued interest and fees in
respect thereof to share ratably in the benefits of this Agreement and the
other Loan Documents with the existing Facilities and the accrued interest and
fees in respect thereof, (y) to include, as appropriate, the Lenders
holding such credit facilities in any required vote or action of the Required
Lenders or of the Lenders of each Facility hereunder and (z) to provide
class protection for any additional credit facilities in a manner consistent
with those provided the original Facilities pursuant to the provisions of
subsection 10.1(a) as originally in effect.


(d)           If,
in connection with any proposed change, waiver, discharge or termination of or
to any of the provisions of this Agreement and/or any other Loan Document as contemplated
by subsection 10.1(a), the consent of each Lender, the Supermajority
Lenders or each affected Lender, as applicable, is required and the consent of
the Required Lenders at such time is obtained but the consent of one or more of
such other Lenders whose consent is required is not obtained (each such other
Lender, a “Non-Consenting Lender”), then the Borrower may, on prior
written notice to the Administrative and the Non-Consenting Lender, replace
such Non-Consenting Lender by causing such Lender to (and such Lender shall be
obligated to) assign pursuant to subsection 10.6 (with the assignment fee
and any other costs and expenses to be paid by the Borrower in such instance)
all of its rights and obligations under this Agreement to one or more
assignees; provided that neither the Administrative Agent nor any Lender
shall have any



 101
 









obligation to the Borrower to find a replacement Lender; provided,
further, that the applicable assignee shall have agreed to the applicable
change, waiver, discharge or termination of this Agreement and/or the other
Loan Documents; and provided, further, that all obligations of
the Borrower owing to the Non-Consenting Lender relating to the Senior Interim
Loans so assigned shall be paid in full by the assignee Lender to such
Non-Consenting Lender concurrently with such Assignment and Acceptance.  In connection with any such replacement under
this subsection 10.1(d), if the Non-Consenting Lender does not execute and
deliver to the Administrative Agent a duly completed Assignment and Acceptance
and/or any other documentation necessary to reflect such replacement within a period
of time deemed reasonable by the Administrative Agent after the later of
(a) the date on which the replacement Lender executes and delivers such
Assignment and Acceptance and/or such other documentation and (b) the date
as of which all obligations of the Borrower owing to the Non-Consenting Lender
relating to the Senior Interim Loans and participations so assigned shall be
paid in full by the assignee Lender to such Non-Consenting Lender, then such
Non-Consenting Lender shall be deemed to have executed and delivered such
Assignment and Acceptance and/or such other documentation as of such date and
the Borrower shall be entitled (but not obligated) to execute and deliver such
Assignment and Acceptance and/or such other documentation on behalf of such Non-Consenting
Lender.


10.2         Notices.


(a)           All
notices, requests, and demands to or upon the respective parties hereto to be
effective shall be in writing (including telecopy), and, unless otherwise
expressly provided herein, shall be deemed to have been duly given or made when
delivered by hand, or three days after being deposited in the mail, postage
prepaid, or, in the case of telecopy notice, when received, or, in the case of
delivery by a nationally recognized overnight courier, when received, addressed
as follows in the case of the Borrower and the Administrative Agent, as set
forth in Schedule A in the case of the other parties hereto, or to such
other address as may be hereafter notified by the respective parties hereto and
any future holders of the Loans:


	
  The Borrower:

  	
  The ServiceMaster Company

  
	
   

  	
  860 Ridge Lake
  Boulevard

  
	
   

  	
  Memphis,
  Tennessee 38120

  
	
   

  	
  Attention:  General Counsel

  
	
   

  	
  Telephone:  901.766.1400

  
	
   

  	
  Facsimile:  901.766.1107

  
	
   

  	
   

  
	
  with copies to:

  	
  Debevoise & Plimpton LLP

  
	
   

  	
  919 Third Avenue

  
	
   

  	
  New York, New
  York 10022

  
	
   

  	
  Attention:  David A. Brittenham, Esq.

  
	
   

  	
  Facsimile:  (212) 909-6836

  
	
   

  	
  Telephone:  (212) 909-6000

  



 



 102
 









 


	
  The Administrative Agent:

  	
  JPMorgan Chase Bank, N.A.

  
	
   

  	
  270 Park Avenue

  
	
   

  	
  New York, New York
  10017

  
	
   

  	
  Attention:  Gerry Murray

  
	
   

  	
  Facsimile:  (212) 270-1063

  
	
   

  	
  Telephone:  (212) 270-4300

  
	
   

  	
   

  
	
  with copies to:

  	
  Simpson Thacher & Bartlett LLP

  
	
   

  	
  425 Lexington
  Avenue

  
	
   

  	
  New York, New
  York 10017

  
	
   

  	
  Attention:

  	
  Arthur D.
  Robinson, Esq.;

  
	
   

  	
   

  	
  John C. Ericson, Esq.

  
	
   

  	
  Facsimile:  (212) 455-2502

  
	
   

  	
  Telephone:  (212) 455-2000

  



 


provided that any notice, request or
demand to or upon the Administrative Agent or the Lenders pursuant to
subsection 2.3, 3.4 or 3.8 shall not be effective until received.


(b)           Without
in any way limiting the obligation of any Loan Party and its Subsidiaries to
confirm in writing any telephonic notice permitted to be given hereunder, the
Administrative Agent may, prior to receipt of written confirmation, act without
liability upon the basis of such telephonic notice believed by the
Administrative Agent in good faith to be from a Responsible Officer.


10.3         No
Waiver; Cumulative Remedies.  No
failure to exercise and no delay in exercising, on the part of the Administrative
Agent, any Lender or any Loan Party, any right, remedy, power or privilege
hereunder or under the other Loan Documents shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges
herein provided are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by law.


10.4         Survival
of Representations and Warranties. 
All representations and warranties made hereunder and in the other Loan
Documents (or in any amendment, modification or supplement hereto or thereto)
and in any certificate delivered pursuant hereto or such other Loan Documents shall
survive the execution and delivery of this Agreement and the making of the
Loans hereunder.


10.5         Payment
of Expenses and Taxes.  The Borrower
agrees (a) to pay or reimburse the Agents and the Other Representatives
for (1) all their reasonable out-of-pocket costs and expenses incurred in
connection with (i) the syndication of the Facility and the development,
preparation, execution and delivery of, and any amendment, supplement or
modification to, this Agreement and the other Loan Documents and any other
documents prepared in connection herewith or therewith, (ii) the
consummation and administration of the transactions (including the syndication
of the Senior Interim Loan Commitments contemplated hereby and thereby) and
(iii) efforts to monitor the Loans, and (2) (i) the reasonable
fees and disbursements of Simpson Thacher & Bartlett LLP, and such other
special or local counsel,



 103
 









consultants, advisors, appraisers and auditors whose retention (other
than during the continuance of an Event of Default) is approved by the
Borrower, (b) to pay or reimburse each Lender, the Lead Arrangers and the
Agents for all their reasonable and documented costs and expenses incurred in
connection with the enforcement or preservation of any rights under this
Agreement, the other Loan Documents and any other documents prepared in
connection herewith or therewith, including the fees and disbursements of
counsel to the Agents and the Lenders, (c) to pay, indemnify, or reimburse
each Lender, the Lead Arrangers and the Agents for, and hold each Lender, the
Lead Arrangers and the Agents harmless from, any and all recording and filing
fees and any and all liabilities with respect to, or resulting from any delay
in paying, stamp, excise and other similar taxes, if any, which may be payable
or determined to be payable in connection with the execution and delivery of,
or consummation or administration of any of the transactions contemplated by,
or any amendment, supplement or modification of, or any waiver or consent under
or in respect of, this Agreement, the other Loan Documents and any such other
documents, and (d) to pay, indemnify or reimburse each Lender, the Lead
Arrangers, each Agent, their respective affiliates, and their respective
officers, directors, employees, shareholders, members, agents and controlling
persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless
from and against, any and all other liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever with respect to the execution, delivery, enforcement,
performance and administration of this Agreement, the other Loan Documents and
any such other documents, including any of the foregoing relating to the use of
proceeds of the Senior Interim Loans or the violation of, noncompliance with or
liability under, any Environmental Law applicable to the operations of the
Borrower or any of its Subsidiaries or any of the property of the Borrower or
any of its Subsidiaries (all the foregoing in this clause (d), collectively,
the “Indemnified Liabilities”), provided that the Borrower shall
not have any obligation hereunder to the Administrative Agent, any other Agent,
any Lead Arranger or any Lender (or any of their respective affiliates, or any
of their respective officers, directors, employees, shareholders, members,
agents and controlling persons) with respect to Indemnified Liabilities arising
from (i) the gross negligence, bad faith or willful misconduct (as determined
by a court of competent jurisdiction in a final non-appealable decision, or by
settlement tantamount thereto) of the Administrative Agent, any such other
Agent, any such Lead Arranger or any such Lender (or any of their respective
affiliates, or any of their respective officers, directors, employees,
shareholders, members, agents and controlling persons), (ii) claims made or
legal proceedings commenced against the Administrative Agent, any other Agent,
any Lead Arranger or any such Lender by any security holder or creditor thereof
arising out of and based upon rights afforded any such security holder or
creditor solely in its capacity as such, (iii) any material breach of any Loan
Document by the party to be indemnified or (iv) disputes among the
Administrative Agent, the Lenders and/or their transferees.  To the fullest extent permitted under
applicable law, no Indemnitee shall be liable for any consequential or punitive
damages in connection with the Facilities. 
All amounts due under this subsection 10.5 shall be payable not
later than 30 days after written demand therefor.  Statements reflecting amounts payable by the
Loan Parties pursuant to this Section shall be submitted to the address of the
Borrower set forth in subsection 10.2, or to such other Person or address
as may be hereafter designated by the Borrower in a notice to the
Administrative Agent.  Notwithstanding
the foregoing, except as provided in clauses (b) and (c) above, the
Borrower shall have no obligation under this subsection 10.5 to any
Indemnitee with respect to any Taxes imposed, levied, collected, withheld



 104
 









or assessed by any Governmental Authority.  The agreements in this subsection 10.5
shall survive repayment of the Senior Interim Loans and all other amounts
payable hereunder.


10.6         Successors
and Assigns; Participations and Assignments.


(a)           The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted
hereby, except that (i) other than in accordance with subsection 7.3,
the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by the Borrower without such consent shall be
null and void) and (ii) no Lender may assign or otherwise transfer its
rights or obligations hereunder except in accordance with this subsection 10.6.


(b)           (i)  Subject to the conditions set forth in
paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in
the ordinary course of business and in accordance with applicable law, assign
to one or more assignees (each, an “Assignee”) all or a portion of its
rights and obligations under this Agreement (including its Senior Interim Loan
Commitment and/or Senior Interim Loans, pursuant to an Assignment and
Acceptance) with the prior written consent (such consent not to be unreasonably
withheld or delayed) of:


(A)          the
Borrower; provided that no consent of the Borrower shall be required for
an assignment to a Lender, an affiliate of a Lender, an Approved Fund (as
defined below) or, if an Event of Default under subsection 8(a), (b), (g)
or (h) has occurred and is continuing, any other Person; provided, further,
that if any Lender assigns all or a portion of its rights and obligations under
this Agreement to one of its affiliates in connection with or in contemplation
of the sale or other disposition of its interest in such affiliate, the Borrower’s
prior written consent shall be required for such assignment; and


(B)           the
Administrative Agent; provided that no consent of the Administrative
Agent shall be required for an assignment to a Lender, an affiliate of a Lender
or an Approved Fund (as defined below); provided, further, that
if any Lender assigns all or a portion of its rights and obligations under this
Agreement to one of its affiliates in connection with or in contemplation of
the sale or other disposition of its interest in such affiliate, the
Administrative Agent’s prior written consent shall be required for such assignment.


(ii)           Assignments shall
be subject to the following additional conditions:


(A)          except
in the case of an assignment to a Lender, an affiliate of a Lender or an
Approved Fund or an assignment of the entire remaining amount of the assigning
Lender’s Senior Interim Loan Commitments or Senior Interim Loans, as the case
may be, the amount of Senior Interim Loan Commitments or Senior Interim Loans
of the assigning Lender subject to each such assignment (determined as of the
date the Assignment and Acceptance with respect to such assignment is delivered
to the Administrative Agent) shall not be less than $1.0 million unless
the Borrower and the Administrative Agent otherwise consent,



 105
 









provided that (1) no such consent of the
Borrower shall be required if an Event of Default under subsection 8(a),
(b), (g) or (h) has occurred and is continuing and (2) such amounts shall
be aggregated in respect of each Lender and its affiliates or Approved Funds,
if any;


(B)           prior
to the Senior Interim Loan Maturity Date, the Committed Lenders (together with
their Affiliates) shall not assign to other Lenders the Senior Interim Loans
if, after giving effect to such assignment, the Committed Lenders (together
with their Affiliates) would hold, in the aggregate, less than 51% (on a pro
rata basis) of the aggregate principal amount of the outstanding Senior Interim
Loans;


(C)           the
parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Acceptance, together with a processing and recordation
fee of $3,500; provided that for concurrent assignments to two or more
Approved Funds such assignment fee shall only be required to be paid once in
respect of and at the time of such assignments; and


(D)          the
Assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an administrative questionnaire.


For the purposes of this subsection 10.6, the
term “Approved Fund” has the following meaning:  any Person (other than a natural person) that
is engaged in making, purchasing, holding or investing in bank loans and
similar extensions of credit in the ordinary course and that is administered or
managed by (a) a Lender, (b) an affiliate of a Lender or (c) an
entity or an affiliate of an entity that administers or manages a Lender.


(iii)          Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) below,
from and after the effective date specified in each Assignment and Acceptance
the Assignee thereunder shall be a party hereto and, to the extent of the
interest assigned by such Assignment and Acceptance, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of (and bound by
any related obligations under) subsections 3.10, 3.11, 3.12, 3.13 and
10.5).  Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
subsection 10.6(b)(ii)(B) shall be null and void.  Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with any other
provision of this subsection 10.6 shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (c) of this subsection.


(iv)          The
Borrower hereby designates the Administrative Agent, and the Administrative
Agent agrees, to serve as the Borrower’s agent, solely for purposes of this
subsection 10.6, to maintain at one of its offices in New York, New York a
copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and



 106
 









addresses of the Lenders, and the Senior Interim Loan Commitments of,
and interest and principal amount of the Senior Interim Loans owing to, each
Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be
conclusive absent manifest error, and the Borrower, the Administrative Agent
and the Lenders shall treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary.  The Register shall be available for
inspection by the Borrower and any Lender (with respect to its own interest
only), at any reasonable time and from time to time upon reasonable prior
notice.


(v)           Upon
its receipt of a duly completed Assignment and Acceptance executed by an
assigning Lender and an Assignee, the Assignee’s completed administrative questionnaire
(unless the Assignee shall already be a Lender hereunder), the processing and
recordation fee referred to in paragraph (b) of this subsection and any
written consent to such assignment required by paragraph (b) of this
subsection, the Administrative Agent shall accept such Assignment and Acceptance,
record the information contained therein in the Register and give prompt notice
of such assignment and recordation to the Borrower.  No assignment shall be effective for purposes
of this Agreement unless it has been recorded in the Register as provided in
this paragraph.


(vi)          On
or prior to the effective date of any assignment pursuant to this subsection 10.6(b),
the assigning Lender shall surrender any outstanding Senior Interim Loan Notes
held by it all or a portion of which are being assigned.  Any Senior Interim Loan Notes surrendered by
the assigning Lender shall be returned by the Administrative Agent to the
Borrower marked “cancelled.”


Notwithstanding the foregoing provisions of this
subsection 10.6(b) or any other provision of this Agreement, if the Borrower
shall have consented thereto in writing (such consent not to be unreasonably
withheld), the Administrative Agent shall have the right, but not the
obligation, to effectuate assignments of Senior Interim Loans via an electronic
settlement system acceptable to the Administrative Agent and the Borrower as
designated in writing from time to time to the Lenders by the Administrative
Agent (the “Settlement Service”). 
At any time when the Administrative Agent elects, in its sole
discretion, to implement such Settlement Service, each such assignment shall be
effected by the assigning Lender and proposed Assignee pursuant to the
procedures then in effect under the Settlement Service, which procedures shall
be subject to the prior written approval of the Borrower and shall be
consistent with the other provisions of this subsection 10.6(b).  Each assigning Lender and proposed Assignee
shall comply with the requirements of the Settlement Service in connection with
effecting any assignment of Senior Interim Loans pursuant to the Settlement
Service.  If so elected by each of the
Administrative Agent and the Borrower in writing (it being understood that the Borrower
shall have no obligation to make such an election), the Administrative Agent’s
and (if applicable) the Borrower’s approval of such Assignee shall be deemed to
have been automatically granted with respect to any transfer effected through
the Settlement Service. Assignments and assumptions of the Senior Interim Loans
shall be effected by the provisions otherwise set forth herein until the
Administrative Agent notifies Lenders of the Settlement Service as set forth
herein.  The Borrower may withdraw its
consent to the use of the Settlement Service at any time upon at least 10
Business Days’ prior written notice to the Administrative



 107
 









Agent, and thereafter assignments and assumptions of
the Senior Interim Loans shall be effected by the provisions otherwise set
forth herein.


Furthermore, no Assignee, which as of the date of any
assignment to it pursuant to this subsection 10.6(b) would be entitled to
receive any greater payment under subsection 3.10, 3.11 or 10.5 than the
assigning Lender would have been entitled to receive as of such date under such
subsections with respect to the rights assigned, shall be entitled to receive
such greater payments unless the assignment was made after an Event of Default
under subsection 8(a), (b), (g) or (h) has occurred and is continuing or
the Borrower has expressly consented in writing to waive the benefit of this
provision at the time of such assignment.


(c)           (i)  Any Lender other than a Conduit Lender may,
in the ordinary course of its business and in accordance with applicable law,
without the consent of the Borrower or the Administrative Agent, sell
participations to one or more banks or other entities (a “Participant”)
in all or a portion of such Lender’s rights and obligations under this
Agreement (including all or a portion of its Senior Interim Loan Commitments
and the Senior Interim Loans owing to it); provided that (A) such
Lender’s obligations under this Agreement shall remain unchanged, (B) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, (C) such Lender shall remain the holder
of any such Senior Interim Loan for all purposes under this Agreement and the
other Loan Documents, and (D) the Borrower, the Administrative Agent and
the other Lenders shall continue to deal solely and directly with such Lender
in connection with such Lender’s rights and obligations under this
Agreement.  Any agreement pursuant to
which a Lender sells such a participation shall provide that such Lender shall
retain the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that
such agreement may provide that such Lender will not, without the consent of
the Participant, agree to any amendment, modification or waiver that
(1) requires the consent of each Lender directly affected thereby pursuant
to the proviso to the second sentence of subsection 10.1(a) and (2) directly
affects such Participant.  Subject to
paragraph (c)(ii) of this subsection, the Borrower agrees that each
Participant shall be entitled to the benefits of (and shall have the related
obligations under) subsections 3.10, 3.11, 3.12, 3.13 and 10.5 to the same
extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this subsection.  To the extent permitted by law, each
Participant also shall be entitled to the benefits of subsection 10.7(b)
as though it were a Lender, provided that such Participant shall be
subject to subsection 10.7(a) as though it were a Lender.


(ii)           No
Loan Party shall be obligated to make any greater payment under subsection 3.10,
3.11 or 10.5 than it would have been obligated to make in the absence of any participation,
unless the sale of such participation is made with the prior written consent of
the Borrower and the Borrower expressly waives the benefit of this provision at
the time of such participation.  No
Participant shall be entitled to the benefits of subsection 3.11 to the
extent such Participant fails to comply with subsection 3.11(b) and/or (c)
or to provide the forms and certificates referenced therein to the Lender that
granted such participation and such failure increases the obligation of the Borrower
under subsection 3.11.


(iii)          Subject
to paragraph (c)(ii), any Lender other than a Conduit Lender may also sell
participations on terms other than the terms set forth in paragraph (c)(i)
above, provided



 108
 









such participations are on terms and to Participants satisfactory to
the Borrower and the Borrower has consented to such terms and Participants in
writing.


(d)           Any
Lender, without the consent of the Borrower or the Administrative Agent, may at
any time pledge or assign a security interest in all or any portion of its
rights under this Agreement to secure obligations of such Lender, including any
pledge or assignment to secure obligations to a Federal Reserve Bank, and this
subsection shall not apply to any such pledge or assignment of a security
interest; provided that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or
substitute (by foreclosure or otherwise) any such pledgee or Assignee for such
Lender as a party hereto.


(e)           No
assignment or participation made or purported to be made to any Assignee or
Participant shall be effective without the prior written consent of the
Borrower if it would require the Borrower to make any filing with any
Governmental Authority or qualify any Senior Interim Loan or Senior Interim
Loan Note under the laws of any jurisdiction, and the Borrower shall be entitled
to request and receive such information and assurances as it may reasonably request
from any Lender or any Assignee or Participant to determine whether any such
filing or qualification is required or whether any assignment or participation
is otherwise in accordance with applicable law.


(f)            Notwithstanding the
foregoing, any Conduit Lender may assign any or all of the Senior Interim Loans
it may have funded hereunder to its designating Lender without the consent of
the Borrower or the Administrative Agent and without regard to the limitations
set forth in subsection 10.6(b). 
The Borrower, each Lender and the Administrative Agent hereby confirms
that it will not institute against a Conduit Lender or join any other Person in
instituting against a Conduit Lender any domestic or foreign bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding under any
state, federal or provincial bankruptcy or similar law, for one year and one
day after the payment in full of the latest maturing commercial paper note
issued by such Conduit Lender; provided, however, that each
Lender designating any Conduit Lender hereby agrees to indemnify, save and hold
harmless each other party hereto for any loss, cost, damage or expense arising
out of its inability to institute such a proceeding against such Conduit Lender
during such period of forbearance.  Each
such indemnifying Lender shall pay in full any claim received from the Borrower
pursuant to this subsection 10.6(f) within 30 Business Days of receipt of
a certificate from a Responsible Officer of the Borrower specifying in
reasonable detail the cause and amount of the loss, cost, damage or expense in
respect of which the claim is being asserted, which certificate shall be
conclusive absent manifest error.  Without limiting the indemnification
obligations of any indemnifying Lender pursuant to this
subsection 10.6(f), in the event that the indemnifying Lender fails timely
to compensate the Borrower for such claim, any Senior Interim Loans held by the
relevant Conduit Lender shall, if requested by the Borrower, be assigned
promptly to the Lender that administers the Conduit Lender and the designation
of such Conduit Lender shall be void.


10.7         Adjustments;
Set-off; Calculations; Computations.


(a)           If
any Lender (a “Benefited Lender”) shall at any time receive any payment
of all or part of its Senior Interim Loans owing to it, or interest thereon, or
receive any collateral in respect thereof (whether voluntarily or involuntarily,
by set-off, pursuant to events



 109
 









or proceedings of the nature referred to in subsection 8(g) or(h),
or otherwise (except pursuant to subsection 3.4, 3.13(d) or 10.6)), in a
greater proportion than any such payment to or collateral received by any other
Lender, if any, in respect of such other Lender’s Senior Interim Loans, owing
to it, or interest thereon, such Benefited Lender shall purchase for cash from
the other Senior Interim Loan Lenders an interest (by participation, assignment
or otherwise) in such portion of each such other Lender’s Senior Interim Loans
owing to it, or shall provide such other Lenders with the benefits of any such
collateral, or the proceeds thereof, as shall be necessary to cause such Benefited
Lender to share the excess payment or benefits of such collateral or proceeds
ratably with each of the Senior Interim Loan Lenders; provided, however,
that if all or any portion of such excess payment or benefits is thereafter
recovered from such Benefited Lender, such purchase shall be rescinded, and the
purchase price and benefits returned, to the extent of such recovery, but
without interest.


(b)           In
addition to any rights and remedies of the Lenders provided by law, each Lender
shall have the right, without prior notice to the Borrower, any such notice
being expressly waived by the Borrower to the extent permitted by applicable
law, upon the occurrence of an Event of Default under subsection 8(a)
or(b) to set-off and appropriate and apply against any amount then due and
payable under subsection 8(a) or(b) by the Borrower any and all deposits
(general or special, time or demand, provisional or final), in any currency,
and any other credits, indebtedness or claims, in any currency, in each case
whether direct or indirect, absolute or contingent, matured or unmatured, at
any time held or owing by such Lender or any branch or agency thereof to or for
the credit or the account of the Borrower. 
Each Lender agrees promptly to notify the Borrower and the
Administrative Agent after any such set-off and application made by such
Lender, provided that the failure to give such notice shall not affect
the validity of such set-off and application.


10.8         Judgment.


(a)           If,
for the purpose of obtaining or enforcing judgment against any Loan Party in
any court in any jurisdiction, it becomes necessary to convert into any other
currency (such other currency being hereinafter in this subsection 10.8
referred to as the “Judgment Currency”) an amount due under any Loan
Document in any currency (the “Obligation Currency”) other than the
Judgment Currency, the conversion shall be made at the rate of exchange prevailing
on the Business Day immediately preceding the date of actual payment of the
amount due, in the case of any proceeding in the courts of any other
jurisdiction that will give effect to such conversion being made on such date,
or the date on which the judgment is given, in the case of any proceeding in
the courts of any other jurisdiction (the applicable date as of which such conversion
is made pursuant to this subsection 10.8 being hereinafter in this
subsection 10.8 referred to as the “Judgment Conversion Date”).


(b)           If,
in the case of any proceeding in the court of any jurisdiction referred to in
subsection 10.8(a), there is a change in the rate of exchange prevailing
between the Judgment Conversion Date and the date of actual receipt for value
of the amount due, the applicable Loan Party shall pay such additional amount
(if any, but in any event not a lesser amount) as may be necessary to ensure
that the amount actually received in the Judgment Currency, when converted at
the rate of exchange prevailing on the date of payment, will produce the amount
of the Obligation Currency which could have been purchased with the amount of
the Judgment



 110
 









Currency stipulated in the judgment or judicial order at the rate of
exchange prevailing on the Judgment Conversion Date.  Any amount due from any Loan Party under this
subsection 10.8(b) shall be due as a separate debt and shall not be
affected by judgment being obtained for any other amounts due under or in
respect of any of the Loan Documents.


(c)           The
term “rate of exchange” in this subsection 10.8 means the rate of exchange
at which the Administrative Agent, on the relevant date at or about 12:00 Noon
(New York time), would be prepared to sell, in accordance with its normal
course foreign currency exchange practices, the Obligation Currency against the
Judgment Currency.


10.9         Counterparts.  This Agreement may be executed by one or more
of the parties to this Agreement on any number of separate counterparts
(including by telecopy), and all of such counterparts taken together shall be
deemed to constitute one and the same instrument.  A set of the copies of this Agreement signed
by all the parties shall be delivered to the Borrower and the Administrative
Agent.


10.10       Severability.  Any provision of this Agreement which 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.


10.11       Integration.  This Agreement and the other Loan Documents
represent the entire agreement of each of the Loan Parties party hereto, the
Agents and the Lenders with respect to the subject matter hereof, and there are
no promises, undertakings, representations or warranties by any of the Loan
Parties party hereto, the Agents or any Lender relative to the subject matter
hereof not expressly set forth or referred to herein or in the other Loan Documents.


10.12       GOVERNING
LAW.  THIS AGREEMENT AND ANY NOTES
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND ANY
NOTES SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR
RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT
MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION.


10.13       Submission
to Jurisdiction; Waivers.  Each party
hereto hereby irrevocably and unconditionally:


(a)           submits for itself
and its property in any legal action or proceeding relating to this Agreement
and the other Loan Documents to which it is a party, or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general
jurisdiction of the courts of the State of New York, the courts of the United
States of America for the Southern District of New York, and appellate courts
from any thereof;



 111
 









(b)           consents that any
such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in
an inconvenient forum and agrees not to plead or claim the same;


(c)           agrees that service
of process in any such action or proceeding may be effected by mailing a copy
thereof by registered or certified mail (or any substantially similar form of
mail), postage prepaid, to the Borrower, the applicable Lender or the Administrative
Agent, as the case may be, at the address specified in subsection 10.2 or
at such other address of which the Administrative Agent, any such Lender and
the Borrower shall have been notified pursuant thereto;


(d)           agrees that nothing
herein shall affect the right to effect service of process in any other manner
permitted by law or shall limit the right to sue in any other jurisdiction; and


(e)           waives, to the
maximum extent not prohibited by law, any right it may have to claim or recover
in any legal action or proceeding referred to in this subsection any
consequential or punitive damages.


10.14       Acknowledgements.  The Borrower hereby acknowledges that:


(a)           it has been advised
by counsel in the negotiation, execution and delivery of this Agreement and the
other Loan Documents;


(b)           neither the
Administrative Agent nor any Agent, Other Representative or Lender has any
fiduciary relationship with or duty to the Borrower arising out of or in
connection with this Agreement or any of the other Loan Documents, and the
relationship between the Administrative Agent and Lenders, on the one hand, and
the Borrower, on the other hand, in connection herewith or therewith is solely
that of creditor and debtor; and


(c)           no joint venture is
created hereby or by the other Loan Documents or otherwise exists by virtue of
the transactions contemplated hereby and thereby among the Lenders or among any
of the Borrower and the Lenders.


10.15       WAIVER
OF JURY TRIAL.  EACH PARTY HERETO
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY NOTES OR ANY OTHER LOAN
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


10.16       Confidentiality.


(a)           Each
Agent, Lead Arranger and each Lender agrees to keep confidential any
information (x) provided to it by or on behalf of the Borrower or any of
its Subsidiaries pursuant to or in connection with the Loan Documents or
(y) obtained by such Lender based on a review of the books and records of
the Borrower or any of its Subsidiaries; provided that nothing herein
shall prevent any Lender from disclosing any such information (i) to any
Agent, any Other



 112
 









Representative or any other Lender, (ii) to any Transferee, or
prospective Transferee or any creditor or any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating
to the Borrower and its obligations which agrees to comply with the provisions
of this subsection (or with other confidentiality provisions satisfactory to
and consented to in writing by the Borrower) pursuant to a written instrument
(or electronically recorded agreement from any Person listed above in this
clause (ii), which Person has been approved by the Borrower (such approval
not be unreasonably withheld), in respect to any electronic information
(whether posted or otherwise distributed on Intralinks or any other electronic
distribution system)) for the benefit of the Borrower (it being understood that
each relevant Lender shall be solely responsible for obtaining such instrument
(or such electronically recorded agreement)), (iii) to its affiliates and
the employees, officers, directors, agents, attorneys, accountants and other
professional advisors of it and its affiliates, provided that such
Lender shall inform each such Person of the agreement under this subsection 10.16
and take reasonable actions to cause compliance by any such Person referred to
in this clause (iii) with this agreement (including, where appropriate, to
cause any such Person to acknowledge its agreement to be bound by the agreement
under this subsection 10.16), (iv) upon the request or demand of any
Governmental Authority having jurisdiction over such Lender or its affiliates
or to the extent required in response to any order of any court or other
Governmental Authority or as shall otherwise be required pursuant to any
Requirement of Law, provided that such Lender shall, unless prohibited
by any Requirement of Law, notify the Borrower of any disclosure pursuant to
this clause (iv) as far in advance as is reasonably practicable under such
circumstances, (v) which has been publicly disclosed other than in breach
of this Agreement, (vi) in connection with the exercise of any remedy
hereunder, under any Loan Document or under any related Interest Rate
Agreement, (vii) in connection with periodic regulatory examinations and
reviews conducted by the National Association of Insurance Commissioners or any
Governmental Authority having jurisdiction over such Lender or its affiliates
(to the extent applicable), (viii) in connection with any litigation to
which such Lender (or, with respect to any Interest Rate Protection Agreement,
any affiliate of any Lender party thereto) may be a party, subject to the
proviso in clause (iv), and (ix) if, prior to such information having
been so provided or obtained, such information was already in an Agent’s or a
Lender’s possession on a non-confidential basis without a duty of
confidentiality to the Borrower (or any of its Affiliates) being violated.


(b)           Each
Lender acknowledges that any such information referred to in subsection 10.16(a),
and any information (including requests for waivers and amendments) furnished
by the Borrower or the Administrative Agent pursuant to or in connection with
this Agreement and the other Loan Documents, may include material non-public
information concerning the Borrower, the other Loan Parties and their
respective Affiliates or their respective securities.  Each Lender represents and confirms that such
Lender has developed compliance procedures regarding the use of material
non-public information; that such Lender will handle such material non-public
information in accordance with those procedures and applicable law, including
United States federal and state securities laws; and that such Lender has
identified to the Administrative Agent a credit contact who may receive
information that may contain material non-public information in accordance with
its compliance procedures and applicable law.



 113
 









10.17       USA
Patriot Act Notice.  Each Lender
hereby notifies the Borrower that pursuant to the requirements of the USA
Patriot Act (Title III of Pub. Law 107-56 (signed into law October 26,
2001)) (the “Patriot Act”), it is required to obtain, verify, and record
information that identifies the Borrower and each Subsidiary Guarantor, which
information includes the name of the Borrower and each Subsidiary Guarantor and
other information that will allow such Lender to identify the Borrower and each
Subsidiary Guarantor in accordance with the Patriot Act, and the Borrower
agrees to provide such information from time to time to any Lender.


[Signature Pages
Follow]



 114















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


	
  BORROWER:

  	
  CDRSVM ACQUISITION CO., INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theresa A. Gore

  	
   

  
	
   

  	
   

  	
  Name: Theresa A. Gore

  
	
   

  	
   

  	
  Title: Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
  AGENT:

  	
  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
  as
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce S. Borden

  
	
   

  	
   

  	
  Name: Bruce S. Borden

  
	
   

  	
   

  	
  Title: Executive Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kathryn A. Duncan

  
	
   

  	
   

  	
  Name: Kathryn A. Duncan

  
	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
  AGENT:

  	
  CITIGROUP GLOBAL MARKETS INC.,

  
	
   

  	
  as Syndication
  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy P. Dilworth

  
	
   

  	
   

  	
  Name: Timothy P. Dilworth

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
  LENDER:

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce S. Borden

  
	
   

  	
   

  	
  Name: Bruce S. Borden

  
	
   

  	
   

  	
  Title: Executive Director

  
	
   

  	
   

  
	
   

  	
   

  
	
  LENDER:

  	
  CITICORP NORTH AMERICA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy P. Dilworth

  
	
   

  	
   

  	
  Name: Timothy P. Dilworth

  
	
   

  	
   

  	
  Title: Director

  



 



 S-1
 









 


	
  LENDER:

  	
  BANK OF AMERICA BRIDGE LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Klawinski

  
	
   

  	
   

  	
  Name: Robert Klawinski

  
	
   

  	
   

  	
  Title: Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
  LENDER:

  	
  GOLDMAN SACHS CREDIT PARTNERS L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce H. Mendelsohn

  
	
   

  	
   

  	
  Name: Bruce H. Mendelsohn

  
	
   

  	
   

  	
  Title: Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
  LENDER:

  	
  MORGAN STANLEY SENIOR FUNDING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Henry F. D’Alessandro

  
	
   

  	
   

  	
  Name: Henry F. D’Alessandro

  
	
   

  	
   

  	
  Title: Vice President

  



 



 S-2















EXHIBIT A TO

SENIOR INTERIM LOAN CREDIT AGREEMENT


FORM OF SENIOR
INTERIM LOAN NOTE


	
  $

  	
  New York, New York

  



[                            ],
200[7][8]


FOR VALUE RECEIVED, the undersigned, THE SERVICEMASTER
COMPANY, a Delaware corporation (the “Borrower”), hereby unconditionally
promises to pay to
                           
(the “Lender”) and its successors and assigns, at the office of the
Administrative Agent, in lawful money of the United States of America and in
immediately available funds, the principal amount of
                                                      
DOLLARS
($                           )
(or such lesser or greater amount as shall be outstanding hereunder in
accordance with Sections 3.1 or 3.4, as applicable, of the Senior Interim Loan
Credit Agreement described below).


The Borrower further agrees to pay interest at such
office on the unpaid principal amount hereof from time to time at the
applicable rates per annum and on the dates set forth in subsection 3.1 of the
Senior Interim Loan Credit Agreement until such principal amount is paid in
full (after, as well as before, judgment). 
Interest on the Senior Interim 
Loan Notes will be payable, at the Borrower’s election, for any interest
period:  (i) entirely in cash (“Cash
Interest”), (ii) entirely by increasing the principal amount of the
outstanding Senior Interim  Loan Notes or
by issuing additional Senior Interim 
Loan Notes (“PIK Interest”) or (iii) 50% as Cash Interest
and 50% as PIK Interest.


This Senior Interim 
Loan Note is one of the Senior Interim 
Loan Notes referred to in the Senior Interim Loan Credit Agreement,
dated as of July 24, 2007 (as amended, supplemented, waived or otherwise
modified from time to time, the “Senior Interim Loan Credit Agreement”),
among the Borrower, as successor by merger to CDRSVM Acquisition Co, Inc., a
Delaware corporation, the several banks and other financial institutions from
time to time party thereto (including the Lender) (the “Lenders”),
JPMorgan Chase Bank, N.A., as administrative agent for the Lenders, and
Citigroup Global Markets Inc., as syndication agent, and is entitled to the
benefits thereof, is guaranteed as provided therein and is subject to optional
and mandatory prepayment in whole or in part as provided therein.  Terms used herein which are defined in the
Senior Interim Loan Credit Agreement shall have such defined meanings unless
otherwise defined herein or unless the context otherwise requires.


Upon the occurrence of any one or more of the Events
of Default specified in the Senior Interim Loan Credit Agreement, all amounts
then remaining unpaid on this Senior Interim 
Loan Note shall become, or may be declared to be, immediately due and
payable, all as provided therein.


All parties now and hereafter liable with respect to
this Senior Interim  Loan Note, whether
maker, principal, surety, guarantor, endorser or otherwise, hereby waive, to
the



 A-1
 









maximum extent permitted by applicable law,
presentment, demand, protest and all other notices of any kind under this Senior
Interim  Loan Note.


FOR THE PURPOSES OF SECTION 1271 ET SEQ. OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS NOTE IS BEING ISSUED WITH
ORIGINAL ISSUE DISCOUNT (“OID”). FOR INFORMATION ABOUT THE ISSUE PRICE, THE
AMOUNT OF OID, THE ISSUE DATE AND THE YIELD TO MATURITY WITH RESPECT TO THIS
NOTE, PLEASE CONTACT THE DIRECTOR OF FEDERAL AND INTERNATIONAL TAX AT 901-597-8942.


THIS SENIOR INTERIM LOAN NOTE
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.


[Remainder of page
intentionally left blank]



 A-2
 









 


	
  

  	
  THE SERVICEMASTER COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



 A-3















EXHIBIT
B TO

SENIOR INTERIM LOAN CREDIT AGREEMENT


FORM OF SENIOR INTERIM LOAN

GUARANTEE AGREEMENT


See Exhibit 10.11


















EXHIBIT C-1 TO

SENIOR INTERIM LOAN CREDIT AGREEMENT


FORM OF OPINION OF

DEBEVOISE & PLIMPTON LLP


July    , 2007


JPMorgan Chase Bank,
N.A., as

    Administrative Agent 

    under the Senior Interim Loan Credit Agreement 

    referred to below

270 Park Avenue 

New York, New York 10017


Each of the
Lenders named in Schedule I

attached hereto that are parties

to the Senior Interim Loan Credit Agreement referred to below


The ServiceMaster Company
Senior Interim Loan Credit Agreement


Ladies and Gentlemen:


We have acted as special New York counsel to (i) CDRSVM
Acquisition Co., Inc., a Delaware corporation (the “Borrower”), (ii) The
ServiceMaster Company, a Delaware corporation (the “Company”), and (iii) each
of the Subsidiary Parties referred to below, in connection with the
preparation, and execution and delivery today, of (a) the Senior
Interim Loan Credit Agreement, dated as of July 24, 2007 (the “Senior Interim
Loan Credit Agreement”), among the Borrower, the several banks and other
financial institutions parties thereto (collectively, the “Lenders”), JPMorgan
Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative
Agent”) and Citigroup Global Markets Inc., as syndication agent, and (b) the
agreements to which the Borrower, the Company or any Subsidiary Party is today
a party that are listed in Schedule II hereto (together with the Senior Interim
Loan Credit Agreement, the “Senior Interim Loan Documents”).


The opinions expressed
below are furnished to you pursuant to Section 5.1(e)(i)  of the
Senior Interim Loan Credit Agreement. 
Unless otherwise defined herein, terms defined in or defined by
reference in the Senior Interim Loan Credit Agreement and used herein shall
have the meanings assigned thereto in the Senior Interim Loan Credit
Agreement.  The term “Senior Credit
Facilities Agreements” has the meaning specified in Schedule III hereto.  The term “Investment Company Act” means the
Investment Company Act of 1940, as amended. 
The term “Loan Parties” means the Borrower, the Company and the
Subsidiary Parties.  The term “Material
Adverse Effect” means a material adverse effect on the business, operations,
property or condition 













(financial or otherwise)
of the Company and its Subsidiaries taken as a whole.  The term “Subsidiary Parties” means the
following Subsidiaries of the Company: 
(1) InStar Services Holdings, LLC, InStar Services Management, LLC, MM
Maids L.L.C., SM Clean L.L.C., TruGreen Companies L.L.C. and TruGreen LandCare
L.L.C., each a Delaware limited liability company, (2) InStar Services Group,
L.P., Merry Maids Limited Partnership, ServiceMaster Consumer Services Limited
Partnership, ServiceMaster Residential/Commercial Services Limited Partnership,
The Terminix International Company Limited Partnership and TruGreen Limited
Partnership, each a Delaware limited partnership, and (3) InStar Services
Group, Inc., ServiceMaster Consumer Services, Inc., ServiceMaster Holding
Corporation, ServiceMaster Management Corporation, Terminix International, Inc.
and TruGreen, Inc., each a Delaware corporation.


In arriving at the
opinions expressed below,


(a)           we
have examined and relied on the originals, or copies certified or otherwise
identified to our satisfaction, of the Senior Interim Loan Documents,


(b)           we
have examined and relied on such corporate, limited liability company and
limited partnership documents and records of the Borrower, the Company and its
Subsidiaries and such other instruments and certificates of public officials,
officers and representatives of the Borrower, the Company and its Subsidiaries
and other Persons as we have deemed necessary or appropriate for the purposes
of this opinion,


(c)           we
have examined and relied as to factual matters upon, and assumed the accuracy
of, the representations and warranties contained in or made pursuant to the
Senior Interim Loan Documents, and


(d)           we
have made such investigations of law as we have deemed appropriate as a basis
for this opinion.


In rendering the opinions expressed below, we have
assumed, with your permission, without independent investigation or inquiry, (a) the
authenticity of all documents submitted to us as originals, (b) the
genuineness of all signatures on all documents that we examined, (c) the
conformity to authentic originals of documents submitted to us as certified,
conformed or photostatic copies, (d) the due authorization of each
of the Senior Interim Loan Documents by each party thereto, (e) the
due execution and delivery of each of the Senior Interim Loan Documents by each
party thereto, (f) the enforceability of each Senior Interim Loan
Document against each party thereto (other than the Loan Parties), (g) the
valid existence and good standing of each Loan Party, (h) the
corporate, limited liability company, limited partnership, or other power and
authority, as applicable, of each party to each of the Senior Interim Loan
Documents to enter into and perform its obligations under such Senior Interim
Loan Document, (i) the 



 C-3
 









correctness of the legal opinion letter delivered as
of the date hereof by Richards, Layton & Finger, P.A., special Delaware
counsel to certain of the Loan Parties, (j) that the proceeds of the
Senior Interim Loans have been disbursed in whole or in part and (k) that
the Merger has been consummated.


Based upon and subject to the foregoing and the
qualifications hereinafter set forth, we are of the opinion that:


1.     Except for (a) any
consents, authorizations, approvals, notices and filings that have been
obtained or made and (b) those consents, authorizations, approvals,
notices and filings that if not made, obtained or done, would not, to our
knowledge, have a Material Adverse Effect, to our knowledge no consent or
authorization of, approval by, notice to, or filing with, any United States
federal or New York State court or governmental authority is required under
United States federal or New York State law to be obtained or made on or prior
to the date hereof by the Borrower in connection with its execution and
delivery of, or performance of its obligations under, the Senior Interim Loan
Documents to which it is a party or with its borrowings under the Senior
Interim Loan Credit Agreement, or in connection with the validity or
enforceability against it of the Senior Interim Loan Documents to which it is a
party.


2.     Except for (a) any
consents, authorizations, approvals, notices and filings that have been
obtained or made and (b) those consents, authorizations, approvals,
notices and filings that if not made, obtained or done, would not, to our knowledge,
have a Material Adverse Effect, to our knowledge no consent or authorization
of, approval by, notice to, or filing with, any United States federal or New
York State court or governmental authority is required under United States
federal or New York State law to be obtained or made on or prior to the date
hereof by the Company in connection with its execution and delivery of, or
performance of its obligations under, the Senior Interim Loan Documents to
which it is a party, or in connection with the validity or enforceability
against it of the Senior Interim Loan Documents to which it is a party.


3.     Except for (a) any
consents, authorizations, approvals, notices and filings that have been
obtained or made and (b) those consents, authorizations, approvals,
notices and filings that if not made, obtained or done, would not, to our
knowledge, have a Material Adverse Effect, to our knowledge no consent or
authorization of, approval by, notice to, or filing with, any United States
federal or New York State court or governmental authority is required under
United States federal or New York State law to be obtained or made on or prior
to the date hereof by any Subsidiary Party in connection with its execution and
delivery of, or performance of its obligations under, the Senior Interim Loan
Documents to which it is a party, or in connection with the validity or
enforceability against it of the Senior Interim Loan Documents to which it is a
party.



 C-4
 









4 (a)        Each of the Senior
Interim Loan Documents to which the Borrower is a party constitutes a valid and
binding obligation of the Borrower, enforceable against the Borrower in
accordance with its terms.


(b)   Each of the Senior Interim
Loan Documents to which the Company is a party constitutes a valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms.


(c)   Each of the Senior Interim
Loan Documents to which any Subsidiary Party is a party constitutes a valid and
binding obligation of such Subsidiary Party, enforceable against such
Subsidiary Party in accordance with its terms.


5 (a)        The execution and
delivery by the Borrower of the Senior Interim Loan Documents to which it is a
party will not violate (x) any existing United States federal or New York
State law, rule or regulation applicable to the Borrower or (y) any
contract listed in Schedule III hereto to which the Borrower is a party,
except, in each case, for such violations that, to our knowledge, would not
have a Material Adverse Effect.


(b)   The execution and delivery
by the Company of the Senior Interim Loan Documents to which it is a party will
not violate (x) any existing United States federal or New York State law,
rule or regulation applicable to the Company or (y) any contract listed in
Schedule III hereto to which the Company is a party, except, in each case, for
such violations that, to our knowledge, would not have a Material Adverse
Effect.


(c)   The execution and delivery
by any Subsidiary Party of the Senior Interim Loan Documents to which it is a
party will not violate (x) any existing United States federal or New York
State law, rule or regulation applicable to such Subsidiary Party or (y) any
contract listed in Schedule III hereto to which such Subsidiary Party is a
party, except, in each case, for such violations that, to our knowledge, would
not have a Material Adverse Effect.


6.     The Company is not an “investment
company” within the meaning of the Investment Company Act.


*     *     *


Our opinions set forth above are subject to the
effects of (i) bankruptcy, insolvency, fraudulent conveyance,
fraudulent transfer, reorganization and moratorium laws and other similar laws
relating to or affecting creditors’ rights or remedies generally, (ii) general
equitable principles (whether considered in a proceeding in equity or at law),



 C-5
 









(iii) an implied covenant of good faith,
reasonableness and fair dealing, and concepts of materiality, (iv) limitations
on the enforceability of indemnification, contribution or exculpation under
applicable laws, rules or regulations (including court decisions) or public
policy and (v) possible judicial action giving effect to foreign
laws or foreign governmental or judicial action affecting or relating to the
rights or remedies of creditors.  In
addition, applicable laws and interpretations may affect the validity or
enforceability of certain provisions of the Senior Interim Loan Documents, but
such limitations do not, in our opinion, make the remedies provided for therein
inadequate for the practical realization of the principal benefits intended to
be provided thereby (subject to the other qualifications expressed herein).


The opinion set forth in paragraph 5 as to the Senior
Credit Facilities Agreements are subject to the qualification that the Senior
Credit Facilities Agreements do not permit the creation, incurrence or
existence of any Liens (as defined the relevant Senior Credit Facilities
Agreements) that secure any indebtedness or other obligations due under the Senior
Interim Loan Credit Agreement and the Senior Interim Loan Notes.


Without limiting the foregoing, we express no opinion
as to the validity, binding effect or enforceability of any provision of any
Senior Interim Loan Document that purports to waive, release or vary any
defense, right or privilege of, or any duties owing to, any Loan Party, to the
extent that such waiver, release or variation may be limited by provisions of
applicable law, (ii) grant a right to collect any amount that a
court determines to constitute unearned interest, (iii) grant any
right of set-off with respect to any contingent or unmatured obligation, (iv) maintain
or impose any obligation to pay any amount in U.S. dollars where a final
judgment concerning such obligation is rendered in another currency, or specify
any method or rate of exchange, (v) constitute a waiver of
inconvenient forum or improper venue, or (vi) relate to the subject
matter jurisdiction of a court to adjudicate any controversy.


We express no opinion as to the effect of, or
compliance with, any federal or state laws regarding fraudulent transfers or
fraudulent conveyances or laws governing preferential transfers, or provisions
of state law restricting dividends, loans or other distributions by a
corporation, limited liability company, limited partnership or other entity to
or for the benefit of its stockholders, member, partners or other
equityholders, or any federal or state securities laws, rules or regulations,
including without limitation as to the effect thereof on the validity, binding
effect or enforceability of any of the Senior Interim Loan Documents.


We express no
opinion as to the laws of any jurisdiction other than the laws of the State of
New York and the federal laws of the United States of America, in each case
that in our experience are generally applicable to transactions of this
type.  In particular (and without
limiting the generality of the foregoing) we express no opinion as to (a) the
laws of any country (other than the federal laws of the United States of
America) or (b) the effect of such laws (whether limiting,
prohibitive or otherwise) on any of the rights or 



 C-6
 









obligations of any Loan
Party or of any other party to or beneficiary of any of the Senior Interim Loan
Documents.  We have assumed, with your
permission, that the execution and delivery of each of the Senior Interim Loan
Documents by each of the parties thereto and the performance of their
respective obligations thereunder will not be illegal or unenforceable or
violate any fundamental public policy under applicable law (other than the laws
of the State of New York and federal laws of the United States of America), and
that no such party has entered therein with the intent of avoiding or a view to
violating applicable law.  In giving the
foregoing opinion, we express no opinion as to the effect (if any) of any law
of any jurisdiction (except the State of New York) in which any Lender is
located that limits the rate of interest that such Lender may charge or
collect.


*     *     *


The opinions expressed herein are solely for your
benefit and, without our prior consent, neither our opinion nor this opinion
letter may be relied upon by any other person or publicly disclosed to any
other person.


This opinion
letter is limited to the matters stated and no opinion is implied or may be
inferred beyond the matters expressly stated herein.  The opinions expressed herein are rendered
only as of the date hereof, and we assume no responsibility to advise you of
facts, circumstances, events or developments which hereafter may be brought to
our attention and which may alter, affect or modify the opinions expressed
herein.


Very truly yours,



 C-7















EXHIBIT C-2 TO


SENIOR INTERIM
LOAN CREDIT AGREEMENT


FORM OF OPINION OF
RICHARDS, LAYTON & FINGER, P.A.

SPECIAL DELAWARE COUNSEL TO THE LOAN PARTIES


July    ,
2007


To Each of the Persons Listed
  on Schedule A Attached Hereto


Re:                               ServiceMaster
— Corporate and Transactional Opinion


Ladies and Gentlemen:


We have acted as special Delaware counsel for each of the Delaware
corporations listed on Schedule B attached hereto (collectively, the “Corporations”),
each of the Delaware limited liability companies listed on Schedule C attached
hereto (collectively, the “LLCs”), and each of the Delaware limited
partnerships listed on Schedule D attached hereto (collectively, the “Partnerships”
and, together with the Corporations and the LLCs, the “Delaware Entities”), in
connection with the matters set forth herein. 
At your request, this opinion is being furnished to you.


For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of executed or
conformed counterparts, or copies otherwise proved to our satisfaction, of the
following:


(a)           Each
of the documents listed on Schedule E attached hereto (collectively, the “Certificates
of Incorporation”);


(b)           Each
of the documents listed on Schedule F attached hereto (collectively, the “Certificates
of Formation”);


(c)           Each
of the documents listed on Schedule G attached hereto (collectively, the “Certificates
of Limited Partnership” and, together with the Certificates of Incorporation
and the Certificates of Formation, the “Organizational Certificates”);


(d)           Each
of the documents listed on Schedule H attached hereto (jointly, the “Bylaws”);


















(e)           Each
of the documents listed on Schedule I attached hereto (collectively, the “LLC
Agreements”);


(f)            Each
of the documents listed on Schedule J attached hereto (collectively, the “Partnership
Agreements” and, together with the LLC Agreements, the “Agreements”);


(g)           Each of the documents listed on
Schedule K attached hereto (collectively, the “Transaction Documents”);


(h)           Each of the documents listed on
Schedule L attached hereto collectively, the “Consents”);


(i)            A separate certificate of an officer
of each of the Delaware Entities (or its general partner, as the case may be),
each dated July 24, 2007 (collectively, the “Officers’ Certificates”), as to
certain matters; and


(j)            A Certificate of Good Standing of
each of the Delaware Entities, obtained from the Secretary of State.


The Organizational Certificates, the Bylaws, the Agreements and the
Consents are hereinafter referred to collectively as the “Organizational
Documents.”


For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (j) above.  In particular, we have not reviewed any
document (other than the documents listed in paragraphs (a) through (j) above)
that is referred to in or incorporated by reference into any document reviewed
by us.  We have assumed that there exists
no provision in any document that we have not reviewed that is inconsistent
with the opinions stated herein.  We have
conducted no independent factual investigation of our own but rather have
relied solely upon the foregoing documents, the statements and information set
forth therein and the additional matters recited or assumed herein, all of
which we have assumed to be true, complete and accurate in all material
respects.


With respect to all documents examined by us, we have assumed that (i)
all signatures on documents examined by us are genuine, (ii) all documents
submitted to us as originals are authentic, and (iii) all documents submitted
to us as copies conform with the original copies of those documents.


For purposes of this opinion, we have assumed (i) that the
Organizational Documents are in full force and effect, have not been amended
and no amendment of such documents is pending or has been proposed, (ii) that
any amendment or restatement of any document reviewed by us has been
accomplished in accordance with, and was permitted by, the relevant provisions
of said document prior to its amendment or restatement from time to time, 



 2
 









(iii) except to the extent provided in paragraphs 1
through 3 below, the due organization, formation or creation, as the case may
be, and valid existence in good standing of each party to the documents
examined by us under the laws of the jurisdiction governing its organization,
formation or creation, (iv) the legal capacity of natural persons who are
signatories to the documents examined by us, (v) except to the extent provided
in paragraphs 4 through 6 below, that each of the parties to the documents
examined by us has the power and authority to execute and deliver, and to
perform its obligations under, such documents, (vi) except to the extent
provided in paragraphs 7 through 12 below, the due authorization, execution and
delivery by all parties thereto of all documents examined by us, (vii) that
each of the Transaction Documents constitutes a legal, valid and binding
obligation of the parties thereto, and is enforceable against the parties
thereto, in accordance with its terms, and (viii) that there have been obtained
such authorizations, consents, approvals and orders as are customarily required
in the conduct of the Delaware Entities’ business.  We have not participated in the preparation
of any offering material relating to the Delaware Entities and assume no
responsibility for the contents of any such material.


This opinion is limited to the laws of the State of Delaware (excluding
the securities laws and blue sky laws of the State of Delaware), and we have
not considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto.  Our opinions are rendered only with respect
to Delaware laws and rules, regulations and orders thereunder that are
currently in effect.  In rendering the
opinions set forth herein, we express no opinion concerning the creation,
attachment, perfection or priority of any security interest, lien or other
encumbrance.


Based upon the foregoing, and upon our examination of such questions of
law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:


1              Each of the
Corporations has been duly incorporated and is validly existing in good standing
as a corporation under the General Corporation Law of the State of Delaware, 8 Del.
C. §101 et  seq. (the “GCL”).


2              Each of the LLCs
has been duly formed and is validly existing in good standing as a limited
liability company under the Delaware Limited Liability Company Act, 6 Del.
C. §18-101 et  seq. (the “LLC Act”).


3              Each of the
Partnerships has been duly formed and is validly existing in good standing as a
limited partnership under the Delaware Revised Uniform Limited Partnership Act,
6 Del. C. §17-101 et  seq. (the “LP Act”).


4              Under the GCL, the
applicable Certificate of Incorporation, the applicable Bylaws and the
applicable Consent, each of the Corporations has all necessary corporate power 



 3
 









and authority
to execute and deliver, and to perform its obligations under, the Transaction
Documents to which it is a party.


5              Under the LLC Act,
the applicable Certificate of Formation, the applicable LLC Agreement and the
applicable Consent, each of the LLCs has all necessary limited liability
company power and authority to execute and deliver, and to perform its
obligations under, the Transaction Documents to which it is a party.


6              Under the LP Act,
the applicable Certificate of Limited Partnership, the applicable Partnership
Agreement and the applicable Consent, each of the Partnerships has all
necessary partnership power and authority to execute and deliver, and to
perform its obligations under, the Transaction Documents to which it is a
party.


7              Under the GCL, the
applicable Certificate of Incorporation, the applicable Bylaws and the
applicable Consent, the execution and delivery by each of the Corporations of
the Transaction Documents to which it is a party, and the performance by such
Corporation of its obligations thereunder, have been duly authorized by all
necessary corporate action on the part of such Corporation.


8              Under the LLC Act,
the applicable Certificate of Formation, the applicable LLC Agreement and the
applicable Consent, the execution and delivery by each of the LLCs of the
Transaction Documents to which it is a party, and the performance by such LLC
of its obligations thereunder, have been duly authorized by all necessary
limited liability company action on the part of such LLC.


9              Under the LP Act,
the applicable Certificate of Limited Partnership, the applicable Partnership
Agreement and the applicable Consent, the execution and delivery by each of the
Partnerships of the Transaction Documents to which it is a party, and the
performance by such Partnership of its obligations thereunder, have been duly
authorized by all necessary partnership action on the part of such Partnership.


10            Under the GCL, the
applicable Certificate of Incorporation, the applicable Bylaws and the
applicable Consent, each of the Transaction Documents to which each of the
Corporations is a party has been duly executed by such Corporation.


11            Under the LLC Act,
the applicable Certificate of Formation, the applicable LLC Agreement and the
applicable Consent, each of the Transaction Documents to which each of the LLCs
is a party has been duly executed by such LLC.


12            Under the LP Act,
the applicable Certificate of Limited Partnership, the applicable Partnership
Agreement and the applicable Consent, each of the Transaction Documents to
which each of the Partnerships is a party has been duly executed by such
Partnership.



 4
 









13            No authorization,
consent, approval or order of any Delaware court or any Delaware governmental
or administrative body is required to be obtained by any of the Delaware
Entities solely in connection with or as a result of the execution and delivery
by the Delaware Entities of the Transaction Documents.


14            The execution,
delivery and performance by each of the Delaware Entities of the Transaction
Documents to which it is a party do not violate (i) any Delaware law, rule or
regulation, or (ii) the applicable Organizational Documents.


15            Based solely on an
inquiry on July 23, 2007, limited to, and solely to the extent reflected on the
results of computer searches of, court dockets for active cases of the Court of
Chancery of the State of Delaware in and for New Castle County, Delaware, of
the Superior Court of the State of Delaware in and for New Castle County,
Delaware, of the United States District Court for the District of Delaware, and
of the United States Bankruptcy Court sitting in the State of Delaware, except
as set forth on Exhibit M attached hereto, we are not aware of any legal or
governmental proceedings (including, without limitation, any bankruptcy or insolvency
proceedings) pending against any of the Delaware Entities.


The opinions expressed in paragraphs 10 through 12 above are based
solely upon our review of the GCL, the LLC Act, the LP Act, the Officers’
Certificates and counterpart signature pages of each of the Transaction
Documents.


We understand that you will rely as to matters of Delaware law upon
this opinion in connection with the Transaction Documents.  In addition, your successors and assigns may
rely as to matters of Delaware law upon this opinion in connection with the
matters set forth herein.  In connection
with the foregoing, we hereby consent to your and your successors’ and assigns’
relying as to matters of Delaware law upon this opinion as of its date, subject
to the understanding that the opinions herein are given on the date hereof and
such opinions are rendered only with respect to facts existing on the date
hereof and laws and rules, regulations and orders thereunder in effect as of
such date.  Except as stated above,
without our prior written consent, this opinion may not be furnished or quoted
to, or relied upon by, any other person or entity for any purpose.


Very truly yours,



 5















 


EXHIBIT D TO

SENIOR INTERIM LOAN CREDIT AGREEMENT


FORM OF U.S. TAX
COMPLIANCE CERTIFICATE


Reference is made to the Loan(s) held by the
undersigned pursuant to the Senior Interim Loan Credit Agreement, dated as of
July 24, 2007 (as amended, supplemented, waived or otherwise modified from time
to time, the “Senior Interim Loan Credit Agreement”), among CDRSVM
ACQUISITION CO., INC., a Delaware corporation (the rights and obligations of
which have been assumed by THE SERVICEMASTER COMPANY, a Delaware corporation)
(the “Borrower”), the several banks and other financial institutions
from time to time party thereto (the “Lenders”), JPMorgan Chase Bank,
N.A., as administrative agent (the “Administrative Agent”), and
Citigroup Global Markets Inc., as syndication agent.  The undersigned hereby certifies under
penalty of perjury that:


1.                                       The undersigned is the sole record
and beneficial owner of the Loan(s) (as well as any Senior Interim Loan Note(s)
evidencing such Loan(s)) registered in its name;


2.                                       The income from the Loan(s) held by
the undersigned is not effectively connected with the conduct of a trade or
business within the United States;


3.                                       The undersigned is not a bank (as
such term is used in Section 881(c)(3)(A) of the Internal Revenue Code of 1986,
as amended (the “Code”)), is not subject to regulatory or other legal
requirements as a bank in any jurisdiction, and has not been treated as a bank
for purposes of any tax, securities law or other filing or submission made to
any governmental authority, any application made to a rating agency or any
qualification for any exemption from any tax, securities law or other legal
requirements;


4.                                       The undersigned is not a 10-percent
shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the
Code; and


5.                                       The undersigned is not a controlled
foreign corporation receiving interest from a related person within the meaning
of Section 881(c)(3)(C) of the Code.


The undersigned has furnished you with a certificate
of its non-U.S. person status on Internal Revenue Service Form W-8BEN. By
executing this certificate, the undersigned agrees that (1) if the information
provided on this certificate changes, the undersigned shall so inform the
Borrower and the Administrative Agent in writing within 30 days of such change
and (2) the undersigned shall furnish the Borrower and the Administrative Agent
a properly completed and currently effective certificate in either the calendar
year in which payment is to be made by the Borrower to the undersigned, or in
either of the two calendar years preceding such payment, unless the undersigned
does 













 


not have to provide such certificate pursuant to
Section 3.11(b) of the Senior Interim Loan Credit Agreement.


