Exhibit 10.11




 





GUARANTEE AGREEMENT


with respect to the Senior Interim Loan Credit
Agreement


made by


SUBSIDIARIES of

THE SERVICEMASTER COMPANY


in favor of


JPMORGAN CHASE BANK, N.A.

as Administrative Agent


Dated as of July 24, 2007




 





















TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1

  	
  DEFINED TERMS

  	
   

  	
  2

  
	
  1.1

  	
   

  	
  Definitions

  	
   

  	
  2

  
	
  1.2

  	
   

  	
  Other Definitional Provisions

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2

  	
  GUARANTEE

  	
   

  	
  3

  
	
  2.1

  	
   

  	
  Guarantee

  	
   

  	
  3

  
	
  2.2

  	
   

  	
  Continuing Guarantees

  	
   

  	
  5

  
	
  2.3

  	
   

  	
  Release of Subsidiary Guarantees

  	
   

  	
  5

  
	
  2.4

  	
   

  	
  Waiver of Subrogation

  	
   

  	
  6

  
	
  2.5

  	
   

  	
  Notation Not Required

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3

  	
  MISCELLANEOUS

  	
   

  	
  6

  
	
  3.1

  	
   

  	
  Amendments in Writing

  	
   

  	
  6

  
	
  3.2

  	
   

  	
  Notices

  	
   

  	
  6

  
	
  3.3

  	
   

  	
  No Waiver by Course of Conduct; Cumulative Remedies

  	
   

  	
  7

  
	
  3.4

  	
   

  	
  Successors and Assigns

  	
   

  	
  7

  
	
  3.5

  	
   

  	
  Counterparts

  	
   

  	
  7

  
	
  3.6

  	
   

  	
  Severability

  	
   

  	
  7

  
	
  3.7

  	
   

  	
  Section Headings

  	
   

  	
  7

  
	
  3.8

  	
   

  	
  Integration

  	
   

  	
  7

  
	
  3.9

  	
   

  	
  GOVERNING LAW

  	
   

  	
  7

  
	
  3.10

  	
   

  	
  Submission to Jurisdiction; Waivers

  	
   

  	
  7

  
	
  3.11

  	
   

  	
  WAIVER OF JURY TRIAL

  	
   

  	
  8

  
	
  3.12

  	
   

  	
  Additional Subsidiary Guarantors

  	
   

  	
  8

  
						



 


	
  SCHEDULE 1

  	
  Notice Addresses of Subsidiary Guarantors

  
	
   

  	
   

  
	
  ANNEX 1

  	
  Assumption Agreement

  



 


















GUARANTEE AGREEMENT


GUARANTEE AGREEMENT, dated as of July 24, 2007, made
by certain Subsidiaries (as listed on the signature pages hereto, the “Subsidiary
Guarantors”, as further defined below) of THE SERVICEMASTER COMPANY, a
Delaware corporation (the “Company”), into which CDRSVM ACQUISITION CO.,
INC., a Delaware corporation (“Acquisition Co.” or the “Borrower”,
as further defined in subsection 1.1) shall be merged pursuant to the Merger
(as defined below), in favor of JPMORGAN CHASE BANK, N.A., as administrative
agent (in such capacity, the “Administrative Agent”) for the banks and
other financial institutions (collectively, the “Lenders”; individually,
a “Lender”) from time to time parties to the Credit Agreement described
below.