Unless otherwise defined
herein, terms defined in the Senior Interim Loan Credit Agreement and used
herein shall have the meanings given to them in the Senior Interim Loan Credit
Agreement.


	
  

  	
  [NAME OF LENDER]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
  [Address]

  



 


Dated:  __________, 200[    ]


 



 D-2















EXHIBIT E TO

SENIOR INTERIM LOAN CREDIT AGREEMENT


FORM OF 

PIK TOGGLE ASSIGNMENT AND ACCEPTANCE


Reference is made to the Senior Interim Loan Credit
Agreement, dated as of July 24, 2007 (as amended, supplemented, waived or
otherwise modified from time to time, the “Senior Interim Loan Credit
Agreement”), among CDRSVM ACQUISITION CO. INC., a Delaware corporation,
(the rights and obligations of which have been assumed by THE SERVICEMASTER
COMPANY, a Delaware corporation) (the “Borrower”), the several banks and
other financial institutions from time to time party thereto (the “Lenders”),
JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative
Agent”), and Citigroup Global Markets Inc., as syndication agent.  Unless otherwise defined herein, terms
defined in the Senior Interim Loan Credit Agreement and used herein shall have
the meanings given to them in the Senior Interim Loan Credit Agreement.


                              
(the “Assignor”) and                               (the
“Assignee”) agree as follows:


1.                                       The Assignor hereby irrevocably
sells and assigns to the Assignee without recourse to the Assignor, and the
Assignee hereby irrevocably purchases and assumes from the Assignor without
recourse to the Assignor, as of the Transfer Effective Date (as defined below),
an interest (the “Assigned Interest”) as set forth in Schedule 1 in and
to the Assignor’s rights and obligations under the Senior Interim Loan Credit
Agreement and the other Loan Documents with respect to those credit facilities
provided for in the Senior Interim Loan Credit Agreement as are set forth on
Schedule 1 (individually, an “Assigned Facility”; collectively, the “Assigned
Facilities”), in a principal amount for each Assigned Facility as set forth
on Schedule 1.


2.                                       The Assignor (a) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Senior Interim Loan Credit Agreement, any other Loan Document or any other
instrument or document furnished pursuant thereto or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Senior
Interim Loan Credit Agreement, any other Loan Document or any other instrument
or document furnished pursuant thereto, other than that it is the legal and
beneficial owner of the Assigned Interest and that it has not created any
adverse claim upon the interest being assigned by it hereunder and that such
interest is free and clear of any such adverse claim; (b) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower, any of its Subsidiaries or any other
obligor or the performance or observance by the Borrower, any of its
Subsidiaries or any other obligor of any of their respective obligations under
the Senior Interim Loan Credit Agreement, any other Loan Document or any other
instrument or document furnished pursuant hereto or thereto; and (c) attaches
the Senior Interim Loan Note(s), if any, held by it evidencing the Assigned
Facilities [and requests that the Administrative Agent exchange such Senior
Interim Loan Note(s) for a new Senior Interim Loan Note or Senior Interim Loan
Notes payable to the Assignee and (if the Assignor has



 E-1
 









retained
any interest in the Assigned Facilities) a new Senior Interim Loan Note or
Senior Interim Loan Notes payable to the Assignor in the respective amounts
which reflect the assignment being made hereby (and after giving effect to any
other assignments which have become effective on the Transfer Effective Date)(1)].


3.                                       The Assignee (a) represents and
warrants that it is legally authorized to enter into this Assignment and
Acceptance; (b) confirms that it has received a copy of the Senior Interim Loan
Credit Agreement, together with copies of the financial statements referred to
in subsection 6.1 thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (c) agrees that it will, independently and
without reliance upon the Assignor, the Administrative Agent or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under the Senior Interim Loan Credit Agreement, the other Loan Documents
or any other instrument or document furnished pursuant hereto or thereto; (d)
appoints and authorizes the Administrative Agent to take such action as agent
on its behalf and to exercise such powers and discretion under the Senior
Interim Loan Credit Agreement, the other Loan Documents or any other instrument
or document furnished pursuant hereto or thereto as are delegated to the
Administrative Agent by the terms thereof, together with such powers as are
incidental thereto; (e) hereby affirms the acknowledgements and representations
of such Assignee as a Lender contained in subsection 9.6 of the Senior Interim
Loan Credit Agreement; and (f) agrees that it will be bound by the provisions
of the Senior Interim Loan Credit Agreement and will perform in accordance with
the terms of the Senior Interim Loan Credit Agreement all the obligations which
by the terms of the Senior Interim Loan Credit Agreement are required to be
performed by it as a Lender, including its obligations pursuant to subsection
10.16 of the Senior Interim Loan Credit Agreement, and, if it is organized
under the laws of a jurisdiction outside the United States, its obligations
pursuant to subsection 3.11(b) of the Senior Interim Loan Credit Agreement.


4.                                       The effective date of this
Assignment and Acceptance shall be                     ,
20[  ] (the “Transfer Effective Date”). Following the
execution of this Assignment and Acceptance, it will be delivered to the Administrative
Agent for acceptance by it and recording by the Administrative Agent pursuant
to subsection 10.6 of the Senior Interim Loan Credit Agreement, effective as of
the Transfer Effective Date (which shall not, unless otherwise agreed to by the
Administrative Agent, be earlier than five Business Days after the date of such
acceptance and recording by the Administrative Agent).






(1)                                  Notes:  should
only be requested when specifically required by the Assignee and/or the
Assignor, as the case may be.


 



 E-2
 









5.                                       Upon such acceptance and recording,
from and after the Transfer Effective Date, the Administrative Agent shall make
all payments in respect of the Assigned Interest (including payments of
principal, interest, fees and other amounts) to the Assignee whether such
amounts have accrued prior to the Transfer Effective Date or accrued subsequent
to the Transfer Effective Date.  The
Assignor and the Assignee shall make all appropriate adjustments in payments by
the Administrative Agent for periods prior to the Transfer Effective Date or
with respect to the making of this assignment directly between themselves, it
being understood that such adjustments shall include payment by the Assignee to
the Assignor for amounts received by the Assignee in respect of the interest
component on the Assigned Interest through the Transfer Effective Date..


6.                                       From and after the Transfer
Effective Date, (a) the Assignee shall be a party to the Senior Interim Loan
Credit Agreement and, to the extent provided in this Assignment and Acceptance,
have the rights and obligations of a Lender thereunder and under the other Loan
Documents and shall be bound by the provisions thereof and (b) the Assignor
shall, to the extent provided in this Assignment and Acceptance, relinquish its
rights and be released from its obligations under the Senior Interim Loan
Credit Agreement, but shall nevertheless continue to be entitled to the
benefits of subsections 3.10, 3.11, 3.12 and 10.5 and the obligations of
Section 3.13 thereof.


7.                                       Notwithstanding any other provision
hereof, if the consents of the Borrower and the Administrative Agent hereto are
required under subsection 10.6 of the Senior Interim Loan Credit Agreement,
this Assignment and Acceptance shall not be effective unless such consents
shall have been obtained.


8.                                       This Assignment and Acceptance shall
be governed by, and construed in accordance with, the law of the State of New
York.


IN WITNESS WHEREOF, the parties hereto have caused
this Assignment and Acceptance to be executed as of the date first above
written by their respective duly authorized officers on Schedule 1 hereto.



 E-3















SCHEDULE 1 to the

PIK Toggle Assignment and Acceptance


Re:  Senior
Interim Loan Credit Agreement, dated as of July 24, 2007, among CDRSVM
ACQUISITION CO., INC., a Delaware corporation (the rights and obligations of
which have been assumed by THE SERVICEMASTER COMPANY, a Delaware corporation)
(the “Borrower”), the several banks and other financial institutions
from time to time party thereto (the “Lenders”), JPMorgan Chase Bank,
N.A., as administrative agent (the “Administrative Agent”), and
Citigroup Global Markets Inc., as syndication agent.


Name of Assignor:


Name of Assignee:


Transfer Effective Date of Assignment:


	
  Credit Facility

  Assigned

  	
   

  	
  Aggregate Amount of

  Commitment/Loans

  under Credit

  Facility for all Lenders

  	
   

  	
  Amount of

  Commitment/Loans

  under Credit

  Facility Assigned

  	
   

  
	
   

  	
   

  	
          .
                      

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  [NAME OF ASSIGNEE]

  	
  [NAME OF ASSIGNOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Name:

  
	
   

  	
  Title:

  	
   

  	
  Title:

  
						



 













 


	
  Accepted for
  recording in the Register:

  	
  Consented To:

  	
   

  
	
  JPMORGAN CHASE BANK, N.A.

  	
  THE SERVICE MASTER COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  	
   

  
	
   

  	
  as administrative agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
							



 



 E-2















EXHIBIT
F TO

SENIOR INTERIM LOAN CREDIT AGREEMENT


FORM OF OFFICER’S CERTIFICATE


[Borrower]


Pursuant to subsection 5.1(f) of the Senior Interim
Loan Credit Agreement, dated as of July 24, 2007 (the “Senior Interim Loan
Credit Agreement”; terms defined therein being used herein as therein
defined), among CDRSVM ACQUISITION CO., INC., 
a Delaware corporation (the rights and obligations of which have been
assumed by THE SERVICEMASTER COMPANY, a Delaware corporation) (the “Company”),
the several banks and other financial institutions from time to time party
thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative
agent, and Citigroup Global Markets Inc., as syndication agent, the Borrower hereby certifies that:


(a)                                  The
representations and warranties made by the Company pursuant to the Senior
Interim Loan Credit Agreement or any other Loan Documents to which it is a
party or which are contained in any certificate furnished by or on behalf of
the Company pursuant to the Senior Interim Loan Credit Agreement or any other
Loan Documents are, except to the extent that they relate to a particular date,
true and correct in all material respects on and as of the date hereof, before
and after giving effect to the Loans and to the application of the proceeds therefrom,
as if made on the date hereof.


(b)                                 Attached
hereto as Annex 1 is a complete and correct copy of the Term Loan Credit
Agreement.


(c)                                  Attached
hereto as Annex 2 is a complete and correct copy of the Revolving Credit
Agreement.


[Remainder of page intentionally left blank.]



 F-1
 









IN WITNESS WHEREOF, the Company has caused this
certificate to be executed on its behalf this           
day of July, 2007.


	
  

  	
  THE SERVICEMASTER COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



 F-2















EXHIBIT G TO

SENIOR INTERIM LOAN CREDIT AGREEMENT


FORM OF SECRETARY’S
CERTIFICATE


Pursuant to subsections 5.1(h), (i) and (j) of the
Senior Interim Loan Credit Agreement, dated as of July 24, 2007 (the “Senior
Interim Loan Agreement”), among CDRSVM ACQUISITION CO., INC., a Delaware
corporation (the rights and obligations of which are to be assumed by THE
SERVICEMASTER COMPANY, a Delaware corporation), the several banks and other
financial institutions from time to time party thereto (the “Senior Interim
Loan Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative
Agent”), and Citigroup Global Markets Inc., as syndication agent,


I, the duly elected and acting [Assistant] Secretary
of [                    ]
(the “Certifying Loan Party”), hereby certify in such capacity on behalf
of the Certifying Loan Party and not in my individual capacity, as follows:


1.                                       Attached
hereto as Annex 1 is a complete and correct copy of resolutions
adopted by the Board of Directors or action of the sole or managing member or
general partner, as the case may be, of the Certifying Loan Party on
July [          ], 2007;
such resolutions have not been amended, modified, revoked or rescinded, have
been in full force and effect since their adoption to and including the date
hereof and are now in full force and effect and are the only proceedings of
such Board of Directors or sole or managing member or general partner, as the
case may be, now in force relating to or affecting the matters referred to
therein.


2.                                       Attached
hereto as Annex 2 is a complete and correct copy of the By-Laws or
the equivalent organization document of the Certifying Loan Party as in effect
on the date hereof.


3.                                       Attached
hereto as Annex 3 is a complete and correct copy of the Certificate
of Incorporation or the equivalent charter document of the Certifying Loan
Party as in effect on the date hereof.


4.                                       Each
of Debevoise & Plimpton LLP and Richards Layton & Finger, P.A. is
entitled to rely on this certificate in connection with the opinions that it is
rendering pursuant to section 5.1 of the Senior Interim Loan Agreement.


5.                                       The
following persons are now duly elected and qualified officers of the Certifying
Loan Party holding the offices indicated next to their respective names below,
and the signatures appearing opposite their respective names below are the true
and genuine signatures of such officers, and each of such officers is duly
authorized to execute and deliver on behalf of the Certifying Loan Party each
of the Loan Documents (as defined in the Senior Interim Loan Agreement) to
which it is a party and any certificate or other document to be delivered by
the Certifying Loan Party pursuant to the Loan Documents (as defined in the
Senior Interim Loan Agreement) to which it is a party.



 G-1
 









[remainder of page intentionally left blank]



 G-2
 









 


	
  Name

  	
   

  	
  Office

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 G-3















IN WITNESS WHEREOF, the Certifying Loan Party has
caused this certificate to be executed on its behalf by its [Assistant]
Secretary, this               
day of July, 2007.


	
  

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


I, [                  ],
am the duly elected and acting
[          ] of the
Certifying Loan Party, and do hereby certify in such capacity on behalf of the
Certifying Loan Party and not in my individual capacity that
[          ] is the duly
elected, qualified and acting [Assistant] Secretary of the Certifying Loan
Party and that the signature appearing above is his genuine signature.


IN WITNESS WHEREOF, the Certifying Loan Party has
caused this certificate to be executed on its behalf this               
day of July, 2007.


	
  

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 













ANNEX 1

TO EXHIBIT G


Board Resolutions













ANNEX 2

TO EXHIBIT G


By-Laws













ANNEX 3

TO EXHIBIT G


Certificate of
Incorporation


















EXHIBIT H TO

SENIOR INTERIM LOAN CREDIT AGREEMENT


 


FORM
OF SENIOR REFINANCING INDENTURE


THE SERVICEMASTER COMPANY


and


the Subsidiary Guarantors from
time to time parties hereto


and


[Insert name
of institution appointed as Trustee]

as Trustee


 






 


INDENTURE


DATED AS OF [JULY 24, 2008]


 






 


10.75%/11.50% SENIOR TOGGLE NOTES DUE 2015


















TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
  ARTICLE I

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DEFINITIONS AND
  OTHER PROVISIONS OF GENERAL APPLICATION

  	
   

  	
   

  
	
  Section 101.

  	
   

  	
  Definitions

  	
   

  	
  H-1

  
	
  Section 102.

  	
   

  	
  Other Definitions

  	
   

  	
  H-43

  
	
  Section 103.

  	
   

  	
  Rules of Construction

  	
   

  	
  H-44

  
	
  Section 104.

  	
   

  	
  Incorporation by Reference of TIA

  	
   

  	
  H-45

  
	
  Section 105.

  	
   

  	
  Conflict with TIA

  	
   

  	
  H-45

  
	
  Section 106.

  	
   

  	
  Compliance Certificates and
  Opinions

  	
   

  	
  H-45

  
	
  Section 107.

  	
   

  	
  Form of Documents Delivered to
  Trustee

  	
   

  	
  H-46

  
	
  Section 108.

  	
   

  	
  Acts of Noteholders; Record Dates

  	
   

  	
  H-46

  
	
  Section 109.

  	
   

  	
  Notices, etc., to Trustee and
  Company

  	
   

  	
  H-49

  
	
  Section 110.

  	
   

  	
  Notices to Holders; Waiver

  	
   

  	
  H-49

  
	
  Section 111.

  	
   

  	
  Effect of Headings and Table of
  Contents

  	
   

  	
  H-50

  
	
  Section 112.

  	
   

  	
  Successors and Assigns

  	
   

  	
  H-50

  
	
  Section 113.

  	
   

  	
  Separability Clause

  	
   

  	
  H-50

  
	
  Section 114.

  	
   

  	
  Benefits of Indenture

  	
   

  	
  H-50

  
	
  Section 115.

  	
   

  	
  Governing Law

  	
   

  	
  H-50

  
	
  Section 116.

  	
   

  	
  Legal Holidays

  	
   

  	
  H-50

  
	
  Section 117.

  	
   

  	
  No Personal Liability of Directors, Officers, Employees, Incorporators
  and Stockholders

  	
   

  	
  H-51

  
	
  Section 118.

  	
   

  	
  Exhibits and Schedules

  	
   

  	
  H-51

  
	
  Section 119.

  	
   

  	
  Counterparts

  	
   

  	
  H-51

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NOTE FORMS

  	
   

  	
   

  
	
  Section 201.

  	
   

  	
  Forms Generally

  	
   

  	
  H-51

  
	
  Section 202.

  	
   

  	
  Form of Trustee’s Certificate of
  Authentication

  	
   

  	
  H-53

  
	
  Section 203.

  	
   

  	
  Restrictive and Global Note Legends

  	
   

  	
  H-53

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE NOTES

  	
   

  	
   

  
	
  Section 301.

  	
   

  	
  Title and Terms

  	
   

  	
  H-57

  
	
  Section 302.

  	
   

  	
  Denominations

  	
   

  	
  H-59

  
	
  Section 303.

  	
   

  	
  Execution, Authentication and
  Delivery and Dating

  	
   

  	
  H-59

  
	
  Section 304.

  	
   

  	
  Temporary Notes

  	
   

  	
  H-60

  
	
  Section 305.

  	
   

  	
  Registrar and Paying Agent

  	
   

  	
  H-60

  



 



 H-i
 









 


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 306.

  	
   

  	
  Mutilated, Destroyed, Lost and
  Stolen Notes

  	
   

  	
  H-62

  
	
  Section 307.

  	
   

  	
  Payment of Interest Rights
  Preserved

  	
   

  	
  H-63

  
	
  Section 308.

  	
   

  	
  Persons Deemed Owners

  	
   

  	
  H-64

  
	
  Section 309.

  	
   

  	
  Cancellation

  	
   

  	
  H-64

  
	
  Section 310.

  	
   

  	
  Computation of Interest

  	
   

  	
  H-64

  
	
  Section 311.

  	
   

  	
  CUSIP Numbers, ISINs, etc

  	
   

  	
  H-64

  
	
  Section 312.

  	
   

  	
  Book-Entry Provisions for Global
  Notes

  	
   

  	
  H-65

  
	
  Section 313.

  	
   

  	
  Special Transfer Provisions

  	
   

  	
  H-67

  
	
  Section 314.

  	
   

  	
  Payment of Additional Interest

  	
   

  	
  H-70

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COVENANTS

  	
   

  	
   

  
	
  Section 401.

  	
   

  	
  Payment of Principal, Premium and
  Interest

  	
   

  	
  H-70

  
	
  Section 402.

  	
   

  	
  Maintenance of Office or Agency

  	
   

  	
  H-70

  
	
  Section 403.

  	
   

  	
  Money for Payments to Be Held in
  Trust

  	
   

  	
  H-71

  
	
  Section 404.

  	
   

  	
  [Reserved.]

  	
   

  	
  H-72

  
	
  Section 405.

  	
   

  	
  SEC Reports

  	
   

  	
  H-72

  
	
  Section 406.

  	
   

  	
  Statement as to Default

  	
   

  	
  H-73

  
	
  Section 407.

  	
   

  	
  Limitation on Indebtedness

  	
   

  	
  H-73

  
	
  Section 408.

  	
   

  	
  [Reserved]

  	
   

  	
  H-77

  
	
  Section 409.

  	
   

  	
  Limitation on Restricted Payments

  	
   

  	
  H-77

  
	
  Section 410.

  	
   

  	
  Limitation on Restrictions on
  Distributions from Restricted Subsidiaries

  	
   

  	
  H-81

  
	
  Section 411.

  	
   

  	
  Limitation on Sales of Assets and
  Subsidiary Stock

  	
   

  	
  H-83

  
	
  Section 412.

  	
   

  	
  Limitation on Transactions with
  Affiliates

  	
   

  	
  H-86

  
	
  Section 413.

  	
   

  	
  Limitation on Liens

  	
   

  	
  H-88

  
	
  Section 414.

  	
   

  	
  Future Subsidiary Guarantors

  	
   

  	
  H-88

  
	
  Section 415.

  	
   

  	
  Purchase of Notes Upon a Change of
  Control

  	
   

  	
  H-88

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SUCCESSORS

  	
   

  	
   

  
	
  Section 501.

  	
   

  	
  When the Company May Merge, etc

  	
   

  	
  H-90

  
	
  Section 502.

  	
   

  	
  Successor Company Substituted

  	
   

  	
  H-91

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REMEDIES

  	
   

  	
   

  
	
  Section 601.

  	
   

  	
  Events of Default

  	
   

  	
  H-91

  
	
  Section 602.

  	
   

  	
  Acceleration of Maturity;
  Rescission and Annulment

  	
   

  	
  H-93

  
	
  Section 603.

  	
   

  	
  Other Remedies; Collection Suit by
  Trustee

  	
   

  	
  H-94

  
	
  Section 604.

  	
   

  	
  Trustee May File Proofs of Claim

  	
   

  	
  H-94

  
	
  Section 605.

  	
   

  	
  Trustee May Enforce Claims Without
  Possession of Notes

  	
   

  	
  H-95

  
	
  Section 606.

  	
   

  	
  Application of Money Collected

  	
   

  	
  H-95

  



 



 H-ii
 









 


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 607.

  	
   

  	
  Limitation on Suits

  	
   

  	
  H-95

  
	
  Section 608.

  	
   

  	
  Unconditional Right of Holders to
  Receive Principal and Interest

  	
   

  	
  H-96

  
	
  Section 609.

  	
   

  	
  Restoration of Rights and Remedies

  	
   

  	
  H-96

  
	
  Section 610.

  	
   

  	
  Rights and Remedies Cumulative

  	
   

  	
  H-96

  
	
  Section 611.

  	
   

  	
  Delay or Omission Not Waiver

  	
   

  	
  H-96

  
	
  Section 612.

  	
   

  	
  Control by Holders

  	
   

  	
  H-96

  
	
  Section 613.

  	
   

  	
  Waiver of Past Defaults

  	
   

  	
  H-97

  
	
  Section 614.

  	
   

  	
  Undertaking for Costs

  	
   

  	
  H-97

  
	
  Section 615.

  	
   

  	
  Waiver of Stay, Extension or Usury
  Laws

  	
   

  	
  H-98

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE TRUSTEE

  	
   

  	
   

  
	
  Section 701.

  	
   

  	
  Certain Duties and Responsibilities

  	
   

  	
  H-98

  
	
  Section 702.

  	
   

  	
  Notice of Defaults

  	
   

  	
  H-99

  
	
  Section 703.

  	
   

  	
  Certain Rights of Trustee

  	
   

  	
  H-99

  
	
  Section 704.

  	
   

  	
  Not Responsible for Recitals or
  Issuance of Notes

  	
   

  	
  H-100

  
	
  Section 705.

  	
   

  	
  May Hold Notes

  	
   

  	
  H-100

  
	
  Section 706.

  	
   

  	
  Money Held in Trust

  	
   

  	
  H-100

  
	
  Section 707.

  	
   

  	
  Compensation and Reimbursement

  	
   

  	
  H-101

  
	
  Section 708.

  	
   

  	
  Conflicting Interests

  	
   

  	
  H-101

  
	
  Section 709.

  	
   

  	
  Corporate Trustee Required;
  Eligibility

  	
   

  	
  H-101

  
	
  Section 710.

  	
   

  	
  Resignation and Removal;
  Appointment of Successor

  	
   

  	
  H-101

  
	
  Section 711.

  	
   

  	
  Acceptance of Appointment by
  Successor

  	
   

  	
  H-103

  
	
  Section 712.

  	
   

  	
  Merger, Conversion, Consolidation
  or Succession to Business

  	
   

  	
  H-103

  
	
  Section 713.

  	
   

  	
  Preferential Collection of Claims
  Against the Company

  	
   

  	
  H-103

  
	
  Section 714.

  	
   

  	
  Appointment of Authenticating Agent

  	
   

  	
  H-103

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HOLDERS’ LISTS
  AND REPORTS BY TRUSTEE AND THE COMPANY

  	
   

  	
   

  
	
  Section 801.

  	
   

  	
  The Company to Furnish Trustee
  Names and Addresses of Holders

  	
   

  	
  H-104

  
	
  Section 802.

  	
   

  	
  Preservation of Information;
  Communications to Holders

  	
   

  	
  H-104

  
	
  Section 803.

  	
   

  	
  Reports by Trustee

  	
   

  	
  H-104

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AMENDMENT,
  SUPPLEMENT OR WAIVER

  	
   

  	
   

  
	
  Section 901.

  	
   

  	
  Without Consent of Holders

  	
   

  	
  H-105

  
	
  Section 902.

  	
   

  	
  With Consent of Holders

  	
   

  	
  H-105

  
	
  Section 903.

  	
   

  	
  Execution of Amendments,
  Supplements or Waivers

  	
   

  	
  H-106

  
	
  Section 904.

  	
   

  	
  Revocation and Effect of Consents

  	
   

  	
  H-107

  
	
  Section 905.

  	
   

  	
  Conformity with TIA

  	
   

  	
  H-107

  
	
  Section 906.

  	
   

  	
  Notation on or Exchange of Notes

  	
   

  	
  H-107

  



 



 H-iii
 









 


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REDEMPTION OF
  NOTES

  	
   

  	
   

  
	
  Section 1001.

  	
   

  	
  Right of Redemption

  	
   

  	
  H-108

  
	
  Section 1002.

  	
   

  	
  Applicability of Article

  	
   

  	
  H-110

  
	
  Section 1003.

  	
   

  	
  Election to Redeem; Notice to
  Trustee

  	
   

  	
  H-110

  
	
  Section 1004.

  	
   

  	
  Selection by Trustee of Notes to Be
  Redeemed

  	
   

  	
  H-110

  
	
  Section 1005.

  	
   

  	
  Notice of Redemption

  	
   

  	
  H-110

  
	
  Section 1006.

  	
   

  	
  Deposit of Redemption Price

  	
   

  	
  H-111

  
	
  Section 1007.

  	
   

  	
  Notes Payable on Redemption Date

  	
   

  	
  H-111

  
	
  Section 1008.

  	
   

  	
  Mandatory Redemption

  	
   

  	
  H-112

  
	
  Section 1009.

  	
   

  	
  Notes Redeemed in Part

  	
   

  	
  H-112

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SATISFACTION AND
  DISCHARGE

  	
   

  	
   

  
	
  Section 1101.

  	
   

  	
  Satisfaction and Discharge of
  Indenture

  	
   

  	
  H-113

  
	
  Section 1102.

  	
   

  	
  Application of Trust Money

  	
   

  	
  H-114

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DEFEASANCE OR
  COVENANT DEFEASANCE

  	
   

  	
   

  
	
  Section 1201.

  	
   

  	
  The Company’s Option to Effect
  Defeasance or Covenant Defeasance

  	
   

  	
  H-114

  
	
  Section 1202.

  	
   

  	
  Defeasance and Discharge

  	
   

  	
  H-114

  
	
  Section 1203.

  	
   

  	
  Covenant Defeasance

  	
   

  	
  H-115

  
	
  Section 1204.

  	
   

  	
  Conditions to Defeasance or
  Covenant Defeasance

  	
   

  	
  H-115

  
	
  Section 1205.

  	
   

  	
  Deposited Money and U.S. Government Obligations to Be Held in Trust;
  Other Miscellaneous Provisions

  	
   

  	
  H-117

  
	
  Section 1206.

  	
   

  	
  Reinstatement

  	
   

  	
  H-117

  
	
  Section 1207.

  	
   

  	
  Repayment to the Company

  	
   

  	
  H-118

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SUBSIDIARY
  GUARANTEES

  	
   

  	
   

  
	
  Section 1301.

  	
   

  	
  Guarantees Generally

  	
   

  	
  H-118

  
	
  Section 1302.

  	
   

  	
  Continuing Guarantees

  	
   

  	
  H-120

  
	
  Section 1303.

  	
   

  	
  Release of Subsidiary Guarantees

  	
   

  	
  H-120

  
	
  Section 1304.

  	
   

  	
  [Reserved]

  	
   

  	
  H-121

  
	
  Section 1305.

  	
   

  	
  Waiver of Subrogation

  	
   

  	
  H-121

  
	
  Section 1306.

  	
   

  	
  Notation Not Required

  	
   

  	
  H-121

  
	
  Section 1307.

  	
   

  	
  Successors and Assigns of
  Subsidiary Guarantors

  	
   

  	
  H-121

  
	
  Section 1308.

  	
   

  	
  Execution and Delivery of
  Subsidiary Guarantees

  	
   

  	
  H-121

  
	
  Section 1309.

  	
   

  	
  Notices

  	
   

  	
  H-122

  



 



 H-iv
 









 


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit A

  	
   

  	
  Form of Initial Note

  	
   

  	
   

  
	
  Exhibit B

  	
   

  	
  Form of Exchange Note

  	
   

  	
   

  
	
  Exhibit C

  	
   

  	
  Form of Certificate of Beneficial Ownership

  	
   

  	
   

  
	
  Exhibit D

  	
   

  	
  Form of Regulation S Certificate

  	
   

  	
   

  
	
  Exhibit E

  	
   

  	
  Form of Supplemental Indenture in Respect of
  Subsidiary Guarantees

  	
   

  	
   

  
	
  Exhibit F

  	
   

  	
  Form of Certificate from Acquiring Institutional
  Accredited Investors

  	
   

  	
   

  



 



 H-v
 









Certain Sections of this
Indenture relating to Sections 310 through 318

inclusive of the Trust Indenture Act of 1939:


 


	
  Trust
  Indenture Act Section

  	
   

  	
  Indenture Section

  
	
   

  	
   

  	
   

  
	
  § 310(a)(1)

  	
   

  	
  709

  
	
  (a)(2)

  	
   

  	
  709

  
	
  (a)(3)

  	
   

  	
  Not Applicable

  
	
  (a)(4)

  	
   

  	
  Not Applicable

  
	
  (b)

  	
   

  	
  708

  
	
  § 311(a)

  	
   

  	
  713

  
	
  (b)

  	
   

  	
  713

  
	
  (b)(2)

  	
   

  	
  803

  
	
  § 312(a)

  	
   

  	
  801

  
	
   

  	
   

  	
  802

  
	
  (b)

  	
   

  	
  802

  
	
  (c)

  	
   

  	
  802

  
	
  § 313(a)

  	
   

  	
  803

  
	
  (b)

  	
   

  	
  803

  
	
  (c)

  	
   

  	
  803

  
	
  (d)

  	
   

  	
  803

  
	
  § 314(a)

  	
   

  	
  405

  
	
  (a)(4)

  	
   

  	
  106

  
	
   

  	
   

  	
  406

  
	
  (b)

  	
   

  	
  Not Applicable

  
	
  (c)(1)

  	
   

  	
  106

  
	
  (c)(2)

  	
   

  	
  106

  
	
  (c)(3)

  	
   

  	
  Not Applicable

  
	
  (d)

  	
   

  	
  Not Applicable

  
	
  (e)

  	
   

  	
  106

  
	
  § 315(a)

  	
   

  	
  701

  
	
  (b)

  	
   

  	
  702

  
	
   

  	
   

  	
  803

  
	
  (c)

  	
   

  	
  701

  
	
  (d)

  	
   

  	
  701

  
	
  (d)(1)

  	
   

  	
  701

  
	
  (d)(2)

  	
   

  	
  701

  
	
  (d)(3)

  	
   

  	
  612

  
	
  (e)

  	
   

  	
  614

  



 



 H-vi
 









 


	
  Trust
  Indenture Act Section

  	
   

  	
  Indenture Section

  
	
   

  	
   

  	
   

  
	
  § 316(a)

  	
   

  	
  612

  
	
   

  	
   

  	
  613

  
	
  (a)(1)(A)

  	
   

  	
  602

  
	
   

  	
   

  	
  612

  
	
  (a)(1)(B)

  	
   

  	
  613

  
	
  (a)(2)

  	
   

  	
  Not Applicable

  
	
  (b)

  	
   

  	
  608

  
	
  (c)

  	
   

  	
  104

  
	
  § 317(a)(1)

  	
   

  	
  603

  
	
  (a)(2)

  	
   

  	
  604

  
	
  (b)

  	
   

  	
  403

  
	
  § 318(a)

  	
   

  	
  105

  



 






This cross-reference table shall not for any purpose be deemed to be
part of this Indenture.



 H-vii















INDENTURE, dated as of [July 24, 2008] (as amended,
supplemented or otherwise modified from time to time, this “Indenture”),
among the Company (as defined herein), the Subsidiary Guarantors from time to
time parties hereto, and [Insert name of institution
appointed as Trustee], as Trustee.


RECITALS
OF THE COMPANY


The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance of the Notes.


All things necessary to make the Original Notes, when
executed and delivered by the Company and authenticated and delivered by the
Trustee hereunder and duly issued by the Company, the valid obligations of the
Company, and to make this Indenture a valid agreement of the Company in
accordance with the terms of the Original Notes and this Indenture, have been
done.


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


For and in consideration of the premises and the
purchase of the Notes by the Holders thereof, it is mutually agreed, for the
benefit of all Holders of the Notes, as follows:


ARTICLE
I


DEFINITIONS
AND OTHER PROVISIONS

OF GENERAL APPLICATION


Section 101           Definitions.


“Acquired Indebtedness” means Indebtedness of a
Person (i) existing at the time such Person
becomes a Subsidiary or (ii) assumed
in connection with the acquisition of assets from such Person, in each case
other than Indebtedness Incurred in connection with, or in contemplation of,
such Person becoming a Subsidiary or such acquisition.  Acquired Indebtedness shall be deemed to be
Incurred on the date of the related acquisition of assets from any Person or
the date the acquired Person becomes a Subsidiary.


“Acquisition Co.” means
CDRSVM Acquisition Co., Inc., a Delaware corporation.


“Additional Assets” means (i) any
property or assets that replace the property or assets that are the subject of
an Asset Disposition; (ii) any
property or assets (other than Indebtedness and Capital Stock) used or to be
used by the Company or a Restricted Subsidiary or otherwise useful in a Related
Business (including any capital expenditures on any property or assets already
so used); (iii) the Capital Stock of a Person that is
engaged in a Related Business and becomes a Restricted Subsidiary as a result
of the acquisition of such Capital Stock by the Company or another Restricted
Subsidiary; or (iv) Capital Stock of any
Person that at such time is a Restricted Subsidiary acquired from a third
party.













“Additional Notes” means any of the Company’s
10.75%/11.50% Senior Toggle Notes due 2015 issued under this Indenture in
addition to the Original Notes (other than any Notes issued pursuant to Section 304,
305, 306, 312(c), 312(d) or 1009, or issued
in connection with the payment of PIK Interest).


“Affiliate” of any specified Person means any
other Person, directly or indirectly, controlling or controlled by or under
direct or indirect common control with such specified Person.  For the purposes of this definition, “control”
when used with respect to any Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.


“Asset Disposition” means
any sale, lease, transfer or other disposition of shares of Capital Stock of a
Restricted Subsidiary (other than directors’ qualifying shares, or (in the case
of a Foreign Subsidiary) to the extent required by applicable law), property or
other assets (each referred to for the purposes of this definition as a “disposition”)
by the Company or any of its Restricted Subsidiaries (including any disposition
by means of a merger, consolidation or similar transaction), other than (i) a disposition to the Company or a
Restricted Subsidiary, (ii) a
disposition in the ordinary course of business, (iii) a disposition of Cash Equivalents, Investment
Grade Securities or Temporary Cash Investments, (iv) the sale or discount (with or without recourse, and
on customary or commercially reasonable terms) of accounts receivable or notes
receivable arising in the ordinary course of business, or the conversion or
exchange of accounts receivable for notes receivable, (v) any Restricted Payment
Transaction, (vi) a
disposition that is governed by Article V, (vii) any Financing Disposition, (viii) any “fee in lieu” or other
disposition of assets to any governmental authority or agency that continue in
use by the Company or any Restricted Subsidiary, so long as the Company or any
Restricted Subsidiary may obtain title to such assets upon reasonable notice by
paying a nominal fee, (ix) any
exchange of property pursuant to or intended to qualify under Section 1031
(or any successor section) of the Code, or any exchange of equipment to be
leased, rented or otherwise used in a Related Business, (x) any financing transaction with
respect to property built or acquired by the Company or any Restricted
Subsidiary after the Closing Date, including without limitation any
sale/leaseback transaction or asset securitization, (xi) any disposition arising from foreclosure,
condemnation or similar action with respect to any property or other assets, or
exercise of termination rights under any lease, license, concession or other
agreement, or pursuant to buy/sell arrangements under any joint venture or
similar agreement or arrangement, (xii) any
disposition of Capital Stock, Indebtedness or other securities of an
Unrestricted Subsidiary, (xiii) a
disposition of Capital Stock of a Restricted Subsidiary pursuant to an
agreement or other obligation with or to a Person (other than the Company or a
Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or
from whom such Restricted Subsidiary acquired its business and assets (having
been newly formed in connection with such acquisition), entered into in connection
with such acquisition, (xiv) a
disposition of not more than 5% of the outstanding Capital Stock of a Foreign
Subsidiary that has been approved by the Board of Directors, (xv) any disposition or series of
related dispositions for aggregate consideration not to exceed
$30.0 million, (xvi) any
Exempt Sale and



 H-2
 









Leaseback
Transaction or (xvii) the
abandonment or other disposition of patents, trademarks or other intellectual
property that are, in the reasonable judgment of the Company, no longer
economically practicable to maintain or useful in the conduct of the business
of the Company and its Subsidiaries taken as a whole.


“Authenticating Agent” means any Person
authorized by the Trustee pursuant to Section 714 to act on behalf
of the Trustee to authenticate Notes of one or more series.


“Bank Indebtedness” means any and all amounts,
whether outstanding on the Closing Date or thereafter incurred, payable under
or in respect of any Credit Facility, including without limitation any
principal, premium, interest (including interest accruing on or after the
filing of any petition in bankruptcy or for reorganization relating to the
Company or any Restricted Subsidiary whether or not a claim for post-filing
interest is allowed in such proceedings), fees, charges, expenses,
reimbursement obligations, guarantees, other monetary obligations of any nature
and all other amounts payable thereunder or in respect thereof.


“Board of Directors” means, for any Person, the
board of directors or other governing body of such Person or, if such Person
does not have such a board of directors or other governing body and is owned or
managed by a single entity, the Board of Directors of such entity, or, in
either case, any committee thereof duly authorized to act on behalf of such Board
of Directors.  Unless otherwise provided,
“Board of Directors” means the Board of Directors of the Company.


“Business Day” means a day other than a
Saturday, Sunday or other day on which commercial banking institutions are
authorized or required by law to close in New York City (or any other city in
which a Paying Agent maintains its office).


“Capital Markets Securities” means bonds,
debentures, notes or other similar debt securities of the Company or any
Subsidiary Guarantor (other than the Notes).


“Capital Stock” of any Person means any and all
shares of, rights to purchase, warrants or options for, or other equivalents of
or interests in (however designated) equity of such Person, including any
Preferred Stock, but excluding any debt securities convertible into such
equity.


“Capitalized Lease Obligation” means an
obligation that is required to be classified and accounted for as a capitalized
lease for financial reporting purposes in accordance with GAAP.  The Stated Maturity of any Capitalized Lease
Obligation shall be the date of the last payment of rent or any other amount
due under the related lease.


“Captive Insurance Subsidiary” means any of (a) Steward Insurance Company, a Vermont corporation,
and any successor in interest thereto, so long as such Person either (x) satisfies the requirements of clause (c) below
or (y) does not enter into any new
insurance policies after the Closing Date insuring risks of any Persons other
than the Company and its Subsidiaries, (b) any
Subsidiary of any Captive Insurance Subsidiary referred to in clause (a)



 H-3
 









above and (c) any Subsidiary of the Company that is subject to
regulation as an insurance company (or any Subsidiary thereof).


“Cash Equivalents” means
any of the following:  (a) money, (b) securities issued or fully guaranteed or insured by
the United States of America or a member state of The European Union or any
agency or instrumentality of any thereof, (c) time
deposits, certificates of deposit or bankers’ acceptances of (i) any lender under a Senior Credit
Agreement or any affiliate thereof or (ii) any
commercial bank having capital and surplus in excess of $500,000,000 and the
commercial paper of the holding company of which is rated at least A-2 or
the equivalent thereof by S&P or at least P-2 or the equivalent
thereof by Moody’s (or if at such time neither is issuing ratings, then a
comparable rating of another nationally recognized rating agency), (d) money market instruments,
commercial paper or other short-term obligations rated at least A-2 or
the equivalent thereof by S&P or at least P-2 or the equivalent
thereof by Moody’s (or if at such time neither is issuing ratings, then a
comparable rating of another nationally recognized rating agency), (e) investments in money market funds
subject to the risk limiting conditions of Rule 2a-7 or any
successor rule of the SEC under the Investment Company Act of 1940, as amended
and (f) investments similar
to any of the foregoing denominated in foreign currencies approved by the Board
of Directors.


“CD&R” means Clayton, Dubilier & Rice,
Inc.


“CD&R Investors”
means, collectively, (i) Clayton,
Dubilier & Rice Fund VII, L.P., or any legal successor thereto, (ii) Clayton, Dubilier & Rice
Fund VII (Co-Investment), L.P., or any legal successor thereto, (iii) CDR
SVM Co-Investor L.P., or any legal successor thereto, (iv) CD&R
Parallel Fund VII, L.P., or any legal successor thereto, and (v) any Affiliate of any CD&R
Investor.


“Change of Control”
means:


(i)                       any “person”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act),
other than one or more Permitted Holders or a Parent, becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act), directly or indirectly, of more than 50% of the total voting power of the
Voting Stock of the Company, provided that (x) so long
as the Company is a Subsidiary of any Parent, no “person” shall be deemed to be
or become a “beneficial owner” of more than 50% of the total voting power of
the Voting Stock of the Company unless such “person” shall be or become a “beneficial
owner” of more than 50% of the total voting power of the Voting Stock of such
Parent and (y) any Voting Stock of which any
Permitted Holder is the “beneficial owner” shall not in any case be included in
any Voting Stock of which any such “person” is the “beneficial owner”; or


(ii)                    the Company
merges or consolidates with or into, or sells or transfers (in one or a series
of related transactions) all or substantially all of the assets of the Company
and its Restricted Subsidiaries to, another Person (other than one or more
Permitted Holders) and any “person” (as defined in clause (i) above),
other than one or more Permitted Holders or any Parent, is or becomes the “beneficial
owner” (as so defined), directly or indirectly, of more than 50% of the



 H-4
 









total voting power
of the Voting Stock of the surviving Person in such merger or consolidation, or
the transferee Person in such sale or transfer of assets, as the case may be, provided that (x) so long as such surviving or transferee Person is a Subsidiary
of a parent Person, no “person” shall be deemed to be or become a “beneficial
owner” of more than 50% of the total voting power of the Voting Stock of such
surviving or transferee Person unless such “person” shall be or become a “beneficial
owner” of more than 50% of the total voting power of the Voting Stock of such
parent Person and (y) any
Voting Stock of which any Permitted Holder is the “beneficial owner” shall not
in any case be included in any Voting Stock of which any such “person” is the
beneficial owner.


Notwithstanding anything to the contrary in the
foregoing, the Transactions shall not constitute or give rise to a “Change of
Control.”


“Clearstream” means Clearstream Banking,
société anonyme, or any successor securities clearing agency.


“Closing Date”
means July 24, 2007.


“Code” means
the Internal Revenue Code of 1986, as amended.


“Commodities Agreement” means, in respect of a
Person, any commodity futures contract, forward contract, option or similar
agreement or arrangement (including derivative agreements or arrangements), as
to which such Person is a party or beneficiary.


“Company” means (i) Acquisition
Co. until its merger with ServiceMaster, and thereafter (ii) ServiceMaster,
and any successor in interest thereto.


“Company Request” and “Company Order”
mean, respectively, a written request, order or consent signed in the name of
the Company by an Officer of the Company.


“Consolidated Coverage Ratio” as of any date of
determination means the ratio of (i) the
aggregate amount of Consolidated EBITDA for the period of the most recent four
consecutive fiscal quarters ending prior to the date of such determination for
which consolidated financial statements of the Company are available to (ii) Consolidated Interest Expense
for such four fiscal quarters (in each of the foregoing clauses (i) and
(ii), determined for each fiscal quarter (or portion thereof) of the four
fiscal quarters ending prior to the Closing Date, on a pro forma basis to give
effect to the Merger as if it had occurred at the beginning of such
four-quarter period); provided that


(1)                    if since the
beginning of such period the Company or any Restricted Subsidiary has Incurred
any Indebtedness that remains outstanding on such date of determination or if
the transaction giving rise to the need to calculate the Consolidated Coverage
Ratio is an Incurrence of Indebtedness, Consolidated EBITDA and Consolidated
Interest Expense for such period shall be calculated after giving effect on a
pro forma basis to such Indebtedness as if such Indebtedness had been Incurred
on the first day of such period (except that in making such



 H-5
 









computation, the
amount of Indebtedness under any revolving credit facility outstanding on the
date of such calculation shall be computed based on (A) the
average daily balance of such Indebtedness during such four fiscal quarters or
such shorter period for which such facility was outstanding or (B) if such facility was created after the end of such
four fiscal quarters, the average daily balance of such Indebtedness during the
period from the date of creation of such facility to the date of such
calculation),


(2)                    if since the
beginning of such period the Company or any Restricted Subsidiary has repaid,
repurchased, redeemed, defeased or otherwise acquired, retired or discharged
any Indebtedness that is no longer outstanding on such date of determination
(each, a “Discharge”) or if the transaction giving rise to the need to
calculate the Consolidated Coverage Ratio involves a Discharge of Indebtedness
(in each case other than Indebtedness Incurred under any revolving credit
facility unless such Indebtedness has been permanently repaid), Consolidated
EBITDA and Consolidated Interest Expense for such period shall be calculated
after giving effect on a pro forma basis to such Discharge of such
Indebtedness, including with the proceeds of such new Indebtedness, as if such
Discharge had occurred on the first day of such period,


(3)                    if since the
beginning of such period the Company or any Restricted Subsidiary shall have
disposed of any company, any business or any group of assets constituting an
operating unit of a business (any such disposition, a “Sale”), the
Consolidated EBITDA for such period shall be reduced by an amount equal to the
Consolidated EBITDA (if positive) attributable to the assets that are the
subject of such Sale for such period or increased by an amount equal to the
Consolidated EBITDA (if negative) attributable thereto for such period and
Consolidated Interest Expense for such period shall be reduced by an amount
equal to (A) the Consolidated Interest
Expense attributable to any Indebtedness of the Company or any Restricted
Subsidiary repaid, repurchased, redeemed, defeased or otherwise acquired,
retired or discharged with respect to the Company and its continuing Restricted
Subsidiaries in connection with such Sale for such period (including but not
limited to through the assumption of such Indebtedness by another Person) plus
(B) if the Capital Stock of any
Restricted Subsidiary is sold, the Consolidated Interest Expense for such
period attributable to the Indebtedness of such Restricted Subsidiary to the
extent the Company and its continuing Restricted Subsidiaries are no longer
liable for such Indebtedness after such Sale,


(4)                    if since the
beginning of such period the Company or any Restricted Subsidiary (by merger,
consolidation or otherwise) shall have made an Investment in any Person that
thereby becomes a Restricted Subsidiary, or otherwise acquired any company, any
business or any group of assets constituting an operating unit of a business,
including any such Investment or acquisition occurring in connection with a
transaction causing a calculation to be made hereunder (any such Investment or
acquisition, a “Purchase”), Consolidated EBITDA and Consolidated
Interest Expense for such period shall be calculated after giving pro forma
effect thereto (including the Incurrence of any related Indebtedness) as if
such Purchase occurred on the first day of such period, and



 H-6
 









(5)                    if since the
beginning of such period any Person became a Restricted Subsidiary or was
merged or consolidated with or into the Company or any Restricted Subsidiary,
and since the beginning of such period such Person shall have Discharged any
Indebtedness or made any Sale or Purchase that would have required an
adjustment pursuant to clause (2), (3) or (4) above if made by the Company
or a Restricted Subsidiary since the beginning of such period, Consolidated
EBITDA and Consolidated Interest Expense for such period shall be calculated
after giving pro forma effect thereto as if such Discharge, Sale or Purchase
occurred on the first day of such period.


For purposes of this definition, whenever pro forma
effect is to be given to any Sale, Purchase or other transaction, or the amount
of income or earnings relating thereto and the amount of Consolidated Interest
Expense associated with any Indebtedness Incurred or repaid, repurchased,
redeemed, defeased or otherwise acquired, retired or discharged in connection
therewith, the pro forma calculations in respect thereof (including without
limitation in respect of anticipated cost savings or synergies relating to any
such Sale, Purchase or other transaction) shall be as determined in good faith
by the Chief Financial Officer or an authorized Officer of the Company.  If any Indebtedness bears a floating rate of
interest and is being given pro forma effect, the interest expense on such
Indebtedness shall be calculated as if the rate in effect on the date of
determination had been the applicable rate for the entire period (taking into
account any Interest Rate Agreement applicable to such Indebtedness).  If any Indebtedness bears, at the option of
the Company or a Restricted Subsidiary, a rate of interest based on a prime or
similar rate, a eurocurrency interbank offered rate or other fixed or floating
rate, and such Indebtedness is being given pro forma effect, the interest
expense on such Indebtedness shall be calculated by applying such optional rate
as the Company or such Restricted Subsidiary may designate.  If any Indebtedness that is being given pro
forma effect was Incurred under a revolving credit facility, the interest
expense on such Indebtedness shall be computed based upon the average daily
balance of such Indebtedness during the applicable period.  Interest on a Capitalized Lease Obligation
shall be deemed to accrue at an interest rate determined in good faith by a
responsible financial or accounting officer of the Company to be the rate of
interest implicit in such Capitalized Lease Obligation in accordance with GAAP.


“Consolidated EBITDA”
means, for any period, the Consolidated Net Income for such period, plus the
following to the extent deducted in calculating such Consolidated Net Income,
without duplication:  (i) provision for all taxes (whether
or not paid, estimated or accrued) based on income, profits or capital
(including penalties and interest, if any), (ii) Consolidated
Interest Expense, all items excluded from the definition of Consolidated
Interest Expense pursuant to clause (iii) thereof (other than Special
Purpose Financing Expense), any Special Purpose Financing Fees, and (for
purposes of the Consolidated Total Leverage Ratio) any Special Purpose
Financing Expense, (iii) depreciation,
amortization (including but not limited to amortization of goodwill and
intangibles and amortization and write-off of financing costs) and all other
non-cash charges or non-cash losses, (iv) any expenses or charges related to any Equity
Offering, Investment or Indebtedness permitted by this Indenture (whether or
not consummated or incurred, and including any sale of Capital Stock to the
extent the proceeds



 H-7
 









thereof
were intended to be contributed to the equity capital of the Company or any of
its Restricted Subsidiaries), (v) the
amount of any minority interest expense, (vi) any
management, monitoring, consulting and advisory fees and related expenses paid
to any of CD&R or any of its Affiliates, (vii) interest
and investment income, (viii) the
amount of net cost savings projected by the Company in good faith to be
realized as a result of actions taken or to be taken (calculated on a pro forma
basis as though such cost savings had been realized on the first day of such
period), net of the amount of actual benefits realized during such period from
such actions; provided that (x) such cost savings are reasonably
identifiable and factually supportable, (y) such
actions have been taken or are to be taken within 12 months after the date
of determination to take such action and (z) the
aggregate amount of cost savings added pursuant to this clause (viii) shall not exceed
$35.0 million for any four consecutive quarter period (which adjustments
may be incremental to (but not duplicative of) pro forma adjustments made
pursuant to the proviso to the definition of “Consolidated Coverage Ratio” or “Consolidated
Total Leverage Ratio”), (ix) the
amount of loss on any Financing Disposition, and (x) any costs or expenses pursuant to any management or
employee stock option or other equity-related plan, program or arrangement, or
other benefit plan, program or arrangement, or any stock subscription or
shareholder agreement, to the extent funded with cash proceeds contributed to
the capital of the Company or an issuance of Capital Stock of the Company
(other than Disqualified Stock) and excluded from the calculation set forth in
Section 409(a)(3).


“Consolidated Interest Expense” means, for any
period, (i) the total interest expense of
the Company and its Restricted Subsidiaries to the extent deducted in
calculating Consolidated Net Income, net of any interest income of the Company
and its Restricted Subsidiaries, including without limitation any such interest
expense consisting of (a) interest
expense attributable to Capitalized Lease Obligations, (b) amortization of debt
discount, (c) interest in respect of
Indebtedness of any other Person that has been Guaranteed by the Company or any
Restricted Subsidiary, but only to the extent that such interest is actually
paid by the Company or any Restricted Subsidiary, (d) non-cash
interest expense (including any amortization during such period of any
capitalized interest), (e) the interest portion of any
deferred payment obligation and (f) commissions,
discounts and other fees and charges owed with respect to letters of credit and
bankers’ acceptance financing, plus (ii) Preferred
Stock dividends paid in cash in respect of Disqualified Stock of the Company
held by Persons other than the Company or a Restricted Subsidiary, minus (iii) to the extent otherwise
included in such interest expense referred to in clause (i) above,
amortization or write-off of financing costs, Special
Purpose Financing Expense, accretion or accrual of discounted liabilities not
constituting Indebtedness, expense resulting from discounting of Indebtedness
in conjunction with recapitalization or purchase accounting, and any “additional
interest” in respect of registration rights arrangements for any securities
(including the Notes), in each case under clauses (i) through (iii)
as determined on a Consolidated basis in accordance with GAAP; provided, that gross
interest expense shall be determined after giving effect to any net payments
made or received by the Company and its Restricted Subsidiaries with respect to
Interest Rate Agreements.



 H-8
 









“Consolidated Net Income” means, for any
period, the net income (loss) of the Company and its Restricted Subsidiaries,
determined on a Consolidated basis in accordance with GAAP and before any
reduction in respect of Preferred Stock dividends; provided, that there
shall not be included in such Consolidated Net Income:


(i)                       any net income (loss) of any Person that is not
the Company or a Restricted Subsidiary, except that the Company’s equity in the
net income of any such Person for such period shall be included in such
Consolidated Net Income up to the aggregate amount actually distributed by such
Person during such period to the Company or a Restricted Subsidiary as a
dividend or other distribution (subject, in the case of a dividend or other
distribution to a Restricted Subsidiary, to the limitations contained in
clause (ii) below),


(ii)                    solely for
purposes of determining the amount available for Restricted Payments under Section 409(a)(3)(A),
any net income (loss) of any Restricted Subsidiary that is not a Subsidiary
Guarantor if such Restricted Subsidiary is subject to restrictions, directly or
indirectly, on the payment of dividends or the making of similar distributions
by such Restricted Subsidiary, directly or indirectly, to the Company by
operation of the terms of such Restricted Subsidiary’s charter or any
agreement, instrument, judgment, decree, order, statute or governmental rule or
regulation applicable to such Restricted Subsidiary or its stockholders (other
than  (x) restrictions
that have been waived or otherwise released, (y) restrictions
pursuant to the Notes or this Indenture and (z) restrictions
in effect on the Closing Date with respect to a Restricted Subsidiary and other
restrictions with respect to such Restricted Subsidiary that taken as a whole
are not materially less favorable to the Noteholders than such restrictions in
effect on the Closing Date), except that the Company’s equity in the net income
of any such Restricted Subsidiary for such period shall be included in such
Consolidated Net Income up to the aggregate amount of any dividend or
distribution that was or that could have been made by such Restricted
Subsidiary during such period to the Company or another Restricted Subsidiary
(subject, in the case of a dividend that could have been made to another
Restricted Subsidiary, to the limitation contained in this clause),


(iii)                 any gain or loss
realized upon (x) the sale, abandonment or
other disposition of any asset of the Company or any Restricted Subsidiary
(including pursuant to any sale/leaseback transaction) that is not sold,
abandoned or otherwise disposed of in the ordinary course of business (as
determined in good faith by the Board of Directors) or (y) the disposal,
abandonment or discontinuation of operations of the Company or any Restricted
Subsidiary, and any income (loss) from disposed, abandoned or discontinued
operations,


(iv)                any item classified as an extraordinary, unusual
or nonrecurring gain, loss or charge (including fees, expenses and charges
associated with the Transactions and any acquisition, merger or consolidation after
the Closing Date);


(v)                   the cumulative
effect of a change in accounting principles,


(vi)                all deferred
financing costs written off and premiums paid in connection with any early
extinguishment of Indebtedness or Hedging Obligations or other derivative
instruments,



 H-9
 









(vii)             any unrealized gains
or losses in respect of Currency Agreements,


(viii)          any unrealized foreign
currency transaction gains or losses in respect of Indebtedness of any Person
denominated in a currency other than the functional currency of such Person,


(ix)                  any non-cash
compensation charge arising from any grant of stock, stock options or other
equity based awards,


(x)                     to the extent
otherwise included in Consolidated Net Income, any unrealized foreign currency
translation or transaction gains or losses in respect of Indebtedness or other
obligations of the Company or any Restricted Subsidiary owing to the Company or
any Restricted Subsidiary,


(xi)                  any non-cash
charge, expense or other impact attributable to application of the purchase or
recapitalization method of accounting (including the total amount of
depreciation and amortization, cost of sales or other non-cash expense
resulting from the write-up of assets to the extent resulting from such
purchase accounting adjustments),


(xii)               any impairment charge or asset write-off,
including any charge or write-off related to intangible assets, long-lived
assets or investments in debt and equity securities, and any amortization of
intangibles,


(xiii)            any fees and expenses (or amortization thereof),
and any charges or costs, in connection with any acquisition, Investment, Asset
Disposition, issuance of Capital Stock, issuance, repayment or refinancing of
Indebtedness, or amendment or modification of any agreement or instrument relating
to any Indebtedness (in each case, whether or not completed, and including any
such transactions consummated prior to the Closing Date),


(xiv)           any accruals and reserves established or adjusted
within twelve months after the Closing Date
that are established as a result of the Transactions, and any changes as a
result of adoption or modification of accounting policies, and


(xv)              to the extent covered by insurance and actually
reimbursed (or the Company has determined that there exists reasonable evidence
that such amount will be reimbursed by the insurer and such amount is not
denied by the applicable insurer in writing within 180 days and is
reimbursed within 365 days of the date of such evidence (with a deduction
in any future calculation of Consolidated Net Income for any amount so added
back to the extent not so reimbursed within such 365 day period)), any
expenses with respect to liability or casualty events or business interruption.


Notwithstanding the foregoing, for the purpose of Section 409(a)(3)(A)
only, there shall be excluded from Consolidated Net Income, without
duplication, any income consisting of dividends, repayments of loans or
advances or other transfers of assets from Unrestricted Subsidiaries to the
Company or a Restricted Subsidiary, and any income consisting of return of
capital, repayment or other proceeds from dispositions or repayments of
Investments



 H-10
 









consisting of Restricted
Payments, in each case to the extent such income would be included in
Consolidated Net Income and such related dividends, repayments, transfers,
return of capital or other proceeds are applied by the Company to increase the
amount of Restricted Payments permitted under Section 409(a)(3)(C)
or (D).


In addition, for purposes of Section 409(a)(3)(A),
Consolidated Net Income for any period ending on or prior to the Closing Date
shall be determined based upon the net income (loss) reflected in the
consolidated financial statements of the Company for such period; and each
Person that is a Restricted Subsidiary upon giving effect to the Transactions
shall be deemed to be a Restricted Subsidiary, and the Transactions shall not
constitute a sale or disposition under clause (iii) above, for purposes of
such determination.


“Consolidated Tangible Assets” means, as of any
date of determination, the total assets less the sum of the goodwill, net, and
other intangible assets, net, in each case reflected on the consolidated
balance sheet of the Company and its Restricted Subsidiaries as at the end of
the most recently ended fiscal quarter of the Company for which such a balance
sheet is available, determined on a Consolidated basis in accordance with GAAP
(and, in the case of any determination relating to any Incurrence of
Indebtedness or any Investment, on a pro forma basis including any property or
assets being acquired in connection therewith).


“Consolidated Total
Indebtedness” means, at the date of determination thereof, an amount equal
to (1) the aggregate
principal amount of outstanding Indebtedness of the Company and its Restricted
Subsidiaries as of such date consisting of (without duplication) Indebtedness
for borrowed money (including Purchase Money Obligations and unreimbursed
outstanding drawn amounts under funded letters of credit), Capitalized Lease
Obligations and debt obligations evidenced by bonds, debentures, notes or
similar instruments, determined on a Consolidated basis in accordance with GAAP
(excluding items eliminated in Consolidation, and for the avoidance of doubt,
excluding Hedging Obligations), minus (2) the
amount of Unrestricted Cash held by the Company and its Restricted Subsidiaries
as of the end of the most recent four consecutive fiscal quarters ending prior
to the date of such determination for which consolidated financial statements
of the Company are available.


“Consolidated Total Leverage
Ratio” means, as of any date of determination, the ratio of (x) Consolidated Total Indebtedness as
at such date (after giving effect to any Incurrence or Discharge of
Indebtedness on such date) to (y) the
aggregate amount of Consolidated EBITDA for the period of the most recent four
consecutive fiscal quarters ending prior to the date of such determination for
which consolidated financial statements of the Company are available
(determined, for each fiscal quarter (or portion thereof) of the four fiscal
quarters ending prior to the Closing Date, on a pro forma basis to give effect
to the Merger as if it had occurred at the beginning of such four-quarter
period), provided that:


(i)                       if since
the beginning of such period the Company or any Restricted Subsidiary shall
have made a Sale, the Consolidated EBITDA for such period shall be reduced by
an amount equal to the Consolidated EBITDA (if positive) attributable to the
assets that are the subject of



 H-11
 









such Sale for such
period or increased by an amount equal to the Consolidated EBITDA (if negative)
attributable thereto for such period;


(ii)                    if since the
beginning of such period the Company or any Restricted Subsidiary (by merger,
consolidation or otherwise) shall have made a Purchase (including any Purchase
occurring in connection with a transaction causing a calculation to be made
hereunder), Consolidated EBITDA for such period shall be calculated after
giving pro forma effect thereto as if such Purchase occurred on the first day
of such period; and


(iii)                 if since the
beginning of such period any Person became a Restricted Subsidiary or was
merged or consolidated with or into the Company or any Restricted Subsidiary,
and since the beginning of such period such Person shall have made any Sale or
Purchase that would have required an adjustment pursuant to clause (i) or
(ii) above if made by the Company or a Restricted Subsidiary since the
beginning of such period, Consolidated EBITDA for such period shall be calculated
after giving pro forma effect thereto as if such Sale or Purchase occurred on
the first day of such period.


For purposes of this definition,
whenever pro forma effect is to be given to any Sale, Purchase or other
transaction, or the amount of income or earnings relating thereto, the pro
forma calculations in respect thereof (including without limitation in respect
of anticipated cost savings or synergies relating to any such Sale, Purchase or
other transaction) shall be as determined in good faith by a responsible
financial or accounting Officer of the Company.


“Consolidation” means the consolidation of the
accounts of each of the Restricted Subsidiaries with those of the Company in
accordance with GAAP; provided that “Consolidation” will not include
consolidation of the accounts of any Unrestricted Subsidiary, but the interest
of the Company or any Restricted Subsidiary in any Unrestricted Subsidiary will
be accounted for as an investment.  The
term “Consolidated” has a correlative meaning. 
For purposes of this Indenture for periods ending on or prior to the
Closing Date, references to the consolidated financial statements of the
Company shall be to the consolidated financial statements of ServiceMaster
(with Subsidiaries of ServiceMaster being deemed Subsidiaries of the Company),
as the context may require.


“Contingent Obligation”
means, with respect to any Person, any obligation of such Person guaranteeing
any obligation that does not constitute Indebtedness (a “primary obligation”)
of any other Person (the “primary obligor”) in any manner, whether directly or
indirectly, including any obligation of such Person, whether or not contingent,
(1) to purchase any such primary
obligation or any property constituting direct or indirect security therefor, (2) to advance or supply funds (a) for
the purchase or payment of any such primary obligation, or (b) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, or (3) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation against loss in respect thereof.



 H-12
 









“Continuing Notes” means
the Company’s 7.10% Notes due March 1, 2018, 7.45% Notes due
August 15, 2027 and 7.25% Notes due March 1, 2038, in each case
issued under the Existing Notes Indenture.


“Contribution Amounts” means the aggregate
amount of capital contributions applied by the Company to permit the Incurrence
of Contribution Indebtedness pursuant to Section 407(b)(xi).


“Contribution Indebtedness” means Indebtedness
of the Company or any Restricted Subsidiary in an aggregate principal amount
not greater than twice the aggregate amount of cash contributions (other than
Excluded Contributions) made to the capital of the Company or such Restricted
Subsidiary after the Closing Date (whether through the issuance or sale of
Capital Stock or otherwise); provided that such Contribution Indebtedness
(a) is incurred within 180 days
after the making of the related cash contribution and (b) is
so designated as Contribution Indebtedness pursuant to an Officer’s Certificate
on the date of Incurrence thereof.


“Corporate Trust Office” means the office of
the Trustee at which at any particular time its corporate trust business shall
be administered, which office on the Issue Date is located at [insert address of Trustee].


“Credit Facilities” means one or more of (i) the Senior Term Facility, (ii) the
Senior Revolving Credit Facility and (iii) any
other facilities or arrangements designated by the Company, in each case with
one or more banks or other lenders or institutions providing for revolving
credit loans, term loans, receivables financings (including without limitation
through the sale of receivables to such institutions or to special purpose
entities formed to borrow from such institutions against such receivables or
the creation of any Liens in respect of such receivables in favor of such
institutions), letters of credit or other Indebtedness, in each case, including
all agreements, instruments and documents executed and delivered pursuant to or
in connection with any of the foregoing, including but not limited to any notes
and letters of credit issued pursuant thereto and any guarantee and collateral
agreement, patent and trademark security agreement, mortgages or letter of
credit applications and other guarantees, pledge agreements, security
agreements and collateral documents, in each case as the same may be amended,
supplemented, waived or otherwise modified from time to time, or refunded,
refinanced, restructured, replaced, renewed, repaid, increased or extended from
time to time (whether in whole or in part, whether with the original banks,
lenders or institutions or other banks, lenders or institutions or otherwise,
and whether provided under any original Credit Facility or one or more other
credit agreements, indentures, financing agreements or other Credit Facilities
or otherwise).  Without limiting the
generality of the foregoing, the term “Credit Facility” shall include any
agreement (i) changing the maturity of any
Indebtedness Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries as
additional borrowers or guarantors thereunder, (iii) increasing
the amount of Indebtedness Incurred thereunder or available to be borrowed
thereunder or (iv) otherwise altering the
terms and conditions thereof.



 H-13
 









“Currency Agreement” means, in respect of a
Person, any foreign exchange contract, currency swap agreement or other similar
agreement or arrangements (including derivative agreements or arrangements), as
to which such Person is a party or a beneficiary.


“Default” means any event or condition that is,
or after notice or passage of time or both would be, an Event of Default.


“Delayed Draw Term Loan Commitment”:  the commitment of a lender under the Senior
Term Agreement to make or otherwise fund a Delayed Draw Term Loan pursuant to
the Senior Term Agreement.


“Delayed Draw Term Loan Commitment Termination Date”:  the earliest to occur of (i) the date
the Delayed Draw Term Loan Commitments are permanently reduced to zero pursuant
to the Senior Term Agreement, (ii) the date of the termination of all of
the Delayed Draw Term Loan Commitments pursuant to the Senior Term Agreement
and (iii) October 17, 2007.


“Delayed Draw Term Loans”:  as defined in subsection 2.1(a)(i)(y) of the
Senior Term Agreement.


“Depositary” means The Depository Trust
Company, its nominees and successors.


“Designated Noncash Consideration” means the
Fair Market Value of noncash consideration received by the Company or one of
its Restricted Subsidiaries in connection with an Asset Disposition that is so
designated as Designated Noncash Consideration pursuant to an Officer’s
Certificate, setting forth the basis of such valuation.


“Designated Preferred Stock”
means Preferred Stock of the Company (other than Disqualified Stock) or any
Parent that is issued for cash (other than to a Restricted Subsidiary) and is
so designated as Designated Preferred Stock, pursuant to an Officer’s
Certificate of the Company.


“Designated Senior
Indebtedness” means with respect to a Person (i) the Bank Indebtedness under or in respect of the
Senior Credit Facilities and (ii) any
other Senior Indebtedness of such Person that, at the date of determination,
has an aggregate principal amount equal to or under which, at the date of
determination, the holders thereof are committed to lend up to, at least
$25.0 million and is specifically designated by such Person in an
agreement or instrument evidencing or governing such Senior Indebtedness as “Designated
Senior Indebtedness” for purposes of this Indenture.


“Disinterested Directors” means, with respect
to any Affiliate Transaction, one or more members of the Board of Directors of
the Company, or one or more members of the Board of Directors
of a Parent, having no material
direct or indirect financial interest in or with respect to such Affiliate
Transaction.  A member of any such Board
of Directors shall not be deemed to have such a financial interest by reason of
such member’s holding Capital Stock of the



 H-14
 









Company or any Parent or
any options, warrants or other rights in respect of such Capital Stock.


“Disqualified Stock” means, with respect to any
Person, any Capital Stock (other than Management Stock) that by its terms (or
by the terms of any security into which it is convertible or for which it is
exchangeable or exercisable) or upon the happening of any event (other than
following the occurrence of a Change of Control or other similar event
described under such terms as a “change of control,” or an Asset Disposition) (i) matures or is mandatorily redeemable pursuant to a
sinking fund obligation or otherwise, (ii) is
convertible or exchangeable for Indebtedness or Disqualified Stock or (iii) is redeemable at the option
of the holder thereof (other than following the occurrence of a Change of
Control or other similar event described under such terms as a “change of
control,” or an Asset Disposition), in whole or in part, in each case on or
prior to the final Stated Maturity of the Notes; provided that Capital
Stock issued to any employee benefit plan, or by any such plan to any employees
of the Company or any Subsidiary, shall not constitute Disqualified Stock
solely because it may be required to be repurchased or otherwise acquired or
retired in order to satisfy applicable statutory or regulatory obligations.


“Domestic Subsidiary” means any Restricted
Subsidiary of the Company other than a Foreign Subsidiary.


“Equity Offering” means a sale of Capital Stock
(x) that is a sale of Capital Stock
of the Company (other than Disqualified Stock), or (y) proceeds
of which in an amount equal to or exceeding the Redemption Amount are
contributed to the equity capital of the Company or any of its Restricted
Subsidiaries.


“Euroclear” means Euroclear Bank S.A./N.V., as
operator of the Euroclear System, or any successor securities clearing agency.


“Exchange Act” means the Securities Exchange
Act of 1934, as amended.


“Exchange Notes” means any of the Company’s
10.75%/11.50% Senior Toggle Notes due 2015, containing terms substantially
identical to the Initial Notes or any Initial Additional Notes (and any Notes
issued in respect of any of the foregoing Notes pursuant to Section 304,
305, 306, 312(c), 312(d) or 1009) (except
that (i) such Exchange Notes
may omit terms with respect to transfer restrictions and may be registered
under the Securities Act, and (ii) certain
provisions relating to an increase in the stated rate of interest thereon may
be eliminated), that are issued and exchanged for (a) the Initial Notes, as provided for in a registration
rights agreement relating to such Initial Notes and this Indenture (including
any amendment or supplement hereto), or (b) such
Initial Additional Notes as may be provided in any registration rights
agreement relating to such Additional Notes and this Indenture (including any
amendment or supplement hereto) or (c) any
Notes that are issued as PIK Interest in respect of any of the foregoing Notes (and
any Notes issued in respect of any of the foregoing Notes pursuant to Section 304,
305, 306, 312(c), 312(d) or 1009).



 H-15
 









“Excluded Contribution” means Net Cash
Proceeds, or the Fair Market Value of property or assets, received by the
Company as capital contributions to the Company after the Closing Date or from
the issuance or sale (other than to a Restricted Subsidiary) of Capital Stock
(other than Disqualified Stock or Designated Preferred Stock) of the Company,
in each case to the extent designated as an Excluded Contribution pursuant to
an Officer’s Certificate of the Company and not previously included in the
calculation set forth in Section 409(a)(3)(B)(x) for purposes of
determining whether a Restricted Payment may be made.


“Exempt Sale and Leaseback
Transaction” means any Sale and Leaseback Transaction (a) in which the sale or transfer of
property occurs within 90 days of the acquisition of such property by the
Company or any of its Subsidiaries or (b) that
involves property with a book value of $15.0 million or less and is not
part of a series of related Sale and Leaseback Transactions involving property
with an aggregate value in excess of such amount and entered into with a single
Person or group of Persons. For purposes of the foregoing, “Sale and Leaseback
Transaction” means any arrangement with any Person providing for the leasing by
the Company or any of its Subsidiaries of real or personal property that has
been or is to be sold or transferred by the Company or any such Subsidiary to
such Person or to any other Person to whom funds have been or are to be
advanced by such Person on the security of such property or rental obligations
of the Company or such Subsidiary.


“Existing 2007 Notes” means the Company’s 6.95%
Notes due August 15, 2007 issued under the Existing Notes Indenture.


“Existing 2009 Notes” means the Company’s
7.875% Notes due August 15, 2009 issued under the Existing Notes
Indenture.


“Existing Notes Indenture” means the Indenture
between The ServiceMaster Company Limited Partnership, as issuer, and
ServiceMaster Limited Partnership, as guarantor, and the Existing Notes
Trustee, dated as of August 15, 1997, as supplemented by the First
Supplemental Indenture thereto, between The ServiceMaster Company Limited
Partnership, as issuer, and ServiceMaster Limited Partnership, as guarantor,
and the Existing Notes Trustee, dated as of August 15, 1997, the Second
Supplemental Indenture thereto, between the Company, as successor by merger to
The ServiceMaster Company Limited Partnership and ServiceMaster Limited
Partnership, and the Existing Notes Trustee, dated as of January 1, 1998,
the Third Supplemental Indenture thereto, between the Company and the Existing
Notes Trustee, dated as of March 2, 1998 and the Fourth Supplemental Indenture,
between the Company and the Existing Notes Trustee, dated as of August 10,
1999. For purposes of this definition, “Existing Notes Trustee” means The Bank
of New York Trust Company, N.A., successor to Harris Trust and Savings Bank as
trustee under the Existing Notes Indenture.


“Fair Market Value” means, with respect to any
asset or property, the fair market value of such asset or property as
determined in good faith by the Board of Directors, whose determination will be
conclusive.



 H-16
 









“Financing Disposition” means any sale,
transfer, conveyance or other disposition of, or creation or incurrence of any
Lien on, property or assets (a) by the
Company or any Subsidiary thereof to or in favor of any Special Purpose Entity,
or by any Special Purpose Subsidiary, in each case in connection with the
Incurrence by a Special Purpose Entity of Indebtedness, or obligations to make
payments to the obligor on Indebtedness, which may be secured by a Lien in
respect of such property or assets or (b) by the Company or any Subsidiary thereof
to or in favor of any Special Purpose Entity that is not a Special Purpose
Subsidiary.


“Foreign Borrowing Base” means the sum of (1) 80% of the book value of Inventory of Foreign
Subsidiaries, (2) 85% of the book value of
Receivables of Foreign Subsidiaries, and (3) cash,
Cash Equivalents and Temporary Cash Investments of Foreign Subsidiaries (in
each case, determined as of the end of the most recently ended fiscal month of
the Company for which internal consolidated financial statements of the Company
are available, and, in the case of any determination relating to any Incurrence
of Indebtedness, on a pro forma basis including (x) any
property or assets of a type described above acquired since the end of such
fiscal month and (y) any property or assets of
a type described above being acquired in connection therewith).


“Foreign Subsidiary” means (a) any Restricted Subsidiary of the Company that is not
organized under the laws of the United States of America or any state thereof
or the District of Columbia and any Restricted Subsidiary of such Foreign
Subsidiary and (b) any Restricted Subsidiary
of the Company that has no material assets other than securities or
Indebtedness of one or more Foreign Subsidiaries (or Subsidiaries thereof), and
intellectual property relating to such Foreign Subsidiaries (or Subsidiaries
thereof) and other assets relating to an ownership interest in any such
securities, Indebtedness, intellectual property or Subsidiaries.


“GAAP” means generally accepted accounting
principles in the United States of America as in effect on the Closing Date
(for purposes of the definitions of the terms “Consolidated Coverage Ratio,”  “Consolidated EBITDA,” “Consolidated
Interest Expense,” “Consolidated Net Income,” “Consolidated Tangible Assets,” “Consolidated
Total Indebtedness,” “Consolidated Total Leverage Ratio” and “Foreign Borrowing
Base,” all defined terms in this Indenture to the extent used in or relating to
any of the foregoing definitions, and all ratios and computations based on any
of the foregoing definitions) and as in effect from time to time (for all other
purposes of this Indenture), including those set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
approved by a significant segment of the accounting profession.  All ratios and computations based on GAAP
contained in this Indenture shall be computed in conformity with GAAP.


“Guarantee” means any obligation, contingent or
otherwise, of any Person directly or indirectly guaranteeing any Indebtedness
or other obligation of any other Person; provided that the
term “Guarantee” shall not include endorsements for collection or deposit in
the



 H-17
 









ordinary course of
business.  The term “Guarantee” used as a
verb has a corresponding meaning.


“Guarantor Subordinated Obligations” means,
with respect to a Subsidiary Guarantor, any Indebtedness of such Subsidiary
Guarantor (whether outstanding on the Closing Date or thereafter Incurred) that
is expressly subordinated in right of payment to the obligations of such
Subsidiary Guarantor under its Subsidiary Guarantee pursuant to a written agreement.


“Hedging Obligations” of any Person means the
obligations of such Person pursuant to any Interest Rate Agreement, Currency
Agreement or Commodities Agreement.


“Holder” or “Noteholder” means the
Person in whose name a Note is registered in the Note Register.


“Holding” means CDRSVM Holding, Inc., a
Delaware corporation, and any successor in interest thereto.


“Holding Parent” means ServiceMaster Global
Holdings, Inc., a Delaware corporation, and any successor in interest thereto.


“Home Warranty Subsidiary” means any of (a) American Home Shield Corporation,
a Delaware corporation, and any successor in interest thereto, (b) any Subsidiary of any Home
Warranty Subsidiary referred to in clause (a) above and (c) any Subsidiary of the Company that
is subject to regulation as a home warranty, service contract, or similar
company (or any Subsidiary thereof).


“Incur” means issue, assume, enter into any
Guarantee of, incur or otherwise become liable for; and the terms “Incurs,” “Incurred”
and “Incurrence” shall have a correlative meaning; provided, that any
Indebtedness or Capital Stock of a Person existing at the time such Person
becomes a Subsidiary (whether by merger, consolidation, acquisition or
otherwise) shall be deemed to be Incurred by such Subsidiary at the time it
becomes a Subsidiary.  Accrual of
interest, the accretion of accreted value and the payment of interest in the
form of additional Indebtedness will not be deemed to be an Incurrence of
Indebtedness.  Any Indebtedness issued at
a discount (including Indebtedness on which interest is payable through the
issuance of additional Indebtedness) shall be deemed Incurred at the time of
original issuance of the Indebtedness at the initial accreted amount thereof.


“Indebtedness” means, with respect to any Person
on any date of determination (without duplication):


(i) the principal of
indebtedness of such Person for borrowed money,


(ii) the principal of
obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments,



 H-18
 









(iii) all reimbursement
obligations of such Person in respect of letters of credit, bankers’
acceptances or other similar instruments (the amount of such obligations being
equal at any time to the aggregate then undrawn and unexpired amount of such
letters of credit, bankers’ acceptances or other instruments plus the aggregate
amount of drawings thereunder that have not then been reimbursed),


(iv) all obligations of
such Person to pay the deferred and unpaid purchase price of property (except
Trade Payables), which purchase price is due more than one year after the date
of placing such property in final service or taking final delivery and title
thereto,


(v) all Capitalized Lease
Obligations of such Person,


(vi) the redemption,
repayment or other repurchase amount of such Person with respect to any
Disqualified Stock of such Person or (if such Person is a Subsidiary of the
Company other than a Subsidiary Guarantor) any Preferred Stock of such
Subsidiary, but excluding, in each case, any accrued dividends (the amount of
such obligation to be equal at any time to the maximum fixed involuntary
redemption, repayment or repurchase price for such Capital Stock, or if less
(or if such Capital Stock has no such fixed price), to the involuntary
redemption, repayment or repurchase price therefor calculated in accordance
with the terms thereof as if then redeemed, repaid or repurchased, and if such
price is based upon or measured by the fair market value of such Capital Stock,
such fair market value shall be as determined in good faith by the Board of
Directors or the board of directors or other governing body of the issuer of
such Capital Stock),


(vii) all Indebtedness of
other Persons secured by a Lien on any asset of such Person, whether or not
such Indebtedness is assumed by such Person; provided that the
amount of Indebtedness of such Person shall be the lesser of (A) the fair market value of such asset at such date of
determination (as determined in good faith by the Company) and (B) the amount of such Indebtedness of such other
Persons,


(viii) all Guarantees by
such Person of Indebtedness of other Persons, to the extent so Guaranteed by
such Person, and


(ix) to the extent not
otherwise included in this definition, net Hedging Obligations of such Person
(the amount of any such obligation to be equal at any time to the termination
value of such agreement or arrangement giving rise to such Hedging Obligation
that would be payable by such Person at such time);


provided
that Indebtedness shall not include Contingent Obligations Incurred in the
ordinary course of business.


The amount of Indebtedness of any Person at any date
shall be determined as set forth above or otherwise provided in this Indenture,
or otherwise shall equal the amount thereof that would appear as a liability on
a balance sheet of such Person (excluding any notes thereto) prepared in
accordance with GAAP.



 H-19
 









“Initial Additional Notes” means Additional
Notes issued in an offering not registered under the Securities Act and any Notes
issued in connection with the payment of PIK Interest on any such Additional
Notes (and any Notes issued in respect of any of the
foregoing Notes pursuant to Section 304, 305, 306, 312(c),
312(d) or 1009).


“Initial Notes” means any of the Company’s
10.75%/11.50% Senior Toggle Notes due 2015 issued on the Issue Date and any
Notes issued in connection with the payment
of PIK Interest on any such Initial Notes (and any Notes issued in respect of
any of the foregoing Notes pursuant to Section 304, 305, 306,
312(c), 312(d) or 1009).


“interest,” with respect to the Notes, means
interest on the Notes and, except for purposes of Article IX,
additional or special interest pursuant to the terms of any Note.


“Interest Payment Date” means, when used with
respect to any Note and any installment of interest thereon, the date specified
in such Note as the fixed date on which such installment of interest is due and
payable, as set forth in such Note.


“Interest Rate Agreement” means, with respect
to any Person, any interest rate protection agreement, future agreement, option
agreement, swap agreement, cap agreement, collar agreement, hedge agreement or
other similar agreement or arrangement (including derivative agreements or
arrangements), as to which such Person is party or a beneficiary.


“Inventory” means goods held for sale, lease or
use by a Person in the ordinary course of business, net of any reserve for
goods that have been segregated by such Person to be returned to the applicable
vendor for credit, as determined in accordance with GAAP.


“Investment” in any Person by any other Person
means any direct or indirect advance, loan or other extension of credit (other
than to customers, dealers, licensees, franchisees, suppliers, consultants,
directors, officers or employees of any Person in the ordinary course of
business) or capital contribution (by means of any transfer of cash or other
property to others or any payment for property or services for the account or
use of others) to, or any purchase or acquisition of Capital Stock,
Indebtedness or other similar instruments issued by, such Person.  For purposes of the definition of “Unrestricted
Subsidiary” and Section 409 only, (i) “Investment”
shall include the portion (proportionate to the Company’s equity interest in
such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary
of the Company at the time that such Subsidiary is designated an Unrestricted
Subsidiary, provided that upon a redesignation of such Subsidiary as a
Restricted Subsidiary, the Company shall be deemed to continue to have a
permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive)
equal to (x) the Company’s “Investment” in
such Subsidiary at the time of such redesignation less (y) the
portion (proportionate to the Company’s equity interest in such Subsidiary) of
the Fair Market Value of the net assets of such Subsidiary at the time of such
redesignation, (ii) any property transferred
to or from an Unrestricted Subsidiary shall be valued at its fair market value
(as determined in good faith by the Company) at the time of such transfer and (iii) for
purposes of Section 409(a)(3)(C), the amount resulting from the
redesignation of any Unrestricted Subsidiary as a Restricted



 H-20















Subsidiary
shall be the Fair Market Value of the Investment in such Unrestricted
Subsidiary at the time of such redesignation (excluding the amount of such
Investment then outstanding pursuant to clause (xv) or (xviii) of the
definition of the term “Permitted Investments” or Sections 409(b)(vii) or
(xii) of this Indenture). 
Guarantees shall not be deemed to be Investments.  The amount of any Investment outstanding at
any time shall be the original cost of such Investment, reduced (at the Company’s
option) by any dividend, distribution, interest payment, return of capital,
repayment or other amount or value received in respect of such Investment; provided, that to the extent that the amount of Restricted Payments
outstanding at any time pursuant to Section 409(a) is so reduced by
any portion of any such amount or value that would otherwise be included in the
calculation of Consolidated Net Income, such portion of such amount or value
shall not be so included for purposes of calculating the amount of Restricted
Payments that may be made pursuant to Section 409(a).


“Investment Grade Securities”
means (i) securities issued or directly
and fully guaranteed or insured by the United States government or any agency
or instrumentality thereof (other than Cash Equivalents); (ii) debt securities or debt
instruments with an Investment Grade Rating, but excluding any debt securities
or instruments constituting loans or advances among the Company and its
Subsidiaries; (iii) investments
in any fund that invests exclusively in investments of the type described in
clauses (i) and (ii), which fund may also hold immaterial amounts of cash
pending investment or distribution; and (iv) corresponding
instruments in countries other than the United States customarily utilized for
high quality investments.  As used
herein, “Investment Grade Rating” means a rating equal to or higher than
Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or
any equivalent rating by any other nationally recognized rating agency.


“Investment Holding” means CDRSVM Investment
Holding, Inc., a Delaware corporation, and any successor in interest
thereto.


“Investors” means (i) the
CD&R Investors, BAS Capital Funding Corporation, Banc of America Capital
Investors V, L.P., Citigroup Capital Partners II 2007 Citigroup Investment,
L.P., Citigroup Capital Partners II Employee Master Fund, L.P., Citigroup
Capital Partners II Onshore, L.P., Citigroup Capital Partners II Cayman
Holdings, L.P., CPE Co-Investment (ServiceMaster) LLC and J.P. Morgan Ventures
Corporation, (ii) any Person that acquires
Voting Stock of Holding on or prior to the Closing Date and any Affiliate of
such Person, and (iii) any of their respective
legal successors.


“Issue Date” means the first date on which
Initial Notes are issued.


“Liabilities” means, collectively, any and all
claims, obligations, liabilities, causes of action, actions, suits,
proceedings, investigations, judgments, decrees, losses, damages, fees, costs
and expenses (including without limitation interest, penalties and fees and
disbursements of attorneys, accountants, investment bankers and other
professional advisors), in each case whether incurred, arising or existing with
respect to third parties or otherwise at any time or from time to time.



 H-21
 









“Lien” means any mortgage, pledge, security
interest, encumbrance, lien or charge of any kind (including any conditional
sale or other title retention agreement or lease in the nature thereof).


“Management Advances” means (1) loans or advances made to directors, officers,  employees or consultants of any Parent, the
Company or any Restricted Subsidiary (x) in
respect of travel, entertainment or moving-related expenses incurred in the
ordinary course of business, (y) in
respect of moving-related expenses incurred in connection with any closing or
consolidation of any facility, or (z) in the
ordinary course of business and (in the case of this clause (z)) not
exceeding $10.0 million in the aggregate outstanding at any time, (2) promissory notes of Management Investors acquired in
connection with the issuance of Management Stock to such Management Investors,
(3) Management Guarantees, or (4) other Guarantees of borrowings by Management
Investors in connection with the purchase of Management Stock, which Guarantees
are permitted under Section 407.


“Management Agreements” means, collectively, (i) the Stock
Subscription Agreements, each dated as of the Closing Date, between Holding
Parent and each of the Investors party thereto, (ii) the
Transaction Fee Agreement, dated as of the Closing Date, among Holding Parent
and ServiceMaster and each of CD&R, Banc of America Capital Investors V,
L.P., Citigroup Alternative Investments LLC and J.P. Morgan Ventures
Corporation, (iii) the Consulting
Agreement, dated as of the Closing Date, among Holding Parent, ServiceMaster
and CD&R, (iv) the Indemnification
Agreements, each dated as of the Closing Date, among Holding Parent and
ServiceMaster and each of (a) CD&R
and each CD&R Investor, (b) BAS
Capital Funding Corporation and Banc of America Capital Investors V, L.P., (c) Citigroup Capital Partners II 2007 Citigroup
Investment, L.P., Citigroup Capital Partners II Employee Master Fund, L.P.,
Citigroup Capital Partners II Onshore, L.P., Citigroup Capital Partners II
Cayman Holdings, L.P. and CPE Co Investment (ServiceMaster) LLC and (d) J.P. Morgan Ventures Corporation, or Affiliates
thereof, respectively, (v) the
Registration Rights Agreement, dated as of the Closing Date, among Holding
Parent and the Investors party thereto and any other Person party thereto from
time to time, (vi) the Stockholders
Agreement, dated as of the Closing Date, by and among Holding Parent and the
Investors party thereto and any other Person party thereto from time to time
and (vii) any other agreement primarily
providing for indemnification and/or contribution for the benefit of any
Permitted Holder in respect of Liabilities resulting from, arising out of or in
connection with, based upon or relating to (a) any
management consulting, financial advisory, financing, underwriting or placement
services or other investment banking activities, (b) any
offering of securities or other financing activity or arrangement of or by any
Parent or any of its Subsidiaries or (c) any
action or failure to act of or by any Parent or any of its Subsidiaries (or any
of their respective predecessors); in each case as the same may be amended,
supplemented, waived or otherwise modified from time to time in accordance with
the terms thereof and of this Indenture.


“Management Guarantees” means guarantees (x) of up to an aggregate principal amount outstanding
at any time of $25.0 million of borrowings by Management Investors in



 H-22
 









connection with their
purchase of Management Stock or (y) made on
behalf of, or in respect of loans or advances made to, directors, officers,
employees or consultants of any Parent, the Company or any Restricted
Subsidiary (1) in respect of travel,
entertainment and moving-related expenses incurred in the ordinary course of
business, or (2) in the ordinary course of
business and (in the case of this clause (2)) not exceeding
$10.0 million in the aggregate outstanding at any time.


“Management Indebtedness”
means Indebtedness Incurred to any Management Investor to finance the
repurchase or other acquisition of Capital Stock of the Company or any Parent
(including any options, warrants or other rights in respect thereof) from any
Management Investor, which repurchase or other acquisition of Capital Stock is
permitted under Section 409.


“Management Investors” means the officers, directors,
employees and other members of the management of any Parent, the Company or any
of their respective Subsidiaries, or family members or relatives thereof (provided that, solely for purposes
of the definition of “Permitted Holders,” such relatives shall include only
those Persons who are or become Management Investors in connection with estate
planning for or inheritance from other Management Investors, as determined in
good faith by the Company, which determination shall be conclusive), or trusts,
partnerships or limited liability companies for the benefit of any of the
foregoing, or any of their heirs, executors, successors and legal
representatives, who at any date beneficially own or have the right to acquire,
directly or indirectly, Capital Stock of the Company or any Parent.


“Management Stock” means Capital Stock of the
Company or any Parent (including any options, warrants or other rights in
respect thereof) held by any of the Management Investors.


“Material Subsidiary”
means any Restricted Subsidiary, other than one or more Restricted Subsidiaries
designated by the Company that individually and in the aggregate (if considered
a single Person) do not constitute a Significant Subsidiary.


“Merger” means the merger
of Acquisition Co. with and into ServiceMaster, with ServiceMaster as the
surviving corporation.


“Moody’s” means Moody’s Investors Service,
Inc., and its successors.


“Net Available Cash” from an Asset Disposition
means cash payments received (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise,
but only as and when received, but excluding any other consideration received
in the form of assumption by the acquiring Person of Indebtedness or other
obligations relating to the properties or assets that are the subject of such
Asset Disposition or received in any other non-cash form) therefrom, in
each case net of (i) all legal, title and
recording tax expenses, commissions and other fees and expenses incurred, and
all Federal, state, provincial, foreign and local taxes required to be paid or
to be accrued as a liability under GAAP, as a consequence of such Asset
Disposition (including as a



 H-23
 









consequence of any
transfer of funds in connection with the application thereof in accordance with
Section 411), (ii) all
payments made, and all installment payments required to be made, on any
Indebtedness (x) that is secured by any
assets subject to such Asset Disposition, in accordance with the terms of any
Lien upon such assets, or (y) that
must by its terms, or in order to obtain a necessary consent to such Asset
Disposition, or by applicable law, be repaid out of the proceeds from such
Asset Disposition, including but not limited to any payments required to be
made to increase borrowing availability under any revolving credit facility, (iii) all distributions and other
payments required to be made to minority interest holders in Subsidiaries or
joint ventures as a result of such Asset Disposition, or to any other Person
(other than the Company or a Restricted Subsidiary) owning a beneficial
interest in the assets disposed of in such Asset Disposition, (iv) any liabilities or obligations associated with the
assets disposed of in such Asset Disposition and retained, indemnified or insured
by the Company or any Restricted Subsidiary after such Asset Disposition,
including without limitation pension and other post-employment benefit
liabilities, liabilities related to environmental matters, and liabilities
relating to any indemnification obligations associated with such Asset
Disposition, and (v) the amount of any
purchase price or similar adjustment (x) claimed
by any Person to be owed by the Company or any Restricted Subsidiary, until
such time as such claim shall have been settled or otherwise finally resolved,
or (y) paid or payable by the Company
or any Restricted Subsidiary, in either case in respect of such Asset
Disposition.


“Net Cash Proceeds,” with respect to any
issuance or sale of any securities or Indebtedness of the Company or any
Subsidiary by the Company or any Subsidiary, or any capital contribution, means
the cash proceeds of such issuance, sale or contribution net of attorneys’
fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or
commissions and brokerage, consultant and other fees actually incurred in
connection with such issuance, sale or contribution and net of taxes paid or
payable as a result thereof.


“Non-U.S. Person” means a Person who is
not a U.S. person, as defined in Regulation S.


“Notes” means the Initial Notes, any Exchange
Notes, any Additional Notes and any notes issued in respect thereof pursuant to
Section 304, 305, 306, 312(c), 312(d)
or 1009, and shall include any increase in the principal amount thereof
as a result of a PIK Payment in accordance with this Indenture.


“Obligations” means, with respect to any
Indebtedness, any principal, premium (if any), interest (including interest
accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company or any Restricted Subsidiary whether or
not a claim for post-filing interest is allowed in such proceedings), fees,
charges, expenses, reimbursement obligations, Guarantees of such Indebtedness
(or of Obligations in respect thereof), other monetary obligations of any
nature and all other amounts payable thereunder or in respect thereof.


“Officer” means, with respect to the Company or
any other obligor upon the Notes, the Chairman of the Board, the President, the
Chief Executive Officer, the Chief Financial



 H-24
 









Officer, any Vice
President, the Controller, the Treasurer or the Secretary (a) of such Person or (b) if such Person is owned or
managed by a single entity, of such entity (or any other individual designated
as an “Officer” for the purposes of this Indenture by the Board of Directors).


“Officer’s Certificate” means, with respect to
the Company or any other obligor upon the Notes, a certificate signed by one
Officer of such Person.


“Opinion of Counsel” means a written opinion
from legal counsel who is reasonably acceptable to the Trustee.  The counsel may be an employee of or counsel
to the Company or the Trustee.


“Original Notes” means the Initial
Notes and any Exchange Notes issued in exchange therefor.


“Outstanding,” when used with respect to Notes
means, as of the date of determination, all Notes theretofore authenticated and
delivered under this Indenture, except:


(i)                       Notes
theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation;


(ii)                    Notes for
whose payment or redemption money in the necessary amount has been theretofore
deposited with the Trustee or any Paying Agent in trust for the Holders of such
Notes, provided that, if such
Notes are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor reason­ably satisfactory to
the Trustee has been made; and


(iii)                 Notes in exchange
for or in lieu of which other Notes have been authenticated and delivered
pursuant to this Indenture.


A Note does not cease to
be Outstanding because the Company or any Affiliate of the Company holds the
Note, provided that in determining whether the
Holders of the requisite amount of Outstanding Notes have given any request,
demand, authorization, direction, notice, consent or waiver here­under, Notes
owned by the Company or any Affiliate of the Company shall be disregarded and
deemed not to be Outstanding, except that, for the purpose of determining
whether the Trustee shall be protected in relying on any such request, demand,
authorization, direction, notice, consent or waiver, only Notes which the
Trustee actually knows are so owned shall be so disregarded.  Notes so owned that have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
reasonable satisfaction of the Trustee the pledgee’s right to act with respect
to such Notes and that the pledgee is not the Company or an Affiliate of the
Company.


“Parent” means any of Holding Parent, Holding,
Investment Holding, and any Other Parent and any other Person that is a
Subsidiary of Holding Parent, Holding, Investment Holding, or any Other Parent
and of which the Company is a Subsidiary. 
As used herein, “Other Parent” means a Person of which the Company
becomes a Subsidiary after the Closing Date,



 H-25
 









provided that either (x) immediately after the Company
first becomes a Subsidiary of such Person, more than 50% of the Voting Stock of
such Person shall be held by one or more Persons that held more than 50% of the
Voting Stock of a Parent of the Company immediately prior to the Company first
becoming such Subsidiary or (y) such
Person shall be deemed not to be an Other Parent for the purpose of determining
whether a Change of Control shall have occurred by reason of the Company first
becoming a Subsidiary of such Person.


“Parent Expenses” means (i) costs
(including all professional fees and expenses) incurred by any Parent in
connection with its reporting obligations under, or in connection with
compliance with, applicable laws or applicable rules of any governmental, regulatory
or self-regulatory body or stock exchange, this Indenture or any other
agreement or instrument relating to Indebtedness of the Company or any
Restricted Subsidiary, including in respect of any reports filed with respect
to the Securities Act, the Exchange Act or the respective rules and regulations
promulgated thereunder, (ii) expenses
incurred by any Parent in connection with the acquisition, development,
maintenance, ownership, prosecution, protection and defense of its intellectual
property and associated rights (including but not limited to trademarks,
service marks, trade names, trade dress, patents, copyrights and similar
rights, including registrations and registration or renewal applications in
respect thereof; inventions, processes, designs, formulae, trade secrets,
know-how, confidential information, computer software, data and documentation,
and any other intellectual property rights; and licenses of any of the
foregoing) to the extent such intellectual property and associated rights relate
to the business or businesses of the Company or any Subsidiary thereof, (iii) indemnification obligations
of any Parent owing to directors, officers, employees or other Persons under
its charter or by-laws or pursuant to written agreements with any such
Person, or obligations in respect of director and officer insurance (including
premiums therefor), (iv) other
operational expenses of any Parent incurred in the ordinary course of business,
and (v) fees and expenses incurred by
any Parent in connection with any offering of Capital Stock or Indebtedness, (w) which offering is not completed, or (x) where the net proceeds of such offering are intended
to be received by or contributed or loaned to the Company or a Restricted
Subsidiary, or (y) in a prorated amount of
such expenses in proportion to the amount of such net proceeds intended to be
so received, contributed or loaned, or (z) otherwise
on an interim basis prior to completion of such offering so long as any Parent
shall cause the amount of such expenses to be repaid to the Company or the
relevant Restricted Subsidiary out of the proceeds of such offering promptly if
completed.


“Paying Agent” means any Person authorized by
the Company to pay the principal of (and premium, if any) or interest on any
Notes on behalf of the Company; provided
that neither the Company nor any of its Affiliates shall act as Paying Agent
for purposes of Section 1102 or Section 1205.  The Trustee will initially act as Paying
Agent for the Notes.


“Permitted Holder” means any of the
following:  (i) any
of the Investors or Management Investors, and any of their respective
Affiliates; (ii) any investment fund or
vehicle managed or sponsored by CD&R, BAS Capital Funding Corporation, Banc
of America Capital



 H-26
 









Investors V, L.P.,
Citigroup Private Equity LP, J.P. Morgan Ventures Corporation or any Affiliate
thereof, and any Affiliate of or successor to any such investment fund or
vehicle; (iii) any limited or general
partners of, or other investors in, any Investor, BAS Capital Funding Corporation,
Banc of America Capital Investors V, L.P., Citigroup Private Equity LP, J.P.
Morgan Ventures Corporation or any Affiliate thereof, or any such investment
fund or vehicle (as to any such limited partner or other investor, solely to
the extent of any Capital Stock of the Company or any Parent actually received
by way of dividend or distribution from any such Investor, Affiliate, or
investment fund or vehicle); and (iv) any
Person acting in the capacity of an underwriter in connection with a public or
private offering of Capital Stock of any Parent or the Company. In addition,
any ‘‘person’’ (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) whose status as a ‘‘beneficial owner’’ (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act) constitutes or
results in a Change of Control in respect of which a Change of Control Offer is
made in accordance with the requirements of the Indenture, together with its
Affiliates, shall thereafter constitute Permitted Holders.


“Permitted Investment” means an Investment by
the Company or any Restricted Subsidiary in, or consisting of, any of the
following:


(i) a Restricted
Subsidiary, the Company, or a Person that will, upon the making of such
Investment, become a Restricted Subsidiary (and any Investment held by such
Person that was not acquired by such Person in contemplation of so becoming a
Restricted Subsidiary);


(ii) another Person if as
a result of such Investment such other Person is merged or consolidated with or
into, or transfers or conveys all or substantially all its assets to, or is
liquidated into, the Company or a Restricted Subsidiary (and, in each case, any
Investment held by such other Person that was not acquired by such Person in
contemplation of such merger, consolidation or transfer);


(iii) Temporary Cash
Investments, Investment Grade Securities or Cash Equivalents;


(iv) receivables owing to
the Company or any Restricted Subsidiary, if created or acquired in the
ordinary course of business;


(v) any securities or
other Investments received as consideration in, or retained in connection with,
sales or other dispositions of property or assets, including Asset Dispositions
made in compliance with Section 411;


(vi) securities or other
Investments received in settlement of debts created in the ordinary course of
business and owing to, or of other claims asserted by, the Company or any
Restricted Subsidiary, or as a result of foreclosure, perfection or enforcement
of any Lien, or in satisfaction of judgments, including in connection with any
bankruptcy proceeding or other reorganization of another Person;



 H-27
 









(vii) Investments in
existence or made pursuant to legally binding written commitments in existence
on the Closing Date;


(viii) Currency
Agreements, Interest Rate Agreements, Commodities Agreements and related
Hedging Obligations, which obligations are Incurred in compliance with Section 407;


(ix) pledges or deposits
(x) with respect to leases or utilities provided to third parties in the
ordinary course of business or (y) otherwise described in the definition
of “Permitted Liens” or made in connection with Liens permitted under Section 413;


(x) (1) Investments
in or by any Special Purpose Subsidiary, or in connection with a Financing
Disposition (described in clause (a) of the definition thereof) by or to
or in favor of any Special Purpose Entity, including Investments of funds held
in accounts permitted or required by the arrangements governing such Financing
Disposition or any related Indebtedness, or (2) any promissory note issued
by the Company, or any Parent, provided that if such Parent receives cash from
the relevant Special Purpose Entity in exchange for such note, an equal cash
amount is contributed by any Parent to the Company;


(xi) bonds secured by
assets leased to and operated by the Company or any Restricted Subsidiary that
were issued in connection with the financing of such assets so long as the
Company or any Restricted Subsidiary may obtain title to such assets at any
time by paying a nominal fee, canceling such bonds and terminating the
transaction;


(xii) Notes;


(xiii) any Investment to
the extent made using Capital Stock of the Company (other than Disqualified
Stock), or Capital Stock of any Parent as consideration;


(xiv) Management
Advances;


(xv) Investments in
Related Businesses in an aggregate amount outstanding at any time not to exceed
the greater of $75.0 million and 5.0% of Consolidated Tangible Assets;


(xvi) any transaction to
the extent it constitutes an Investment that is permitted by and made in
accordance with Section 412(b) (except transactions described in
clauses (i), (v) and (vi) of such paragraph), including any Investment
pursuant to any transaction described in clause (ii) of such paragraph
(whether or not any Person party thereto is at any time an Affiliate of the
Company);


(xvii) any Investment
(x) by any Captive Insurance Subsidiary in connection with its provision
of insurance to the Company or any of its Subsidiaries or (y) by any Home
Warranty Subsidiary in connection with its provision of home warranty, service contract or similar contracts or policies
on behalf of the Company or its Subsidiaries, in each case which Investment is
made in the ordinary course of business of such Captive Insurance Subsidiary or
such Home Warranty Subsidiary, as the case may be, or by reason of applicable
law, rule, regulation or order, or is required or approved by



 H-28
 









any regulatory authority having jurisdiction over such Captive Insurance
Subsidiary or such Home Warranty Subsidiary or their respective businesses, as
applicable; and


(xviii) other Investments
in an aggregate amount outstanding at any time not to exceed the greater of
$100.0 million and 7.5% of Consolidated Tangible Assets.


If any Investment pursuant to clause (xv) or
(xviii) above, or to
Section 409(b)(vii), as applicable, is made in any Person that is
not a Restricted Subsidiary and such Person thereafter becomes a Restricted
Subsidiary, such Investment shall thereafter be deemed to have been made
pursuant to clause (i) above and not to clause (xv) or (xviii) above
or to Section 409(b)(vii), as applicable, for so long as such Person
continues to be a Restricted Subsidiary.


“Permitted
Liens” means:


(a) Liens for taxes,
assessments or other governmental charges not yet delinquent or the nonpayment
of which in the aggregate would not reasonably be expected to have a material
adverse effect on the Company and its Restricted Subsidiaries or that are being
contested in good faith and by appropriate proceedings if adequate reserves
with respect thereto are maintained on the books of the Company or a Subsidiary
thereof, as the case may be, in accordance with GAAP;


(b) carriers’,
warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other
like Liens arising in the ordinary course of business in respect of obligations
that are not overdue for a period of more than 60 days or that are bonded or
that are being contested in good faith and by appropriate proceedings;


(c) pledges, deposits or
Liens in connection with workers’ compensation, unemployment insurance and
other social security and other similar legislation or other insurance-related
obligations (including, without limitation, pledges or deposits securing
liability to insurance carriers under insurance or self-insurance
arrangements);


(d) pledges, deposits or
Liens to secure the performance of bids, tenders, trade, government or other
contracts (other than for borrowed money), obligations for utilities, leases,
licenses, statutory obligations, completion guarantees, surety, judgment,
appeal or performance bonds, other similar bonds, instruments or obligations,
and other obligations of a like nature incurred in the ordinary course of
business;


(e) easements (including
reciprocal easement agreements), rights-of-way, building, zoning and similar
restrictions, utility agreements, covenants, reservations, restrictions,
encroachments, charges, and other similar encumbrances or title defects
incurred, or leases or subleases granted to others, in the ordinary course of
business, which do not in the aggregate materially interfere with the ordinary
conduct of the business of the Company and its Restricted Subsidiaries, taken
as a whole;



 H-29
 









(f) Liens existing on, or
provided for under written arrangements existing on, the Closing Date, or (in
the case of any such Liens securing Indebtedness of the Company or any of its
Subsidiaries existing or arising under written arrangements existing on the
Closing Date) securing any Refinancing Indebtedness in respect of such
Indebtedness so long as the Lien securing such Refinancing Indebtedness is
limited to all or part of the same property or assets (plus improvements,
accessions, proceeds or dividends or distributions in respect thereof) that
secured (or under such written arrangements could secure) the original
Indebtedness;


(g) (i) mortgages,
liens, security interests, restrictions, encumbrances or any other matters of
record that have been placed by any developer, landlord or other third party on
property over which the Company or any Restricted Subsidiary of the Company has
easement rights or on any leased property and subordination or similar
agreements relating thereto and (ii) any
condemnation or eminent domain proceedings affecting any real property;


(h) Liens securing
Indebtedness (including Liens securing any Obligations in respect thereof)
consisting of Hedging Obligations, Purchase Money Obligations or Capitalized
Lease Obligations Incurred in compliance with Section 407;


(i) Liens arising out of
judgments, decrees, orders or awards in respect of which the Company or any
Restricted Subsidiary shall in good faith be prosecuting an appeal or
proceedings for review, which appeal or proceedings shall not have been finally
terminated, or if the period within which such appeal or proceedings may be
initiated shall not have expired;


(j) leases, subleases,
licenses or sublicenses to or from third parties;


(k) Liens securing
Indebtedness (including Liens securing any Obligations in respect thereof)
consisting of (1) Indebtedness Incurred in compliance with Section 407(b)(i),
Section 407(b)(iv), Section 407(b)(v), Section 407(b)(vii), Section 407(b)(viii),
Section 407(b)(ix) or Section 407(b)(x), or Section 407(b)(iii)
(other than (x) Refinancing Indebtedness Incurred in respect of Indebtedness
described in Section 407(a) or (y) Continuing Notes and Refinancing
Indebtedness Incurred in respect thereof), (2) Bank Indebtedness, (3) the
Notes, (4) Indebtedness of any Restricted Subsidiary that is not a
Subsidiary Guarantor, (5) Indebtedness or other obligations of any Special
Purpose Entity, or (6) obligations in respect of Management Advances or
Management Guarantees; in each case including Liens securing any Guarantee of
any thereof;


(1) Liens existing on
property or assets of a Person at the time such Person becomes a Subsidiary of
the Company (or at the time the Company or a Restricted Subsidiary acquires
such property or assets, including any acquisition by means of a merger or
consolidation with or into the Company or any Restricted Subsidiary); provided,
however, that such Liens are not created in connection with, or in
contemplation of, such other Person becoming such a Subsidiary (or such
acquisition of such property or assets), and that such Liens are limited to all
or part of the same property or assets (plus improvements, accessions, proceeds
or dividends or distributions in respect thereof) that secured (or, under the
written arrangements under which such Liens arose, could secure) the
obligations to which such Liens relate;



 H-30
 









(m) Liens on Capital
Stock, Indebtedness or other securities of an Unrestricted Subsidiary that
secure Indebtedness or other obligations of such Unrestricted Subsidiary;


(n) any encumbrance or
restriction (including, but not limited to, put and call agreements) with
respect to Capital Stock of any joint venture or similar arrangement pursuant
to any joint venture or similar agreement;


(o) Liens securing
Indebtedness (including Liens securing any Obligations in respect thereof)
consisting of Refinancing Indebtedness Incurred in respect of any Indebtedness
secured by, or securing any refinancing, refunding, extension, renewal or
replacement (in whole or in part) of any other obligation secured by, any other
Permitted Liens, provided that any such new Lien is limited to all or part of
the same property or assets (plus improvements, accessions, proceeds or
dividends or distributions in respect thereof) that secured (or, under the
written arrangements under which the original Lien arose, could secure) the
obligations to which such Liens relate;


(p) Liens (1) arising
by operation of law (or by agreement to the same effect) in the ordinary course
of business, (2) on property or assets under construction (and related
rights) in favor of a contractor or developer or arising from progress or
partial payments by a third party relating to such property or assets, (3) on
receivables (including related rights), (4) on cash set aside at the time
of the Incurrence of any Indebtedness or government securities purchased with
such cash, in either case to the extent that such cash or government securities
prefund the payment of interest on such Indebtedness and are held in an escrow
account or similar arrangement to be applied for such purpose, (5) securing
or arising by reason of any netting or set-off arrangement entered into in the
ordinary course of banking or other trading activities (including in connection
with purchase orders and other agreements with customers), (6) in favor of
the Company or any Subsidiary (other than Liens on property or assets of the
Company or any Subsidiary Guarantor in favor of any Subsidiary that is not a
Subsidiary Guarantor), (7) arising out of conditional sale, title
retention, consignment or similar arrangements for the sale of goods entered
into in the ordinary course of business, (8) on inventory or other goods
and proceeds securing obligations in respect of bankers’ acceptances issued or
created to facilitate the purchase, shipment or storage of such inventory or
other goods, (9) relating to pooled deposit or sweep accounts to permit
satisfaction of overdraft, cash pooling or similar obligations incurred in the
ordinary course of business, (10) attaching to commodity trading or other
brokerage accounts incurred in the ordinary course of business, (11) arising
in connection with repurchase agreements permitted under Section 407 on
assets that are the subject of such repurchase agreements or (12) in favor
of any Special Purpose Entity in connection with any Financing Disposition; and


(q) other Liens securing
obligations incurred in the ordinary course of business, which obligations do
not exceed $50.0 million at any time outstanding.


“Person” means any individual, corporation,
partnership, joint venture, association, joint-stock company, limited liability
company, trust, unincorporated organization, government or any agency or
political subdivision thereof or any other entity.



 H-31
 









“Place of Payment” means a city or any
political subdivision thereof in which any Paying Agent appointed pursuant to Article III
is located.


“Predecessor Notes” of any particular Note
means every previous Note evidencing all or a portion of the same debt as that
evidenced by such particular Note; and, for the purposes of this definition,
any Note authenticated and delivered under Section 306 in lieu of a
mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same
debt as the mutilated, lost, destroyed or stolen Note.


“Preferred Stock” as applied to the Capital
Stock of any corporation means Capital Stock of any class or classes (however
designated) that by its terms is preferred as to the payment of dividends, or
as to the distribution of assets upon any voluntary or involuntary liquidation
or dissolution of such corporation, over shares of Capital Stock of any other
class of such corporation.


“Purchase Money Obligations” means any
Indebtedness Incurred to finance or refinance the acquisition, leasing,
construction or improvement of property (real or personal) or assets, and
whether acquired through the direct acquisition of such property or assets or
the acquisition of the Capital Stock of any Person owning such property or
assets, or otherwise.


“QIB” or “Qualified Institutional Buyer”
means a “qualified institutional buyer,” as that term is defined in
Rule 144A.


“Receivable” means a right to receive payment
pursuant to an arrangement with another Person pursuant to which such other
Person is obligated to pay, as determined in accordance with GAAP.


“Redemption Date,” when used with respect to
any Note to be redeemed or purchased, means the date fixed for such redemption
or purchase by or pursuant to this Indenture and the Notes.


“Reference Date” means April 1, 2007.


“refinance” means refinance, refund, replace,
renew, repay, modify, restate, defer, substitute, supplement, reissue, resell
or extend (including pursuant to any defeasance or discharge mechanism); and
the terms “refinances,” “refinanced” and “refinancing” as used for any purpose
in this Indenture shall have a correlative meaning.


“Refinancing
Indebtedness” means Indebtedness that is Incurred to refinance any
Indebtedness existing on the date of this Indenture or Incurred in compliance
with this Indenture (including Indebtedness of the Company that refinances
Indebtedness of any Restricted Subsidiary (to the extent permitted in this
Indenture) and Indebtedness of any Restricted Subsidiary that refinances
Indebtedness of another Restricted Subsidiary) including Indebtedness that
refinances Refinancing Indebtedness; provided, that (1)(x) if the Indebtedness being
refinanced is Subordinated Obligations or Guarantor Subordinated Obligations,
the Refinancing



 H-32
 









Indebtedness has a final Stated Maturity at the time
such Refinancing Indebtedness is Incurred that is equal to or greater than the
final Stated Maturity of the Indebtedness being refinanced (or if shorter, the
Notes) or (y) if the Indebtedness being refinanced
is Continuing Notes, the Refinancing Indebtedness has a final Stated Maturity
at the time such Refinancing Indebtedness is Incurred that is equal to or
greater than the final Stated Maturity of the Indebtedness being refinanced (or
if shorter, the Notes) and, if such Refinancing Indebtedness is Guaranteed by
any Restricted Subsidiary of the Company, each such Guarantee shall be
subordinated to the prior payment in full of the Notes on terms consistent with
those for senior subordinated debt securities issued by companies sponsored by
CD&R or otherwise customary (in each case, determined in good faith by the
Company), (2) such Refinancing Indebtedness is
Incurred in an aggregate principal amount (or if issued with original issue
discount, an aggregate issue price) that is equal to or less than the sum of (x) the aggregate principal amount (or if issued with
original issue discount, the aggregate accreted value) then outstanding of the
Indebtedness being refinanced, plus (y) fees,
underwriting discounts, premiums and other costs and expenses incurred in
connection with such Refinancing Indebtedness and (3) Refinancing
Indebtedness shall not include (x) Indebtedness of a
Restricted Subsidiary that is not a Subsidiary Guarantor that refinances
Indebtedness of the Company or a Subsidiary Guarantor that could not have been
initially Incurred by such Restricted Subsidiary pursuant to Section 407
or (y) Indebtedness of the Company or a
Restricted Subsidiary that refinances Indebtedness of an Unrestricted
Subsidiary.


“Regular Record Date” for the interest payable
on any Interest Payment Date means the date specified for that purpose in Section 301.


“Regulation S” means Regulation S
under the Securities Act.


“Regulation S Certificate” means a
certificate substantially in the form attached hereto as Exhibit D.


“Related Business” means those businesses in
which the Company or any of its Subsidiaries is engaged on the date of this
Indenture, or that are similar, related, complementary, incidental or ancillary
thereto or extensions, developments or expansions thereof.


“Related Taxes” means (x) any
taxes, charges or assessments, including but not limited to sales, use,
transfer, rental, ad valorem, value-added, stamp, property, consumption,
franchise, license, capital, net worth, gross receipts, excise, occupancy,
intangibles or similar taxes, charges or assessments (other than federal, state
or local taxes measured by income and federal, state or local withholding
imposed by any government or other taxing authority on payments made by any
Parent other than to another Parent), required to be paid by any Parent by
virtue of its being incorporated or having Capital Stock outstanding (but not
by virtue of owning stock or other equity interests of any corporation or other
entity other than the Company, any of its Subsidiaries or any Parent), or being
a holding company parent of the Company, any of its Subsidiaries or any Parent
or receiving dividends from or other distributions in respect of the Capital
Stock of the Company, any of its Subsidiaries or any



 H-33
 









Parent, or having
guaranteed any obligations of the Company or any Subsidiary thereof, or having
made any payment in respect of any of the items for which the Company or any of
its Subsidiaries is permitted to make payments to any Parent pursuant to Section 409,
or acquiring, developing, maintaining, owning, prosecuting, protecting or
defending its intellectual property and associated rights (including but not
limited to receiving or paying royalties for the use thereof) relating to the
business or businesses of the Company or any Subsidiary thereof, (y) any taxes attributable to any taxable period (or
portion thereof) ending on or prior to the Closing Date, or to any Parent’s
receipt of (or entitlement to) any payment in connection with the Transactions,
including any payment received after the Closing Date pursuant to any agreement
related to the Transactions, or (z) any
other federal, state, foreign, provincial or local taxes measured by income for
which any Parent is liable up to an amount not to exceed, with respect to
federal taxes, the amount of any such taxes that the Company and its
Subsidiaries would have been required to pay on a separate company basis, or on
a consolidated basis as if the Company had filed a consolidated return on
behalf of an affiliated group (as defined in Section 1504 of the Code or
an analogous provision of state, local or foreign law) of which it were the
common parent, or with respect to state and local taxes, the amount of any such
taxes that the Company and its Subsidiaries would have been required to pay on
a separate company basis, or on a combined basis as if the Company had filed a
combined return on behalf of an affiliated group consisting only of the Company
and its Subsidiaries.


“Resale Restriction Termination Date” means,
with respect to any Note, the date that is two years (or such other period as
may hereafter be provided under Rule 144(k) under the Securities Act or
any successor provision thereto as permitting the resale by non-affiliates
of Restricted Securities without restriction) after the later of the original
issue date in respect of such Note and the last date on which the Company or
any Affiliate of the Company was the owner of such Note (or any Predecessor
Note thereto).


“Responsible Officer” when used with respect to
the Trustee means the chairman or vice-chairman of the board of directors, the
chairman or vice-chairman of the executive committee of the board of directors,
the president, any vice president or assistant vice president, the secretary,
any assistant secretary, the treasurer, any assistant treasurer, the cashier,
any assistant cashier, any trust officer or assistant trust officer, the
controller and any assistant controller or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.


“Restricted Payment Transaction” means any
Restricted Payment permitted pursuant to Section 409, any Permitted
Payment, any Permitted Investment, or any transaction specifically excluded
from the definition of the term “Restricted Payment” (including pursuant to the
exception contained in clause (i) and the parenthetical exclusions
contained in clauses (ii) and (iii) of such definition).



 H-34
 









“Restricted Security” has the meaning assigned
to such term in Rule 144(a)(3) under the Securities Act; provided, however,
that the Trustee shall be entitled to receive, at its request, and conclusively
rely on an Opinion of Counsel with respect to whether any Note constitutes a
Restricted Security.


“Restricted Subsidiary” means any Subsidiary of
the Company other than an Unrestricted Subsidiary.


“Rule 144A” means
Rule 144A under the Securities Act.


“SEC” means
the Securities and Exchange Commission.


“Securities Act” means the Securities Act of
1933, as amended.


“Senior Credit Agreements” means, collectively,
the Senior Term Agreement and the Senior Revolving Credit Agreement.


“Senior Credit Facilities” means, collectively,
the Senior Term Facility and the Senior Revolving Credit Facility.


“Senior Indebtedness” means any Indebtedness of
the Company or any Restricted Subsidiary other than, in the case of the
Company, Subordinated Obligations, and, in the case of any Subsidiary
Guarantor, Guarantor Subordinated Obligations.


“Senior Interim Loan Agreement” means
the Senior Interim Loan Credit Agreement, dated as of the Closing Date, among
the Company, the lenders from time to time parties thereto, JPMorgan Chase
Bank, N.A., as administrative agent, and Citigroup Global Markets Inc., as
syndication agent.


“Senior Revolving Credit
Agreement” means the Credit Agreement, dated as of the Closing Date, among the
Company, certain Subsidiaries of the Company party thereto, the lenders party thereto from time to time,
JPMorgan Chase Bank, N.A., as syndication agent, and Citibank, N.A., as
administrative agent and collateral agent, as such agreement may be amended,
supplemented, waived or otherwise modified from time to time or refunded,
refinanced, restructured, replaced, renewed, repaid, increased or extended from
time to time (whether in whole or in part, whether with the original
administrative agent and lenders or other agents and lenders or otherwise, and
whether provided under the original Senior Revolving Credit Agreement or other
credit agreements or otherwise).


“Senior Revolving Credit
Facility” means the collective reference to the Senior Revolving Credit
Agreement, any Loan Documents (as defined therein), any notes and letters of
credit issued pursuant thereto and any guarantee and collateral agreement, patent
and trademark security agreement, mortgages, letter of credit applications and
other guarantees, pledge agreements, security agreements and collateral
documents, and other instruments and documents, executed and delivered pursuant
to or in connection with any of the foregoing, in



 H-35
 









each
case as the same may be amended, supplemented, waived or otherwise modified
from time to time, or refunded, refinanced, restructured, replaced, renewed,
repaid, increased or extended from time to time (whether in whole or in part,
whether with the original agent and lenders or other agents and lenders or
otherwise, and whether provided under the original Senior Revolving Credit
Agreement or one or more other credit agreements, indentures (including this
Indenture) or financing agreements or otherwise). Without limiting the
generality of the foregoing, the term “Senior Revolving Credit Facility” shall
include any agreement (i) changing
the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries of the
Company as additional borrowers or guarantors thereunder, (iii) increasing the amount of
Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and
conditions thereof.


“Senior Term Agreement” means the Credit
Agreement, dated as of the Closing Date, among the Company, the lenders party
thereto from time to time, JPMorgan Chase
Bank, N.A., as syndication agent, and Citibank, N.A., as administrative
agent and collateral agent, as such agreement may be amended, supplemented,
waived or otherwise modified from time to time or refunded, refinanced,
restructured, replaced, renewed, repaid, increased or extended from time to
time (whether in whole or in part, whether with the original administrative
agent and lenders or other agents and lenders or otherwise, and whether
provided under the original Senior Term Agreement or other credit agreements or
otherwise).


“Senior Term Facility” means the collective
reference to the Senior Term Agreement, any Loan Documents (as defined
therein), any notes and letters of credit issued pursuant thereto and any
guarantee and collateral agreement, patent and trademark security agreement,
mortgages, letter of credit applications and other guarantees, pledge agreements,
security agreements and collateral documents, and other instruments and
documents, executed and delivered pursuant to or in connection with any of the
foregoing, in each case as the same may be amended, supplemented, waived or
otherwise modified from time to time, or refunded, refinanced, restructured,
replaced, renewed, repaid, increased or extended from time to time (whether in
whole or in part, whether with the original agent and lenders or other agents
and lenders or otherwise, and whether provided under the original Senior Term
Agreement or one or more other credit agreements, indentures (including this
Indenture) or financing agreements or otherwise).  Without limiting the generality of the
foregoing, the term “Senior Term Facility” shall include any agreement (i) changing the maturity of any Indebtedness Incurred
thereunder or contemplated thereby, (ii) adding
Subsidiaries of the Company as additional borrowers or guarantors thereunder, (iii) increasing the amount of
Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions
thereof.


“ServiceMaster” means The ServiceMaster
Company, a Delaware corporation, and any successor in interest thereto.



 H-36
 









“Significant Subsidiary” means any Restricted
Subsidiary that would be a “significant subsidiary” of the Company within the
meaning of Rule 1-02 under Regulation S-X promulgated by the
SEC, as such Regulation is in effect on the Closing Date.


“Special Purpose Entity” means (x) any Special Purpose Subsidiary or (y) any other Person that is engaged in the business of
acquiring, selling, collecting, financing or refinancing Receivables, accounts
(as defined in the Uniform Commercial Code as in effect in any jurisdiction
from time to time), other accounts and/or other receivables, and/or related
assets.


“Special Purpose Financing” means any financing
or refinancing of assets consisting of or including Receivables of the Company
or any Restricted Subsidiary that have been transferred to a Special Purpose
Entity or made subject to a Lien in a Financing Disposition.