W I T N E S S E T H:


WHEREAS, CDRSVM Topco, Inc., a Delaware corporation,
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 Company, dated March 18, 2007, pursuant to which
Acquisition Co. has agreed to merge with and into the Company, with the Company
as the surviving corporation (the “Merger”);


WHEREAS, pursuant to that certain Senior Interim Loan
Credit Agreement, dated as of the date hereof (as amended, amended and
restated, waived, supplemented or otherwise modified from time to time,
together with any agreement extending the maturity of, or restructuring, refunding,
refinancing or increasing the Indebtedness under such agreement or successor
agreements, the “Credit Agreement”), among the Borrower, the Administrative Agent, Citigroup
Global Markets Inc., as
Syndication Agent, and the other parties party thereto, the Lenders have severally
agreed to make extensions of credit to the Borrower upon the terms and subject
to the conditions set forth therein;


WHEREAS, the Borrower is a member of an affiliated
group of companies that includes the Borrower’s Domestic Subsidiaries that are
party hereto and any other Domestic Subsidiary of the Borrower that becomes a
party hereto from time to time after the date hereof (all of the foregoing
collectively, the “Subsidiary Guarantors”);


WHEREAS, the Borrower and the other Subsidiary
Guarantors are engaged in related businesses, and each such Subsidiary
Guarantor will derive substantial benefit from the making of the extensions of
credit under the Credit Agreement; and


WHEREAS, it is a condition to the obligation of the
Lenders to make their respective extensions of credit under the Credit
Agreement that the Subsidiary Guarantors shall execute and deliver this
Agreement to the Administrative Agent for the benefit of the Lenders.


NOW, THEREFORE, in consideration of the premises and
to induce the Administrative Agent and the Lenders to enter into the Credit
Agreement and to induce the Lenders to make their respective extensions of
credit to the Borrower thereunder, and in consideration of the receipt of other
valuable consideration (which receipt is hereby acknowledged), each Subsidiary
Guarantor hereby agrees with the Administrative Agent, for the ratable benefit
of the Lenders (as defined below), as follows:













Section 1                DEFINED TERMS


1.1           Definitions.


(a)           Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.


(b)           The
following terms shall have the following meanings:


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


“Administrative Agent”:  as defined in the preamble hereto.


“Agreement”: 
this Guarantee Agreement, as the same may be amended, restated, supplemented,
waived or otherwise modified from time to time.


“Bank Indebtedness”: any and all amounts,
whether outstanding on the Closing Date or thereafter incurred, payable under
or in respect of any Senior Credit Facility, including without limitation
principal, premium, 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, other monetary obligations of any nature and all other
amounts payable thereunder or in respect thereof.


“Borrower”: 
(i) Acquisition Co. until the Merger, (ii) the Company following the
Merger and (iii) any successor of any Person in the foregoing clauses (i) and
(ii) pursuant to subsection 3.4.


“Company”: as defined in the preamble hereto.


“Credit Agreement”:  has the meaning provided in the recitals
hereto.


“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.


“Guaranteed Obligations”:  as defined in subsection 2.1(a).


“Lender”: 
as defined in the preamble hereto.


“Subsidiary Guarantee”: any Guarantee that may
from time to time be entered into by a Subsidiary Guarantor pursuant to this
Agreement.


“Subsidiary Guarantors”:  as defined in the recitals hereto.



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1.2           Other
Definitional Provisions.


(a)           The
words “hereof”, “herein”, “hereto” 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, Schedule and Annex
references are to this Agreement unless otherwise specified.


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


Section 2                GUARANTEE


2.1           Guarantee.


(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
Borrower under the Credit Agreement and the Senior Interim Loan Notes, whether
for principal of or interest on the Loans, expenses, indemnification or
otherwise (all such obligations guaranteed by such Subsidiary Guarantors being
herein called the “Guaranteed Obligations”).