“Special Purpose Financing
Expense” means for any period, (a) the aggregate interest
expense for such period on any Indebtedness of any Special Purpose Subsidiary
that is a Restricted Subsidiary, which Indebtedness is not recourse to the
Company or any Restricted Subsidiary that is not a Special Purpose Subsidiary
(other than with respect to Special Purpose Financing Undertakings), and (b) Special
Purpose Financing Fees.


“Special Purpose Financing Fees” means
distributions or payments made directly or by means of discounts with respect
to any participation interest issued or sold in connection with, and other fees
paid to a Person that is not a Restricted Subsidiary in connection with, any
Special Purpose Financing.


“Special Purpose Financing Undertakings” means
representations, warranties, covenants, indemnities, guarantees of performance
and (subject to clause (y) of the proviso below) other agreements and
undertakings entered into or provided by the Company or any of its Restricted
Subsidiaries that the Company determines in good faith (which determination
shall be conclusive) are customary or otherwise necessary or advisable in
connection with a Special Purpose Financing or a Financing Disposition; provided that (x) it
is understood that Special Purpose Financing Undertakings may consist of or
include (i) reimbursement and other
obligations in respect of notes, letters of credit, surety bonds and similar
instruments provided for credit enhancement purposes or (ii) Hedging
Obligations, or other obligations relating to Interest Rate Agreements,
Currency Agreements or Commodities Agreements entered into by the Company or
any Restricted Subsidiary, in respect of any Special Purpose Financing or Financing
Disposition, and (y) subject to the preceding
clause (x) any such other agreements and undertakings shall not include
any Guarantee of Indebtedness of a Special Purpose Subsidiary by the Company or
a Restricted Subsidiary that is not a Special Purpose Subsidiary.


“Special Purpose Subsidiary” means a Subsidiary
of the Company that (a) is
engaged solely in (x) the
business of acquiring, selling, collecting, financing or refinancing
Receivables, accounts (as defined in the Uniform Commercial Code as in effect
in any jurisdiction from time to time) and other accounts and receivables
(including any thereof constituting or evidenced by chattel paper, instruments
or general intangibles), all proceeds



 H-37
 









thereof and all rights
(contractual and other), collateral and other assets relating thereto, and (y) any business or activities
incidental or related to such business, and (b) is
designated as a “Special Purpose Subsidiary” by the Company.


“Special Record Date” for the payment of any
Defaulted Interest means a date fixed by the Trustee pursuant to Section 307.


“S&P” means Standard & Poor’s Ratings
Group, a division of The McGraw-Hill Companies, Inc., and its successors.


“Stated Maturity” means, with respect to any
Indebtedness, the date specified in such Indebtedness as the fixed date on
which the payment of principal of such Indebtedness is due and payable,
including pursuant to any mandatory redemption provision (but excluding any
provision providing for the repurchase or repayment of such Indebtedness at the
option of the holder thereof upon the happening of any contingency).


“Subordinated Obligations” means any
Indebtedness of the Company (whether outstanding on the date of this Indenture
or thereafter Incurred) that is expressly subordinated in right of payment to
the Notes pursuant to a written agreement.


“Subsidiary” of any Person means any
corporation, association, partnership or other business entity of which more
than 50% of the total voting power of shares of Capital Stock or other equity
interests (including partnership interests) entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers
or trustees thereof is at the time owned or controlled, directly or indirectly,
by (i) such Person or (ii) one or more Subsidiaries of
such Person.


“Subsidiary Guarantee” means any guarantee that
may from time to time be entered into by a Restricted Subsidiary of the Company
on the Issue Date or after the Issue Date pursuant to Section 414.


“Subsidiary Guarantor” means any Restricted
Subsidiary of the Company that enters into a Subsidiary Guarantee.


“Successor Company” shall have the meaning
assigned thereto in clause (i) under Section 501.


“Supplemental Indenture” means a Supplemental
Indenture, to be entered into substantially in the form attached hereto as Exhibit
E.


“Tax Sharing Agreement” means the Tax Sharing
Agreement, dated as of the Closing Date, among the Company, Holding, Investment
Holding and Holding Parent, as the same may be amended, supplemented, waived or
otherwise modified from time to time in accordance with the terms thereof and
of this Indenture.



 H-38
 









“Temporary Cash Investments” means any of the
following:  (i) any
investment in (x) direct obligations of the
United States of America, a member state of The European Union or any country
in whose currency funds are being held pending their application in the making
of an investment or capital expenditure by the Company or a Restricted
Subsidiary in that country or with such funds, or any agency or instrumentality
of any thereof or obligations Guaranteed by the United States of America or a
member state of The European Union or any country in whose currency funds are
being held pending their application in the making of an investment or capital
expenditure by the Company or a Restricted Subsidiary in that country or with
such funds, or any agency or instrumentality of any of the foregoing, or
obligations guaranteed by any of the foregoing or (y) direct
obligations of any foreign country recognized by the United States of America
rated at least “A” by S&P or “A-1” by Moody’s (or, in either case,
the equivalent of such rating by such organization or, if no rating of S&P
or Moody’s then exists, the equivalent of such rating by any nationally
recognized rating organization), (ii) overnight bank deposits,
and investments in time deposit accounts, certificates of deposit, bankers’
acceptances and money market deposits (or, with respect to foreign banks,
similar instruments) maturing not more than one year after the date of
acquisition thereof issued by (x) any
bank or other institutional lender under a Credit Facility or any affiliate
thereof or (y) a bank or trust company that is
organized under the laws of the United States of America, any state thereof or
any foreign country recognized by the United States of America having capital
and surplus aggregating in excess of $250.0 million (or the foreign
currency equivalent thereof) and whose long term debt is rated at least “A” by
S&P or “A-1” by Moody’s (or, in either case, the equivalent of such
rating by such organization or, if no rating of S&P or Moody’s then exists,
the equivalent of such rating by any nationally recognized rating organization)
at the time such Investment is made, (iii) repurchase obligations
for underlying securities or instruments of the types described in
clause (i) or (ii) above entered into with a bank meeting the
qualifications described in clause (ii) above, (iv) Investments
in commercial paper, maturing not more than 24 months after the date of acquisition,
issued by a Person (other than that of the Company or any of its Subsidiaries),
with a rating at the time as of which any Investment therein is made of “P-2”
(or higher) according to Moody’s or “A-2” (or higher) according to
S&P (or, in either case, the equivalent of such rating by such organization
or, if no rating of S&P or Moody’s then exists, the equivalent of such
rating by any nationally recognized rating organization), (v) Investments
in securities maturing not more than 24 months after the date of acquisition
issued or fully guaranteed by any state, commonwealth or territory of the
United States of America, or by any political subdivision or taxing authority
thereof, and rated at least “BBB-” by S&P or “Baa3” by Moody’s (or, in
either case, the equivalent of such rating by such organization or, if no
rating of S&P or Moody’s then exists, the equivalent of such rating by any
nationally recognized rating organization), (vi) Indebtedness
or Preferred Stock (other than of the Company or any of its Subsidiaries)
having a rating of “A” or higher by S&P or “A2” or higher by Moody’s (or,
in either case, the equivalent of such rating by such organization or, if no
rating of S&P or Moody’s then exists, the equivalent of such rating by any
nationally recognized rating organization), (vii) investment
funds investing 95% of their assets in securities of the type described in
clauses (i)-(vi) above (which funds may also hold reasonable amounts of
cash pending investment and/or distribution), (viii) any money
market



 H-39
 









deposit accounts issued
or offered by a domestic commercial bank or a commercial bank organized and
located in a country recognized by the United States of America, in each case,
having capital and surplus in excess of $250.0 million (or the foreign
currency equivalent thereof), or investments in money market funds subject to
the risk limiting conditions of Rule 2a-7 (or any successor rule) of
the SEC under the Investment Company Act of 1940, as amended, and (ix) similar investments approved
by the Board of Directors in the ordinary course of business.


“TIA” means the Trust Indenture Act of 1939 (15
U.S.C. §§ 77aaa-7bbbb) as in effect on the date of this Indenture.


“Trade Payables” means, with respect to any
Person, any accounts payable or any indebtedness or monetary obligation to
trade creditors created, assumed or guaranteed by such Person arising in the
ordinary course of business in connection with the acquisition of goods or
services.


“Transactions” means, collectively, any or all
of the following:  (i) the
Merger, (ii) the repayment at maturity or
redemption of the Existing 2007 Notes, the redemption of the Existing 2009
Notes and the repayment and termination of the Existing Credit Facilities, (iii) the entry into this Indenture, and the offer and
issuance of the Notes, (iv) the
entry into the Senior Credit Facilities and Incurrence of Indebtedness
thereunder by one or more of the Company and its Subsidiaries, and (v) all other transactions relating to any of the
foregoing (including payment of fees and expenses related to any of the
foregoing). For purposes of the foregoing, “Existing Credit Facilities” means
the Credit Agreement, dated as of May 19, 2004, as amended by Amendment No. 1,
dated as of May 6, 2005, each among ServiceMaster, the lenders, JPMorgan Chase
Bank and Bank of America, N.A. as syndication agents, SunTrust Bank, as
administrative agent, and U.S. Bank National Association and Wachovia Bank,
N.A. as documentation agents.


“Trustee” means the party named as such in the
first paragraph of this Indenture until a successor replaces it and,
thereafter, means the successor.


“Trust Officer” means the Chairman of the
Board, the President or any other officer or assistant officer of the Trustee
assigned by the Trustee to administer its corporate trust matters.


“Unrestricted Cash” means cash, Cash
Equivalents and Temporary Cash Investments, other than (i) as
disclosed in the consolidated financial statements of the Company as a line
item on the balance sheet as “restricted cash” and (ii) cash,
Cash Equivalents and Temporary Cash Investments of a Captive Insurance Company
or Home Warranty Subsidiary to the extent such cash, Cash Equivalents and
Temporary Cash Investments are not permitted by applicable law or regulation to
be dividended, distributed or otherwise transferred to the Company or any
Restricted Subsidiary that is not either a Captive Insurance Company or a Home
Warranty Subsidiary.



 H-40















“Unrestricted Subsidiary” means (i) any Subsidiary of the Company that at the time of
determination is an Unrestricted Subsidiary, as designated by the Board of
Directors in the manner provided below, and (ii) any
Subsidiary of an Unrestricted Subsidiary.  The Board of Directors may designate any
Subsidiary of the Company (including any newly acquired or newly formed
Subsidiary of the Company) to be an Unrestricted Subsidiary unless such
Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness
of, or owns or holds any Lien on any property of, the Company or any other
Restricted Subsidiary of the Company that is not a Subsidiary of the Subsidiary
to be so designated; provided, that (A) such
designation was made at or prior to the Closing Date, or (B) the
Subsidiary to be so designated has total consolidated assets of $1,000 or less
or (C) if such Subsidiary has
consolidated assets greater than $1,000, then such designation would be
permitted under Section 409. 
The Board of Directors may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided, that immediately after giving effect to such designation (x) the Company could Incur at least $1.00 of additional
Indebtedness under Section 407(a) or (y) the
Consolidated Coverage Ratio would be greater than it was immediately prior to
giving effect to such designation or (z) such
Subsidiary shall be a Special Purpose Subsidiary with no Indebtedness
outstanding other than Indebtedness that can be Incurred (and upon such
designation shall be deemed to be Incurred and outstanding) pursuant to Section 407(b).  Any such designation by the Board of
Directors shall be evidenced to the Trustee by promptly filing with the Trustee
a copy of the resolution of the Company’s Board of Directors giving effect to
such designation and an Officer’s Certificate of the Company certifying that
such designation complied with the foregoing provisions.


“U.S. Government Obligation” means (x) any security that is (i) a direct obligation of the
United States of America for the payment of which the full faith and credit of
the United States of America is pledged or (ii) an obligation of a Person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America the payment of which is unconditionally guaranteed as
a full faith and credit obligation by the United States of America, which, in
either case under the preceding clause (i) or (ii) is not callable or
redeemable at the option of the issuer thereof, and (y) any
depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act) as custodian with respect to any U.S. Government Obligation
that is specified in clause (x) above and held by such bank for the
account of the holder of such depositary receipt, or with respect to any
specific payment of principal of or interest on any U.S. Government Obligation
that is so specified and held, provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depositary receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or the specific payment
of principal or interest evidenced by such depositary receipt.


“Voting Stock” of an entity means all classes
of Capital Stock of such entity then outstanding and normally entitled to vote
in the election of directors or all interests in such entity with the ability
to control the management or actions of such entity.



 H-41
 









“Wholly Owned Domestic
Subsidiary” means as to any Person, any Domestic Subsidiary of such Person
that is a Material Subsidiary of such Person, and of which such Person owns,
directly or indirectly through one or more Wholly Owned Domestic Subsidiaries,
all of the Capital Stock of such Domestic Subsidiary.



 H-42
 









Section 102                                   Other
Definitions.




	
  Term

  	
   

  	
  Defined in

  Section

  
	
   

  	
   

  	
   

  
	
  “Act”

  	
   

  	
  108

  
	
  “Affiliate
  Transaction”

  	
   

  	
  412

  
	
  “Agent Members”

  	
   

  	
  312

  
	
  “AHYDO
  Redemption Date

  	
   

  	
  1008

  
	
  “Amendment”

  	
   

  	
  410

  
	
  “Applicable
  Premium”

  	
   

  	
  1001

  
	
  “Authentication
  Order”

  	
   

  	
  303

  
	
  “Bankruptcy Law”

  	
   

  	
  601

  
	
  “Cash Interest

  	
   

  	
  301

  
	
  “Cash Interest
  Rate

  	
   

  	
  301

  
	
  “Certificate of
  Beneficial Ownership”

  	
   

  	
  313

  
	
  “Change of
  Control Offer”

  	
   

  	
  415

  
	
  “Covenant
  Defeasance”

  	
   

  	
  1203

  
	
  “Custodian”

  	
   

  	
  601

  
	
  “Defaulted
  Interest”

  	
   

  	
  307

  
	
  “Defeasance”

  	
   

  	
  1202

  
	
  “Defeased Notes”

  	
   

  	
  1201

  
	
  “Distribution
  Compliance Period”

  	
   

  	
  201

  
	
  “Election
  Notice”

  	
   

  	
  301

  
	
  “Event of
  Default”

  	
   

  	
  601

  
	
  “Excess
  Proceeds”

  	
   

  	
  411

  
	
  “Expiration
  Date”

  	
   

  	
  108

  
	
  “Global Notes”

  	
   

  	
  201

  
	
  “Initial
  Agreement”

  	
   

  	
  410

  
	
  “Initial Lien”

  	
   

  	
  413

  
	
  “Mandatory
  Principal Redemption

  	
   

  	
  1008

  
	
  “Mandatory
  Principal Redemption Amount

  	
   

  	
  1008

  
	
  “Minimum
  Denomination”

  	
   

  	
  302

  
	
  “Note Register”
  and “Note Registrar”

  	
   

  	
  305

  
	
  “Notice of
  Default”

  	
   

  	
  601

  
	
  “Offer”

  	
   

  	
  411

  
	
  “Permanent
  Regulation S Global Notes”

  	
   

  	
  201

  
	
  “Permitted
  Payment”

  	
   

  	
  409

  
	
  “Physical Notes”

  	
   

  	
  201

  
	
  “PIK Interest”

  	
   

  	
  301

  
	
  “PIK Payment”

  	
   

  	
  301

  
	
  “Private
  Placement Legend”

  	
   

  	
  203

  






 



 H-43
 









 




	
  Term

  	
   

  	
  Defined in

  Section

  
	
   

  	
   

  	
   

  
	
  “Redemption Amount”

  	
   

  	
  1001

  
	
  “Redemption
  Price”

  	
   

  	
  1001

  
	
  “Refinancing
  Agreement”

  	
   

  	
  410

  
	
  “Refunding
  Capital Stock”

  	
   

  	
  409

  
	
  “Regular Record
  Date”

  	
   

  	
  301

  
	
  “Regulation S
  Global Notes”

  	
   

  	
  201

  
	
  “Regulation S
  Note Exchange Date”

  	
   

  	
  313

  
	
  “Regulation S
  Physical Notes”

  	
   

  	
  201

  
	
  “Reporting Date”

  	
   

  	
  405

  
	
  “Restricted
  Payment”

  	
   

  	
  409

  
	
  “Rule 144A
  Global Note”

  	
   

  	
  201

  
	
  “Rule 144A
  Physical Notes”

  	
   

  	
  201

  
	
  “Subsidiary
  Guaranteed Obligations”

  	
   

  	
  1301

  
	
  “Successor
  Company”

  	
   

  	
  501

  
	
  “Temporary
  Regulation S Global Note”

  	
   

  	
  201

  
	
  “Treasury
  Capital Stock

  	
   

  	
  409

  
	
  “Treasury Rate”

  	
   

  	
  1001

  






 


Section 103                                   Rules
of Construction.  For all purposes of
this Indenture, except as otherwise expressly provided or unless the context
otherwise requires:


(1)                                  the
terms defined in this Indenture have the meanings assigned to them in this
Indenture;


(2)                                  “or”
is not exclusive;


(3)                                  all
accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with GAAP;


(4)                                  the
words “herein,” “hereof” and “hereunder” and other words
of similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision;


(5)                                  all
references to “$” or “dollars” shall refer to the lawful currency
of the United States of America;


(6)                                  the
words “include,” “included” and “including,” as used
herein, shall be deemed in each case to be followed by the phrase “without
limitation,” if not expressly followed by such phrase or the phrase “but
not limited to”;


(7)                                  words
in the singular include the plural, and words in the plural include the
singular;



 H-44
 









(8)                                  references
to sections of, or rules under, the Securities Act shall be deemed to include
substitute, replacement or successor sections or rules adopted by the SEC from
time to time; and


(9)                                  any
reference to a Section, Article or clause refers to such Section, Article or
clause of this Indenture.


Section 104                                   Incorporation
by Reference of TIA.  Whenever this
Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture. 
This Indenture is subject to the mandatory provisions of the TIA, which
are incorporated by reference in and made a part of this Indenture.  Any terms incorporated by reference in this
Indenture that are defined by the TIA, defined by any TIA reference to another
statute or defined by SEC rule under the TIA, have the meanings so assigned to
them therein.  The following TIA terms
have the following meanings:


“indenture securities” means the Notes.


“indenture trustee” or “institutional
trustee” means the Trustee.


“obligor” on the indenture securities means the Company, any
Subsidiary Guarantor, and any successor or other obligor on the indenture
securities.


Section 105                                   Conflict
with TIA.  If any provision hereof
limits, qualifies or conflicts with a provision of the TIA that is required
under the TIA to be a part of and govern this Indenture, the latter provision
shall control.  If any provision of this
Indenture modifies or excludes any provision of the TIA that may be so modified
or excluded, the latter provision shall be deemed (i) to
apply to this Indenture as so modified or (ii) to be
excluded, as the case may be.


Section 106                                   Compliance
Certificates and Opinions.  Upon any
application or request by the Company or by any other obligor upon the Notes
(including any Subsidiary Guarantor) to the Trustee to take any action under
any provision of this Indenture, the Company or such other obligor (including
any Subsidiary Guarantor), as the case may be, shall furnish to the Trustee
such certificates and opinions as may be required under the TIA.  Each such certificate or opinion shall be
given in the form of one or more Officer’s Certificates, if to be given by an
Officer, or an Opinion of Counsel, if to be given by counsel, and shall comply
with the requirements of the TIA and any other requirements set forth in this
Indenture.  Notwithstanding the
foregoing, in the case of any such request or application as to which the
furnishing of any Officer’s Certificate or Opinion of Counsel is specifically
required by any provision of this Indenture relating to such particular request
or application, no additional certificate or opinion need be furnished.


Every certificate or
opinion with respect to compliance with a condition or covenant provided for in
this Indenture (except for certificates provided for in Section 406)
shall include:



 H-45
 









(1)                                  a
statement that the individual signing such certificate or opinion has read such
covenant or condition and the definitions herein relating thereto;


(2)                                  a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based;


(3)                                  a
statement that, in the opinion of such individual, he or she made such
examination or investigation as is necessary to enable him or her to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and


(4)                                  a
statement as to whether, in the opinion of such individual, such condition or
covenant has been complied with.


Section 107                                   Form
of Documents Delivered to Trustee. 
In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.


Any certificate or
opinion of an Officer may be based, insofar as it relates to legal matters,
upon a certificate or opinion of, or representations by, counsel, unless such
Officer knows that the certificate or opinion or representations with respect
to the matters upon which his certificate or opinion is based are
erroneous.  Any such certificate or
opinion of counsel may be based, insofar as it relates to factual matters, upon
a certificate or opinion of, or representations by, an Officer or Officers to
the effect that the information with respect to such factual matters is in the
possession of the Company, unless such counsel knows that the certificate or
opinion or representations with respect to such matters are erroneous.


Where any Person is
required to make, give or execute two or more applications, requests, consents,
certificates, statements, opinions or other instruments under this Indenture,
they may, but need not, be consolidated and form one instrument.


Section 108                                   Acts
of Noteholders; Record Dates.  (a)  Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by agent
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee, and, where it is hereby expressly required, to the
Company, as the case may be.  Such instrument
or instruments (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the “Act” of the Holders signing such
instrument or instruments.  Proof of
execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and 



 H-46
 









(subject to Section 701)
conclusive in favor of the Trustee, the Company and any other obligor upon the
Notes, if made in the manner provided in this Section 108.


(b)                                 The
fact and date of the execution by any Person of any such instrument or writing
may be proved by the affidavit of a witness of such execution or by the
certificate of any notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such
instrument or writing acknowledged to him the execution thereof.  Where such execution is by an officer of a
corporation or a member of a partnership or other legal entity other than an
individual, on behalf of such corporation or partnership or entity, such
certificate or affidavit shall also constitute sufficient proof of such Person’s
authority.  The fact and date of the
execution of any such instrument or writing, or the authority of the person
executing the same, may also be proved in any other manner that the Trustee
deems sufficient.


(c)                                  The
ownership of Notes shall be proved by the Note Register.


(d)                                 Any
request, demand, authorization, direction, notice, consent, waiver or other
action by the Holder of any Note shall bind the Holder of every Note issued
upon the transfer thereof or in exchange therefor or in lieu thereof, in
respect of anything done, suffered or omitted to be done by the Trustee, the
Company or any other obligor upon the Notes in reliance thereon, whether or not
notation of such action is made upon such Note.


(e)                                  (i)                                     The
Company may set any day as a record date for the purpose of determining the
Holders of Outstanding Notes entitled to give, make or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be given, made or taken by Holders
of Notes, provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph.  If any record date is set pursuant to this
paragraph, the Holders of Outstanding Notes on such record date (or their duly
designated proxies), and no other Holders, shall be entitled to take the
relevant action, whether or not such Persons remain Holders after such record
date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Notes on such record date.  Nothing in
this paragraph shall be construed to prevent the Company from setting a new
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding Notes
on the date such action is taken. 
Promptly after any record date is set pursuant to this paragraph, the
Company, at its expense,  shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Trustee in writing and to each Holder of
Notes in the manner set forth in Section 110.


(ii)                                  The
Trustee may set any day as a record date for the purpose of determining the
Holders of Outstanding Notes entitled to join in the giving or making of 



 H-47
 









(A) any
Notice of Default, (B) any
declaration of acceleration referred to in Section 602, (C) any request to institute proceedings referred to in Section 607(ii)
or (D) any direction referred to in Section 612,
in each case with respect to Notes.  If
any record date is set pursuant to this paragraph, the Holders of Outstanding
Notes on such record date, and no other Holders, shall be entitled to join in
such notice, declaration, request or direction, whether or not such Holders
remain Holders after such record date; provided that
no such action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date by Holders of the requisite principal amount of
Outstanding Notes on such record date. 
Nothing in this paragraph shall be construed to prevent the Trustee from
setting a new record date for any action for which a record date has previously
been set pursuant to this paragraph (whereupon the record date previously set
shall automatically and with no action by any Person be cancelled and of no
effect), and nothing in this paragraph shall be construed to render ineffective
any action taken by Holders of the requisite principal amount of Outstanding
Notes on the date such action is taken. 
Promptly after any record date is set pursuant to this paragraph, the
Trustee, at the Company’s expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to
the Company in writing and to each Holder of Notes in the manner set forth in Section 110.


(iii)                               With
respect to any record date set pursuant to this Section 108, the
party hereto that sets such record dates may designate any day as the “Expiration
Date” and from time to time may change the Expiration Date to any earlier
or later day; provided that no such change
shall be effective unless notice of the proposed new Expiration Date is given
to the Company or the Trustee, whichever such party is not setting a record
date pursuant to this Section 108(e) in writing, and to each Holder
of Notes in the manner set forth in Section 110, on or prior to the
existing Expiration Date.  If an
Expiration Date is not designated with respect to any record date set pursuant
to this Section, the party hereto that set such record date shall be deemed to
have initially designated the 180th day after such record date as the
Expiration Date with respect thereto, subject to its right to change the
Expiration Date as provided in this paragraph. 
Notwithstanding the foregoing, no Expiration Date shall be later than
the 180th day after the applicable record date.


(iv)                              Without
limiting the foregoing, a Holder entitled hereunder to take any action
hereunder with regard to any particular Note may do so with regard to all or
any part of the principal amount of such Note or by one or more duly appointed
agents each of which may do so pursuant to such appointment with regard to all
or any part of such principal amount.


(v)                                 Without
limiting the generality of the foregoing, a Holder, including the Depositary,
that is the Holder of a Global Note, may make, give or take, by a proxy or
proxies duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in this Indenture
to be made, given or taken by Holders, and the Depositary, as the Holder of a
Global Note, may provide its proxy or 



 H-48
 









proxies to the beneficial owners of interests
in any such Global Note through such depositary’s standing instructions and
customary practices.


(vi)                              The
Company may fix a record date for the purpose of determining the persons who
are beneficial owners of interests in any Global Note held by the Depositary
entitled under the procedures of such depositary to make, give or take, by a
proxy or proxies duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in this Indenture
to be made, given or taken by Holders. 
If such a record date is fixed, the Holders on such record date or their
duly appointed proxy or proxies, and only such persons, shall be entitled to
make, give or take such request, demand, authorization, direction, notice,
consent, waiver or other action, whether or not such Holders remain Holders
after such record date.  No such request,
demand, authorization, direction, notice, consent, waiver or other action shall
be valid or effective if made, given or taken more than 90 days after such
record date.


Section 109                                   Notices,
etc., to Trustee and Company.  Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with,


(1)                                  the
Trustee by any Holder or by the Company or by any other obligor upon the Notes shall
be sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Trustee at [insert Trustee’s address],
Attention:  [Insert
relevant department] (telephone: 
[insert  Trustee
telephone]; telecopier:  [insert Trustee telecopier] or at any other address furnished
in writing to the Company by the Trustee, or


(2)                                  the
Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder if in writing and mailed, first-class postage prepaid, to the Company
at The ServiceMaster Company, 860 Ridge Lake Boulevard, Memphis, TN 38120,
Attention:  Treasurer (telephone: 
901-766-1400; telecopier: 
901-766-1107); with copies to Debevoise & Plimpton
LLP, 919 Third Avenue, New York, New York 10022, Attention:  David A. Brittenham, Esq. and Peter J.
Loughran, Esq. (telephone:  212-909-6000;
telecopier:  212-909-6836),
or at any other address previously furnished in writing to the Trustee by the
Company.


(3)                                  The
Company or the Trustee, by notice to the other, may designate additional or
different addresses for subsequent notices or communications.


Section 110                                    Notices
to Holders; Waiver.  Where this
Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, or by overnight air courier
guaranteeing next day delivery, to each Holder affected by such event, at such
Holder’s address as it appears in the Note Register, not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such
notice.  In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders.



 H-49
 









Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice.  Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.


In case, by reason of the suspension of regular mail
service, or by reason of any other cause, it shall be impossible to mail notice
of any event as required by any provision of this Indenture, then such
notification as shall be made with the approval of the Trustee (such approval not
to be unreasonably withheld) shall constitute a sufficient notification for
every purpose hereunder.


Section 111                                   Effect
of Headings and Table of Contents. 
The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.


Section 112                                   Successors
and Assigns.  All covenants and
agreements in this Indenture by the Company shall bind its respective
successors and assigns, whether so expressed or not.  All agreements of the Trustee in this
Indenture shall bind its successors.


Section 113                                   Separability
Clause.  In case any provision in
this Indenture or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


Section 114                                   Benefits
of Indenture.  Nothing in this
Indenture or in the Notes, express or implied, shall give to any Person, other
than the parties hereto and their successors hereunder, any Paying Agent and
the Holders, any benefit or any legal or equitable right, remedy or claim under
this Indenture.


Section 115                                   GOVERNING
LAW.  THIS INDENTURE AND THE NOTES
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 INDENTURE
OR THE NOTES.


Section 116                                   Legal
Holidays.  In any case where any
Interest Payment Date, Redemption Date or Stated Maturity of any Note shall not
be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Notes) payment of interest or principal
and premium (if any) need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment with
the same force and effect as if made on the Interest Payment Date or Redemption
Date, or at the Stated Maturity, and no interest shall accrue on such payment
for the intervening period.



 H-50
 









Section 117                                   No
Personal Liability of Directors, Officers, Employees, Incorporators and
Stockholders.  No director, officer,
employee, incorporator or stockholder of the Company, any Subsidiary Guarantor
or any Subsidiary of any thereof shall have any liability for any obligation of
the Company or any Subsidiary Guarantor under this Indenture, the Notes or any
Subsidiary Guarantee, or for any claim based on, in respect of, or by reason
of, any such obligation or its creation. 
Each Noteholder, by accepting the Notes, waives and releases all such
liability.  The waiver and release are
part of the consideration for issuance of the Notes.


Section 118                                   Exhibits
and Schedules.  All exhibits and
schedules attached hereto are by this reference made a part hereof with the
same effect as if herein set forth in full.


Section 119                                   Counterparts.  This Indenture may be executed in any number
of counterparts, each of which shall be an original; but such counterparts
shall together constitute but one and the same instrument.


ARTICLE
II


NOTE
FORMS


Section 201                                   Forms
Generally.  The Initial Notes and
Initial Additional Notes that are not Exchange Notes and the Trustee’s
certificate of authentication relating thereto shall be in substantially the
forms set forth, or referenced, in this Article II and Exhibit A
annexed hereto.  The Exchange Notes and any Additional Notes that are not Initial
Additional Notes, or that are issued in a registered offering pursuant to the
Securities Act, and the Trustee’s certificate of authentication relating
thereto shall be in substantially the forms set forth, or referenced, in this Article II
and Exhibit B annexed hereto.  Each
of Exhibit A and B, is hereby incorporated in and expressly made
a part of this Indenture.  The Notes may
have such appropriate insertions, omissions, substitutions, notations, legends,
endorsements, identifications and other variations as are required or permitted
by law, stock exchange rule or depositary rule or usage, agreements to which
the Company is subject, if any, or other customary usage, or as may
consistently herewith be determined by the Officers of the Company executing
such Notes, as evidenced by such execution (provided always
that any such notation, legend, endorsement, identification or variation
is in a form acceptable to the Company). 
Each Note shall be dated the date of its authentication.  The terms of the Notes set forth in Exhibits
A and B are part of the terms of this Indenture.  Any portion of the text of any Note may be
set forth on the reverse thereof, with an appropriate reference thereto on the
face of the Note.


Initial Notes and
any Initial Additional Notes offered and sold in reliance on Rule 144A
shall, unless the Company otherwise notifies the Trustee in writing, be issued
in the form of one or more permanent global Notes in substantially the form set
forth in Exhibit A hereto, except as otherwise permitted herein.  Such Global Notes shall be referred to
collectively herein as the “Rule 144A Global Note,” and shall be
deposited with the Trustee, as custodian for the Depositary or its nominee, for
credit to an account of an Agent Member, and shall be duly executed by the
Company and authenticated by the Trustee as hereinafter provided.  The aggregate principal amount of a
Rule 144A Global Note may from time to time be increased or



 H-51
 









decreased by
adjustments made on the records of the Trustee, as custodian for the Depositary
or its nominee, as hereinafter provided.


Initial Notes and
any Initial Additional Notes offered and sold in offshore transactions in
reliance on Regulation S under the Securities Act shall, unless the Company
otherwise notifies the Trustee in writing, be issued in the form of one or more
temporary global Notes in substantially the form set forth in Exhibit A
hereto, except as otherwise permitted herein. 
Such Global Notes shall be referred to herein as the “Temporary
Regulation S Global Notes,” and shall be deposited with the Trustee, as
custodian for the Depositary or its nominee for the accounts of designated
Agent Members holding on behalf of Euroclear or Clearstream and shall be duly
executed by the Company and authenticated by the Trustee as hereinafter
provided.


Following the
expiration of the distribution compliance period set forth in Regulation S
(the “Distribution Compliance Period”) with respect to any Temporary
Regulation S Global Note, beneficial interests in such Temporary
Regulation S Global Note shall be exchanged as provided in Sections 312
and 313 for beneficial interests in one or more permanent global Notes
in substantially the form set forth in Exhibit A, except as otherwise permitted
herein.  Such Global Notes shall be
referred to herein as the “Permanent Regulation S Global Notes”
and, together with the Temporary Regulation S Global Notes, as the “Regulation S
Global Notes.”  The Permanent
Regulation S Global Notes shall be deposited with the Trustee, as
custodian for the Depositary or its nominee for credit to the account of an
Agent Member and shall be duly executed by the Company and authenticated by the
Trustee as hereinafter provided. 
Simultaneously with the authentication of a Permanent Regulation S
Global Note, the Trustee shall cancel the related Temporary Regulation S
Global Note.  The aggregate principal
amount of a Regulation S Global Note may from time to time be increased or
decreased by adjustments made in the records of the Trustee, as custodian for
the Depositary or its nominee, as hereinafter provided.


Subject to the
limitations on the issuance of certificated Notes set forth in Sections 312
and 313, Initial Notes and any Initial Additional Notes issued pursuant
to Section 305 in exchange for or upon transfer of beneficial
interests (x) in a
Rule 144A Global Note shall be in the form of permanent certificated Notes
substantially in the form set forth in Exhibit A hereto (the “Rule 144A
Physical Notes”) or (y) in
a Regulation S Global Note (if any), on or after the Regulation S
Note Exchange Date with respect to such Regulation S Global Note, shall be
in the form of permanent certificated Notes substantially in the form set forth
in Exhibit A hereto (the “Regulation S Physical Notes”),
respectively, as hereinafter provided.


The Rule 144A
Physical Notes and Regulation S Physical Notes shall be construed to
include any certificated Notes issued in respect thereof pursuant to Section 304,
305, 306 or 1009, and the Rule 144A Global Notes and
Regulation S Global Notes shall be construed to include any global Notes
issued in respect thereof pursuant to Section 304, 305, 306
or 1009.  The Rule 144A
Physical Notes and the Regulation S Physical Notes, together with any
other certificated Notes issued and authenticated pursuant to this Indenture,
are sometimes 



 H-52
 









collectively
herein referred to as the “Physical Notes.”  The Rule 144A Global Notes and the
Regulation S Global Notes, together with any other global Notes that are
issued and authenticated pursuant to this Indenture, are sometimes collectively
referred to as the “Global Notes.”


Exchange Notes
shall be issued substantially in the form set forth in Exhibit B
hereto and, subject to Section 312(b), shall be in the form of one
or more Global Notes.


Section 202                                   Form
of Trustee’s Certificate of Authentication. 
The Notes will have endorsed thereon a Trustee’s certificate of
authentication in substantially the following form:


This
is one of the Notes referred to in the within-mentioned Indenture.


	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  
	
  Dated:

  	
   

  	
   

  



 


If an appointment of an
Authenticating Agent is made pursuant to Section 714, the Notes may
have endorsed thereon, in lieu of the Trustee’s certificate of authentication,
an alternative certificate of authentication in substantially the following
form:


This is one of the Notes
referred to in the within-mentioned Indenture.


	
  

  	
   

  	
  [INSERT NAME OF INSTITUTION APPOINTED

  
	
   

  	
   

  	
  AS TRUSTEE]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  As Authenticating Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized Officer

  



Dated:


Section 203                                   Restrictive
and Global Note Legends.  Each Global
Note and Physical Note (and all Notes issued in exchange therefor or
substitution thereof) shall bear the following legend set forth below (the “Private
Placement Legend”) on the face thereof until the Private Placement Legend
is removed or not required in accordance with Section 313(4):



 H-53
 









THIS NOTE HAS NOT
BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION,
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. EACH
PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE
SECURITIES ACT.


BY ITS ACCEPTANCE
HEREOF, THE HOLDER OF THIS NOTE (1) REPRESENTS
THAT (A) IT IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE
IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES
ACT OR (C) IT IS AN “INSTITUTIONAL”
ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER
REGULATION D PROMULGATED UNDER THE SECURITIES ACT (AN “ACCREDITED
INVESTOR”) AND (2) AGREES
THAT IT WILL NOT WITHIN [TWO YEARS—FOR NOTES
ISSUED PURSUANT TO RULE 144A][40 DAYS—FOR NOTES ISSUED IN OFFSHORE TRANSACTIONS PURSUANT TO REGULATION S]
AFTER THE LATER OF THE DATE OF THE ORIGINAL ISSUANCE OF THIS NOTE AND THE DATE
ON WHICH THE COMPANY OR ANY OF ITS AFFILIATES OWNED SUCH NOTE, OFFER, RESELL OR
OTHERWISE TRANSFER THIS NOTE EXCEPT (A) (I) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (II) FOR SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, INSIDE THE UNITED STATES TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (III) INSIDE
THE UNITED STATES TO AN ACCREDITED INVESTOR THAT IS ACQUIRING THE NOTES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, IN EACH CASE IN
A MINIMUM PRINCIPAL AMOUNT OF THE 



 H-54
 









NOTES OF $250,000,
FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR THE OFFER OR SALE IN
CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, AND THAT
PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S.
BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS
NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE),
(IV) OUTSIDE THE UNITED STATES IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF
AVAILABLE), (V) PURSUANT TO THE EXEMPTION
FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE),
(VI) IN ACCORDANCE WITH ANOTHER
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED
UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), OR (VII) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT AND (B) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES AND OTHER JURISDICTIONS. THE HOLDER OF THIS NOTE FURTHER AGREES THAT IT
WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF
THIS NOTE PURSUANT TO SUBCLAUSES (III) TO (VI) OF CLAUSE (A) ABOVE,
THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY
SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE
TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT.



 H-55
 









Each Global Note, whether or not an Initial Note,
shall also bear the following legend on the face thereof:


UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”) TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


TRANSFERS OF THIS
GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
SECTIONS 312 AND 313 OF THE INDENTURE (AS DEFINED HEREIN).


Each Temporary Regulation S Global Note shall
also bear the following legend on the face thereof:


BY ITS ACQUISITION
HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON, NOR IS IT
PURCHASING FOR THE ACCOUNT OF A U.S. PERSON, AND IS ACQUIRING THIS SECURITY IN
AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE
SECURITIES ACT.


EXCEPT AS
SPECIFIED IN THE INDENTURE, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY
REGULATION S GLOBAL NOTE WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE
PERMANENT REGULATION S GLOBAL NOTE OR ANY OTHER NOTE REPRESENTING AN
INTEREST IN THE NOTES REPRESENTED HEREBY WHICH DO NOT CONTAIN A 



 H-56
 









LEGEND CONTAINING
RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE “40 DAY DISTRIBUTION
COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(b)(2) OF REGULATION S
UNDER THE SECURITIES ACT).  DURING SUCH
40 DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS
TEMPORARY REGULATION S GLOBAL NOTE MAY NOT BE SOLD, PLEDGED OR TRANSFERRED
TO A U.S. PERSON OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON.


ARTICLE
III


THE
NOTES


Section 301                                   Title
and Terms.  The aggregate principal
amount of Notes that may be authenticated and delivered and Outstanding under
this Indenture is not limited.  The
Initial Notes will be issued in an aggregate principal amount of up to
[$1,150,000,000] [$1,150,000,000 plus the amount of any increase in principal
amount under the Senior Interim Loan Agreement resulting from the payment of
PIK interest thereunder].  Additional
Notes (including any Exchange Notes issued in exchange therefor) will vote (or
consent) as a class with the other Notes and otherwise be treated as Notes for
all purposes of this Indenture.


The Notes shall be
known and designated as the “10.75%/11.50% Senior Toggle Notes due 2015” of the
Company.  The final Stated Maturity of
the Notes shall be July 15, 2015.


Interest on the
Outstanding principal amount of Notes will be payable semi-annually in arrears
on January 15 and July 15 in each year, commencing on
[January 15, 2009], to holders of record on the immediately preceding
January 1 and July 1, respectively (each such January 1 and
July 1, a “Regular Record Date”). 
Interest on the Original Notes will accrue from the most recent date to
which interest has been paid or duly provided for or, if no interest has been
paid, from [July 24, 2008], and interest on any Additional Notes (and
Exchange Notes issued in exchange therefor) will accrue (or will be deemed to
have accrued) from the most recent date to which interest has been paid or duly
provided for or, if no interest has been paid on such Additional Notes, from
the Interest Payment Date immediately preceding the date of issuance of such
Additional Notes, or if the date of issuance of such Additional Notes is an
Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or
after a record date for an Interest Payment Date that will occur on or after
the date of such exchange, interest on the Note received in exchange thereof
will accrue from the date of such Interest Payment Date.


For any
semi-annual interest period through the Interest Payment Date immediately prior
to July 24, 2011, the Company may, at its option, elect to pay interest on
the Notes (1) entirely in cash (“Cash
Interest”), (2) entirely by increasing
the principal amount of the Outstanding Notes (“PIK Interest”) or (3) 50% as Cash Interest and 50% as PIK Interest.  



 H-57
 









Cash Interest
shall accrue on the Notes for each day during such interest period at a rate
per annum equal to 10.75% (the “Cash Interest Rate”).  PIK Interest shall accrue on the Notes for
each day during such interest period at a rate per annum equal to 11.50%, which
is the Cash Interest Rate plus 75 basis points. 
Interest payable after July 15, 2011 shall be payable in the form of
Cash Interest.


To elect the form
of interest payment on the Notes with respect to any semi-annual interest
period through the Interest Payment Date immediately prior to July 24,
2011, the Company shall give the Trustee written notice of such election (an “Election
Notice”) not less than five Business Days prior to the commencement of the
related interest period, or, in the case of the first semi-annual interest
period following the Issue Date, not less than three Business Days prior to the
Issue Date.  Each Election Notice shall
include information to the following effect: 
(1) the relevant
Interest Payment Date; (2) whether
interest shall be paid on such Interest Payment Date entirely as Cash Interest,
entirely as PIK Interest or 50% as Cash Interest and 50% as PIK Interest; and (3) in the case of any PIK Payment (as
defined below), the increase in the principal amount of the Notes to be
effective upon the relevant Interest Payment Date as a result of such PIK
Payment and the principal amount of the Notes outstanding as of such Interest
Payment Date giving effect to such PIK Payment, as determined in accordance
with this Indenture.  The Trustee shall
promptly deliver a corresponding notice to the Holders of the Notes.  In the absence of such an election for any
semi-annual interest period with respect to the Notes, interest on the Notes
shall be payable entirely in the form specified in the most recent Election
Notice given by the Company to the Trustee.


PIK Interest shall
be payable on the related Interest Payment Date by increasing the principal
amount of the Outstanding Notes by an amount equal to the amount of PIK
Interest for the applicable semi-annual interest period (a “PIK Payment”),
as hereinafter provided.  If the Company
elects to pay 50% as Cash Interest and 50% as PIK Interest, such Cash Interest
and PIK Interest shall be paid to Holders of Notes pro rata in accordance with their interests.  Following an increase in the principal amount
of the Outstanding Notes as a result of a PIK Payment, the Notes shall accrue
interest on such increased principal amount from and after the related Interest
Payment Date of such PIK Payment.  On the
Interest Payment Date for such PIK Payment, the principal amount of each Note
shall be increased by the amount of the PIK Interest payable, rounded up to the
nearest $1.00, for the relevant semi-annual interest period on the principal
amount of such Note as of the relevant Regular Record Date for such Interest
Payment Date, to the credit of the Holders of such Notes on such Regular Record
Date, pro rata in accordance with
their interests, automatically without any further action by any Person.  In the case of the Global Notes, such
increase in principal amount shall be recorded in the Note Registrar’s books and
records and in the schedule to the Global Notes in accordance with this
Indenture.  Alternatively, the Company
may elect, at its option, to issue a new Note or new Notes having a principal
amount equal to the amount of the PIK Payment, in accordance with Section 303
of this Indenture.



 H-58
 









Payment of the
principal of (and premium, if any) and interest (including Cash Interest) on
the Notes will be made at the Corporate Trust Office of the Trustee, or such
other office or agency of the Company maintained for that purpose; provided, however, that
at the option of the Company payment of Cash Interest may be made by wire
transfer of immediately available funds to the account designated to the
Company by the Person entitled thereto or by check mailed to the address of the
Person entitled thereto as such address shall appear in the Note Register.


References in this Indenture and the Notes to the “principal amount” of
the Notes shall include increases in the principal amount of the Outstanding
Notes as a result of any PIK Payment.


Section 302                                   Denominations.  The Notes shall be issuable only in fully
registered form, without coupons, and only in minimum denominations of the
greater of $2,000 or, if greater at the Issue Date, the dollar equivalent of
€1,000 rounded up to the nearest $1,000 (the “Minimum Denomination”),
and integral multiples of $1,000 in excess thereof, subject to the provisions of Section 301 of this Indenture
in respect of increases in principal amount of Notes resulting from any PIK
Payment.


Section 303                                   Execution,
Authentication and Delivery and Dating. 
The Notes shall be executed on behalf of the Company by one Officer
thereof.  The signature of any such
Officer on the Notes may be manual or by facsimile.


Notes bearing the
manual or facsimile signature of an individual who was at any time an Officer
of the Company shall bind the Company, notwithstanding that such individual has
ceased to hold such office prior to the authentication and delivery of such
Notes or did not hold such office at the date of such Notes.


At any time and
from time to time after the execution and delivery of this Indenture, the
Company may deliver Notes executed by the Company to the Trustee for
authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue
in the aggregate principal amounts specified by the Company in accordance with
the Senior Interim Loan Agreement, (ii) Additional
Notes in one or more series from time to time for original issue in aggregate
principal amounts specified by the Company and (iii) Exchange Notes from
time to time for issue in exchange for a like principal amount of Initial Notes
or Initial Additional Notes, in each case specified in
clauses (i) through (iii) above, upon a written order of the Company in
the form of an Officer’s Certificate of the Company (an “Authentication
Order”).  Such Officer’s Certificate
shall specify the amount of Notes to be authenticated and the date on which the
Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or other
similar identification numbers of such Notes, if any, whether the Notes are to
be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are
to be issued as one or more Global Notes or Physical Notes and such other
information as the Company may include or the Trustee may reasonably request.


All Notes shall be
dated the date of their authentication.



 H-59
 









No Note shall be
entitled to any benefit under this Indenture or be valid or obligatory for any
purpose, unless there appears on such Note a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual
signature, and such certificate upon any Note shall be conclusive evidence, and
the only evidence, that such Note has been duly authenticated and delivered
hereunder.


The Company may
issue Notes hereunder in payment of PIK Interest on the Notes, which Notes
shall have identical terms as the Notes issued on the Issue Date.  Notwithstanding any provision to the contrary
herein, in connection with the payment of PIK Interest on the Notes, the
Company shall not be required to issue, and the Trustee shall not be required
to authenticate, Physical Notes if the Company has directed the Paying Agent to
record the payment of such PIK Interest as of the relevant Interest Payment
Date in the Note Registrar’s books and records and in the schedule of principal
amount of each relevant Global Note outstanding or has arranged for the deposit
of a Global Note or Global Notes in the applicable principal amount on or prior
to the relevant Interest Payment Date into the account specified by the Holder
or Holders thereof.  If the Company does
not elect with respect to Notes that are Physical Notes to pay interest thereon
in cash, (i) the Company shall deliver to the
Trustee, no later than two Business Days prior to the relevant Interest Payment
Date, the required amount of Notes, together with an order to authenticate and
deliver such Notes in accordance with this Section 303, and (ii) such Notes, if executed and authenticated pursuant
to this Section 303, shall be mailed to the person entitled thereto
as shown in the Note Register as of the relevant Regular Record Date.


Section 304                                   Temporary
Notes.  Until definitive Notes are
ready for delivery, the Company may prepare and upon receipt of an
Authentication Order the Trustee shall authenticate temporary Notes.  Temporary Notes shall be substantially in the
form of definitive Notes but may have variations that the Company considers
appropriate for temporary Notes.  If
temporary Notes are issued, the Company will cause definitive Notes to be
prepared without unreasonable delay. 
After the preparation of definitive Notes, the temporary Notes shall be
exchangeable for definitive Notes upon surrender of the temporary Notes at the
office or agency of the Company in a Place of Payment, without charge to the
Holder.  Upon surrender for cancellation
of any one or more temporary Notes the Company shall execute and upon receipt
of an Authentication Order the Trustee shall authenticate and deliver in
exchange therefor a like principal amount of definitive Notes of authorized
denominations.  Until so exchanged the
temporary Notes shall in all respects be entitled to the same benefits under
this Indenture as definitive Notes of the same series and tenor.


Section 305                                   Registrar
and Paying Agent.  The Company shall
cause to be kept at the Corporate Trust Office of the Trustee a register (the
register maintained in such office and in any other office or agency of the
Company in a Place of Payment being herein sometimes collectively referred to
as the “Note Register”) in which, subject to such reasonable regulations
as it may prescribe, the Company shall provide for the registration of Notes
and of transfers of Notes.  The Company
may have one or more co-registrars. 
The term “Note Registrar” includes any co-registrars.



 H-60















The Company may
have one or more additional paying agents, and the term “Paying Agent”
shall include any additional Paying Agent.


The Company
initially appoints the Trustee as “Note Registrar” and “Paying Agent” in
connection with the Notes, until such time as it has resigned or a successor
has been appointed.  The Company may
change the Paying Agent or Note Registrar for any series of Notes without prior
notice to the Holders of Notes.  The
Company may enter into an appropriate agency agreement with any Note Registrar
or Paying Agent not a party to this Indenture. 
Any such agency agreement shall implement the provisions of this
Indenture that relate to such agent.  The
Company shall notify the Trustee in writing of the name and address of any such
agent.  If the Company fails to appoint
or maintain a Note Registrar or Paying Agent, the Trustee shall act as such and
shall be entitled to appropriate compensation therefor pursuant to Section 707.  The Company or any wholly-owned Domestic
Subsidiary of the Company may act as Paying Agent, Note Registrar or transfer
agent.


Upon surrender for
transfer of any Note at the office or agency of the Company in a Place of
Payment, in compliance with all applicable requirements of this Indenture and
applicable law, the Company shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or
more new Notes of the same series, of any authorized denominations and of a
like aggregate principal amount.


At the option of
the Holder, Notes may be exchanged for other Notes of the same series, of any
authorized denominations and of a like tenor and aggregate principal amount,
upon surrender of the Notes to be exchanged at such office or agency.  Whenever any Notes are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Notes that the Holder making the exchange is entitled to receive.


All Notes issued
upon any transfer or exchange of Notes shall be the valid obligations of the
Company, evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Notes surrendered upon such transfer or exchange.


Every Note
presented or surrendered for transfer or exchange shall (if so required by the
Company or the Trustee) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and the Note
Registrar duly executed, by the Holder thereof or such Holder’s attorney duly
authorized in writing.


No service charge
shall be made for any registration, transfer or exchange of Notes, but the
Company may require payment of a sum sufficient to cover any transfer tax or
other governmental charge that may be imposed in connection therewith.


The Company shall
not be required (i) to
issue, transfer or exchange any Note during a period beginning at the opening
of business 15 Business Days before the day of the mailing of a notice of
redemption (or purchase) of Notes selected for redemption (or purchase) under Section 1004
and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Note
so selected for redemption (or purchase) in whole or in part.



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The Note Registrar
shall record in the Note Register the increase in principal amount of each Note
as a result of any PIK Payment and the related Interest Payment Date of such
PIK Payment.  No consent of the Holders
shall be required for any such increase in principal amount of any Note or for
the recording thereof in the Note Register. 
Unless the Company elects otherwise, pursuant to Section 301
hereof, the Company shall not execute, and the Trustee shall not be required to
authenticate and deliver, any Note to reflect any such increase in the
principal amount of any Note as a result of any PIK Payment (other than with
respect to Physical Notes (if any) in accordance with the following paragraph),
nor shall the Company, the Trustee or the Note Registrar be required to make
any notation on any Note to reflect any such increase in principal amount (other
than any notation on any Global Note that may be made by the Note Registrar in
accordance with Section 312(h) hereof).


If the Global
Notes have been exchanged for Physical Notes in accordance with Section 312(b)
of this Indenture, at any time after any PIK Payment in accordance with Section 301,
upon surrender for transfer or exchange of any Physical Note as provided in
this Section 305, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees or the Holder of such Physical Note, as the case may be, one or
more new Physical Notes in aggregate principal amount equal to the then current
principal amount of the Physical Note being transferred or exchanged which
principal amount shall reflect all increases in the principal amount thereof as
a result of PIK Payments as recorded in the Note Register.


Section 306                                   Mutilated,
Destroyed, Lost and Stolen Notes.  If
a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note
claims that the Note has been lost, destroyed or wrongfully taken, the Company
shall issue and the Trustee shall authenticate a replacement Note if the
requirements of Section 8-405 of the Uniform Commercial Code are
met, such that the Holder (a) satisfies
the Company or the Trustee within a reasonable time after such Holder has
notice of such loss, destruction or wrongful taking and the Note Registrar does
not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee
prior to the Note being acquired by a protected purchaser as defined in
Section 8-303 of the Uniform Commercial Code (a “protected purchaser”)
and (c) satisfies any other reasonable
requirements of the Trustee.  If required
by the Trustee or the Company, such Holder shall furnish an indemnity bond
sufficient in the judgment of the Trustee to protect the Company, the Trustee,
a Paying Agent and the Note Registrar from any loss that any of them may suffer
if a Note is replaced.


In case any such
mutilated, destroyed, lost or stolen Note has become or is about to become due
and payable, the Company in its discretion may, instead of issuing a new Note,
pay such Note.


Upon the issuance
of any new Note under this Section 306, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee) connected therewith.



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Every new Note
issued pursuant to this Section 306 in lieu of any destroyed, lost
or stolen Note shall constitute an original additional contractual obligation
of the Company, whether or not the destroyed, lost or stolen Note shall be at
any time enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and ratably with any and all other Notes duly issued
hereunder.


The provisions of
this Section 306 are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes.


Section 307                                   Payment
of Interest Rights Preserved. 
Interest on any Note that is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Note (or one or more Predecessor Notes) is registered at the close of
business on the Regular Record Date for such interest specified in Section 301.  For the avoidance of doubt and
notwithstanding any other provision of this Indenture or the Notes, interest
that is paid in the form of PIK Interest shall be considered paid or duly
provided for, for all purposes of this Indenture and the Notes, and shall not
be considered overdue.


Any interest
(including Cash Interest) on any Note that is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date (“Defaulted Interest”)
shall forthwith cease to be payable to the registered Holder on the relevant
Regular Record Date by virtue of having been such Holder; and such Defaulted
Interest may be paid by the Company, at its election, as provided in
clause (1) or clause (2) below:


(1)                                  The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Notes (or their respective Predecessor Notes) are registered at
the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner.  The Company shall notify the Trustee and
Paying Agent in writing of the amount of Defaulted Interest proposed to be paid
on each Note and the date of the proposed payment, and at the same time the
Company shall deposit with the Trustee or Paying Agent an amount of money equal
to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements reasonably satisfactory to the Trustee or
Paying Agent for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as provided in this clause (1).  Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more
than 15 nor less than 10 days prior to the date of the proposed payment and not
less than 10 days after the receipt by the Trustee and the Paying Agent of the
notice of the proposed payment.  The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first class postage prepaid, to each Holder at such Holder’s address as
it appears in the Note Register, not less than 10 days prior to such Special
Record Date.  Notice of the proposed
payment of such Defaulted Interest



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and the Special Record Date therefor having
been so mailed, such Defaulted Interest shall be paid to the Persons in whose
names the Notes (or their respective Predecessor Notes) are registered on such
Special Record Date and shall no longer be payable pursuant to the following
clause (2).


(2)                                  The
Company may make payment of any Defaulted Interest in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such exchange,
if, after notice given by the Company to the Trustee and the Paying Agent of
the proposed payment pursuant to this clause (2), such payment shall be
deemed practicable by the Trustee.


Subject to the
foregoing provisions of this Section 307, each Note delivered under
this Indenture upon transfer of or in exchange for or in lieu of any other Note
of the same series shall carry the rights to interest accrued and unpaid, and
to accrue, that were carried by such other Note of such series.


Section 308                                   Persons
Deemed Owners.  The Company, any
Subsidiary Guarantor, the Trustee, the Paying Agent and any agent of any of
them may treat the Person in whose name any Note is registered as the owner of
such Note for the purpose of receiving payment of principal of (and premium, if
any), and (subject to Section 307) interest on, such Note and for
all other purposes whatsoever, whether or not such Note be overdue, and none of
the Company, any Subsidiary Guarantor, the Trustee, the Paying Agent nor any
agent of any of them shall be affected by notice to the contrary.


Section 309                                   Cancellation.  All Notes surrendered for payment,
redemption, transfer, exchange or conversion shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee and, if not already
cancelled, shall be promptly cancelled by it. 
The Company may at any time deliver to the Trustee for cancellation any
Notes previously authenticated and delivered hereunder that the Company may
have acquired in any manner whatsoever, and all Notes so delivered shall be
promptly cancelled by the Trustee.  No
Notes shall be authenticated in lieu of or in exchange for any Notes cancelled
as provided in this Section, except as expressly permitted by this
Indenture.  All cancelled Notes held by
the Trustee shall be disposed of by the Trustee in accordance with its
customary procedures (subject to the record retention requirements of the
Exchange Act).


Section 310                                   Computation
of Interest.  Interest on the Notes
shall be computed on the basis of a 360-day year consisting of twelve 30-day
months.


Section 311                                   CUSIP
Numbers, ISINs, etc.  The Company in
issuing the Notes may use “CUSIP” numbers, ISINs and “Common Code” numbers (if
then generally in use), and if so, the Trustee may use the CUSIP numbers, ISINs
and “Common Code” numbers in notices of redemption or exchange as a convenience
to Holders; provided, however,
that any such notice may state that no representation is made as to the
correctness or accuracy of such numbers printed in the notice or on the Notes;
that reliance may be placed only on the other identification 



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numbers
printed on the Notes; and that any redemption shall not be affected by any
defect in or omission of such numbers.


Section 312                                   Book-Entry
Provisions for Global Notes.  (a) 
Each Global Note initially shall (i) be
registered in the name of the Depositary for such Global Note or the nominee of
such Depositary, in each case for credit to the account of an Agent Member, and
(ii) be delivered to the Trustee as
custodian for such Depositary.  Neither
the Company nor any agent thereof shall have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests of a Global Note, or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.


Members of, or
participants in, the Depositary (“Agent Members”) shall have no rights
under this Indenture with respect to any Global Note held on their behalf by
the Depositary, or its custodian, or under such Global Notes.  The Depositary may be treated by the Company,
any other obligor upon the Notes, the Trustee and any agent of any of them as
the absolute owner of the Global Notes for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein
shall prevent the Company, any other obligor upon the Notes, the Trustee or any
agent of any of them from giving effect to any written certification, proxy or
other authorization furnished by the Depositary or impair, as between the
Depositary and its Agent Members, the operation of customary practices
governing the exercise of the rights of a beneficial owner of any Note.  The registered Holder of a Global Note may
grant proxies and otherwise authorize any Person, including Agent Members and
Persons that may hold interests through Agent Members, to take any action that
a Holder is entitled to take under this Indenture or the Notes.


The Holder of any
Global Note may grant proxies and otherwise authorize any Person, including
Agent Members and Persons that may hold interests through Agent Members, to
take any action which a Holder is entitled to take under this Indenture or the
Notes.


(b)                                 Transfers
of a Global Note shall be limited to transfers of such Global Note in whole,
but, subject to the immediately succeeding sentence, not in part, to the
Depositary, its successors or their respective nominees.  Interests of beneficial owners in a Global Note
may not be transferred or exchanged for Physical Notes unless (i) the Company has consented thereto
in writing, or such transfer or exchange is made pursuant to the next sentence,
and (ii) such transfer or
exchange is in accordance with the applicable rules and procedures of the
Depositary and the provisions of Sections 305 and 313.  Subject to the limitation on issuance of
Physical Notes set forth in Section 313(3), Physical Notes shall be
transferred to all beneficial owners in exchange for their beneficial interests
in the relevant Global Note, if (i) the
Depositary notifies the Company at any time that it is unwilling or unable to
continue as Depositary for the Global Notes and a successor depositary is not
appointed within 120 days; (ii) the
Depositary ceases to be registered as a “Clearing Agency” under the Securities
Exchange Act of 1934 and a successor depositary is not appointed within 120
days; (iii) the Company, at
its option, notifies the Trustee that it elects to cause the issuance of
Physical Notes; or (iv) an
Event of Default shall 



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have occurred
and be continuing with respect to the Notes and the Trustee has received a
written request from the Depositary to issue Physical Notes.


(c)                                  In
connection with any transfer or exchange of a portion of the beneficial
interest in any Global Note to beneficial owners for Physical Notes pursuant to
Section 312(b), the Note Registrar shall record on its books and
records the date and a decrease in the principal amount of such Global Note in
an amount equal to the beneficial interest in the Global Note being
transferred, and the Company shall execute, and the Trustee shall authenticate
and deliver, one or more Physical Notes of like tenor and principal amount of
authorized denominations.


(d)                                 In
connection with a transfer of an entire Global Note to beneficial owners
pursuant to Section 312(b), the applicable Global Note shall be
deemed to be surrendered to the Trustee for cancellation, and the Company shall
execute, and the Trustee shall authenticate and deliver, to each beneficial
owner identified by the Depositary, in exchange for its beneficial interest in
the applicable Global Note, an equal aggregate principal amount of
Rule 144A Physical Notes (in the case of any Rule 144A Global Note)
or Regulation S Physical Notes (in the case of any Regulation S
Global Note), as the case may be, of authorized denominations.


(e)                                  The
transfer and exchange of a Global Note or beneficial interests therein shall be
effected through the Depositary, in accordance with this Indenture (including
applicable restrictions on transfer set forth in Section 313) and
the applicable rules and procedures therefor of the Depositary.  Any beneficial interest in one of the Global
Notes that is transferred to a Person who takes delivery in the form of an
interest in a different Global Note will, upon transfer, cease to be an
interest in such Global Note and become an interest in the other Global Note
and, accordingly, will thereafter be subject to all transfer restrictions, if
any, and other procedures applicable to beneficial interests in such other
Global Note for as long as it remains such an interest.  A transferor of a beneficial interest in a
Global Note shall deliver to the Note Registrar a written order given in
accordance with the Depositary’s applicable rules and procedures containing
information regarding the participant account of the Depositary to be credited
with a beneficial interest in the relevant Global Note (or shall otherwise
comply with the then applicable rules and procedures of the Depositary).  Subject to Section 313, the Note
Registrar shall, in accordance with such instructions, instruct the Depositary
to credit to the account of the Person specified in such instructions a
beneficial interest in such Global Note and to debit the account of the Person
making the transfer the beneficial interest in the Global Note being
transferred.


(f)                                    Any
Physical Note delivered in exchange for an interest in a Global Note pursuant
to Section 312(b) shall, unless such exchange is made on or after
the Resale Restriction Termination Date applicable to such Note and except as
otherwise provided in Section 203 and Section 313, bear
the Private Placement Legend.


(g)                                 Notwithstanding
the foregoing, through the Restricted Period, a beneficial interest in a
Regulation S Global Note may be held only through designated Agent Members
holding on behalf of Euroclear or Clearstream unless delivery is made in
accordance with the applicable provisions of Section 313.



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(h)                                 The
Note Registrar shall record on its books and records the increase in principal
amount of each Global Note as a result of any PIK Payment and the related
Interest Payment Date of such PIK Payment and shall record such increase in the
“Schedule of Increases or Decreases in Global Note” attached to such Global
Note (or, alternatively, shall record on its books and records any additional
Global Note or Notes issued as a result of any such PIK Payment, which may be
issued at the Company’s option pursuant to Section 301).  No consent of the Holders shall be required
for any such increase in principal amount of any Global Note (or the issuance
of any such additional Global Note or Notes) or for the recording thereof on
the Note Registrar’s books and records.


Section 313                                   Special
Transfer Provisions.


(1)                                  Transfers
to Non-U.S. Persons.  The
following provisions shall apply with respect to the registration of any
proposed transfer of a Note that is a Restricted Security to any Non-U.S.
Person:  The Note Registrar shall
register such transfer if it complies with all other applicable requirements of
this Indenture (including Section 305) and,


(a)           if
(x) such transfer is after
the relevant Resale Restriction Termination Date with respect to such Note or (y) the proposed transferor has
delivered to the Note Registrar and the Company and the Trustee a
Regulation S Certificate and, unless otherwise agreed by the Company and
the Trustee, an opinion of counsel, certifications and other information
satisfactory to the Company and the Trustee, and


(b)           if
the proposed transferor is or is acting through an Agent Member holding a
beneficial interest in a Global Note, upon receipt by the Note Registrar and
the Company and the Trustee of (x) the
certificate, opinion, certifications and other information, if any, required by
clause (a) above and (y) written
instructions given in accordance with the procedures of the Note Registrar and
of the Depositary;


whereupon (i) the
Note Registrar shall reflect on its books and records the date and (if the
transfer does not involve a transfer of any Outstanding Physical Note) a
decrease in the principal amount of the relevant Global Note in an amount equal
to the principal amount of the beneficial interest in the relevant Global Note
to be transferred, and (ii) either
(A) if the proposed
transferee is or is acting through an Agent Member holding a beneficial
interest in a relevant Regulation S Global Note, the Note Registrar shall
reflect on its books and records the date and an increase in the principal
amount of such Regulation S Global Note in an amount equal to the
principal amount of the beneficial interest being so transferred or (B) otherwise the Company shall
execute and the Trustee shall authenticate and deliver one or more Physical
Notes of like tenor and amount.


(2)                                  Transfers
to QIBs.  The following provisions
shall apply with respect to the registration of any proposed transfer of a Note
that is a Restricted Security to a QIB (excluding transfers to Non-U.S.
Persons):  The Note Registrar shall
register such transfer if it complies with all other applicable requirements of
this Indenture (including Section 305) and,



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(a)           if
such transfer is being made by a proposed transferor who has checked the box
provided for on the form of such Note stating, or has otherwise certified to
the Note Registrar and the Company and the Trustee in writing, that the sale
has been made in compliance with the provisions of Rule 144A to a
transferee who has signed the certification provided for on the form of such
Note stating, or has otherwise certified to Note Registrar and the Company and
the Trustee in writing, that it is purchasing such Note for its own account or
an account with respect to which it exercises sole investment discretion and
that it and any such account is a QIB within the meaning of Rule 144A, and
is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as it
has requested pursuant to Rule 144A or has determined not to request such
information and that it is aware that the transferor is relying upon its
foregoing representations in order to claim the exemption from registration
provided by Rule 144A; and


(b)           if
the proposed transferee is an Agent Member, and the Note to be transferred
consists of a Physical Note that after transfer is to be evidenced by an
interest in a Global Note or consists of a beneficial interest in a Global Note
that after the transfer is to be evidenced by an interest in a different Global
Note, upon receipt by the Note Registrar of written instructions given in
accordance with the Depositary’s and the Note Registrar’s procedures, whereupon
the Note Registrar shall reflect on its books and records the date and an
increase in the principal amount of the transferee Global Note in an amount
equal to the principal amount of the Physical Note or such beneficial interest
in such transferor Global Note to be transferred, and the Trustee shall cancel
the Physical Note so transferred or reflect on its books and records the date
and a decrease in the principal amount of such transferor Global Note, as the
case may be.


(3)                                  Limitation
on Issuance of Physical Notes.  No
Physical Note shall be exchanged for a beneficial interest in any Global Note,
except in accordance with Section 312 and this Section 313.


A beneficial owner
of an interest in a Temporary Regulation S Global Note (and, in the case
of any Additional Notes for which no Temporary Regulation S Global Note is
issued, any Regulation S Global Note) shall not be permitted to exchange
such interest for a Physical Note (any such exchange being limited, in any
case, to the circumstances set forth in Section 312(b)) or (in the
case of such interest in a Temporary Regulation S Global Note) an interest
in a Permanent Regulation S Global Note until a date, which must be after
the Distribution Compliance Date, on which the Company receives a certificate
of beneficial ownership substantially in the form of Exhibit C from
such beneficial owner (a “Certificate of Beneficial Ownership”).  Such date, as it relates to a Regulation S
Global Note, is herein referred to as the “Regulation S Note Exchange
Date.”


(4)                                  Private
Placement Legend.  Upon the transfer,
exchange or replacement of Notes not bearing the Private Placement Legend, the
Note Registrar shall deliver Notes that do not bear the Private Placement
Legend.  Upon the transfer, exchange or
replacement of Notes 



 H-68
 









bearing the
Private Placement Legend, the Note Registrar shall deliver only Notes that bear
the Private Placement Legend unless (i) the
requested transfer is after the relevant Resale Restriction Termination Date
with respect to such Notes, (ii) upon
written request of the Company after there is delivered to the Note Registrar
an opinion of counsel (which opinion and counsel are satisfactory to the
Company and the Trustee) to the effect that neither such legend nor the related
restrictions on transfer are required in order to maintain compliance with the
provisions of the Securities Act, (iii) with
respect to a Regulation S Global Note (on or after the Regulation S Note
Exchange Date with respect to such Regulation S Global Note) or
Regulation S Physical Note, in each case with the agreement of the
Company, or (iv) such Notes
are sold or exchanged pursuant to an effective registration statement under the
Securities Act.


(5)                                  Other
Transfers.  The Note Registrar shall
effect and register, upon receipt of a written request from the Company to do
so, a transfer not otherwise permitted by this Section 313, such
registration to be done in accordance with the otherwise applicable provisions
of this Section 313, upon the furnishing by the proposed transferor
or transferee of a written opinion of counsel (which opinion and counsel are
satisfactory to the Company and the Trustee) to the effect that, and such other
certifications or information as the Company or the Trustee may require
(including, in the case of a transfer to an Accredited Investor (as defined in
Rule 501(a)(1), (2), (3) or (7) under Regulation D promulgated under
the Securities Act), a certificate substantially in the form of Exhibit F)
to confirm that, the proposed transfer is being made pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act.


A Note that is a
Restricted Security may not be transferred other than as provided in this Section 313.  A beneficial interest in a Global Note that
is a Restricted Security may not be exchanged for a beneficial interest in
another Global Note other than through a transfer in compliance with this Section 313.


(6)                                  General.  By its acceptance of any Note bearing the
Private Placement Legend, each Holder of such a Note acknowledges the
restrictions on transfer of such Note set forth in this Indenture and in the
Private Placement Legend and agrees that it will transfer such Note only as
provided in this Indenture.


The Note Registrar
shall retain copies of all letters, notices and other written communications
received pursuant to Section 312 or this Section 313
(including all Notes received for transfer pursuant to Section 313).  The Company shall have the right to require
the Note Registrar to deliver to the Company, at the Company’s expense, copies
of all such letters, notices or other written communications at any reasonable
time upon the giving of reasonable written notice to the Note Registrar.


In connection with
any transfer of any Note, the Trustee, the Note Registrar and the Company shall
be entitled to receive, shall be under no duty to inquire into, may
conclusively presume the correctness of, and shall be fully protected in
relying upon the certificates, opinions and other information referred to
herein (or in the forms provided herein, attached 



 H-69
 









hereto or to the
Notes, or otherwise) received from any Holder and any transferee of any Note
regarding the validity, legality and due authorization of any such transfer,
the eligibility of the transferee to receive such Note and any other facts and
circumstances related to such transfer.


Section 314                                   Payment
of Additional Interest.  (a)  Under certain circumstances the Company will
be obligated to pay certain additional amounts of interest to the Holders of
certain Initial Notes, as more particularly set forth in such Initial Notes.


(b)                                 Under
certain circumstances the Company may be obligated to pay certain additional amounts
of interest to the Holders of certain Initial Additional Notes, as may be more
particularly set forth in such Initial Additional Notes.


(c)                                  Prior
to any Interest Payment Date on which any such additional interest is payable,
the Company shall give notice to the Trustee of the amount of any additional
interest due on such Interest Payment Date.


ARTICLE
IV


COVENANTS


Section 401                                   Payment
of Principal, Premium and Interest. 
The Company shall duly and punctually pay the principal of (and premium,
if any) and interest on the Notes in accordance with the terms of the Notes and
this Indenture.  Principal amount (and
premium, if any) and interest (including Cash Interest) on the Notes shall be
considered paid on the date due if the Company shall either have (a) deposited with the applicable
Paying Agent (if other than the Company or a wholly-owned Domestic Subsidiary
of the Company) as of 12:00 p.m. New York City time on the due date money in
immediately available funds and designated for and sufficient to pay all
principal amount (and premium, if any) and Cash Interest then due or (b) in the case of interest, paid such
interest in the form of PIK Interest in accordance with the terms of this
Indenture.  For the avoidance of doubt
and notwithstanding any other provision of this Indenture or the Notes,
interest that is paid in the form of PIK Interest shall be considered paid or
duly provided for, for all purposes of this Indenture and the Notes, and shall
not be considered overdue.


Section 402                                   Maintenance
of Office or Agency.  (a)  The Company shall maintain in the United
States an office or agency where Notes may be presented or surrendered for
payment, where Notes may be surrendered for transfer or exchange and where
notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served.  The Company
shall give prompt written notice to the Trustee of the location, and of any
change in the location, of such office or agency.  If at any time the Company shall fail to
maintain such office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be
made or served at the Corporate Trust Office of the Trustee.



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(b)                                 The
Company may also from time to time designate one or more other offices or
agencies where the Notes may be presented or surrendered for any or all
purposes and may from time to time rescind such designations.


The Company hereby designates the Corporate Trust
Office of the Trustee or its Agent, as such office or agency of the Company in
accordance with Section 305 hereof.


Section 403                                   Money
for Payments to Be Held in Trust.  If
the Company shall at any time act as Paying Agent, it shall, on or before 12:00
p.m., New York City time, on each due date of the principal of (and premium, if
any) or interest (including Cash Interest) on, any of the Notes, segregate and
hold in trust for the benefit of the Persons entitled thereto a sum sufficient
to pay the principal (and premium, if any) or interest (including Cash Interest)
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided, and shall promptly notify the Trustee of its
action or failure so to act.


If the Company is
not acting as Paying Agent, it shall, on or prior to 12:00 p.m., New York City
time, on each due date of the principal of (and premium, if any) or interest
(including Cash Interest) on, any Notes, deposit with a Paying Agent a sum
sufficient to pay the principal (and premium, if any) or interest (including
Cash Interest) so becoming due, such sum to be held in trust for the benefit of
the Persons entitled to such principal, premium or interest, and (unless such
Paying Agent is the Trustee) the Company shall promptly notify the Trustee of
its action or failure so to act.


If the Company is
not acting as Paying Agent, the Company shall cause any Paying Agent other than
the Trustee to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this Section 403,
that such Paying Agent shall


(1)                                  hold
all sums held by it for the payment of principal of (and premium, if any) or
interest (including Cash Interest) on Notes in trust for the benefit of the
Persons entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided;


(2)                                  give
the Trustee notice of any default by the Company (or any other obligor upon the
Notes) in the making of any such payment of principal (and premium, if any) or
interest (including Cash Interest);


(3)                                  at
any time during the continuance of any such default, upon the written request
of the Trustee, forthwith pay to the Trustee all sums so held in trust by such
Paying Agent; and


(4)                                  acknowledge,
accept and agree to comply in all respects with the provisions of this
Indenture and TIA relating to the duties, rights and liabilities of such Paying
Agent.



 H-71
 









The Company may at
any time, for the purpose of obtaining the satisfaction and discharge of this
Indenture or for any other purpose, pay, or by Company Order direct any Paying
Agent to pay, to the Trustee all sums held in trust by the Company or such
Paying Agent, such sums to be held by the Trustee upon the same trusts as those
upon which such sums were held by the Company or such Paying Agent; and, upon
such payment by any Paying Agent to the Trustee, such Paying Agent shall be
released from all further liability with respect to such money.


Any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium, if any) or interest
(including Cash Interest) on any Note and remaining unclaimed for two years
after such principal (and premium, if any) or interest (including Cash
Interest) has become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Note shall thereafter, as an unsecured general creditor,
look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease.


Section 404                                   [Reserved.]


Section 405                                   SEC Reports.  Notwithstanding that the Company may not be
required to be or remain subject to the reporting requirements of
Section 13(a) or 15(d) of the Exchange Act, the Company will file with the
SEC (unless such filing is not permitted under the Exchange Act or by the SEC),
so long as the Notes are Outstanding, the annual reports, information,
documents and other reports that the Company is required to file with the SEC
pursuant to such Section 13(a) or 15(d) or would be so required to file if
the Company were so subject.  The Company
will also, within 15 days after the date on which the Company was so required
to file or would be so required to file if the Company were so subject,
transmit by mail to all Holders, as their names and addresses appear in the
Note Register, and to the Trustee (or make available on a Company website)
copies of any such information, documents and reports (without exhibits) so
required to be filed.  Notwithstanding
the foregoing, if any audited or reviewed financial statements or information
required to be included in any such filing are not reasonably available on a
timely basis as a result of the Company’s accountants not being “independent”
(as defined pursuant to the Exchange Act and the rules and regulations of the
SEC thereunder), the Company may, in lieu of making such filing or transmitting
or making available the information, documents and reports so required to be
filed, elect to make a filing on an alternative form or transmit or make
available unaudited or unreviewed financial statements or information
substantially similar to such required audited or reviewed financial statements
or information, provided that (a) the Company shall in any event be required to make
such filing and so transmit or make available, as applicable, such audited or
reviewed financial statements or information no later than the first
anniversary of the date on which the same was otherwise required pursuant to
the preceding provisions of this paragraph (such initial date, the “Reporting
Date”) and (b) if the Company makes such
an election and such filing has not been made, or such information, documents
and reports have not been transmitted or made available, as the case may be,
within 



 H-72
 









90 days after such
Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50%
per annum from the date that is 90 days after such Reporting Date to the
earlier of (x) the date on which such filing
has been made, or such information, documents and reports have been transmitted
or made available, as the case may be, and (y) the
first anniversary of such Reporting Date (provided that not more than 0.50% per
annum in liquidated damages shall be payable for any period regardless of the
number of such elections by the Company). 
The Company will be deemed to have satisfied the requirements of this
covenant if any Parent files and provides reports, documents and information of the types otherwise so required,
in each case within the applicable time periods, and the Company is not
required to file such reports, documents and information separately under the
applicable rules and regulations of the SEC (after giving effect to any
exemptive relief) because of the filings by such Parent.  The
Company also will comply with the other provisions of TIA § 314(a).


Section 406                                   Statement
as to Default.  The Company shall
deliver to the Trustee, within 120 days after the end of each fiscal year
of the Company ending after the Issue Date, an Officer’s Certificate to the
effect that to the best knowledge of the signer thereof on behalf of the
Company, the Company is or is not in default in the performance and observance
of any of the terms, provisions and conditions of this Indenture (without
regard to any period of grace or requirement of notice provided hereunder) and,
if the Company (through its own action or omission or through the action or
omission of any Subsidiary Guarantor, as applicable) shall be in default,
specifying all such defaults and the nature and status thereof of which such
signer may have knowledge.  To the extent
required by the TIA, each Subsidiary Guarantor shall comply with TIA
§ 314(a)(4).  The individual signing
any certificate given by any Person pursuant to this Section 406
shall be the principal executive, financial or accounting officer of such
Person, in compliance with TIA § 314(a)(4).


Section 407                                   Limitation
on Indebtedness.  (a)  The Company will not, and will not permit any
Restricted Subsidiary to, Incur any Indebtedness; provided, however, that
the Company or any Restricted Subsidiary may Incur Indebtedness if on the date
of the Incurrence of such Indebtedness, after giving effect to the Incurrence
thereof, the Consolidated Coverage Ratio would be equal to or greater than
2.00:1.00.


(b)                                 Notwithstanding
the foregoing paragraph (a), the Company and its Restricted Subsidiaries
may Incur the following Indebtedness:


(i)                                     Indebtedness
Incurred pursuant to any Credit Facility (including but not limited to in
respect of letters of credit or bankers’ acceptances issued or created
thereunder) and Indebtedness Incurred other than under any Credit Facility, and
(without limiting the foregoing), in each case, any Refinancing Indebtedness in
respect thereof, in a maximum principal amount at any time outstanding not
exceeding in the aggregate the amount equal to (A) $3,500.0 million, plus (B) in the event of any refinancing of any such
Indebtedness, the aggregate amount of fees, underwriting discounts, premiums
and other costs and expenses incurred in connection with such refinancing,
minus (C) the aggregate principal
amount of Delayed Draw Term Loans (if any) classified by the Company as 



 H-73
 









Refinancing Indebtedness Incurred pursuant to
clause (b)(iii) below to refinance any Existing 2007 Notes or Existing 2009
Notes, minus (D) the amount, if
any, not borrowed under the Delayed Draw Term Loan Commitments upon the termination
thereof on the Delayed Draw Term Loan Commitment Termination Date;


(ii)                                  Indebtedness
(A) of any Restricted
Subsidiary to the Company or (B) of the Company or any
Restricted Subsidiary to any Restricted Subsidiary; provided, that any subsequent issuance or transfer of any Capital Stock
of such Restricted Subsidiary to which such Indebtedness is owed, or other
event, that results in such Restricted Subsidiary ceasing to be a Restricted
Subsidiary or any other subsequent transfer of such Indebtedness (except to the
Company or a Restricted Subsidiary) will be deemed, in each case, an Incurrence
of such Indebtedness by the issuer thereof not permitted by this
clause (ii);


(iii)                               Indebtedness
(x) represented by the Notes
(other than any Additional Notes), any Indebtedness (other than the
Indebtedness described in clause (ii) above) outstanding on the Closing
Date, or (y) represented by
Notes issued in connection with the payment of PIK Interest; and any
Refinancing Indebtedness Incurred in respect of any Indebtedness described in
this clause (iii) or paragraph (a) above;


(iv)                              Purchase
Money Obligations and Capitalized Lease Obligations, and any Refinancing
Indebtedness with respect thereto; provided
that the aggregate principal amount of such Purchase Money Obligations Incurred
to finance the acquisition of Capital Stock of any Person at any time
outstanding pursuant to this clause shall not exceed an amount equal to the
greater of $175.0 million and 15.0% of Consolidated Tangible Assets;


(v)                                 Indebtedness
(A) supported by a letter of credit issued
pursuant to any Credit Facility in a principal amount not exceeding the face
amount of such letter of credit or (B) consisting of accommodation
guarantees for the benefit of trade creditors of the Company or any of its
Restricted Subsidiaries;


(vi)                              (A) Guarantees by the Company or any
Restricted Subsidiary of Indebtedness or any other obligation or liability of
the Company or any Restricted Subsidiary (other than any Indebtedness Incurred
by the Company or such Restricted Subsidiary, as the case may be, in violation
of this Section 407), or (B) without
limiting Section 413, Indebtedness of the Company or any Restricted
Subsidiary arising by reason of any Lien granted by or applicable to such
Person securing Indebtedness of the Company or any Restricted Subsidiary (other
than any Indebtedness Incurred by the Company or such Restricted Subsidiary, as
the case may be, in violation of this Section 407);


(vii)                           Indebtedness
of the Company or any Restricted Subsidiary (A) arising
from the honoring of a check, draft or similar instrument drawn against
insufficient funds, provided that
such Indebtedness is extinguished within five Business Days of its 



 H-74
 









Incurrence, or (B) consisting of guarantees, indemnities,
obligations in respect of earnouts or other purchase price adjustments, or
similar obligations, Incurred in connection with the acquisition or disposition
of any business, assets or Person;


(viii)                        Indebtedness
of the Company or any Restricted Subsidiary in respect of (A) letters of credit, bankers’
acceptances or other similar instruments or obligations issued, or relating to
liabilities or obligations incurred, in the ordinary course of business
(including those issued to governmental entities in connection with self-insurance
under applicable workers’ compensation statutes), or (B) completion
guarantees, surety, judgment, appeal or performance bonds, or other similar
bonds, instruments or obligations, provided, or relating to liabilities or
obligations incurred, in the ordinary course of business, including in respect
of liabilities or obligations of franchisees, or (C) Hedging Obligations, entered into for bona fide
hedging purposes, or (D) Management
Guarantees or Management Indebtedness, or (E) the
financing of insurance premiums in the ordinary course of business, or (F) take-or-pay
obligations under supply arrangements incurred in the ordinary course of
business, or (G) netting, overdraft protection and
other arrangements arising under standard business terms of any bank at which
the Company or any Restricted Subsidiary maintains an overdraft, cash pooling
or other similar facility or arrangement;


(ix)                                Indebtedness
(A) of a Special Purpose
Subsidiary secured by a Lien on all or part of the assets disposed of in, or
otherwise Incurred in connection with, a Financing Disposition or (B) otherwise Incurred in connection
with a Special Purpose Financing; provided
that (1) such
Indebtedness is not recourse to the Company or any Restricted Subsidiary that
is not a Special Purpose Subsidiary (other than with respect to Special Purpose
Financing Undertakings), (2) in
the event such Indebtedness shall become recourse to the Company or any
Restricted Subsidiary that is not a Special Purpose Subsidiary (other than with
respect to Special Purpose Financing Undertakings), such Indebtedness will be
deemed to be, and must be classified by the Company as, Incurred at such time
(or at the time initially Incurred) under one or more of the other provisions
of this Section 407 for so long as such Indebtedness shall be so
recourse; and (3) in the
event that at any time thereafter such Indebtedness shall comply with the
provisions of the preceding subclause (1), the Company may classify such
Indebtedness in whole or in part as Incurred under this Section 407(b)(ix);


(x)                                   Indebtedness
of the Company or any Restricted Subsidiary in an aggregate principal amount at
any time outstanding not exceeding an amount equal to (A) (1) the
Foreign Borrowing Base less (2) the
aggregate principal amount of Indebtedness Incurred by Special Purpose
Subsidiaries that are Foreign Subsidiaries and then outstanding pursuant to
clause (ix) of this paragraph (b) plus (B) in the event of any refinancing of any Indebtedness
Incurred under this clause (x), the aggregate amount of fees, underwriting
discounts, premiums and other costs and expenses incurred in connection with
such refinancing;



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(xi)                                Contribution
Indebtedness and any Refinancing Indebtedness with respect thereto;


(xii)                             Indebtedness of (A) the Company or any Restricted Subsidiary
Incurred to finance or refinance, or otherwise Incurred in connection with, any
acquisition of assets (including Capital Stock), business or Person, or any
merger or consolidation of any Person with or into the Company or any Restricted
Subsidiary, or (B) any Person that is acquired by or merged or
consolidated with or into the Company or any Restricted Subsidiary (including
Indebtedness thereof Incurred in connection with any such acquisition, merger
or consolidation), provided that on the date of such acquisition, merger or
consolidation, after giving effect thereto, either (1) the Company would
have a Consolidated Total Leverage Ratio equal to or less than 7.25:1.00 or (2) the Consolidated Total Leverage Ratio of
the Company would equal or be less than the Consolidated Total Leverage Ratio
of the Company immediately prior to giving effect thereto; and any Refinancing
Indebtedness with respect to any such Indebtedness;


(xiii)                          Indebtedness
of the Company or any Restricted Subsidiary Incurred as consideration in
connection with any acquisition of assets (including Capital Stock), business
or Person, or any merger or consolidation of any Person with or into the
Company or any Restricted Subsidiary, and any Refinancing Indebtedness with respect
thereto, in an aggregate principal amount at any time outstanding not exceeding
$75.0 million; and


(xiv)                         Indebtedness
of the Company or any Restricted Subsidiary in an aggregate principal amount at
any time outstanding not exceeding an amount equal to the greater of
$150.0 million and 11.25% of Consolidated Tangible Assets.


(c)                                  For
purposes of determining compliance with, and the outstanding principal amount
of any particular Indebtedness Incurred pursuant to and in compliance with,
this Section 407, (i) any
other obligation of the obligor on such Indebtedness (or of any other Person
who could have Incurred such Indebtedness under this Section 407)
arising under any Guarantee, Lien or letter of credit, bankers’ acceptance or
other similar instrument or obligation supporting such Indebtedness shall be
disregarded to the extent that such Guarantee, Lien or letter of credit,
bankers’ acceptance or other similar instrument or obligation secures the
principal amount of such Indebtedness; (ii) in the
event that Indebtedness meets the criteria of more than one of the types of
Indebtedness described in paragraph (b) above, the Company, in its sole
discretion, shall classify such item of Indebtedness and may include the amount
and type of such Indebtedness in one or more of such clauses (including in part
under one such clause and in part under another such clause); provided that any Indebtedness Incurred pursuant to
clause (b)(iv) of this Section 407 as limited by the proviso
thereto, or clause (b)(xiv) of this Section 407, shall, at the
Company’s election, cease to be deemed Incurred or outstanding for purposes of
such clause but shall be deemed Incurred for the purposes of paragraph (a)
of this Section 407 from and after the first date on which such
Restricted Subsidiary could have Incurred such Indebtedness under
paragraph (a) of this Section 407 without reliance on such
clause and (iii) the amount of 



 H-76
 









Indebtedness
issued at a price that is less than the principal amount thereof shall be equal
to the amount of the liability in respect thereof determined in accordance with
GAAP.


(d)                                 For
purposes of determining compliance with any dollar-denominated restriction on
the Incurrence of Indebtedness denominated in a foreign currency, the
dollar-equivalent principal amount of such Indebtedness Incurred pursuant
thereto shall be calculated based on the relevant currency exchange rate in
effect on the date that such Indebtedness was Incurred, in the case of term
Indebtedness, or first committed, in the case of revolving credit Indebtedness,
provided that
(x) the dollar-equivalent principal
amount of any such Indebtedness outstanding on the Issue Date shall be
calculated based on the relevant currency exchange rate in effect on the Issue
Date, (y) if such Indebtedness is Incurred
to refinance other Indebtedness denominated in a foreign currency (or in a
different currency from such Indebtedness so being Incurred), and such
refinancing would cause the applicable dollar-denominated restriction to be
exceeded if calculated at the relevant currency exchange rate in effect on the
date of such refinancing, such dollar-denominated restriction shall be deemed
not to have been exceeded so long as the principal amount of such refinancing
Indebtedness does not exceed (i) the
outstanding or committed principal amount (whichever is higher) of such
Indebtedness being refinanced plus (ii) the
aggregate amount of fees, underwriting discounts, premiums and other costs and
expenses incurred in connection with such refinancing and (z) the
dollar-equivalent principal amount of Indebtedness denominated in a foreign
currency and Incurred pursuant to a Senior Credit Facility shall be calculated
based on the relevant currency exchange rate in effect on, at the Company’s
option, (i) the Issue Date, (ii) any date on which any of
the respective commitments under such Senior Credit Facility shall be
reallocated between or among facilities or subfacilities thereunder, or on
which such rate is otherwise calculated for any purpose thereunder, or (iii) the date of such
Incurrence.  The principal amount of any
Indebtedness Incurred to refinance other Indebtedness, if Incurred in a
different currency from the Indebtedness being refinanced, shall be calculated
based on the currency exchange rate applicable to the currencies in which such
respective Indebtedness is denominated that is in effect on the date of such
refinancing.


Section 408                                   [Reserved].


Section 409                                   Limitation
on Restricted Payments.  (a)  The Company shall not, and shall not permit
any Restricted Subsidiary, directly or indirectly, to (i) declare or pay any dividend or
make any distribution on or in respect of its Capital Stock (including any such
payment in connection with any merger or consolidation to which the Company is
a party) except (x) dividends
or distributions payable solely in its Capital Stock (other than Disqualified
Stock) and (y) dividends or
distributions payable to the Company or any Restricted Subsidiary (and, in the
case of any such Restricted Subsidiary making such dividend or distribution, to
other holders of its Capital Stock on no more than a  pro rata  basis, measured by
value), (ii) purchase, redeem, retire or otherwise
acquire for value any Capital Stock of the Company held by Persons other than
the Company or a Restricted Subsidiary (other than any acquisition of Capital
Stock deemed to occur upon the exercise of options if such Capital Stock
represents a portion of the exercise price thereof), (iii) voluntarily
purchase, repurchase, redeem, defease or otherwise voluntarily 



 H-77
 









acquire or
retire for value, prior to scheduled maturity, scheduled repayment or scheduled
sinking fund payment, any Continuing Notes or Subordinated Obligations (other
than a purchase, repurchase, redemption, defeasance or other acquisition or
retirement for value in anticipation of satisfying a sinking fund obligation,
principal installment or final maturity, in each case due within one year of
the date of such acquisition or retirement) or (iv) make any Investment (other than a Permitted
Investment) in any Person (any such dividend, distribution, purchase,
repurchase, redemption, defeasance, other acquisition or retirement or
Investment being herein referred to as a “Restricted Payment”), if at
the time the Company or such Restricted Subsidiary makes such Restricted
Payment and after giving effect thereto:


(1)                                  a
Default shall have occurred and be continuing (or would result therefrom);


(2)                                  the
Company could not Incur at least an additional $1.00 of Indebtedness pursuant
to Section 407(a); or


(3)                                  the
aggregate amount of such Restricted Payment and all other Restricted Payments
(the amount so expended, if other than in cash, to be as determined in good
faith by the Board of Directors, whose determination shall be conclusive and
evidenced by a resolution of the Board of Directors) declared or made
subsequent to the Closing Date and then outstanding would exceed, without
duplication, the sum of:


(A)                              50%
of the Consolidated Net Income accrued during the period (treated as one
accounting period) beginning on the Reference Date to the end of the most
recent fiscal quarter ending prior to the date of such Restricted Payment for
which consolidated financial statements of the Company are available (or, in
case such Consolidated Net Income shall be a negative number, 100% of such
negative number);


(B)                                the
aggregate Net Cash Proceeds and the fair value (as determined in good faith by
the Company) of property or assets received (x) by
the Company as capital contributions to the Company after the Closing Date or
from the issuance or sale (other than to a Restricted Subsidiary) of its
Capital Stock (other than Disqualified Stock or Designated Preferred Stock)
after the Closing Date (other than Excluded Contributions and Contribution
Amounts) or (y) by the Company or any Restricted
Subsidiary from the issuance and sale by the Company or any Restricted
Subsidiary after the Closing Date of Indebtedness that shall have been
converted into or exchanged for Capital Stock of the Company (other than
Disqualified Stock or Designated Preferred Stock) or any Parent, plus the
amount of any cash and the fair value (as determined in good faith by the
Company) of any property or assets, received by the Company or any Restricted
Subsidiary upon such conversion or exchange;


(C)                                (i) the aggregate amount of cash and the fair value (as determined in good faith by the Company)
of any property or assets received from dividends, 



 H-78
 









distributions, interest payments, return of capital,
repayments of Investments or other transfers of assets to the Company or any
Restricted Subsidiary from any Unrestricted Subsidiary, including dividends or
other distributions related to dividends or other distributions made pursuant
to clause (x) of the following paragraph (b), plus (ii) the
aggregate amount resulting from the redesignation of any Unrestricted
Subsidiary as a Restricted Subsidiary (valued in each case as provided in the
definition of “Investment”); and


(D)                               in
the case of any disposition or repayment of any Investment constituting a
Restricted Payment (without duplication of any amount deducted in calculating
the amount of Investments at any time outstanding included in the amount of
Restricted Payments), the aggregate amount
of cash and the fair value (as determined in good faith by the Company) of any
property or assets received by the Company or a Restricted Subsidiary
with respect to all such dispositions and repayments.


(b)                                 The
provisions of Section 409(a) will not prohibit any of the following
(each, a “Permitted Payment”):


(i)                                     any
purchase, redemption, repurchase, defeasance or other acquisition or retirement
of Capital Stock of the Company (“Treasury Capital Stock”), Continuing
Notes or Subordinated Obligations made by exchange (including any such exchange
pursuant to the exercise of a conversion right or privilege in connection with
which cash is paid in lieu of the issuance of fractional shares) for, or out of
the proceeds of the substantially concurrent issuance or sale of, Capital Stock
of the Company (other than Disqualified Stock and other than Capital Stock
issued or sold to a Subsidiary) (“Refunding Capital Stock”) or a
substantially concurrent capital contribution to the Company, in each case
other than Excluded Contributions and Contribution Amounts; provided, that the
Net Cash Proceeds from such issuance, sale or capital contribution shall be
excluded in subsequent calculations under Section 409(a)(3)(B)  and (y) if immediately prior to such acquisition or
retirement of such Treasury Capital Stock, dividends thereon were permitted
pursuant to clause (xi) of this Section 409(b), dividends on
such Refunding Capital Stock in an aggregate amount per annum not exceeding the
aggregate amount per annum of dividends so permitted on such Treasury Capital
Stock;


(ii)                                  any
purchase, redemption, repurchase, defeasance or other acquisition or retirement
of Continuing Notes or Subordinated Obligations (w) made by exchange for, or out of the proceeds of the
substantially concurrent issuance or sale of, Indebtedness of the Company
(other than with respect to the Continuing Notes) or Refinancing Indebtedness
Incurred in compliance with Section 407, (x) from Net Available Cash to the
extent permitted by Section 411, (y) following
the occurrence of a Change of Control (or other similar event described therein
as a “change of control”), but only if the Company shall have complied with Section 415
and, if required, purchased all Notes tendered pursuant to the offer to
repurchase all the Notes required thereby, prior to 



 H-79
 









purchasing or repaying such Continuing Notes
or Subordinated Obligations or (z) constituting
Acquired Indebtedness;


(iii)                               any
dividend paid within 60 days after the date of declaration thereof if at such
date of declaration such dividend would have complied with Section 409(a);


(iv)                              Investments
or other Restricted Payments in an aggregate amount outstanding at any time not
to exceed the amount of Excluded Contributions;


(v)                                 loans,
advances, dividends or distributions by the Company to any Parent to permit any
Parent to repurchase or otherwise acquire its Capital Stock (including any
options, warrants or other rights in respect thereof), or payments by the
Company to repurchase or otherwise acquire Capital Stock of any Parent or the
Company (including any options, warrants or other rights in respect thereof),
in each case from Management Investors, such payments, loans, advances,
dividends or distributions not to exceed an amount (net of repayments of any
such loans or advances) equal to (x) (1) $30.0 million, plus (2) $10.0 million multiplied by the
number of calendar years that have commenced since the Closing Date, plus (y) the Net Cash Proceeds received by
the Company since the Closing Date from, or as a capital contribution from, the
issuance or sale to Management Investors of Capital Stock (including any
options, warrants or other rights in respect thereof), to the extent such Net
Cash Proceeds are not included in any calculation under Section 409(a)(3)(B)(x),
plus (z) the cash proceeds
of key man life insurance policies received by the Company or any Restricted
Subsidiary (or by any Parent and contributed to the Company) since the Closing
Date to the extent such cash proceeds are not included in any calculation under
Section 409(a)(3)(A); provided that any cancellation of Indebtedness owing to the
Company or any Restricted Subsidiary by any Management Investor in connection
with any repurchase or other acquisition of Capital Stock (including any
options, warrants or other rights in respect thereof) from any Management
Investor shall not constitute a Restricted Payment for purposes of this Section 409
or any other provision of this Indenture;


(vi)                              the
payment by the Company of, or loans, advances, dividends or distributions by
the Company to any Parent to pay, dividends on the common stock or equity of
the Company or any Parent following a public offering of such common stock or
equity in an amount not to exceed in any fiscal year 6% of the aggregate gross
proceeds received by the Company (whether directly, or indirectly through a
contribution to common equity capital) in or from such public offering;


(vii)                           Restricted
Payments (including loans or advances) in an aggregate amount outstanding at
any time not to exceed an amount (net of repayments of any such loans or
advances) equal to the greater of $50.0 million and 3.75% of Consolidated
Tangible Assets;


(viii)                        loans,
advances, dividends or distributions to any Parent or other payments by the
Company or any Restricted Subsidiary (A) to
satisfy or permit any Parent to satisfy



 H-80















obligations under the Management Agreements,
(B) pursuant to the Tax
Sharing Agreement, or (C) to
pay or permit any Parent to pay any Parent Expenses or any Related Taxes;


(ix)                                payments
by the Company, or loans, advances, dividends or distributions by the Company
to any Parent to make payments, to holders of Capital Stock of the Company or
any Parent in lieu of issuance of fractional shares of such Capital Stock, not
to exceed $5.0 million in the aggregate outstanding at any time;


(x)                                   dividends
or other distributions of Capital Stock, Indebtedness or other securities of
Unrestricted Subsidiaries;


(xi)                                (A) dividends on any Designated
Preferred Stock of the Company issued after the Closing Date, provided that at the time of such issuance
and after giving effect thereto on a pro forma basis, the Consolidated Coverage
Ratio would be at least 2.00:1.00, or (B) any
dividend on Refunding Capital Stock that is Preferred Stock in excess of the
amount of dividends thereon permitted by clause (i) of this
paragraph (b), provided that
at the time of the declaration of such dividend and after giving effect thereto
on a pro forma basis, the Consolidated Coverage Ratio would be at least
2.00:1.00, or (C) loans,
advances, dividends or distributions to any Parent to permit dividends on any
Designated Preferred Stock of any Parent issued after the Closing Date, in an
amount (net of repayments of any such loans or advances) not exceeding the
aggregate cash proceeds received by the Company from the issuance or sale of
such Designated Preferred Stock of such Parent;


(xii)                             Investments
in Unrestricted Subsidiaries in an aggregate amount outstanding at any time not
exceeding the greater of $50.0 million and 5.0% of Consolidated Tangible
Assets;


(xiii)                          distributions
or payments of Special Purpose Financing Fees;


(xiv)                         any
Restricted Payment pursuant to or in connection with the Transactions; and


(xv)                            dividends
to holders of any class or series of Disqualified Stock, or of any Preferred
Stock of a Restricted Subsidiary, Incurred in accordance with the terms of Section 407;


provided, that (A) in the case of clauses (i)(y), (iii), (vi),
(ix) and (xi)(B), the net amount of any such Permitted Payment shall be
included in subsequent calculations of the amount of Restricted Payments, (B) in all cases other than pursuant to clause (A)
immediately above, the net amount of any such Permitted Payment shall be
excluded in subsequent calculations of the amount of Restricted Payments and (C) solely with respect to clause (vii), no Default
or Event of Default shall have occurred or be continuing at the time of any
such Permitted Payment after giving effect thereto.  For the avoidance of doubt, nothing in this Section 409
shall restrict the making of any “AHYDO catch-up payment” required by this
Indenture.


Section 410                                   Limitation
on Restrictions on Distributions from Restricted Subsidiaries.  The Company will not, and will not permit any
Restricted Subsidiary to, create or otherwise 



 H-81
 









cause to exist
or become effective any consensual encumbrance or restriction on the ability of
any Restricted Subsidiary to (i) pay
dividends or make any other distributions on its Capital Stock or pay any
Indebtedness or other obligations owed to the Company, (ii) make
any loans or advances to the Company or (iii) transfer any of its property or assets to
the Company (provided that
dividend or liquidation priority between classes of Capital Stock, or
subordination of any obligation (including the application of any remedy bars
thereto) to any other obligation, will not be deemed to constitute such an
encumbrance or restriction), except any encumbrance or restriction:


(1)                                  pursuant
to an agreement or instrument in effect at or entered into on the Closing Date,
any Credit Facility, this Indenture or the Notes;


(2)                                  pursuant
to any agreement or instrument of a Person, or relating to Indebtedness or
Capital Stock of a Person, which Person is acquired by or merged or
consolidated with or into the Company or any Restricted Subsidiary, or which
agreement or instrument is assumed by the Company or any Restricted Subsidiary
in connection with an acquisition of assets from such Person, as in effect at
the time of such acquisition, merger or consolidation (except to the extent
that such Indebtedness was incurred to finance, or otherwise in connection
with, such acquisition, merger or consolidation); provided that for purposes of this clause (2), if a
Person other than the Company is the Successor Company with respect thereto,
any Subsidiary thereof or agreement or instrument of such Person or any such
Subsidiary shall be deemed acquired or assumed, as the case may be, by the
Company or a Restricted Subsidiary, as the case may be, when such Person
becomes such Successor Company;


(3)                                  pursuant
to an agreement or instrument (a “Refinancing Agreement”) effecting a
refinancing of Indebtedness Incurred pursuant to, or that otherwise extends,
renews, refunds, refinances or replaces, an agreement or instrument referred to
in clause (1) or (2) of this Section 410 or this
clause (3) (an “Initial Agreement”) or contained in any amendment,
supplement or other modification to an Initial Agreement (an “Amendment”);
provided, however, that
the encumbrances and restrictions contained in any such Refinancing Agreement
or Amendment taken as a whole are not materially less favorable to the Holders
of the Notes than encumbrances and restrictions contained in the Initial
Agreement or Initial Agreements to which such Refinancing Agreement or
Amendment relates (as determined in good faith by the Company);


(4)                                  (A) that restricts in a customary manner the subletting,
assignment or transfer of any property or asset that is subject to a lease,
license or similar contract, or the assignment or transfer of any lease,
license or other contract, (B) by
virtue of any transfer of, agreement to transfer, option or right with respect
to, or Lien on, any property or assets of the Company or any Restricted
Subsidiary not otherwise prohibited by this Indenture, (C) contained
in mortgages, pledges or other security agreements securing Indebtedness of a
Restricted Subsidiary to the extent restricting the transfer of the property or
assets subject thereto, (D) pursuant
to customary provisions restricting 



 H-82
 









dispositions of real property interests set
forth in any reciprocal easement agreements of the Company or any Restricted
Subsidiary, (E) pursuant to Purchase
Money Obligations that impose encumbrances or restrictions on the property or
assets so acquired, (F) on cash
or other deposits or net worth imposed by customers or suppliers under
agreements entered into in the ordinary course of business, (G) pursuant to customary provisions contained in
agreements and instruments entered into in the ordinary course of business
(including but not limited to leases and licenses) or in joint venture and
other similar agreements, (H) that
arises or is agreed to in the ordinary course of business and does not detract
from the value of property or assets of the Company or any Restricted
Subsidiary in any manner material to the Company or such Restricted Subsidiary,
or (I) pursuant to Hedging Obligations;


(5)                                  with
respect to a Restricted Subsidiary (or any of its property or assets) imposed
pursuant to an agreement entered into for the direct or indirect sale or
disposition of all or substantially all the Capital Stock or assets of such
Restricted Subsidiary (or the property or assets that are subject to such
restriction) pending the closing of such sale or disposition;


(6)                                  by
reason of any applicable law, rule, regulation or order, or required by any
regulatory authority having jurisdiction over the Company or any Restricted
Subsidiary or any of their businesses,
including any such law, rule, regulation, order or requirement applicable in
connection with such Restricted Subsidiary’s status (or the status of any
Subsidiary of such Restricted Subsidiary) as a Captive Insurance Subsidiary or
Home Warranty Subsidiary; or


(7)                                  pursuant
to an agreement or instrument (A) relating
to any Indebtedness permitted to be Incurred subsequent to the Issue Date
pursuant to the provisions of Section 407 (i) if
the encumbrances and restrictions contained in any such agreement or instrument
taken as a whole are not materially less favorable to the Holders of the Notes
than the encumbrances and restrictions contained in the Initial Agreements (as
determined in good faith by the Company), or (ii) if
such encumbrance or restriction is not materially more disadvantageous to the
Holders of the Notes than is customary in comparable financings (as determined
in good faith by the Company) and either (x) the
Company determines in good faith that such encumbrance or restriction will not
materially affect the Company’s ability to make principal or interest payments
on the Notes or (y) such encumbrance or
restriction applies only if a default occurs in respect of a payment or
financial covenant relating to such Indebtedness, (B) relating
to any sale of receivables by or Indebtedness of a Foreign Subsidiary or (C) relating to Indebtedness of or a Financing
Disposition by or to or in favor of any Special Purpose Entity.


Section 411                                   Limitation
on Sales of Assets and Subsidiary Stock.   (a)  The
Company will not, and will not permit any Restricted Subsidiary to, make any
Asset Disposition unless


(i)                                     the
Company or such Restricted Subsidiary receives consideration (including by way
of relief from, or by any other Person assuming responsibility for, any 



 H-83
 









liabilities,
contingent or otherwise) at the time of such Asset Disposition at least equal
to the fair market value of the shares and assets subject to such Asset
Disposition, as such fair market value shall be determined in good faith by the
Company, which determination shall be conclusive (including as to the value of
all noncash consideration),


(ii)                                  in
the case of any Asset Disposition (or series of related Asset Dispositions)
having a fair market value of $25.0 million or more, at least 75% of the
consideration therefor (excluding, in the case of an Asset Disposition (or
series of related Asset Dispositions), any consideration by way of relief from,
or by any other Person assuming responsibility for, any liabilities, contingent
or otherwise, that are not Indebtedness) received by the Company or such
Restricted Subsidiary is in the form of cash, and


(iii)                               an
amount equal to 100% of the Net Available Cash from such Asset Disposition is
applied by the Company (or any Restricted Subsidiary, as the case may be) as
follows:


(A)                              first, either (x) to the extent the Company
elects (or is required by the terms of any Bank Indebtedness, any Senior
Indebtedness of the Company or any Subsidiary Guarantor or any Indebtedness of
a Restricted Subsidiary that is not a
Subsidiary Guarantor), to prepay, repay
or purchase any such Indebtedness or (in the case of letters of credit,
bankers’ acceptances or other similar instruments) cash collateralize any such
Indebtedness (in each case other than Indebtedness owed to the Company or a
Restricted Subsidiary) within 450 days after the later of the date of such
Asset Disposition and the date of receipt of such Net Available Cash, or (y) to the extent the Company or such Restricted
Subsidiary elects, to invest in Additional Assets (including by means of an
investment in Additional Assets by a Restricted Subsidiary with an amount equal
to Net Available Cash received by the Company or another Restricted Subsidiary)
within 450 days from the later of the date of such Asset Disposition and the
date of receipt of such Net Available Cash, or, if such investment in
Additional Assets is a project authorized by the Board of Directors that will
take longer than such 450 days to complete, the period of time necessary to
complete such project;


(B)                                second, to the
extent of the balance of such Net Available Cash after application in
accordance with clause (A) above (such balance, the “Excess Proceeds”),
to make an offer to purchase Notes and (to the extent the Company or such
Restricted Subsidiary elects, or is required by the terms thereof) to purchase,
redeem or repay any other Senior Indebtedness of the Company or a Restricted
Subsidiary, pursuant and subject to Section 411(b) and Section 411(c)
and the agreements governing such other Indebtedness; and


(C)                                third, to the
extent of the balance of such Net Available Cash after application in
accordance with clauses (A) and (B) above,
to fund (to the extent consistent with any other applicable provision of this
Indenture) any general 



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corporate purpose (including but not limited to the repurchase,
repayment or other acquisition or retirement of any Subordinated Obligations);


provided, however, that in
connection with any prepayment, repayment or purchase of Indebtedness pursuant
to clause (A)(x) or (B) above, the Company or such Restricted Subsidiary
will retire such Indebtedness and will cause the related loan commitment (if
any) to be permanently reduced in an amount equal to the principal amount so
prepaid, repaid or purchased.


Notwithstanding the foregoing
provisions of this Section 411, the Company and the Restricted
Subsidiaries shall not be required to apply any Net Available Cash or
equivalent amount in accordance with this Section 411 except to the
extent that the aggregate Net Available Cash from all Asset Dispositions or
equivalent amount that is not applied in accordance with this Section 411
exceeds $50.0 million.  If the
aggregate principal amount of Notes and/or other Indebtedness of the Company or
a Restricted Subsidiary validly tendered and not withdrawn (or otherwise
subject to purchase, redemption or repayment) in connection with an offer
pursuant to clause (B) above exceeds the Excess Proceeds, the Excess
Proceeds will be apportioned between such Notes and such other Indebtedness of
the Company or a Restricted Subsidiary, with the portion of the Excess Proceeds
payable in respect of such Notes to equal the lesser of (x) the
Excess Proceeds amount multiplied by a fraction, the numerator of which is the
outstanding principal amount of such Notes and the denominator of which is the
sum of the outstanding principal amount of the Notes and the outstanding
principal amount of the relevant other Indebtedness of the Company or a
Restricted Subsidiary, and (y) the
aggregate principal amount of Notes validly tendered and not withdrawn.


For the purposes of
clause (ii) of paragraph (a) above, the following are deemed to be
cash:  (1) Temporary
Cash Investments and Cash Equivalents, (2) the
assumption of Indebtedness of the Company (other than Disqualified Stock of the
Company) or any Restricted Subsidiary and the release of the Company or such
Restricted Subsidiary from all liability on payment of the principal amount of
such Indebtedness in connection with such Asset Disposition, (3) Indebtedness of any Restricted Subsidiary that is no
longer a Restricted Subsidiary as a result of such Asset Disposition, to the
extent that the Company and each other Restricted Subsidiary are released from
any Guarantee of payment of the principal amount of such Indebtedness in
connection with such Asset Disposition, (4) securities
received by the Company or any Restricted Subsidiary from the transferee that
are converted by the Company or such Restricted Subsidiary into cash within 180
days, (5) consideration consisting of
Indebtedness of the Company or any Restricted Subsidiary, (6) Additional
Assets and (7) any Designated Noncash Consideration
received by the Company or any of its Restricted Subsidiaries in an Asset
Disposition having an aggregate Fair Market Value, taken together with all
other Designated Noncash Consideration received pursuant to this clause, not to
exceed an aggregate amount at any time outstanding equal to the greater of
$125.0 million and 10.0% of Consolidated Tangible Assets (with the Fair
Market Value of each item of Designated Noncash Consideration being measured at
the time received and without giving effect to subsequent changes in value).


(b)                                 In
the event of an Asset Disposition that requires the purchase of Notes pursuant
to Section 411(a)(iii)(B), the Company will be required to purchase
Notes tendered pursuant to an offer by the Company for the Notes (the “Offer”)
at a purchase price of 100% of their principal amount plus accrued and unpaid
interest to the date of purchase in accordance with the procedures (including
prorating in the event of oversubscription) set forth in Section 411(c).  If the aggregate purchase price of the Notes
tendered pursuant to the Offer is less than the Net Available Cash allotted to
the purchase of Notes, the remaining Net Available Cash will be available to
the Company for use in accordance with Section 411(a)(iii)(B) (to
repay other Indebtedness of the Company or a Restricted Subsidiary) or Section 411(a)(iii)(C).  The Company shall not be required to make an
Offer for Notes pursuant to this Section 411 if the Net Available
Cash available therefor (after application of the proceeds as provided in Section 411(a)(iii)(A))
is less than $50.0 million for any particular Asset Disposition (which
lesser amounts shall be carried forward for purposes of determining whether an
Offer is required with respect to the Net Available Cash from any subsequent
Asset Disposition).  No Note will be
repurchased in part if less than the Minimum Denomination in original principal
amount of such Note would be left outstanding.


(c)                                  The
Company shall, not later than 45 days after the Company becomes obligated to
make an Offer pursuant to this Section 411, mail a notice to each
Holder with a copy to the Trustee stating: 
(1) that an Asset
Disposition that requires the purchase of a portion of the Notes has occurred
and that such Holder has the right (subject to the prorating described below)
to require the Company to purchase a portion of such Holder’s Notes at a
purchase price in cash 



 H-85
 









equal to 100%
of the principal amount thereof, plus
accrued and unpaid interest, if any, to the date of purchase (subject to Section 307);
(2) the circumstances and
relevant facts and financial information regarding such Asset Disposition; (3) the repurchase date (which shall
be no earlier than 30 days nor later than 60 days from the date such notice is
mailed); (4) the instructions
determined by the Company, consistent with this Section 411, that a
Holder must follow in order to have its Notes purchased; and (5) the amount of the Offer.  If, upon the expiration of the period for
which the Offer remains open, the aggregate principal amount of Notes
surrendered by Holder exceeds the amount of the Offer, the Company shall select
the Notes to be purchased on a pro rata
basis (with such adjustments as may be deemed appropriate by the Company so
that only Notes in denominations of the Minimum Denomination or integral
multiples of $1,000 in excess thereof shall be purchased).


(d)                                 The
Company will comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act and any other securities laws or
regulations in connection with the repurchase of Notes pursuant to this Section 411.  To the extent that the provisions of any
securities laws or regulations conflict with provisions of this Section 411,
the Company will comply with the applicable securities laws and regulations and
will not be deemed to have breached its obligations under this Section 411
by virtue thereof.


Section 412                                   Limitation
on Transactions with Affiliates.   (a)  The
Company will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, enter into or conduct any transaction or series of related
transactions (including the purchase, sale, lease or exchange of any property
or the rendering of any service) with any Affiliate of the Company (an “Affiliate
Transaction”) involving aggregate consideration in excess of $10.0 million
unless (i) the terms of such
Affiliate Transaction are not materially less favorable to the Company or such
Restricted Subsidiary, as the case may be, than those that could be obtained at
the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction
involves aggregate consideration in excess of $40.0 million, the terms of
such Affiliate Transaction have been approved by a majority of the Board of
Directors.  For purposes of this Section 412(a),
any Affiliate Transaction shall be deemed to have satisfied the requirements
set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority
of the Disinterested Directors or (y) in
the event there are no Disinterested Directors, a fairness opinion is provided
by a nationally recognized appraisal or investment banking firm with respect to
such Affiliate Transaction.


(b)                                 The
provisions of Section 412(a) will not apply to:


(i)                                     any
Restricted Payment Transaction,


(ii)                                  (1) the entering into, maintaining or
performance of any employment or consulting contract, collective bargaining
agreement, benefit plan, program or arrangement, related trust agreement or any
other similar arrangement for or with any current or former employee, officer,
director or consultant of or to the Company, any Restricted Subsidiary or any
Parent heretofore or hereafter entered into in the ordinary course of business,
including vacation, health insurance, deferred compensation, 



 H-86
 









severance, retirement, savings or other
similar plans, programs or arrangements, (2) payments,
compensation, performance of indemnification or contribution obligations, the
making or cancellation of loans or any issuance, grant or award of stock,
options, other equity-related interests or other securities, to any such
employees, officers, directors or consultants in the ordinary course of
business, (3) the payment of
reasonable fees to directors of the Company or any of its Subsidiaries or any
Parent (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or
director of the Company or any of its Subsidiaries or any Parent in the
ordinary course of business not involving more than $100,000 in any one case,
or (5) Management Advances
and payments in respect thereof (or in reimbursement of any expenses referred
to in the definition of such term),


(iii)                               any
transaction between or among any of the Company, one or more Restricted
Subsidiaries, and/or one or more Special Purpose Entities,


(iv)                              any
transaction arising out of agreements or instruments in existence on the
Closing Date (other than any Tax Sharing Agreement or Management Agreement
referred to in Section 412(b)(vii)), and any payments made pursuant
thereto,


(v)                                 any transaction in the
ordinary course of business on terms that are fair to the Company and its
Restricted Subsidiaries in the reasonable determination of the Board of
Directors or senior management of the Company, or are not materially less
favorable to the Company or the relevant Restricted Subsidiary than those that
could be obtained at the time in a transaction with a Person who is not an
Affiliate of the Company,


(vi)                              any
transaction in the ordinary course of business, or approved by a majority of the
Board of Directors, between the Company or any Restricted Subsidiary and any
Affiliate of the Company controlled by the Company that is a joint venture or
similar entity,


(vii)                           (1) the execution, delivery and
performance of any Tax Sharing Agreement and any Management Agreements, and (2) payments to CD&R or any of its
Affiliates (w) of fees of up
to $55.0 million in the aggregate, plus out-of-pocket expenses, in
connection with the Transactions, (x) for
any management consulting, financial advisory, financing, underwriting or
placement services or in respect of other investment banking activities, of up
to $7.5 million in any fiscal year (or such other amount as may be approved by
a majority of the Disinterested Directors), (y) in
connection with any acquisition, disposition, merger, recapitalization or
similar transactions, which payments are made pursuant to the Management
Agreements or are approved by a majority of the Board of Directors in good
faith, and (z) of all
out-of-pocket expenses incurred in connection with such services or activities,


(viii)                        the
Transactions, all transactions in connection therewith (including but not
limited to the financing thereof), and all fees and expenses paid or payable in
connection with the Transactions,



 H-87
 









(ix)                                any
issuance or sale of Capital Stock (other than Disqualified Stock) of the
Company or any capital contribution to the Company, and


(x)                                   any investment by any Investor in securities of
the Company or any of its Restricted Subsidiaries so long as (i) such securities are being offered
generally to other investors on the same or more favorable terms and (ii) such investment by all Investors
constitutes less than 5% of the proposed or outstanding issue amount of such
class of securities.


Section
413                                   Limitation
on Liens.  The Company shall not, and
shall not permit any Restricted Subsidiary to, directly or indirectly, create
or permit to exist any Lien (other than Permitted Liens) on any of its property
or assets (including Capital Stock of any other Person), whether owned on the
date of this Indenture or thereafter acquired, securing any Indebtedness (the “Initial
Lien”), unless contemporaneously therewith effective provision is made to
secure the Indebtedness due under this Indenture and the Notes or, in respect
of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary
Guarantee of such Restricted Subsidiary, equally and ratably with (or on a
senior basis to, in the case of Subordinated Obligations or Guarantor
Subordinated Obligations) such obligation for so long as such obligation is so
secured by such Initial Lien.  Any such
Lien thereby created in favor of the Notes or any such Subsidiary Guarantee
will be automatically and unconditionally released and discharged upon (i) the release and discharge of the
Initial Lien to which it relates, (ii) in
the case of any such Lien in favor of any such Subsidiary Guarantee, upon the
termination and discharge of such Subsidiary Guarantee in accordance with the
terms of Section 1303 or (iii) any
sale, exchange or transfer (other than a transfer constituting a transfer of
all or substantially all of the assets of the Company that is governed by Section 501)
to any Person not an Affiliate of the Company of the property or assets secured
by such Initial Lien, or of all of the Capital Stock held by the Company or any
Restricted Subsidiary in, or all or substantially all the assets of, any
Restricted Subsidiary creating such Initial Lien.


Section
414                                   Future
Subsidiary Guarantors.  From and after the
Issue Date, the Company will cause each Domestic Subsidiary that
guarantees (x) payment of
any Indebtedness of the Company or any Subsidiary Guarantor under any Credit
Facility and that is a Wholly Owned Domestic Subsidiary or (y) Capital Markets Securities, to
execute and deliver to the Trustee within 30 days a supplemental indenture or
other instrument pursuant to which such Domestic Subsidiary will guarantee
payment of the Notes, whereupon such Domestic Subsidiary will become a
Subsidiary Guarantor for all purposes under this Indenture.  In addition, the Company may cause any
Subsidiary that is not a Subsidiary Guarantor so to guarantee payment of the
Notes and become a Subsidiary Guarantor.


Section
415                                   Purchase
of Notes Upon a Change of Control.   (a) 
Upon the occurrence after the Issue Date of a Change of Control, each
Holder of Notes will have the right to require the Company to repurchase all or
any part of such Notes at a purchase price in cash equal to 101% of the
principal amount thereof, plus accrued and unpaid interest, if any, to the date
of repurchase (subject to the right of Holders of record on the Relevant
Regular Record Date to 



 H-88
 









receive
interest due on the relevant Interest Payment Date pursuant to Section 307);
provided, however, that the Company shall not be obligated to
repurchase Notes pursuant to this Section 415 in the event that it
has exercised its right to redeem all of the Notes as provided in Article X.


(b)                                 In
the event that, at the time of such Change of Control, the terms of any Bank
Indebtedness constituting Designated Senior Indebtedness restrict or prohibit
the repurchase of the Notes pursuant to this Section 415, then
prior to the mailing of the notice to Holders provided for in Section 415(c)
but in any event not later than 30 days following the date the Company obtains
actual knowledge of any Change of Control (unless the Company has exercised its
right to redeem all the Notes as provided in Article X), the
Company shall, or shall cause one or more of its Subsidiaries to, (i) repay in full all such Bank
Indebtedness subject to such terms or offer to repay in full all such Bank
Indebtedness and repay the Bank Indebtedness of each lender who has accepted
such offer or (ii) obtain
the requisite consent under the agreements governing such Bank Indebtedness to
permit the repurchase of the Notes as provided for in Section 415(c).
The Company shall first comply with the provisions of the immediately preceding
sentence before it shall be required to repurchase Notes pursuant to the
provisions set forth in this Section 415. The Company’s failure to
comply with the provisions of this Section 415(b) or Section 415(c)
shall constitute an Event of Default described in Section 601(iv)
and not in Section 601(ii).


(c)                                  Unless
the Company has exercised its right to redeem all the Notes as described in Article X,
the Company shall, not later than 30 days following the date the Company
obtains actual knowledge of any Change of Control having occurred, mail a
notice (a “Change of Control Offer”) to each Holder with a copy to the
Trustee stating:  (1) that
a Change of Control has occurred or may occur and that such Holder has, or upon
such occurrence will have, the right to require the Company to purchase such
Holder’s Notes at a purchase price in cash equal to 101% of the principal
amount thereof, plus accrued and unpaid interest, if any, to the date of
purchase (subject to the right of Holders of record on a record date to receive
interest on the relevant interest payment date); (2) the
repurchase date (which shall be no earlier than 30 days nor later than 60 days
from the date such notice is mailed); (3) the
instructions determined by the Company, consistent with this Section 415,
that a Holder must follow in order to have its Notes purchased; and (4) if such notice is mailed prior to the occurrence of
a Change of Control, that such offer is conditioned on the occurrence of such
Change of Control.  No Note will be
repurchased in part if less than the Minimum Denomination in original principal
amount of such Note would be left outstanding.


(d)                                 The
Company will not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at
the times and otherwise in compliance with the requirements set forth in the
Indenture applicable to a Change of Control Offer made by the Company and
purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer.