The obligations of each Subsidiary Guarantor shall 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, or pursuant to its contribution obligations, under this Agreement,
result in the obligations of such Subsidiary Guarantor under this Agreement 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 the Credit Agreement, the Senior Interim Loan Notes or the
obligations of the Borrower or any other Subsidiary Guarantor to the Lenders
hereunder or thereunder, the absence of any action to enforce the same, any
waiver or consent by any Lender with respect to any provisions hereof or
thereof, any release of any other Subsidiary Guarantor, the recovery of any
judgment against the Borrower, any action to enforce the same, whether or not a
notation concerning its Subsidiary Guarantee is made on any particular Senior
Interim Loan 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 Borrower, any right to require a proceeding
first against the Borrower, protest, notice and all demands whatsoever and
covenants that (except as otherwise provided in subsection 2.3) its Subsidiary
Guarantee will not be discharged except by complete performance of the
obligations contained in the Credit Agreement, the Senior Interim Loan Notes
and this Agreement.  Such Subsidiary



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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 Administrative
Agent and the Lenders, on the other hand, subject to this Section 2, (x) the maturity of the
obligations guaranteed by its Subsidiary Guarantee may be accelerated as and to
the extent provided in the Credit Agreement 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 (y) in the
event of any acceleration of such obligations as provided in the Credit
Agreement, 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 subsection 2.1 for the purpose of such Subsidiary Guarantee.  Neither the Administrative Agent, nor any
Lender 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 Guaranteed
Obligations or against the Borrower or any other Person or any property of the
Borrower or any other Person before the Administrative Agent or such Lender is
entitled to demand payment and performance by any or all Subsidiary Guarantors
of their obligations under their respective Subsidiary Guarantees.


(iii)          Until terminated in accordance with
subsection 2.3, each Subsidiary Guarantee shall remain in full force and effect
and continue to be effective should any petition be filed by or against the
Borrower for liquidation or reorganization, should the Borrower 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
Borrower’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 Loans or the Senior Interim Loan Notes are, pursuant to
applicable law, rescinded or reduced in amount, or must otherwise be restored
or returned by any obligee on such Loans or Senior Interim Loan 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 Loans and the Senior Interim Loan 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 Borrower or any
non-paying Subsidiary Guarantor that has also Guaranteed the relevant
Guaranteed 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
Administrative Agent and the Lenders under this Agreement.


(d)           Each
Subsidiary Guarantor acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated by the Credit Agreement
and that its Subsidiary Guarantee, and the waiver set forth in subsection 2.4,
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



 4
 









and expenses) incurred by the Administrative Agent or the Lenders in
enforcing any rights under its Subsidiary Guarantee.


2.2           Continuing
Guarantees.  (a)  Each Subsidiary Guarantee shall be a
continuing Guarantee and shall (i) subject to subsection 2.3, remain in full force and
effect until payment in full of the principal amount of all outstanding Loans
and Senior Interim Loan Notes (whether by payment at maturity, purchase,
redemption, defeasance, retirement or other acquisition) and all other
Guaranteed Obligations of the Borrower then due and owing, (ii) be binding upon such
Subsidiary Guarantor and (iii) inure
to the benefit of and be enforceable by the Administrative1 Agent, the Lenders
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 Borrower or by or on behalf of a
Subsidiary Guarantor) is rescinded or reclaimed from any of the Lenders upon
the insolvency, bankruptcy, liquidation or reorganization of the Borrower or
any Subsidiary Guarantor or otherwise, all as though such payment had not been
made.


2.3           Release
of Subsidiary Guarantees. 
Notwithstanding the provisions of subsection 2.2, Subsidiary Guarantees
will be subject to termination and discharge under the circumstances described
in this subsection 2.3.  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 the Credit Agreement 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 Market 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 the Credit Agreement), (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(b), upon the full discharge or release of the Guaranteed
Obligations under the Credit Agreement or (vi) subject
to subsections 2.1(b)(iii) and 2.2(b), upon payment in full of the aggregate
principal amount of all outstanding Loans and Senior Interim Loan Notes and all other Guaranteed Obligations then due and
owing.  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 Credit Facilities or Capital
Market Securities to be unconditionally released from all obligations under its
Subsidiary Guarantee,



 5
 









and such Subsidiary Guarantee shall thereupon
terminate and be discharged and of no further force or effect.


Upon any such occurrence
specified in this subsection 2.3, 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.


2.4           Waiver of Subrogation.  Each Subsidiary Guarantor hereby irrevocably
waives any claim or other rights that it may now or hereafter acquire against
the Borrower that arise from the existence, payment, performance or enforcement
of the Borrower’s obligations under the Credit Agreement and the Senior Interim
Loan Notes or such Subsidiary Guarantor’s obligations under this Agreement,
including any right of subrogation, reimbursement, exoneration, indemnification,
and any right to participate in any claim or remedy of any Lender against the
Borrower, whether or not such claim, remedy or right arises in equity, or under
contract, statute or common law, until this Agreement is discharged and all of
the Loans and Senior Interim Loan 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 Loans and Senior
Interim Loan 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 Lenders, and shall forthwith be paid to
the Administrative Agent for the benefit of such Lenders to be credited and
applied upon the Loans and Senior Interim Loan Notes, whether matured or
unmatured, in accordance with the terms of this Agreement.


2.5           Notation Not Required.  Neither the Borrower nor any Subsidiary
Guarantor shall be required to make a notation on the Senior Interim Loan Notes
to reflect any Subsidiary Guarantee or any release, termination or discharge
thereof.


Section
3                MISCELLANEOUS


3.1           Amendments in Writing.  None of the terms or provisions of this
Agreement may be waived, amended, supplemented or otherwise modified except by
a written instrument executed by each affected Subsidiary Guarantor and the
Administrative Agent, provided that (a) any provision of this Agreement
imposing obligations on any Subsidiary Guarantor may be waived by the Administrative
Agent in a written instrument executed by the Administrative Agent and (b)
notwithstanding anything to the contrary in subsection 10.1 of the Credit
Agreement, no such waiver and no such amendment or modification shall amend,
modify or waive the definition of “Lender” if such waiver, amendment, or modification
would adversely affect a Lender without the written consent of each such
affected Lender.


3.2           Notices.  All
notices, requests and demands to or upon the Administrative Agent or any
Subsidiary Guarantor hereunder shall be effected in the manner provided for in
subsection 10.2 of the Credit Agreement; provided that any such notice, request
or demand to or upon any Subsidiary Guarantor shall be addressed to such
Subsidiary Guarantor at its notice address set forth on Schedule 1
hereto, unless and until such Subsidiary Guarantor shall change such address by
notice to the Administrative Agent given in accordance with subsection 10.2 of
the Credit Agreement.



 6
 









3.3           No Waiver by Course of Conduct; Cumulative Remedies.  Neither of the Administrative Agent nor any
Lender shall by any act (except by a written instrument pursuant to subsection
3.1), delay, indulgence, omission or otherwise be deemed to have waived any
right or remedy hereunder or to have acquiesced in any Default or Event of
Default.  No failure to exercise, nor any
delay in exercising, on the part of the Administrative Agent or any Lender, any
right, power or privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right,
power or privilege hereunder shall preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.  A waiver by the Administrative Agent or any
Lender of any right or remedy hereunder on any one occasion shall not be construed
as a bar to any right or remedy which the Administrative Agent or such Lender
would otherwise have on any future occasion. 
The rights and remedies herein provided are cumulative, may be exercised
singly or concurrently and are not exclusive of any other rights or remedies
provided by law.


3.4           Successors and Assigns.  This Agreement shall be binding upon and
shall inure to the benefit of the Subsidiary Guarantors, the Administrative
Agent and the Lenders and their respective successors and assigns, whether so
expressed or not.


3.5           Counterparts. 
This Agreement may be executed by one or more of the parties to this
Agreement on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.


3.6           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.


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


3.8           Integration. 
This Agreement and the other Loan Documents represent the entire
agreement of the Subsidiary Guarantors, the Administrative Agent and the
Lenders with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Subsidiary Guarantors, the
Administrative Agent or any Lender relative to subject matter hereof not
expressly set forth or referred to herein or in the other Loan Documents.