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(e)                                  The
Company will comply, to the extent applicable, with the requirements of Section 14(e)
of the Exchange Act and any other securities laws or regulations in connection
with the repurchase of Notes pursuant to this Section 415.  To the extent that the provisions of any
securities laws or regulations conflict with provisions of this Section 415,
the Company will comply with the applicable securities laws and regulations and
will not be deemed to have breached its obligations under this Section 415
by virtue thereof.


ARTICLE
V


SUCCESSORS


Section
501                                   When
the Company May Merge, etc.  (a)  The Company will not consolidate with or merge
with or into, or convey, transfer or lease all or substantially all its assets
to, any Person, unless:


(i)                                     the
resulting, surviving or transferee Person (the “Successor Company”) will
be a Person organized and existing under the laws of the United States of
America, any State thereof or the District of Columbia and the Successor
Company (if not the Company) will expressly assume all the obligations of the
Company under the Notes and this Indenture by executing and delivering to the
Trustee a supplemental indenture or one or more other documents or instruments
in form reasonably satisfactory to the Trustee;


(ii)                                  immediately
after giving effect to such transaction (and treating any Indebtedness that
becomes an obligation of the Successor Company or any Restricted Subsidiary as
a result of such transaction as having been Incurred by the Successor Company
or such Restricted Subsidiary at the time of such transaction), no Default will
have occurred and be continuing;


(iii)                               immediately
after giving effect to such transaction, either (A) the
Company (or, if applicable, the Successor Company with respect thereto) could
Incur at least $1.00 of additional Indebtedness pursuant to Section 407(a)
or (B) the Consolidated Coverage Ratio
of the Company (or, if applicable, the Successor Company with respect thereto)
would equal or exceed the Consolidated Coverage Ratio of the Company
immediately prior to giving effect to such transaction;


(iv)                              each
Subsidiary Guarantor (other than (x) any
Subsidiary Guarantor that will be released from its obligations under its
Subsidiary Guarantee in connection with such transaction and (y) any party to any such consolidation or merger) shall
have delivered a supplemental indenture or other document or instrument in form
reasonably satisfactory to the Trustee, confirming its Subsidiary Guarantee
(other than any Subsidiary Guarantee that will be discharged or terminated in
connection with such transaction); and


(v)                                 the
Company will have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each to the effect that such consolidation, merger or
transfer complies with the provisions described in this paragraph, provided that (x) in
giving such 



 H-90
 









opinion such
counsel may rely on an Officer’s Certificate as to compliance with the
foregoing clauses (ii) and (iii) and as to any matters of fact, and (y) no Opinion of Counsel will be required for a
consolidation, merger or transfer described in Section 501(b).


Any Indebtedness that
becomes an obligation of the Successor Company or any Restricted Subsidiary (or
that is deemed to be Incurred by any Restricted Subsidiary that becomes a
Restricted Subsidiary) as a result of any such transaction undertaken in
compliance with this Section 501, and any Refinancing Indebtedness
with respect thereto, shall be deemed to have been Incurred in compliance with Section 407.


(b)                                 Clauses (ii)
and (iii) of Section 501(a) will not apply to any transaction in
which the Company consolidates or merges with or into or transfers all or
substantially all its properties and assets to (x) an
Affiliate incorporated or organized for the purpose of reincorporating or
reorganizing the Company in another jurisdiction or changing its legal structure
to a corporation or other entity or (y) a
Restricted Subsidiary of the Company so long as all assets of the Company and
the Restricted Subsidiaries immediately prior to such transaction (other than
Capital Stock of such Restricted Subsidiary) are owned by such Restricted
Subsidiary and its Restricted Subsidiaries immediately after the consummation
thereof.  Section 501(a) will
not apply to any transaction in which any Restricted Subsidiary consolidates
with, merges into or transfers all or part of its assets to the Company.


Section
502                                   Successor
Company Substituted.  Upon any
transaction involving the Company in accordance with Section 501 in
which the Company is not the Successor Company, the Successor Company will
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture, and thereafter the predecessor Company shall
be relieved of all obligations and covenants under this Indenture, except that
the predecessor Company in the case of a lease of all or substantially all its
assets shall not be released from the obligation to pay the principal of and
interest on the Notes.


ARTICLE
VI


REMEDIES


Section
601                                   Events
of Default.  An “Event of Default”
means the occurrence of the following:


(i)                                     a
default in any payment of interest on any Note when due, continued for a period
of 30 days;


(ii)                                  a
default in the payment of principal of any Note when due, whether at its Stated
Maturity, upon optional redemption, upon required repurchase, upon declaration
of acceleration or otherwise;


(iii)                               the
failure by the Company to comply with its obligations under Section 501(a);



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(iv)                              the
failure by the Company to comply for 30 days after the notice specified in the
penultimate paragraph of this Section 601 with any of its
obligations under Section 415 (other than a failure to purchase the
Notes);


(v)                                 the
failure by the Company to comply for 60 days after the notice specified in the
penultimate paragraph of this Section 601 with its other agreements
contained in the Notes or this Indenture;


(vi)                              the
failure by any Subsidiary Guarantor to comply for 45 days after the notice
specified in the penultimate paragraph of this Section 601 with its
obligations under its Subsidiary Guarantee;


(vii)                           the
failure by the Company or any Restricted Subsidiary to pay any Indebtedness for
borrowed money (other than Indebtedness owed to the Company or any Restricted
Subsidiary) within any applicable grace period after final maturity or the
acceleration of any such Indebtedness by the holders thereof because of a
default, if the total amount of such Indebtedness so unpaid or accelerated
exceeds $50.0 million or its foreign currency equivalent; provided, that no
Default or Event of Default will be deemed to occur with respect to any such
Indebtedness that is paid or otherwise acquired or retired (or for which such
failure to pay or acceleration is waived or rescinded) within 20 Business Days
after such failure to pay or such acceleration;


(viii)                        the
taking of any of the following actions by the Company or a Significant
Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:


(A)  the commencement of a voluntary case;


(B)  the consent to the entry of an order for
relief against it in an involuntary case;


(C)  the consent to the appointment of a Custodian
of it or for any substantial part of its property; or


(D)  the making of a general assignment for the
benefit of its creditors;


(ix)                                a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:


(A)  is for relief against the Company or any
Significant Subsidiary in an involuntary case;


(B)  appoints a Custodian of the Company or any
Significant Subsidiary or for any substantial part of its property; or



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(C)  orders the winding up or liquidation of the
Company or any Significant Subsidiary;


and the order or decree remains unstayed and in effect
for 60 days;


(x)                                   the
rendering of any judgment or decree for the payment of money in an amount (net
of any insurance or indemnity payments actually received in respect thereof
prior to or within 90 days from the entry thereof, or to be received in respect
thereof in the event any appeal thereof shall be unsuccessful) in excess of
$50.0 million or its foreign currency equivalent against the Company or a
Significant Subsidiary, that is not discharged, or bonded or insured by a third
Person, if such judgment or decree remains outstanding for a period of 90 days
following such judgment or decree and is not discharged, waived or stayed; or


(xi)                                the
failure of any Subsidiary Guarantee by a Subsidiary Guarantor that is a
Significant Subsidiary to be in full force and effect (except as contemplated
by the terms thereof or of this Indenture) or the denial or disaffirmation in
writing by any Subsidiary Guarantor that is a Significant Subsidiary of its
obligations under this Indenture or its Subsidiary Guarantee, if such Default
continues for 10 days.


The foregoing will constitute Events of Default whatever the reason for
any such Event of Default and whether it is voluntary or involuntary or is
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body.


The term “Bankruptcy Law” means Title 11, United States Code, or
any similar Federal, state or foreign law for the relief of debtors.  The term “Custodian” means any
receiver, trustee, assignee, liquidator, custodian or similar official under
any Bankruptcy Law.


However, a Default under clause (iv), (v) or (vi) will not
constitute an Event of Default until the Trustee or the Holders of at least 30%
in principal amount of the Outstanding Notes notify the Company of the Default
and the Company does not cure such Default within the time specified in such
clause after receipt of such notice. 
Such notice must specify the Default, demand that it be remedied and
state that such notice is a “Notice of Default.”  When a Default or an Event of Default is
cured, it ceases.


The Company shall deliver to the Trustee, within 30 days after the
occurrence thereof, written notice in the form of an Officer’s Certificate of
any Event of Default under clause (vii), (x) or (xi) and any event that
with the giving of notice or the lapse of time would become an Event of Default
under clause (iv), (v) or (vi), its status and what action the Company is
taking or proposes to take with respect thereto.


Section
602                                   Acceleration
of Maturity; Rescission and Annulment. 
If an Event of Default (other than an Event of Default specified in Section 601(viii)
or Section 601(ix), with respect to the Company), occurs and is
continuing, the Trustee by notice to the Company, or the Holders of at least
thirty percent (30%) in principal amount of the Outstanding Notes by notice to 



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the Company
and the Trustee, in either case specifying in such notice the respective Event
of Default and that such notice is a “notice of acceleration,” may declare the
principal of and accrued but unpaid interest on all the Notes to be due and
payable. Upon the effectiveness of such a declaration, such principal and
interest will be due and payable immediately.


Notwithstanding the foregoing, if an Event of
Default specified in Section 601(viii) or Section 601(ix),
with respect to the Company, occurs and is
continuing, the principal of and accrued interest on all the Outstanding Notes
will ipso facto become
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.


The Holders of a majority in principal amount
of the Outstanding Notes by notice to the Company and the Trustee may rescind
an acceleration and its consequences if the rescission would not conflict with
any judgment or decree and if all existing Events of Default have been cured or
waived except non-payment of principal or interest that has become due
solely because of such acceleration.  No
such rescission shall affect any subsequent Default or impair any right
consequent thereto.


Section
603                                   Other
Remedies; Collection Suit by Trustee. 
If an Event of Default occurs and is continuing, the Trustee may, but is
not obligated under this Section 603 to, pursue any available
remedy to collect the payment of principal of or interest on the Notes or to
enforce the performance of any provision of the Notes or this Indenture.  If an Event of Default specified in Section 601(i)
or 601(ii) occurs and is continuing, the Trustee may recover judgment in
its own name and as trustee of an express trust against the Company for the
whole amount then due and owing (together with interest on any unpaid interest
to the extent lawful) and the amounts provided for in Section 707.


Section
604                                   Trustee
May File Proofs of Claim.  The
Trustee may file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee and the
Holders allowed in any judicial proceedings relative to the Company or any
other obligor upon the Notes, its creditors or its property and, unless
prohibited by law or applicable regulations, may vote on behalf of the Holders
in any election of a trustee in bankruptcy or other Person performing similar
functions, and any Custodian in any such judicial proceeding is hereby
authorized by each Holder to make payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and its counsel, and any other amounts due the Trustee under Section 707.


No provision of this Indenture shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the Notes
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.



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Section
605                                   Trustee
May Enforce Claims Without Possession of Notes.  All rights of action and claims under this
Indenture or the Notes may be prosecuted and enforced by the Trustee without
the possession of any of the Notes or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Holders of the Notes in respect of which such
judgment has been recovered.


Section
606                                   Application
of Money Collected.  Any money
collected by the Trustee pursuant to this Article VI shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal (or premium,
if any) or interest, upon presentation of the Notes and the notation thereon of
the payment if only partially paid and upon surrender thereof if fully paid:


First:  to the payment of all amounts due the Trustee
under Section 707;


Second:  to the payment of the amounts then due and
unpaid upon the Notes for principal (and premium, if any) and interest, in
respect of which or for the benefit of which such money has been collected, ratably,
without preference or priority of any kind, according to the amounts due and
payable on such Notes for principal (and premium, if any) and interest,
respectively; and


Third:  to the Company.


Section
607                                   Limitation
on Suits.  Subject to Section 608
hereof, no Holder may pursue any remedy with respect to this Indenture or the
Notes unless:


(i)                                     such
Holder has previously given the Trustee written notice that an Event of Default
is continuing;


(ii)                                  Holders
of at least 30% in principal amount of the Outstanding Notes have requested the
Trustee in writing to pursue the remedy;


(iii)                               such
Holder or Holders have offered to the Trustee reasonable security or indemnity
against any loss, liability or expense;


(iv)                              the
Trustee has not complied with the request within 60 days after receipt of
the request and the offer of security or indemnity; and


(v)                                 the
Holders of a majority in principal amount of the Outstanding Notes have not
given the Trustee a direction inconsistent with the request within such 60-day
period.



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A Holder may not use this Indenture to affect, disturb
or prejudice the rights of another Holder, to obtain a preference or priority
over another Holder or to enforce any right under this Indenture except in the
manner herein provided and for the equal and ratable benefit of all Holders.


Section
608                                   Unconditional
Right of Holders to Receive Principal and Interest.  Notwithstanding any other provision in this
Indenture, the Holder of any Note shall have the absolute and unconditional
right to receive payment of the principal of (and premium, if any) and all
(subject to Section 307) interest on such Note on the respective
Stated Maturity or Interest Payment Dates expressed in such Note and to
institute suit for the enforcement of any such payment on or after such
respective Stated Maturity or Interest Payment Dates, and such right shall not
be impaired without the consent of such Holder.


Section
609                                   Restoration
of Rights and Remedies.  If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture or any Note and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case the Company, any
other obligor upon the Notes, the Trustee and the Holders shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.


Section
610                                   Rights
and Remedies Cumulative.  No right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise.  The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.


Section
611                                   Delay
or Omission Not Waiver.  No delay or
omission of the Trustee or of any Holder of any Note to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence
therein.  Every right and remedy given by
this Article VI or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.


Section
612                                   Control
by Holders.  The Holders of not less
than a majority in aggregate principal amount of the Outstanding Notes shall
have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or of exercising any trust
or power conferred on the Trustee, provided that


(1)                                  such
direction shall not be in conflict with any rule of law or with this Indenture,
and



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(2)                                  the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.


However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture or, subject to Section 701, that the
Trustee determines is unduly prejudicial to the rights of any other Holder or
that would involve the Trustee in personal liability; provided, however,
that the Trustee may take any other action deemed proper by the Trustee that is
not inconsistent with such direction. 
Prior to taking any action under this Indenture, the Trustee shall be
entitled to indemnification satisfactory to it in its sole discretion against
all losses and expenses caused by taking or not taking such action.  This Section 612 shall be in lieu
of § 316(a)(1)(A) of the TIA, and such § 316(a)(1)(A) of the TIA is
hereby expressly excluded from this Indenture and the Notes, as permitted by
the TIA.


Section
613                                   Waiver
of Past Defaults.  The Holders of not
less than a majority in aggregate principal amount of the Outstanding Notes may
on behalf of the Holders of all the Notes waive any past Default hereunder and
its consequences, except a Default


(1)                                  in
the payment of the principal of or interest on any Note (which may only be
waived with the consent of each Holder of Notes affected), or


(2)                                  in
respect of a covenant or provision hereof that pursuant to the second paragraph
of Section 902 cannot be modified or amended without the consent of
the Holder of each Outstanding Note affected.


Upon any such waiver, such Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any right consequent thereon.  In case of any such waiver, the Company, any
other obligor upon the Notes, the Trustee and the Holders shall be restored to
their former positions and rights hereunder and under the Notes, respectively.  This paragraph of this Section 613
shall be in lieu of § 316(a)(1)(B) of the TIA and such § 316(a)(1)(B) of
the TIA is hereby expressly excluded from this Indenture and the Notes, as
permitted by the TIA.


Section
614                                   Undertaking
for Costs.  All parties to this
Indenture agree, and each Holder of any Note by such Holder’s acceptance
thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this
Indenture or the Notes, or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee, the filing by any party litigant
in such suit of an undertaking to pay the costs of such suit, and that such
court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party
litigant.  This Section 614
shall not apply to any suit instituted by the Trustee, to any suit instituted
by any Holder, or group of Holders, holding in the aggregate more than 10% in
principal amount of the Outstanding Notes, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of (or 



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premium, if
any) or interest on any Note on or after the respective Stated Maturity or
Interest Payment Dates expressed in such Note.


Section
615                                   Waiver
of Stay, Extension or Usury Laws. 
The Company agrees (to the extent that it may lawfully do so) that it shall
not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law or any usury or
other similar law wherever enacted, now or at any time hereafter in force, that
would prohibit or forgive the Company from paying all or any portion of the
principal of (or premium, if any) or interest on the Notes contemplated herein
or in the Notes or that may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and shall not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.


ARTICLE
VII


THE
TRUSTEE


Section
701                                   Certain
Duties and Responsibilities.  (a)  Except during the continuance of an Event of
Default,


(1)                                  the
Trustee undertakes to perform such duties and only such duties as are specifically
set forth in this Indenture, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and


(2)                                  in
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture; but in the case of any such certificates
or opinions that by any provision hereof are specifically required to be
furnished to the Trustee, the Trustee shall be under a duty to examine the same
to determine whether or not they conform to the requirements of this Indenture,
but need not verify the contents thereof.


(b)                                 In
case an Event of Default has occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person’s own
affairs.


(c)                                  No
provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act, or
its own willful misconduct, except that (i) this
paragraph does not limit the effect of Section 701(a); (ii) the Trustee shall not be liable
for any error of judgment made in good faith by a Trust Officer, unless it is
proved that the Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Trustee shall not
be liable with respect to any action it takes or omits to take in good faith in
accordance with a direction received by it pursuant to Section 612.



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(d)                                 No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur financial liability in the performance of any of its
duties hereunder or in the exercise of any of its rights or powers, if it shall
have reasonable grounds to believe that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.


(e)                                  Whether
or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection
to the Trustee shall be subject to the provisions of this Section 701
and Section 703.


Section
702                                   Notice
of Defaults.  If a Default occurs and
is continuing and is known to the Trustee, the Trustee must mail within 90 days
after it occurs, to all Holders as their names and addresses appear in the Note
Register, notice of such Default hereunder known to the Trustee unless such
Default shall have been cured or waived; provided,
however, that, except in the case of a
Default in the payment of the principal of, or premium, if any, or interest on
any Note, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders.


Section
703                                   Certain
Rights of Trustee.  Subject to the
provisions of Section 701:


(1)                                  the
Trustee may rely and shall be protected in acting or refraining from acting
upon any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, note, other evidence of indebtedness
or other paper or document believed by it to be genuine and to have been signed
or presented by the proper party or parties;


(2)                                  any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order thereof, and any resolution of
any Person’s board of directors shall be sufficiently evidenced if certified by
an Officer of such Person as having been duly adopted and being in full force
and effect on the date of such certificate;


(3)                                  whenever
in the administration of this Indenture the Trustee shall deem it desirable
that a matter be proved or established prior to taking, suffering or omitting
any action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s
Certificate of the Company;


(4)                                  the
Trustee may consult with counsel and the written advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon;



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(5)                                  the
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the
Holders pursuant to this Indenture, unless such Holders shall have offered to
the Trustee reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction;


(6)                                  the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, note, other evidence of
indebtedness or other paper or document; and


(7)                                  the
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Trustee
shall not be responsible for any misconduct or negligence on the part of any
agent or attorney appointed with due care by it hereunder.


Section
704                                   Not
Responsible for Recitals or Issuance of Notes.  The recitals contained herein and in the Notes,
except the Trustee’s certificates of authentication, shall be taken as the
statements of the Company, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness.  The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Notes, except that the
Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Notes and perform its obligations hereunder and
that the statements made by it in a Statement of Eligibility and Qualification
on Form T-1 supplied to the Company and any other obligor upon the Notes
in connection with the registration of any Notes and any Subsidiary Guarantees
issued hereunder are and will be true and accurate subject to the
qualifications set forth therein. 
Neither the Trustee nor any Authenticating Agent shall be accountable
for the use or application by the Company of the Notes or the proceeds thereof.


Section
705                                   May
Hold Notes.  The Trustee, any
Authenticating Agent, any Paying Agent, any Note Registrar or any other agent
of the Company, in its individual or any other capacity, may become the owner
or pledgee of Notes and, subject to Section 708 and Section 713,
may otherwise deal with the Company or its Affiliates with the same rights it
would have if it were not Trustee, Authenticating Agent, Paying Agent, Note
Registrar or such other agent.


Section
706                                   Money
Held in Trust.  Money held by the
Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law.  The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed in writing with the Company.



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Section 707            Compensation
and Reimbursement.  The Company
agrees,


(1)           to pay to the Trustee from time to
time reasonable compensation for all services rendered by the Trustee hereunder
(which compensation shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust);


(2)           except as otherwise expressly
provided herein, to reimburse the Trustee upon its request for all reasonable
out-of-pocket expenses incurred by the Trustee in accordance with any provision
of this Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith; and


(3)           to indemnify the Trustee for, and to
hold it harmless against, any loss, liability or expense incurred without
negligence or bad faith on the Trustee’s part, arising out of or in connection
with the administration of the trust or trusts hereunder, including the costs
and expenses of defending itself against any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder.


The Company needs not pay for any settlement made
without its consent.  The provisions of
this Section 707 shall survive the termination of this Indenture.


Section 708            Conflicting
Interests.  If the Trustee has or
shall acquire a conflicting interest within the meaning of the TIA, the Trustee
shall eliminate such interest, apply to the SEC for permission to continue as
Trustee with such conflict or resign, to the extent and in the manner provided
by, and subject to the provisions of, the TIA and this Indenture.  To the extent permitted by the TIA, the
Trustee shall not be deemed to have a conflicting interest by virtue of being a
trustee under this Indenture with respect to Original Notes and Additional
Notes, or a trustee under any other indenture between the Company and the
Trustee.


Section 709            Corporate
Trustee Required; Eligibility.  There
shall at all times be one (and only one) Trustee hereunder.  The Trustee shall be a Person that is
eligible pursuant to the TIA to act as such and has a combined capital and
surplus of at least $50,000,000.  If any
such Person publishes reports of condition at least annually, pursuant to law
or to the requirements of its supervising or examining authority, then for the
purposes of this Section and to the extent permitted by the TIA, the combined
capital and surplus of such Person shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so
published.  If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section 709,
it shall resign immediately in the manner and with the effect hereinafter
specified in this Article.


Section 710            Resignation
and Removal; Appointment of Successor. 
No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 711.



 H-101
 









The Trustee may
resign at any time by giving written notice thereof to the Company.  If the instrument of acceptance by a
successor Trustee required by Section 711 shall not have been
delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.


The Trustee may be
removed at any time by Act of the Holders of a majority in principal amount of
the Outstanding Notes, delivered to the Trustee and to the Company.


If at any time:


(1)           the Trustee shall fail to comply with
Section 708 after written request therefor by the Company or by any
Holder who has been a bona fide Holder of a Note for at least six months, or


(2)           the Trustee shall cease to be
eligible under Section 709 and shall fail to resign after written
request therefor by the Company or by any such Holder, or


(3)           the Trustee shall become incapable of
acting or shall be adjudged bankrupt or insolvent or a receiver of the Trustee
or of its property shall be appointed or any public officer shall take charge
or control of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation,


then, in any such case, (A) the Company may remove the Trustee, or (B) subject to Section 614,
any Holder who has been a bona fide Holder of a Note for at least six months
may, on behalf of itself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of
a successor Trustee or Trustees.


If the Trustee
shall resign, be removed or become incapable of acting, or if a vacancy shall
occur in the office of Trustee for any cause, the Company shall promptly
appoint a successor Trustee and shall comply with the applicable requirements
of Section 711.  If, within
one year after such resignation, removal or incapability, or the occurrence of
such vacancy, a successor Trustee shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Notes delivered to the Company
and the retiring Trustee, the successor Trustee so appointed shall, forthwith
upon its acceptance of such appointment in accordance with the applicable
requirements of Section 711, become the successor Trustee and to
that extent supersede the successor Trustee appointed by the Company.  If no successor Trustee shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
required by Section 711, then, subject to Section 614,
any Holder who has been a bona fide Holder of a Note for at least six months
may, on behalf of itself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee.


The Company shall
give notice of each resignation and each removal of the Trustee and each
appointment of a successor Trustee to all Holders in the manner provided in 



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Section 110.  Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.


Section 711            Acceptance
of Appointment by Successor.  In case
of the appointment hereunder of a successor Trustee, every such successor
Trustee so appointed shall execute, acknowledge and deliver to the Company and
to the retiring Trustee an instrument accepting such appointment, and thereupon
the resignation or removal of the retiring Trustee shall become effective and
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee; but, on the request of the Company or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder.


Upon request of
any such successor Trustee, the Company shall execute any and all instruments
for more fully and certainly vesting in and confirming to such successor
Trustee all such rights, powers and trusts referred to above.


No successor
Trustee shall accept its appointment unless at the time of such acceptance such
successor Trustee shall be qualified and eligible under this Article VII.


Section 712            Merger,
Conversion, Consolidation or Succession to Business.  Any corporation into which the Trustee may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article VII,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.  In case any
Notes shall have been authenticated, but not delivered, by the Trustee then in
office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Notes so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Notes.


Section 713            Preferential
Collection of Claims Against the Company. 
If and when the Trustee shall be or become a creditor of the Company (or
any other obligor upon the Notes), the Trustee shall be subject to the
provisions of the TIA regarding the collection of claims against the Company
(or any such other obligor) or realizing on certain property received by it in
respect of such claims.


Section 714            Appointment
of Authenticating Agent.  The Trustee
may appoint an Authenticating Agent acceptable to the Company to authenticate
the Notes.  Any such appointment shall be
evidenced by an instrument in writing signed by a Trust Officer, a copy of
which instrument shall be promptly furnished to the Company.  Unless limited by the terms of such
appointment, an Authenticating Agent may authenticate Notes whenever the
Trustee may do so.  Each reference in
this Indenture to authentication (or execution of a certificate of 



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authentication) by the Trustee includes authentication (or execution of
a certificate of authentication) by such Authenticating Agent.  An Authenticating Agent has the same rights
as any Registrar, Paying Agent or agent for service of notices and demands.


ARTICLE VIII



HOLDERS’ LISTS AND REPORTS BY

TRUSTEE AND THE COMPANY


Section 801            The
Company to Furnish Trustee Names and Addresses of Holders.  The Company will furnish or cause to be
furnished to the Trustee


(1)           semi-annually, not more than 10 days
after each Regular Record Date, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders as of such
Regular Record Date, and


(2)           at such other times as the Trustee
may request in writing, within 30 days after the receipt by the Company of
any such request, a list of similar form and content as of a date not more than
15 days prior to the time such list is furnished;


provided, however, that if and to the extent and so
long as the Trustee shall be the Note Registrar, no such list need be furnished
pursuant to this Section 801.


Section 802            Preservation
of Information; Communications to Holders. 
The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list, if any, furnished to the Trustee as provided in Section 801
and the names and addresses of Holders received by the Trustee in its capacity
as Note Registrar; provided, however, that if and so long as the Trustee shall be the Note
Registrar, the Note Register shall satisfy the requirements relating to such
list.  None of the Company, any
Subsidiary Guarantor or the Trustee or any other Person shall be under any
responsibility with regard to the accuracy of such list.  The Trustee may destroy any list furnished to
it as provided in Section 801 upon receipt of a new list so
furnished.


The rights of
Holders to communicate with other Holders with respect to their rights under
this Indenture or under the Notes, and the corresponding rights and privileges
of the Trustee, shall be as provided by the TIA.


Every Holder of
Notes, by receiving and holding the same, agrees with the Company and the
Trustee that neither the Company nor the Trustee, nor any agent of either of
them, shall be held accountable by reason of any disclosure of information as
to names and addresses of Holders made pursuant to the TIA.


Section 803            Reports
by Trustee.  Within 60 days after
each May 15, beginning with May 15, 2009, the Trustee shall transmit to Holders
such reports concerning the Trustee and its actions under this Indenture as may
be required pursuant to the TIA at the times and in the 



 H-104
 









manner provided
pursuant thereto for so long as any Notes remain outstanding.  A copy of each such report shall, at the time
of such transmission to Holders, be filed by the Trustee or any applicable
listing agent with each stock exchange upon which any Notes are listed, with
the SEC and with the Company.  The
Company will notify the Trustee when any Notes are listed on any stock
exchange.


ARTICLE IX



AMENDMENT, SUPPLEMENT OR WAIVER


Section 901            Without
Consent of Holders.  Without the
consent of the Holders of any Notes, the Company, the Trustee and (as
applicable) each Subsidiary Guarantor may amend or supplement this Indenture or
the Notes, for any of the following purposes:


(1)           to cure any ambiguity, mistake,
omission, defect or inconsistency,


(2)           to provide for the assumption by a
successor of the obligations of the Company or a Subsidiary Guarantor under
this Indenture,


(3)           to provide for uncertificated Notes
in addition to or in place of certificated Notes,


(4)           to add Guarantees with respect to the
Notes, to secure the Notes, to confirm and evidence the release, termination or
discharge of any Guarantee or Lien with respect to or securing the Notes when
such release, termination or discharge is provided for under this Indenture,


(5)           to add to the covenants of the
Company for the benefit of the Holders or to surrender any right or power
conferred upon the Company,


(6)           to provide for or confirm the
issuance of Additional Notes or Exchange Notes,


(7)           to increase the minimum denomination
of the Notes to equal the dollar equivalent of €1,000 rounded up to the nearest
$1,000 (including for purposes of redemption or repurchase of any Note in
part),


(8)           to make any change that does not
materially adversely affect the rights of any Holder under the Notes or this
Indenture, or


(9)           to comply with any requirement of the
SEC in connection with the qualification of this Indenture under the TIA or
otherwise.


Section 902            With
Consent of Holders.  Subject to Section 608,
the Company, the Trustee and (if applicable) each Subsidiary Guarantor may amend
or supplement this Indenture 



 H-105
 









or the Notes with the written consent of the Holders of not less than a
majority in aggregate principal amount of the Outstanding Notes (including
consents obtained in connection with a tender offer or exchange offer for Notes)
and the Holders of not less than a majority in aggregate principal amount of
the Outstanding Notes by written notice to the Trustee (including consents
obtained in connection with a tender offer or exchange offer for Notes) may
waive any existing Default or Event of Default or compliance by the Company or
any Subsidiary Guarantor with any provision of this Indenture, the Notes or any
Subsidiary Guarantee.


Notwithstanding
the provisions of this Section 902, without the consent of each
Holder affected, an amendment or waiver, including a waiver pursuant to Section 613,
may not:


(i)            reduce the principal amount of the
Notes whose Holders must consent to an amendment or waiver;


(ii)           reduce the rate of or extend the time
for payment of interest on any Note;


(iii)          reduce the principal of or extend the
Stated Maturity of any Note;


(iv)          reduce the premium payable upon the
redemption of any Note or change the date on which any Note may be redeemed as
described in Section 1001;


(v)           make any Note payable in money other
than that stated in such Note;


(vi)          impair the right of any Holder to
receive payment of principal of and interest on such Holder’s Notes on or after
the due dates therefor or to institute suit for the enforcement of any such
payment on or with respect to such Holder’s Notes; or


(vii)         make any change in the amendment or
waiver provisions described in this paragraph.


It shall not be
necessary for the consent of the Holders under this Section 902 to
approve the particular form of any proposed amendment, supplement or waiver,
but it shall be sufficient if such consent approves the substance thereof.


After an
amendment, supplement or waiver under this Section 902 becomes
effective, the Company shall mail to the Holders, with a copy to the Trustee, a
notice briefly describing the amendment, supplement or waiver.  Any failure of the Company to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any supplemental indenture or the effectiveness of any such
amendment, supplement or waiver.


Section 903            Execution
of Amendments, Supplements or Waivers. 
The Trustee shall sign any amendment, supplement or waiver authorized
pursuant to this Article IX if the amendment, supplement or waiver
does not adversely affect the rights, duties, liabilities or immunities of the
Trustee.  If it does, the Trustee may,
but need not, sign it.  In signing or
refusing to sign such amendment, supplement or waiver, the Trustee shall be
entitled to receive, 



 H-106
 









and shall be fully protected in relying upon, an Officer’s Certificate
and an Opinion of Counsel to the effect that the execution of such amendment,
supplement or waiver has been duly authorized, executed and delivered by the
Company and that, subject to applicable bankruptcy, insolvency, fraudulent
transfer, fraudulent conveyance, reorganization, moratorium and other laws now
or hereinafter in effect affecting creditors’ rights or remedies generally and
to general principles of equity (including standards of materiality, good faith,
fair dealing and reasonableness), whether considered in a proceeding at law or
at equity, such amendment, supplement or waiver is a valid and binding
agreement of the Company, enforceable against the Company in accordance with
its terms.


Section 904            Revocation
and Effect of Consents.  Until an
amendment, supplement or waiver becomes effective, a consent to it by a Holder
is a continuing consent by the Holder and every subsequent Holder of that Note
or any Note that evidences all or any part of the same debt as the consenting
Holder’s Note, even if notation of the consent is not made on any Note.  Subject to the following paragraph of this Section 904,
any such Holder or subsequent Holder may revoke the consent as to such Holder’s
Note by written notice to the Trustee or the Company, received by the Trustee
or the Company, as the case may be, before the date on which the Trustee
receives an Officer’s Certificate from the Company certifying that the Holders
of the requisite principal amount of Notes have consented (and not theretofore
revoked such consent) to the amendment, supplement or waiver.  The Company may, but shall not be obligated
to, fix a record date for the purpose of determining the Holders entitled to consent
to any amendment, supplement or waiver as set forth in Section 108.


After an
amendment, supplement or waiver becomes effective, it shall bind every Holder
of Notes, unless it makes a change described in any of clauses (i) through
(viii) of the second paragraph of Section 902.  In that case, the amendment, supplement or
waiver shall bind each Holder of a Note who has consented to it and every
subsequent Holder of such Note or any Note that evidences all or any part of
the same debt as the consenting Holder’s Note.


Section 905            Conformity
with TIA.  Every amendment or
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the TIA as then in effect.


Section 906            Notation
on or Exchange of Notes.  If an
amendment, supplement or waiver changes the terms of a Note, the Trustee shall
(if required by the Company and in accordance with the specific direction of
the Company) request the Holder of the Note to deliver it to the Trustee.  The Trustee shall (if required by the Company
and in accordance with the specific direction of the Company) place an
appropriate notation on the Note about the changed terms and return it to the
Holder.  Alternatively, if the Company or
the Trustee so determines, the Company in exchange for the Note shall issue and
the Trustee shall authenticate a new Note that reflects the changed terms.  Failure to make the appropriate notation or
issue a new Note shall not affect the validity and effect of such amendment,
supplement or waiver.



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ARTICLE X



REDEMPTION OF NOTES


Section 1001          Right
of Redemption.   (a)  The
Notes will be redeemable, at the Company’s option, in whole or in part, at any
time and from time to time on and after July 15, 2011 and prior to
maturity at the applicable redemption price set forth below. Such redemption
may be made upon notice mailed by first-class mail to each Holder’s registered
address in accordance with Section 1005. The Company may provide in
such notice that payment of the redemption price and the performance of the
Company’s obligations with respect to such redemption may be performed by
another Person. Any such redemption and notice may, in the Company’s
discretion, be subject to the satisfaction of one or more conditions precedent,
including but not limited to the occurrence of a Change of Control. The Notes will
be so redeemable at the following redemption prices (expressed as a percentage
of principal amount), plus accrued and unpaid interest, if any, to the relevant
Redemption Date (subject to the right of Holders of record on the relevant
Regular Record Date to receive interest due on the relevant Interest Payment
Date pursuant to Section 307), if redeemed during the 12-month
period commencing on July 15 of the years set forth below:


	
  Redemption Period

  	
   

  	
  Price

  	
   

  
	
  2011

  	
   

  	
  105.3750

  	
  %

  
	
  2012

  	
   

  	
  102.6875

  	
  %

  
	
  2013 and thereafter

  	
   

  	
  100.0000

  	
  %

  



(b)           In addition, at any time and from
time to time on or prior to July 15, 2010, the Company at its option may
redeem Notes in an aggregate principal amount equal to up to 35% of the
original aggregate principal amount of the Notes (including the principal
amount of any Additional Notes), with funds in an equal aggregate amount (the “Redemption
Amount”) not exceeding the aggregate proceeds of one or more Equity
Offerings, at a redemption price (expressed as a percentage of principal amount
thereof) of 110.75% plus accrued and unpaid interest, if any, to the Redemption
Date (subject to the right of Holders of record on the relevant Regular Record
Date to receive interest due on the relevant Interest Payment Date pursuant to
Section 307); provided, however, that an aggregate principal
amount of Notes equal to at least 65% of the original aggregate principal
amount of Notes (including the principal amount of any Additional Notes) must
remain outstanding after each such redemption of Notes.


The Company may
make such redemption upon notice mailed by first-class mail to each Holder’s
registered address in accordance with Section 1005 (but in no event
more than 180 days after the completion of the related Equity Offering). The
Company may provide in such notice that payment of the redemption price and
performance of the Company’s obligations with respect to such redemption may be
performed by another Person. Any such notice may be given prior to the
completion of the related Equity Offering, and any such redemption or notice
may, at the Company’s discretion, be subject to the satisfaction of one or more
conditions precedent, including but not limited to the completion of the
related Equity Offering.



 H-108
 









(c)           At
any time prior to July 15, 2011, the Notes may also be redeemed or
purchased (by the Company or any other Person) in whole or in part, at the
Company’s option, at a price (the “Redemption Price”) equal to 100% of
the principal amount thereof plus the Applicable Premium as of, and accrued but
unpaid interest, if any, to the Redemption Date (subject to the right of
Holders of record on the relevant Regular Record Date to receive interest due
on the relevant Interest Payment Date pursuant to Section 307).
Such redemption or purchase may be made upon notice mailed by first-class mail
to each Holder’s registered address in accordance with Section 1005.
The Company may provide in such notice that payment of the Redemption Price and
performance of the Company’s obligations with respect to such redemption or
purchase may be performed by another Person. Any such redemption, purchase or
notice may, at the Company’s discretion, be subject to the satisfaction of one
or more conditions precedent, including but not limited to the occurrence of a
Change of Control.


“Applicable
Premium” means, with respect to a Note at any Redemption Date, the greater
of (i) 1.0% of the principal amount of
such Note and (ii) the excess of (A) the present value at such Redemption Date of (1) the redemption price of such Note on July 15,
2011 (such redemption price being that described in Section 1001(a)),
plus (2) all required remaining scheduled
interest payments due on such Note through such date (excluding accrued but
unpaid interest to the Redemption Date), computed using a discount rate equal
to the Treasury Rate plus 50 basis points, over (B) the
principal amount of such Note on such Redemption Date.  Calculation of the Applicable Premium will be
made by the Company or on behalf of the Company by such Person as the Company
shall designate; provided that
such calculation shall not be a duty or obligation of the Trustee.


“Treasury Rate”
means, with respect to a Redemption Date, the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity (as
compiled and published in the most recent Federal Reserve Statistical Release
H.15(519) that has become publicly available at least two Business Days prior
to such Redemption Date (or, if such Statistical Release is no longer
published, any publicly available source of similar market data)) most nearly
equal to the period from such Redemption Date to July 15, 2011; provided, however,
that if the period from the Redemption Date to such date is not equal to the
constant maturity of a United States Treasury security for which a weekly
average yield is given, the Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the weekly
average yields of United States Treasury securities for which such yields are
given, except that if the period from the Redemption Date to such date is less
than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year shall be used.


(d)           The
Company shall have the right, but not the obligation, to purchase all or part
of the Notes held by the Committed Lenders (as defined in the Senior Interim
Loan Agreement) in accordance with the terms of Section 2.5(e) of the Senior
Interim Loan Agreement.



 H-109
 









Section 1002          Applicability
of Article.  Redemption or purchase
of Notes as permitted by Section 1001 shall be made in accordance
with this Article X.


Section 1003          Election
to Redeem; Notice to Trustee.  In
case of any redemption at the election of the Company of less than all of the
Notes, the Company shall, at least two Business Days (but not more than 60
days) prior to the date on which notice is required to be mailed or caused to
be mailed to Holders pursuant to Section 1005, notify the Trustee
of such Redemption Date and of the principal amount of Notes to be redeemed.


Section 1004          Selection
by Trustee of Notes to Be Redeemed. 
In the case of any partial redemption, selection of the Notes for
redemption will be made by the Trustee not more than 60 days prior to the
Redemption Date on a pro rata
basis, by lot or by such other method as the Trustee in its sole discretion
shall deem to be fair and appropriate, although no Note with an original
principal amount equal to or less than the Minimum Denomination will be
redeemed in part.


The Trustee shall
promptly notify the Company in writing of the Notes selected for redemption
and, in the case of any Note selected for partial redemption, the principal
amount thereof to be redeemed.  On and
after the Redemption Date, interest will cease to accrue on Notes or portions
thereof called for redemption.


For all purposes
of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Notes shall relate, in the case of any Note
redeemed or to be redeemed only in part, to the portion of the principal of
such Note that has been or is to be redeemed.


Section 1005          Notice
of Redemption.  Notice of redemption
or purchase as provided
in Section 1001 shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Notes to be redeemed, at such Holder’s address
appearing in the Note Register.


Any such notice shall
state:


(1)           the expected Redemption Date,


(2)           the redemption price (or the formula
by which the redemption price will be determined),


(3)           if less than all Outstanding Notes
are to be redeemed, the identification (and, in the case of partial redemption,
the portion of the respective principal amounts) of the Notes to be redeemed,


(4)           that, on the Redemption Date, the
redemption price will become due and payable upon each such Note, and that,
unless the Company defaults in making such redemption payment or the Paying
Agent is prohibited from making such payment 



 H-110
 









pursuant to
the terms of this Indenture, interest thereon shall cease to accrue from and
after said date, and


(5)           the place where such Notes are to be
surrendered for payment of the redemption price.


In addition, if such redemption, purchase or notice is
subject to satisfaction of one or more conditions precedent, as permitted by Section 1001,
such notice shall describe each such condition, and if applicable, shall state
that, in the Company’s discretion, the Redemption Date may be delayed until
such time as any or all such conditions shall be satisfied, or such redemption
or purchase may not occur and such notice may be rescinded in the event that
any or all such conditions shall not have been satisfied by the Redemption
Date, or by the Redemption Date as so delayed.


The Company may
provide in such notice that payment of the redemption price and the performance
of the Company’s obligations with respect to such redemption may be performed
by another Person.


Notice of such
redemption or purchase of Notes to be so redeemed or purchased at the election
of the Company shall be given by the Company or, at the Company’s request (made
to the Trustee at least 40 days (or such shorter period as shall be
satisfactory to the Trustee) prior to the Redemption Date), by the Trustee in
the name and at the expense of the Company. 
Any such request will set forth the information to be stated in such
notice, as provided by this Section 1005.


The notice if
mailed in the manner herein provided shall be conclusively presumed to have
been given, whether or not the Holder receives such notice.  In any case, failure to give such notice by
mail or any defect in the notice to the Holder of any Note designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Note.


Section 1006          Deposit
of Redemption Price.  On or prior to
12:00 p.m., New York City time, on any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the Company is acting
as its own Paying Agent, the Company shall segregate and hold in trust as
provided in Section 403) an amount of money sufficient to pay the
redemption price of, and any accrued and unpaid interest on, all the Notes or
portions thereof which are to be redeemed on that date.


Section 1007          Notes
Payable on Redemption Date.  Notice
of redemption having been given as provided in this Article X, the
Notes so to be redeemed shall, on the Redemption Date, become due and payable
at the redemption price herein specified and from and after such date (unless
the Company shall default in the payment of the redemption price or the Paying
Agent is prohibited from paying the redemption price pursuant to the terms of
this Indenture) such Notes shall cease to bear interest.  Upon surrender of such Notes for redemption
in accordance with such notice, such Notes shall be paid by the Company at the
redemption price.  Installments of 



 H-111
 









interest whose Interest Payment Date is on or prior to the Redemption
Date shall be payable to the Holders of such Notes registered as such on the
relevant Regular Record Dates according to their terms and the provisions of Section 307.


On and after any
Redemption Date, if money sufficient to pay the redemption price of and any
accrued and unpaid interest on Notes called for redemption shall have been made
available in accordance with Section 1006, the Notes (or the
portions thereof) called for redemption will cease to accrue interest and the
only right of the Holders of such Notes (or portions thereof) will be to
receive payment of the redemption price of and, subject to the last sentence of
the preceding paragraph, any accrued and unpaid interest on such Notes (or
portions thereof) to the Redemption Date. 
If any Note (or portion thereof) called for redemption shall not be so
paid upon surrender thereof for redemption, the principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate borne by
the Note (or portion thereof).


Section 1008          Mandatory
Redemption.  If the Notes would
otherwise constitute “applicable high yield discount obligations” within the
meaning of Section 163(i)(1) of the Code, at the end of each tax accrual
period beginning with the first tax accrual period ending after July 24, 2012
(each, an “AHYDO Redemption Date”), the Company will be required to
redeem for cash a portion of each such Note then outstanding equal to the
Mandatory Principal Redemption Amount (as defined below) with respect to such
accrual period (such redemption, a “Mandatory Principal Redemption”).  The redemption price for the portion of each
Note redeemed pursuant to a Mandatory Principal Redemption will be 100% of the
principal amount of such portion plus any accrued interest thereon on the date
of redemption.  The “Mandatory
Principal Redemption Amount” with respect to an accrual period means the
portion of a Note required to be redeemed to prevent such Note from being
treated as an “applicable high yield discount obligation” within the meaning of
Section 163(i)(1) of the Code.  No
partial redemption or repurchase of the Notes prior to an AHYDO Redemption Date
pursuant to any other provision of this Indenture will alter the Company’s
obligation to make a Mandatory Principal Redemption with respect to any Notes
that remain outstanding on such AHYDO Redemption Date.


Section 1009          Notes
Redeemed in Part.  Any Note that is
to be redeemed only in part shall be surrendered at the Place of Payment (with,
if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or its attorney duly authorized in writing) and
the Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Note without service charge, a new Note or Notes, of any
authorized denomination as requested by such Holder in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Note so surrendered.



 H-112
 









ARTICLE XI


SATISFACTION AND DISCHARGE


Section 1101          Satisfaction
and Discharge of Indenture.  This
Indenture shall be discharged and shall cease to be of further effect (except
as to any surviving rights of registration of transfer or exchange of Notes
herein expressly provided for), and the Trustee, on demand of and at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when


(i)            either


(a)           all Notes theretofore authenticated
and delivered (other than (i) Notes
that have been destroyed, lost or stolen and that have been replaced or paid as
provided in Section 306, and (ii) Notes
for whose payment money has theretofore been deposited in trust or segregated
and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 403) have been
cancelled or delivered to the Trustee for cancellation; or


(b)           all such Notes not theretofore
cancelled or delivered to the Trustee for cancellation


(1)           have become due and
payable, or


(2)           will become due and
payable at their Stated Maturity within one year, or


(3)           have been or are to
be called for redemption within one year under arrangements reasonably
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company,


(ii)           the Company has irrevocably deposited
or caused to be deposited with the Trustee money, U.S. Government Obligations  or a combination thereof, sufficient (without reinvestment)
to pay and discharge the entire Indebtedness on such Notes not theretofore
cancelled or delivered to the Trustee for cancellation, for principal (and
premium, if any) and interest to the date of such deposit (in the case of Notes
that have become due and payable), or to the Stated Maturity or Redemption
Date, as the case may be (provided that if such redemption shall be
pursuant to Section 1001(c), (x) the
amount of money or U.S. Government Obligations, or a combination thereof, that
the Company must irrevocably deposit or cause to be deposited shall be
determined using an assumed Applicable Premium calculated as of the date of
such deposit and assuming the payment of any unpaid interest in the form of
Cash Interest, as calculated by the Company, and (y) the Company must irrevocably deposit or cause to be
deposited additional money in 



 H-113
 









trust on the
Redemption Date, as required by Section 1006, as necessary to pay
the Applicable Premium as determined on such date);


(iii)          the Company has paid or caused to be
paid all other sums then payable hereunder by the Company; and


(iv)          the Company has delivered to the
Trustee an Officer’s Certificate of the Company and an Opinion of Counsel each
to the effect that all conditions precedent provided for in this Section 1101
relating to the satisfaction and discharge of this Indenture have been complied
with, provided that any such counsel may rely
on any Officer’s Certificate as to matters of fact (including as to compliance
with the foregoing clauses (i), (ii) and (iii)).


Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 707 and, if money shall have
been deposited with the Trustee pursuant to Section 1101(ii), the
obligations of the Trustee under Section 1102 shall survive.


Section 1102          Application
of Trust Money.  Subject to the
provisions of the last paragraph of Section 403, all money and/or
U.S. Government Obligations (including the proceeds thereof) deposited with the
Trustee pursuant to Section 1101 shall be held in trust and applied
by it, in accordance with the provisions of the Notes and this Indenture, to
the payment, either directly or through any Paying Agent as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest on the Notes; but such money need not be segregated from
other funds except to the extent required by law.


ARTICLE XII


DEFEASANCE OR COVENANT DEFEASANCE


Section 1201          The
Company’s Option to Effect Defeasance or Covenant Defeasance.  The Company may, at its option, at any time,
elect to have terminated the obligations of the Company with respect to
Outstanding Notes and to have terminated all of the obligations of the
Subsidiary Guarantors with respect to the Subsidiary Guarantees, in each case,
as set forth in this Article XII, and elect to have either Section 1202
or Section 1203 be applied to all of the Outstanding Notes (the “Defeased
Notes”), upon compliance with the conditions set forth below in Section 1204.  Either Section 1202 or Section 1203
may be applied to the Defeased Notes to any Redemption Date or the Stated
Maturity of the Notes.


Section 1202          Defeasance
and Discharge.  Upon the Company’s
exercise under Section 1201 of the option applicable to this Section 1202,
the Company shall be deemed to have been released and discharged from its
obligations with respect to the Defeased Notes on the date the relevant
conditions set forth in Section 1204 below are satisfied
(hereinafter, “Defeasance”).  For
this purpose, such Defeasance means that the Company shall be deemed to have
paid and discharged the entire Indebtedness represented by the Defeased Notes,
which shall thereafter be 



 H-114
 









deemed to be “Outstanding” only for the purposes of Section 1205
and the other Sections of this Indenture referred to in clauses (a) and
(b) below, and the Company and each of the Subsidiary Guarantors shall be
deemed to have satisfied all other obligations under such Notes and this
Indenture insofar as such Notes are concerned (and the Trustee, at the expense
of the Company, shall execute proper instruments acknowledging the same),
except for the following, which shall survive until otherwise terminated or
discharged hereunder:  (a) the rights of Holders of Defeased Notes to receive,
solely from the trust fund described in Section 1204 and as more
fully set forth in such Section, payments in respect of the principal of and
premium, if any, and interest on such Notes when such payments are due, (b) the Company’s obligations with respect to such
Defeased Notes under Sections 304,
305, 306,
402, and 403, (c) the
rights, powers, trusts, duties and immunities of the Trustee hereunder,
including the Trustee’s rights under Section 707, and (d) this Article XII.  If the
Company exercises its option under this Section 1202, payment of
the Notes may not be accelerated because of an Event of Default with respect
thereto.  Subject to compliance
with this Article XII, the Company may, at its option and at any
time, exercise its option under this Section 1202 notwithstanding
the prior exercise of its option under Section 1203 with respect to
the Notes.


Section 1203          Covenant
Defeasance.  Upon the Company’s
exercise under Section 1201 of the option applicable to this Section 1203,
(a) the
Company shall be released from its obligations under any covenant or provision
contained in Section 405 and Sections 407 through 415,
and the provisions of clauses (iii), (iv) and (v) of Section 501(a)
shall not apply, and (b) the
occurrence of any event specified in clause (iv), (v) (with respect to Section 405
and Sections 407 through 415, inclusive), (vi), (vii),
(viii) (with respect to Subsidiaries), (ix) (with respect to Subsidiaries), (x)
or (xi) of Section 601 shall be deemed not to be or result in an
Event of Default, in each case with respect to the Defeased Notes on and after
the date the conditions set forth below are satisfied (hereinafter, “Covenant
Defeasance”), and the Notes shall thereafter be deemed not to be “Outstanding”
for the purposes of any direction, waiver, consent or declaration or Act of
Holders (and the consequences of any thereof) in connection with such covenants
or provisions, but shall continue to be deemed “Outstanding” for all other
purposes hereunder.  For this purpose,
such Covenant Defeasance means that, with respect to the Outstanding Notes, the
Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such covenant or provision,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or provision or by reason of any reference in any such
covenant or provision to any other provision herein or in any other document
and such omission to comply shall not constitute a Default or an Event of
Default under Section 601, but, except as specified above, the
remainder of this Indenture and such Outstanding Notes shall be unaffected
thereby.


Section 1204          Conditions
to Defeasance or Covenant Defeasance. 
The following shall be the conditions to application of either Section 1202
or Section 1203 to the Outstanding Notes:


(1)           The Company shall have irrevocably
deposited or caused to be deposited with the Trustee, in trust, money or U.S.
Government Obligations,  or
a combination thereof, in amounts as will be sufficient (without reinvestment),
to pay and discharge the 



 H-115
 









principal of,
and premium, if any, and interest on the Defeased Notes to the Stated Maturity
or relevant Redemption Date in accordance with the terms of this Indenture and
the Notes (provided that if such redemption shall be pursuant to Section 1001(c),
(x) the amount of money or U.S.
Government Obligations or a combination thereof that the Company must
irrevocably deposit or cause to be deposited shall be determined using an
assumed Applicable Premium calculated as of the date of such deposit and
assuming the payment of any unpaid interest in the form of Cash Interest, as
calculated by the Company, and (y) the
Company must irrevocably deposit or cause to be deposited additional money in
trust on the Redemption Date, as required by Section 1006, as
necessary to pay the Applicable Premium as determined on such date);


(2)           No Default or Event of Default shall
have occurred and be continuing on the date of such deposit;


(3)           Such deposit shall not result in a
breach or violation of, or constitute a Default or Event of Default under, this
Indenture or any other material agreement or instrument to which the Company is
a party or by which it is bound;


(4)           In the case of an election under Section 1202,
the Company shall have delivered to the Trustee an Opinion of Counsel from
Debevoise & Plimpton LLP or other counsel in the United States to the
effect that (x) the Company
has received from, or there has been published by, the Internal Revenue Service
a ruling or (y) since the
Closing Date, there has been a change in the applicable Federal income tax law,
in either case to the effect that, and based thereon such opinion shall confirm
to the effect that, the Holders of the Outstanding Notes will not recognize
income, gain or loss for Federal income tax purposes as a result of such
Defeasance and will be subject to Federal income tax on the same amounts, in
the same manner and at the same times as would have been the case if such
Defeasance had not occurred; provided
that such Opinion of Counsel need not be delivered if all Notes theretofore
authenticated and delivered (other than (i) Notes
that have been destroyed, lost or stolen and that have been replaced or paid as
provided in Section 306, and (ii) Notes
for whose payment money has theretofore been deposited in trust or segregated
and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 403) not
theretofore delivered to the Trustee for cancellation have become due and
payable, will become due and payable at their Stated Maturity within one year,
or are to be called for redemption within one year under arrangements
reasonably satisfactory to the Trustee in the name, and at the expense, of the
Company;


(5)           In the case of an election under Section 1203,
the Company shall have delivered to the Trustee an Opinion of Counsel from
Debevoise & Plimpton LLP or other counsel in the United States to the
effect that the Holders of the Outstanding Notes will not recognize income,
gain or loss for Federal income tax purposes as a result of such Covenant
Defeasance and will be subject to Federal income tax on the same amounts, in 



 H-116
 









the same
manner and at the same times as would have been the case if such Covenant
Defeasance had not occurred; and


(6)           The Company shall have delivered to
the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the
effect that all conditions precedent provided for in this Section 1204
relating to either the Defeasance under Section 1202 or the
Covenant Defeasance under Section 1203, as the case may be, have
been complied with.  In rendering such
Opinion of Counsel, counsel may rely on an Officer’s Certificate as to
compliance with the foregoing clauses (1), (2) and (3) of this Section 1204
or as to any matters of fact.


Section 1205          Deposited
Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous
Provisions.  Subject to the
provisions of the last paragraph of Section 403, all money and U.S.
Government Obligations (including the proceeds thereof) deposited with the
Trustee (or such other Person that would qualify to act as successor trustee
under Article VII, collectively and solely for purposes of this Section 1205,
the “Trustee”) pursuant to Section 1204 in respect of the
Defeased Notes shall be held in trust and applied by the Trustee, in accordance
with the provisions of such Notes and this Indenture, to the payment, either
directly or through any Paying Agent as the Trustee may determine, to the
Holders of such Notes of all sums due and to become due thereon in respect of
principal, premium, if any, and interest, but such money need not be segregated
from other funds except to the extent required by law.


The Company shall
pay and indemnify the Trustee and its agents and hold them harmless against any
tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 1204, or the principal,
premium, if any, and interest received in respect thereof, other than any such
tax, fee or other charge that by law is for the account of the Holders of the
Defeased Notes.


Anything in this Article XII
to the contrary notwithstanding, the Trustee shall deliver to the Company from
time to time, upon Company Request, any money or U.S. Government Obligations
held by it as provided in Section 1204 that, in the opinion of a
nationally recognized accounting or investment banking firm expressed in a
written certification thereof to the Trustee, are in excess of the amount
thereof that would then be required to be deposited to effect an equivalent
Defeasance or Covenant Defeasance. 
Subject to Article VII, the Trustee shall not incur any
liability to any Person by relying on such opinion.


Section 1206          Reinstatement.  If the Trustee or Paying Agent is unable to
apply any money or U.S. Government Obligations in accordance with Section 1202
or 1203, as the case may be, by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the obligations of the Company and the Subsidiary
Guarantors under this Indenture, the Notes and the Subsidiary Guarantees shall
be revived and reinstated as though no deposit had occurred pursuant to Section 1202
or 1203, as the case may be, until such time as the Trustee or Paying
Agent is permitted to apply all such money and U.S. Government Obligations in
accordance with Section 1202 or 1203, as the case may be; provided, however, that
if the Company or any Subsidiary Guarantor makes any 



 H-117
 









payment of principal, premium, if any, or interest on any Note
following the reinstatement of its obligations, the Company or Subsidiary
Guarantor, as the case may be, shall be subrogated to the rights of the Holders
of such Notes to receive such payment from the money and U.S. Government
Obligations held by the Trustee or Paying Agent.


Section 1207          Repayment
to the Company.  The Trustee shall
pay to the Company upon Company Request any money held by it for the payment of
principal or interest that remains unclaimed for two years after the Stated
Maturity or the Redemption Date, as the case may be.  After payment to the Company, Holders
entitled to money must look to the Company for payment as general creditors
unless an applicable abandoned property law designates another Person and all
liability of the Trustee or Paying Agent with respect to such money shall
thereupon cease.


ARTICLE XIII


SUBSIDIARY GUARANTEES


Section 1301          Guarantees
Generally.


(a)           Guarantee of Each Subsidiary Guarantor.  Each Subsidiary Guarantor, as primary obligor
and not merely as surety, hereby jointly and severally, irrevocably and fully
and unconditionally Guarantees, on an unsecured senior basis, the punctual
payment when due, whether at Stated Maturity, by acceleration or otherwise, of
all monetary obligations of the Company under this Indenture and the Notes,
whether for principal of or interest on the Notes, expenses, indemnification or
otherwise (all such obligations guaranteed by such Subsidiary Guarantors being
herein called the “Subsidiary Guaranteed Obligations”).


The obligations of
each Subsidiary Guarantor will be limited to the maximum amount as will, after
giving effect to all other contingent and fixed liabilities of such Subsidiary
Guarantor (including but not limited to any Guarantee by it of any Bank
Indebtedness) and after giving effect to any collections from or payments made
by or on behalf of any other Subsidiary Guarantor in respect of the obligations
of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant
to its contribution obligations under this Indenture, result in the obligations
of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a
fraudulent conveyance or fraudulent transfer under applicable law, or being
void or unenforceable under any law relating to insolvency of debtors.


(b)           Further
Agreements of Each Subsidiary Guarantor. 
(i)  Each Subsidiary Guarantor
hereby agrees that (to the fullest extent permitted by law) its obligations
hereunder shall be unconditional, irrespective of the validity, regularity or
enforceability of this Indenture, the Notes or the obligations of the Company
or any other Subsidiary Guarantor to the Holders or the Trustee hereunder or
thereunder, the absence of any action to enforce the same, any waiver or
consent by any Holder with respect to any provisions hereof or thereof, any
release of any other Subsidiary Guarantor, the recovery of any judgment against
the Company, any action to enforce the same, whether or not a notation
concerning its Subsidiary Guarantee is made on any 



 H-118
 









particular Note, or any other circumstance that might otherwise
constitute a legal or equitable discharge or defense of a Subsidiary Guarantor.


(ii)           Each Subsidiary Guarantor hereby
waives (to the fullest extent permitted by law) the benefit of diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding
first against the Company, protest, notice and all demands whatsoever and
covenants that (except as otherwise provided in Section 1303) its
Subsidiary Guarantee will not be discharged except by complete performance of
the obligations contained in the Notes, this Indenture and this Subsidiary
Guarantee.  Such Subsidiary Guarantee is
a guarantee of payment and not of collection. 
Each Subsidiary Guarantor further agrees (to the fullest extent permitted
by law) that, as between it, on the one hand, and the Holders of Notes and the
Trustee, on the other hand, subject to this Article XIII, (1) the maturity of the obligations guaranteed by its
Subsidiary Guarantee may be accelerated as and to the extent provided in Article VI
for the purposes of such Subsidiary Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed by such Subsidiary Guarantee, and (2) in
the event of any acceleration of such obligations as provided in Article VI,
such obligations (whether or not due and payable) shall forthwith become due
and payable by such Subsidiary Guarantor in accordance with the terms of this Section 1301
for the purpose of such Subsidiary Guarantee. 
Neither the Trustee nor any other Person shall have any obligation to
enforce or exhaust any rights or remedies or to take any other steps under any
security for the Subsidiary Guaranteed Obligations or against the Company or
any other Person or any property of the Company or any other Person before the
Trustee is entitled to demand payment and performance by any or all Subsidiary
Guarantors of their obligations under their respective Subsidiary Guarantees or
under this Indenture.


(iii)          Until terminated in accordance with Section 1303,
each Subsidiary Guarantee shall remain in full force and effect and continue to
be effective should any petition be filed by or against the Company for
liquidation or reorganization, should the Company become insolvent or make an
assignment for the benefit of creditors or should a receiver or trustee be
appointed for all or any significant part of the Company’s assets, and shall,
to the fullest extent permitted by law, continue to be effective or be
reinstated, as the case may be, if at any time payment and performance of the
Notes are, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any obligee on such Notes, whether as a “voidable
preference,” “fraudulent transfer” or otherwise, all as though such payment or
performance had not been made.  In the
event that any payment, or any part thereof, is rescinded, reduced, restored or
returned, the Notes shall, to the fullest extent permitted by law, be
reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned.


(c)           Each
Subsidiary Guarantor that makes a payment or distribution under its Subsidiary
Guarantee shall have the right to seek contribution from the Company or any non-paying
Subsidiary Guarantor that has also Guaranteed the relevant Subsidiary
Guaranteed 



 H-119
 









Obligations in respect of which such payment or distribution is made,
so long as the exercise of such right does not impair the rights of the Holders
under the Subsidiary Guarantees.


(d)           Each
Subsidiary Guarantor acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated by this Indenture and
that its Subsidiary Guarantee, and the waiver set forth in Section 1305,
are knowingly made in contemplation of such benefits.


(e)           Each
Subsidiary Guarantor, pursuant to its Subsidiary Guarantee, also hereby agrees
to pay any and all reasonable out-of-pocket expenses (including reasonable
counsel fees and expenses) incurred by the Trustee or the Holders in enforcing
any rights under its Subsidiary Guarantee.


Section 1302          Continuing
Guarantees.  (a)  Each Subsidiary Guarantee shall be a
continuing Guarantee and shall (i) subject
to Section 1303, remain in full force and effect until payment in
full of the principal amount of all Outstanding Notes (whether by payment at
maturity, purchase, redemption, defeasance, retirement or other acquisition)
and all other Subsidiary Guaranteed Obligations of the Subsidiary Guarantor
then due and owing, (ii) be
binding upon such Subsidiary Guarantor and (iii) inure
to the benefit of and be enforceable by the Trustee, the Holders and their
permitted successors, transferees and assigns.


(b)           The
obligations of each Subsidiary Guarantor hereunder shall continue to be
effective or shall be reinstated, as the case may be, if at any time any
payment which would otherwise have reduced or terminated the obligations of any
Subsidiary Guarantor hereunder and under its Subsidiary Guarantee (whether such
payment shall have been made by or on behalf of the Company or by or on behalf
of a Subsidiary Guarantor) is rescinded or reclaimed from any of the Holders
upon the insolvency, bankruptcy, liquidation or reorganization of the Company
or any Subsidiary Guarantor or otherwise, all as though such payment had not
been made.


Section 1303          Release of Subsidiary
Guarantees.  Notwithstanding the
provisions of Section 1302, Subsidiary Guarantees will be subject
to termination and discharge under the circumstances described in this Section 1303.  Any
Subsidiary Guarantor will automatically and unconditionally be released from
all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee
shall thereupon terminate and be discharged and of no further force or effect,
(i) concurrently with any direct or indirect
sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any
interest therein in accordance with the terms of this Indenture (including Section 411
and Section 501) by the Company or a Restricted Subsidiary,
following which such Subsidiary Guarantor is no longer a Restricted Subsidiary
of the Company, (ii) at any time that such Subsidiary Guarantor
is released from all of its obligations under all of its Guarantees of payment
of any Indebtedness of the Company or any Subsidiary Guarantor under Credit Facilities
and Capital Markets Securities (it being understood that a release subject to
contingent reinstatement is still a release, and that if any such Guarantee is
so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent
that such Subsidiary Guarantor would then be required to provide a Subsidiary
Guarantee pursuant to Section 414), (iii) upon the merger
or consolidation of any Subsidiary Guarantor with and into the Company or
another Subsidiary 



 H-120
 









Guarantor that is the surviving Person in
such merger or consolidation, or upon the liquidation of such Subsidiary
Guarantor following the transfer of all of its assets to the Company or another
Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor
becoming an Unrestricted Subsidiary, (v) upon Defeasance
or Covenant Defeasance of the Company’s obligations, or satisfaction and
discharge of this Indenture, or (vi) subject to Section 1301(b)(iii)
and Section 1302(b), upon payment in full of the aggregate
principal amount of all Notes then Outstanding and all other Subsidiary
Guaranteed Obligations then due and owing. 
In addition, the Company will have the right, upon 30 days’ notice
to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed
payment of any Indebtedness of the Company or any Subsidiary Guarantor under
Credit Facilities or Capital Markets Securities to be unconditionally released
from all obligations under its Subsidiary Guarantee, and such Subsidiary
Guarantee shall thereupon terminate and be discharged and of no further force
or effect.


Upon any such
occurrence specified in this Section 1303, the Trustee shall
execute any documents reasonably requested by the Company in order to evidence
such release, discharge and termination in respect of the applicable Subsidiary
Guarantee.


Section 1304          [Reserved].


Section 1305          Waiver
of Subrogation.  Each Subsidiary
Guarantor hereby irrevocably waives any claim or other rights that it may now
or hereafter acquire against the Company that arise from the existence, payment,
performance or enforcement of the Company’s obligations under the Notes and
this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary
Guarantee and this Indenture, including any right of subrogation,
reimbursement, exoneration, indemnification, and any right to participate in
any claim or remedy of any Holder of Notes against the Company, whether or not
such claim, remedy or right arises in equity, or under contract, statute or
common law, until this Indenture is discharged and all of the Notes are
discharged and paid in full.  If any
amount shall be paid to any Subsidiary Guarantor in violation of the preceding
sentence and the Notes shall not have been paid in full, such amount shall be deemed
to have been paid to such Subsidiary Guarantor for the benefit of, and held in
trust for the benefit of, the Holders of the Notes, and shall forthwith be paid
to the Trustee for the benefit of such Holders to be credited and applied upon
the Notes, whether matured or unmatured, in accordance with the terms of this
Indenture.


Section 1306          Notation
Not Required.  Neither the Company
nor any Subsidiary Guarantor shall be required to make a notation on the Notes
to reflect any Subsidiary Guarantee or any release, termination or discharge
thereof.


Section 1307          Successors
and Assigns of Subsidiary Guarantors. 
All covenants and agreements in this Indenture by each Subsidiary
Guarantor shall bind its respective successors and assigns, whether so
expressed or not.


Section 1308          Execution
and Delivery of Subsidiary Guarantees. 
The Company shall cause each Restricted Subsidiary that is required to
become a Subsidiary Guarantor pursuant to Section 414, and each
Subsidiary of the Company that the Company causes to become a 



 H-121
 









Subsidiary Guarantor pursuant to Section 414, to promptly
execute and deliver to the Trustee a Supplemental Indenture substantially in
the form set forth in Exhibit E to this Indenture, or otherwise in
form and substance reasonably satisfactory to the Trustee, evidencing its
Subsidiary Guarantee on substantially the terms set forth in this Article XIII.  Concurrently therewith, the Company shall
deliver to the Trustee an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee to the effect that such Supplemental Indenture has
been duly authorized, executed and delivered by such Restricted Subsidiary and
that, subject to applicable bankruptcy, insolvency, fraudulent transfer,
fraudulent conveyance, reorganization, moratorium and other laws now or
hereafter in effect affecting creditors’ rights or remedies generally and to
general principles of equity (including standards of materiality, good faith,
fair dealing and reasonableness), whether considered in a proceeding at law or
at equity, such Supplemental Indenture is a valid and binding agreement of such
Restricted Subsidiary, enforceable against such Restricted Subsidiary in
accordance with its terms.


Section 1309          Notices.  Notice to any Subsidiary Guarantor shall be
sufficient if addressed to such Subsidiary Guarantor care of the Company at the
address, place and manner provided in Section 109.



 H-122















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


	
  

  	
  THE SERVICEMASTER COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUBSIDIARY GUARANTORS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [LIST CURRENT GUARANTORS]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 



 S-1
 









 


	
  

  	
  [INSERT NAME OF INSTITUTION APPOINTED AS
  TRUSTEE], as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 



 S-2















EXHIBIT A


FOR THE PURPOSES OF SECTION 1271
ET SEQ. OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS NOTE IS BEING
ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). FOR INFORMATION ABOUT THE ISSUE
PRICE, THE AMOUNT OF OID, THE ISSUE DATE AND THE YIELD TO MATURITY WITH RESPECT
TO THIS NOTE, PLEASE CONTACT THE DIRECTOR OF FEDERAL AND INTERNATIONAL TAX AT
901-597-8942.


Form of Initial Note(1)

(FACE OF NOTE)


THE SERVICEMASTER COMPANY


10.75%/11.50% Senior Toggle Notes due 2015


	
  CUSIP No.

  	
   

  
	
  No.                                         

  	
  $

  



 


The ServiceMaster Company, a corporation duly
organized and existing under the laws of the State of Delaware (and its
successors and assigns) (the “Company”), promises to pay to                                            ,
or registered assigns, the principal sum of $                            
([                     ]
United States Dollars) [(or such lesser or greater amount as shall be
outstanding hereunder from time to time in accordance with Sections 301,
312 and 313, as applicable, of the Indenture referred to on the
reverse hereof)](2) (the “Principal Amount”) on July 15, 2015.


Interest on this Note shall be payable semi-annually
in arrears on January 15 and July 15 of each year, commencing [January 15,
2009] (each, an “Interest Payment Date”).  [Interest on
this Note will accrue from the most recent date to which interest on this Note
or any of its Predecessor Notes has been paid or duly provided for or, if no
interest has been paid, from the Issue Date.](3)  [Interest on
this Note will accrue (or will be deemed to have accrued) from the 






(1)          Insert any applicable
legends from Article II.


(2)          Include only if the Note
is issued in global form.


(3)          Include only for
Original Notes.













most recent date to which
interest on this Note or any of its Predecessor Notes has been paid or duly
provided for or, if no such interest has been paid, from [July 24, 2008](4).](5).


Interest on the Notes shall be computed on the basis
of a 360-day year consisting of twelve 30-day months.  The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date shall, as provided in the
Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on the Regular Record
Date for such interest, which shall be the January 1 and July 1 (whether or not
a Business Day) (a “Regular Record Date”), as the case may be,
immediately preceding such Interest Payment Date.  Any interest (including Cash Interest) on the
Notes that is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date (“Defaulted Interest”) shall forthwith cease to be
payable to the registered Holder on the relevant Regular Record Date by virtue
of having been such Holder; and such Defaulted Interest may be paid by the
Company, at its election, to the Person in whose name the Notes (or one or more
Predecessor Notes) are registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holders of Notes not more than 15 days nor
less than 10 days prior to such Special Record Date, or at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in Section 307 of the
Indenture.


The Holder of this Note is entitled to the
benefits of the Exchange and Registration Rights Agreement, dated [July 24,
2008], among the Company and the Lenders named therein (the “Registration
Rights Agreement”).  Until (i) this Note has been exchanged for an Exchange
Security (as defined in the Registration Rights Agreement) in an Exchange Offer
(as defined in the Registration Rights Agreement); (ii) a
Shelf Registration Statement (as defined in the Registration Rights Agreement)
registering this Note under the Securities Act has been declared or becomes
effective and this Note has been sold or otherwise transferred by the holder
thereof pursuant to and in a manner contemplated by such effective Shelf
Registration Statement; (iii) this
Note is sold pursuant to Rule 144 under circumstances in which any legend
borne by this Note relating to restrictions on transferability thereof, under
the Securities Act or otherwise, is removed by the Company or pursuant to the
Indenture referred to on the reverse hereof; or (iv) this
Note is eligible to be sold pursuant to paragraph (k) of
Rule 144:  From and including the
date on which a Registration Default (as defined below) shall occur to but
excluding the date on which such Registration Default has been cured,
additional interest will accrue on this Note 






(4)          Insert the Interest Payment
Date immediately preceding the date of issuance of the applicable Additional
Notes, or if the date of issuance of such Additional Notes is an Interest
Payment Date, such date of issuance.


(5)          Include only for
Additional Notes.



 H-A-2
 









until such time as all
Registration Defaults have been cured at the rate of (a) prior
to the 91st day of such
period (for so long as such period is continuing), 0.25% per annum and (b) thereafter (so long as such period is continuing),
0.50% per annum.  Any such additional
interest shall not exceed such respective rates for such respective periods,
and shall not in any event exceed 0.50% per annum in the aggregate, regardless
of the number of Registration Defaults that shall have occurred and be
continuing.  Any such additional interest
shall be paid in the same manner and on the same dates as interest payments in
respect of this Note.  Following the cure
of all Registration Defaults, the accrual of such additional interest will
cease.  A Registration Default under
clause (iii) or (iv) below will be deemed cured upon consummation of the
Exchange Offer in the case of a Shelf Registration Statement required to be
filed due to a failure to consummate the Exchange Offer within the required
time period.  For purposes of the
foregoing, each of the following events, as more particularly defined in the
Registration Rights Agreement, is a “Registration Default”:  (i) neither
a Shelf Registration Statement nor an Exchange Registration Statement has
become effective or been declared effective on or prior to [April 20, 2009]; (ii) the Company elects to file and cause to become
effective or be declared effective an Exchange Registration Statement pursuant
to Section 2(b) of the Registration Rights Agreement and the Exchange
Offer has not been consummated on or prior to [May 20, 2009]; (iii) if a Shelf Registration Statement required to be
filed under Section 2(c) of the Registration Rights Agreement has not
become effective or been declared effective by the SEC on or prior to [April
20, 2009] or (iv) if any Shelf
Registration Statement required by the Registration Rights Agreement is filed
and has become effective or been declared effective, and during the period the
Company is required to use its commercially reasonable efforts to cause the Shelf
Registration Statement to remain effective, (1) the
Company shall have suspended the Shelf Registration Statement for more than 60
days in the aggregate in any consecutive twelve-month period and be continuing
to suspend the availability of the Shelf Registration Statement, or (2) the Shelf Registration Statement ceases to be
effective (other than by action of the Company pursuant to the second paragraph
of Section 2(a) or Section 2(c) of the Registration Rights Agreement)
without being replaced within 90 days by a Shelf Registration Statement
that is filed and declared effective.(6)(7)


For any semi-annual interest period through the
Interest Payment Date immediately prior to July 24, 2011, the Company may, at
its option, elect to pay interest on the Notes (1) entirely
in cash (“Cash Interest”), (2) entirely
by increasing the principal amount of the Outstanding Notes (“PIK Interest”)
or (3) 50% as Cash Interest and 50% as
PIK Interest.  Cash Interest shall accrue
on the Notes for each day during such interest period at a rate per annum equal
to 10.75% (the “Cash Interest Rate”). 
PIK Interest shall accrue on the Notes for each day 






(6)          Include only for Initial
Note when required by the Registration Rights Agreement.


(7)          For an Initial
Additional Note, add any similar provision, if any, as may be agreed by the
Company with respect to additional interest on such Initial Additional Note. 



 H-A-3
 









during such interest period at a rate per annum equal
to 11.50%, which is the Cash Interest Rate plus 75 basis points.  Interest payable after July 15, 2011 shall be
payable in the form of Cash Interest.


To elect the form of interest payment with respect to
any semi-annual interest period through the Interest Payment Date immediately
prior to July 24, 2011, the Company shall give the Trustee written notice of
such election (an “Election Notice”) not less than five Business Days
prior to the commencement of the related interest period, or, in the case of
the first semi-annual interest period following the Issue Date, not less than
three Business days prior to the Issue Date. 
Each Election Notice shall include information to the following
effect:  (1) the relevant Interest Payment Date; (2) whether interest shall be paid on
such Interest Payment Date entirely as Cash Interest, entirely as PIK Interest
or 50% as Cash Interest and 50% as PIK Interest; and (3) in the case of any PIK Payment (as
defined below), the increase in the principal amount of the Notes to be
effective upon the relevant Interest Payment Date as a result of such PIK
Payment and the principal amount of the Notes outstanding as of such Interest
Payment Date giving effect to such PIK Payment, as determined in accordance
with the Indenture.  The Trustee shall
promptly deliver a corresponding notice to the Holders of the Notes.  In the absence of such an election for any
semi-annual interest period with respect to the Notes, interest on the Notes
shall be payable entirely in the form specified in the most recent Election
Notice given by the Company to the Trustee.


PIK Interest shall be payable on the related Interest
Payment Date by increasing the principal amount of the Outstanding Notes by an
amount equal to the amount of PIK Interest for the applicable semi-annual
interest period (a “PIK Payment”), as hereinafter provided.  If the Company elects to pay 50% as Cash
Interest and 50% as PIK Interest, such Cash Interest and PIK Interest shall be
paid to Holders of Notes pro rata
in accordance with their interests. 
Following an increase in the principal amount of the Outstanding Notes
as a result of a PIK Payment, the Notes shall accrue interest on such increased
principal amount from and after the related Interest Payment Date of such PIK
Payment.  On the Interest Payment Date for
such PIK Payment, the principal amount of each Note shall be increased by the
amount of the PIK Interest payable, rounded up to the nearest $1.00, for the
relevant semi-annual interest period on the principal amount of such Note as of
the relevant Regular Record Date for such Interest Payment Date, to the credit
of the Holders of such Notes on such Regular Record Date, pro rata in accordance with their
interests, automatically without any further action by any Person.  In the case of the Global Notes, such
increase in principal amount shall be recorded in the Note Registrar’s books
and records and in the schedule to the Global Notes in accordance with the
Indenture.  Alternatively, the Company
may elect, at its option, to issue a new Note or new Notes having a principal
amount equal to the amount of the PIK Payment.


References in the Indenture and
in this Note to the “principal amount” of the Notes shall include increases in
the principal amount of the Outstanding Notes as a result of any PIK Payment.



 H-A-4
 









Payment of the principal of (and premium, if any) and
interest (including Cash Interest) on this Note will be made at the Corporate
Trust Office of the Trustee, or such other office or agency of the Company
maintained for that purpose; provided, however, that at the option of the Company, payment of Cash
Interest may be made by wire transfer of immediately available funds to the
account designated to the Company by the Person entitled thereto or by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Note Register.


Reference is hereby made to the further provisions of
this Note set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse hereof by manual
signature, this Note shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.



 H-A-5
 









IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.


	
  

  	
  THE SERVICEMASTER COMPANY 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


This is one of the Notes referred to in the within
mentioned Indenture.


	
  

  	
  [INSERT NAME OF
  INSTITUTION APPOINTED AS TRUSTEE], as Trustee

  
	
   

  	
   

  
	
  

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  
	
   

  	
   

  
	
  Dated:

  	
   

  



 



 H-A-6
 









(REVERSE OF NOTE)


This Note is one of the duly authorized issue of 10.75%/11.50% Senior Toggle Notes due 2015 of the
Company (herein called the “Notes”), issued under an Indenture, dated as
of [July 24, 2008] (herein called the “Indenture,” which term shall have
the meanings assigned to it in such instrument), among the Company, as issuer,
the Subsidiary Guarantors from time to time parties thereto and [insert name of institution appointed as Trustee], as Trustee
(herein called the “Trustee,” which term includes any successor trustee
under the Indenture), and reference is hereby made to the Indenture for a
statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, any other obligor upon this Note, the
Trustee and the Holders of the Notes and of the terms upon which the Notes are,
and are to be, authenticated and delivered. 
The terms of the Notes include those stated in the Indenture and those
made a part of the Indenture by reference to the Trust Indenture Act of 1939,
as amended, as in effect from time to time (the “TIA”).  The Notes are subject to all such terms, and
Holders are referred to the Indenture and the TIA for a statement of such
terms.  Additional Notes may be issued
under the Indenture which will vote as a class with the Notes and otherwise be
treated as Notes for purposes of the Indenture.


All terms used in this Note that are defined in the
Indenture shall have the meanings assigned to them in the Indenture.


This Note may hereafter be entitled to certain other
senior Subsidiary Guarantees made for the benefit of the Holders.  Reference is made to Article XIII
of the Indenture for terms relating to such Subsidiary Guarantees, including
the release, termination and discharge thereof. 
Neither the Company nor any Subsidiary Guarantor shall be required to
make any notation on this Note to reflect any Subsidiary Guarantee or any such
release, termination or discharge.


The Notes will be redeemable, at the Company’s option,
in whole or in part, at any time and from time to time on and after July 15,
2011 and prior to maturity at the applicable redemption price set forth
below.  Such redemption may be made upon
notice mailed by first-class mail to each Holder’s registered address in
accordance with the Indenture.  The
Company may provide in such notice that payment of the redemption price and the
performance of the Company’s obligations with respect to such redemption may be
performed by another Person.  Any such
redemption and notice may, in the Company’s discretion, be subject to the
satisfaction of one or more conditions precedent, including but not limited to
the occurrence of a Change of Control. 
The Notes will be so redeemable at the following redemption prices
(expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to the relevant
Redemption Date (subject to the right of Holders of record on the relevant
Regular Record Date to receive interest due on the relevant Interest Payment
Date pursuant to Section 307 of the Indenture), if redeemed during the 12-month
period commencing on July 15 of the years set forth below:



 H-A-7
 









 


	
  Period

  	
   

  	
  Redemption 

  Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2011

  	
   

  	
  105.3750

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  2012

  	
   

  	
  102.6875

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  2013 and thereafter

  	
   

  	
  100.0000

  	
  %

  



 


In addition, at any time and from time to time on or
prior to July 15, 2010, the Company at its option may redeem Notes in an
aggregate principal amount equal to up to 35% of the original aggregate
principal amount of Notes (including the principal amount of any Additional
Notes), with funds in an equal aggregate amount not exceeding the aggregate
proceeds of one or more Equity Offerings, at a redemption price (expressed as a
percentage of principal amount thereof) of 110.75%, plus accrued and unpaid interest, if any, to the Redemption
Date (subject to the right of Holders of record on the relevant Record Date to
receive interest due on the relevant Interest Payment Date pursuant to Section
307 of the Indenture); provided, however, that an aggregate principal
amount of Notes equal to at least 65% of the original aggregate principal
amount of Notes (including the principal amount of any Additional Notes) must
remain outstanding after each such redemption. 
The Company may make such redemption upon notice mailed by first-class
mail to each Holder’s registered address in accordance with the Indenture (but
in no event more than 180 days after the completion of the related Equity
Offering).  The Company may provide in
such notice that payment of the redemption price and performance of the Company’s
obligations with respect to such redemption may be performed by another
Person.  Any such notice may be given
prior to the completion of the related Equity Offering, and any such redemption
or notice may, at the Company’s discretion, be subject to the satisfaction of
one or more conditions precedent, including but not limited to the completion
of the related Equity Offering.


At any time prior to July 15, 2011, the Notes may also
be redeemed or purchased (by the Company or any other Person) in whole or in
part, at the Company’s option, at a price equal to 100% of the principal amount
thereof plus the Applicable
Premium as of, and accrued but unpaid interest, if any, to, the Redemption Date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date pursuant to Section
307 of the Indenture). Such redemption or purchase may be made upon notice
mailed by first-class mail to each Holder’s registered address in accordance
with the Indenture.  The Company may
provide in such notice that payment of the Redemption Price and performance of
the Company’s obligations with respect to such redemption or purchase may be
performed by another Person.  Any such
redemption, purchase or notice may, at the Company’s discretion, be subject to
the satisfaction of one or more conditions precedent, including but not limited
to the occurrence of a Change of Control.


If the Notes would otherwise
constitute “applicable high yield discount obligations” within the meaning of
Section 163(i)(1) of the Code, at the end of each tax accrual period 



 H-A-8
 









beginning with the first tax
accrual period ending after July 24, 2012 (each, an “AHYDO Redemption Date”),
the Company will be required to redeem for cash a portion of each Note then
outstanding equal to the Mandatory Principal Redemption Amount (as defined
below) with respect to such accrual period (such redemption, a “Mandatory
Principal Redemption”).  The
redemption price for the portion of each Note redeemed pursuant to a Mandatory
Principal Redemption will be 100% of the principal amount of such portion plus
any accrued interest thereon on the date of redemption.  The “Mandatory Principal Redemption Amount”
with respect to an accrual period means the portion of a Note required to be
redeemed to prevent such Note from being treated as an “applicable high yield
discount obligation” within the meaning of Section 163(i)(1) of the
Code.  No partial redemption or
repurchase of the Notes prior to an AHYDO Redemption Date pursuant to any other
provision of the Indenture will alter the Company’s obligation to make a
Mandatory Principal Redemption with respect to any Notes that remain
outstanding on such AHYDO Redemption Date.


The Indenture provides that, upon the occurrence after
the Issue Date of a Change of Control, each Holder of Notes will have the right
to require that the Company repurchase all or any part of such Notes at a
purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any,
to the date of such repurchase (subject to the right of Holders of record on
the relevant record date to receive interest due on the relevant interest
payment date); provided, however, that the Company shall not be
obligated to repurchase Notes in the event it has exercised its right to redeem
all the Notes as described above.


The Notes will not be entitled to the benefit of a
sinking fund.


The Indenture contains provisions for defeasance at
any time of the entire indebtedness of this Note or certain restrictive
covenants and certain Events of Default with respect to this Note, in each case
upon compliance with certain conditions set forth in the Indenture.


If an Event of Default with respect to the Notes shall
occur and be continuing, the principal of and accrued but unpaid interest on
the Notes may be declared due and payable in the manner and with the effect
provided in the Indenture.


The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Notes to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in principal amount of
the Outstanding Notes.  The Indenture
also contains provisions permitting the Holders of specified percentages in
principal amount of the Notes at the time Outstanding, on behalf of the Holders
of all Notes, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences.  Any such consent or waiver
by the Holder of this Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note.



 H-A-9
 









As provided in and subject to the provisions of the
Indenture, the Holder of this Note shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver
or trustee or for any other remedy thereunder, unless such Holder shall have
previously given the Trustee written notice of a continuing Event of Default
with respect to the Notes, the Holders of not less than 30% in principal amount
of the Notes at the time Outstanding shall have made written request to the
Trustee to pursue such remedy, such Holder or Holders shall have offered the
Trustee reasonable security or indemnity against any loss, liability or
expense, and the Trustee shall not have received from the Holders of a majority
in principal amount of Notes at the time Outstanding a direction inconsistent
with such request, and shall have failed to institute any such proceeding, for
60 days after receipt of such notice, request and offer of security or
indemnity.  The foregoing shall not apply
to any suit instituted by the Holder of this Note for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.


No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium and interest on this Note at the times, place and rate, and in the coin
or currency, herein prescribed.


As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is registrable in the
Note Register, upon surrender of this Note for registration of transfer at the
office or agency of the Company in a Place of Payment, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Note Registrar, duly executed by the Holder hereof or such
Holder’s attorney duly authorized in writing, and thereupon one or more new
Notes of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.


The Notes shall be issuable only in fully registered
form, without coupons, and only in denominations of the Minimum Denomination
and any integral multiple of $1,000.00 in excess thereof, subject to the
provisions of Section 301 of the Indenture in respect of increases in
principal amount of Notes resulting from any PIK Payment.  As provided in the Indenture and subject to
certain limitations therein set forth, the Notes are exchangeable for a like
aggregate principal amount of Notes of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.


No service charge shall be made for any such
registration, transfer or exchange, but the Company may require payment of a
sum sufficient to cover any transfer tax or other governmental charge payable
in connection therewith.


The Company, any Subsidiary Guarantor, the Trustee,
the Paying Agent and any agent of any of them may treat the Person in whose
name this Note is registered as the owner hereof for the purpose of receiving
payment of principal of (and premium, if any), and (subject to Section 307
of the Indenture) interest on, such Note and for all other purposes whatsoever,
whether or not this Note be overdue, and none of the Company, any Subsidiary
Guarantor, the 



 H-A-10
 









Trustee, the Paying Agent nor any agent of any of them
shall be affected by notice to the contrary.


No director, officer, employee, incorporator or
stockholder, as such, of the Company, any Subsidiary Guarantor or any
Subsidiary of any thereof shall have any liability for any obligation of the
Company, or any Subsidiary Guarantor under the Indenture, the Notes or any
Subsidiary Guarantee, or for any claim based on, in respect of, or by reason
of, any such obligation or its creation. 
Each Noteholder, by accepting this Note, hereby waives and releases all
such liability.  The waiver and release
are part of the consideration for issuance of the Notes.


THE INDENTURE AND THE NOTES 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 THE INDENTURE OR THE NOTES.



 H-A-11
 









[FORM OF CERTIFICATE OF TRANSFER]


FOR VALUE RECEIVED the undersigned holder hereby
sell(s), assign(s) and transfer(s) unto




Insert Taxpayer Identification No.


(Please print or typewrite name and address including
zip code of assignee)


                                                                                                                                                   


                                                                                                                                                   


the within Note and all
rights thereunder, hereby irrevocably constituting and appointing


attorney to transfer such
Note on the books of the Company with full power of substitution in the
premises.


Check One


o                                    (a)           this Note is being transferred in
compliance with the exemption from registration under the Securities Act of
1933, as amended, provided by Rule 144A thereunder.


or


o                                    (b)           this Note is being transferred other
than in accordance with (a) above and documents are being furnished which
comply with the conditions of transfer set forth in this Note and the
Indenture.


If neither of the foregoing boxes is checked, the
Trustee or other Note Registrar shall not be obligated to register this Note in
the name of any Person other than the Holder hereof unless and until the
conditions to any such transfer of registration set forth herein and in Section 313
of the Indenture shall have been satisfied.


Date:                                        


                                                 



 H-A-12
 









NOTICE:  The signature to this assignment must
correspond with the name as written upon the face of the within-mentioned
instrument in every particular, without alteration or any change whatsoever.


 


	
  Signature Guarantee:

  	
   

  	
   

  



 


Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Note Registrar, which
requirements include membership or participation in the Security Transfer Agent
Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Note Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as
amended.



 H-A-13
 









TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.


The undersigned represents and warrants that it is
purchasing this Note for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a “qualified
institutional buyer” within the meaning of Rule 144A under the Securities
Act of 1933, as amended, and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received such
information regarding the Company as the undersigned has requested pursuant to
Rule 144A or has determined not to request such information and that it is
aware that the transferor is relying upon the undersigned’s foregoing
representations in order to claim the exemption from registration provided by
Rule 144A.


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  NOTICE:  To be executed by an executive

  
	
   

  	
  officer

  



 



 H-A-14
 









OPTION OF HOLDER TO ELECT PURCHASE


If you wish to have this Note purchased by the Company
pursuant to Section 411 or 415 of the Indenture, check the
box:  o.


If you wish to have a portion of this Note purchased
by the Company pursuant to Section 411 or 415 of the
Indenture, state the amount below:


$                    


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  
	
  Your Signature:

  	
   

  	
   

  	
   

  
						



 


(Sign exactly as your name appears on the other side
of this Note)


Signature Guarantee:


Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Note Registrar, which
requirements include membership or participation in the Security Transfer Agent
Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Note Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as
amended.



 H-A-15
 









SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE


The following increases or decreases in this Global
Note have been made:


	
  Interest Payment Date 

  for PIK Payments or 

  Date of Exchange

  	
   

  	
  Amount of decreases 

  in principal amount 

  of this Global Note

  	
   

  	
  Amount of increases 

  in principal amount 

  of this Global Note

  	
   

  	
  Principal amount 

  of this Global Note following 

  such decreases or increases

  	
   

  	
  Signature 

  of authorized officer

   of Trustee or Notes Custodian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 H-A-16















EXHIBIT B


FOR THE PURPOSES OF SECTION 1271
ET SEQ. OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS NOTE IS BEING
ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). FOR INFORMATION ABOUT THE ISSUE
PRICE, THE AMOUNT OF OID, THE ISSUE DATE AND THE YIELD TO MATURITY WITH RESPECT
TO THIS NOTE, PLEASE CONTACT THE DIRECTOR OF FEDERAL AND INTERNATIONAL TAX AT
901-597-8942.


Form of Exchange Note(8)

(FACE OF NOTE)


THE SERVICEMASTER COMPANY


10.75%/11.50% Senior Toggle Notes due 2015


	
  CUSIP No.

  	
   

  	
   

  
	
  No.                      

  	
   

  	
  $                   

  



 


The ServiceMaster Company, a corporation duly
organized and existing under the laws of the State of Delaware (and its
successors and assigns) (the “Company”), promises to pay to
________________________, or registered assigns, the principal sum of
$________________
([                     ]
United States Dollars) [(or such lesser or greater amount as shall be
outstanding hereunder from time to time in accordance with Sections 301,
312 and 313, as applicable, of the Indenture referred to on the
reverse hereof)](9) (the “Principal Amount”) on July 15, 2015.


Interest on this Note shall be payable semi-annually
in arrears on January 15 and July 15 of each year, commencing [January 15,
2009] (each, an “Interest Payment Date”).  [Interest on
this Note will accrue from the most recent date to which interest on this Note
or any of its Predecessor Notes has been paid or duly provided for or, if no
interest has been paid, from the Issue Date.](10)  [Interest on this Note will accrue (or will
be deemed to have accrued) from the 






(8)         Insert any applicable
legends from Article II.


(9)         Include only if the
Note is issued in global form.


(10)                    Include only
for Original Notes.













most recent date to which
interest on this Note or any of its Predecessor Notes has been paid or duly
provided for or, if no such interest has been paid, from [July 24, 2008](11).](12)


Interest on the Notes shall be computed on the basis
of a 360-day year consisting of twelve 30-day months.  The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date shall, as provided in the
Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on the Regular Record
Date for such interest, which shall be the January 1 and July 1 (whether or not
a Business Day) (a “Regular Record Date”), as the case may be,
immediately preceding such Interest Payment Date.  Any interest (including Cash Interest) on the
Notes that is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date (“Defaulted Interest”) shall forthwith cease to be
payable to the registered Holder on the relevant Regular Record Date by virtue
of having been such Holder; and such Defaulted Interest may be paid by the
Company, at its election, to the Person in whose name the Notes (or one or more
Predecessor Notes) are registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holders of Notes not more than 15 days nor
less than 10 days prior to such Special Record Date, or at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in Section 307 of the
Indenture.


For any semi-annual interest period through the
Interest Payment Date immediately prior to July 24, 2011, the Company may, at
its option, elect to pay interest on the Notes (1) entirely
in cash (“Cash Interest”), (2) entirely
by increasing the principal amount of the Outstanding Notes (“PIK Interest”)
or (3) 50% as Cash Interest and 50% as
PIK Interest.  Cash Interest shall accrue
on the Notes for each day during such interest period at a rate per annum equal
to 10.75% (the “Cash Interest Rate”). 
PIK Interest shall accrue on the Notes for each day during such interest
period at a rate per annum equal to 11.50%, which is the Cash Interest Rate
plus 75 basis points.  Interest payable
after July 15, 2011 shall be payable in the form of Cash Interest.


To elect the form of interest payment with respect to
any semi-annual interest period through the Interest Payment Date immediately
prior to July 24, 2011, the Company shall give the Trustee written notice of
such election (an “Election Notice”) not less than five Business Days
prior to the commencement of the related interest period, or, in the case of
the first semi-






(11)                       Insert the Interest Payment Date
immediately preceding the date of issuance of the applicable Additional Notes,
or if the date of issuance of such Additional Notes is an Interest Payment
Date, such date of issuance.


(12)                       Include
only for Additional Notes.



 H-B-2
 









annual interest period following the Issue Date, not
less than three Business Days prior to the Issue Date.  Each Election Notice shall include
information to the following effect:  (1) the relevant Interest Payment
Date; (2) whether interest
shall be paid on such Interest Payment Date entirely as Cash Interest, entirely
as PIK Interest or 50% as Cash Interest and 50% as PIK Interest; and (3) in the case of any PIK Payment (as
defined below), the increase in the principal amount of the Notes to be
effective upon the relevant Interest Payment Date as a result of such PIK
Payment and the principal amount of the Notes outstanding as of such Interest
Payment Date giving effect to such PIK Payment, as determined in accordance
with the Indenture.  The Trustee shall
promptly deliver a corresponding notice to the Holders of the Notes.  In the absence of such an election for any
semi-annual interest period with respect to the Notes, interest on the Notes
shall be payable entirely in the form specified in the most recent Election
Notice given by the Company to the Trustee.


PIK Interest shall be payable on the related Interest
Payment Date by increasing the principal amount of the Outstanding Notes by an
amount equal to the amount of PIK Interest for the applicable semi-annual
interest period (a “PIK Payment”), as hereinafter provided.  If the Company elects to pay 50% as Cash
Interest and 50% as PIK Interest, such Cash Interest and PIK Interest shall be
paid to Holders of Notes pro rata
in accordance with their interests. 
Following an increase in the principal amount of the Outstanding Notes
as a result of a PIK Payment, the Notes shall accrue interest on such increased
principal amount from and after the related Interest Payment Date of such PIK
Payment.  On the Interest Payment Date
for such PIK Payment, the principal amount of each Note shall be increased by
the amount of the PIK Interest payable, rounded up to the nearest $1.00, for
the relevant semi-annual interest period on the principal amount of such Note
as of the relevant Regular Record Date for such Interest Payment Date, to the
credit of the Holders of such Notes on such Regular Record Date, pro rata in accordance with their
interests, automatically without any further action by any Person.  In the case of the Global Notes, such
increase in principal amount shall be recorded in the Note Registrar’s books
and records and in the schedule to the Global Notes in accordance with the
Indenture.  Alternatively, the Company
may elect, at its option, to issue a new Note or new Notes having a principal
amount equal to the amount of the PIK Payment.


References in the Indenture and
in this Note to the “principal amount” of the Notes shall include increases in
the principal amount of the Outstanding Notes as a result of any PIK Payment.


Payment of the principal of (and premium, if any) and
interest (including Cash Interest) on this Note will be made at the Corporate
Trust Office of the Trustee, or such other office or agency of the Company
maintained for that purpose; provided, however, that at the option of the Company, payment of Cash
Interest may be made by wire transfer of immediately available funds to the
account designated to the Company by the Person entitled thereto or by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Note Register.



 H-B-3
 









Reference is hereby made to the further provisions of
this Note set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse hereof by manual
signature, this Note shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.



 H-B-4
 









IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.


	
  

  	
  THE SERVICEMASTER COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
  

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


 


This is one of the Notes referred to in the within
mentioned Indenture.


	
  

  	
  [INSERT NAME OF
  INSTITUTION APPOINTED AS TRUSTEE], as Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  
	
  Dated:

  	
   

  




 H-B-5
 









(REVERSE OF NOTE)


This Note is one of the duly authorized issue of 10.75%/11.50% Senior Toggle Notes due 2015 of the
Company (herein called the “Notes”), issued under an Indenture, dated as
of [July 24, 2008] (herein called the “Indenture,” which term shall have
the meanings assigned to it in such instrument), among the Company, as issuer,
the Subsidiary Guarantors from time to time parties thereto and [insert name of institution appointed as Trustee], as Trustee
(herein called the “Trustee,” which term includes any successor trustee
under the Indenture), and reference is hereby made to the Indenture for a
statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, any other obligor upon this Note, the Trustee
and the Holders of the Notes and of the terms upon which the Notes are, and are
to be, authenticated and delivered.  The
terms of the Notes include those stated in the Indenture and those made a part
of the Indenture by reference to the Trust Indenture Act of 1939, as amended,
as in effect from time to time (the “TIA”).  The Notes are subject to all such terms, and
Holders are referred to the Indenture and the TIA for a statement of such
terms.  Additional Notes may be issued
under the Indenture which will vote as a class with the Notes and otherwise be
treated as Notes for purposes of the Indenture.


All terms used in this Note that are defined in the
Indenture shall have the meanings assigned to them in the Indenture.


This Note may hereafter be entitled to certain other
senior Subsidiary Guarantees made for the benefit of the Holders.  Reference is made to Article XIII
of the Indenture for terms relating to such Subsidiary Guarantees, including
the release, termination and discharge thereof. 
Neither the Company nor any Subsidiary Guarantor shall be required to
make any notation on this Note to reflect any Subsidiary Guarantee or any such
release, termination or discharge.


The Notes will be redeemable, at the Company’s option,
in whole or in part, at any time and from time to time on and after July 15,
2011 and prior to maturity at the applicable redemption price set forth
below.  Such redemption may be made upon
notice mailed by first-class mail to each Holder’s registered address in
accordance with the Indenture.  The
Company may provide in such notice that payment of the redemption price and the
performance of the Company’s obligations with respect to such redemption may be
performed by another Person.  Any such
redemption and notice may, in the Company’s discretion, be subject to the
satisfaction of one or more conditions precedent, including but not limited to
the occurrence of a Change of Control. 
The Notes will be so redeemable at the following redemption prices
(expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to the relevant
Redemption Date (subject to the right of Holders of record on the relevant
Regular Record Date to receive interest due on the relevant Interest Payment
Date pursuant to Section 307 of the Indenture), if redeemed during the 12-month
period commencing on July 15 of the years set forth below:



 H-B-6
 









 




	
  Period

  	
   

  	
  Redemption

  Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2011

  	
   

  	
  105.3750

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  2012

  	
   

  	
  102.6875

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  2013 and thereafter

  	
   

  	
  100.0000

  	
  %

  






 


In addition, at any time and from time to time on or
prior to July 15, 2010, the Company at its option may redeem Notes in an
aggregate principal amount equal to up to 35% of the original aggregate
principal amount of Notes (including the principal amount of any Additional
Notes), with funds in an equal aggregate amount not exceeding the aggregate
proceeds of one or more Equity Offerings, at a redemption price (expressed as a
percentage of principal amount thereof) of 110.75%, plus accrued and unpaid interest, if any, to the Redemption
Date (subject to the right of Holders of record on the relevant Record Date to
receive interest due on the relevant Interest Payment Date pursuant to Section
307 of the Indenture); provided, however, that an aggregate principal
amount of Notes equal to at least 65% of the original aggregate principal
amount of Notes (including the principal amount of any Additional Notes) must
remain outstanding after each such redemption. 
The Company may make such redemption upon notice mailed by first-class
mail to each Holder’s registered address in accordance with the Indenture (but
in no event more than 180 days after the completion of the related Equity
Offering).  The Company may provide in
such notice that payment of the redemption price and performance of the Company’s
obligations with respect to such redemption may be performed by another
Person.  Any such notice may be given
prior to the completion of the related Equity Offering, and any such redemption
or notice may, at the Company’s discretion, be subject to the satisfaction of
one or more conditions precedent, including but not limited to the completion
of the related Equity Offering.


At any time prior to July 15, 2011, the Notes may also
be redeemed or purchased (by the Company or any other Person) in whole or in
part, at the Company’s option, at a price equal to 100% of the principal amount
thereof plus the Applicable
Premium as of, and accrued but unpaid interest, if any, to, the Redemption Date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date pursuant to Section
307 of the Indenture). Such redemption or purchase may be made upon notice
mailed by first-class mail to each Holder’s registered address in accordance
with the Indenture.  The Company may
provide in such notice that payment of the Redemption Price and performance of
the Company’s obligations with respect to such redemption or purchase may be
performed by another Person.  Any such
redemption, purchase or notice may, at the Company’s discretion, be subject to
the satisfaction of one or more conditions precedent, including but not limited
to the occurrence of a Change of Control.


If the Notes would otherwise
constitute “applicable high yield discount obligations” within the meaning of
Section 163(i)(1) of the Code, at the end of each tax accrual period 



 H-B-7
 









beginning with the first tax
accrual period ending after July 24, 2012 (each, an “AHYDO Redemption Date”),
the Company will be required to redeem for cash a portion of each Note then
outstanding equal to the Mandatory Principal Redemption Amount (as defined
below) with respect to such accrual period (such redemption, a “Mandatory
Principal Redemption”).  The
redemption price for the portion of each Note redeemed pursuant to a Mandatory
Principal Redemption will be 100% of the principal amount of such portion plus
any accrued interest thereon on the date of redemption.  The “Mandatory Principal Redemption Amount”
with respect to an accrual period means the portion of a Note required to be
redeemed to prevent such Note from being treated as an “applicable high yield
discount obligation” within the meaning of Section 163(i)(1) of the
Code.  No partial redemption or
repurchase of the Notes prior to an AHYDO Redemption Date pursuant to any other
provision of the Indenture will alter the Company’s obligation to make a
Mandatory Principal Redemption with respect to any Notes that remain
outstanding on such AHYDO Redemption Date.


The Indenture provides that, upon the occurrence after
the Issue Date of a Change of Control, each Holder of Notes will have the right
to require that the Company repurchase all or any part of such Notes at a
purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any,
to the date of such repurchase (subject to the right of Holders of record on
the relevant record date to receive interest due on the relevant interest
payment date); provided, however, that the Company shall not be
obligated to repurchase Notes in the event it has exercised its right to redeem
all the Notes as described above.


The Notes will not be entitled to the benefit of a
sinking fund.


The Indenture contains provisions for defeasance at
any time of the entire indebtedness of this Note or certain restrictive
covenants and certain Events of Default with respect to this Note, in each case
upon compliance with certain conditions set forth in the Indenture.


If an Event of Default with respect to the Notes shall
occur and be continuing, the principal of and accrued but unpaid interest on
the Notes may be declared due and payable in the manner and with the effect
provided in the Indenture.


The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Notes to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in principal amount of
the Outstanding Notes.  The Indenture
also contains provisions permitting the Holders of specified percentages in
principal amount of the Notes at the time Outstanding, on behalf of the Holders
of all Notes, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences.  Any such consent or waiver
by the Holder of this Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note.



 H-B-8
 









As provided in and subject to the provisions of the
Indenture, the Holder of this Note shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver
or trustee or for any other remedy thereunder, unless such Holder shall have
previously given the Trustee written notice of a continuing Event of Default
with respect to the Notes, the Holders of not less than 30% in principal amount
of the Notes at the time Outstanding shall have made written request to the
Trustee to pursue such remedy, such Holder or Holders shall have offered the Trustee
reasonable security or indemnity against any loss, liability or expense, and
the Trustee shall not have received from the Holders of a majority in principal
amount of Notes at the time Outstanding a direction inconsistent with such
request, and shall have failed to institute any such proceeding, for 60 days
after receipt of such notice, request and offer of security or indemnity.  The foregoing shall not apply to any suit
instituted by the Holder of this Note for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates
expressed herein.


No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium and interest on this Note at the times, place and rate, and in the coin
or currency, herein prescribed.


As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is registrable in the
Note Register, upon surrender of this Note for registration of transfer at the
office or agency of the Company in a Place of Payment, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Note Registrar, duly executed by the Holder hereof or such
Holder’s attorney duly authorized in writing, and thereupon one or more new
Notes of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.


The Notes shall be issuable only in fully registered
form, without coupons, and only in denominations of the Minimum Denomination
and any integral multiple of $1,000.00 in excess thereof, subject to the
provisions of Section 301 of the Indenture in respect of increases in
principal amount of Notes resulting from any PIK Payment.  As provided in the Indenture and subject to
certain limitations therein set forth, the Notes are exchangeable for a like
aggregate principal amount of Notes of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.


No service charge shall be made for any such
registration, transfer or exchange, but the Company may require payment of a
sum sufficient to cover any transfer tax or other governmental charge payable
in connection therewith.


The Company, any Subsidiary Guarantor, the Trustee,
the Paying Agent and any agent of any of them may treat the Person in whose
name this Note is registered as the owner hereof for the purpose of receiving
payment of principal of (and premium, if any), and (subject to Section 307
of the Indenture) interest on, such Note and for all other purposes whatsoever,
whether or not this Note be overdue, and none of the Company, any Subsidiary
Guarantor, the 



 H-B-9
 









Trustee, the Paying Agent nor any agent of any of them
shall be affected by notice to the contrary.


No director, officer, employee, incorporator or
stockholder, as such, of the Company, any Subsidiary Guarantor or any
Subsidiary of any thereof shall have any liability for any obligation of the
Company, or any Subsidiary Guarantor under the Indenture, the Notes or any
Subsidiary Guarantee, or for any claim based on, in respect of, or by reason of,
any such obligation or its creation. 
Each Noteholder, by accepting this Note, hereby waives and releases all
such liability.  The waiver and release
are part of the consideration for issuance of the Notes.


THE INDENTURE AND THE NOTES 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 THE INDENTURE OR THE NOTES.



 H-B-10
 









[FORM OF CERTIFICATE OF TRANSFER]


FOR VALUE RECEIVED the undersigned holder hereby
sell(s), assign(s) and transfer(s) unto


Insert Taxpayer Identification No.


(Please print or
typewrite name and address including zip code of assignee)


the within Note
and all rights thereunder, hereby irrevocably constituting and appointing


attorney to transfer such
Note on the books of the Company with full power of substitution in the
premises.


Check One


	
  o

  	
   

  	
  (a)

  	
   

  	
  this Note is being transferred in compliance with
  the exemption from registration under the Securities Act of 1933, as amended,
  provided by Rule 144A thereunder.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  (b)

  	
   

  	
  this Note is being transferred other than in
  accordance with (a) above and documents are being furnished which comply with
  the conditions of transfer set forth in this Note and the Indenture.

  



 


If neither of the foregoing boxes is checked, the
Trustee or other Note Registrar shall not be obligated to register this Note in
the name of any Person other than the Holder hereof unless and until the
conditions to any such transfer of registration set forth herein and in Section 313
of the Indenture shall have been satisfied.


	
  Date:

  	
   

  	
   

  
	
   

  	
   

  



 



 H-B-11
 









NOTICE:  The signature to this assignment must
correspond with the name as written upon the face of the within-mentioned
instrument in every particular, without alteration or any change whatsoever.


	
  Signature Guarantee:

  	
   

  	
   

  



 


Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Note Registrar, which
requirements include membership or participation in the Security Transfer Agent
Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Note Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as
amended.



 H-B-12
 









TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.


The undersigned represents and warrants that it is
purchasing this Note for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a “qualified
institutional buyer” within the meaning of Rule 144A under the Securities
Act of 1933, as amended, and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received such
information regarding the Company as the undersigned has requested pursuant to
Rule 144A or has determined not to request such information and that it is
aware that the transferor is relying upon the undersigned’s foregoing
representations in order to claim the exemption from registration provided by
Rule 144A.


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  NOTICE:  To be executed by an executive

  
	
   

  	
   

  	
   

  	
  officer

  




 H-B-13
 









OPTION OF HOLDER TO ELECT PURCHASE


If you wish to have this Note purchased by the Company
pursuant to Section 411 or 415 of the Indenture, check the
box:  o.


If you wish to have a portion of this Note purchased
by the Company pursuant to Section 411 or 415 of the
Indenture, state the amount below:


$                


	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Your Signature:

  	
   

  	
   

  
					



 


(Sign exactly as your name appears on the other side
of this Note)


Signature Guarantee:


Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Note Registrar, which
requirements include membership or participation in the Security Transfer Agent
Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Note Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as
amended.



 H-B-14
 









SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE


The following increases or decreases in this Global
Note have been made:


	
  Interest Payment Date

  for PIK Payments or

  Date of Exchange 

  	
   

  	
  Amount of decreases

  in principal amount

  of this Global Note 

  	
   

  	
  Amount of increases

  in principal amount

  of this Global Note 

  	
   

  	
  Principal amount

  of this Global Note following

  such decreases or increases 

  	
   

  	
  Signature

  of authorized officer

  of Trustee or Notes Custodian 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 H-B-15















EXHIBIT C


Form of
Certificate of Beneficial Ownership


On or after [                 ],
20[  ]


[INSERT NAME OF
INSTITUTION APPOINTED AS TRUSTEE]

[Address]

[Address]

Attention:  [insert
relevant department]


Re:                                The
ServiceMaster Company (the “Company”)


10.75%/11.50% Senior Toggle Notes
due 2015 (the “Notes”)


Ladies and Gentlemen:


This letter relates to $                
principal amount of Notes represented by the offshore [temporary] global note
certificate (the “[Temporary] Regulation S Global Note”).  Pursuant to Section 313(3) of the
Indenture dated as of [July 24, 2008] relating to the Notes (the “Indenture”),
we hereby certify that (1) we are
the beneficial owner of such principal amount of Notes represented by the
[Temporary] Regulation S Global Note and (2) we
are either (i) a Non-U.S. Person to whom
the Notes could be transferred in accordance with Rule 903 or 904 of
Regulation S (“Regulation S”) promulgated under the Securities
Act of 1933, as amended (the “Act”) or (ii) a
U.S. Person who purchased securities in a transaction that did not require
registration under the Act.


You, the Company and
counsel for the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. 
Terms used in this certificate have the meanings set forth in
Regulation S.


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Name of Holder]

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
  Authorized
  Signature

  	
   

  
				



 


















EXHIBIT D


Form of
Regulation S Certificate


Regulation S
Certificate


[INSERT NAME OF INSTITUTION APPOINTED AS TRUSTEE]

[Address]

[Address]

Attention:  [insert
relevant department]


Re:                                The
ServiceMaster Company (the “Company”)


10.75%/11.50% Senior Toggle Notes
due 2015 (the “Notes”)


Ladies and Gentlemen:


In connection with our
proposed sale of $                
aggregate principal amount of Notes, we confirm that such sale has been
effected pursuant to and in accordance with Regulation S (“Regulation S”)
under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly, we hereby certify as follows:


1.  The offer of the Notes was not made to a
person in the United States (unless such person or the account held by it for
which it is acting is excluded from the definition of “U.S. person” pursuant to
Rule 902(k)(2)(vi) or 902(k)(2)(i) of Regulation S under the
circumstances described in Rule 902(h)(3) of Regulation S) or
specifically targeted at an identifiable group of U.S. citizens abroad.


2.  Either (a) at the
time the buy order was originated, the buyer was outside the United States or
we and any person acting on our behalf reasonably believed that the buyer was
outside the United States or (b) the
transaction was executed in, on or through the facilities of a designated
offshore securities market, and neither we nor any person acting on our behalf
knows that the transaction was pre-arranged with a buyer in the United States.


3.  No directed selling efforts have been made in
the United States in contravention of the requirements of Rule 903(a)(2)
or Rule 904(a)(2) of Regulation S, as applicable.


4.  The proposed transfer of Notes is not part of
a plan or scheme to evade the registration requirements of the Securities Act.


5.  If we are a dealer or a person receiving a
selling concession or other fee or remuneration in respect of the Notes, and
the proposed transfer takes place before end of the distribution compliance
period under Regulation S, or we are an officer or director of the Company
or a distributor, we certify that the proposed transfer is being made in
accordance with the provisions of Rules 903 and 904 of Regulation S.













6.  If the proposed transfer takes place before
the end of the distribution compliance period under Regulation S, the
beneficial interest in the Notes so transferred will be held immediately
thereafter through Euroclear (as defined in such Indenture) or Clearstream (as
defined in such Indenture).


7.  We have advised the transferee of the
transfer restrictions applicable to the Notes.


You, the Company and
counsel for the Company are entitled to rely upon this Certificate and are
irrevocably authorized to produce this Certificate or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby. 
Terms used in this certificate have the meanings set forth in
Regulation S.


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [NAME OF SELLER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
  Address:

  
	
   

  	
   

  



Date of this Certificate:                     
  , 20  



 H-D-2















EXHIBIT E


Form of Supplemental Indenture in Respect of Subsidiary Guarantee


SUPPLEMENTAL INDENTURE, dated as of [         ]
(this “Supplemental Indenture”), among [name of Guarantor(s)] (the “Subsidiary
Guarantor(s)”), 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 then existing Subsidiary
Guarantor under the Indenture referred to below (the “Existing Guarantors”),
and [Insert name of institution appointed as Trustee],
as Trustee under the Indenture referred to below.


W I T N E S S E T
H:


WHEREAS, the Company, any Existing Guarantors and the
Trustee have heretofore become parties to an 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 Guarantors to execute and
deliver to the Trustee a supplemental indenture pursuant to which the
Subsidiary Guarantors 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, each 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 Guarantors, 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] [Each]
Subsidiary Guarantor hereby agrees, jointly and severally with [all] [any]
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] [Each]
Subsidiary Guarantor’s Subsidiary Guarantee shall terminate and be of no
further force or effect, and [the] [each] 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] [each] 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.



 H-E-2
 









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


	
   

  	
  [NAME OF SUBSIDIARY
  GUARANTOR(S)], 

  as Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  SERVICEMASTER COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [INSERT
  NAME OF INSTITUTION APPOINTED 

  AS TRUSTEE], as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 



 H-E-3















EXHIBIT F


Form of Certificate from Acquiring Institutional Accredited Investors


[INSERT NAME OF INSTITUTION APPOINTED AS TRUSTEE]

[Address]

[Address]

Attn:  [Department]


Re:                                The
ServiceMaster Company (the “Company”)


10.75%/11.50% Senior Toggle Notes
due 2015 (the “Notes”)


Ladies and Gentlemen:


In connection with our proposed sale of $               
aggregate principal amount of Notes, we confirm that:


1.             We
understand that any subsequent transfer of the Notes is subject to certain
restrictions and conditions set forth in the Indenture dated as of [July 24,
2008] relating to the Notes (the “Indenture”) and the undersigned agrees
to be bound by, and not to resell, pledge or otherwise transfer the Notes
except in compliance with, such restrictions and conditions and the Securities
Act of 1933, as amended (the “Securities Act”).


2.             We
understand that the Notes have not been registered under the Securities Act or
any other applicable securities law, and that the Notes may not be offered,
sold or otherwise transferred except as permitted in the following
sentence.  We agree, on our own behalf
and on behalf of any accounts for which we are acting as hereinafter stated,
that if we should offer, sell, transfer, pledge, hypothecate or otherwise
dispose of any Notes within two years after the original issuance of the Notes,
we will do so only (A) to the
Company, (B) inside the United States to a “qualified
institutional buyer” in compliance with Rule 144A under the Securities
Act, (C) inside the United States to an
institutional “accredited investor” (as defined below) that, prior to such
transfer, furnishes to you a signed letter substantially in the form of this
letter, (D) outside the United States to a
foreign person in compliance with Rule 904 of Regulation S under the
Securities Act, (E) pursuant to the exemption
from registration provided by Rule 144 under the Securities Act (if
available), or (F) pursuant to an effective
registration statement under the Securities Act, and we further agree to
provide to any person purchasing any of the Notes from us a notice advising
such purchaser that resales of the Notes are restricted as stated herein and in
the Indenture.


3.             We
understand that, on any proposed transfer of any Notes prior to the later of
the original issue date of the Notes and the last date the Notes were held by
an affiliate of the Company pursuant to paragraphs 2(C), 2(D) and 2(E)
above, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed transfer complies with the
foregoing restrictions.  We further
understand that the Notes purchased by us will bear a legend to the foregoing
effect.













4.             We
are an institutional “accredited investor” (as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act) and have such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of our investment in the Notes, and we and any accounts for
which we are acting are acquiring the Notes for investment purposes and not
with a view to, or offer or sale in connection with, any distribution in
violation of the Securities Act, and we are each able to bear the economic risk
of our or its investment.


5.             We
are acquiring the Notes purchased by us for our own account or for one or more
accounts (each of which is an institutional “accredited investor”) as to
each of which we exercise sole investment discretion.


You, the Company, and counsel for the Company are
entitled to rely upon this letter and are irrevocably authorized to produce
this letter or a copy hereof to any interested party in any administrative or
legal proceedings or official inquiry with respect to the matters covered
hereby.


 


	
  

  	
  Very truly
  yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  (Name of
  Transferee)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signature

  



 



 H-F-2















EXHIBIT I TO

SENIOR INTERIM LOAN CREDIT AGREEMENT


The
ServiceMaster Company


$[                    ]
10.75%/11.50% Senior Toggle Notes due 2015


Exchange
and Registration Rights Agreement


[                 ],
200[7][8]


JPMorgan Chase Bank, N.A.


As Administrative Agent
for the Lenders

referred to below


c/o
JPMorgan Chase Bank, N.A.

270 Park Avenue 

New York, New York  10017


Ladies and Gentlemen:


The ServiceMaster Company, a Delaware corporation (the
“Company”), proposes to issue upon the terms set forth in the Credit
Agreement (as defined herein) to the Lenders (as defined in the Credit
Agreement), an aggregate of $[     ] million principal
amount of 10.75%/11.50% Senior Toggle Notes due 2015 of the Company (the “Notes”)
upon conversion of a like aggregate principal amount of Loans (as defined in
the Credit Agreement) into such Notes pursuant to Section 2.5(a) of the Credit
Agreement.  In satisfaction of a
condition to the conversion of Loans into the Notes, the Company agrees with
the Administrative Agent (as defined herein) for the benefit of the Lenders and
the other holders (as defined herein) from time to time of the Registrable
Securities (as defined herein) as follows:


1.             Certain Definitions. 
For purposes of this Exchange and Registration Rights Agreement, the
following terms shall have the following respective meanings:


“Administrative Agent”
means JPMorgan Chase Bank, N.A., as administrative agent for the Lenders under
the Credit Agreement.


“Base Interest”
shall mean the interest that would otherwise accrue on the Securities under the
terms thereof and the Indenture, without giving effect to the provisions of
this Agreement.


“broker-dealer”
shall mean any broker or dealer registered with the Commission under the
Exchange Act.













“Commission”
shall mean the United States Securities and Exchange Commission, or any other
federal agency at the time administering the Exchange Act or the Securities
Act, whichever is the relevant statute for the particular purpose.


“Closing Date”
shall mean the date on which the Securities are initially issued.


“Credit Agreement”
shall mean the Senior Interim Loan Credit Agreement, dated as of July 24, 2007,
among the Company, the several banks and other financial institutions party
thereto, and the Administrative Agent.


“Effective Time,”
in the case of (i) an Exchange Registration, shall mean the time and date as of
which the Commission declares the Exchange Registration Statement effective or
as of which the Exchange Registration Statement otherwise becomes effective and
(ii) a Shelf Registration, shall mean the time and date as of which the
Commission declares the Shelf Registration Statement effective or as of which
the Shelf Registration Statement otherwise becomes effective.


“Electing Holder”
shall mean any holder of Registrable Securities that has returned a completed
and signed Notice and Questionnaire to the Company in accordance with Section
3(d)(ii) or 3(d)(iii) hereof.


“Exchange Act”
shall mean the Securities Exchange Act of 1934, or any successor thereto, as
the same shall be amended from time to time.


“Exchange Offer”
shall have the meaning assigned thereto in Section 2(b) hereof.


“Exchange Registration”
shall have the meaning assigned thereto in Section 3(c) hereof.


“Exchange Registration
Statement” shall have the meaning assigned thereto in Section 2(b)
hereof


“Exchange Securities”
shall have the meaning assigned thereto in Section 2(b) hereof.


“Guarantees”
shall mean the Guarantees issued by each Guarantor with respect to the Notes.


“holder” shall
mean each of the Lenders and other persons who acquire Registrable Securities
from time to time (including any successors or assigns), in each case for so
long as such person owns any Registrable Securities.



 I-4
 









“Indenture”
shall mean the Indenture, dated as of the date hereof, among the Company, the
subsidiary guarantors parties thereto (the “Guarantors”) and [Trustee], as Trustee, governing the Company’s $[      ] million principal amount of
10.75%/11.50% Senior Toggle Notes due 2015, as the same shall be amended or
supplemented from time to time.


“Issuer Free Writing
Prospectus” shall mean any issuer free writing prospectus (as such
term is defined in Rule 433(h)(1) under the Securities Act) that has been
prepared by the Company.


“Majority Electing Holder”
shall have the meaning assigned thereto in Section 3(d)(vi).


“Lenders” means
the Lenders (as defined in the Credit Agreement) that are acquiring Registrable
Securities upon conversion of their Loans (as defined in the Credit Agreement)
as described in the initial paragraph hereof.


“Notice and Questionnaire”
means a Notice of Registration Statement and Selling Securityholder
Questionnaire substantially in the form of Exhibit A hereto, with such
changes thereto as the Company may reasonably determine.


“person” shall
mean a corporation, association, partnership, organization, business,
individual, government or political subdivision thereof or governmental agency.


“Registrable Securities”
shall mean the Securities; provided, however, that a Security shall cease to be
a Registrable Security when (i) the Security has been exchanged for an Exchange
Security in an Exchange Offer as contemplated in Section 2(b) hereof (provided
that any Exchange Security that, pursuant to the last sentence of the first
paragraph of Section 2(b), is included in a prospectus for use in connection
with resales by broker-dealers shall be deemed to be a Registrable Security
with respect to Sections 5 and 8(h) until resale of such Registrable Security
has been effected within the 90-day period referred to in Section 2(b)); (ii) a
Shelf Registration Statement registering such Security under the Securities Act
becomes effective and such Security has been sold or otherwise transferred by
the holder thereof pursuant to and in a manner contemplated by such effective Shelf
Registration Statement; (iii) such Security is sold pursuant to Rule 144 under
circumstances in which any legend borne by such Security relating to
restrictions on transferability thereof, under the Securities Act or otherwise,
is removed by the Company or pursuant to the Indenture; (iv) such Security is
eligible to be sold pursuant to paragraph (k) of Rule 144; or (v) such Security
shall cease to be outstanding.