3.9           GOVERNING LAW. 
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
AND ANY CLAIM OR CONTROVERSY RELATING HERETO SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


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



 7
 









(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;


(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 court 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 such party at its address referred
to in subsection 3.2 or at such other address of which the Administrative Agent
(in the case of any other party hereto) or the Borrower (in the case of the
Administrative Agent) 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 Section any
punitive damages.


3.11         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 OTHER LOAN DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.


3.12         Additional
Subsidiary Guarantors.  Each new
Domestic Subsidiary of the Borrower that is required to become a party to this
Agreement pursuant to subsection 6.2 of the Credit Agreement shall become a
Subsidiary Guarantor for all purposes of this Agreement upon execution and
delivery by such Domestic Subsidiary of an Assumption Agreement in substantially
the form of Annex 1 hereto.


[Remainder
of page left blank intentionally; Signature pages follow.]



 8















IN WITNESS WHEREOF, each of the undersigned has caused
this Agreement to be duly executed and delivered as of the date first above
written.


	
  

  	
  INSTAR SERVICES GROUP, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Demos

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David J. Demos

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer, President

  
	
   

  	
   

  	
   

  	
  & Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard J. Augustine

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard J. Augustine

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  INSTAR SERVICES GROUP, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  INSTAR SERVICES MANAGEMENT,

  
	
   

  	
   

  	
  LLC, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest J. Mrozek

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  INSTAR SERVICES HOLDINGS, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest J. Mrozek

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  
					



 













 


	
  

  	
  INSTAR SERVICES MANAGEMENT, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest J. Mrozek

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MERRY MAIDS LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest J. Mrozek

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
   

  	
  Title:

  	
  Vice President & Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MM MAIDS L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest J. Mrozek

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
   

  	
  Title:

  	
  Vice President &

  
	
   

  	
   

  	
   

  	
  Treasurer

  
					



 



 2
 









 


	
  

  	
  SERVICEMASTER CONSUMER SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest J. Mrozek

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
   

  	
  Title:

  	
  President & Chief Operating

  
	
   

  	
   

  	
   

  	
  Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SERVICEMASTER CONSUMER SERVICES

  
	
   

  	
  LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  SERVICEMASTER CONSUMER SERVICES,

  INC., its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest J. Mrozek

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
   

  	
  Title:

  	
  President & Chief Operating

  
	
   

  	
   

  	
   

  	
  Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SERVICEMASTER HOLDING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest J. Mrozek

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
					



 



 3
 









 


	
  

  	
  SERVICEMASTER MANAGEMENT

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest J. Mrozek

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SERVICEMASTER RESIDENTIAL/COMMERCIAL SERVICES
  LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest J. Mrozek

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SM CLEAN L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest J. Mrozek

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
					



 



 4
 









 


	
  

  	
  TERMINIX INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest J. Mrozek

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE TERMINIX INTERNATIONAL COMPANY

  LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TERMINIX INTERNATIONAL, INC.,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest J. Mrozek

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TRUGREEN COMPANIES L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest J. Mrozek

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
					



 



 5
 









 


	
  

  	
  TRUGREEN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jim L. Kaput

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jim L. Kaput

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TRUGREEN LANDCARE L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest J. Mrozek

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
   

  	
  Title:

  	
  Vice President & Assistant

  
	
   

  	
   

  	
   

  	
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TRUGREEN LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TRUGREEN, INC., its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jim L. Kaput

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jim Kaput

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  
					



 



 6















Acknowledged and Agreed
to as of

the date hereof by:


	
  JPMORGAN CHASE BANK, N.A.,

  	
   

  
	
  as Administrative Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Bruce S. Borden

  	
   

  	
   

  
	
   

  	
  Name: Bruce S. Borden

  	
   

  
	
   

  	
  Title: Executive Director

  	
   

  
				



 













Schedule 1 to

Guarantee Agreement


Notice Address of Subsidiary Guarantors


The ServiceMaster Company

860 Ridge Lake Boulevard

Memphis, Tennessee 38120

Attention: Treasurer

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. and

Peter J. Loughran, Esq.


Facsimile:  (212) 909-6836

Telephone:  (212) 909-6000


















Annex 1 to

Guarantee Agreement


ASSUMPTION AGREEMENT


ASSUMPTION AGREEMENT, dated as of                   
    ,         ,
made by                                                             ,
a                             
corporation (the “Additional Subsidiary Guarantor”), in favor of
JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative
Agent”) for the banks and other financial institutions (the “Lenders”)
from time to time parties to the Credit Agreement referred to below.  All capitalized terms not defined herein
shall have the meaning ascribed to them in the Guarantee Agreement referred to
below, or if not defined therein, in the Credit Agreement.


W  I  T  N  E  S  S
E  T  H :


WHEREAS, The ServiceMaster Company, a Delaware corporation
(as successor by merger to CDRSVM Acquisition Co., Inc., a Delaware
corporation) (the “Borrower”), the Administrative Agent, Citigroup
Global Markets Inc., as Syndication Agent, and the Lenders are parties to a
Senior Interim Loan Credit Agreement, dated as of July 24, 2007 (as amended, supplemented,
waived or otherwise modified from time to time, the “Credit Agreement”);


WHEREAS, in connection with the Credit Agreement,
certain subsidiaries of the Borrower are, or are to become, parties to the Guarantee
Agreement, dated as of July 24, 2007 (as amended, supplemented, waived or otherwise
modified from time to time, the “Guarantee Agreement”), in favor of the
Administrative Agent, for the ratable benefit of the Lenders;


WHEREAS, the Additional Subsidiary Guarantor is a
member of an affiliated group of companies that includes the Borrower and each
other Subsidiary Guarantor; the proceeds of the extensions of credit under the
Credit Agreement will be used in part to enable the Borrower to make valuable transfers
to one or more of the other Subsidiary Guarantors (including the Additional
Subsidiary Guarantor) in connection with the operation of their respective
businesses; and the Borrower and the other Subsidiary Guarantors (including the
Additional Subsidiary Guarantor) are engaged in related businesses, and each
such Subsidiary Guarantor (including the Additional Subsidiary Guarantor) will
derive substantial direct and indirect benefit from the making of the extensions
of credit under the Credit Agreement;


WHEREAS, the Credit Agreement requires the Additional
Subsidiary Guarantor to become a party to the Guarantee Agreement; and


WHEREAS, the Additional Subsidiary Guarantor has
agreed to execute and deliver this Assumption Agreement in order to become a party
to the Guarantee Agreement;


NOW, THEREFORE, IT IS AGREED:


1.             Guarantee
Agreement.  By executing and
delivering this Assumption Agreement, the Additional Subsidiary Guarantor, as
provided in subsection 3.12 of the Guarantee Agreement, hereby becomes a party
to the Guarantee Agreement as a Subsidiary Guarantor thereunder with the same
force and effect as if originally named therein as a Subsidiary Guarantor and,
without limiting the generality of the foregoing, hereby expressly assumes all
obligations and liabilities of a Subsidiary Guarantor thereunder.  The information set forth in Annex 1-A
hereto













is hereby added to the information set forth in
Schedule 1 to the Guarantee Agreement, and such Schedule is hereby amended
and modified to include such information.


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


IN WITNESS WHEREOF, the undersigned has caused this
Assumption Agreement to be duly executed and delivered as of the date first
above written.


	
  

  	
  [ADDITIONAL SUBSIDIARY
  GUARANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Acknowledged and
  Agreed to as

  	
   

  	
   

  
	
  of the date
  hereof by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JPMORGAN CHASE
  BANK, N.A.,

  	
   

  	
   

  
	
  as
  Administrative Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


















Annex 1-A to

Guarantee Agreement


Supplement to

Guarantee Agreement

Schedule 1