“Registration Default”
shall have the meaning assigned thereto in Section 2(d) hereof.



 I-5
 









“Registration
Default Period” shall have the meaning assigned thereto in Section
2(d) hereof.


“Registration Expenses”
shall have the meaning assigned thereto in Section 4 hereof.


“Resale Period”
shall have the meaning assigned thereto in Section 2(b) hereof.


“Restricted Holder”
shall mean (i) a holder that is an affiliate of the Company within the meaning
of Rule 405, (ii) a holder that acquires Exchange Securities outside the
ordinary course of such holder’s business, (iii) a holder that has arrangements
or understandings with any person to participate in the Exchange Offer for the
purpose of distributing Exchange Securities and (iv) a holder that is a
broker-dealer, but only with respect to Exchange Securities received by such
broker-dealer pursuant to an Exchange Offer in exchange for Registrable
Securities acquired by the broker-dealer directly from the Company.


“Rule 144,” “Rule 405” and “Rule 415” shall
mean, in each case, such rule promulgated under the Securities Act (or any
successor provision), as the same shall be amended from time to time.


“Securities”
shall mean the Notes to be issued pursuant to Section 2.5(a) of the Credit
Agreement, and securities issued in exchange therefor or in lieu thereof
pursuant to the Indenture.  Each Security
is entitled to the benefit of the Guarantees, if any, provided for in the
Indenture and, unless the context otherwise requires, any reference herein to a
“Security,” an “Exchange Security” or a “Registrable Security” shall include a
reference to the related Guarantees, if any.


“Securities Act”
shall mean the Securities Act of 1933, or any successor thereto, as the same
shall be amended from time to time.


“Shelf Registration”
shall have the meaning assigned thereto in Section 2(a) hereof.


“Shelf Registration
Statement” shall have the meaning assigned thereto in Section 2(a)
hereof.


“Special Interest”
shall have the meaning assigned thereto in Section 2(d) hereof.


“Trust Indenture Act”
shall mean the Trust Indenture Act of 1939, or any successor thereto, and the
rules, regulations and forms promulgated thereunder, all as the same shall be
amended from time to time.


Unless the context otherwise requires, any reference
herein to a “Section” or “clause” refers to a Section or clause, as the case
may be, of this Exchange and 



 I-6
 









Registration Rights Agreement, and the words “herein,”
“hereof’ and “hereunder” and other words of similar import refer to this
Exchange and Registration Rights Agreement as a whole and not to any particular
Section or other subdivision.


2.            Registration  Under  the  Securities  Act.


(a)           Except as set forth
in Section 2(b) below, the Company agrees to use its commercially reasonable
efforts (i) to file under the Securities Act as promptly as practicable, but
not later than October 22, 2008, a “shelf” registration statement providing for
the registration of, and the sale on a continuous or delayed basis by the
holders of, all of the Registrable Securities pursuant to Rule 415 or any
similar rule that may be adopted by the Commission (such filing, the “Shelf
Registration” and such registration statement, the “Shelf Registration
Statement”), (ii) to cause the Shelf Registration Statement to become
effective on or prior to April 20, 2009 and to use its commercially reasonable
efforts to cause such Shelf Registration Statement to remain effective for a
period ending on the earlier of the second anniversary of the Closing Date and
such shorter period that will terminate when all the Registrable Securities
covered by the Shelf Registration Statement have been sold pursuant to the
Shelf Registration Statement or are distributed to the public pursuant to Rule
144 or become eligible for resale pursuant to Rule 144 without volume
restriction, if any, or are no longer Registrable Securities; provided,
however, that no holder shall be entitled to be named as a selling
securityholder in the Shelf Registration Statement or to use the prospectus
forming a part thereof for resales of Registrable Securities unless such holder
is an Electing Holder, (iii) after the Effective Time of the Shelf Registration
Statement, promptly upon the request of any holder of Registrable Securities
that is not then an Electing Holder, to take any action reasonably necessary to
identify such holder as a selling securityholder in the Shelf Registration Statement
and include any disclosure necessary or advisable in order to comply with the
Securities Act or rules and regulations thereunder; provided, however, that (x)
nothing in this clause (iii) shall relieve any such holder of the obligation to
return a completed and signed Notice and Questionnaire to the Company in
accordance with Section 3(d)(iii) hereof and (y) the Company shall not be
required to take any such action with respect to any such holders more than
once every quarter, and (iv) to supplement or make amendments to the Shelf
Registration Statement, as and when required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Shelf Registration Statement or by the Securities Act or rules and regulations
thereunder for shelf registration, and to furnish to each Electing Holder
copies of any such supplement or amendment promptly following its filing with
the Commission.


Notwithstanding the foregoing, the Company may suspend
the availability of any Shelf Registration Statement for up to an aggregate of
60 days in any consecutive twelve-month period if (i) such action is required
by applicable law or (ii) such action is taken by the Company in good faith and
for valid business reasons (not including avoidance of the Company’s
obligations hereunder), including the acquisition or divestiture of assets.



 I-7
 









(b)           In lieu of filing or
causing to become effective a Shelf Registration Statement pursuant to Section
2(a) above, the Company may elect to file under the Securities Act a
registration statement relating to an offer to exchange (such registration
statement, the “Exchange Registration Statement”, and such offer, the “Exchange
Offer”) any and all of the Securities for a like aggregate principal amount
of debt securities issued by the Company and guaranteed by the Guarantors,
which debt securities and Guarantees are substantially identical to the
Securities (and are entitled to the benefits of a trust indenture which is
substantially identical to the Indenture or is the Indenture and which has been
qualified under the Trust Indenture Act), except that they have been registered
pursuant to an effective registration statement under the Securities Act and do
not contain restrictions on transfer or provisions for the additional interest
contemplated in Section 2(d) below or the liquidated damages provided in
Section 2(e) below (such new debt securities hereinafter called “Exchange
Securities”).  If the Company makes
such election, the Company agrees to use its commercially reasonable efforts to
cause the Exchange Registration Statement to become effective under the
Securities Act on or prior to April 20, 2009. 
The Exchange Offer will be registered under the Securities Act on the
appropriate form and will comply with all applicable tender offer rules and
regulations under the Exchange Act.  If
the Company makes such election, the Company further agrees to use its
commercially reasonable efforts to commence the Exchange Offer promptly after
the Exchange Registration Statement becomes effective, hold the Exchange Offer
open for the period required by applicable law (including pursuant to any
applicable interpretation by the staff of the Commission), but in any event for
at least 10 business days, and exchange the Exchange Securities for all
Registrable Securities that have been validly tendered and not withdrawn on or
prior to the expiration of the Exchange Offer. 
If the Company commences the Exchange Offer, the Company will be entitled
to close the Exchange Offer 30 days after the commencement thereof (or at the
end of such shorter period permitted by applicable law), provided that the
Company has accepted all the Registrable Securities validly tendered in
accordance with the terms of the Exchange Offer.  The Company agrees (x) to include in the
Exchange Registration Statement a prospectus for use in any resales by any
holder of Exchange Securities that is a broker-dealer and (y) to keep such
Exchange Registration Statement effective for a period (the “Resale Period”)
beginning when Exchange Securities are first issued in the Exchange Offer and
ending upon the earlier of the expiration of the 90th day after the Exchange
Offer has been completed and such time as such broker-dealers no longer own any
Registrable Securities.


Each holder participating in the Exchange Offer shall
be required to represent to the Company that (i) any Exchange Securities
received by such holder will be acquired in the ordinary course of business,
(ii) at the time of the commencement of the Exchange Offer such holder has no
arrangements or understanding with any person to participate in the
distribution of the Securities or the Exchange Securities within the meaning of
the Securities Act, (iii) such holder is not an “affiliate,” as defined in Rule
405 of the Securities Act, of the Company, (iv) if such holder is not a
broker-dealer, that it is not engaged in, and does not intend to engage in, the
distribution of the Exchange Securities, (v) if such holder is a broker-dealer,
that it will receive Exchange Securities 



 I-8
 









for its own account in exchange for Securities that
were acquired as a result of market-making activities or other trading
activities and that it will deliver a prospectus in connection with any resale
of such Exchange Securities and (vi) such holder is not acting on behalf of any
person who could not truthfully make the foregoing representations.


(c)           If the Company
elects to file and cause to become effective an Exchange Registration Statement
pursuant to Section 2(b) above and (i) on or prior to the time the Exchange
Offer is consummated existing Commission interpretations are changed such that
the Exchange Securities received by holders other than Restricted Holders in
the Exchange Offer for Registrable Securities are not or would not be, upon
receipt, transferable by each such holder without restriction under the
Securities Act, (ii) the Exchange Offer has not been completed on or prior to
May 20, 2009, (iii) any Lender so requests with respect to Registrable
Securities not eligible to be exchanged for Exchange Securities in the Exchange
Offer and held by it following consummation of the Exchange Offer or (iv) any
holder (other than a Lender) shall be, and shall notify the Company that such
holder is, prohibited by law or Commission policy from participating in the
Exchange Offer or such holder may not resell the Exchange Securities acquired
in the Exchange Offer to the public without delivering a prospectus and the
prospectus contained in the Exchange Registration Statement is not available for
such resales by such holder (other than in either case (x) due solely to the
status of such holder as an affiliate of the Company within the meaning of the
Securities Act or (y) due to such holder’s inability to make the
representations set forth in the second paragraph of Section 2(b) hereof) and
any such holder so requests, the Company shall, in lieu of (or, in the case of
clauses (iii) and (iv), in addition to) conducting the Exchange Offer
contemplated by Section 2(b), use its commercially reasonable efforts to file
under the Securities Act and cause to become effective as promptly as
reasonably practicable, a Shelf Registration Statement providing for the
registration of, and the sale on a continuous or delayed basis by the holders
of, all of the Registrable Securities (or in the case of clause (iii), the
Registrable Securities held by the Lenders. 
The Company agrees to use its commercially reasonable efforts to
(i) cause the Shelf Registration Statement to become effective on or prior
to April 20, 2009 and to use its commercially reasonable efforts to cause such
Shelf Registration Statement to remain effective for a period ending on the
earlier of the second anniversary of the Closing Date and such shorter period
that will terminate when all the Registrable Securities covered by such Shelf
Registration Statement have been sold pursuant to such Shelf Registration
Statement or are distributed to the public pursuant to Rule 144 or become
eligible for resale pursuant to Rule 144 without volume restriction, if any;
provided, however, that no holder shall be entitled to be named as a selling
securityholder in the Shelf Registration Statement or to use the prospectus
forming a part thereof for resales of Registrable Securities unless such holder
is an Electing Holder, (ii) after the Effective Time of the Shelf Registration
Statement, promptly upon the request of any holder of Registrable Securities
that is not then an Electing Holder, to take any action reasonably necessary to
identify such holder as a selling securityholder in such Shelf Registration
Statement and include any disclosure necessary or advisable in order to comply
with the Securities Act or rules and regulations thereunder; provided, however,
that (x) nothing in this clause (ii) shall relieve any such holder of the
obligation to return 



 I-9
 









a completed and
signed Notice and Questionnaire to the Company in accordance with Section
3(d)(iii) hereof and (y) the Company shall not be required to take any
such action with respect to any such holder more than once every quarter and
(iii) to supplement or make amendments to such Shelf Registration
Statement, as and when required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf
Registration Statement or by the Securities Act or rules and regulations
thereunder for shelf registration, and to furnish to each Electing Holder
copies of any such supplement or amendment promptly following its filing with
the Commission.


Notwithstanding the foregoing, the Company may suspend
the availability of any Shelf Registration Statement (x) for up to an aggregate
of 60 days in any consecutive twelve-month period if (i) such action is
required by applicable law or (ii) such action is taken by the Company in good
faith and for valid business reasons (not including avoidance of the Company’s
obligations hereunder), including the acquisition or divestiture of assets, or
(y) with respect to a Shelf Registration Statement required to be filed due to
a failure to consummate the Exchange Offer within the required time period, if
such action occurs following the consummation of the Exchange Offer.


(d)           In the event that
(i) neither a Shelf Registration Statement or an Exchange Registration
Statement has become effective on or prior to April 20, 2009, or (ii) the
Company elects to file and cause to become effective an Exchange Registration
Statement pursuant to Section 2(b) above and the Exchange Offer has not been
consummated on or prior to May 20, 2009, or (iii) if a Shelf Registration
Statement required to be filed under Section 2(c) hereof has not become
effective on or prior to April 20, 2009, or (iv) if any Shelf Registration
Statement filed pursuant to Section 2(a) or Section 2(c) is filed and has
become effective, and during the period the Company is required to use its
commercially reasonable efforts to cause such Shelf Registration Statement to
remain effective, (x) the Company shall have suspended the Shelf Registration
Statement pursuant to Section 2(a) or Section 2(c) hereof for more than 60 days
in the aggregate in any consecutive twelve-month period and be continuing to
suspend the availability of such Shelf Registration Statement or (y) the Shelf
Registration Statement shall cease to be effective (other than by action of the
Company pursuant to the second paragraph of Section 2(a) or Section 2(c)  hereof) without being replaced within 90 days
by a shelf registration statement that is filed and becomes effective (each
such event referred to in clauses (i) through (iv), a “Registration Default”
and each period during which a Registration Default has occurred and is
continuing, a “Registration Default Period”), then, as liquidated
damages for such Registration Default, subject to the provisions of Section
8(b), special interest (“Special Interest”), in addition to the Base
Interest, shall accrue on Registrable Securities for the Registration Default
Period (but only with respect to one Registration Default at any particular
time) until such time as all Registration Defaults have been cured at a per
annum rate of 0.25% for the first 90 days of the Registration Default Period,
which rate shall increase by an additional 0.25% during each subsequent 90-day
period, up to a maximum of 0.50% regardless of the number of Registration
Defaults that shall have occurred and be continuing. Following the cure of all
Registration Defaults, the accrual of Special Interest will cease. A 



 I-10
 









Registration
Default under clause (iii) or (iv) will be deemed cured upon consummation of
the Exchange Offer in the case of a Shelf Registration Statement required to be
filed due to a failure to consummate the Exchange Offer within the required
time period.


(e)           If during the 90 day
period referenced in the final sentence of the first paragraph of Section 2(b)
hereof any Exchange Offer Registration Statement is suspended by the Company or
ceases to be effective such that any broker-dealer that (i) receives Exchange
Securities in the Exchange Offer and (ii) is subject to prospectus delivery
requirements cannot fulfill such requirements, the Company shall pay liquidated
damages to such broker-dealers in an amount calculated in a manner consistent
with that specified above with respect to Registration Defaults.


(f)            The Company shall
take all actions reasonably necessary or advisable to be taken by it to ensure
that the transactions contemplated herein are effected as so contemplated,
including all actions necessary or desirable to register the Guarantees (if
any) under the registration statement contemplated in Section 2(a), 2(b) or
2(c) hereof, as applicable.


(g)           Any reference herein
to a registration statement as of any time shall be deemed to include any
document incorporated, or deemed to be incorporated, therein by reference as of
such time and any reference herein to any post-effective amendment to a
registration statement as of any time shall be deemed to include any document
incorporated, or deemed to be incorporated, therein by reference as of such
time.


3.             Registration Procedures.


If the Company files a registration statement pursuant
to Section 2(a), 2(b) or 2(c), the following provisions shall apply:


(a)           At or before the
Effective Time of the Exchange Offer or the Shelf Registration, as the case may
be, the Company shall qualify the Indenture under the Trust Indenture Act.


(b)           In the event that
such qualification would require the appointment of a new trustee under the
Indenture, the Company shall appoint a new trustee thereunder pursuant to the
applicable provisions of the Indenture.


(c)           If the Company elects
to file an Exchange Registration Statement pursuant to Section 2(b) above, in
connection with the Company’s obligations with respect to the registration of
Exchange Securities as contemplated by Section 2(b) (the “Exchange
Registration”), the Company shall:


(i)            use
its commercially reasonable efforts to prepare and file with the Commission an
Exchange Registration Statement on any form which may be utilized by the
Company and which shall permit the Exchange Offer and resales 



 I-11
 









of Exchange Securities by broker-dealers during the Resale Period to be
effected as contemplated by Section 2(b), and use its commercially reasonable
efforts to cause such Exchange Registration Statement to become effective on or
prior to April 20, 2009;


(ii)           prepare
and file with the Commission such amendments and supplements to such Exchange
Registration Statement and the prospectus included therein as may be necessary
to effect and maintain the effectiveness of such Exchange Registration
Statement for the periods and purposes contemplated in Section 2(b) hereof and
as may be required by the applicable rules and regulations of the Commission
and the instructions applicable to the form of such Exchange Registration
Statement, and promptly provide each broker-dealer holding Exchange Securities
with such number of copies of the prospectus included therein (as then amended
or supplemented), in conformity in all material respects with the requirements
of the Securities Act and the rules and regulations of the Commission
thereunder, as such broker-dealer reasonably may request prior to the
expiration of the Resale Period, for use in connection with resales of Exchange
Securities;


(iii)          promptly
notify each broker-dealer that has requested or received copies of the
prospectus included in such registration statement, and confirm such advice in
writing, (A) when such Exchange Registration Statement or the prospectus
included therein or any prospectus amendment or supplement or post-effective
amendment has been filed, and, with respect to such Exchange Registration
Statement or any post-effective amendment, when the same has become effective,
(B) of any request by the Commission for amendments or supplements to such
Exchange Registration Statement or prospectus or for additional information, (C)
of the issuance by the Commission of any stop order suspending the
effectiveness of such Exchange Registration Statement or the initiation of any
proceedings for that purpose, (D) of the receipt by the Company of any
notification with respect to the suspension of the qualification of the
Exchange Securities for sale in any jurisdiction or the initiation of any
proceeding for such purpose, or (E) at any time during the Resale Period when a
prospectus is required to be delivered under the Securities Act, that such
Exchange Registration Statement, prospectus, prospectus amendment or supplement
or post-effective amendment does not conform in all material respects to the
applicable requirements of the Securities Act and the rules and regulations of
the Commission thereunder or contains an untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing;


(iv)          in
the event that the Company would be required, pursuant to Section 3(c)(iii)(E)
above, to notify any broker-dealers holding Exchange Securities, use its
commercially reasonable efforts to prepare and furnish as soon as practicable
to each such broker-dealer a reasonable number of copies of a prospectus
supplemented or amended so that, as thereafter delivered to purchasers 



 I-12
 









of such Exchange Securities during the Resale Period, such prospectus
shall conform in all material respects to the applicable requirements of the Securities
Act and the rules and regulations of the Commission thereunder and shall not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing;


(v)           use
its commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of such Exchange Registration Statement or any
post-effective amendment thereto at the earliest practicable date;


(vi)          use
its commercially reasonable efforts to (A) register or qualify the Exchange
Securities under the state securities laws or blue sky laws of such U.S.
jurisdictions as any participating holder of the Registrable Securities
reasonably requests in writing no later than the commencement of the Exchange
Offer, (B) keep such registrations or qualifications in effect and comply with
such laws so as to permit the continuance of offers, sales and dealings therein
in such jurisdictions until the expiration of the Resale Period and (C) take
any and all other actions as may be reasonably necessary to enable each
broker-dealer holding Exchange Securities to consummate the disposition thereof
in such jurisdictions; provided, however, that the Company shall not be
required for any such purpose to (1) qualify as a foreign corporation in any
jurisdiction wherein it would not otherwise be required to qualify but for the
requirements of this Section 3(c)(vi), (2) consent to general service of
process in any such jurisdiction or (3) make any changes to its certificate of
incorporation, by-laws or other organizational document, or any agreement
between it and any of its equityholders;


(vii)         provide
a CUSIP number for all Exchange Securities, not later than the consummation of
the Exchange Offer; and


(viii)        comply
in all material respects with all applicable rules and regulations of the
Commission, and make generally available to its securityholders as soon as
practicable but no later than eighteen months after the effective date of such
Exchange Registration Statement, an earning statement of the Company and its
subsidiaries complying with Section 11(a) of the Securities Act (including, at
the option of the Company, Rule 158 thereunder).


(d)           In connection with the
Company’s obligations with respect to any Shelf Registration, the Company
shall:


(i)            use
its commercially reasonable efforts to prepare and file with the Commission, as
promptly as reasonably practicable, a Shelf Registration Statement on any form
which may be utilized by the Company and which shall register all of the
Registrable Securities (or in the case of a Shelf Registration Statement filed
pursuant to Section 2(c)(iii), the Registrable Securities held by the 



 I-13
 









Lenders) for resale by the holders thereof in accordance with such
method or methods of disposition as may be specified in the applicable Notice
and Questionnaire by such of the holders as, from time to time, may be Electing
Holders and use its commercially reasonable efforts to cause such Shelf
Registration Statement to become effective within the time periods specified in
Section 2(a) or (c), as applicable;


(ii)           not
less than 15 calendar days prior to the Effective Time of the Shelf
Registration Statement, mail the Notice and Questionnaire to the holders of
Registrable Securities; no holder shall be entitled to be named as a selling
securityholder in the Shelf Registration Statement as of the Effective Time,
and no holder shall be entitled to use the prospectus forming a part thereof
for resales of Registrable Securities at any time, unless such holder has
returned a completed and signed Notice and Questionnaire to the Company by the
deadline for response set forth therein; provided, however, holders of
Registrable Securities shall have at least 13 calendar days from the date on
which the Notice and Questionnaire is first mailed to such holders to return a
completed and signed Notice and Questionnaire to the Company;


(iii)          after
the Effective Time of the Shelf Registration Statement, upon the request of any
holder of Registrable Securities that is not then an Electing Holder, promptly
send a Notice and Questionnaire to such holder; provided that the Company shall
not be required to take any action to name such holder as a selling
securityholder in the Shelf Registration Statement or to enable such holder to
use the prospectus forming a part thereof for resales of Registrable Securities
until such holder has returned a completed and signed Notice and Questionnaire
to the Company;


(iv)          as
soon as practicable prepare and file with the Commission such amendments and
supplements to such Shelf Registration Statement and the prospectus included
therein as may be necessary to effect and maintain the effectiveness of such
Shelf Registration Statement for the period specified in Section 2(a) or 2(c)
hereof and as may be required by the applicable rules and regulations of the
Commission and the instructions applicable to the form of such Shelf
Registration Statement, and furnish to the Electing Holders copies of any such
supplement or amendment as soon as practicable following its filing with the
Commission; provided that, notwithstanding the foregoing, the Company may
suspend the availability of any Shelf Registration Statement (x) for up to an
aggregate of 60 days in any consecutive twelve-month period if (i) such action
is required by applicable law or (ii) such action is taken by the Company in
good faith and for valid business reasons (not including avoidance of the
Company’s obligations hereunder), including the acquisition or divestiture of
assets, or (y) with respect to a Shelf Registration Statement required to be
filed due to a failure to consummate an Exchange Offer within the required time
period, if such action occurs following the consummation of the Exchange Offer;



 I-14
 









(v)           comply
in all material respects with the provisions of the Securities Act with respect
to the disposition of all of the Registrable Securities covered by such Shelf
Registration Statement in accordance with the intended methods of disposition
by the Electing Holders provided for in such Shelf Registration Statement;


(vi)          for
a reasonable period prior to the filing of such Shelf Registration Statement,
and throughout the period specified in Section 2(a) or 2(c), as applicable,
make reasonably available at reasonable times at the Company’s principal place
of business or such other reasonable place for inspection by a representative
of, and not more than one counsel acting for, Electing Holders holding at least
a majority in aggregate principal amount of the Registrable Securities at the
time outstanding (the “Majority Electing Holders”) and any underwriter
participating in the distribution of the Registrable Securities being sold
(including any person who may be deemed an underwriter within the meaning of
Section 2(a)(ii) of the Securities Act) such relevant financial and other
pertinent information and books and records of the Company, and use its
commercially reasonable efforts to cause the officers, employees, counsel and
independent certified public accountants of the Company to respond to such
inquiries, as shall be reasonably necessary to conduct a reasonable
investigation within the meaning of Section 11 of the Securities Act; provided,
however, that the foregoing investigation and information gathering shall be
coordinated on behalf of all such parties by one counsel designated by and on
behalf of all such parties and provided, further, that each such party shall be
required (pursuant to an agreement in form and substance reasonably
satisfactory to the Company) to maintain in confidence and not to disclose to
any other person any information or records reasonably designated by the
Company as being confidential, until such time as (A) such information becomes
a matter of public record (whether by virtue of its inclusion in such
registration statement or otherwise except as a result of a breach of this or
any other obligation of confidentiality to the Company known to such party), or
(B) such person shall be required so to disclose such information pursuant to a
subpoena or order of any court or other governmental agency or body having
jurisdiction over the matter or any such court, agency or body requests such
information from such person in connection with any examination, review or investigation
(subject to the requirements of such order, subpoena or request, and only after
such person shall have given the Company prompt prior written notice of such
requirement so that the Company, at its expense, may undertake appropriate
action to prevent disclosure of such information or records) or such disclosure
is necessary in the opinion of counsel to establish a reasonable investigation
within the meaning of Section 11 of the Securities Act in connection with any
such subpoena, order, examination, review or investigation, or (C) such
information is required to be set forth in such Shelf Registration Statement or
the prospectus included therein or in an amendment to such Shelf Registration
Statement or an amendment or supplement to such prospectus in order that such
Shelf Registration Statement, prospectus, 



 I-15
 









amendment or supplement, as the case may be, complies with applicable
requirements of the federal securities laws and the rules and regulations of
the Commission and does not contain an untrue statement of a material fact or
omit to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing;


(vii)         promptly
notify each of the Electing Holders and any managing underwriter thereof and
confirm such advice in writing, (A) when such Shelf Registration Statement or
the prospectus included therein or any prospectus amendment or supplement or
post-effective amendment or related Issuer Free Writing Prospectus, has been
filed, and, with respect to such Shelf Registration Statement or any
post-effective amendment, when the same has become effective, (B) of any
request by the Commission for amendments or supplements to such Shelf
Registration Statement or prospectus or related Issuer Free Writing Prospectus,
or for additional information, (C) of the issuance by the Commission of any
stop order suspending the effectiveness of such Shelf Registration Statement or
the initiation of any proceedings for that purpose, (D) of the receipt by the
Company of any notification with respect to the suspension of the qualification
of the Registrable Securities for sale in any jurisdiction or the initiation of
any proceeding for such purpose or (E) if at any time when a prospectus is
required to be delivered under the Securities Act, that such Shelf Registration
Statement, prospectus, prospectus amendment or supplement or post-effective
amendment does not conform in all material respects to the applicable
requirements of the Securities Act and the rules and regulations of the
Commission thereunder or contains an untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing;


(viii)        use
its commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of such registration statement or any
post-effective amendment thereto at the earliest practicable date;


(ix)           if
requested by any managing underwriter or the Majority Electing Holders,
promptly incorporate in a prospectus supplement or post-effective amendment
such information as is required by the applicable rules and regulations of the
Commission and as such managing underwriter or such Majority Electing Holders
shall specify should be included therein relating to the terms of the sale of
such Registrable Securities, including information with respect to the
principal amount of Registrable Securities being sold by such Majority Electing
Holders or to any underwriters, the names and descriptions of such Majority
Electing Holders or underwriters, the offering price of such Registrable
Securities and any discount, commission or other compensation payable in respect
thereof, the purchase price being paid therefor by such underwriters and with
respect to any other terms of the offering of the Registrable Securities to be
sold by such Majority Electing Holders or to such underwriters; and make all
required filings of such prospectus supplement or post-effective amendment as
soon as practicable 



 I-16
 









after notification of the matters to be incorporated in such prospectus
supplement or post-effective amendment;


(x)            furnish
to each Electing Holder, and each underwriter, if any, thereof such number of
copies of such Shelf Registration Statement (excluding exhibits thereto and
documents incorporated by reference therein) and of the prospectus included in
such Shelf Registration Statement (including each preliminary prospectus), and
any related Issuer Free Writing Prospectus, in conformity in all material
respects with the applicable requirements of the Securities Act and the rules
and regulations of the Commission thereunder, as such Electing Holder and
underwriter, if any, may reasonably request in order to facilitate the offering
and disposition of the Registrable Securities owned by such Electing Holder or
underwritten by such underwriter and to permit such Electing Holder and
underwriter, if any, to satisfy the prospectus delivery requirements of the
Securities Act; and the Company hereby consents to the use of such prospectus
(including such preliminary prospectus) and any amendment or supplement thereto
and any related Issuer Free Writing Prospectus, by each such Electing Holder
and by any such underwriter, in each case in the form most recently provided to
such person by the Company, in connection with the offering and sale of the
Registrable Securities covered by the prospectus (including such preliminary
prospectus) or any supplement or amendment thereto;


(xi)           use
its commercially reasonable efforts to (A) register or qualify the Registrable
Securities to be included in such Shelf Registration Statement under such state
securities laws or blue sky laws of such U.S. jurisdictions as any Electing
Holder and managing underwriter, if any, thereof shall reasonably request, (B)
keep such registrations or qualifications in effect and comply with such laws
so as to permit the continuance of offers, sales and dealings therein in such
jurisdictions during the period the Shelf Registration is required to remain
effective under Section 2(a) or 2(c) above and for so long as may be necessary
to enable any such Electing Holder or underwriter to complete its distribution
of Securities pursuant to such Shelf Registration Statement and (C) take any
and all other actions as may be reasonably necessary to enable each such
Electing Holder and underwriter, if any, to consummate the disposition in such
jurisdictions of such Registrable Securities; provided, however, that the
Company shall not be required for any such purpose to (1) qualify as a foreign
corporation in any jurisdiction wherein it would not otherwise be required to
qualify but for the requirements of this Section 3(d)(xi), (2) consent to
general service of process in any such jurisdiction or (3) make any changes to
its certificate of incorporation, by-laws or other organizational document, or
any agreement between it and any of its equityholders;


(xii)          unless
any Registrable Securities shall be in book-entry only form, cooperate with the
Electing Holders and the managing underwriters, if any, to facilitate the
timely preparation and delivery of certificates representing Registrable
Securities to be sold, which certificates shall not bear any restrictive



 I-17















legends; and, in the case of an underwritten offering, enable such
Registrable Securities to be in such denominations and registered in such names
as the managing underwriter may request a reasonable amount of time prior to
any sale of the Registrable Securities;


(xiii)         provide
a CUSIP number for all Registrable Securities, not later than the applicable
Effective Time;


(xiv)        enter
into one or more underwriting agreements in customary form, including customary
provisions relating to indemnification and contribution, and use its
commercially reasonable efforts to take such other actions, if any, in
connection therewith as any Electing Holders aggregating at least 20% in
aggregate principal amount of the Registrable Securities at the time
outstanding shall reasonably request in order to expedite or facilitate the
disposition of such Registrable Securities;


(xv)         if
requested by the Majority Electing Holders or if the offering contemplated by
the Shelf Registration is an underwritten offering, use its commercially
reasonable efforts to (A) make such representations and warranties to the
Electing Holders and the underwriters, if any, thereof in form, substance and
scope as are customarily made in connection with an offering of debt securities
pursuant to any underwriting agreement; (B) obtain an opinion of counsel to the
Company in customary form subject to customary limitations, assumptions and
exclusions and covering such matters, of the type customarily covered by such
an opinion, as the managing underwriters, if any, or as any Electing Holders of
at least 20% in aggregate principal amount of the Registrable Securities at the
time outstanding may reasonably request, addressed to the Electing Holders and
the underwriters, if any, thereof and dated the effective date of such Shelf
Registration Statement (and if such Shelf Registration Statement contemplates
an underwritten offering of a part or all of the Registrable Securities, dated
the date of the closing under the underwriting agreement relating thereto); (C)
obtain a “cold comfort” letter or letters from the independent certified public
accountants of the Company addressed to the selling Electing Holders or the
underwriters, if any, thereof, dated (i) the effective date of such Shelf
Registration Statement and (ii) if such Shelf Registration Statement
contemplates an underwritten offering, dated the date of the closing under the
underwriting agreement relating thereto, such letter or letters to be in
customary form and covering such matters of the type customarily covered by
letters of such type, subject to receipt of appropriate documentation as
contemplated, and only if permitted, by Statement of Auditing Standards No. 72;
and (D) deliver such customary documents and certificates, including officers’
certificates, as may be reasonably requested by the Majority Electing Holders
and the managing underwriters, if any, thereof;


(xvi)        notify
in writing each holder of Registrable Securities of any proposal by the Company
to amend or waive any provision of this Exchange and



 I-18
 









Registration Rights Agreement pursuant to Section 8(h) hereof and of
any amendment or waiver effected pursuant thereto, each of which notices shall
contain the text of the amendment or waiver proposed or effected, as the case
may be;


(xvii)       in
the event that any broker-dealer registered under the Exchange Act shall
underwrite any Registrable Securities or participate as a member of an
underwriting syndicate (within the meaning of the Conduct Rules (the “Conduct
Rules”) of the National Association of Securities Dealers, Inc. (“NASD”)
or any successor thereto, as amended from time to time) thereof as an
underwriter, use commercially reasonable efforts to provide information to
assist such broker-dealer in complying with the requirements of such Conduct
Rules;


(xviii)      comply
in all material respects with all applicable rules and regulations of the
Commission, and make generally available to its securityholders as soon as
practicable but in any event not later than eighteen months after the effective
date of such Shelf Registration Statement, an earning statement of the Company
and its subsidiaries complying with Section 11(a) of the Securities Act
(including, at the option of the Company, Rule 158 thereunder);


(xix)         take
all reasonable action to ensure that any Issuer Free Writing Prospectus
utilized in connection with any registration covered by Section 3(d) is filed
in accordance with the Securities Act to the extent required thereby and, when
taken together with the related prospectus, prospectus supplement and related
documents, will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statement therein, in light of the
circumstances under which they were made, not misleading; and


(xx)          so
long as any Registrable Securities remain outstanding, cause each additional
Guarantor to execute a counterpart to this Agreement in the form attached
hereto as Annex A and to deliver such counterpart to the Lenders no later than
five business days following the execution thereof.


(e)           In the event that
the Company would be required, pursuant to Section 3(d)(vii)(E) above, to
notify the Electing Holders and the managing underwriters, if any, thereof, the
Company shall as soon as practicable prepare and furnish to each of the
Electing Holders and to each such underwriter, if any, a reasonable number of
copies of a prospectus supplemented or amended so that, as thereafter delivered
to purchasers of Registrable Securities, such prospectus shall conform in all
material respects to the applicable requirements of the Securities Act and the
rules and regulations of the Commission thereunder and shall not contain an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing. 
Each broker-dealer and Electing Holder agrees that upon receipt of any
notice from the Company pursuant to Section 3(c)(iii)(E) or Section
3(d)(vii)(E) hereof, such broker-dealer or Electing Holder shall forthwith
discontinue the disposition of Registrable



 I-19
 









Securities
pursuant to the Exchange Registration Statement or Shelf Registration Statement
applicable to such Registrable Securities until such broker-dealer or Electing
Holder shall have received copies of such amended or supplemented prospectus,
and if so directed by the Company, such broker-dealer or Electing Holder shall
deliver to the Company (at the Company’s expense) all copies, other than
permanent file copies, then in such broker-dealer’s or Electing Holder’s
possession of the prospectus covering such Registrable Securities at the time
of receipt of such notice.


(f)            In the event of a
Shelf Registration, in addition to the information required to be provided by
each Electing Holder in its Notice and Questionnaire, the Company may require
such Electing Holder to furnish to the Company such additional information
regarding such Electing Holder and such Electing Holder’s intended method of
distribution of Registrable Securities as may be required in order to comply
with the Securities Act.  Each such
Electing Holder agrees to notify the Company as promptly as practicable of any
inaccuracy or change in information previously furnished by such Electing
Holder to the Company or of the occurrence of any event in either case as a
result of which any prospectus relating to such Shelf Registration contains or
would contain an untrue statement of a material fact regarding such Electing
Holder or such Electing Holder’s intended method of disposition of such
Registrable Securities or omits to state any material fact regarding such
Electing Holder or such Electing Holder’s intended method of disposition of
such Registrable Securities required to be stated therein or necessary to make
the statements therein not misleading in light of the circumstances then
existing, and promptly to furnish to the Company any additional information
required to correct and update any previously furnished information or required
so that such prospectus shall not contain, with respect to such Electing Holder
or the disposition of such Registrable Securities, an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing.


4.             Registration Expenses.


The Company agrees to bear and to pay or cause to be
paid promptly all expenses incident to the Company’s performance of or
compliance with this Exchange and Registration Rights Agreement, including (a)
all Commission and any NASD registration, filing and review fees and expenses
including the reasonable fees and disbursements of counsel for the
underwriters, if any, in connection with such registration, filing and review, (b)
all fees and expenses in connection with the qualification of the Securities
for offering and sale under the State securities and blue sky laws referred to
in Sections 3(c)(vi) and 3(d)(xi) hereof and determination of their eligibility
for investment under the laws of such jurisdictions as any managing
underwriters or the Electing Holders may reasonably designate, including the
reasonable fees and disbursements of counsel for the Electing Holders or
underwriters in connection with such qualification and determination, (c) all
expenses relating to the preparation, printing, production, distribution and
reproduction of each registration statement required to be filed hereunder,
each prospectus included therein or prepared for distribution pursuant hereto, each
amendment or supplement to the foregoing, any related Issuer Free



 I-20
 









Writing Prospectus, the expenses of preparing the
Securities for delivery and the expenses of printing or producing any
underwriting agreements, agreements among underwriters, selling agreements and
blue sky or legal investment memoranda and all other documents in connection
with the offering, sale or delivery of Securities to be disposed of (including
certificates representing the Securities), (d) messenger, telephone and
delivery expenses relating to the offering, sale or delivery of Securities and
the preparation of documents referred in clause (c) above, (e) reasonable fees
and expenses of the Trustee under the Indenture, any agent of the Trustee and
any counsel for the Trustee and of any collateral agent or custodian, (f)
internal expenses (including all salaries and expenses of the Company’s
officers and employees performing legal or accounting duties), (g) fees,
disbursements and expenses of counsel of the Company and independent certified
public accountants of the Company (including the expenses of any opinions or “cold
comfort” letters required by or incident to such performance and compliance),
(h) reasonable fees, disbursements and expenses of any “qualified independent
underwriter” engaged pursuant to Section 3(d)(xvii) hereof, (i) the reasonable
fees, disbursements and expenses of one counsel for the Electing Holders
retained in connection with a Shelf Registration, as selected by the Electing
Holders of at least a majority in aggregate principal amount of the Registrable
Securities held by Electing Holders (which counsel shall be reasonably
satisfactory to the Company), (j) any fees charged by securities rating
services for rating the Securities, and (k) fees, expenses and disbursements of
any other persons, including special experts, retained by the Company in
connection with such registration (collectively, the “Registration Expenses”).  To the extent that any Registration Expenses
are incurred, assumed or paid by any holder of Registrable Securities or any
placement or sales agent therefor or underwriter thereof, the Company shall
reimburse such person for the full amount of the Registration Expenses so
incurred, assumed or paid promptly after receipt of a request therefor.  Notwithstanding the foregoing, the holders of
the Registrable Securities being registered shall pay all agency fees and
commissions and underwriting discounts and commissions attributable to the sale
of such Registrable Securities and the fees and disbursements of any counsel or
other advisors or experts retained by such holders (severally or jointly),
other than the counsel and experts specifically referred to above.


5.             Indemnification,
Contribution.


(a)           The Company and each
Guarantor, jointly and severally, agree to indemnify and hold harmless each of
the broker-dealers whose Registrable Securities are included in an Exchange
Registration Statement (including each of the broker-dealers who delivers a
prospectus contained in an Exchange Registration Statement during the Resale
Period), each Electing Holder whose Registrable Securities are included in a
Shelf Registration Statement, the respective affiliates, directors and officers
of each such broker-dealer and Electing Holder and each person, if any, who controls
any such Electing Holder, or such broker-dealer within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act as follows:


(i)            against
any and all loss, liability, claim, damage and expense whatsoever, as incurred,
arising out of any untrue statement or alleged untrue



 I-21
 









statement of a material fact contained in any Exchange Registration
Statement or Shelf Registration Statement, as the case may be, or any amendment
or supplement thereto, pursuant to which Exchange Securities or Registrable
Securities were registered under the Securities Act, including all documents
incorporated therein by reference, or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to make
the statements therein not misleading, or arising out of any untrue statement
or alleged untrue statement of a material fact contained in any prospectus
contained in any such Exchange Registration Statement or Shelf Registration
Statement, as the case may be, or any amendment or supplement thereto, or in
any Issuer Free Writing Prospectus (when taken together with the related
prospectus, prospectus supplement and related documents) related thereto, or
the omission or alleged omission therefrom of a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading;


(ii)           against
any and all loss, liability, claim, damage and expense whatsoever, as incurred,
to the extent of the aggregate amount paid in settlement of any litigation, or
any investigation or proceeding by any governmental agency or body, commenced
or threatened, or of any claim whatsoever based upon any such untrue statement
or omission, or any such alleged untrue statement or omission; provided
that any such settlement is effected with the prior written consent of the
Company; and


(iii)          against
any and all expense whatsoever, as incurred (including the reasonable fees and
disbursements of counsel chosen by any indemnified party), reasonably incurred
in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission, to the extent that
any such expense is not paid under subparagraph (i) or (ii) above;


provided, however,
that the Company shall not be liable to any such person to the extent such
loss, liability, claim, damage or expense arises out of any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
such person expressly for use in an Exchange Registration Statement or Shelf
Registration Statement (or any amendment thereto), any related prospectus (or
any amendment or supplement thereto), or any Issuer Free Writing Prospectus
related thereto.


(b)           Each Electing
Holder, severally, but not jointly, agrees to (i) indemnify and hold harmless
the Company, the Guarantors and the other Electing Holders, and each of their
respective directors and officers, and each person, if any, who controls the
Company, the Guarantors or any other Electing Holder within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act, against any
and all loss, liability, claim, damage and expense described in the indemnity
contained in Section 5(a)



 I-22
 









hereof, as
incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in any Shelf Registration Statement (or
any amendment thereto), or any prospectus included therein (or any amendment or
supplement thereto) or any related Issuer Free Writing Prospectus in reliance
upon and in conformity with written information furnished to the Company by or
on behalf of such Electing Holder expressly for use in the Shelf Registration
Statement (or any amendment thereto) or such prospectus (or any amendment or
supplement thereto) or any related Issuer Free Writing Prospectus, and (ii)
reimburse the Company for any legal or other expenses reasonably incurred by
the Company in connection with investigating or defending any such action or
claim as such expenses are incurred; provided, however, that no
such holder shall be liable for any claims hereunder in excess of the amount of
net proceeds received by such Electing Holder from the sale of Registrable
Securities pursuant to such Shelf Registration Statement.


(c)           Each indemnified party
shall give written notice promptly to each indemnifying party of any action or
proceeding commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve
such indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this
indemnity agreement.  In case any such
action shall be brought against any indemnified party and it shall notify an
indemnifying party of the commencement thereof, such indemnifying party shall
be entitled to participate therein and, to the extent that it shall wish,
jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified party
(who shall not, except with the consent of the indemnified party, be counsel to
the indemnifying party) and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, such
indemnifying party shall not be liable to such indemnified party for any legal
expenses of other counsel or any other expenses, in each case subsequently incurred
by such indemnified party, in connection with the defense thereof other than
reasonable costs of investigation).  To
the extent that an indemnifying party does not assume the defense of any such
action, in no event shall such indemnifying party be liable for the fees and
expenses of more than one counsel (in addition to any local counsel) separate
from its own counsel for all indemnified parties in connection with any one
action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances.  No indemnifying party shall, without the
prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever in respect of which indemnification or
contribution could be sought under this Section 5 (whether or not the
indemnified parties are actual or potential parties thereto), unless such
settlement, compromise or consent (i) includes an unconditional release of each
indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of
any indemnified party.



 I-23
 









(d)           If the
indemnification provided for in this Section 5 is for any reason unavailable to
or insufficient to hold harmless an indemnified party in respect of any losses,
liabilities, claims, damages or expenses referred to therein, then each
indemnifying party shall contribute to the aggregate amount of such losses,
liabilities, claims, damages and expenses incurred by such indemnified party,
as incurred, in such proportion as is appropriate to reflect the relative fault
of the indemnifying party and the indemnified party in connection with the
statements or omissions which resulted in such losses, liabilities, claims,
damages or expenses, as well as any other relevant equitable considerations.


The relative fault of the indemnifying party and the
indemnified party shall be determined by reference to, among other things,
whether any such untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
supplied by such indemnifying party or by such indemnified party and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.


The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 5(d) were determined by pro
rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to above in this Section
5(d).  The aggregate amount of losses,
liabilities, claims, damages and expenses incurred by an indemnified party and
referred to above in this Section 5(d) 
shall be deemed to include any reasonable out-of-pocket legal or other
expenses reasonably incurred by such indemnified party in investigating,
preparing or defending against any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or any
claim whatsoever based upon any such untrue or alleged untrue statement or
omission or alleged omission.


Notwithstanding the provisions of this Section 5(d),
no Electing Holder shall be required to contribute any amount in excess of the
amount by which the dollar amount of the proceeds received by such holder from
the sale of any Registrable Securities exceeds the amount of any damages which
the Electing Holder has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission.


No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.


For purposes of this Section 5(d), each person, if any,
who controls any Electing Holder within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act shall have the same rights to
contribution as such Electing Holder, and each director of the Company, and
each person, if any, who controls the Company within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act shall have the same
rights to contribution as the Company. 
The Electing Holders’ obligation



 I-24
 









in this Section 5(d) to contribute shall be several in
proportion to the principal amount of Registrable Securities registered by them
and not joint.


6.             Underwritten Offerings.


(a)           Selection of
Underwriters.  If any of the
Registrable Securities covered by the Shelf Registration are to be sold
pursuant to an underwritten offering, the managing underwriter or underwriters
thereof shall be designated by Electing Holders holding at least a majority in
aggregate principal amount of the Registrable Securities to be included in such
offering, subject to the consent of the Company (which shall not be
unreasonably withheld or delayed) and such Electing Holders shall be
responsible for all underwriting discounts and commissions in connection
therewith.


(b)           Participation
by Holders.  Each holder of
Registrable Securities hereby agrees with each other such holder that no such
holder may participate in any underwritten offering hereunder unless such
holder (i) agrees to sell such holder’s Registrable Securities on the basis
provided in any underwriting arrangements approved by the persons entitled
hereunder to approve such arrangements and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting arrangements.


7.             Rule 144.


The Company covenants to the holders of Registrable
Securities that to the extent it shall be required to do so under the Exchange
Act, the Company shall timely file the reports required to be filed by it under
the Exchange Act or the Securities Act (including the reports under Section 13
and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144
adopted by the Commission under the Securities Act) and the rules and
regulations adopted by the Commission thereunder, and shall take such further
action as any holder of Registrable Securities may reasonably request, all to
the extent required from time to time to enable such holder to sell Registrable
Securities without registration under the Securities Act within the limitations
of the exemption provided by Rule 144 under the Securities Act, as such Rule
may be amended from time to time, or any similar or successor rule or
regulation hereafter adopted by the Commission. 
Upon the request of any holder of Registrable Securities in connection
with that holder’s sale pursuant to Rule 144, the Company shall deliver to such
holder a written statement as to whether it has complied with such
requirements.  The Company will be deemed
to have satisfied the foregoing requirements if any Parent (as defined in the
Indenture) of the Company files such reports and takes such actions of the
types otherwise so required, in each case within the applicable time periods.


8.             Miscellaneous.


(a)           No
Inconsistent Agreements.  The
Company represents warrants, covenants and agrees that neither it nor any of
its subsidiaries has granted, or shall grant,



 I-25
 









registration
rights with respect to Registrable Securities or any other securities which
would be inconsistent with the terms contained in this Exchange and
Registration Rights Agreement.


(b)           Specific
Performance.  The parties
hereto acknowledge that there would be no adequate remedy at law if the Company
fails to perform any of its obligations hereunder and that the Lenders and the
holders from time to time of the Registrable Securities may be irreparably
harmed by any such failure, and accordingly agree that the Lenders and such
holders, in addition to any other remedy to which they may be entitled at law
or in equity, shall be entitled to compel specific performance of the
obligations of the Company under this Exchange and Registration Rights
Agreement in accordance with the terms and conditions of this Exchange and
Registration Rights Agreement, in any court of the United States or any State
thereof having jurisdiction.


(c)           Notices.  All notices, requests, claims, demands,
waivers and other communications hereunder shall be in writing and shall be
deemed to have been duly given when delivered by hand, if delivered personally
or by courier, or three days after being deposited in the mail (registered or
certified mail, postage prepaid, return receipt requested) as follows: (i) if
to the Company, to it at 860 Ridge Lake Boulevard, Memphis, TN 28120,
Attention: General Counsel, with a copy to David A. Brittenham, Esq. and Peter
J. Loughran, Esq., Debevoise & Plimpton LLP, 919 Third Avenue, New York, NY
10022, (ii) if to a holder, to the address of such holder set forth in the
security register or other records of the Company or to such other address as
the Company or any such holder may have furnished to the other in writing in
accordance herewith, except that notices of change of address shall be
effective only upon receipt, and (iii) if to the Administrative Agent, any of
the Lenders or the Trustee under the Indenture, to it c/o [Trustee’s
name], [Trustee’s address],
Attention: [department]  with
a copy to [Trustee’s counsel].


(d)           Parties in
Interest.  All the terms and
provisions of this Exchange and Registration Rights Agreement shall be binding
upon, shall inure to the benefit of and shall be enforceable by the parties
hereto and the holders from time to time of the Registrable Securities and the
respective successors and assigns of the parties hereto and such holders.  In the event that any transferee of any
holder of Registrable Securities shall acquire Registrable Securities, in any
manner, whether by gift, bequest, purchase, operation of law or otherwise, such
transferee shall, without any further writing or action of any kind, be deemed
a beneficiary hereof for all purposes and such Registrable Securities shall be
held subject to all of the terms of this Exchange and Registration Rights
Agreement, and by taking and holding such Registrable Securities such
transferee shall be entitled to receive the benefits of, and be conclusively
deemed to have agreed to be bound by all of the applicable terms and provisions
of this Exchange and Registration Rights Agreement.  If the Company shall so request, any such
successor, assign or transferee shall agree in writing to acquire and hold the
Registrable Securities subject to all of the applicable terms hereof.



 I-26
 









(e)           Survival.  The respective indemnities, agreements,
representations, warranties and each other provision set forth in this Exchange
and Registration Rights Agreement or made pursuant hereto shall remain in full
force and effect regardless of any investigation (or statement as to the
results thereof) made by or on behalf of any holder of Registrable Securities,
any director, officer or partner of such holder, any agent or underwriter or
any director, officer or partner thereof, or any controlling person of any of
the foregoing, and shall survive delivery of and payment for the Registrable
Securities pursuant to Section 2.5 of the Credit Agreement and the transfer and
registration of Registrable Securities by such holder and the consummation of
an Exchange Offer.


(f)            Governing Law.  This
Exchange and Registration Rights Agreement shall be governed by and construed
in accordance with the laws of the State of New York.


(g)           Headings.  The descriptive headings of the several
Sections and paragraphs of this Exchange and Registration Rights Agreement are
inserted for convenience only, do not constitute a part of this Exchange and
Registration Rights Agreement and shall not affect in any way the meaning or
interpretation of this Exchange and Registration Rights Agreement.


(h)           Entire
Agreement; Amendments.  This
Exchange and Registration Rights Agreement and the other writings referred to
herein (including the Indenture and the form of Securities) or delivered
pursuant hereto which form a part hereof contain the entire understanding of
the parties with respect to its subject matter. 
This Exchange and Registration Rights Agreement supersedes all prior
agreements and understandings between the parties with respect to its subject
matter.  This Exchange and Registration
Rights Agreement may be amended and the observance of any term of this Exchange
and Registration Rights Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively) only by a written
instrument duly executed by the Company and the holders of at least a majority
in aggregate principal amount of the Registrable Securities at the time
outstanding.  Each holder of any
Registrable Securities at the time or thereafter outstanding shall be bound by
any amendment or waiver effected pursuant to this Section 8(h), whether or not
any notice, writing or marking indicating such amendment or waiver appears on
such Registrable Securities or is delivered to such holder.


(i)            Counterparts.  This
Exchange and Registration Rights Agreement may be executed by the parties in
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.


(j)            Guarantors. Each Guarantor who has signed
a signature page hereto agrees to be bound by the provisions of Sections 4 and
5 hereof as if such Guarantor were the Company for purposes of such Sections.



 I-27
 









If the foregoing is in accordance with your
understanding, please sign and return to us six counterparts hereof, and upon
the acceptance hereof by you, this letter and such acceptance hereof shall
constitute a binding agreement between each of the Lenders, the Company and, to
the extent set forth in Section 8(j), the Guarantors.


[Signature Pages Follow]



 I-28















	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE SERVICEMASTER COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [GUARANTORS]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  JPMORGAN CHASE BANK, N.A.

  	
   

  
	
  As Administrative Agent for the Lenders

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


On behalf of each of the
Lenders


















Exhibit A


The ServiceMaster
Company


INSTRUCTION TO DTC
PARTICIPANTS


(Date of Mailing)


URGENT - IMMEDIATE
ATTENTION REQUESTED


DEADLINE FOR
RESPONSE:  [DATE](14)


The Depository Trust Company
(“DTC”) has identified you as a DTC Participant through which beneficial
interests in The ServiceMaster Company (the “Company”) 10.75%/11.50%
Senior Toggle Notes due 2015 (the “Securities”) are held.


The Company is in the
process of registering the Securities under the Securities Act of 1933 for
resale by the beneficial owners thereof. 
In order to have their Securities included in the registration
statement, beneficial owners must complete and return the enclosed Notice of
Registration Statement and Selling Securityholder Questionnaire.


It is important that
beneficial owners of the Securities receive a copy of the enclosed materials as
soon as possible as their rights to have the Securities included in
the registration statement depend upon their returning the Notice and
Questionnaire by [Deadline For Response]. 
Please forward a copy of the enclosed documents to each beneficial owner
that holds interests in the Securities through you.  If you require more copies of the enclosed
materials or have any questions pertaining to this matter, please contact The
ServiceMaster Company, 860 Ridge Lake Boulevard, Memphis, TN 28120.






(14)    Not
less than 28 calendar days from date of mailing.



 I-A-1
 









The
ServiceMaster Company


Notice
of Registration Statement

and

Selling, Securityholder Questionnaire


(Date)


Reference is hereby made to
the Exchange and Registration Rights Agreement (the “Exchange and
Registration Rights Agreement”) among The ServiceMaster Company, a Delaware
corporation (the “Company”), and the Guarantors and Administration Agent
named therein.  Pursuant to the Exchange
and Registration Rights Agreement, the Company has filed with the United States
Securities and Exchange Commission (the “Commission”) a registration
statement on Form [__] (the “Shelf Registration Statement”) for the
registration and resale under Rule 415 of the Securities Act of 1933, as
amended (the “Securities Act”), of the Company’s 10.75%/11.50% Senior
Toggle Notes due 2015 (the “Securities”).  A copy of the Exchange and Registration
Rights Agreement is attached hereto.  All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Exchange and Registration Rights Agreement.


Each beneficial owner of
Registrable Securities (as defined below) is entitled to have the Registrable
Securities beneficially owned by it included in the Shelf Registration
Statement.  In order to have Registrable
Securities included in the Shelf Registration Statement, this Notice of
Registration Statement and Selling Securityholder Questionnaire (“Notice and
Questionnaire”) must be completed, executed and delivered to the Company’s
counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for
Response].  Beneficial owners of
Registrable Securities who do not complete, execute and return this Notice and
Questionnaire by such date (i) will not be named as selling securityholders in
the Shelf Registration Statement and (ii) may not use the Prospectus forming a
part thereof for resales of Registrable Securities.


Certain legal consequences
arise from being named as a selling securityholder in the Shelf Registration
Statement and related Prospectus. 
Accordingly, holders and beneficial owners of Registrable Securities are
advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling securityholder in the Shelf
Registration Statement and related Prospectus.


The term “Registrable
Securities” is defined in the Exchange and Registration Rights Agreement.



 I-A-2
 









ELECTION


The undersigned holder (the “Selling
Securityholder”) of Registrable Securities hereby elects to include in the
Shelf Registration Statement the Registrable Securities beneficially owned by
it and listed below in Item (3).  The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and
conditions of this Notice and Questionnaire and the Exchange and Registration
Rights Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder
were an original party thereto.


Upon any sale of Registrable
Securities pursuant to the Shelf Registration Statement, the Selling
Securityholder will be required to deliver to the Company and Trustee the
Notice of Transfer set forth in Appendix A to the Prospectus and as Exhibit B
to the Exchange and Registration Rights Agreement.


The Selling Securityholder
hereby provides the following information to the Company and represents and
warrants that such information is accurate and complete:



 I-A-3
 









QUESTIONNAIRE


1.                                       (a)                                  Full
Legal Name of Selling Securityholder:


(b)                                 Full
Legal Name of Registered Holder (if not the same as in (a) above) of
Registrable Securities Listed in Item (3) below:


(c)                                  Full
Legal Name of DTC Participant (if applicable and if not the same as (b) above)
Through Which Registrable Securities Listed in Item (3) below are Held:


2.                                       Address
for Notices to Selling Securityholder:


 


 


 


Telephone:


Fax:


Contact Person:


3.                                       Beneficial
Ownership of Securities:


Except
as set forth below in this Item (3), the undersigned does not beneficially own
any Securities.


(a)                                  Principal
amount of Registrable Securities beneficially owned:
                


CUSIP No(s). of
such Registrable Securities:


 


(b)                                 Principal
amount of Securities other than Registrable Securities beneficially owned:


CUSIP No(s). of
such other Securities:


 


(c)                                  Principal
amount of Registrable Securities which the undersigned wishes to be included in
the Shelf Registration Statement:


CUSIP No(s). of
such Registrable Securities to be included in the Shelf Registration Statement:



 I-A-4
 









4.                                       Beneficial
Ownership of Other Securities of the Company:


Except as set forth below in
this Item (4), the undersigned Selling Securityholder is not the beneficial or
registered owner of any other securities of the Company, other than the
Securities listed above in Item (3).


State any exceptions here:


5.                                       Relationships
with the Company:


Except as set forth below,
neither the Selling Securityholder nor any of its affiliates, officers,
directors or principal equity holders (5% or more) has held any position or
office or has had any other material relationship with the Company (or its
predecessors or affiliates) during the past three years.


State any exceptions here:


6.                                       Plan
of Distribution:


Except as set forth below,
the undersigned Selling Securityholder intends to distribute the Registrable
Securities listed above in Item (3) only as follows (if at all):  Such Registrable Securities may be sold from
time to time directly by the undersigned Selling Securityholder or,
alternatively, through underwriters, broker-dealers or agents.  Such Registrable Securities may be sold in
one or more transactions at fixed prices, at prevailing market prices at the
time of sale, at varying prices determined at the time of sale, or at
negotiated prices.  Such sales may be
effected in transactions (which may involve crosses or block transactions) (i)
on any national securities exchange or quotation service on which the
Registered Securities may be listed or quoted at the time of sale, (ii) in the
over-the-counter market, (iii) in transactions otherwise than on such exchanges
or services or in the over-the-counter market, or (iv) through the writing of
options.  In connection with sales of the
Registrable Securities or otherwise, the Selling Securityholder may enter into
hedging transactions with broker-dealers, which may in turn engage in short
sales of the Registrable Securities in the course of hedging the positions they
assume.  The Selling Securityholder may
also sell Registrable Securities short and deliver Registrable Securities to
close out such short positions, or loan or pledge Registrable Securities to
broker-dealers that in turn may sell such securities.


State any exceptions here:


By
signing below, the Selling Securityholder acknowledges that it understands its
obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.



 I-A-5
 









In
the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and obligations
under this Notice and Questionnaire and the Exchange and Registration Rights
Agreement.


By
signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus.  The Selling
Securityholder understands that such information will be relied upon by the
Company in connection with the preparation of the Shelf Registration Statement and
related Prospectus.


In
accordance with the Selling Securityholder’s obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any
inaccuracies or changes in the information provided herein which may occur
subsequent to the date hereof at any time while the Shelf Registration
Statement remains in effect.  All notices
hereunder and pursuant to the Exchange and Registration Rights Agreement shall
be made in writing, by hand delivery, first-class mail, or air courier
guaranteeing overnight delivery as follows:


(i)                                     To
the Company:


The ServiceMaster
Company

860 Ridge Lake Boulevard

Memphis, TN 38120

Attention:  General Counsel


(ii)                                  With
a copy to:


David A.
Brittenham, Esq. and

Peter J. Loughran, Esq.

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022


Once
this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company’s counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above).  This Agreement shall be governed in all
respects by the laws of the State of New York.



 I-A-6
 









IN
WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by
its duly authorized agent.


	
  Dated:

  
	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


Selling Securityholder


(Print/type full legal name of beneficial owner of
Registrable Securities)


 


	
  

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
						



 



 I-A-7
 









PLEASE RETURN THE COMPLETED
AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE FOR
RESPONSE] TO THE COMPANY’S COUNSEL AT:


David A.
Brittenham, Esq. and

Peter J. Loughran, Esq.

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022



 I-A-8















Exhibit B


NOTICE OF TRANSFER
PURSUANT TO REGISTRATION STATEMENT


[Wells Fargo Bank,
National Association]

The ServiceMaster Company

[c/o Wells Fargo Bank, National Association

213 Court Street, Suite 703

Middletown, Connecticut 06457]


Attention:  Trust Officer


	
  Re:

  	
  The ServiceMaster Company (the “Company”)

  
	
   

  	
  10.75%/11.50% Senior Toggle Notes due 2015

  



 


Dear Sirs:


Please be advised that                               
has transferred $                
aggregate principal amount of the above-referenced Notes pursuant to an
effective Registration Statement on Form [            ]
(File No. 333-               )
filed by the Company.


We hereby certify that the
prospectus delivery requirements, if any, of the Securities Act of 1933, as
amended, have been satisfied and that the above-named beneficial owner of the
Notes is named as a “Selling Holder” in the Prospectus dated           
or in supplements thereto, and that the aggregate principal amount of the Notes
transferred are the Notes listed in such Prospectus opposite such owner’s name.


	
  Dated:

  	
   

  
	
   

  	
   

  
	
  Very truly yours,

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Name)

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  (Authorized Signature)

  	
   

  	
   

  



 



 I-B-1















Annex A


Counterpart to Exchange
and Registration Rights Agreement


The undersigned hereby
absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined
in the Exchange and Registration Rights Agreement, dated as of
[                          ],
200[7][8] by and among the Company, a Delaware corporation, the guarantors
party thereto and JPMorgan Chase Bank, N.A., on behalf of itself and the other
Lenders and other holders of Registrable Securities) to be bound by the terms
and provisions of such Exchange and Registration Rights Agreement.


IN WITNESS WHEREOF, the
undersigned has executed this counterpart as of                               .


	
   

  	
  [NAME]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: