Exhibit
10.6


EXECUTION COPY




 





REVOLVING CREDIT
AGREEMENT



among



THE SERVICEMASTER COMPANY,

as Parent Borrower


THE U.S. SUBSIDIARY
BORROWERS named herein,


THE FOREIGN
SUBSIDIARY BORROWERS

FROM TIME TO TIME PARTY HERETO,


THE SEVERAL
LENDERS

FROM TIME TO TIME PARTY HERETO,


CITIBANK, N.A.,

as Administrative Agent, Revolving Collateral Agent and Issuing Bank,


JPMORGAN CHASE
BANK, N.A.,

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


Cahill Gordon &
Reindel LLP

80 Pine Street

New York, NY  10005




 





















Table of
Contents


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1.

  	
   

  	
  DEFINITIONS

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.1

  	
   

  	
  Defined Terms

  	
   

  	
  2

  
	
  1.2

  	
   

  	
  Other
  Definitional Provisions

  	
   

  	
  63

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
   

  	
  AMOUNT AND TERMS
  OF COMMITMENTS

  	
   

  	
  63

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  Revolving
  Commitments

  	
   

  	
  63

  
	
  2.2

  	
   

  	
  Procedure for
  Revolving Credit Borrowing

  	
   

  	
  64

  
	
  2.3

  	
   

  	
  Termination or
  Reduction of Revolving Commitments

  	
   

  	
  65

  
	
  2.4

  	
   

  	
  Record of Loans

  	
   

  	
  66

  
	
  2.5

  	
   

  	
  [Reserved]

  	
   

  	
  67

  
	
  2.6

  	
   

  	
  Letters of
  Credit

  	
   

  	
  67

  
	
  2.7

  	
   

  	
  Swing Line
  Commitments

  	
   

  	
  73

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
   

  	
  GENERAL
  PROVISIONS

  	
   

  	
  76

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Interest Rates
  and Payment Dates

  	
   

  	
  76

  
	
  3.2

  	
   

  	
  Conversion and
  Continuation Options

  	
   

  	
  77

  
	
  3.3

  	
   

  	
  Minimum Amounts
  of Sets

  	
   

  	
  78

  
	
  3.4

  	
   

  	
  Optional
  Prepayments

  	
   

  	
  78

  
	
  3.5

  	
   

  	
  Administrative
  Agent’s Fee; Other Fees

  	
   

  	
  80

  
	
  3.6

  	
   

  	
  Computation of
  Interest and Fees

  	
   

  	
  80

  
	
  3.7

  	
   

  	
  Inability to
  Determine Interest Rate

  	
   

  	
  81

  
	
  3.8

  	
   

  	
  Pro Rata
  Treatment and Payments

  	
   

  	
  82

  
	
  3.9

  	
   

  	
  Illegality

  	
   

  	
  84

  
	
  3.10

  	
   

  	
  Requirements of
  Law

  	
   

  	
  85

  
	
  3.11

  	
   

  	
  Taxes

  	
   

  	
  87

  
	
  3.12

  	
   

  	
  Indemnity

  	
   

  	
  90

  
	
  3.13

  	
   

  	
  Certain Rules
  Relating to the Payment of Additional Amounts

  	
   

  	
  91

  
	
  3.14

  	
   

  	
  [Reserved]

  	
   

  	
  93

  
	
  3.15

  	
   

  	
  Controls on
  Prepayment if Aggregate Outstanding Revolving Credit Exceeds Aggregate
  Revolving Commitments

  	
   

  	
  93

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
   

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
   

  	
  94

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Financial
  Condition

  	
   

  	
  94

  
	
  4.2

  	
   

  	
  No Change;
  Solvent

  	
   

  	
  94

  
	
  4.3

  	
   

  	
  Corporate
  Existence; Compliance with Law

  	
   

  	
  95

  
	
  4.4

  	
   

  	
  Corporate Power;
  Authorization; Enforceable Obligations

  	
   

  	
  95

  
	
  4.5

  	
   

  	
  No Legal Bar

  	
   

  	
  95

  



 



 i
 









 


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.6

  	
   

  	
  No Material Litigation

  	
   

  	
  96

  
	
  4.7

  	
   

  	
  No Default

  	
   

  	
  96

  
	
  4.8

  	
   

  	
  Ownership of Property; Liens

  	
   

  	
  96

  
	
  4.9

  	
   

  	
  Intellectual Property

  	
   

  	
  96

  
	
  4.10

  	
   

  	
  No Burdensome Restrictions

  	
   

  	
  96

  
	
  4.11

  	
   

  	
  Taxes

  	
   

  	
  96

  
	
  4.12

  	
   

  	
  Federal Regulations

  	
   

  	
  97

  
	
  4.13

  	
   

  	
  ERISA

  	
   

  	
  97

  
	
  4.14

  	
   

  	
  Collateral

  	
   

  	
  98

  
	
  4.15

  	
   

  	
  Investment Company Act; Other Regulations

  	
   

  	
  98

  
	
  4.16

  	
   

  	
  Subsidiaries

  	
   

  	
  98

  
	
  4.17

  	
   

  	
  Purpose of Loans

  	
   

  	
  99

  
	
  4.18

  	
   

  	
  Environmental Matters

  	
   

  	
  99

  
	
  4.19

  	
   

  	
  No Material Misstatements

  	
   

  	
  100

  
	
  4.20

  	
   

  	
  Labor Matters

  	
   

  	
  100

  
	
  4.21

  	
   

  	
  Insurance

  	
   

  	
  100

  
	
  4.22

  	
   

  	
  Anti-Terrorism

  	
   

  	
  100

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
   

  	
  CONDITIONS PRECEDENT

  	
   

  	
  101

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Conditions to Effectiveness of Initial Extension of
  Credit

  	
   

  	
  101

  
	
  5.2

  	
   

  	
  Conditions to Each Extension of Credit

  	
   

  	
  105

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
   

  	
  AFFIRMATIVE COVENANTS

  	
   

  	
  106

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Financial Statements

  	
   

  	
  106

  
	
  6.2

  	
   

  	
  Certificates; Other Information

  	
   

  	
  107

  
	
  6.3

  	
   

  	
  Payment of Taxes

  	
   

  	
  108

  
	
  6.4

  	
   

  	
  Maintenance of Existence

  	
   

  	
  109

  
	
  6.5

  	
   

  	
  Maintenance of Property; Insurance

  	
   

  	
  109

  
	
  6.6

  	
   

  	
  Inspection of Property; Books and Records;
  Discussions

  	
   

  	
  110

  
	
  6.7

  	
   

  	
  Notices

  	
   

  	
  111

  
	
  6.8

  	
   

  	
  Environmental Laws

  	
   

  	
  112

  
	
  6.9

  	
   

  	
  After-Acquired Real Property and Fixtures and Future
  Subsidiaries

  	
   

  	
  112

  
	
  6.10

  	
   

  	
  Interest Rate Protection

  	
   

  	
  115

  
	
  6.11

  	
   

  	
  Post-Closing Security Perfection

  	
   

  	
  116

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
   

  	
  NEGATIVE COVENANTS

  	
   

  	
  116

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  Limitation on Indebtedness

  	
   

  	
  116

  
	
  7.2

  	
   

  	
  Limitation on Liens

  	
   

  	
  120

  
	
  7.3

  	
   

  	
  Limitation on Fundamental Changes

  	
   

  	
  123

  
	
  7.4

  	
   

  	
  Limitation on Asset Dispositions; Proceeds from
  Asset Dispositions and Recovery Events

  	
   

  	
  125

  
	
  7.5

  	
   

  	
  Limitation on Dividends and Other Restricted
  Payments

  	
   

  	
  127

  



 



 ii
 









 


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.6

  	
   

  	
  Limitation on Transactions with Affiliates

  	
   

  	
  133

  
	
  7.7

  	
   

  	
  Limitation on Dispositions of Collateral

  	
   

  	
  135

  
	
  7.8

  	
   

  	
  Limitation on Optional Payments and Modifications of
  Debt Instruments and Other Documents

  	
   

  	
  135

  
	
  7.9

  	
   

  	
  [Reserved]

  	
   

  	
  136

  
	
  7.10

  	
   

  	
  [Reserved]

  	
   

  	
  136

  
	
  7.11

  	
   

  	
  Limitation on Negative Pledge Clauses

  	
   

  	
  137

  
	
  7.12

  	
   

  	
  Limitation on Lines of Business

  	
   

  	
  137

  
	
  7.13

  	
   

  	
  Fiscal Year

  	
   

  	
  137

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
   

  	
  EVENTS OF DEFAULT

  	
   

  	
  137

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9.

  	
   

  	
  THE AGENTS AND THE OTHER REPRESENTATIVES

  	
   

  	
  141

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.1

  	
   

  	
  Appointment

  	
   

  	
  141

  
	
  9.2

  	
   

  	
  Delegation of Duties

  	
   

  	
  141

  
	
  9.3

  	
   

  	
  Exculpatory Provisions

  	
   

  	
  142

  
	
  9.4

  	
   

  	
  Reliance by the Administrative Agent

  	
   

  	
  142

  
	
  9.5

  	
   

  	
  Notice of Default

  	
   

  	
  143

  
	
  9.6

  	
   

  	
  Acknowledgements and Representations by Lenders

  	
   

  	
  143

  
	
  9.7

  	
   

  	
  Indemnification

  	
   

  	
  144

  
	
  9.8

  	
   

  	
  The Agents and Other Representatives in Their
  Individual Capacity

  	
   

  	
  145

  
	
  9.9

  	
   

  	
  Collateral Matters

  	
   

  	
  145

  
	
  9.10

  	
   

  	
  Successor Agent

  	
   

  	
  147

  
	
  9.11

  	
   

  	
  Other Representatives

  	
   

  	
  147

  
	
  9.12

  	
   

  	
  Withholding Tax

  	
   

  	
  147

  
	
  9.13

  	
   

  	
  Approved Electronic Communications

  	
   

  	
  148

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10.

  	
   

  	
  MISCELLANEOUS

  	
   

  	
  148

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.1

  	
   

  	
  Amendments and Waivers

  	
   

  	
  148

  
	
  10.2

  	
   

  	
  Notices

  	
   

  	
  153

  
	
  10.3

  	
   

  	
  No Waiver; Cumulative Remedies

  	
   

  	
  155

  
	
  10.4

  	
   

  	
  Survival of Representations and Warranties

  	
   

  	
  155

  
	
  10.5

  	
   

  	
  Payment of Expenses and Taxes

  	
   

  	
  155

  
	
  10.6

  	
   

  	
  Successors and Assigns; Participations and
  Assignments

  	
   

  	
  156

  
	
  10.7

  	
   

  	
  Adjustments; Set-off; Calculations; Computations

  	
   

  	
  162

  
	
  10.8

  	
   

  	
  Judgment

  	
   

  	
  162

  
	
  10.9

  	
   

  	
  Counterparts

  	
   

  	
  163

  
	
  10.10

  	
   

  	
  Severability

  	
   

  	
  163

  
	
  10.11

  	
   

  	
  Integration

  	
   

  	
  163

  
	
  10.12

  	
   

  	
  GOVERNING LAW

  	
   

  	
  163

  
	
  10.13

  	
   

  	
  Submission to Jurisdiction; Waivers

  	
   

  	
  164

  
	
  10.14

  	
   

  	
  Acknowledgements

  	
   

  	
  165

  



 



 iii
 









 


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.15

  	
   

  	
  WAIVER OF JURY TRIAL

  	
   

  	
  165

  
	
  10.16

  	
   

  	
  Confidentiality

  	
   

  	
  166

  
	
  10.17

  	
   

  	
  Additional Indebtedness

  	
   

  	
  167

  
	
  10.18

  	
   

  	
  USA Patriot Act Notice

  	
   

  	
  167

  
	
  10.19

  	
   

  	
  Special
  Provisions Regarding Pledges of Capital Stock in, and Promissory Notes Owed
  by, Persons Not Organized in the U.S.

  	
   

  	
  167

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULES

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  A

  	
   

  	
  Revolving Loan Commitments and Addresses

  	
   

  	
   

  
	
  B

  	
   

  	
  Designated Foreign Currency Centers

  	
   

  	
   

  
	
  C

  	
   

  	
  Existing Indebtedness

  	
   

  	
   

  
	
  D

  	
   

  	
  Existing Specified Indebtedness

  	
   

  	
   

  
	
  E

  	
   

  	
  Foreign Subsidiary Borrowers

  	
   

  	
   

  
	
  1.1

  	
   

  	
  Mandatory Costs

  	
   

  	
   

  
	
  4.4

  	
   

  	
  Consents Required

  	
   

  	
   

  
	
  4.6

  	
   

  	
  Litigation

  	
   

  	
   

  
	
  4.8

  	
   

  	
  Real Property

  	
   

  	
   

  
	
  4.16

  	
   

  	
  Subsidiaries

  	
   

  	
   

  
	
  4.18

  	
   

  	
  Environmental Matters

  	
   

  	
   

  
	
  4.21

  	
   

  	
  Insurance

  	
   

  	
   

  
	
  5.1(e)

  	
   

  	
  Lien Searches

  	
   

  	
   

  
	
  6.13

  	
   

  	
  Post-Closing Security

  	
   

  	
   

  
	
  7.3

  	
   

  	
  Existing Liens

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-1

  	
   

  	
  Form of Revolving Note

  	
   

  	
   

  
	
  A-2

  	
   

  	
  Form of Swing Line Note

  	
   

  	
   

  
	
  B

  	
   

  	
  Form of Guarantee and Collateral Agreement

  	
   

  	
   

  
	
  C

  	
   

  	
  Form of Intercreditor Agreement

  	
   

  	
   

  
	
  D

  	
   

  	
  Form of Mortgage

  	
   

  	
   

  
	
  E-1

  	
   

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

  	
   

  	
   

  
	
  E-2

  	
   

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

  	
   

  	
   

  
	
  F

  	
   

  	
  Form of U.S. Tax Compliance Certificate

  	
   

  	
   

  
	
  G

  	
   

  	
  Form of Assignment and Acceptance

  	
   

  	
   

  
	
  H

  	
   

  	
  Form of Officer’s Certificate

  	
   

  	
   

  
	
  I

  	
   

  	
  Form of Secretary’s Certificate

  	
   

  	
   

  
	
  J

  	
   

  	
  Form of Swing Line Loan Participation Certificate

  	
   

  	
   

  
	
  K

  	
   

  	
  Form of Joinder Agreement

  	
   

  	
   

  
	
  L

  	
   

  	
  Form of Letter of Credit Request

  	
   

  	
   

  
	
  M

  	
   

  	
  Form of Foreign Subsidiary Borrower Termination

  	
   

  	
   

  
							



 



 iv
 









 


	
  N

  	
   

  	
  Form of Security Agreement

  	
   

  	
   

  



 



 v















REVOLVING CREDIT AGREEMENT, dated as of July 24, 2007,
among THE SERVICEMASTER COMPANY, a Delaware corporation (“ServiceMaster”
or the “Parent Borrower”), the U.S. Subsidiary Borrowers (as hereinafter
defined, and together with the Parent Borrower, the “U.S. Borrowers”),
the Foreign Subsidiary Borrowers (as hereinafter defined) from time to time
party to this Agreement after the Closing Date (the Foreign Subsidiary
Borrowers, together with the U.S. Borrowers, each a “Borrower” and
collectively the “Borrowers”), the several banks and other financial
institutions from time to time party to this Agreement (as further defined in
subsection 1.1, the “Lenders”), CITIBANK, N.A., as administrative agent,
collateral agent and issuing bank for the Lenders hereunder (in such
capacities, respectively, the “Administrative Agent”, “Revolving
Collateral Agent” and, as further defined in subsection 1.1, “Issuing
Bank”, respectively), and JPMORGAN CHASE BANK, N.A., as syndication agent
(in such capacity, the “Syndication Agent”).


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 CDRSVM Acquisition
Co., Inc., a Delaware corporation (“Acquisition Co.”), each newly formed
companies organized by Clayton, Dubilier & Rice, Inc. (“Sponsor”) or
its Affiliates, entered into an Agreement and Plan of Merger with the Parent
Borrower, dated March 18, 2007 (the “Merger Agreement”), pursuant
to which Acquisition Co. merged with and into the Parent Borrower on the date
hereof, with the Parent Borrower as the surviving corporation (the “Merger”).


WHEREAS, on the Closing Date the Sponsor will make an
equity contribution 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 Acquisition Co. (whose
rights and obligations thereunder have been assumed by the Parent Borrower as a
result of the Merger) entered into (a) the Term Loan Credit Agreement
providing for (i) term loans in an aggregate original principal amount of
$2,650 million and (ii) a pre-funded letter of credit facility in an
aggregate principal amount of $150.0 million and (b) a Senior Interim Loan Agreement
(as defined below) pursuant to which Acquisition Co. obtained a senior
unsecured interim term loan facility in an aggregate principal amount of up to
$1,150.0 million.


WHEREAS, the U.S. Borrowers have requested the Lenders
(a) to extend credit in the form of Revolving Loans at any time and from time
to time prior to the Maturity Date, in an aggregate principal amount at any
time outstanding not in excess of $500.0 million, of which no more than $50.0
million may be drawn on the Closing Date and (b) to issue and participate
in the Letters of Credit provided for herein.













WHEREAS, one or more Foreign Subsidiary Borrowers may
become party to this Agreement after the Closing Date in accordance with
subsection 10.1(f).


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:


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


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


“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 Citibank,
N.A. (or another bank of recognized standing reasonably selected by the
Administrative Agent and reasonably satisfactory to the Parent 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 Citibank, 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.


“Acceleration”: 
as defined in subsection 8(e).


“Accounts”: 
as defined in the UCC; and, with respect to any Person, all such Accounts
of such Person, whether now existing or existing in the future, including (a)
all accounts receivable of such Person (whether or not specifically listed on
schedules furnished to the Administrative Agent), including all accounts
created by or arising from all of such Person’s sales of goods or rendition of
services made under any of its trade names, or through any of its divisions, (b)
all unpaid rights of such Person (including rescission, replevin, reclamation
and 



 2
 









stopping in transit) relating to the foregoing or
arising therefrom, (c) all rights to any goods represented by any of the
foregoing, including returned or repossessed goods, (d) all reserves and credit
balances held by such Person with respect to any such accounts receivable of
any Obligors, (e) all letters of credit, guarantees or collateral for any of
the foregoing and (f) all insurance policies or rights relating to any of the
foregoing.


“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 Recitals 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 Parent 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 Parent 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.


“Additional Indebtedness”:  as defined in the Intercreditor Agreement.


“Adjustment Date”:  each date on or after the last day of the
Parent Borrower’s first full fiscal quarter ended at least three months after
the Closing Date that is the second Business Day following receipt by the
Lenders of both (a) the financial statements required to be delivered pursuant
to subsection 6.1(a) or 6.1(b), as applicable, for the most recently completed
fiscal period and (b) the related compliance certificate required to be
delivered pursuant to subsection 6.2(b) with respect to such fiscal period.


“Administrative Agent”:  as defined in the Preamble hereto and shall
include any successor to the Administrative Agent appointed pursuant to subsection
9.10.


“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 



 3
 









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(a).


“Agents”: 
the collective reference to the Administrative Agent, the Syndication
Agent and the Revolving Collateral Agent.


“Aggregate Outstanding Revolving Credit”:  as to any Lender at any time, an amount equal
to the sum of (a) the aggregate principal amount of all Revolving Loans made by
such Lender then outstanding (including, without limitation, in the case of
Revolving Loans then outstanding in any Designated Foreign Currency, the Dollar
Equivalent of the aggregate principal amount thereof), (b) such Lender’s
Revolving Commitment Percentage of the L/C Obligations then outstanding and (c)
such Lender’s Revolving Commitment Percentage of the Swing Line Loans then
outstanding.


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


“Applicable Commitment Fee Percentage”:  during the period from the Closing Date until
the first Adjustment Date, the Applicable Commitment Fee Percentage shall at
all times equal 0.50% per annum.  The
Applicable Commitment Fee Percentage will be adjusted on each Adjustment Date
to the applicable rate per annum set forth under the heading “Applicable
Commitment Fee Percentage” on the Pricing Grid which corresponds to the
Consolidated Secured Leverage Ratio determined from the financial statements
and compliance certificate relating to the end of the fiscal quarter
immediately preceding such Adjustment Date; provided that in the event
that the financial statements required to be delivered pursuant to subsection
6.1(a) or 6.1(b), as applicable, and the related compliance certificate
required to be delivered pursuant to subsection 6.2(b), are not delivered when
due, then:


(1)           if
such financial statements and compliance certificate are delivered after the
date such financial statements and compliance certificate were required to be delivered
(without giving effect to any applicable cure period) and the Applicable
Commitment Fee Percentage increases from that previously in effect as a result
of the delivery of such financial statements, then the Applicable Commitment
Fee Percentage during the period from the date upon which such financial
statements were required to be delivered (without giving effect to any applicable
cure period) until the date upon which they actually are delivered shall,
except as otherwise provided in clause (3) below, be the Applicable Commitment
Fee Percentage as so increased;


(2)           if
such financial statements and compliance certificate are delivered after the
date such financial statements and compliance certificate were required to be
delivered and the Applicable Commitment Fee Percentage decreases from that
previously in effect as a result of the delivery of such financial statements,
then such decrease in the 



 4
 









Applicable Commitment Fee
Percentage shall not become applicable until the date upon which the financial
statements and compliance certificate are delivered; and


(3)           if
such financial statements and compliance certificate are not delivered prior to
the expiration of the applicable cure period, then, effective upon such
expiration, for the period from the date upon which such financial statements
and compliance certificate were required to be delivered (after the expiration
of the applicable cure period) until two Business Days following the date upon
which they actually are delivered, the Applicable Commitment Fee Percentage
shall be 0.50% per annum (it being understood that the foregoing shall not
limit the rights of the Administrative Agent and the Lenders set forth in
Section 8).


“Applicable Margin”:  in respect of Revolving Loans and Swing Line
Loans during the period from the Closing Date until the first Adjustment Date
(i) with respect to ABR Loans, 1.75% per annum, and (ii) with respect to
Eurocurrency Loans, 2.75% per annum.


The Applicable Margins with respect to Revolving Loans
and Swing Line Loans will be adjusted on each Adjustment Date to the applicable
rate per annum set forth under the heading “Applicable Margin for ABR Loans” or
“Applicable Margin for Eurocurrency Loans” on the Pricing Grid which
corresponds to the Consolidated Secured Leverage Ratio determined from the
financial statements and compliance certificate relating to the end of the
fiscal quarter immediately preceding such Adjustment Date; provided that
in the event that the financial statements required to be delivered pursuant to
subsection 6.1(a) or 6.1(b), as applicable, and the related compliance
certificate required to be delivered pursuant to subsection 6.2(b), are not
delivered when due, then:


(1)           if
such financial statements and compliance certificate are delivered after the date
such financial statements and compliance certificate were required to be delivered
(without giving effect to any applicable cure period) and the Applicable Margin
increases from that previously in effect as a result of the delivery of such
financial statements, then the Applicable Margin in respect of Revolving Loans
and Swing Line Loans during the period from the date upon which such financial
statements were required to be delivered (without giving effect to any
applicable cure period) until the date upon which they actually are delivered
shall, except as otherwise provided in clause (3) below, be the Applicable
Margin as so increased;


(2)           
if such financial statements and compliance certificate are delivered after the
date such financial statements and compliance certificate were required to be
delivered and the Applicable Margin decreases from that previously in effect as
a result of the delivery of such financial statements, then such decrease in
the Applicable Margin shall not become applicable until the date upon which the
financial statements and compliance certificate actually are delivered, and


(3)           if
such financial statements and compliance certificate are not delivered prior to
the expiration of the applicable cure period, then, effective upon such
expiration, 



 5
 









for the period from the
date upon which such financial statements and compliance certificate were
required to be delivered (after the expiration of the applicable cure period)
until two Business Days following the date upon which they actually are delivered,
the Applicable Margin with respect to Revolving Loans and Swing Line Loans
shall be 1.75% per annum, in the case of ABR Loans, and 2.75% per annum, in the
case of Eurocurrency Loans (it being understood that the foregoing shall not limit
the rights of the Administrative Agent and the Lenders set forth in Section 8).


“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 to the
Security Documents 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
9.13.


“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 Parent 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 Parent 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 Parent Borrower or any Restricted Subsidiary, so
long as the Parent 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 Parent 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 



 6
 









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 Parent
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, (xvii) the abandonment or other
disposition of patents, trademarks or other intellectual property that are, in
the reasonable judgment of the Parent Borrower, no longer economically
practicable to maintain or useful in the conduct of the business of the Parent
Borrower and its Subsidiaries taken as a whole or (xviii) dispositions for Net
Available Cash not exceeding in the aggregate in any fiscal year (A) $15.0
million minus (B) the Net Available Cash in such fiscal year from Recovery
Events classified by the Parent Borrower pursuant to clause (y) of the
definition of “Recovery Event”.


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


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


“Available Revolving Commitment”:  as to any Lender at any time, an amount equal
to the excess, if any, of (a) the amount of such Lender’s Revolving Commitment
at such time over (b) the sum of (i) the aggregate unpaid principal amount at
such time of all Revolving Loans made by such Lender (including, without
limitation, in the case of Revolving Loans made by such Lender in any
Designated Foreign Currency, the Dollar Equivalent of the aggregate unpaid
principal amount thereof), (ii) an amount equal to such Lender’s Revolving
Commitment Percentage of the aggregate unpaid principal amount at such time of
all Swing Line Loans; provided that for purposes of calculating
Available Revolving Commitments pursuant to subsection 3.5(a) such amount in
this clause (b)(ii) shall be zero, and (iii) an amount equal to such Lender’s
Revolving Commitment Percentage of the outstanding L/C Obligations at such
time; collectively, as to all the Lenders, the “Available Revolving
Commitments”.


“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 any petition in
bankruptcy or for reorganization relating to the Parent 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.


“BAS”:  Banc of America Securities LLC.



 7
 









“BBA LIBOR Rates Page”:  as defined in the definition of “Eurocurrency
Base Rate”.


“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
Parent Borrower.


“Borrower”: 
as defined in the Preamble hereto.


“Borrowing”: 
the borrowing of one Type of Loan from all the Lenders having Revolving
Commitments (or resulting from a conversion or conversions on such date) having
in the case of Eurocurrency Loans the same Interest Period.


“Borrowing Date”:  any Business Day specified in a notice
pursuant to subsection 2.2, 2.6(b) or 2.7 as a date on which the a Borrower
requests the Lenders to make Loans hereunder or the Issuing Bank to issue
Letters of Credit hereunder.


“Business Day”: 
a day other than a Saturday, Sunday or other day on which commercial
banks in New York, New York or the jurisdiction where the Administrative Agent’s
office for Loans in Dollars is located are authorized or required by law to
close, except that, (a) when used in connection with any Eurocurrency Loan
denominated in Dollars, “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, and (b) when used in connection with a Eurocurrency Loan
denominated in any Designated Foreign Currency, “Business Day” shall mean any
day on which dealings in such Designated Foreign Currency between banks may be
carried on in London, England, New York, New York and the principal financial
center of such Designated Foreign Currency as set forth on Schedule B; provided,
however, that, with respect to notices and determinations in connection
with, and payments of principal and interest on, Loans denominated in Euros,
such day is also a day on which the Trans-European Automated Real-Time Gross
Settlement Express Transfer System (TARGET) (or, if such clearing system ceases
to be operative, such other clearing system (if any) determined by the
Administrative Agent to be suitable replacement) is open for settlement of
payment in Euros.


“Capital Expenditures”:  with respect to any Person for any period,
the aggregate of all expenditures by such Person and its consolidated
Subsidiaries during such period (exclusive of expenditures made for Investments
permitted by subsection 7.5) which, in accordance with GAAP, are or should be
included in “capital expenditures”.



 8
 









“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 Parent Borrower and its Subsidiaries, (b) any
Subsidiary of any Captive Insurance Subsidiary referred to in clause (a) above
and (c) any Subsidiary of the Parent 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 any Senior Credit Facility or any affiliate thereof or (ii) any commercial bank having
capital and surplus in excess of $500.0 million 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.


“CDR”: 
Clayton, Dubilier & Rice, Inc.


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


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



 9
 









“Change in Consolidated Working Capital”:  for any period, a positive or negative number
equal to the amount of Consolidated Working Capital at the beginning of such period
minus the amount of Consolidated Working Capital at the end of such period.


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


“Change of Control”:  (i) (x) the Permitted Holders shall in the
aggregate be the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under
the Exchange Act) of (A) so long as the Parent Borrower is a Subsidiary of any
Parent, shares of Voting Stock having less than 35% of the total voting power
of all outstanding shares of such Parent (other than a Parent that is a Subsidiary
of another Parent) and (B) if the Parent Borrower is not a Subsidiary of any Parent,
shares of Voting Stock having less than 35% of the total voting power of all
outstanding shares of the Parent Borrower and (y) any “person” or “group” (as
such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other
than one or more Permitted Holders, shall be the “beneficial owner” of
(A) so long as the Parent Borrower is a Subsidiary of any Parent, shares
of Voting Stock having more than 35% of the total voting power of all
outstanding shares of such Parent (other than a Parent that is a Subsidiary of
another Parent) and (B) if the Parent Borrower is not a Subsidiary of any
Parent, shares of Voting Stock having more than 35% of the total voting power of
all outstanding shares of the Parent Borrower; (ii) the Continuing Directors
shall cease to constitute a majority of the members of the Board of Directors
of the Parent Borrower; (iii) Holding shall cease to own, directly or
indirectly, 100% of the Capital Stock of the Parent Borrower (or any successor
to the Parent Borrower permitted pursuant to subsection 7.3); or (iv) a “Change
of Control” as defined in the Term Loan Credit Agreement or the Senior Interim
Loan Agreement; as used in this paragraph “Voting Stock” shall mean
shares of Capital Stock entitled to vote generally in the election of
directors. 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.


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


“Collateral”: 
all assets of the Loan Parties, now owned or hereafter acquired, upon
which a Lien is purported to be created by any Security Document.


“Commercial Letter of Credit”:  as defined in subsection 2.6(a)(i).


“Commitment”: 
as to any Lender, the Revolving Commitment of such Lender.


“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 Parent Borrower within the meaning of Section
4001 of ERISA 



 10
 









or is part of a group which includes the Parent
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 Parent 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
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; provided, however,
in the case of any Foreign Subsidiary Borrower, this clause (a) shall not apply
to any greater payment of additional amounts under subsection 3.11, (b) be
deemed to have any Revolving Commitment or (c) be designated if such
designation would otherwise increase the costs of any Facility to the Parent Borrower.


“Confidential Information Memorandum”:  that certain Confidential Information Memorandum
(Public Version) dated June 14, 2007 and furnished to the Lenders.


“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 Parent
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


(1)           if
since the beginning of such period the Parent 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 



 11
 









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 Parent 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,


(3)           if
since the beginning of such period the Parent 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 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 Parent Borrower or any Restricted Subsidiary repaid, repurchased,
redeemed, defeased or otherwise acquired, retired or discharged with respect to
the Parent 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 Parent Borrower and its continuing Restricted Subsidiaries
are no longer liable for such Indebtedness after such Sale,


(4)           if
since the beginning of such period the Parent 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



 12
 









(5)           if
since the beginning of such period any Person became a Restricted Subsidiary or
was merged or consolidated with or into the Parent 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 (2), (3) or (4) above
if made by the Parent 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 Parent
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 Parent 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 Parent Borrower 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 Parent Borrower to be the rate of interest implicit in such Capitalized
Lease Obligation in accordance with GAAP.


“Consolidated Current Portion of Long Term Debt”:  as of any date of determination, the current
portion of Consolidated Long Term Debt that is included in Consolidated Short
Term Debt on such date.


“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 calculating 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 



 13
 









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 Parent
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 CDR or any of its Affiliates,
(vii) interest and investment income, (viii) the amount of net cost
savings projected by the Parent 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”, “Consolidated Secured Leverage 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 Parent Borrower or an issuance of Capital Stock of the Parent Borrower
(other than Disqualified Stock) and excluded from the calculation set forth in
subsection 7.5(a)(3).


“Consolidated Funded Indebtedness”:  at the date of determination under subsection
6.10, all long term debt (including the current portion thereof) of the Parent
Borrower and its consolidated Restricted Subsidiaries as determined on a Consolidated
basis in accordance with GAAP and as disclosed on the Parent Borrower’s
consolidated balance sheet.


“Consolidated Indebtedness”:  at the date of determination thereof, an
amount equal to (i) the aggregate principal amount of outstanding Indebtedness
of the Parent Borrower 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
(ii) the amount of such Indebtedness consisting of Indebtedness of a type referred
to in, or Incurred pursuant to, subsection 7.1(b)(ix).


“Consolidated Interest Expense”:  for any period,


(i)            the total interest
expense of the Parent Borrower and its Restricted Subsidiaries to the extent
deducted in calculating Consolidated Net Income, net of any interest income of
the Parent Borrower and its Restricted Subsidiaries, including without limitation
any such interest expense consisting of (a) interest expense attributable
to 



 14
 









Capitalized
Lease Obligations, (b) amortization of debt discount, (c) interest in
respect of Indebtedness of any other Person that has been Guaranteed by the
Parent Borrower or any Restricted Subsidiary, but only to the extent that such
interest is actually paid by the Parent Borrower or any Restricted Subsidiary,
(d) non-cash interest expense, (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 Parent Borrower held by
Persons other than the Parent 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, plus


(iv)          dividends
paid in cash on Designated Preferred Stock pursuant to subsection 7.5(b)(xv)(A)
or (B),


in each case under clauses (i) through (iv) 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 Parent Borrower and its Restricted
Subsidiaries with respect to Interest Rate Agreements.


“Consolidated Long Term Debt”:  at the date of determination thereof, all
long term debt of the Parent Borrower and its Restricted Subsidiaries as
determined on a Consolidated basis in accordance with GAAP and as disclosed on
the Parent Borrower’s consolidated balance sheet most recently delivered under
subsection 6.1.


“Consolidated Net Income”:  for any period, the net income (loss) of the
Parent 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 Parent Borrower or a Restricted Subsidiary, except
that the Parent 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 Parent
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),



 15
 









(ii)           solely for purposes of
determining the amount available for Restricted Payments under subsection
7.5(a)(3)(A) or determining Excess Cash Flow, 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 Parent 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, the Term Loan Documents,
the Senior Interim Loan Documents, the Existing Notes or the Existing Notes
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 Lenders than such restrictions in effect on the Closing Date), except
that the Parent Borrower’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 Parent
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 Parent 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
Parent 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,



 16
 









(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 Parent Borrower or any Restricted Subsidiary owing to the
Parent 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,


(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 transaction 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 Parent 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)(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 Parent 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
Parent Borrower to increase the amount of Restricted Payments permitted under
such covenant pursuant to subsection 7.5(a)(3)(C) or (D).



 17
 









In addition, for purposes of subsection 7.5(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 Parent 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 Secured Indebtedness”:  as of any date of determination, an amount
equal to (a) the Consolidated Indebtedness as of such date that in each
case is then secured by Liens on property or assets of the Parent Borrower and
its Restricted Subsidiaries (other than property or assets held in a defeasance
or similar trust or arrangement for the benefit of the Indebtedness secured
thereby), minus (b) the aggregate amount of Unrestricted Cash of the
Parent Borrower and its Restricted Subsidiaries included in the cash accounts
disclosed on the Parent Borrower’s consolidated balance sheet most recently
delivered under subsection 6.1.


“Consolidated Secured Leverage Ratio”:  as of any date of determination, the ratio of
(x) Consolidated Secured 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 Parent 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:


(1)           if
since the beginning of such period the Parent 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;


(2)           if
since the beginning of such period the Parent 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


(3)           if
since the beginning of such period any Person became a Restricted Subsidiary or
was merged or consolidated with or into the Parent 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
(1) or (2) above if made by the Parent Borrower or a Restricted Subsidiary
since the beginning of such period, Consolidated EBITDA for such period shall
be calculated after 



 18
 









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 Parent Borrower.


“Consolidated Short Term Debt”:  at the date of determination thereof, all
short term debt of the Parent Borrower and its Restricted Subsidiaries as
determined on a Consolidated basis in accordance with GAAP and as disclosed on the
Parent Borrower’s consolidated balance sheet most recently delivered under
subsection 6.1.


“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 Parent Borrower
and its Restricted Subsidiaries as at the end of the most recently ended fiscal
quarter of the Parent 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 (i) the aggregate principal amount of outstanding Indebtedness
of the Parent Borrower 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 (ii) the amount of Unrestricted
Cash held by the Parent 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 Parent
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 Parent 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:


(1)           if
since the beginning of such period the Parent Borrower or any Restricted
Subsidiary shall have made a Sale, the Consolidated EBITDA for such period 



 19
 









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;


(2)           if
since the beginning of such period the Parent 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


(3)           if
since the beginning of such period any Person became a Restricted Subsidiary or
was merged or consolidated with or into the Parent 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
(1) or (2) above if made by the Parent 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 Parent Borrower.


“Consolidated Working Capital”:  at the date of determination thereof, the
aggregate amount of all current assets (excluding cash, Cash Equivalents and
deferred taxes recorded as assets) minus the aggregate amount of all current
liabilities (excluding, without duplication, Indebtedness under the Revolving
Facility, Consolidated Current Portion of Long Term Debt, any Indebtedness
described in subsections 7.1(b)(ix) and (xi), working capital debt of Foreign
Subsidiaries and deferred taxes recorded as liabilities), in each case
determined on a Consolidated basis for the Parent Borrower and its Restricted
Subsidiaries.


“Consolidation”:  the consolidation of the accounts of each of
the Restricted Subsidiaries with those of the Parent Borrower in accordance
with GAAP; provided that “Consolidation” will not include consolidation
of the accounts of any Unrestricted Subsidiary, but the interest of the Parent
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 Parent
Borrower shall be to the consolidated financial statements of ServiceMaster
(with Subsidiaries of ServiceMaster being deemed Subsidiaries of the Parent
Borrower), as the context may require.



 20
 









“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 Directors”:  the directors of the Board of Directors of
the Parent Borrower on the Closing Date, after giving effect to the
Transactions and the other transactions contemplated thereby, and each other
director if, in each case, such other director’s nomination for election to the
Board of Directors of the Parent Borrower is recommended by at least a majority
of the then Continuing Directors or the election of such other director is
approved by one or more Permitted Holders.


“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 Parent Borrower to permit the Incurrence of Contribution
Indebtedness pursuant to subsection 7.1(b)(xii).


“Contribution Indebtedness”:  Indebtedness of the Parent 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 Parent 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 Parent 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, 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 



 21
 









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.


“Cumulative Excess Cash Flow”:  the amount equal to the sum of Excess Cash
Flow (but not less than zero) for the fiscal year ending on December 31, 2008
and Excess Cash Flow (but not less than zero in any fiscal year) for each
succeeding and completed fiscal year. 
For purposes of determining Cumulative Excess Cash Flow, Excess Cash
Flow shall be calculated without reduction for any amount applied to permit a
Restricted Payment.


“Cumulative Retained Excess Cash Flow”:  the amount (if any) of Cumulative Excess Cash
Flow that (a) was not required to be applied to prepay the Term Loans pursuant
to subsection 3.4(c) of the Term Loan Credit Agreement (or, should the
subsection numbering or organization of the Term Loan Credit Agreement be
changed following an amendment thereto, the corresponding subsection of the
Term Loan Credit Agreement) and (b) was not previously applied to permit a
Restricted Payment (to the extent of the amount of such Restricted Payment that
then remains outstanding).  The Parent
Borrower shall promptly notify the Administrative Agent of any application of
such amount as contemplated by clause (b) above.


“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.


“Debt Financing”:  the debt financing transactions contemplated
under (a) the Loan Documents, (b) the Term Loan Documents and (c) the Senior
Interim Loan Agreement, in each case including any Interest Rate Protection
Agreements related thereto.


“Default”: 
any of the events specified in Section 8, whether or not any requirement
for the giving of notice (other than, in the case of subsection 8(e), a Default
Notice), the lapse of time, or both, or any other condition specified in
Section 8, has been satisfied.


“Default Notice”:  as defined in subsection 8(e).


“Defaulting Lender”:  as defined in subsection 3.8(c).



 22















“Delayed Draw Term Loan”:  as defined in the Term Loan Credit Agreement.


“Delayed Draw Term Loan Commitment”:  as defined in the Term Loan Credit Agreement.


“Designated Foreign Currencies”:  Euros and Pounds Sterling, and any other
available and freely convertible foreign currency selected by Parent Borrower
and approved by the Administrative Agent and the Syndication Agent.


“Designated Noncash Consideration”:  the Fair Market Value of non-cash consideration
received by the Parent Borrower or one of its Restricted Subsidiaries in
connection with an Asset Disposition that is so designated as Designated
Noncash Consideration pursuant to a 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 Parent 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 Parent
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 Parent 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
Parent 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 or “Asset Disposition” as defined in the
Senior Interim Loan Agreement or any Senior Notes Indenture) (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 or “Asset Disposition”
as defined in the Senior Interim Loan Agreement or any Senior Notes Indenture),
in whole or in part, in each case on or prior to the Maturity Date; provided
that Capital Stock issued to any employee benefit plan, or by any such plan to
any employees of the Parent Borrower or any Subsidiary, shall not constitute
Disqualified Stock solely because it may be required to be 



 23
 









repurchased or otherwise acquired or retired in order
to satisfy applicable statutory or regulatory obligations.


“Dollar Equivalent”:  at any time, (a) with respect to any amount
denominated in Dollars, such amount, and (b) with respect to any amount
denominated in any Designated Foreign Currency, at any date of determination
thereof, an amount in Dollars equivalent to such amount calculated on the basis
of the Spot Rate of Exchange (determined as of the close of business of the
immediately preceding Business Day).


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


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


“Dormant Subsidiary”:  any Subsidiary of the Parent Borrower that
carries on no operations, had revenues of less than $2.0 million during the
most recently completed period of four consecutive fiscal quarters of the
Parent Borrower and has total assets of less than $2.0 million as of the last
day of such period; provided that the assets of all Subsidiaries
constituting Dormant Subsidiaries shall at no time exceed $10.0 million in the
aggregate and the revenues of all Subsidiaries constituting Dormant
Subsidiaries for any four consecutive fiscal quarters shall at no time exceed
$10.0 million in the aggregate.


“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 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.



 24
 









“Equity Offering”:  a sale of Capital Stock (x) that is a sale of
Capital Stock of the Parent Borrower (other than Disqualified Stock), or (y)
proceeds of which are (or are intended to be) contributed to the equity capital
of the Parent 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 or, in the case of Loans
made in a  Designated Foreign Currency,
in the applicable Designated Foreign Currency, in each case with a term
comparable to such Interest Period that appears on  (in the case of Loans in Dollars or in
Designated Foreign Currency other than Euros) the BBA LIBOR Rates Page (as
defined below) or (in the case of Loans in Euros) the EURIBOR Rates Page (as
defined below), in each case 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 or EURIBOR Rates Page, as applicable, “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 or in
the applicable Designated Foreign Currency 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 or in the applicable Designated
Foreign Currency 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,
with respect to any Designated Foreign Currency, the display page applicable to
such Designated Foreign Currency on the Reuters Service (or in each case such
other page as may replace such page on such service for the purpose of displaying
the rates at which Dollar deposits or deposits in any Designated Foreign
Currency are offered by leading banks in the London interbank deposit market).


“EURIBOR Rates Page” shall mean the display
designated as Reuters Screen EURIBOR01 Page (or such other page as may replace
such page on such service for the purpose of displaying the percentage rate per
annum determined by the Banking Federation of the European Union commonly
referred to as EURIBOR).


“Eurocurrency Loans”:  Loans the rate of interest applicable to
which is based upon the Eurocurrency Rate. 
All loans denominated in a Designated Foreign Currency shall be
Eurocurrency Loans.


“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%):



 25
 









 


	
   

  	
  Eurocurrency Base Rate

  	
   

  
	
   

  	
  1.00 - Eurocurrency Reserve Requirements

  	
   

  



“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.


“Euros” and the designation “€”:  the currency introduced on January 1,
1999, at the start of the third stage of European economic and monetary union
pursuant to the Treaty (expressed in Euros).


“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.


“Excess Cash Flow”:  for any period, Consolidated EBITDA for such
period minus


(a)           (i)
any Capital Expenditures made during such period (or to be made for which
binding agreements exist so long as to the extent not consummated within 90
days after such period, such amount is added back to Excess Cash Flow for the
subsequent period) in cash (excluding the principal amount of Indebtedness
incurred in connection with such expenditures and any such expenditures
financed with the proceeds of any Reinvested Amount (as determined at the end
of such period) unless and to the extent such proceeds are included in Consolidated
EBITDA), and (ii) to the extent not deducted in calculating Consolidated
EBITDA, any acquisitions made during such period (or to be made for which
binding agreements exist) not prohibited by this Agreement and financed with
cash, minus


(b)           any
principal payments of the Term Loans made during such period, minus


(c)           any
principal payments resulting in a permanent reduction of any other Indebtedness
of the Parent Borrower or any of its Restricted Subsidiaries made during such period,
minus


(d)           Consolidated
Interest Expense for such period, minus


(e)           any
taxes paid or payable in cash during such period, minus



 26
 









(f)            the
Net Available Cash from any Asset Disposition or Recovery Event to the extent
that an amount equal to such Net Available Cash (i) (without duplication of
clause (a) or (g) of this definition) consists of any Reinvested Amount or is
otherwise applied (or not required to be applied) in accordance with subsection
7.4 and (ii) is included in the calculation of Consolidated EBITDA, minus


(g)           any
Investment made in accordance with subsection 7.5(a) or (b)(vii) or clause
(i)(z), (ii), (x), (xiv), (xv), (xvi) or (xvii) of the definition of “Permitted
Investment”, minus


(h)           (without
duplication of clause (b) or (c) of this definition) the proceeds of any Sale
and Leaseback Transactions entered into by the Parent Borrower or any of its
Restricted Subsidiaries in accordance with subsection 7.4 during such period in
the ordinary course of its business to the extent included in Consolidated
EBITDA, minus


(i)            to
the extent not otherwise subtracted from Consolidated EBITDA in this definition
of “Excess Cash Flow”, any Permitted Payments made in cash during such period
of the type described in subsection 7.5(b)(v), (vi), (vii) or (viii), minus


(j)            to
the extent included in Consolidated EBITDA, the amount of any cash
contributions required by law to be made by the Parent Borrower or any of its
Restricted Subsidiaries to any Plan, minus


(k)           to
the extent included in Consolidated EBITDA, any cash expenses relating to the
Transactions, minus


(l)            any
earnings of a Foreign Subsidiary or a Special Purpose Subsidiary included in
Consolidated EBITDA for such period (except to the extent such earnings are
used for any purposes described in clauses (a) through (k) above) to the extent
the terms of any Indebtedness of any Foreign Subsidiary or any Special Purpose
Subsidiary prohibit the distribution thereof, minus


(m)          any
expenses or charges related to any Equity Offering, Investment or Indebtedness
permitted by this Agreement including without limitation acquisitions permitted
hereunder (whether or not consummated or incurred), and any management, monitoring,
consulting and advisory fees and related expenses paid to any of CDR and its Affiliates,
plus


(n)           the
Change in Consolidated Working Capital for such period.


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


“Excluded Contribution”:  Net Cash Proceeds, or the Fair Market Value
of property or assets, received by the Parent Borrower as capital contributions
to the Parent Borrower after the Closing Date or from the issuance or sale
(other than to a Restricted 



 27
 









Subsidiary) of Capital Stock (other than Disqualified
Stock or Designated Preferred Stock) of the Parent Borrower, in each case to
the extent designated as an Excluded Contribution pursuant to a certificate
signed by a Responsible Officer of the Parent Borrower and not previously
included in the calculation set forth in subsection 7.5(a)(3)(B)(x) for
purposes of determining whether a Restricted Payment may be made.


“Excluded Subsidiary”:  any (a) Special Purpose Subsidiary,
(b) Subsidiary of a Foreign Subsidiary, (c) Unrestricted Subsidiary,
(d) Immaterial Subsidiary, (e) Dormant Subsidiary, (f) Captive
Insurance Subsidiary, (g) Domestic Subsidiary that is prohibited by any
applicable Requirement of Law from guaranteeing or granting Liens to secure the
Obligations at the time such Subsidiary becomes a Restricted Subsidiary (and
for so long as such restriction or any replacement or renewal thereof is in
effect), (h) Home Warranty Subsidiary or (i) ServiceMaster BSC L.L.C.; provided
that, notwithstanding the foregoing, any Restricted Subsidiary that Guarantees
the payment of the Senior Interim Loan Facility Indebtedness (including any
Senior Notes) shall not be an Excluded Subsidiary.


“Excluded Taxes”:  any (a) Taxes measured by or imposed upon the
net income of any Agent, Issuing Bank 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, Issuing Bank 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, Issuing Bank 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, Issuing Bank or Lender, applicable lending office, branch or
affiliate other than a connection arising solely from such Agent, Issuing Bank
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 property by the Parent 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.


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


“Existing 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.



 28
 









“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, dated as of August 15, 1997, the Second Supplemental
Indenture thereto, between the Parent 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 Parent Borrower and the
Existing Notes Trustee, dated as of March 2, 1998 and the Fourth Supplemental
Indenture, between the Parent 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.


“Existing Specified Indebtedness”:  all Indebtedness listed on Schedule D.


“Extension of Credit”:  as to any Lender, the making of, or, in the
case of subsection 2.7(d)(ii), participation in, a Loan by such Lender or the
issuance of, or participation in, a Letter of Credit by such Lender.


“Facility”: 
the Revolving Commitments and the Extensions of Credit 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.


“Financing Disposition”:  any sale, transfer, conveyance or other
disposition of, or creation or incurrence of any Lien on, property or assets
(i) by the Parent 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 (ii) by the Parent
Borrower or any Subsidiary thereof to or in favor of any Special Purpose Entity
that is not a Special Purpose Subsidiary.


“FIRREA”: 
the Financial Institutions Reform, Recovery and Enforcement Act of 1989,
as amended from time to time.


“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 



 29
 









(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 Parent Borrower for which internal
consolidated financial statements of the Parent 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 Parent 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 Parent
Borrower or any of its Subsidiaries, other than any such plan, fund, program,
agreement or arrangement sponsored by a Governmental Authority.


“Foreign Subsidiary”:  (i) any Restricted Subsidiary of the
Parent 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 (ii) any Foreign Subsidiary Holdco.


“Foreign Subsidiary Borrower”:  any Foreign Subsidiary that is listed as a
Foreign Subsidiary Borrower on Schedule E, as such schedule may be amended from
time to time pursuant to subsection 10.1(f) (including, without limitation, the
delivery of the documents required by subsection 10.1(f)), other than any
Subsidiary that has ceased to be a Foreign Subsidiary Borrower pursuant to
subsection 10.1(f); provided that, with respect to each such listed
Foreign Subsidiary, its status as a Foreign Subsidiary Borrower hereunder shall
not be effective until (a) such Foreign Subsidiary shall have executed and
delivered a Joinder Agreement pursuant to which such Foreign Subsidiary shall
for all purposes of this Agreement be a party to and a Foreign Subsidiary
Borrower under this Agreement and the other Loan Documents, (b) such Foreign Subsidiary
shall have entered into security documents securing such Foreign Subsidiary’s
monetary obligations as a Foreign Subsidiary Borrower and the Subsidiaries of
such Foreign Subsidiary (other than any such Subsidiaries which are Dormant
Subsidiaries, Captive Insurance Subsidiaries or Immaterial Subsidiaries) shall
have entered into guarantee documents guaranteeing, and security documents
securing, such Foreign Subsidiary’s monetary obligations as a Foreign Subsidiary
Borrower, in each case in form and substance reasonably satisfactory to the
Administrative Agent and to the extent the making of such guarantee, or the
grant of such security, as applicable, could not reasonably be expected to give
rise to or result in (i) any violation of applicable law, (ii) any liability
for the officers, directors or shareholders of such Foreign Subsidiary or
Subsidiary thereof, (iii) any material risk of any such violation or liability
or (iv) any material cost or expense, and (c) such Foreign Subsidiary shall
have delivered its initial notice of borrowing pursuant to subsection 2.2.



 30
 









“Foreign Subsidiary Borrower Termination”:  a Foreign Subsidiary Borrower Termination
delivered to the Administrative Agent in accordance with subsection 10.1(f),
substantially in the form of Exhibit M hereto.


“Foreign Subsidiary Holdco”:  any Restricted Subsidiary of the Parent
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 “Capital
Expenditures,” “Consolidated Coverage Ratio,” “Consolidated EBITDA,” “Consolidated
Funded Indebtedness,” “Consolidated Indebtedness,” “Consolidated Interest
Expense,” “Consolidated Long Term Debt,” “Consolidated Net Income,” “Consolidated
Secured Indebtedness,” “Consolidated Secured Leverage Ratio,” “Consolidated
Short Term Debt,” “Consolidated Tangible Assets,” “Consolidated Total
Indebtedness,” “Consolidated Total Leverage Ratio,” “Consolidated Working
Capital,” “Excess Cash Flow” 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 accounting profession.


“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 and Collateral Agreement”:  the Guarantee and Collateral Agreement
delivered to the Revolving Collateral Agent as of the date hereof,
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 



 31
 









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.


“Guarantors”: 
the collective reference to Holding and each Subsidiary Guarantor that
is from time to time party to the Guarantee and Collateral Agreement;
individually, a “Guarantor”.


“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 Parent Borrower that is subject to regulation as a
home warranty, service contract or similar company (or any Subsidiary thereof).


“Immaterial Subsidiary”:  any Subsidiary of the Parent Borrower
designated by the Parent Borrower to the Administrative Agent in writing that
had (a) total consolidated revenues of less than 2.5% of the total consolidated
revenues of the Parent Borrower and its Subsidiaries during the most recently
completed period of four consecutive fiscal quarters of the Parent Borrower and
(b) total consolidated assets of less than 2.5% of the total consolidated
assets of the Parent Borrower and its Subsidiaries as of the last day of such
period; provided that (x) for purposes of subsection 6.9, any
Special Purpose Subsidiary shall be deemed to be an “Immaterial Subsidiary”,
and (y) Immaterial Subsidiaries (other than any Special Purpose
Subsidiary) shall not, in the aggregate, (1) have had revenues in excess
of 10% of the total consolidated revenues of the Parent Borrower and its
Subsidiaries during the most recently completed period of four consecutive fiscal
quarters or (2) have had total assets in excess of 10% of the total
consolidated assets of the Parent Borrower and its Subsidiaries as of the last
day of such period.  Any Subsidiary so
designated as an Immaterial Subsidiary that fails to meet the foregoing as of
the last day of any such four consecutive fiscal quarter period shall continue
to be deemed an “Immaterial Subsidiary” hereunder until the date that is 60
days following the delivery of annual or quarterly financial statements
pursuant to subsection 6.1 with respect to the last quarter of such four consecutive
fiscal quarter period.


“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




 32
 









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”: 
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
Parent 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 Parent 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); provided that Indebtedness shall not include
Contingent Obligations Incurred in the ordinary course of business.  Indebtedness shall not include any “parallel
debt” obligations created in connection with a Lien created to secure
Indebtedness under this Agreement or other Indebtedness permitted under this
Agreement.  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.



 33
 









“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.


“Intercreditor Agreement”:  the Intercreditor Agreement dated as of the
date hereof among the Administrative Agent, the Revolving Collateral Agent, the
Term Loan Administrative Agent and the Term Loan Collateral Agent, and
acknowledged by certain of the Loan Parties, substantially in the form of
Exhibit C, as amended, restated, supplemented or otherwise modified from time
to time in accordance therewith and herewith.


“Interest Payment Date”:  (a) as to any ABR Loan, the last day of each
March, June, September and December to occur while such Loan is outstanding,
and the final maturity date of such Loan, (b) as to any Eurocurrency Loan
having an Interest Period of three months or less, the last day of such
Interest Period and (c) as to any Eurocurrency Loan having an Interest Period
longer than three months, (i) each day that is three months, or a whole
multiple thereof, after the first day of such Interest Period and (ii) the last
day of such Interest Period.


“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 one, two, three or six months,
or, if available to all relevant Lenders, one week or 9 or 12 months
thereafter, as selected by the Parent Borrower in its notice of borrowing or
notice of conversion, as the case may be, given with respect thereto; and


(b)           thereafter,
each period commencing on the last day of the next preceding Interest Period
applicable to such Eurocurrency Loan and ending one, two, three or six months,
or, if available to all relevant Lenders, one week or 9 or 12 months
thereafter, as selected by the Parent Borrower by irrevocable notice to the
Administrative Agent not less than three Business Days prior to the last day of
the then current Interest Period with respect thereto;


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;


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



 34
 









(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; and


(iv)          the
Parent Borrower shall select Interest Periods so as not to require a scheduled
payment of any Eurocurrency Loan during an Interest Period for such Loan.


“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.


“Interest Rate Protection Agreement”:  any interest rate protection agreement, interest
rate future, interest rate option, interest rate cap or collar or other
interest rate hedge arrangement in form and substance, and for a term,
reasonably satisfactory to the Administrative Agent (or otherwise complying
with subsection 6.10) to or under which the Parent Borrower or any of its
Subsidiaries is or becomes a 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 Parent Borrower’s equity interest in such Subsidiary) of the Fair Market
Value of the net assets of any Subsidiary of the Parent 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
Parent Borrower shall be deemed to continue to have a permanent “Investment” in
an Unrestricted Subsidiary in an amount (if positive) equal to (x) the Parent
Borrower’s “Investment” in such Subsidiary at the time of such redesignation
less (y) the portion (proportionate to the Parent 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 Parent Borrower) at the time of such transfer and (iii)
for purposes of subsection 7.5(a)(3)(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 (xvi)).  



 35
 









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 Parent
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).


“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 Parent 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.


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


“Investors”: 
(i) the CDR
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.


“Issuing Bank”: 
as the context may require, (a) Citibank, N.A. or any Affiliate thereof,
in its capacity as issuer of any Letter of Credit or (b) any other Lender that
may become an Issuing Bank under subsection 2.6(i).


“Joinder Agreement”:  a joinder agreement with respect to a Foreign
Subsidiary Borrower substantially in the form of Exhibit K.


“JPMSI”:  J.P. Morgan Securities Inc.



 36
 









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


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


“L/C Designated Foreign Currencies”:  Euros, Pounds Sterling, and any other
available and freely convertible foreign currency selected by Parent Borrower
and approved by the Administrative Agent and the Issuing Bank.


“L/C Facing Fee”:  as defined in subsection 2.6(c)(i).


“L/C Fee Payment Date”:  with respect to any Letter of Credit, the
last Business Day of each March, June, September and December to occur after
the date of issuance thereof to and including the first such day to occur on or
after the date of expiry thereof.


“L/C Obligations”:  at any time, an amount equal to the sum of
(a) the aggregate then undrawn and unexpired amount of the then outstanding
Letters of Credit (including, without limitation, in the case of outstanding
Letters of Credit in any Designated Foreign Currency, the Dollar Equivalent of
the aggregate then undrawn and unexpired amount thereof) and (b) the aggregate
amount of drawings under Letters of Credit which have not then been reimbursed
pursuant to subsection 2.6(e) (including, without limitation, in the case of
Letters of Credit in any Designated Foreign Currency, the Dollar Equivalent of
the unreimbursed aggregate amount of drawings thereunder, to the extent that
such amount has not been converted into Dollars in accordance with subsection
2.6(e)).


“L/C Participants”:  the collective reference to all the Lenders
other than the Issuing Bank.


“Lead Arrangers”:  CGMI, JPMSI, BAS, GSCP and Morgan Stanley as
Joint Lead Arrangers and Joint Bookrunners.


“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 foreign or domestic 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 Parent Borrower, to make any
Revolving Loans or Swing Line Loans available to any 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.


“Letter of Credit Request”:  a letter of credit request substantially in
the form of Exhibit L or in such form as the Issuing Bank may specify from time
to time, requesting the Issuing Bank to open a Letter of Credit, and
accompanied by an application and agreement for 



 37
 









the issuance or amendment of a Letter of Credit in
such form as the Issuing Bank may reasonably specify from time to time
consistent with the terms hereof (it being understood that in the event of any
express conflict, the terms hereof shall control).


“Letters of Credit”:  as defined in subsection 2.6(a).


“Liabilities”: 
collectively, any and all claims, obligations, liabilities, causes of actions,
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.


“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 Revolving Loan or a Swing Line Loan, as the context shall require;
collectively, the “Loans”.


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


“Loan Parties”: 
Holding, the Parent Borrower, each U.S. Subsidiary Borrower, each
Foreign Subsidiary Borrower and each other Subsidiary Guarantor that is a party
to a Loan Document as a Guarantor or a pledgor under any of the Security
Documents; individually, a “Loan Party”. 
No Excluded Subsidiary shall be a Loan Party.


“Management Advances”:  (1) loans or advances made to directors,
officers, employees or consultants of any Parent, the Parent 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,
ServiceMaster and each of CDR, Banc of America Capital Investors V, L.P.,
Citigroup Alternative Investments LLC and JP Morgan Ventures Corporation, (iii)
the Consulting 



 38
 









Agreement, dated as of the Closing Date, among Holding
Parent, ServiceMaster and CDR, (iv) the
Indemnification Agreements, each dated as of the Closing Date, among Holding
Parent and ServiceMaster and each of (a) CDR
and each CDR 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 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 Parent 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 Parent
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 Parent 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 inheritance from
other Management Investors, as determined in good faith by the Parent 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 Parent Borrower or any Parent.



 39
 









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


“Mandatory Costs”:  with respect to any period, the percentage
rate per annum determined in accordance with Schedule 1.1.


“Mandatory Revolving Loan Borrowing”:  as defined in subsection 2.7(c).


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


“Material Restricted Subsidiary”:  any Restricted Subsidiary other than one or more Restricted
Subsidiaries designated by the Parent Borrower that in the aggregate do not constitute
Material Subsidiaries.  Foreign
Subsidiary Borrowers and U.S. Subsidiary Borrowers shall be deemed to be
Material Restricted Subsidiaries at all times.


“Material Subsidiaries”:  Subsidiaries of the Parent Borrower
constituting, individually or in the aggregate (as if such Subsidiaries
constituted a single Subsidiary), a “significant subsidiary” in accordance with
Rule 1-02 under Regulation S-X.


“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.


“Maturity Date”:  July 24, 2013.


“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.


“Mortgaged Properties”:  the collective reference to real properties,
if any, acquired after the Closing Date and owned in fee by the Loan Parties on
which the Loan Parties are required to grant a mortgage pursuant to
subsection 6.9(a).



 40
 









“Mortgages”: 
each of the mortgages and deeds of trust, if any, executed and delivered
by any Loan Party to the Revolving Collateral Agent, substantially in the form
of Exhibit D, as the same may be amended, supplemented, waived or otherwise
modified from time to time.


“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
(including any Sale and Leaseback Transaction) or Recovery Event, 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 Recovery Event 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 or Recovery
Event (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 or involved in
such Recovery Event, in accordance with the terms of any Lien upon such assets,
or (y) that must by its terms, or, in the case of an Asset Disposition, 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 or Recovery
Event, 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 Recovery Event, or to any other Person (other than the Parent Borrower or a
Restricted Subsidiary) owning a beneficial interest in the assets disposed of
in such Asset Disposition or Recovery Event, (iv) any liabilities or
obligations associated with the assets disposed of in such Asset Disposition or
involved in such Recovery Event and retained, indemnified or insured by the
Parent 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, (v) in the case of an Asset Disposition the amount of any purchase
price or similar adjustment (x) claimed by any Person to be owed by the Parent
Borrower 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
Parent Borrower or any Restricted Subsidiary, in either case in respect of such
Asset Disposition, (vi) in the case of any Recovery Event, any amount
thereof that constitutes or represents reimbursement or compensation for any
amount previously paid by Parent Borrower or any of its Subsidiaries and
(vii) in the case of any Asset Disposition by, or Recovery Event relating
to any asset of, the Parent Borrower or any Restricted Subsidiary that is not a
Borrower or a Subsidiary Guarantor, any amount of proceeds from such Asset
Disposition or Recovery Event to the extent (x) subject to any restriction on
the transfer thereof directly or indirectly to the Parent Borrower, including 



 41
 









by reason of applicable law or agreement (other than
any agreement entered into primarily for the purpose of imposing such a
restriction) or (y) in the good faith determination of the Parent Borrower
(which determination shall be conclusive), the transfer thereof directly or
indirectly to the Parent Borrower could reasonably be expected to give rise to
or result in (A) any violation of applicable law, (B) any liability (criminal,
civil, administrative or other) for any of the officers, directors or
shareholders of the Parent Borrower, any Restricted Subsidiary or any Parent,
(C) any violation of the provisions of any joint venture or other material
agreement governing or binding upon the Parent Borrower or any Restricted
Subsidiary, (D) any material risk of any such violation or liability referred
to in any of the preceding clauses (A), (B) and (C), (E) any adverse tax
consequence for the Parent Borrower, any Restricted Subsidiary or any Parent,
or (F) any cost, expense, liability or obligation (including, without
limitation, any Tax) other than routine and immaterial out-of-pocket expenses.


“Net Cash Proceeds”:  with respect to any issuance or sale of any securities
or Indebtedness of the Parent Borrower or any Subsidiary by the Parent 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.


“New York Process Agent”:  as defined in subsection 10.13(b).


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


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


“Notes”: 
the collective reference to the Revolving Notes and the Swing Line Note.


“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 Parent 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.


“Obligation Currency”:  as defined in subsection 10.8.


“Obligor”:  any purchaser of goods or services or other
Person obligated to make payment to Parent Borrower or any of its Subsidiaries
(other than to any Special Purpose Subsidiaries and the Foreign Subsidiaries)
in respect of a purchase of such goods or services.


“Original Lenders”:  Citibank, N.A., JPMorgan Chase Bank, N.A.,
Blue Ridge Investments, L.L.C., 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.



 42















“Other Representatives”:  each of CGMI, JPMSI, BAS, GSCP and Morgan
Stanley, in their collective capacity as Joint Bookrunners and Joint Lead
Arrangers of the Commitments hereunder.


“Parent”: 
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 Parent Borrower is a
Subsidiary.  As used herein, “Other Parent”
means a Person of which the Parent Borrower becomes a Subsidiary after the
Closing Date, provided that either (x) immediately after the Parent
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 Parent Borrower immediately prior to
the Parent 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 Parent
Borrower first becoming a Subsidiary of such Person.


“Parent Borrower”:  as defined in the Preamble hereto.


“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, the Term Loan Facility, the Senior Interim Loan
Facility or any other agreement or instrument relating to Indebtedness of the
Parent 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 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 Parent 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 Parent 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 Parent Borrower or the relevant
Restricted Subsidiary out of the proceeds of such offering promptly if completed.



 43
 









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


“Patriot Act”: 
as defined in subsection 10.18.


“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 Acquisition”:  any acquisition by the Parent Borrower or any
of its Restricted Subsidiaries of all the business or assets constituting a
business unit, of any Person, or any Investment by the Parent Borrower or any
of its Restricted Subsidiaries in the Capital Stock of any Person that prior
thereto was not an Affiliate of the Parent Borrower and that thereby becomes a
Restricted Subsidiary; provided that either (1) (x) no Default or Event
of Default exists at the time of such acquisition or would result therefrom,
(y) on the date of such acquisition, after giving effect thereto, either (A)
the Consolidated Total Leverage Ratio of the Parent Borrower shall not exceed
7.25:1.00 or (B) the Consolidated Total Leverage Ratio of the Parent Borrower
would equal or be less than the Consolidated Total Leverage Ratio of the Parent
Borrower immediately prior to giving effect thereto and (z) the aggregate
consideration (as determined in good faith by the Parent Borrower) paid by the
Parent Borrower and its Restricted Subsidiaries for any Person that becomes a
Foreign Subsidiary in connection with all such acquisitions since the Closing
Date shall not exceed the greater of $50 million and 3.75% of Consolidated
Tangible Assets or (2) the aggregate amount of consideration (as determined in
good faith by the Parent Borrower) paid by the Parent Borrower and its
Restricted Subsidiaries for such acquisitions and Investments (other than any
made pursuant to the preceding clause (1)) in any fiscal year shall not exceed
$75 million plus the excess, if any, of (a) $75 million over (b) the aggregate
amount of consideration (as so determined) paid by the Parent Borrower and its
Restricted Subsidiaries pursuant to this clause (2) in the immediately
preceding fiscal year.


“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
CDR, 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
Parent 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 Parent
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




 44
 









the Borrowers make all payments of Loans and other
amounts required by subsection 7.8(a), together with its Affiliates, shall
thereafter constitute Permitted Holders.


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


(i)            (x) a Restricted
Subsidiary, (y) the Parent Borrower, or (z) 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); provided that in the case of this
clause (z) if any such Investment constitutes an acquisition of all the
business, or assets constituting a business unit, of any Person, or any
Investment by the Parent Borrower or any of its Restricted Subsidiaries in the
Capital Stock of any Person that prior thereto was not an Affiliate of the
Parent Borrower and that thereby becomes a Restricted Subsidiary, such
Investment shall be a Permitted Acquisition;


(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 Parent 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; provided
that if any such Investment constitutes an acquisition of all the business, or
assets constituting a business unit, of any Person, or any Investment by the
Parent Borrower or any of its Restricted Subsidiaries in the Capital Stock of
any Person that prior thereto was not an Affiliate of the Parent Borrower and
that thereby becomes a Restricted Subsidiary, such Investment shall be a
Permitted Acquisition;


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


(iv)          receivables
owing to the Parent 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 Parent
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;



 45
 









(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 Parent Borrower, 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 Parent Borrower;


(xi)           bonds secured by assets
leased to and operated by the Parent Borrower or any Restricted Subsidiary that
were issued in connection with the financing of such assets so long as the
Parent 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, without limitation, any Senior Notes);


(xiii)         any Investment to the extent made using
Capital Stock of the Parent 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 Parent Borrower);


(xvii)       any Investment (1) by any Captive Insurance
Subsidiary in connection with its provision of insurance to the Parent Borrower
or its Subsidiaries or (2) by any Home Warranty Subsidiary in connection with
its provision of home warranty, service 



 46
 









contract
or similar contracts or policies on behalf of the Parent 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.


“Permitted Lien”:  any Lien permitted pursuant to the Loan
Documents, including, without limitation, those permitted to exist pursuant to
subsection 7.2 or described in any of the clauses of such subsection 7.2.


“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.


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


“Pounds Sterling” or “£”:  the lawful currency of the United Kingdom.


“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.



 47
 









“Pricing Grid”:  with respect to Revolving Loans and Swing
Line Loans:


	
  Consolidated Secured

  Leverage Ratio

  	
   

  	
  Applicable 

  Margin for 

  ABR Loans

  	
   

  	
  Applicable 

  Margin for 

  Eurocurrency Loans

  	
   

  	
  Applicable 

  Commitment 

  Fee Rate

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than

  4.5 to 1.00

  	
   

  	
   

  	
  1.75

  	
  %

  	
  2.75

  	
  %

  	
  0.50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equal to or less

  than 4.5 to 1.00

  and greater than

  3.75 to 1.00

  	
   

  	
   

  	
  1.50

  	
  %

  	
  2.50

  	
  %

  	
  0.50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equal to or less than

  3.75 to 1.00

  	
   

  	
   

  	
  1.25

  	
  %

  	
  2.25

  	
  %

  	
  0.375

  	
  %

  



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


“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 a rating on the Credit Facilities
publicly available, a nationally recognized statistical rating agency or
agencies, as the case may be, selected by the Parent 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.


“Recovery Event”:  any settlement of or payment in respect of
any property or casualty insurance claim or any condemnation proceeding
relating to any asset of the Parent Borrower and its Restricted Subsidiaries
constituting Collateral giving rise to Net Available Cash to such Loan Party in
excess of (x) $2.5 million in any one case and (y) $20.0 million in
the aggregate in any fiscal year minus the Net Available Cash in such
fiscal year from dispositions classified by the Parent Borrower pursuant to
clause (xviii) of the definition of “Asset Disposition”.



 48
 









“Redeemed Notes”:  the Parent Borrower’s 6.95% Notes due August
15, 2007 and 7.875% Notes due August 15, 2009, each issued under the Existing
Notes Indenture and each expected to be repaid or redeemed from the proceeds of
borrowings of Delayed Draw Term Loans (as defined in the Term Loan Credit
Agreement).


“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 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 Parent Borrower that refinances
Indebtedness of any Restricted Subsidiary 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 shorter, the Loans) or (y) if the
Indebtedness being refinanced is Existing 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 Loans) and, if such
Refinancing Indebtedness is Guaranteed by any Restricted Subsidiary of the
Parent Borrower, each such Guarantee shall be subordinated to the prior payment
in full of the 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), (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 Parent 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 Parent Borrower or a Restricted Subsidiary that refinances
Indebtedness of an Unrestricted Subsidiary. 
Any Refinancing Indebtedness Incurred pursuant to subsection 7.1(b)(iii)
to refinance the Senior Interim Loan Facility shall not have a Stated Maturity
that is earlier than seven and one half years after the Closing Date.


“Refunded Swing Line Loans”:  as defined in subsection 2.7(c).


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


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



 49
 









“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.


“Reimbursement Obligation”:  the obligation of the applicable Borrower to
reimburse the Issuing Bank pursuant to subsection 2.6(e) for amounts drawn on
the applicable Letters of Credit.


“Reinvested Amount”:  with respect to any Asset Disposition
permitted by subsection 7.4 or any Recovery Event, an amount equal to that
portion of the Net Available Cash thereof as shall, according to a certificate
signed by a Responsible Officer of the Parent Borrower delivered to the
Administrative Agent at the end of the applicable reinvestment period provided
for in subsection 7.4(b)(i), be reinvested or committed to be reinvested in the
business of the Parent Borrower and its Restricted Subsidiaries in a manner
consistent with the requirements of subsection 7.4 and the other provisions
hereof within 450 days from the later of the date of such Asset Disposition or
Recovery Event, as the case may be, and the date of receipt of such Net Available
Cash (or, if such reinvestment is a project authorized by the Board of
Directors that will take longer than 15 months to complete, the period of time
necessary to complete such project).


“Related Business”:  those businesses in which the Parent 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, foreign, provincial or local taxes
measured by income and federal, state, foreign, provincial 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 Parent Borrower, any of its Subsidiaries or any Parent),
or being a holding company of the Parent Borrower, any of its Subsidiaries or
any Parent, or receiving dividends from or other distributions in respect of
the Capital Stock of the Parent Borrower, any of its Subsidiaries or any
Parent, or having guaranteed any obligations of the Parent Borrower or any Subsidiary
thereof, or having made any payment in respect of any of the items for which
the Parent Borrower or any of its Subsidiaries is permitted to make payments to
any Parent pursuant to the covenant described under subsection 7.5, or
acquiring, developing, maintaining, owning, prosecuting, 



 50
 









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 Parent Borrower or any Subsidiary thereof, (y) any taxes of a
Parent attributable (1) to any taxable period (or portion thereof) ending on or
prior to the Closing Date and incurred in connection with the Transactions, or
(2) 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 Parent Borrower and its Subsidiaries
would have been required to pay on a separate company basis, or on a consolidated
basis as if the Parent 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, foreign, provincial or local taxes, the amount of any
such taxes that the Parent Borrower and its Subsidiaries would have been
required to pay on a separate company basis, or on a combined basis as if the
Parent Borrower had filed a combined return on behalf of an affiliated group
consisting only of the Parent Borrower and its Subsidiaries (in each case,
reduced by any such taxes paid directly by the Parent Borrower or 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.


“Replacement Intercreditor Agreement”:  as defined in subsection 7.8(c).


“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 Parent Borrower or any of its Subsidiaries pursuant to
Section 4(a) of the Fee Letter, dated April 9, 2007, among Acquisition Co.,
CGMI, JPMSI, JPMorgan, BAS, BAB, Bank of America, N.A., Blue Ridge Investments,
L.L.C., GSCP and Morgan Stanley.


“Required Lenders”:  at any time, Lenders the Total Credit
Percentage of which aggregates to greater than 50%.


“Required Non-Original Lenders”:  Non-Defaulting Lenders (other than Original
Lenders) the Total Credit Percentage of which aggregates to greater than 50%.


“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.



 51
 









“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 subsection 6.7 and without limiting the foregoing, the general
counsel of such Person, (d) with respect to ERISA matters, the senior vice
president - human resources (or substantial equivalent) of such Person and
(e) 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 Lender”:  as defined in subsection 10.1(f).


“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 Parent Borrower other
than an Unrestricted Subsidiary.


“Revolving Collateral Agent”:  as defined in the Preamble hereto.


“Revolving Commitment”:  as to any Lender, its obligation to make
Revolving Loans to, and/or make or participate in Swing Line Loans made to,
and/or issue or participate in Letters of Credit issued on behalf of, the
Borrowers in an aggregate amount not to exceed at any one time outstanding the
amount set forth opposite such Lender’s name in Schedule A under the heading “Revolving
Commitment” or, in the case of any Lender that is an Assignee, the amount of
the assigning Lender’s Revolving Commitment assigned to such Assignee pursuant
to subsection 10.6(b) (in each case as such amount may be adjusted from time to
time as provided herein):  collectively,
as to all the Lenders, the “Revolving Commitments”.  The original amount of the aggregate
Revolving Commitments of the Lenders is $500,000,000.


“Revolving Commitment Percentage”:  as to any Lender, the percentage of the
aggregate Revolving Commitments constituted by its Revolving Commitment (or, if
the Revolving Commitments have terminated or expired, the percentage which (a)
the sum of (i) such Lender’s then outstanding Revolving Loans plus (ii) such
Lender’s interests in the aggregate L/C Obligations and Swing Line Loans then
outstanding then constitutes of (b) the sum of (i) the aggregate Revolving
Loans of all the Lenders then outstanding plus (ii) the aggregate L/C Obligations
and Swing Line Loans then outstanding).



 52
 









“Revolving Commitment Period”:  the period from and including the Closing
Date to but not including the Maturity Date, or such earlier date as the
Revolving Commitments shall terminate as provided herein.


“Revolving Facility”:  the collective reference to this Agreement,
any Loan Documents, any notes and letters of credit issued pursuant hereto 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
this 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 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 Loans”:  as defined in subsection 2.1(a).


“Revolving Note”:  as defined in subsection 2.1(c).


“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”.


“Sale and Leaseback Transaction”:  any arrangement with any Person providing for
the leasing by the Parent Borrower or any of its Subsidiaries of real or
personal property that has been or is to be sold or transferred by the Parent
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 Parent Borrower or such Subsidiary.


“SEC”: 
the Securities and Exchange Commission.


“Secured Parties”:  as defined in the Guarantee and Collateral
Agreement.


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


“Security Agreement”:  the Security Agreement delivered to the
Revolving Collateral Agent as of the date hereof substantially in the form of
Exhibit N, as the same may be amended, supplemented, waived or otherwise
modified from time to time.



 53
 









“Security Documents”:  the collective reference to each Mortgage
related to any Mortgaged Property, if any, the Guarantee and Collateral
Agreement, the Security Agreement and all other similar security documents
hereafter delivered to the Revolving Collateral Agent granting a Lien on any
asset or assets of any Person to secure the obligations and liabilities of the
Loan Parties hereunder and/or under any of the other Loan Documents or to
secure any guarantee of any such obligations and liabilities, including any
security documents executed and delivered or caused to be delivered to the
Revolving Collateral Agent pursuant to subsection 6.9(b) or 6.9(c), in each
case, as amended, supplemented, waived or otherwise modified from time to time.


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


“Senior Interim Loan Agreement”:  the Senior Interim Loan Credit Agreement,
dated as of the Closing Date, among the Parent Borrower, the lenders party
thereto and JPMorgan Chase Bank, N.A., as Administrative 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 Interim Loan Agreement or other
credit agreements, indentures or otherwise, unless such agreement or instrument
expressly provides that it is not intended to be and is not a Senior Interim
Loan Agreement hereunder).


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


“Senior Interim Loan Facility”:  the collective reference to the Senior
Interim Loan Agreement, any Senior Interim Loan Documents, any notes issued
pursuant thereto and any guarantee agreement, and other 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
the original Senior Interim Loan Agreement or other credit agreements,
indentures (including any Senior Notes Indenture) or otherwise, unless such
agreement expressly provides that it is not intended to be and is not a Senior
Interim Loan Facility hereunder). 
Without limiting the generality of the 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 Parent 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.



 54
 









“Senior Interim Loan Facility Indebtedness”:  any Senior Interim Loans, and any
Indebtedness incurred under the Senior Interim Loan Facility pursuant to
subsection 7.1(b)(iii), including any Senior Notes so incurred to refinance any
Senior Interim Loans.  Notwithstanding
the foregoing, the Stated Maturity of the Senior Interim Loan Facility
Indebtedness (including, without limitation, any Senior Notes) shall not be
earlier than seven and one half years after the Closing Date.


“Senior Interim Loans”:  any loans made pursuant to the Senior Interim
Loan Agreement on the Closing Date.


“Senior Notes”: 
(a) any Senior Notes of the Parent 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.


“Senior Notes Indenture”:  any indenture governing any Senior Notes, as
the same may be amended, supplemented, waived or otherwise modified from time
to time in accordance with subsection 7.8 to the extent applicable.


“ServiceMaster”:  as defined in the Preamble hereto.


“Set”: 
the collective reference to Eurocurrency Loans of a single Tranche, the
then current Interest Periods with respect to all of which begin on the same
date and end on the same later date (whether or not such Loans shall originally
have been made on the same day).


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


“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 



 55
 









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 Parent 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
Parent 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 Parent Borrower or any of its Restricted Subsidiaries that the Parent
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
Parent 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 Parent
Borrower or a Restricted Subsidiary that is not a Special Purpose Subsidiary.


“Special Purpose Subsidiary”:  a Subsidiary of the Parent 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/or all rights (contractual
and other), collateral and/or 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 Parent Borrower.


“Sponsor”: 
as defined in the Recitals.



 56
 









“Spot Rate of Exchange”:  (i) with respect to any Designated Foreign
Currency (except as provided in clause (ii) below), at any date of
determination thereof, the spot rate of exchange in London that appears on the
display page applicable to such Designated Foreign Currency on the Reuters
Service (or such other page as may replace such page on such service for the
purpose of displaying the spot rate of exchange in London), provided
that if there shall at any time no longer exist such a page, the spot rate of
exchange shall be determined by reference to another similar rate publishing
service selected by the Administrative Agent and, if no such similar rate
publishing service is available, by reference to the published rate of the
Administrative Agent in effect at such date for similar commercial transactions
or (ii) with respect to any Letters of Credit denominated in any Designated
Foreign Currency (x) for the purposes of determining the Dollar Equivalent of
L/C Obligations and for the calculation of Letter of Credit fees and
commissions, the spot rate of exchange quoted in The Wall Street Journal on the
first Business Day of each month (or, if same does not provide rates, by such
other means reasonably satisfactory to the Administrative Agent and the Parent
Borrower) and (y) for the purpose of determining the Dollar Equivalent of any
Letter of Credit with respect to (A) a demand for payment of any drawing under
such Letter of Credit (or any portion thereof) to any L/C Participants pursuant
to subsection 2.6(d)(i) or (B) a notice from any Issuing Bank for reimbursement
of the Dollar Equivalent of any drawing (or any portion thereof) under such
Letter of Credit by the applicable Borrower pursuant to subsection 2.6(e)(i), the
market spot rate of exchange quoted by the Administrative Agent on the date of
such drawing or notice, as applicable.


“Standby Letter of Credit”:  as defined in subsection 2.6(a).


“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 Parent Borrower
(whether outstanding on the Closing Date or thereafter Incurred) that is expressly
subordinated in right of payment to the Revolving Loans 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 Parent Borrower.


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



 57
 









“Subsidiary Guarantor”:  each Domestic Subsidiary (other than any
Excluded Subsidiary) of the Parent Borrower that executes and delivers a
Subsidiary Guarantee, in each case, unless and until such time as the
respective Subsidiary Guarantor ceases to constitute a Domestic Subsidiary of
the Parent Borrower or is released from all of its obligations under the
Subsidiary Guarantee in accordance with the terms and provisions thereof.


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


“Supermajority Lenders”:  at any time, Lenders the Total Credit
Percentage of which aggregate at least 66 2/3%.


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


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


“Swing Line Commitment”:  the Swing Line Lender’s obligation to make
Swing Line Loans pursuant to subsection 2.7.


“Swing Line Lender”:  Citibank, N.A. in its capacity as provider of
the Swing Line Loans.


“Swing Line Loan Participation Certificate”:  a certificate substantially in the form of
Exhibit H.


“Swing Line Loans”:  as defined in subsection 2.7(a).


“Swing Line Note”:  as defined in subsection 2.7(b).


“Syndication Agent”:  as defined in the Preamble hereto.


“Syndication Date”:  the date on which the Administrative Agent,
in its reasonable discretion, advises the Parent Borrower that the primary
syndication of the Commitments and Loans has been completed.


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


“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 Parent 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 



 58
 









country in whose currency funds are being held pending
their application in the making of an investment or capital expenditure by the
Parent 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 Parent 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 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 Parent 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.



 59
 









“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 Term Loan Credit Agreement, dated as of
the date hereof, among the Parent Borrower, the lenders party thereto,
Citibank, N.A., as administrative agent, collateral agent and LC Facility
Issuing Bank for the lenders thereunder and JPMorgan Chase Bank, N.A., as
syndication 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
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 letters of credit
(including any LC Facility Letter of Credit (as defined in the Term Loan
Documents)) 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 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 the Parent 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 Lender”:  a lender under the Term Loan Credit
Agreement.



 60
 









“Term Loans”: 
the loans made pursuant to the Term Loan Credit Agreement.


“Total Credit Percentage”:  as to any Lender at any time, the percentage
of the aggregate Revolving Commitments (or, in the case of the termination or
expiration of the Revolving Commitments, the Aggregate Outstanding Revolving
Credit of the Lenders) then constituted by such Lender’s Revolving Commitment
(or, in the case of the termination or expiration of the Revolving Commitments,
such Lender’s Aggregate Outstanding Revolving Credit).  In making determinations pursuant to the
preceding sentence, the Dollar Equivalent of all amounts expressed in
currencies other than Dollars shall be utilized.


“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.


“Tranche”: 
each Tranche of Loans available hereunder, with there being two on the
Closing Date, namely Revolving Loans and Swing Line Loans.


“Transaction Documents”:  (i) the Loan Documents, (ii) the Merger
Agreement, (iii) the Term Loan Documents and (iv) the Senior Interim Loan
Documents.


“Transactions”: 
collectively, any or all of the following:  (i) the Merger, (ii) the repayment at
maturity or redemption of the 2007 Notes, the redemption of the 2009 Notes,
(iii) the repayment or refinancing of Existing Specified Indebtedness,
(iv) the entry into the Senior Interim Loan Facility and Incurrence of
Indebtedness thereunder by one or more of the Parent Borrower and its
Subsidiaries, including any Required Interim Loan Refinancing, (v) the entry
into this Agreement and the Incurrence of Indebtedness hereunder by one or more
of the Parent Borrower and its Subsidiaries, (vi) the execution, delivery
and performance of the Term Loan Documents and the borrowings on the Closing
Date thereunder and (vii) all other transactions relating to any of the
foregoing (including payment of fees and expenses related to any of the foregoing).


“Transferee”: 
any Participant or Assignee.


“Treaty”: 
the Treaty establishing the European Economic Community, being the
Treaty of Rome of March 25, 1957 as amended by the Single European Act
1986 and the Maastricht Treaty (which was signed on February 7, 1992 and
came into force on November 1, 1993) and as may, from time to time, be
further amended, supplemented or otherwise modified.


“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.


“UCC”: 
the Uniform Commercial Code as in effect in the State of New York from
time to time.



 61
 









“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.


“Uniform Customs”:  the Uniform Customs and Practice for
Documentary Credits (1993 Revision), International Chamber of Commerce Publication
No. 500, as the same may be amended from time to time.


“Unrestricted Cash”:  as of any date of determination, cash, Cash
Equivalents and Temporary Cash Investments, other than (i) as disclosed in the
consolidated financial statements of the Parent 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 Subsidiary 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 Parent Borrower or any Restricted Subsidiary
that is not either a Captive Insurance Subsidiary or a Home Warranty
Subsidiary.


“Unrestricted Subsidiary”:  (i) any Subsidiary of the Parent 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 Parent Borrower (including any
newly acquired or newly formed Subsidiary of the Parent Borrower) (other than a
Foreign Subsidiary Borrower or U.S. Subsidiary 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
Parent Borrower or any other Restricted Subsidiary of the Parent 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 Parent 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 Parent Borrower certifying that such designation complied with
the foregoing provisions.


“U.S. Subsidiary Borrowers”:  TruGreen Limited Partnership and The Terminix
International Company Limited Partnership.



 62















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


“Voting Stock”: 
as defined in the definition of “Change of Control”.


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 Notes, any other Loan Document or any certificate
or other document made or delivered pursuant hereto.


(b)           As
used herein and in any Notes and any other Loan Document, and any certificate
or other document made or delivered pursuant hereto or thereto, accounting
terms relating to the Parent 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           Revolving Commitments.


(a)           Subject to the terms and conditions hereof,
each Lender severally agrees to make revolving credit loans (together, the “Revolving
Loans”) to each of the Borrowers from time to time during the Revolving
Commitment Period in an aggregate principal amount at any one time outstanding
which, when added to such Lender’s Revolving Commitment Percentage of the sum
of the then outstanding L/C Obligations and the then outstanding Swing Line
Loans, does not exceed the amount of such Lender’s Revolving Commitment then in
effect; provided that (x) no
Lender shall make any Revolving Loan in any Designated Foreign Currency if,
after giving effect to the making of such Revolving Loan, the sum of the Dollar
Equivalent of the then outstanding Revolving Loans in Designated Foreign
Currencies and the then outstanding L/C



 63
 









Obligations
in respect of Letters of Credit denominated in any L/C Designated Foreign
Currency would exceed $50.0 million and (y) the aggregate principal amount
of Revolving Loans made to Foreign Subsidiary Borrowers and L/C Obligations in
respect of Letters of Credit issued on behalf of Foreign Subsidiary Borrowers
shall at no time exceed the Dollar Equivalent of $50.0 million (it being
understood and agreed that the Administrative Agent shall calculate the Dollar
Equivalent of the then outstanding Revolving Loans in any Designated Foreign Currency
and, to the extent applicable, the then outstanding L/C Obligations in respect
of any Letters of Credit denominated in any L/C Designated Foreign Currency on
the date on which the Parent Borrower has given the Administrative Agent a
notice of borrowing with respect to any Revolving Loan for purposes of
determining compliance with this subsection 2.1).  During the Revolving Commitment Period, each
of the Borrowers may use the Revolving Commitments by borrowing, prepaying the
Revolving Loans in whole or in part, and reborrowing, all in accordance with
the terms and conditions hereof.


(b)           The Revolving Loans shall be made in Dollars
or any Designated Foreign Currency and may from time to time be (i)
Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereof, as
determined by the Parent Borrower and notified to the Administrative Agent in accordance
with subsections 2.2 and 3.2; provided that no Revolving Loan shall be
made as a Eurocurrency Loan after the day that is one month prior to the
Maturity Date.  All Revolving Loans made
in a Designated Foreign Currency shall be Eurocurrency Loans.


(c)           Each Borrower agrees that, upon the request
to the Administrative Agent by any Lender made on or prior to the Closing Date
or in connection with any assignment pursuant to subsection 10.6(b), in order
to evidence such Lender’s Revolving Loans, such Borrower will execute and
deliver to such Lender a promissory note substantially in the form of Exhibit A-1,
with appropriate insertions as to payee, date and principal amount (each, as
amended, supplemented, replaced or otherwise modified from time to time, a “Revolving
Note”), payable to the order of such Lender and representing the obligation
of such Borrower to pay the amount of the Revolving Commitment or, if less, the
aggregate unpaid principal amount of all Revolving Loans made by such Lender to
such Borrower.  Each Revolving Note shall
(i) be dated the Closing Date, (ii) be stated to mature on the
Maturity Date and (iii) provide for the payment of interest in accordance
with subsection 3.1.


2.2           Procedure for Revolving Credit Borrowing.


(a)           Each
of the Borrowers may borrow under the Revolving Commitments during the
Revolving Commitment Period on any Business Day; provided that the
Parent Borrower (on behalf of any Parent Borrower) shall give the
Administrative Agent irrevocable notice (which notice must be received by the
Administrative Agent prior to (a) 3:00 P.M., New York City time, at
least three Business Days prior to the requested Borrowing Date, if all or any
part of the requested Revolving Loans are to be initially Eurocurrency Loans
made in Dollars, (b) 3:00 P.M., New York City time, at least four
Business Days prior to the requested Borrowing Date, if all or any part of the
requested Revolving Loans are to be initially Eurocurrency Loans made in any
Designated Foreign Currency, or (c) 12:30 P.M., New York City time,
on the requested Borrowing Date, for ABR Loans), in each case specifying (i)
the identity of the



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Borrower, (ii)
the amount to be borrowed, (iii) the requested Borrowing Date, (iv) whether the
borrowing is to be of Eurocurrency Loans, ABR Loans or a combination thereof
and (v) if the borrowing is to be entirely or partly of Eurocurrency Loans, the
respective amounts of each such Type of Loan, the respective lengths of the initial
Interest Periods therefor and, if the Eurocurrency Loans in respect of such
borrowing are to be made entirely or partly in any Designated Foreign Currency,
the Designated Foreign Currency thereof. 
Unless the Administrative Agent otherwise agrees, all Revolving Loans
incurred and/or maintained during the first week following the Closing Date
shall be incurred and/or maintained in Dollars as ABR Loans or Eurocurrency
Loans with a one week Interest Period applicable thereto.  Unless the Administrative Agent otherwise
agrees, all Revolving Loans incurred and/or maintained until the earlier of the
Syndication Date or 90 days after the Closing Date shall be incurred and/or
maintained as ABR Loans or as Eurocurrency Loans with a one month Interest
Period applicable thereto (with the first day of the first Interest Period
therefor to commence on the date that is one week after the Closing Date).


(b)           Each
borrowing under the Revolving Commitments shall be in an amount equal to (x) in
the case of ABR Loans, except any ABR Loan to be used solely to pay a like
amount of outstanding Reimbursement Obligations or Swing Line Loans, $2.0
million or a whole multiple of $1.0 million in excess thereof (or, if the then
Available Revolving Commitments are (A) less than $2.0 million, $1.0 million or
a whole multiple thereof or (B) less than $1.0 million, such lesser
amount) and (y) in the case of Eurocurrency Loans (or, in the case of Eurocurrency
Loans to be made in any Designated Foreign Currency, the Dollar Equivalent of
the principal amount thereof shall be in an amount equal to), $5.0 million or a
whole multiple of $1.0 million in excess thereof.  Upon receipt of any such notice from a
Borrower, the Administrative Agent shall promptly notify each Lender thereof.  Subject to the satisfaction of the conditions
precedent specified in subsection 6.2, each Lender shall make the amount
of its pro rata share of each borrowing of Revolving Loans available to the
Administrative Agent for the account of the Parent Borrower identified in such
notice at the office of the Administrative Agent specified in subsection 10.2
prior to 12:30 P.M. (or 10:00 A.M., in the case of the initial borrowing
hereunder), New York City time, or at such other office of the
Administrative Agent or at such other time as to which the Administrative Agent
shall notify such Lender and such Borrower reasonably in advance of the
Borrowing Date with respect thereto, on the Borrowing Date requested by the
Parent Borrower in Dollars or the applicable Designated Foreign Currency and in
funds immediately available to the Administrative Agent.  Such borrowing will then be made available to
the applicable Borrower identified in such notice by the Administrative Agent
crediting the account of such Borrower on the books of such office 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.


2.3           Termination or Reduction of Revolving
Commitments.  The Parent Borrower
shall have the right, upon not less than three Business Days’ notice to the
Administrative Agent (which will promptly notify the Lenders thereof), to
terminate the Revolving Commitments or, from time to time, to reduce the amount
of the Revolving Commitments; provided that no such termination or
reduction shall be permitted if, after giving effect thereto and to any prepayments
of the Revolving Loans and Swing Line Loans made on



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the effective date thereof, the aggregate principal
amount of the Revolving Loans and Swing Line Loans then outstanding (including,
without limitation, in the case of Revolving Loans and Swing Line Loans then outstanding
in any Designated Foreign Currency, the Dollar Equivalent of the aggregate
principal amount thereof), when added to the sum of the then outstanding L/C
Obligations, would exceed the Revolving Commitments then in effect.  Any such reduction shall be in an amount
equal to $10.0 million or a whole multiple of $1.0 million in excess thereof
and shall reduce permanently the Revolving Commitments then in effect.


2.4           Record of Loans.


(a)           Each
Borrower hereby unconditionally promises to pay to the Administrative Agent (in
Dollars or, in the case of any Revolving Loan denominated in a currency other
than Dollars, in the Designated Foreign Currency in which such Loan is
denominated) for the account of:  (i)
each Lender, the then unpaid principal amount of each Revolving Loan of such
Lender made to such Borrower, on the Maturity Date (or such earlier date on
which the Revolving Loans become due and payable pursuant to Section 8); and
(ii) the Swing Line Lender, the then unpaid principal amount of the Swing Line
Loans made to such Borrower, on the Maturity Date (or such earlier date on
which the Swing Line Loans become due and payable pursuant to Section 8).  Each Borrower hereby further agrees to pay
interest (which payments shall be in the same currency in which the respective
Loan is denominated) on the unpaid principal amount of the Revolving Loans made
to such Borrower from time to time outstanding from the date hereof until
payment in full thereof at the rates per annum, and on the dates, set forth in
subsection 3.1.


(b)           Each
Lender (including the Swing Line Lender) shall maintain in accordance with its
usual practice an account or accounts evidencing indebtedness of each of the Borrowers
to such Lender resulting from each 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.


(c)           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 Loan made hereunder, the Type and currency 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 each
Borrower to each Lender hereunder and (iii) both the amount of any sum received
by the Administrative Agent hereunder from each Borrower and each Lender’s
share thereof.


(d)           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,
be prima facie evidence of the existence and amounts of the obligations of each
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
any Borrower to repay (with applicable interest) the Revolving Loans made to
such Borrower by such Lender in accordance with the terms of this Agreement.



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2.5           [Reserved].


2.6           Letters of Credit.


(a)           L/C
Commitment.


(i)            Subject
to the terms and conditions hereof, each Issuing Bank, in reliance on the
agreements of the other Lenders set forth in subsection 2.6(d)(i), agrees to
issue letters of credit (the letters of credit issued on and after the Closing
Date pursuant to this subsection 2.6, the “Letters of Credit”) for the
account of the Borrowers on any Business Day during the Revolving Commitment
Period but in no event later than the 30th day prior to the Maturity Date in
such form as may be approved from time to time by the Issuing Bank; provided
that the Issuing Bank shall not issue any Letter of Credit if, after giving
effect to such issuance, (i) the L/C Obligations in respect of Letters of
Credit would exceed $75.0 million or (ii) the Aggregate Outstanding
Revolving Credit of all the Lenders would exceed the Revolving Commitments of
all the Lenders then in effect; provided,
further, that (x) the Issuing Bank shall not issue any Letters of Credit
in any L/C Designated Foreign Currency if, after giving effect to the making of
such Letters of Credit, the sum of the Dollar Equivalent of the then outstanding
Revolving Loans in Designated Foreign Currencies and the then outstanding L/C
Obligations in respect of Letters of Credit denominated in any L/C Designated
Foreign Currency would exceed $50.0 million and (y) the aggregate
principal amount of Revolving Loans made to Foreign Subsidiary Borrowers and
L/C Obligations in respect of Letters of Credit issued on behalf of Foreign
Subsidiary Borrowers shall at no time exceed the Dollar Equivalent of $50.0
million (it being understood and agreed that the Administrative Agent shall
calculate the Dollar Equivalent of the then outstanding Revolving Loans in any
Designated Foreign Currency and, to the extent applicable, the then outstanding
L/C Obligations in respect of any Letters of Credit denominated in any L/C
Designated Foreign Currency on the date on which the Parent Borrower has given
the Administrative Agent a notice of borrowing with respect to any Revolving
Loan for purposes of determining compliance with this subsection 2.6).  Each Letter of Credit shall (i) be
denominated in Dollars or any other L/C Designated Foreign Currency requested
by the Parent Borrower and shall be either (A) a standby letter of credit
issued to support obligations of the Parent Borrower or any of its
Subsidiaries, contingent or otherwise, which finance the working capital and
business needs of the Parent Borrower and its Subsidiaries incurred in the
ordinary course of business (a “Standby Letter of Credit”) or (B) a
commercial letter of credit in respect of the purchase of goods or services by
Parent or any of its Subsidiaries in the ordinary course of business (a “Commercial
Letter of Credit”), and (ii) unless otherwise agreed by the Issuing
Bank, mature not more than twelve months after the date of issuance
(automatically renewable annually thereafter or for such longer period of time
as may be agreed by the relevant Issuing Bank) and, in any event, no later than
five Business Days prior to the Maturity Date (except to the extent cash
collateralized or backstopped pursuant to arrangements reasonably acceptable to
the relevant Issuing Bank).  Each Letter
of Credit shall be deemed to constitute a utilization of the Revolving
Commitments and shall be participated in (as more fully described in following
subsection 2.6(d)(i)) by the Lenders in accordance with their respective Revolving
Commitment Percentages.  All Letters of
Credit shall be denominated in Dollars or in the respective L/C



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Designated
Foreign Currency requested by the Parent Borrower on behalf of the applicable
Borrower and shall be issued for the account of the applicable Borrower.


(ii)           Unless
otherwise agreed by the Issuing Bank and the Parent Borrower on behalf of the
applicable Borrower at the time of issuance, each Letter of Credit shall be
subject to the Uniform Customs and, to the extent not inconsistent therewith,
the laws of the State of New York.  All
Letters of Credit shall be issued on a sight basis only.


(iii)          The
Issuing Bank shall not at any time issue any Letter of Credit hereunder if:


(A)          such issuance would conflict with, or cause
the Issuing Bank or any L/C Participant to exceed any limits imposed by, any
applicable Requirement of Law; or


(B)           the Issuing Bank does not as of the issuance
date of such requested Letter of Credit issue Letters of Credit in the
requested currency (if other than U.S. Dollars, Euros or Sterling).


(b)           Procedure
for Issuance of Letters of Credit.


(i)            The
Parent Borrower (on behalf of the applicable Borrower) may from time to time
request during the Revolving Commitment Period but in no event later than the
30th day prior to the Maturity Date that the Issuing Bank issue a Letter of
Credit by delivering to the Issuing Bank and the Administrative Agent, at their
respective addresses for notices specified herein, a Letter of Credit Request
therefor (completed to the reasonable satisfaction of the Issuing Bank), and
such other certificates, documents and other papers and information as the
Issuing Bank may reasonably request. 
Each Letter of Credit Request shall specify the applicable Borrower and
the L/C Designated Foreign Currency in which the requested Letter of Credit is
to be denominated (or specify that the requested Letter of Credit is to be
denominated in Dollars).  Upon receipt of
any Letter of Credit Request, the Issuing Bank shall (i) confirm with the
Administrative Agent (by telephone or in writing) that the Administrative Agent
has received a copy of such Letter of Credit Request from the Parent Borrower
and, if not so received, the Issuing Bank shall provide the Administrative
Agent with a copy thereof and (ii) process such Letter of Credit Request
and the certificates, documents and other papers and information delivered to
it in connection therewith in accordance with its customary procedures and,
unless notified by the Administrative Agent, any Lender or any Loan Party, at
least one Business Day prior to the requested date of issuance or amendment of
the applicable Letter of Credit, that one or more applicable conditions
contained in subsection 5.2 shall not then be satisfied, shall promptly
issue the Letter of Credit requested thereby (but in no event shall the Issuing
Bank be required to issue any Letter of Credit earlier than three Business Days
after its receipt of the Letter of Credit Request therefor and all such other
certificates, documents and other papers and information relating thereto) by
issuing the original of such Letter of Credit to the beneficiary thereof or as
otherwise may be agreed by the Issuing Bank and the Parent Borrower.  The Issuing Bank shall furnish a copy of such
Letter of Credit to the Parent Borrower promptly following the issuance
thereof.  Promptly after the issuance or
amendment of any Standby Letter of Credit, the



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Issuing Bank
shall notify the Parent Borrower and the Administrative Agent, in writing, of
such issuance or amendment and such notice shall be accompanied by a copy of
such issuance or amendment.  Upon receipt
of such notice, the Administrative Agent shall promptly notify the Lenders, in
writing, of such issuance or amendment, and if so requested by a Lender the
Administrative Agent shall provide to such Lender copies of such issuance or
amendment.  With regard to Commercial
Letters of Credit, the Issuing Bank shall on the first Business Day of each
week provide the Administrative Agent, by facsimile, with a report detailing
the aggregate daily outstanding Commercial Letters of Credit during the
previous week.


(ii)           The
making of each request for a Letter of Credit by the Parent Borrower shall be
deemed to be a representation and warranty by the Parent Borrower that such
Letter of Credit may be issued in accordance with, and will not violate the
requirements of, subsection 2.6(a). 
Unless the Issuing Bank has received notice from the Required Lenders before
it issues a Letter of Credit that one or more of the applicable conditions
specified in Section 5 are not then satisfied, or that the issuance of such
Letter of Credit would violate subsection 2.6(a), then the Issuing Bank may
issue the requested Letter of Credit for the account of the applicable Borrower
in accordance with the Issuing Bank’s usual and customary practices.


(c)           Fees, Commissions and Other Charges.


(i)            The
Parent Borrower agrees to pay to the Administrative Agent, for the account of the
relevant Issuing Bank and the L/C Participants, a letter of credit commission
with respect to each Letter of Credit issued by such Issuing Bank, computed for
the period from and including the date of issuance of such Letter of Credit
through to the expiration date of such Letter of Credit, computed at a rate per
annum equal to the Applicable Margin then in effect for Eurocurrency Loans that
are Revolving Loans calculated on the basis of a 365- (or 366-, as the case may
be) day year for the actual days elapsed, of the maximum amount available to be
drawn under such Letter of Credit minus the L/C Facing Fee, payable on the last
Business Day of each quarter in arrears on each L/C Fee Payment Date with
respect to such Letter of Credit and on the Maturity Date or such earlier date
as the Revolving Commitments shall terminate as provided herein.  Such commission shall be payable to the Administrative
Agent for the account of the Lenders to be shared ratably among them in
accordance with their respective Revolving Commitment Percentages.  The Parent Borrower shall pay to the
Administrative Agent for the account of the relevant Issuing Bank a fee equal
to 1/8 of 1% per annum (but in no event less than $500 per annum for each
Letter of Credit) of the maximum amount available to be drawn under such Letter
of Credit (the “L/C Facing Fee”), payable quarterly in arrears on each
L/C Fee Payment Date with respect to such Letter of Credit and on the Maturity
Date or such other date as the Revolving Commitments shall terminate.  Such commissions and fees shall be nonrefundable.  Such fees and commissions shall be payable in
Dollars, notwithstanding that a Letter of Credit may be denominated in any L/C
Designated Foreign Currency.  In respect
of a Letter of Credit denominated in any L/C Designated Foreign Currency, such
fees and commissions shall be converted into Dollars at the Spot Rate of Exchange
on the date on which they are paid (or, if such date is not a Business Day, at
the Spot Rate of Exchange on the Business Day next preceding such date).



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(ii)           In
addition to the foregoing commissions and fees, each Borrower agrees to pay or
reimburse the Administrative Agent, for the account of the relevant Issuing
Bank, for such normal and customary costs and expenses as are incurred or
charged by the Issuing Bank in issuing, effecting payment under, amending or
otherwise administering any Letter of Credit issued by such Issuing Bank.


(iii)          The
Administrative Agent shall, promptly following its receipt thereof, distribute
to the Issuing Bank and the L/C Participants all commissions and fees received
by the Administrative Agent for their respective accounts pursuant to this
subsection 2.6(c).


(d)           L/C Participations.


(i)            The
Issuing Bank irrevocably agrees to grant and hereby grants to each L/C
Participant, and, to induce the Issuing Bank to issue Letters of Credit
hereunder, each L/C Participant irrevocably agrees to accept and purchase and
hereby accepts and purchases from the Issuing Bank, without recourse or
warranty, on the terms and conditions hereinafter stated, for such L/C
Participant’s own account and risk an undivided interest equal to such L/C
Participant’s Revolving Commitment Percentage (determined on the date of
issuance of the relevant Letter of Credit) in the Issuing Bank’s obligations
and rights under each Letter of Credit issued or continued hereunder, the
amount of each draft paid by the Issuing Bank thereunder and the obligations of
the Loan Parties under this Agreement with respect thereto (although Letter of
Credit fees and commissions shall be payable directly to the Administrative
Agent for the account of the Issuing Bank and L/C Participants, as provided in
subsection 2.6(c), and the L/C Participants shall have no right to receive any
portion of any facing fees with respect to any such Letters of Credit) and any
security therefor or guaranty pertaining thereto.  Each L/C Participant unconditionally and
irrevocably agrees with the Issuing Bank that, if a draft is paid under any
Letter of Credit for which the Issuing Bank is not reimbursed in full by the
applicable Borrower in respect of such Letter of Credit in accordance with
subsection 2.6(e)(i), such L/C Participant shall pay to the Administrative
Agent for the account of the Issuing Bank upon demand (which demand, in the
case of any demand made in respect of any draft under a Letter of Credit
denominated in any L/C Designated Foreign Currency, shall not be made prior to
the date that the amount of such draft shall be converted into Dollars in
accordance with subsection 2.6(e)(i)) at the Administrative Agent’s
address for notices specified herein an amount equal to such L/C Participant’s
Revolving Commitment Percentage of the amount of such draft, or any part
thereof, which is not so reimbursed; provided that nothing in this
paragraph shall relieve the Issuing Bank of any liability resulting from the
gross negligence or willful misconduct of the Issuing Bank, or otherwise affect
any defense or other right that any L/C Participant may have as a result of
such gross negligence or willful misconduct. 
All calculations of the L/C Participants’ Revolving Commitment
Percentages shall be made from time to time by the Administrative Agent, which
calculations shall be conclusive absent manifest error.


(ii)           If
any amount required to be paid by any L/C Participant to the Administrative
Agent for the account of the Issuing Bank on demand by the Issuing Bank
pursuant to subsection 2.6(d)(i) in respect of any unreimbursed portion of any
payment made by the Issuing Bank under any Letter of Credit is paid to the
Administrative Agent for the account



 70
 









of the Issuing
Bank within three Business Days after the date such demand is made, such L/C
Participant shall pay to the Administrative Agent for the account of the
Issuing Bank on demand an amount equal to the product of such amount, times
the daily average Federal Funds Effective Rate during the period from and
including the date such payment is required to the date on which such payment
is immediately available to the Administrative Agent for the account of the
Issuing Bank, times a fraction the numerator of which is the number of
days that elapse during such period and the denominator of which is 360.  If any such amount required to be paid by any
L/C Participant pursuant to subsection 2.6(d)(i) is not in fact made available
to the Administrative Agent for the account of the Issuing Bank by such L/C
Participant within three Business Days after the date such payment is due, the
Issuing Bank shall be entitled to recover from such L/C Participant, on demand,
such amount with interest thereon (with interest based on the Dollar Equivalent
of any amounts denominated in Designated Foreign Currencies) calculated from
such due date at the rate per annum applicable to Revolving Loans maintained as
ABR Loans hereunder.  A certificate of
the Issuing Bank submitted to any L/C Participant with respect to any amounts
owing under this subsection (which shall include calculations of any such
amounts in reasonable detail) shall be conclusive in the absence of manifest error.


(iii)          Whenever,
at any time after the Issuing Bank has made payment under any Letter of Credit
and has received through the Administrative Agent from any L/C Participant its
pro rata share of such payment in accordance with subsection 2.6(d)(i), the
Issuing Bank receives through the Administrative Agent any payment related to
such Letter of Credit (whether directly from the applicable Borrower in respect
of such Letter of Credit or otherwise, including proceeds of Collateral applied
thereto by the Administrative Agent or by the Issuing Bank), or any payment of
interest on account thereof, the Administrative Agent will, if such payment is
received prior to 1:00 P.M., New York City time, on a Business Day,
distribute to such L/C Participant its pro rata share thereof prior to the end
of such Business Day and otherwise the Administrative Agent will distribute
such payment on the next succeeding Business Day; provided, however,
that in the event that any such payment received by the Issuing Bank through
the Administrative Agent shall be required to be returned by the Issuing Bank,
such L/C Participant shall return to the Issuing Bank through the
Administrative Agent the portion thereof previously distributed by the Administrative
Agent to it.


(e)           Reimbursement Obligation of the Borrowers.


(i)            Upon
receipt from the beneficiary of any Letter of Credit of any notice of a drawing
under such Letter of Credit, the Issuing Bank shall notify the Parent Borrower
and the Administrative Agent thereof. 
Each Borrower hereby agrees to reimburse the Issuing Bank (through the
Administrative Agent) upon receipt by the Parent Borrower of notice from the
Issuing Bank of the date and amount of a draft presented under any Letter of
Credit issued on its behalf and paid by the Issuing Bank, for the amount of
such draft so paid and any taxes, fees, charges or other costs or expenses
reasonably incurred by the Issuing Bank in connection with such payment.  Each such payment shall be made to the
Administrative Agent for the account of the Issuing Bank at its address for
notices specified herein in the currency in which such Letter of Credit is
denominated (except that, in the case of any Letter of Credit denominated in
any L/C Designated Foreign Currency, in the event that such payment is not made
to the Issuing Bank



 71
 









within three
Business Days of the date of receipt by the Parent Borrower of such notice,
upon notice by the Issuing Bank to the Parent Borrower, such payment shall be
made in Dollars, in an amount equal to the Dollar Equivalent of the amount of
such payment converted on the date of such notice into Dollars at the Spot Rate
of Exchange on such date) and in immediately available funds, on the date on
which the Parent Borrower receives such notice, if received prior to 11:00
A.M., New York City time, on a Business Day and otherwise on the next
succeeding Business Day.  Any conversion
by the Issuing Bank of any payment to be made in respect of any Letter of
Credit denominated in any L/C Designated Foreign Currency into Dollars in
accordance with this subsection 2.6(e)(i) shall be conclusive and binding
upon the applicable Borrower and the Lenders in the absence of manifest error; provided
that upon the request of the Parent Borrower or any Lender, the Issuing Bank
shall provide to the Parent Borrower or such Lender a certificate including
reasonably detailed information as to the calculation of such conversion.


(ii)           Interest
shall be payable on any and all amounts remaining unpaid (taking the Dollar
Equivalent of any amounts denominated in any L/C Designated Foreign Currency,
as determined by the Administrative Agent) by the applicable Borrower (or by
the Parent Borrower on behalf of the applicable Borrower) under this subsection
2.6(e)(ii) from the date the draft presented under the affected Letter of
Credit is paid to the date on which the applicable Borrower is required to pay
such amounts pursuant to paragraph (i) above at the rate which would then be
payable on any outstanding ABR Loans that are Revolving Loans and (y)
thereafter until payment in full at the rate which would be payable on any
outstanding ABR Loans that are Revolving Loans which were then overdue.


(f)            Obligations Absolute.


(i)            The
applicable Loan Parties’ obligations under this subsection 2.6 shall be absolute
and unconditional under any and all circumstances and irrespective of any
set-off, counterclaim or defense to payment which any of them may have or have
had against the Issuing Bank, any L/C Participant or any beneficiary of a
Letter of Credit; provided that this paragraph shall not relieve the
Issuing Bank or any L/C Participant of any liability resulting from the gross
negligence or willful misconduct of the Issuing Bank or such L/C Participant,
or otherwise affect any defense or other right that the Loan Parties may have
as a result of any such gross negligence or willful misconduct.


(ii)           The
Borrowers agree with the Issuing Bank that the Issuing Bank shall not be
responsible for, and the Borrowers’ Reimbursement Obligations under subsection
2.6(e)(i) shall not be affected by, among other things, the validity or
genuineness of documents or of any endorsements thereon, even though such
documents shall in fact prove to be invalid, fraudulent or forged, or any
dispute between any Borrower and any beneficiary of any Letter of Credit or any
other party to which such Letter of Credit may be transferred or any claims whatsoever
of any Borrower against any beneficiary of such Letter of Credit or any such
transferee; provided that this paragraph shall not relieve the Issuing
Bank or any L/C Participant of any liability resulting from the gross
negligence or willful misconduct of the Issuing Bank or such L/C Participant,
or otherwise affect any defense or other right that the Loan Parties may have
as a result of any such gross negligence or willful misconduct.



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(iii)          Neither
the Issuing Bank nor any L/C Participant shall be liable for any error,
omission, interruption or delay in transmission, dispatch or delivery of any
message or advice, however transmitted, in connection with any Letter of
Credit, except with respect to errors or omissions caused by such Person’s
gross negligence or willful misconduct.


(iv)          The
Borrowers agree that any action taken or omitted by the Issuing Bank under or
in connection with any Letter of Credit or the related drafts or documents, if
done in the absence of gross negligence or willful misconduct and in accordance
with the standards of care specified in the Uniform Commercial Code of the
State of New York, shall be binding on the Borrowers and shall not result in
any liability of the Issuing Bank or any L/C Participant to any Borrower.


(g)           Letter
of Credit Payments.  If any draft
shall be presented for payment under any Letter of Credit, the Issuing Bank
shall promptly notify the Parent Borrower and the Administrative Agent of the
date and amount thereof.  The
responsibility of the Issuing Bank to the applicable Borrower in respect of any
Letter of Credit in connection with any draft presented for payment under such
Letter of Credit shall, in addition to any payment obligation expressly provided
for in such Letter of Credit, be limited to determining that the documents
(including each draft) delivered under such Letter of Credit in connection with
such presentment are in conformity with such Letter of Credit; provided
that this paragraph shall not relieve the Issuing Bank of any liability resulting
from the gross negligence or willful misconduct of the Issuing Bank, or otherwise
affect any defense or other right that the Loan Parties may have as a result of
any such gross negligence or willful misconduct.


(h)           Letter
of Credit Request.  To the extent
that any provision of any Letter of Credit Request related to any Letter of
Credit is inconsistent with the provisions of this subsection 2.6, the
provisions of this subsection 2.6 shall apply.


(i)            Additional
Issuing Banks.  The Parent Borrower
may, at any time and from time to time with the consent of the Administrative
Agent (which consent shall not be unreasonably withheld) and such Lender,
designate one or more additional Lenders to act as an issuing bank under the
terms of this Agreement.  Any Lender designated
as an issuing bank pursuant to this subsection 2.6(i) shall be deemed to be an “Issuing
Bank” (in addition to being a Lender) in respect of Letters of Credit issued or
to be issued by such Lender, and, with respect to such Letters of Credit, such
term shall thereafter apply to the other Issuing Bank or Issuing Banks and such
Lender.  Any such additional Issuing Bank
may resign as Issuing Bank (with respect to any future issuances, including
renewals) upon 10 Business Days’ notice to the Lenders.


2.7           Swing Line
Commitments.


(a)           Subject
to the terms and conditions hereof, the Swing Line Lender agrees to make swing
line loans (individually, a “Swing Line Loan”; collectively, the “Swing
Line Loans”) to any of the U.S. Borrowers from time to time during the
Revolving Commitment Period in an aggregate principal amount at any one time
outstanding not to exceed $50.0 million;



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provided
that at no time may the sum of the then outstanding Swing Line Loans, Revolving
Loans (including, without limitation, in the case of Revolving Loans then
outstanding in any Designated Foreign Currency, the Dollar Equivalent of the
aggregate principal amount thereof) and L/C Obligations exceed the Revolving
Commitments then in effect.  Amounts borrowed
by any Borrower under this subsection 2.7 may be repaid and, through but
excluding the Maturity Date, reborrowed. 
All Swing Line Loans made to any Borrower shall be made in Dollars as
ABR Loans and shall not be entitled to be converted into Eurocurrency
Loans.  The Parent Borrower (on behalf of
any Borrower) shall give the Swing Line Lender irrevocable notice (which notice
must be received by the Swing Line Lender prior to 12:00 Noon, New York City
time, in the case of any Swing Line Loan made in Dollars) on the requested
Borrowing Date specifying (1) the identity of the Borrower and (2) the amount
of the requested Swing Line Loan, which shall be in a minimum amount of
$100,000 or whole multiples of $50,000 in excess thereof.  The proceeds of the Swing Line Loan will be
made available by the Swing Line Lender to the Borrower identified in such
notice at an office of the Swing Line Lender by crediting the account of such
Borrower at such office with such proceeds in Dollars.


(b)           Each
U.S. Borrower agrees that, upon the request to the Administrative Agent by the
Swing Line Lender made on or prior to the Closing Date or in connection with
any assignment pursuant to subsection 10.6(b), in order to evidence the Swing
Line Loans such Borrower will execute and deliver to the Swing Line Lender a
promissory note substantially in the form of Exhibit A-2, with appropriate
insertions (as the same may be amended, supplemented, replaced or otherwise
modified from time to time, the “Swing Line Note”), payable to the order
of the Swing Line Lender and representing the obligation of such U.S. Borrower
to pay the amount of the Swing Line Commitment or, if less, the unpaid
principal amount of the Swing Line Loans made to such U.S. Borrower, with
interest thereon as prescribed in subsection 3.1.  The Swing Line Note shall (i) be dated the
Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide
for the payment of interest in accordance with subsection 3.1.


(c)           The
Swing Line Lender, at any time in its sole and absolute discretion, may, and,
at any time as there shall be a Swing Line Loan outstanding for more than seven
Business Days, the Swing Line Lender shall, on behalf of the U.S. Borrower to
which the Swing Line Loan has been made (which hereby irrevocably directs and
authorizes the Swing Line Lender to act on its behalf), request (provided
that such request shall be deemed to have been automatically made upon the occurrence
of an Event of Default under subsection 8(f)) each Lender, including the Swing
Line Lender, to make a Revolving Loan as an ABR Loan in an amount equal to such
Lender’s Revolving Commitment Percentage of the principal amount of all Swing
Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in
an amount equal to such Lender’s Revolving Commitment Percentage of the
principal amount of all of the Swing Line Loans (collectively, the “Refunded
Swing Line Loans”) outstanding on the date such notice is given; provided
that the provisions of this subsection shall not affect the obligations of any
U.S. Borrower to prepay Swing Line Loans in accordance with the provisions of
subsection 3.4(d).  Unless the Revolving
Commitments shall have expired or terminated (in which event the procedures of
paragraph (d) of this subsection 2.7 shall apply), each Lender hereby agrees to
make the proceeds of its Revolving Loan (including, without limitation, any
Eurocurrency Loan)



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available to
the Administrative Agent for the account of the Swing Line Lender at the office
of the Administrative Agent prior to 12:00 Noon, New York City time, in funds
immediately available on the Business Day next succeeding the date such notice
is given notwithstanding (i) that the amount of the Mandatory Revolving Loan
Borrowing may not comply with the minimum amount for Revolving Loans otherwise
required hereunder, (ii) whether any conditions specified in Section 6 are then
satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the
date of such Mandatory Revolving Loan Borrowing and (v) the amount of the
Revolving Commitment of such, or any other, Lender at such time.  The proceeds of such Revolving Loans (including,
without limitation, any Eurocurrency Loan) shall be immediately applied to
repay the Refunded Swing Line Loans.


(d)           If
the Revolving Commitments shall expire or terminate at any time while Swing
Line Loans are outstanding, each Lender shall, at the option of the Swing Line
Lender, exercised reasonably, either (i) notwithstanding the expiration or
termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan
(which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of
this Agreement and the other Loan Documents) or (ii) purchase an undivided
participating interest in such Swing Line Loans, in either case in an amount
equal to such Lender’s Revolving Commitment Percentage determined on the date
of, and immediately prior to, expiration or termination of the Revolving Commitments
of the aggregate principal amount of such Swing Line Loans; provided
that, in the event that any Mandatory Revolving Loan Borrowing cannot for any
reason be made on the date otherwise required above (including, without
limitation, as a result of the commencement of a proceeding under any bankruptcy,
reorganization, dissolution, insolvency, receivership, administration or
liquidation or similar law with respect to any Borrower), then each Lender
hereby agrees that it shall forthwith purchase (as of the date the Mandatory
Revolving Loan Borrowing would otherwise have occurred, but adjusted for any
payments received from such U.S. Borrower on or after such date and prior to
such purchase) from the Swing Line Lender such participations in such outstanding
Swing Line Loans as shall be necessary to cause such Lenders to share in such
Swing Line Loans ratably based upon their respective Revolving Commitment
Percentages; provided, further, that (x) all interest payable on
the Swing Line Loans shall be for the account of the Swing Line Lender until
the date as of which the respective participation is required to be purchased
and, to the extent attributable to the purchased participation, shall be
payable to the participant from and after such date and (y) at the time any
purchase of participations pursuant to this sentence is actually made, the
purchasing Lender shall be required to pay the Swing Line Lender interest on
the principal amount of the participation purchased for each day from and
including the day upon which the Mandatory Revolving Loan Borrowing would otherwise
have occurred to but excluding the date of payment for such participation, at
the rate otherwise applicable to Revolving Loans made as ABR Loans.  Each Lender will make the proceeds of any Revolving
Loan made pursuant to the immediately preceding sentence available to the
Administrative Agent for the account of the Swing Line Lender at the office of
the Administrative Agent prior to 12:00 Noon, New York City time, in funds
immediately available on the Business Day next succeeding the date on which the
Revolving Commitments expire or terminate and in Dollars.  The proceeds of such Revolving Loans shall be
immediately applied to repay the Swing Line Loans outstanding on the date of
termination or expiration of the



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Revolving
Commitments.  In the event that the
Lenders purchase undivided participating interests pursuant to the first
sentence of this paragraph (d), each Lender shall immediately transfer to the
Swing Line Lender, in immediately available funds and in the currency in which
such Swing Line Loans were made, the amount of its participation and upon receipt
thereof the Swing Line Lender will deliver to such Lender a Swing Line Loan
Participation Certificate dated the date of receipt of such funds and in such
amount.


(e)           Whenever,
at any time after the Swing Line Lender has received from any Lender such
Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives
any payment on account thereof (whether directly from the Parent Borrower or
any other U.S. Borrower in respect of such Swing Line Loan or otherwise,
including proceeds of Collateral applied thereto by the Swing Line Lender), or
any payment of interest on account thereof, the Swing Line Lender will, if such
payment is received prior to 1:00 P.M., New York City time, on a Business Day,
distribute to such Lender its pro rata share thereof prior to the end of such
Business Day and otherwise, the Swing Line Lender will distribute such payment
on the next succeeding Business Day (appropriately adjusted, in the case of
interest payments, to reflect the period of time during which such Lender’s
participating interest was outstanding and funded); provided, however,
that in the event that such payment received by the Swing Line Lender is required
to be returned, such Lender will return to the Swing Line Lender any portion
thereof previously distributed by the Swing Line Lender to it.


(f)            Each
Lender’s obligation to make the Revolving Loans and to purchase participating
interests with respect to Swing Line Loans in accordance with subsections
2.7(c) and 2.7(d) shall be absolute and unconditional and shall not be affected
by any circumstance, including without limitation (i) any set-off,
counterclaim, recoupment, defense or other right that such Lender or any of the
Borrowers may have against the Swing Line Lender, any of the Borrowers or any
other Person for any reason whatsoever; (ii) the occurrence or continuance of a
Default or an Event of Default; (iii) any adverse change in condition
(financial or otherwise) of any of the Borrowers; (iv) any breach of this
Agreement or any other Loan Document by any of the Borrowers, any other Loan
Party or any other Lender; (v) any inability of any of the Borrowers to satisfy
the conditions precedent to borrowing set forth in this Agreement on the date
upon which such Revolving Loan is to be made or participating interest is to be
purchased or (vi) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing.


SECTION 3.              GENERAL
PROVISIONS.


3.1           Interest Rates and Payment Dates.


(a)           Each
Eurocurrency Loan shall bear interest for each day during each Interest Period
with respect thereto at a rate per annum equal to the Eurocurrency Rate determined
for such day plus the Applicable Margin in effect for such day plus, if
applicable, the Mandatory Costs.



 76
 









(b)           Each
ABR Loan shall bear interest for each day that it is outstanding at a rate per
annum equal to the ABR for such day plus the Applicable Margin in effect for
such day.


(c)           If
all or a portion of (i) the principal amount of any Revolving Loan,
(ii) any interest payable thereon or (iii) any letter of credit
commission, letter of credit fee or 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
applicable to principal of the related 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, the rate described in paragraph (b)
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 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           Conversion and
Continuation Options.


(a)           The
Parent Borrower (on behalf of the applicable Borrower) may elect from time to
time to convert outstanding Revolving Loans made or outstanding in Dollars from
Eurocurrency Loans to ABR Loans by giving the Administrative Agent at least two
Business Days’ prior irrevocable notice of such election, provided that
any such conversion of Eurocurrency Loans made or outstanding in Dollars may
only be made on the last day of an Interest Period with respect thereto.  The Parent Borrower (on behalf of the
applicable Borrower) may elect from time to time to convert outstanding
Revolving Loans from ABR Loans to Eurocurrency Loans outstanding in Dollars by
giving the Administrative Agent at least three Business Days’ prior irrevocable
notice of such election.  Any such notice
of conversion to Eurocurrency Loans shall specify the length of the initial
Interest Period or Interest Periods therefor. 
Upon receipt of any such notice the Administrative Agent shall promptly
notify each affected Lender thereof.  All
or any part of outstanding Eurocurrency Loans made or outstanding in Dollars
and ABR Loans may be converted as provided herein, provided that (i)
(unless the Required Lenders otherwise consent) no Revolving Loan may be
converted into a Eurocurrency Loan when any Default or Event of Default has
occurred and is continuing and the Administrative Agent has given notice to the
Parent Borrower that no such conversions may be



 77
 









made and (ii)
no Revolving Loan may be converted into a Eurocurrency Loan after the date that
is one month prior to the Maturity Date (in the case of conversion of Loans).


(b)           Any
Eurocurrency Loan may be continued as such upon
the expiration of the then current Interest Period with respect thereto by the
Parent Borrower (on behalf of the applicable Borrower giving notice to the
Administrative Agent of the length of the next Interest Period to be applicable
to such Revolving Loan, determined in accordance with the applicable provisions
of the term “Interest Period” set forth in subsection 1.1, provided that
no Eurocurrency Loan may be continued as such (i) (unless the Required Lenders
otherwise consent) when any Default or Event of Default has occurred and is
continuing and the Administrative Agent has given notice to the Parent Borrower
that no such continuations may be made or (ii) after the date that is one month
prior to the Maturity Date (in the case of continuations of Revolving Loans),
and provided, further, that (A) in the case of Eurocurrency Loans
made or outstanding in Dollars, if the Parent Borrower shall fail to give any
required notice as described above in this subsection 3.2(b) or if such
continuation is not permitted pursuant to the preceding proviso such Eurocurrency
Loans shall be automatically converted to ABR Loans on the last day of such
then expiring Interest Period and (B) in the case of Eurocurrency Loans made or
outstanding in any Designated Foreign Currency, if the Parent Borrower shall
fail to give any required notice as described above in this subsection 3.2(b)
or if such continuation is not permitted pursuant to clause (i) of the
preceding proviso, such Eurocurrency Loans will be continued for the shortest
available Interest Periods as determined by the Administrative Agent.  Upon receipt of any such notice of
continuation pursuant to this subsection 3.2(b), the Administrative Agent shall
promptly notify each affected Lender thereof.


3.3           Minimum Amounts of Sets.  All borrowings, conversions and continuations
of Revolving Loans hereunder and all selections of Interest Periods hereunder
shall be in such amounts and be made pursuant to such elections so that, after
giving effect thereto, the aggregate principal amount of the Eurocurrency Loans
outstanding in Dollars comprising each Set shall be equal to $5.0 million or a
whole multiple of $1.0 million in excess thereof, the Dollar Equivalent of the
aggregate principal amount of the Eurocurrency Loans outstanding in any Designated
Foreign Currency comprising each Set shall be equal to $5.0 million or a whole
multiple of $1.0 million in excess thereof and so that there shall not be more
than 15 Sets at any one time outstanding.


3.4           Optional Prepayments.


(a)           Each
of the Borrowers may at any time and from time to time prepay the Revolving Loans
made to it and the Reimbursement Obligations in respect of Letters of Credit
issued for its account in whole or in part, subject to subsection 3.12, without
premium or penalty, upon at least three Business Days’ irrevocable notice by
the Parent Borrower to the Administrative Agent (in the case of Eurocurrency
Loans outstanding in Dollars or any Designated Foreign Currency and
Reimbursement Obligations outstanding in any Designated Foreign Currency) and
at least one Business Day’s irrevocable notice by the Parent Borrower to the
Administrative Agent (in the case of (x) ABR Loans other than Swing Line
Loans and (y) Reimbursement Obligations outstanding in Dollars) or same
day irrevocable notice by the



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Parent Borrower
to the Administrative Agent (in the case of Swing Line Loans).  Such notice shall specify the identity of the
prepaying Borrower, the date and amount of prepayment and whether the
prepayment is (i) of
Revolving Loans or Swing Line Loans, or a combination thereof, and (ii) of
Eurocurrency Loans, ABR Loans or a combination thereof and, in each case if a
combination thereof, the principal amount allocable to each and, in the case of
any prepayment of Reimbursement Obligations, the date and amount of prepayment,
the identity of the applicable Letter of Credit or Letters of Credit and the
amount allocable to each of such Reimbursement Obligations.  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.  Partial prepayments of the
Revolving Loans and the Reimbursement Obligations pursuant to this subsection
shall (unless the Parent Borrower otherwise directs) be applied, first,
to payment of the Swing Line Loans then outstanding, second, to payment
of the Revolving Loans then outstanding, third, to payment of any
Reimbursement Obligations then outstanding and, last, to cash
collateralize any outstanding L/C Obligation on terms reasonably satisfactory
to the Administrative Agent; provided, further, that any pro rata
calculations required to be made pursuant to this subsection 3.4(a) in respect
to any Loan denominated in a Designated Foreign Currency shall be made on a
Dollar Equivalent basis.  Partial prepayments
pursuant to this subsection 3.4(a) shall be in whole multiples of $1.0 million
(or, in the case of Eurocurrency Loans outstanding in any Designated Foreign
Currency, the Dollar Equivalent of an aggregate principal amount of at least
approximately $1.0 million); provided that, notwithstanding the
foregoing, any Loan may be prepaid in its entirety.


(b)           [Reserved.]


(c)           [Reserved.]


(d)           The Borrowers shall prepay all Swing Line
Loans then outstanding simultaneously with each borrowing of Revolving Loans.


(e)           [Reserved.]


(f)            [Reserved.]


(g)           [Reserved.]


(h)           Notwithstanding
the foregoing provisions of this subsection 3.4, if at any time any prepayment
of the Revolving Loans pursuant to subsection 3.4(a) would result, after giving
effect to the procedures set forth in this Agreement, in the relevant 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 relevant Borrower may, so long as no Default or
Event of Default shall have occurred and be continuing, in its sole discretion,
initially (i) deposit a portion (up to 100%) of the amounts that otherwise
would have been paid in respect of such Eurocurrency Loans with the Administrative
Agent (which deposit



 79
 









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 Borrowers 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 Parent Borrower) or (ii) make a prepayment of the Revolving
Loans in accordance with subsection 3.4(a) with an amount equal to a portion
(up to 100%) of the amounts that otherwise would have been paid in respect of
such Eurocurrency Loans (which prepayment, together with any deposits pursuant
to clause (i) above, must be equal in amount to the amount of such Eurocurrency
Loans not immediately prepaid); provided that, notwithstanding anything
in this Agreement to the contrary, none of the Borrowers may request any Extension
of Credit under the Revolving Commitments that would reduce the aggregate
amount of the Available Revolving Commitments to an amount that is less than
the amount of such prepayment until the related portion of such Eurocurrency
Loans have been prepaid upon the first occurrence thereafter of the last day of
an Interest Period with respect to such Eurocurrency Loans;  provided
that, in the case of either clause (i) or (ii), 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, as the case may be, have or has been prepaid.


3.5           Administrative Agent’s
Fee; Other Fees.


(a)           The
Parent 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 Investor, the Other Representatives and the
Administrative Agent in connection with this Agreement.


(b)           The
Parent Borrower agrees to pay, or cause to be paid, to the Administrative
Agent, for the account of each Lender, a commitment fee for the period from and
including the first day of the Revolving Commitment Period to the Maturity
Date, computed at the Applicable Commitment Fee Percentage on the average daily
amount of the Available Revolving Commitment of such Lender during the period
for which payment is made, payable quarterly in arrears on the last Business
Day of each March, June, September and December and on the Maturity Date or
such earlier date as the Revolving Commitments shall terminate as provided
herein, commencing on September 30, 2007.


3.6           Computation of
Interest and Fees.


(a)           Interest (other than interest based on the Prime Rate or
based on the Eurocurrency Rate for Eurocurrency Loans denominated in Pounds
Sterling) 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 or based on the Eurocurrency Rate for
Eurocurrency Loans denominated in Pounds Sterling shall be calculated on the
basis of a 365- (or 366-day year, as the case may be) day year for the actual
days elapsed.  The Administrative Agent
shall as soon as practicable notify the Parent Borrower and the affected
Lenders of each determination of



 80
 









a Eurocurrency
Rate.  Any change in the interest rate on
a 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 Parent 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 each Borrower
and the Lenders in the absence of manifest error.  The Administrative Agent shall, at the
request of the Parent Borrower or any Lender, deliver to the Parent 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 each 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 Parent Borrower and the Lenders as
soon as practicable thereafter.  If such
notice is given (a) any Eurocurrency Loans to be made in Dollars 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, (b) any
Eurocurrency Loans to be made in a Designated Foreign Currency 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 not be required to be made
hereunder in such Designated Foreign Currency and, upon receipt of such notice,
the relevant Borrower may at its option revoke the pending request for such
Eurocurrency Rate Loans or convert such request into a request for ABR Loans to
be made in Dollars, (c) any Loans that were to have been converted on the first
day of such Interest Period to or continued as Eurocurrency Loans in Dollars
the rate of interest applicable to which is based upon the Affected Rate shall
be converted to or continued as ABR Loans and (d) any outstanding
Eurocurrency Loans that are Revolving Loans that were to have been converted on
the first day of such Interest Period to or continued as Eurocurrency Loans the
rate of interest applicable to which is based upon the Affected Rate and that
are not otherwise permitted to be converted to or continued as ABR Loans by
subsection 3.2 shall, upon demand by the Lenders the Revolving Commitment
Percentage of which aggregate greater than 50%, be immediately repaid by the
applicable Borrower on the last day of the then current Interest Period with
respect thereto together with accrued interest thereon or otherwise, at the
option of the Parent Borrower, shall remain outstanding and bear interest at a
rate which reflects, as to each of the Lenders, such Lender’s cost of funding
such Eurocurrency Loans, as reasonably determined by such Lender, plus the
Applicable Margin hereunder.  If any such
repayment occurs on a day which is not the last day of the then current
Interest Period with respect to such affected Eurocurrency Loan, the applicable
Borrower shall pay to each of the Lenders such amounts, if any, as may be
required pursuant to subsection 3.12. 
Until such notice has been withdrawn by the Administrative Agent,



 81
 









no further Eurocurrency Loans the rate of interest applicable to which
is based upon the Affected Rate shall be made or continued as such, nor shall
any of the Borrowers have the right to convert ABR Loans to Eurocurrency Loans
the rate of interest applicable to which is based upon the Affected Rate.


3.8           Pro Rata Treatment
and Payments.


(a)           Each
borrowing of Revolving Loans (other than Swing Line Loans) by any of the
Borrowers from the Lenders hereunder shall be made, each payment by any of the
Borrowers on account of any commitment fee in respect of the Revolving
Commitments hereunder and any reduction of the Revolving Commitments of the
Lenders shall be allocated by the Administrative Agent, pro rata according to
the respective Revolving Commitment Percentages of the Lenders.  Each payment (including each prepayment) by
any of the Borrowers on account of principal of and interest on any Revolving
Loans shall be allocated by the Administrative Agent pro rata according to the
respective outstanding principal amounts of such Revolving Loans then held by
the Lender.  All payments (including
prepayments) to be made by any Borrower hereunder, whether on account of
principal, interest, fees, Reimbursement Obligations 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 holding the relevant Loans or the L/C Participants, as
the case may be, at the Administrative Agent’s office specified in subsection
10.2, in Dollars or, in the case of Loans outstanding in any Designated Foreign
Currency and L/C Obligations in any Designated Foreign Currency, such
Designated Foreign Currency and, whether in Dollars or any Designated Foreign
Currency, 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.  Unless the Administrative Agent shall have received
notice from a Borrower prior to the date on which any payment is due from such
Borrower to the Administrative Agent for the account of the Lenders or the
Issuing Bank hereunder that such Borrower will not make such payment, the
Administrative Agent may assume that such Borrower has made such payment on
such date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders or the Issuing Bank, as the case may be, the amount
due.  In such event, if the applicable
Borrower has not in fact made such payment, then each of the Lenders or the
Issuing Bank, as the case may be, severally agrees to



 82














repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender or the Issuing Bank with interest thereon, for each
day from and including the date such amount is distributed to it to but excluding
the date of payment to the Administrative Agent, (i) in the case of Loans to be
repaid in any Designated Foreign Currency, the rate customary in such
Designated Foreign Currency for settlement of similar interbank obligations and
(ii) in the case of Loans to be repaid in Dollars, the daily average Federal
Funds Effective Rate as quoted by the Administrative Agent.


(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 Revolving Commitment
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 any 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 (i) in the case of
Loans to be made in any Designated Foreign Currency, the rate customary in such
Designated Foreign Currency for settlement of similar inter bank obligations,
or (ii) in the case of Loans to be made in Dollars, 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, in each
case 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 Revolving Commitment 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 Parent
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, in the
case of Loans to be made in Dollars, ABR Loans hereunder or, in the case of
Loans to be made in any Designated Foreign Currency, the rate per annum
applicable to such Loans pursuant to subsection 3.1, in either case on demand,
from such Borrower and (y) then such 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 basis from
any commercial bank for a period ending on the date upon which such Lender does
in fact make such borrowing available, provided that at the time such
borrowing is made and at all times while such amount is outstanding such Borrower
would be permitted to borrow such amount pursuant to subsection 2.1 and/or (ii)
take any action permitted by the following subsection 3.8(c).


(c)           Notwithstanding anything contained in this
Agreement:


(i)            If at any time a
Lender shall not make a Revolving Loan required to be made by it hereunder (any
such Lender, a “Defaulting Lender”), the Parent Borrower shall have the right
to seek one or more Persons reasonably satisfactory to the Administrative Agent
and the Parent Borrower to each become a substitute Lender and 



 83
 








assume all or part of the Revolving Commitment of such Defaulting
Lender.  In such event, the Parent Borrower,
the Administrative Agent and any such substitute Lender shall execute and
deliver, and such Defaulting Lender shall thereupon be deemed to have executed
and delivered, an appropriately completed Assignment and Acceptance to effect
such substitution.


(ii)           In determining the Required Lenders, any
Lender that at the time is a Defaulting Lender (and the Revolving Loans and/or
Revolving Commitment of such Defaulting Lender) shall be excluded and
disregarded.  No commitment fee shall
accrue for the account of a Defaulting Lender so long as such Lender shall be a
Defaulting Lender.


(iii)          If at any time any Borrower shall be required
to make any payment under any Loan Document to or for the account of a
Defaulting Lender, then such Borrower, so long as it is then permitted to
borrow Revolving Loans hereunder, may set off and otherwise apply its
obligation to make such payment against the obligation of such Defaulting
Lender to make such Defaulted Loan.  In
such event, the amount so set off and otherwise applied shall be deemed to
constitute a Revolving Loan by such Defaulting Lender made on the date of such
set-off and included within any borrowing of Revolving Loans as the Administrative
Agent may reasonably determine.


(iv)          If, with respect to any Defaulting Lender,
which for the purposes of this subsection 3.8(c)(iv), shall include any Lender
that has taken any action or become the subject of any action or proceeding of
a type described in subsection 8(f), any Borrower shall be required to pay any
amount under any Loan Document to or for the account of such Defaulting Lender,
then such Borrower, so long as it is then permitted to borrow Revolving Loans
hereunder, may satisfy such payment obligation by paying such amount to the
Administrative Agent, to be (to the extent permitted by applicable law and to
the extent not utilized by the Administrative Agent to satisfy obligations of
the Defaulting Lender owing to it) held by the Administrative Agent in escrow
pursuant to its standard terms (including as to the earning of interest), and
applied (together with any accrued interest) by it from time to time to make
any Revolving Loans or other payments as and when required to be made by such
Defaulting Lender hereunder.


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 Parent 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, continue Affected Loans as such and convert an ABR Loan to
an Affected Loan 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 (or a Swing
Line Loan denominated in Dollars) when an Affected Loan is requested and (c)
such



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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 Revolving
Loans or within such earlier period as required by law and (d) such Lender’s
Loans then outstanding as Affected Loans, if any, not otherwise permitted to be
converted to ABR Loans by subsection 3.2 (whether because such Loans are
denominated in a Designated Foreign Currency or otherwise) shall, at the option
of the Parent Borrower (i) be prepaid with accrued interest thereon on the last
day of the then current Interest Period with respect thereto (or such earlier
date as may be required by any such Requirement of Law) or (ii) bear interest
at an alternate rate reasonably determined by the Administrative Agent to
adequately reflect such Lender’s cost of funding such Loans.  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 Parent 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 Issuing Bank, or compliance by any Lender or Issuing Bank 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 or
such Issuing Bank that becomes an Issuing Bank):


(i)            shall subject such Lender or Issuing Bank
to any tax of any kind whatsoever
with respect to any Letter of Credit, any Letter of Credit Request or any
Eurocurrency Loans made or maintained or, in the case of Letters of Credit,
participated in, by it or any Letter of Credit issued by
it as applicable or its obligation to make or maintain Eurocurrency Loans,
issue or participate any Letters of Credit or change the basis of taxation of
payments to such Lender or Issuing Bank in respect thereof, in each
case, except for Non-Excluded Taxes and taxes measured by or imposed upon the
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
Issuing Bank 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 or Issuing Bank
any other condition (excluding any tax of any kind whatsoever);



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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 Eurocurrency Loans or
issuing or participating in Letters of Credit or to reduce any amount
receivable hereunder in respect thereof, then, in any such case, upon notice to
the Parent Borrower from such Lender or Issuing Bank, through the Administrative
Agent, in accordance herewith, the Parent Borrower shall promptly pay such
Lender or Issuing Bank, upon its demand, any additional amounts necessary to
compensate such Lender or Issuing Bank for such increased cost or reduced
amount receivable with respect to such Eurocurrency Loans or Letters of Credit,
provided that, in any such case, the Parent 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 Parent 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 or Issuing Bank becomes entitled to claim any additional amounts pursuant
to this subsection, it shall provide prompt notice thereof to the Parent
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 or Issuing Bank 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 or Issuing Bank, through the Administrative Agent, to
the Parent 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 Revolving Loans and all
other amounts payable hereunder.


(b)           If any Lender or Issuing Bank 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 Issuing Bank or any corporation controlling such
Lender or Issuing Bank 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, Issuing Bank’s, or such
corporation’s capital as a consequence of such Lender’s or Issuing Bank’s
obligations hereunder or in respect of any Letter of Credit to a level below
that which such Lender, Issuing Bank or such corporation could have achieved
but for such change or compliance (taking into consideration such Lender’s,
Issuing Bank’s or such corporation’s policies with respect to capital adequacy)
by an amount deemed by such Lender or Issuing Bank to be material, then from
time to time, within ten Business Days after submission by such Lender or
Issuing Bank to the Parent 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, Issuing Bank or corporation and a reasonably
detailed explanation of the calculation thereof, the applicable Borrower shall
pay to such Lender or Issuing Bank such additional amount or amounts as will
compensate such Lender, Issuing Bank or corporation for



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such reduction.  Such a
certificate as to any additional amounts payable pursuant to this subsection
submitted by such Lender or Issuing Bank, through the Administrative Agent, to
the Parent 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.


(c)           Notwithstanding anything to the contrary in
this subsection 3.10, the Parent 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 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, 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 each of the Borrowers under this
Agreement and any 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 any
such Borrower or the Administrative Agent to the Administrative Agent, Issuing Bank or any Lender
hereunder or under any Notes, the amounts so payable by such Borrower shall be
increased to the extent necessary to yield to such Agent, Issuing Bank 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 each Borrower shall be
entitled to deduct and withhold, and such Borrower shall not be required to
indemnify for any Non-Excluded Taxes, and any such amounts payable by such
Borrower or the Administrative Agent to or for the account of any Agent,
Issuing Bank or Lender, shall not be increased (x) if such Agent, Issuing Bank
or Lender fails to comply with the requirements of paragraphs (b) or (c) of
this subsection; provided that this clause (x) shall not apply with
respect to any failure to comply with the requirements of paragraph (b) of this
subsection if the Non-Excluded Taxes in question arise with respect to payments
made by or on behalf of a Foreign Subsidiary Borrower to any Agent, Issuing
Bank, or Lender that is not a United States person, (y) with respect to any
Non-Excluded Taxes imposed in connection with the payment of any fees paid
under this Agreement, other than fees paid by or on behalf of a Foreign Subsidiary
Borrower, unless such Non-Excluded Taxes are imposed (1) 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 such Issuing Bank becomes an
Issuing Bank hereunder (or, if such Agent, Issuing Bank 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, Issuing Bank or Lender became
such a beneficiary or member, if later) (any such change, at such time, a “Change
in Law”), or (2) on a Person that is an assignee whose assignor was
entitled to receive additional amounts with respect



 87
 








to payments made by any Borrower, at the time such assignment was
effective, as a result of Change in Law that occurred after the Closing Date
and such assignee (including, for the avoidance of doubt, any replacement of
the Issuing Bank) 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, 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 such Borrower, at the time such assignment was effective, as a result
of Change in Law that occurred after the Closing Date and such assignee
(including for the avoidance of doubt, any replacement of the Issuing Bank) is
subject to the same Change in Law with respect to payments from such 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; provided  further that this clause (z) shall not
apply if the Non-Excluded Taxes in question arise with respect to payments made
by or on behalf of a Foreign Subsidiary Borrower.  Whenever any Non-Excluded Taxes are payable
by any Borrower, as promptly as possible thereafter such Borrower shall send to
the Administrative Agent for its own account or for the account of such Lender,
Issuing Bank 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 such Borrower showing
payment thereof.  If any 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, such
Borrower shall indemnify the Administrative Agent, the Lenders, Issuing Bank
and the Agents for any incremental Taxes, interest or penalties that may become
payable by the Administrative Agent, Issuing Bank or any Lender as a result of
any such failure.  The agreements in this
subsection 3.11 shall survive the termination of this Agreement and the payment
of the Revolving Loans and all other amounts payable hereunder.


(b)           Each Agent,
Issuing Bank and each Lender that is a “United States
person” (within the meaning of Section 7701(a)(30) of the Code) shall
deliver to the Parent Borrower and the Administrative Agent on or prior to the
Closing Date or, in the case of an Agent, Issuing Bank 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, Issuing Bank
or Lender is a “United States person” (within the meaning of Section
7701(a)(30) of the Code) and to such Agent’s, Issuing Bank’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 Note.  Each Agent, Issuing
Bank 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 Parent Borrower and
the Administrative Agent on or prior to the Closing Date or, in the case of an
Agent, Issuing Bank or Lender that is an assignee or transferee of an interest
under this



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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, Issuing Bank’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 Note, (ii) if
such Agent, Issuing Bank 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,
Issuing Bank’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 Note or (iii) if such Agent,
Issuing Bank 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, Issuing Bank’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 Note (or, to the extent the beneficial owners of such
non-U.S. intermediary or flow through entity are (i) non-U.S. persons claiming
portfolio interest treatment, a complete exemption from United States
withholding tax with respect to interest payments or (ii) United States
persons, a complete exemption from United States federal backup withholding
tax), unless, in each case, such Person is an assignee whose assignor was entitled
to receive additional amounts with respect to payments made by any 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 exceed the additional amounts that the
assignor was entitled to receive at the time such assignment was
effective.  In addition, each Agent,
Issuing Bank 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, Issuing Bank or Lender shall deliver to the
Parent 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, Issuing Bank or Lender to a continued exemption from
United States federal withholding tax with respect to payments under this Agreement
and any Note (or, to the extent the beneficial owners of such non-U.S.
intermediary or flow through entity are (i) non-U.S. persons claiming portfolio
interest treatment, a complete exemption from United States withholding tax
with respect to interest payments or (ii) United States persons, a complete
exemption from United States federal backup



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withholding tax); unless, in each case, (1) there has been a
Change in Law that occurs after the date such Agent, Issuing Bank or Lender becomes
an Agent, Issuing Bank or Lender hereunder (or after the date the relevant
beneficiary or member in the case of an Agent, Issuing Bank or 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, Issuing Bank or Lender
from duly completing and delivering any such form with respect to it, in which
case such Agent, Issuing Bank or Lender shall promptly notify the Parent
Borrower and the Administrative Agent of its inability to deliver any such form
or (2) such Person is an assignee whose assignor was entitled to receive
additional amounts with respect to payments made by any 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 such 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, Issuing Bank and Lender shall,
upon request by the Parent Borrower or the Administrative Agent, deliver to the
Parent Borrower or the applicable Governmental Authority, as the case may be,
any form or certificate required in order that any payment by the Parent
Borrower or the Administrative Agent under this Agreement or any Note to such
Agent, Issuing Bank 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, Issuing Bank 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 paragraphs (b) and (c) of this subsection 3.11 (subject to the requirements and
limitations therein), 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.  Each 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 such Borrower in
making a borrowing of, conversion into or continuation of Eurocurrency Loans
after the Parent Borrower has given a notice requesting the same in accordance
with the provisions of this Agreement, (b) default by such Borrower in making
any prepayment or conversion of Eurocurrency Loans after the Parent 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 



 90
 








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 becomes entitled
to claim any amounts under the indemnity contained in this subsection 3.12, it
shall provide prompt notice thereof to the Parent 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 Parent 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 Revolving 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 applicable Borrower, each Agent, Lender and Issuing Bank
to which any 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 such Borrower the opportunity
to contest, and reasonably cooperate with such Borrower in contesting, the
imposition of any Non-Excluded Tax giving rise to such payment; provided
that (i) such Agent, Lender or Issuing Bank shall not be required to afford
such Borrower the opportunity to so contest unless such Borrower shall have
confirmed in writing to such Agent, Lender or Issuing Bank its obligation to
pay such amounts pursuant to this Agreement and (ii) such Borrower shall
reimburse such Agent, Lender or Issuing Bank for its reasonable attorneys’ and
accountants’ fees and disbursements incurred in so cooperating with such
Borrower in contesting the imposition of such Non-Excluded Tax; provided,
however, that notwithstanding the foregoing no Agent, Lender or Issuing
Bank shall be required to afford such Borrower the opportunity to contest, or
cooperate with such Borrower in contesting, the imposition of any Non-Excluded
Taxes, if such Agent, Lender or Issuing Bank in its sole discretion in good
faith determines that to do so would have an adverse effect on it.


(b)           If a Lender or Issuing
Bank changes its applicable lending office (other than (i) pursuant to
paragraph (c) below or (ii) after an Event of Default under subsection 8(a) or
(f) has occurred and is continuing) and the effect of such change, as of the
date of such change, would be to cause any Borrower to become obligated to pay
any additional amount under subsection 3.10 or 3.11 other than, in the case of
any Foreign Subsidiary Borrower, any additional amount under subsection 3.11,
such 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 or



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Issuing Bank by any Borrower pursuant to
subsection 3.10 or 3.11, such Lender or Issuing Bank shall promptly after
becoming aware of such event or condition notify such 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 Loans held by such Lender at another lending office, or through
another branch or an affiliate, of such Lender); provided that such
Lender or Issuing Bank 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 such Borrower agrees to
reimburse such Lender or Issuing Bank for the reasonable incremental
out-of-pocket costs thereof).


(d)           If any 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, such 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 such Borrower to purchase the
affected Loan, in whole or in part, at an aggregate price no less than such
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 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 Parent 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 Parent Borrower or the substitute Lender.  In the case of a prepayment of an affected
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 Loan, the
applicable 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
subsection 3.13) prior to such substitution or prepayment.


(e)           If any Agent, Lender or
any Issuing Bank receives a refund directly attributable to taxes for which any
Borrower has made additional payments pursuant to subsection 3.10(a) or
3.11(a), such Agent, such Lender or such Issuing Bank, 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 such Borrower; provided, however,
that the applicable 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, Issuing Bank 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.



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


3.14         [Reserved].


3.15         Controls on Prepayment
if Aggregate Outstanding Revolving Credit Exceeds Aggregate Revolving
Commitments.


(a)           The Parent Borrower will implement and
maintain internal controls to monitor the borrowings and repayments of Loans by
the Borrowers and the issuance of and drawings under Letters of Credit, with
the object of preventing any request for an Extension of Credit that would
result in the Aggregate Outstanding Revolving Credit with respect to all of the
Lenders (including the Swing Line Lender) being in excess of the aggregate
Revolving Commitments then in effect and of promptly identifying any
circumstance where, by reason of changes in exchange rates, the Aggregate
Outstanding Revolving Credit with respect to all of the Lenders (including the
Swing Line Lender) exceeds the aggregate Revolving Commitments then in
effect.  In the event that at any time
Parent Borrower determines that the Aggregate Outstanding Revolving Credit with
respect to all of the Lenders (including the Swing Line Lender) exceeds the
aggregate Revolving Commitments then in effect by more than 5%, the Borrowers
will, as soon as practicable but in any event within five Business Days of
making such determination, first, make such repayments or prepayments of Loans
(together with interest accrued to the date of such repayment or prepayment),
second, pay any Reimbursement Obligations then outstanding and, third, cash
collateralize any outstanding L/C Obligations on terms reasonably satisfactory
to the Administrative Agent, as shall be necessary to cause the Aggregate Outstanding
Revolving Credit with respect to all of the Lenders (including the Swing Line
Lender) to no longer exceed the aggregate Revolving Commitments then in effect.  If any such repayment or prepayment of a
Eurocurrency Loan pursuant to this subsection occurs on a day which is not
the last day of the then current Interest Period with respect thereto, the
Borrowers shall pay to the Lenders such amounts, if any, as may be required
pursuant to subsection 3.12.


(b)           The Administrative Agent will calculate the
Aggregate Outstanding Revolving Credit with respect to all of the Lenders
(including the Swing Line Lender) from time to time, and in any event not less
frequently than once during each calendar month.  In making such calculations, the
Administrative Agent will rely on the information most recently received by it
from the Swing Line Lender in respect of outstanding Swing Line Loans and from
the Issuing Bank in respect of outstanding L/C Obligations.


(c)           In the event that on any date the
Administrative Agent calculates that the Aggregate Outstanding Revolving Credit
with respect to all of the Lenders (including the Swing Line Lender) exceeds
the aggregate Revolving Commitments then in effect by more than 5%, the
Administrative Agent will give notice to such effect to Parent Borrower and the
Lenders.  Following receipt of any such
notice, the Borrowers will, as soon as practicable but in any event within five
Business Days of receipt of such notice, first, make such repayments or
prepayments



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of Loans (together with interest accrued to the date of such repayment
or prepayment), second, pay any Reimbursement Obligations then
outstanding and, third, cash collateralize any outstanding L/C
Obligations on terms reasonably satisfactory to the Administrative Agent as
shall be necessary to cause the Aggregate Outstanding Revolving Credit with
respect to all of the Lenders (including the Swing Line Lender) to no longer
exceed the aggregate Revolving Commitments then in effect.  If any such repayment or prepayment of a
Eurocurrency Loan pursuant to this subsection occurs on a day which is not the
last day of the then current Interest Period with respect thereto, the
Borrowers shall pay to the Lenders such amounts, if any, as may be required
pursuant to subsection 3.12.


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 and on each Borrowing Date thereafter, the
Parent Borrower hereby represents and warrants, on the Closing Date, after
giving effect to the Transactions, and on each Borrowing Date thereafter, 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 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.  As of the Closing Date, after giving effect
to the consummation of the Transactions occurring on the Closing Date, the
Parent Borrower is Solvent.


(b)           Since the Closing Date,
there has not been any event, change, circumstance or development which,
individually or in the aggregate, has had or would reasonably be expected to
have, a Material Adverse Effect.



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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 each 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 each Borrower,
to authorize the Extensions of Credit to it, if any, on the terms and conditions
of this Agreement, any Notes and the Letter of Credit Request.  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 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
each 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, (b) filings to perfect the Liens created by the Security
Documents, (c) filings pursuant to the Assignment of Claims Act of 1940, as
amended (31 U.S.C. § 3727 et  seq.), in respect of Accounts
of each Borrower and its Restricted Subsidiaries the Obligor in respect of
which is the United States of America or any department, agency or instrumentality
thereof and (d) 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 each 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 each 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



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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 Parent Borrower, threatened by or against the Parent 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 Parent 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 Parent
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 Parent 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 (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 Parent
Borrower nor any of its Restricted Subsidiaries is in violation of any
Requirement of Law applicable to the Parent 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 Parent Borrower, each
of the Parent 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



 96
 








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 Parent 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 Parent 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 Parent
Borrower or any Commonly Controlled Entity; (h) any liability of the Parent
Borrower or any Commonly Controlled Entity under ERISA if the Parent 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 Parent 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) of this subsection 4.13(a) with
respect to a Multiemployer Plan is based on knowledge of the Parent 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 Parent 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 Parent 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



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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 Parent 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
Parent Borrower or any of its Restricted Subsidiaries, would reasonably be
expected to result in a material liability to the Parent 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         Collateral.  Upon execution and delivery thereof by the
parties thereto, the Guarantee and Collateral Agreement, the Security Agreement
and the Mortgages, if any, will be effective to create (to the extent described
therein) in favor of the Revolving Collateral Agent for the benefit of the
Secured Parties, a legal, valid and enforceable security interest in the
Collateral described therein, except as may be limited by applicable domestic
or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors’ rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.  When (a) the actions specified in Schedule 3
to the Guarantee and Collateral Agreement have been duly taken, (b) all
applicable Instruments, Chattel Paper and Documents (each as described therein)
a security interest in which is perfected by possession have been delivered to,
and/or are in the continued possession of, the Revolving Collateral Agent, (c)
all Electronic Chattel Paper and Pledged Stock (as defined in the Guarantee and
Collateral Agreement) a security interest in which is required to be or is
perfected by “control” (as described in the UCC) are under the “control” of the
Revolving Collateral Agent or the Administrative Agent, as agent for the
Revolving Collateral Agent and as directed by the Revolving Collateral Agent
and (d) the Mortgages, if any, have been duly recorded, the security interests
granted pursuant thereto shall constitute (to the extent described therein) a
perfected security interest in, all right, title and interest of each pledgor
or mortgagor (as applicable) party thereto in the Collateral described therein
(excluding Commercial Tort Claims, as defined in the Guarantee and Collateral
Agreement, other than such Commercial Tort Claims set forth on Schedule 7
thereto (if any)) with respect to such pledgor. 
Notwithstanding any other provision of this Agreement, capitalized terms
that are used in this subsection 4.14 and not defined in this Agreement are so
used as defined in the applicable Security Document.


4.15         Investment Company
Act; Other Regulations.  None of the
Borrowers is an “investment company” within the meaning of the Investment
Company Act.  None of the Borrowers is
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.


4.16         Subsidiaries.  Schedule 4.16 sets forth all the Subsidiaries
of the Parent 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 Parent Borrower therein.



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4.17         Purpose of Loans.  The proceeds of Revolving Loans and Swing
Line Loans shall be used by the Borrowers to finance the working capital and
business requirements of, and for capital expenditures and other general
corporate purposes of, Parent Borrower and its Subsidiaries; provided
that Revolving Loans in a principal amount of no more than the Dollar
Equivalent of $50.0 million may be used by the Parent Borrower on the Closing
Date (a) to finance, in part, the Transactions and (b) to pay certain
transaction fees and expenses related to the Transactions.


4.18         Environmental Matters.  Other than as disclosed on Schedule 4.18 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 Parent 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 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 Parent
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 Parent Borrower or any of its Restricted
Subsidiaries under any applicable Environmental Law, or (ii) interfere with the
Parent 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 Parent 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 Parent Borrower or
any of its Restricted Subsidiaries is, or to the knowledge of the Parent
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 Parent Borrower or
any of its Restricted Subsidiaries, threatened.


(d)           Neither the Parent
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 



 99
 








received any
other written request for information from any Governmental Authority with
respect to any Materials of Environmental Concern.


(e)           Neither the Parent
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.


4.19         No Material
Misstatements.  The written factual information
(including the Confidential Information Memorandum), reports, financial
statements, exhibits and schedules furnished by or on behalf of the Parent
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 Parent 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 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 Parent 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.


4.20         Labor Matters.  There are no strikes pending or, to the
knowledge of the Parent Borrower, reasonably expected to be commenced against
the Parent 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 Parent 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.


4.21         Insurance.  Schedule 4.21 sets forth a complete and
correct listing of all insurance that is (a) maintained by the Parent Borrower
and its Restricted Subsidiaries that are Loan Parties and (b) material to the
business and operations of the Parent 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.


4.22         Anti-Terrorism.  As of the Closing Date, the Parent Borrower
and its Restricted Subsidiaries are in compliance with the Uniting and
Strengthening America by



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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
Effectiveness of 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 (other than those set forth in
clause (e)) set forth in 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 6.11:


(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 Parent Borrower;


(ii)          each of the Guarantee
and Collateral Agreement and the Security Agreement, executed and delivered by
a duly authorized officer of each Loan Party signatory thereto, and an Acknowledgement
and Consent in the form attached to the Guarantee and Collateral Agreement, executed
and delivered by each Issuer (as defined therein), if any, that is not a Loan
Party; and


(iii)         the Intercreditor
Agreement, executed and delivered by a duly authorized officer of each Loan
Party signatory thereto;


provided
that clauses (a)(ii), (h) and (i) of this subsection 5.1 notwithstanding, to
the extent any guarantee or collateral is not provided on the Closing Date
after Holding and its Subsidiaries having used commercially reasonable efforts
to do so (it being understood that UCC-1 financing statements shall have been
provided), the provisions of clauses (a)(ii), (h) and (i) shall be deemed to
have been satisfied and the Loan Parties shall be required to provide such
guarantees and collateral in accordance with the provisions set forth in subsection
6.11.


(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



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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 Financing.


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


(ii)           Substantially concurrently with the
satisfaction of the other conditions precedent set forth in this subsection
5.1, Acquisition Co. shall have entered into the Term Loan 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 Senior Interim Loan Agreement and the Term Loan Credit Agreement,
certified as such by an appropriate officer of the Parent Borrower.


(d)           Outstanding
Indebtedness and Preferred Equity; No Defaults.  After giving effect to the consummation of
the Merger, the Parent 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 or issued pursuant to the Debt Financing,
any Existing Indebtedness and Indebtedness in respect of the Redeemed
Notes.  Any existing Indebtedness for
borrowed money, other than the Debt Financing, any such Existing Indebtedness
and Indebtedness in respect of the 2007 Notes, shall have been repaid, 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)           Lien Searches.  The Administrative Agent shall have received
the results of a recent search by a Person reasonably satisfactory to the
Administrative Agent, of the UCC, judgment and tax lien filings that have been
filed with respect to personal property of the Parent Borrower and its
Subsidiaries in each of the jurisdictions set forth in Schedule 5.1(e).


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


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



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


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


(h)           Perfected Liens.  The Revolving Collateral Agent shall have
obtained a valid security interest in the Collateral (to the extent
contemplated in the applicable Security Documents); and all documents,
instruments, filings, recordations and searches reasonably necessary in
connection with the perfection and, in the case of the filings with the U.S.
Patent and Trademark Office and the U.S. Copyright Office, protection of such security
interests shall have been executed and delivered or made, or, in the case of
UCC filings, written authorization to make such UCC filings shall have been
delivered to the Revolving Collateral Agent, and none of such Collateral shall
be subject to any other pledges, security interests or mortgages except for
Permitted Liens; provided that with respect to any such Collateral the
security interest in which may not be perfected by filing of a UCC financing
statement or by making a filing with the U.S. Patent and Trademark Office or
the U.S. Copyright Office, if perfection of the Revolving Collateral Agent’s security
interest in such collateral may not be accomplished on or before the Closing
Date without undue burden or expense, then delivery of documents and
instruments for perfection of such security interest shall not constitute a
condition precedent to the initial borrowings hereunder; and subject in each
case to the proviso in clause (a) of this subsection 5.1.


(i)            Pledged Stock;
Stock Powers; Pledged Notes; Endorsements. 
The Revolving Collateral Agent or the Term Loan Collateral Agent (as
bailee for perfection on behalf of the Revolving Collateral Agent) shall have
received (subject to the proviso in clause (a) of this subsection 5.1):


(i)            the certificates, if
any, representing the Pledged Stock under (and as defined in) the Guarantee and
Collateral Agreement, together with an undated stock power for each such certificate
executed in blank by a duly authorized officer of the pledgor thereof; and


(ii)           the promissory notes
representing each of the Pledged Notes under (and as defined in) the Guarantee
and Collateral Agreement, duly endorsed as required by the Guarantee and Collateral
Agreement.


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



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(k)           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 Notes and the other Loan Documents to which it is or will be a
party as of the Closing Date, (ii) the Extensions of Credit to such Loan Party
(if any) contemplated hereunder and (iii) the granting by it of the Liens to be
created pursuant to the Security Documents to which it will be a party as of
the Closing Date, 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 I 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.


(l)            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 I executed by a Responsible
Officer or other authorized representative and the Secretary, any Assistant Secretary
or another authorized representative of such Loan Party.


(m)          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 I.


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


(o)           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 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 (o) 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
4.15.


(p)           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 or collateral on the Closing Date after the use of commercially
reasonable efforts by Holding or any of its



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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 4.15, shall in each case not constitute a
Default or Event of Default for purposes of this clause.


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


(r)            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.


5.2           Conditions to Each
Extension of Credit.  The agreement
of each Lender to make any Extension of Credit (including, without limitation,
each Swing Line Loan, but excluding the initial Extensions of Credit hereunder)
requested to be made by it on any date (other than the date of the initial
Extensions of Credit hereunder) is subject to the satisfaction or waiver of the
following conditions precedent:


(a)           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 relate to a particular date, be true and correct in all material
respects on and as of such date as if made on and as of such date.


(b)           No Default.  No Default or Event of Default shall have
occurred and be continuing.


(c)           Letter of Credit Request.  With respect to the issuance of any Letter of
Credit, the Issuing Bank shall have received a Letter of Credit Request,
completed to its satisfaction, and such other certificates, documents and other
papers and information as the Issuing Bank may reasonably request.


(d)           Designated Foreign
Currency Borrowings.  With respect to
any Extension of Credit in a Designated Foreign Currency (other than one
constituting a Designated



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Foreign Currency as of the Closing Date), no
change in national, financial or economic conditions or currency exchange rates
shall have occurred with respect to such Designated Foreign Currency that would
make it impracticable for such Extension of Credit to be denominated in such
Designated Foreign Currency.


Each borrowing of Loans by and Letter of Credit issued
on behalf of any of the Borrowers hereunder after the date of the initial
Extension of Credit hereunder shall constitute a representation and warranty by
Parent Borrower as of the date of such borrowing or such issuance that the
conditions contained in this subsection 5.2 have been satisfied.


SECTION 6.              AFFIRMATIVE
COVENANTS.


The Parent Borrower hereby agrees that, from and after
the Closing Date and so long as the Revolving Commitments remain in effect, and
thereafter until payment in full of the Revolving Loans, all Reimbursement
Obligations and any other amount then due and owing to any Lender or any Agent
hereunder and under any Note and termination or expiration of all Letters of
Credit (unless cash collateralized or otherwise provided for in a manner
reasonably satisfactory to the Administrative Agent) the Parent Borrower shall
and (except in the case of delivery of financial information, reports and
notices) shall cause each of the Material Restricted Subsidiaries to:


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 Parent Borrower ending on or after
December 31, 2007, (i) a copy of the consolidated balance sheet of the Parent
Borrower and its 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 (it being agreed that the
furnishing of the Parent Borrower’s annual report on Form 10-K for such year,
as filed with the SEC, will satisfy the Parent 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) and (ii) a narrative report and management’s discussion
and analysis, in a form substantially similar to past practice or otherwise
reasonably satisfactory to the Administrative Agent, of the financial condition
and results of operations of the Parent Borrower for such fiscal year, as
compared to amounts for the previous fiscal year;



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(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 Parent Borrower, (i) the
unaudited consolidated balance sheet of the Parent 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 Parent 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 Parent Borrower as
being fairly stated in all material respects (subject to normal year-end audit
and other adjustments) (it being agreed that the furnishing of the Parent
Borrower’s quarterly report on Form 10-Q for such quarter, as filed with the
SEC, will satisfy the Parent Borrower’s obligations under this subsection
6.1(b) with respect to such quarter) 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 for such fiscal quarter and the then elapsed portion
of the fiscal year, as compared to the comparable periods in the previous
fiscal year;


(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 Parent Borrower in good faith) to eliminate the accounts of Unrestricted
Subsidiaries (if any) from the accounts of the Parent 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 Parent 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 Parent Borrower as being) prepared in
reasonable detail in accordance with GAAP applied consistently throughout the
periods reflected therein and 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           Certificates; Other
Information.  Furnish to the
Administrative Agent for delivery to each Lender (and the Administrative Agent
agrees to make and so deliver such copies):


(a)           concurrently
with the delivery of the financial statements referred to in subsection 6.1(a),
a certificate of the independent certified public accountants reporting on such
financial statements stating that in making the audit necessary therefor no
knowledge was obtained of any Default or Event of Default insofar as the same
relates to



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any financial
accounting matters covered by their audit, except as specified in such
certificate (which certificate may be limited to the extent required by
accounting rules or guidelines);


(b)           concurrently with the
delivery of the financial statements and reports referred to in subsections
6.1(a) and (b), a certificate signed by a Responsible Officer of the Parent
Borrower stating that, to the best of such Responsible Officer’s knowledge, the
Parent Borrower and its Subsidiaries during such period has observed or
performed all of its covenants and other agreements, and satisfied every
condition, contained in this Agreement or the other Loan Documents to which it
is a party to be observed, performed or satisfied by it, and that such
Responsible Officer has obtained no knowledge of any Default or Event of
Default, except, in each case, as specified in such certificate;


(c)           as soon as available,
but in any event not later than the fifth Business Day following the 90th day
after the beginning of fiscal year 2008 of the Parent Borrower, and the 90th
day after the beginning of each fiscal year of the Parent Borrower thereafter,
a copy of the annual business plan for such year by the Parent Borrower of the
projected operating budget (including an annual consolidated balance sheet,
income statement and statement of cash flows of the Parent Borrower and its
Subsidiaries), each such business plan to be accompanied by a certificate
signed by the Parent Borrower and delivered by a Responsible Officer of the
Parent Borrower to the effect that such projections have been prepared on the
basis of assumptions believed by the Parent Borrower to be reasonable at the
time of preparation and delivery thereof;


(d)           within five Business
Days after the same are sent, copies of all financial statements and reports
which Holding or the Parent Borrower sends to its public security holders, and
within five Business Days after the same are filed, copies of all financial
statements and periodic reports which Holding or the Parent Borrower may file
with the SEC or any successor or analogous Governmental Authority;


(e)           within five Business
Days after the same are filed, copies of all registration statements and any
amendments and exhibits thereto, which Holding or the Parent Borrower may file
with the SEC or any successor or analogous Governmental Authority, and such
other documents or instruments as may be reasonably requested by the Administrative
Agent in connection therewith; and


(f)            with reasonable
promptness, such additional information (financial or otherwise) as the
Administrative Agent on its own behalf or on behalf of any Lender (acting
through the Administrative Agent) may reasonably request in writing from time
to time.


6.3           Payment
of Taxes.  Pay, discharge or
otherwise satisfy at or before they become delinquent, all its material Taxes,
except where the amount or validity thereof is currently being contested in
good faith by appropriate proceedings diligently conducted and reserves in
conformity with GAAP with respect thereto have been provided on the books of
the



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Parent Borrower or any of its Restricted
Subsidiaries, as the case may be, and except to the extent that failure to do
so, in the aggregate, would not reasonably be expected to have a Material
Adverse Effect.


6.4           Maintenance of
Existence.  Preserve, renew and keep
in full force and effect its corporate existence and take all reasonable action
to maintain all rights, privileges and franchises necessary or desirable in the
normal conduct of the business of the Parent Borrower and its Restricted
Subsidiaries, taken as a whole, except as otherwise expressly permitted pursuant
to subsection 7.3 or 7.4, provided that the Parent Borrower and its Restricted
Subsidiaries shall not be required to maintain any such rights, privileges or
franchises and the Parent Borrower’s Restricted Subsidiaries shall not be
required to maintain such existence, if the failure to do so would not
reasonably be expected to have a Material Adverse Effect; and comply with all
Contractual Obligations and Requirements of Law except to the extent that
failure to comply therewith, in the aggregate, would not reasonably be expected
to have a Material Adverse Effect.


6.5           Maintenance of
Property; Insurance.


(a)           Keep all property
useful and necessary in the business of the Loan Parties, taken as a whole, in
good working order and condition; maintain with financially sound and reputable
insurance companies insurance on, or self insure, all property material to the
business of the Loan Parties, taken as a whole, in at least such amounts and
against at least such risks (but including in any event public liability,
product liability and business interruption) as are consistent with the past
practices of the Loan Parties and otherwise as are usually insured against in
the same general area by companies engaged in the same or a similar business;
furnish to the Administrative Agent, upon written request, information in
reasonable detail as to the insurance carried; and ensure that at all times the
Administrative Agent, for the benefit of the Secured Parties, shall be named as
additional insured with respect to liability policies, and the Revolving Collateral
Agent, for the benefit of the Secured Parties, shall be named as loss payee
with respect to property insurance for the Mortgaged Properties (if any),
maintained by the Parent Borrower and any Subsidiary Guarantor that is a Loan
Party; provided that, unless an Event of Default shall have occurred and
be continuing, the Revolving Collateral Agent shall turn over to the Parent Borrower
any amounts received by it as loss payee under any such property insurance
maintained by such Loan Parties, the disposition of such amounts to be subject
to the provisions of subsection 3.4(d) to the extent applicable, and, unless an
Event of Default shall have occurred and be continuing, the Revolving
Collateral Agent agrees that the Parent Borrower and/or the applicable
Subsidiary Guarantor shall have the sole right to adjust or settle any claims
under such insurance.


(b)           With respect to each
property of such Loan Parties subject to a Mortgage (if any) acquired after the
Closing Date:


(i)            If any portion of any
such property is located in an area identified as a special flood hazard area
by the Federal Emergency Management Agency or other



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applicable agency, such Loan Party shall maintain or cause to be
maintained, flood insurance to the extent required by law.


(ii)           The applicable Loan Party promptly shall
comply with and conform to (i) all provisions of each such insurance policy,
and (ii) all requirements of the insurers applicable to such party or to such
property or to the use, manner of use, occupancy, possession, operation,
maintenance, alteration or repair of such property, except for such non-compliance
or non-conformity as would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. 
Such Loan Party shall not use or permit the use of such property in any
manner that would reasonably be expected to result in the cancellation of any
such insurance policy or would reasonably be expected to void coverage required
to be maintained with respect to such property pursuant to clause (a) of this
subsection 6.5.


(iii)          If any such Loan Party is in default of its obligations
to insure or deliver any such prepaid policy or policies, the result of that
would reasonably be expected to have a Material Adverse Effect, then the
Administrative Agent, at its option upon 10 days’ written notice to the Parent
Borrower, may effect such insurance from year to year at rates substantially
similar to the rate at which such Loan Party had insured such property, and pay
the premium or premiums therefore, and the Parent Borrower shall pay or cause
to be paid to the Administrative Agent on demand such premium or premiums so
paid by the Administrative Agent with interest from the time of payment at a
rate per annum equal to 2.00%.


(iv)          If such property, or any part thereof, shall
be destroyed or damaged and the reasonably estimated cost thereof would exceed
$5.0 million the Parent Borrower shall give prompt notice thereof to the
Administrative Agent.  All insurance proceeds
paid or payable in connection with any damage or casualty to any such property
shall be applied in the manner specified in subsection 6.5(a).


6.6           Inspection of
Property; Books and Records; Discussions. 
Keep proper books of records and account in which full, complete and
correct entries in conformity with GAAP and all material Requirements of Law
shall be made of all dealings and transactions in relation to its business and
activities; and permit representatives of the Administrative Agent to visit and
inspect any of its properties and examine and, to the extent reasonable, make
abstracts from any of its books and records and to discuss the business,
operations, properties and financial and other condition of the Parent Borrower
and its Restricted Subsidiaries with officers and employees of the Parent
Borrower and its Restricted Subsidiaries and with its independent certified
public accountants, in each case at any reasonable time, upon reasonable
notice, provided that (a) except during the continuation of an
Event of Default, only one such visit shall be at the Borrowers’ expense, and
(b) during the continuation of an Event of Default, the Administrative
Agent and its representatives may do any of the foregoing at the Borrowers’
expense.



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6.7           Notices.  Promptly give notice to the Administrative
Agent and each Lender of:


(a)           as soon as possible
after a Responsible Officer of the Parent Borrower knows thereof, the
occurrence of any Default or Event of Default;


(b)           as soon as possible
after a Responsible Officer of the Parent Borrower knows thereof, any
litigation, investigation or proceeding which may exist at any time between the
Parent Borrower or any of its Restricted Subsidiaries and any Governmental
Authority, which would reasonably be expected to be adversely determined and if
adversely determined, as the case may be, would reasonably be expected to have
a Material Adverse Effect;


(c)           as soon as possible
after a Responsible Officer of the Parent Borrower knows thereof, any
litigation or proceeding affecting the Parent Borrower or any of its Restricted
Subsidiaries that would reasonably be expected to have a Material Adverse Effect;


(d)           the following events,
as soon as possible and in any event within 30 days after a Responsible Officer
of the Parent Borrower or any of its Restricted Subsidiaries knows
thereof:  (i) the occurrence or expected
occurrence of any Reportable Event with respect to any Single Employer Plan, a
failure to make any required contribution to a Single Employer Plan or
Multiemployer Plan, the creation of any Lien on the property of the Parent
Borrower or its Restricted Subsidiaries in favor of the PBGC or a Plan or any
withdrawal from, or the full or partial termination, Reorganization or
Insolvency of, any Multiemployer Plan; (ii) the institution of proceedings or
the taking of any other formal action by the PBGC or the Parent Borrower or any
of its Restricted Subsidiaries or any Commonly Controlled Entity or any
Multiemployer Plan which could reasonably be expected to result in the
withdrawal from, or the termination, Reorganization or Insolvency of, any Single
Employer Plan or Multiemployer Plan; provided, however, that no
such notice will be required under clause (i) or (ii) above unless the event
giving rise to such notice, when aggregated with all other such events under
clause (i) or (ii) above, would be reasonably expected to result in a Material
Adverse Effect; and


(e)           as soon as possible
after a Responsible Officer of the Parent
Borrower knows thereof, (i) any release or discharge by the Parent Borrower or
any of its Restricted Subsidiaries of any Materials of Environmental Concern
required to be reported under applicable Environmental Laws to any Governmental
Authority, unless the Parent Borrower reasonably determines that the total
Environmental Costs arising out of such release or discharge would not
reasonably be expected to have a Material Adverse Effect; (ii) any condition,
circumstance, occurrence or event not previously disclosed in writing to the
Administrative Agent that would reasonably be expected to result in liability
or expense under applicable Environmental Laws, unless the Parent Borrower
reasonably determines that the total Environmental Costs arising out of such
condition, circumstance, occurrence or event would not reasonably be expected
to have a Material



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Adverse
Effect, or would not reasonably be expected to result in the imposition of any
lien or other material restriction on the title, ownership or transferability
of any facilities and properties owned, leased or operated by the Parent
Borrower or any of its Restricted Subsidiaries that would reasonably be
expected to result in a Material Adverse Effect; and (iii) any proposed action
to be taken by the Parent Borrower or any of its Restricted Subsidiaries that
would reasonably be expected to subject the Parent Borrower or any of its
Restricted Subsidiaries to any material additional or different requirements or
liabilities under Environmental Laws, unless the Parent Borrower reasonably
determines that the total Environmental Costs arising out of such proposed
action would not reasonably be expected to have a Material Adverse Effect.


Each notice pursuant to this subsection 6.7 shall be
accompanied by a statement of a Responsible Officer of the Parent Borrower
(and, if applicable, the relevant Commonly Controlled Entity or Subsidiary)
setting forth details of the occurrence referred to therein and stating what
action the Parent Borrower (or, if applicable, the relevant Commonly Controlled
Entity or Subsidiary) proposes to take with respect thereto.


6.8           Environmental Laws.  (i) Comply substantially with, and require
substantial compliance by all tenants, subtenants, contractors, and invitees
with respect to any property leased or subleased from, or operated by the
Parent Borrower or its Restricted Subsidiaries with, all applicable
Environmental Laws including all Environmental Permits and all orders and directions
of any Governmental Authority; (ii) obtain, comply substantially with and
maintain any and all Environmental Permits necessary for its operations as
conducted and as planned; and (iii) require that all tenants, subtenants, contractors,
and invitees obtain, comply substantially with and maintain any and all
Environmental Permits necessary for their operations as conducted and as
planned, with respect to any property leased or subleased from, or operated by
the Parent Borrower or its Restricted Subsidiaries.  Noncompliance shall not constitute a breach
of this subsection 6.8, provided that, upon learning of any actual or
suspected noncompliance, the Parent Borrower and any such affected Subsidiary
shall promptly undertake reasonable efforts, if any, to achieve compliance, and
provided  further that in any case such noncompliance would not reasonably
be expected to have a Material Adverse Effect.


6.9           After-Acquired Real
Property and Fixtures and Future Subsidiaries.


(a)           With
respect to any owned real property or fixtures thereon, in each case with a
purchase price or a fair market value at the time of acquisition of at least
$4.0 million in which the Parent Borrower or any of its Restricted Subsidiaries
that is a Loan Party (and in any event excluding any Foreign Subsidiary and any
Excluded Subsidiary) acquires ownership rights at any time after the Closing
Date, promptly grant to the Revolving Collateral Agent for the benefit of the
applicable Lenders, a Lien of record on all such owned real property and
fixtures, upon terms reasonably satisfactory in form and substance to the
Revolving Collateral Agent and in accordance with any applicable requirements
of any Governmental Authority (including any required appraisals of such
property under FIRREA); provided that (i) nothing in this subsection 6.9
shall defer or impair the attachment or perfection of any security interest in
any Collateral covered by any of the Security Documents that would attach or be
perfected pursuant to the



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terms thereof without action by any Loan
Party or any other Person, (ii) no such Lien shall be required to be
granted as contemplated by this subsection 6.9 on any owned real property or fixtures
the acquisition of which is or is to be financed or refinanced in whole or in
part through the incurrence of Indebtedness permitted by subsection 7.1, until
such Indebtedness is repaid in full (and not refinanced as permitted by
subsection 7.1) or, as the case may be, the Parent Borrower determines not to
proceed with such financing or refinancing and (iii) no Lien shall be required
to be granted as contemplated by this subsection 6.9 on any Principal Property
(as defined in the Existing Notes Indenture as in effect on the Closing Date)
until (x) such time as the Existing Notes Indenture ceases to be in full force
and effect as a result of the satisfaction and discharge thereof in accordance
with its terms or (y) any Loan Party grants any Lien (other than any Lien
arising pursuant to or by reason of any Loan Document) to any Person on such
Principal Property resulting in the Existing Notes becoming equally and ratably
secured by such Principal Property pursuant to Section 5.03 of the Existing
Notes Indenture, for so long as the Existing Notes are so secured (and any Lien
granted to the Revolving Collateral Agent or any other Secured Party as a
result of this clause (y) shall be automatically released once such Lien is no
longer outstanding).  In connection with
any such grant to the Revolving Collateral Agent, for the benefit of the Lenders,
of a Lien of record on any such real property in accordance with this
subsection, the Parent Borrower or such Restricted Subsidiary shall deliver or
cause to be delivered to the Revolving Collateral Agent any surveys, title insurance
policies, environmental reports and other documents in connection with such
grant of such Lien obtained by it in connection with the acquisition of such
ownership rights in such real property or as the Revolving Collateral Agent
shall reasonably request (in light of the value of such real property and the
cost and availability of such surveys, title insurance policies, environmental
reports and other documents and whether the delivery of such surveys, title
insurance policies, environmental reports and other documents would be
customary in connection with such grant of such Lien in similar circumstances).


(b)           With
respect to any Domestic Subsidiary (other than an Excluded Subsidiary) created
or acquired (including by reason of any Foreign Subsidiary Holdco ceasing to constitute
same) subsequent to the Closing Date by the Parent Borrower or any of its
Domestic Subsidiaries (other than an Excluded Subsidiary), promptly notify the
Administrative Agent of such occurrence and, if the Administrative Agent or the
Required Lenders so request, promptly (i) execute and deliver to the Revolving
Collateral Agent for the benefit of the Secured Parties such amendments to the
Guarantee and Collateral Agreement as the Revolving Collateral Agent shall
reasonably deem necessary or reasonably advisable to grant to the Revolving
Collateral Agent, for the benefit of the Secured Parties, a perfected security
interest (as and to the extent provided in the Guarantee and Collateral
Agreement) in the Capital Stock of such new Domestic Subsidiary; provided
that if such Capital Stock constitutes Restricted Assets (as defined in the
Guarantee and Collateral Agreement), then no such security interest on such
Capital Stock shall be required until (x) such time as the Existing Notes
Indenture ceases to be in full force and effect as a result of the satisfaction
and discharge thereof in accordance with its terms or (y) any Loan Party grants
any Lien (other than any Lien arising pursuant to or by reason of any Loan
Document) to any Person on such Capital Stock resulting in the Existing Notes
becoming equally and ratably secured by such Capital Stock pursuant to Section
5.03 of the Existing Notes



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Indenture, for so long as the Existing Notes
are so secured (and any Lien granted to the Revolving Collateral Agent or any
other Secured Party as a result of this clause (y) shall be automatically
released once such Lien is no longer outstanding), (ii) deliver to the
Revolving Collateral Agent or to such agent therefor as may be provided by the
Intercreditor Agreement, the certificates (if any) representing such Capital
Stock, together with undated stock powers, executed and delivered in blank by a
duly authorized officer of the parent of such new Domestic Subsidiary and (iii)
cause such new Domestic Subsidiary (A) to become a party to the Guarantee
and Collateral Agreement and (B) to take all actions reasonably deemed by the
Revolving Collateral Agent to be necessary or advisable to cause the Lien
created by the Guarantee and Collateral Agreement in such new Domestic
Subsidiary’s Collateral to be duly perfected in accordance with all applicable
Requirements of Law, including the filing of financing statements in such
jurisdictions as may be reasonably requested by the Revolving Collateral Agent.


(c)           (x)
With respect to any Foreign Subsidiary or Unrestricted Subsidiary (other than
an Excluded Subsidiary) created or acquired subsequent to the Closing Date by
the Parent Borrower or any of its Domestic Subsidiaries (other than an Excluded
Subsidiary), the Capital Stock of which is owned directly by the Parent
Borrower or a Domestic Subsidiary (other than an Excluded Subsidiary), promptly
notify the Administrative Agent of such occurrence and if the Administrative
Agent or the Required Lenders so request (it being understood that if the
Administrative Agent does not so request with respect to any such Foreign
Subsidiary or Unrestricted Subsidiary that it believes is or is likely to
become material to the Parent Borrower and its Restricted Subsidiaries taken as
a whole, it will provide notice to the Lenders thereof), promptly (i) execute
and deliver to the Revolving Collateral Agent a new pledge agreement or such
amendments to the Guarantee and Collateral Agreement as the Revolving Collateral
Agent shall reasonably deem necessary or reasonably advisable to grant to the
Revolving Collateral Agent, for the benefit of the Lenders, a perfected
security interest (as and to the extent provided in the Guarantee and
Collateral Agreement) in the Capital Stock of such new Foreign Subsidiary or
Unrestricted Subsidiary that is directly owned by the Parent Borrower or any of
its Domestic Subsidiaries (other than an Excluded Subsidiary); provided
that, if such Capital Stock constitutes Restricted Assets (as defined in the
Guarantee and Collateral Agreement), then no such security interest on such
Capital Stock shall be required until (x) such time as the Existing Notes
Indenture ceases to be in full force and effect as a result of the satisfaction
and discharge thereof in accordance with its terms or (y) any Loan Party grants
any Lien (other than any Lien arising pursuant to or by reason of any Loan
Document) to any Person on such Capital Stock resulting in the Existing Notes
becoming equally and ratably secured by such Capital Stock pursuant to Section
5.03 of the Existing Notes Indenture, for so long as the Existing Notes are so
secured (and any Lien granted to the Revolving Collateral Agent or any other
Secured Party as a result of this clause (y) shall be automatically released
once such Lien is no longer outstanding) 
provided that in no event shall more than 65% of the Capital
Stock of any such new Foreign Subsidiary that is so owned be required to be so
pledged and, provided, further, that no such pledge or security
shall be required with respect to any non-wholly owned Foreign Subsidiary or
Unrestricted Subsidiary to the extent that the grant of such pledge or security
interest would violate the terms of any agreements under which the Investment
by the Parent Borrower or any of its Subsidiaries was made therein and (ii) to
the extent reasonably deemed advisable by the



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Revolving Collateral Agent, deliver to the
Revolving Collateral Agent or to any agent therefor as provided by the Intercreditor
Agreement, the certificates, if any, representing such Capital Stock, together
with undated stock powers, executed and delivered in blank by a duly authorized
officer of the relevant parent of such new Foreign Subsidiary or Unrestricted
Subsidiary and take such other action as may be reasonably deemed by the
Revolving Collateral Agent to be necessary or desirable to perfect the
Revolving Collateral Agent’s security interest therein.


(d)           At its own expense,
execute, acknowledge and deliver, or cause the execution, acknowledgement and
delivery of, and thereafter register, file or record in an appropriate
governmental office, any document or instrument reasonably deemed by the
Revolving Collateral Agent to be necessary or desirable for the creation,
perfection and priority and the continuation of the validity, perfection and
priority of the foregoing Liens or any other Liens created pursuant to the
Security Documents.


(e)           Notwithstanding
anything to contrary in this Agreement, nothing in this subsection 6.9 shall require
that any Loan Party grant a Lien with respect to any owned real property or
fixtures in which such Subsidiary acquires ownership rights to the extent that
the Administrative Agent, in its reasonable judgment, determines that the
granting of such a Lien is impracticable.


(f)            Notwithstanding
anything to the contrary in this Agreement or any other Loan Document,
(x) nothing in this subsection 6.9 (or in any other provision of this
Agreement or any other Loan Document) shall require any Loan Party to grant or
maintain any security interest or Lien in respect of any asset as a result of
which the Existing Notes would be required to be equally and ratably secured
pursuant to Section 5.03 of the Existing Notes Indenture as in effect on
the Closing Date, unless and until (i) the Existing Notes Indenture ceases
to be in full force and effect as a result of the satisfaction and discharge
thereof in accordance with its terms or (ii) such Loan Party grants any
Lien (other than any Lien arising pursuant to or by reason of any Loan Document)
to any Person on such asset resulting in the Existing Notes becoming equally
and ratably secured by such asset pursuant to Section 5.03 of the Existing
Notes Indenture, for so long as the Existing Notes are so secured (and any Lien
granted to the Revolving Collateral Agent or any other Secured Party as a
result of this clause (ii) shall be automatically released once such Lien
is no longer outstanding) and (y) the Revolving Collateral Agent and each
other Secured Party shall take such action to evidence the absence or
termination of any security interest or Lien that would give rise to such
requirement, or that arises as a result of any Lien referred to in the
foregoing clause (ii) once such Lien is no longer outstanding, as the
Parent Borrower may reasonably request.


6.10         Interest
Rate Protection.  No later than 180
days following the Closing Date, enter into Interest Rate Protection
Agreements, which, together with the fixed interest rates then applicable to
the Consolidated Funded Indebtedness of the Parent Borrower and its Restricted
Subsidiaries, shall provide interest rate protection in respect of at least 50%
of the Consolidated Funded Indebtedness of the Parent Borrower and its
Restricted Subsidiaries.  Such Interest
Rate Protection Agreements shall be in form and substance, and for a term,
reasonably



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satisfactory to the Administrative Agent, provided
that such term shall not exceed two years unless so determined by the Parent
Borrower.


6.11         Post-Closing Security
Perfection.  The Parent 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 perfected security interests and guarantees described in subsection
5.1(a)(ii), 5.1(h) and 5.1(i) 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 perfected security
interests and guarantees and to satisfy such other conditions within the
applicable time periods set forth on Schedule 6.11, as such time periods may be
extended by the Administrative Agent, in its sole discretion.


SECTION 7.              NEGATIVE
COVENANTS.  The Parent Borrower
hereby agrees that, from and after the Closing Date and so long as the
Revolving Commitments remain in effect, and thereafter until payment in full of
the Revolving Loans, all Reimbursement Obligations and any other amount then
due and owing to any Lender or any Agent hereunder and under any Note,
termination or expiration of all Letters of Credit (unless cash collateralized
or otherwise provided for in a manner reasonably satisfactory to the
Administrative Agent):


7.1           Limitation on
Indebtedness.


(a)           The Parent Borrower
will not, and will not permit any Material Restricted Subsidiary to Incur any
Indebtedness; provided, however, that (x) the Parent 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;
and (y) the aggregate principal amount of Indebtedness Incurred pursuant to the
preceding clause (x) by Restricted Subsidiaries that are not Subsidiary
Guarantors shall not exceed the greater of $100.0 million and 7.5% of
Consolidated Tangible Assets at any time outstanding.


(b)           Notwithstanding the
foregoing paragraph (a), the Parent Borrower 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 Parent Borrower as
Refinancing Indebtedness Incurred pursuant to clause 7.1(b)(iii) below to
refinance any 2007 Notes or 2009 Notes, minus (D) the amount, if
any, not borrowed



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under the Delayed Draw Term Loan Commitments upon the termination
thereof on the Delayed Draw Term Loan Commitment Termination Date (as defined
in the Term Loan Credit Agreement);


(ii)           Indebtedness (A) of any Restricted
Subsidiary to the Parent Borrower or (B) of the Parent 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 Parent 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)          (A) Indebtedness Incurred pursuant to the
Senior Interim Loan Facility in an aggregate principal amount at any time
outstanding not exceeding (x) $1,150.0 million, plus (y) any increase in the
principal amount of any such Indebtedness attributable to accretion of accreted
value or the payment of interest in the form of additional Indebtedness, plus
(z) 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, (B) any Indebtedness
(other than the Indebtedness described in clause (ii) above) outstanding
on the Closing Date and (C) any Refinancing Indebtedness Incurred in respect of
any Indebtedness described in this subsection 7.1(b)(iii) or subsection
7.1(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 $125.0 million and 10.0% 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 Parent
Borrower or any of its Restricted Subsidiaries;


(vi)          (A) Guarantees by the Parent Borrower or any
Restricted Subsidiary of Indebtedness or any other obligation or liability of
the Parent Borrower or any Restricted Subsidiary (other than any Indebtedness
Incurred by the Parent 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 Parent Borrower or any Restricted Subsidiary arising
by reason of any Lien granted by or applicable to such Person securing Indebtedness
of the Parent Borrower or any Restricted Subsidiary (other than any
Indebtedness Incurred by the Parent Borrower or such Restricted Subsidiary, as
the case may be, in violation of this subsection 7.1);



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(vii)         Indebtedness of the Parent 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 Parent 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
Parent 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 Parent 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 Parent 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 Parent 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 Parent Borrower may classify
such Indebtedness in whole or in part as Incurred under this subsection
7.1(b)(ix);


(x)            [Reserved];


(xi)           Indebtedness of the
Parent 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



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


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


(xiii)         Indebtedness of (A) the Parent 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 Parent Borrower or any Restricted Subsidiary, or (B) any Person that is
acquired by or merged or consolidated with or into the Parent 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 Parent Borrower would have a Consolidated Total
Leverage Ratio equal to or less than 7.25:1 or (2) the Consolidated Total
Leverage Ratio of the Parent Borrower would equal or be less than the Consolidated
Total Leverage Ratio of the Parent Borrower immediately prior to giving effect
thereto; and any Refinancing Indebtedness with respect to any such
Indebtedness;


(xiv)        Indebtedness of the Parent Borrower or any
Restricted Subsidiary Incurred as consideration in connection with, or
otherwise to finance, any acquisition of assets (including Capital Stock),
business or Person, or any merger or consolidation of any Person with or into
the Parent 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


(xv)         Indebtedness of the Parent 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) above, the Parent 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)(xv) of this subsection 7.1 or
clause (b)(iv) of this subsection 7.1 as limited



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by the proviso thereto, shall, at the Parent
Borrower’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 subsection 7.1 from and after the first date on which such Restricted
Subsidiary could have Incurred such Indebtedness under paragraph (a) of this
subsection 7.1 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 any 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 Parent
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 hereunder or 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 Parent Borrower shall not, and shall not
permit any Material Restricted Subsidiary to, directly or indirectly, create or
permit to exist any Lien on any of its property or assets, whether now owned or
hereafter acquired, securing any Indebtedness, except for the following 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 Parent Borrower and its Restricted Subsidiaries
or that are being contested in good faith and by appropriate proceedings if 



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adequate
reserves with respect thereto are maintained on the books of the Parent
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 Parent Borrower and its Restricted Subsidiaries, taken as a whole;


(f)            Liens existing on, or
provided for under written arrangements existing on, the Closing Date, which
Liens or arrangements are set forth on Schedule 7.2, or (in the case of any
such Liens securing Indebtedness of the Parent 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 Parent Borrower or any Restricted Subsidiary 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;



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(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 Parent 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 subsections 7.1(b)(i), (iii) (other
than under the Senior Interim Loan Facility, the Existing Notes, and
Refinancing Indebtedness Incurred in respect of Indebtedness under the Senior
Interim Loan Facility, the Existing Notes, or Indebtedness Incurred in
compliance with subsection 7.1(a)), (iv), (v), (vii), (viii), (ix) or (xi),
(ii) Bank Indebtedness Incurred in compliance with subsection 7.1(b)(xii),
(xiv) or (xv), (iii) Indebtedness of any Restricted Subsidiary that is not a
Subsidiary Guarantor, (iv) Indebtedness or other obligations of any Special
Purpose Entity, or (v) 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 Parent Borrower (or at the time the Parent Borrower or a Restricted
Subsidiary acquires such property or assets, including any acquisition by means
of a merger or consolidation with or into the Parent 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



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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 (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
pre-fund 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 Parent Borrower or any Subsidiary (other than
Liens on property or assets of the Parent 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;


(q)           other Liens securing
obligations incurred in the ordinary course of business, which obligations do
not exceed $40.0 million at any time outstanding; and


(r)            Liens securing Indebtedness
(including Liens securing any Obligations in respect thereof) consisting of
Indebtedness Incurred in compliance with subsection 7.1, provided that
on the date of the Incurrence of such Indebtedness after giving effect to such
Incurrence (or on the date of the initial borrowing of such Indebtedness after
giving pro forma effect to the Incurrence of the entire committed amount of
such Indebtedness), the Consolidated Secured Leverage Ratio shall not exceed
5.00:1.00.


7.3           Limitation on
Fundamental Changes.


(a)           Each 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:



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(i)            (A) in the case of a U.S. Borrower, 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 (B) the
Successor Company (if not such Borrower) will expressly assume all the obligations
of such Borrower under this Agreement and the Loan Documents to which such
Borrower is a party 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)          in the case of the Parent Borrower,
immediately after giving effect to such transaction, either (A) the Parent
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 Parent Borrower (or, if applicable,
the Successor Company with respect thereto) would equal or exceed the Consolidated
Coverage Ratio of the Parent Borrower immediately prior to giving effect to
such transaction;


(iv)          each applicable 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);


(v)           to the extent required to be Collateral pursuant
to the terms of the Security Documents and this Agreement, the Collateral owned
by the Successor Company will (a) continue to constitute Collateral under
the Security Documents and (b) be subject to a Lien in favor of the Revolving
Collateral Agent; and


(vi)          the Parent 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 this 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)           The Successor Company
will succeed to, and be substituted for, and may exercise every right and power
of, the applicable Borrower under the Loan Documents to which such Borrower is
a party, and thereafter the predecessor Parent Borrower or the applicable
predecessor Borrower, respectively, shall be relieved of all obligations and
covenants under this Agreement, except that the predecessor Parent Borrower or
the applicable predecessor Borrower, respectively, 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 Revolving Loans made to it.


(d)           Subsections 7.3(a)(ii)
and (iii) will not apply to any transaction in which any 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 Parent Borrower or such Borrower in another
jurisdiction or changing its legal structure to a corporation or other entity
or (y) a Restricted Subsidiary of the Parent Borrower or such Borrower so long
as all assets of the Parent Borrower and its 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 Parent Borrower or (2) the Transactions.


7.4           Limitation on Asset
Dispositions; Proceeds from Asset Dispositions and Recovery Events.


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


(i)            the Parent 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 Parent
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



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Indebtedness) received by the
Parent Borrower or such Restricted Subsidiary is in the form of cash, and


(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 Parent 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, (x) Parent Borrower or any Restricted Subsidiary shall
make an Asset Disposition or (y) a Recovery Event shall occur, an amount equal
to 100% of the Net Available Cash from such Asset Disposition or Recovery Event
shall be applied by Parent Borrower (or any Restricted Subsidiary, as the case
may be) as follows:


(i)            first, (x) to the extent Parent
Borrower or such Restricted Subsidiary elects, to reinvest or commit to
reinvest in the business of Parent Borrower and its Restricted Subsidiaries
(including any investment in Additional Assets by Parent Borrower or any 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
reinvestment is in 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) or (y) in the case of any Asset Disposition by any
Restricted Subsidiary that is not a Subsidiary Guarantor, to the extent that
the Parent Borrower or any Restricted Subsidiary elects (or is required by the
terms of any Indebtedness of any 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 Parent 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; and


(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”) to fund any general
corporate purposes (including but not limited to the repayment of Senior
Interim Loans, Senior Notes, Existing Notes or Subordinated Obligations) (to
the extent consistent with any other applicable provision of this Agreement).


(c)           Notwithstanding the
foregoing provisions of this subsection 7.4, the Parent Borrower and its
Restricted Subsidiaries shall not be required to apply any Net Available Cash
or equivalent amount in accordance with this subsection 7.4 (x) except to the
extent that the aggregate Net Available Cash from all Asset Dispositions and
Recovery Events or equivalent amount that is not applied in accordance with this
subsection 7.4 exceeds $50.0 million and (y) in the case of any Asset
Disposition by, or Recovery Event relating to any asset of, any Restricted Subsidiary
that is not a Subsidiary Guarantor, to the extent that (i) any Net Available
Cash from such Asset Disposition or Recovery Event is subject to any
restriction on the transfer of all or any portion thereof directly or
indirectly to the Parent Borrower, including by reason of applicable law or
agreement (other than any agreement entered into primarily for the purpose of



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imposing such a restriction) or (ii) in the
good faith determination of the Parent Borrower (which determination shall be
conclusive) the transfer of all or any portion of any Net Available Cash from
such Asset Disposition directly or indirectly to the Parent Borrower could
reasonably be expected to give rise to or result in (A) any violation of
applicable law, (B) any liability (criminal, civil, administrative or other)
for any of the officers, directors or shareholders of the Parent Borrower, any
Restricted Subsidiary or any Parent, (C) any violation of the provisions of any
joint venture or other material agreement governing or binding upon the Parent
Borrower or any Restricted Subsidiary, (D) any material risk of any such
violation or liability referred to in any of the preceding clauses (A), (B) and
(C), (E) any adverse tax consequence for the Parent Borrower or any Restricted
Subsidiary, or (F) any cost, expense, liability or obligation (including,
without limitation, any Tax) other than routine and immaterial out-of-pocket
expenses.


(d)           For the purposes of
subsection 7.4(a)(ii) above, the following are deemed to be cash:  (1) Temporary Cash Investments and Cash
Equivalents, (2) the assumption of Indebtedness of the Parent Borrower (other
than Disqualified Stock of the Parent Borrower) or any Restricted Subsidiary
and the release of the Parent Borrower 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 Parent 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, (4) securities received
by the Parent Borrower or any Restricted Subsidiary from the transferee that
are converted by the Parent Borrower or such Restricted Subsidiary into cash
within 180 days, (5) consideration consisting of Indebtedness of the
Parent Borrower or any Restricted Subsidiary, (6) Additional Assets and (7) any
Designated Noncash Consideration received by the Parent 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).


7.5           Limitation on
Dividends and Other Restricted Payments.


(a)           The Parent Borrower
shall not, and shall not permit any Material 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 Parent Borrower 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 Parent
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 Parent Borrower held by Persons other than the Parent Borrower or
a Restricted Subsidiary (other than any acquisition of Capital Stock



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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 or defease or otherwise
voluntarily acquire or retire for value, prior to scheduled maturity, scheduled
repayment or scheduled sinking fund payment, Senior Interim Loan Facility
Indebtedness (including, without limitation, any Senior Notes), Existing 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 Parent Borrower 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 Parent Borrower could not Incur at least
an additional $1.00 of Indebtedness pursuant to subsection 7.1(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 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
Parent 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 Parent Borrower) of property or
assets received (x) by the Parent Borrower as capital contributions to the
Parent 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 Parent Borrower or any
Restricted Subsidiary from the issuance and sale by the Parent Borrower or any
Restricted Subsidiary after the Closing Date of Indebtedness that shall have
been converted into or exchanged for Capital Stock of the Parent Borrower (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
Parent Borrower) of any property or assets,



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received by the Parent 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 Parent 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 Parent
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) below, 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 Parent
Borrower) of any property or assets received by the Parent Borrower or a
Restricted Subsidiary with respect to all such dispositions and repayments.


(b)           The
provisions of subsection 7.5(a) above do 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 Parent
Borrower (“Treasury Capital Stock”), Senior Interim Loan Facility
Indebtedness (including, without limitation, any Senior Notes), Existing 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 Parent 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 Parent 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)(3)(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)(xv), 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 Senior Interim Loan Facility
Indebtedness (including, without limitation, Senior Interim Loans and any
Senior Notes), Existing Notes or Subordinated Obligations



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(w) made by exchange for, or out of the proceeds of the substantially
concurrent issuance or sale of, Indebtedness of the Parent Borrower (other than
the Existing Notes) or Refinancing Indebtedness, in each case Incurred in
compliance with subsection 7.1, (x) from declined amounts as contemplated
by subsection 3.4(f) (or any other provision permitting the purchase,
redemption, repurchase, defeasance or other acquisition or retirement of Senior
Notes, Existing Notes or Subordinated Obligations with declined mandatory
prepayments) of the Term Loan Credit Agreement, (y) following the occurrence of
a Change of Control (or other similar event described therein as a “change of
control”) but only if the Parent Borrower shall have complied with subsection
7.8(a), 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) above;


(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 Parent 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 Parent Borrower to repurchase or
otherwise acquire Capital Stock of any Parent or the Parent 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 Parent 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)(3)(B)(x) above,  plus
(z) the cash proceeds of key man life insurance policies received by the Parent
Borrower or any Restricted Subsidiary (or by any Parent and contributed to the
Parent Borrower) since the Closing Date to the extent such cash proceeds are
not included in any calculation under subsection 7.5(a)(3)(A) above; provided
that any cancellation of Indebtedness owing to the Parent 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 Parent Borrower of, or
loans, advances, dividends or distributions by the Parent Borrower to any
Parent to pay, dividends on the common stock or equity of the Parent 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



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aggregate gross proceeds received by the Parent 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 Parent 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 Agreement, or (C) to pay
or permit any Parent to pay any Parent Expenses or any Related Taxes;


(ix)           payments by the Parent Borrower, or loans,
advances, dividends or distributions by the Parent Borrower to any Parent to make
payments, to holders of Capital Stock of the Parent 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)           any Restricted Payment pursuant to or in
connection with the Transactions;


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


(xiii)         Restricted Payments (including loans or
advances) in an aggregate amount outstanding at any time not to exceed an
amount (net of any repayments of any such loans or advances) equal to
Cumulative Retained Excess Cash Flow, provided
that, in the case of such a Restricted Payment that is a dividend or
distribution on or in respect of, or a purchase, redemption, retirement or
other acquisition for value of, Capital Stock of the Parent Borrower, at the
time of such Restricted Payment, the Consolidated Coverage Ratio is greater
than or equal to 2.0:1.0 for the four fiscal quarter period of the Parent
Borrower ending on the last day of the most recently completed fiscal year or
quarter for which financial statements of the Parent Borrower have been
delivered under subsection 6.1(a) or (b);


(xiv)        Restricted Payments (including loans or
advances) in an aggregate amount outstanding at any time not to exceed an
amount (net of any repayments of any such loans or advances) equal to Net
Available Cash to the extent permitted by subsection 7.4(b)(iii), provided that, in the case of such a
Restricted Payment that is a dividend or distribution on or in respect of, or a
purchase, redemption, retirement or other



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acquisition for value of, Capital Stock of Holding Parent, at the time
of such Restricted Payment, the Consolidated Coverage Ratio is greater than or
equal to 2.0:1.0 for the four fiscal quarter period of the Parent Borrower
ending on the last date of the most recently completed fiscal year or quarter
for which financial statements of Parent Borrower have been delivered under
subsection 6.1(a) or (b);


(xv)         (A) dividends on any Designated Preferred
Stock of the Parent 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 to 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 Parent Borrower from the issuance or sale of such Designated
Preferred Stock of such Parent;


(xvi)        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; and


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


provided, that (A) in the case of
subsections 7.5(b)(i)(y), (iii), (vi), (ix), (xiii) and (xv)(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 subsections 7.5(b)(vii) and (xiii), 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
subsection 7.5 shall restrict the making of any “AHYDO catch up payment”
required by the Senior Interim Loan Facility or the Senior Notes Indenture.


(c)           Notwithstanding the foregoing provisions of this subsection 7.5 and for so
long as any Senior Interim Loans remain outstanding, the Parent Borrower will not, and will not permit any of its
Material Restricted Subsidiaries to, directly or indirectly, pay any cash
dividend or make any cash distribution on or in respect of the Parent Borrower’s Capital Stock or purchase for cash or
otherwise acquire for cash any Capital Stock of the Parent Borrower or any Parent, for the purpose of paying
any cash dividend or making any cash distribution to, or acquiring Capital
Stock of the Parent Borrower or any
Parent for cash from, the Investors, or Guarantee any Indebtedness of any
Affiliate of the Parent 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



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subsection 7.5(a)(3), or the
exceptions provided by subsections 7.5(b)(iii), (vii), (x), (xiii), (xiv) or
(xvi) or clauses (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 Parent Borrower would have been equal to or less than 6.0
to 1.0, (y) if applicable, the Parent Borrower shall have made a cash interest election with respect to the
Senior Interim Loan Facility (including, without limitation, the Senior Interim
Loans and any Senior Notes) (or any period in which the Parent Borrower paid
interest in kind with respect to the Senior Interim Loan Facility (including,
without limitation, the Senior Interim Loans and any Senior Notes) shall have
expired) and (z) such payment is otherwise in compliance with this subsection
7.5; provided that notwithstanding the refinancing in full of the Senior
Interim Loans, to the extent that any agreement governing the Indebtedness so
refinancing the Senior Interim Loans includes a provision substantially similar
to this provision, the foregoing paragraph (c) (as modified as appropriate to
conform to such provision) shall continue to apply notwithstanding the
refinancing of the Senior Interim Loans for so long as such Indebtedness shall
remain outstanding.


7.6           Limitation on
Transactions with Affiliates.


(a)           The Parent Borrower
will not, and will not permit any Material 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 Parent 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 Parent 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) above 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 Parent 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



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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 Parent Borrower or any of its Subsidiaries or any Parent (as
determined in good faith by the Parent Borrower or such Subsidiary),
(4) any transaction with an officer or director of the Parent 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
Parent 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) below),
and any payments made pursuant thereto,


(v)           any transaction in the ordinary course of
business on terms that are fair to the Parent Borrower and its Restricted
Subsidiaries in the reasonable determination of the Board of Directors or
senior management of the Parent Borrower, or are not materially less favorable
to the Parent 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 Parent Borrower,


(vi)          any transaction in the ordinary course of
business, or approved by a majority of the Board of Directors, between the
Parent Borrower or any Restricted Subsidiary and any Affiliate of the Parent
Borrower controlled by the Parent 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 CDR
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,



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


(x)            any investment by any Investor in
securities of the Parent 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.


7.7           Limitation on
Dispositions of Collateral.  The
Parent Borrower will not, and will not permit any Material Restricted
Subsidiary that is a Loan Party to, convey, sell, transfer, lease, or otherwise
dispose of any of the Collateral in any Asset Disposition, or attempt, offer or
contract to do so (unless such attempt, offer or contract is conditioned upon
obtaining any requisite consent of the Lenders hereunder), except for any Asset
Disposition made or to be made in accordance with subsection 7.4, and the
Administrative Agent shall, and the Lenders hereby authorize the Administrative
Agent to, execute such releases of Liens and take such other actions as the
Parent Borrower may reasonably request in connection with any Asset Disposition
(or any transaction excluded from the definition of such term).


7.8           Limitation on
Optional Payments and Modifications of Debt Instruments and Other Documents.  The Parent Borrower will not, and will not
permit any Material Restricted Subsidiary to:


(a)           in the event of the
occurrence of a Change of Control, repurchase or repay any Senior Interim Loan
Facility Indebtedness (including, without limitation, any Senior Notes incurred
pursuant to subsection 7.1(b)(iii)) then outstanding pursuant to any of the
Senior Interim Loan Documents, the Senior Notes Indenture or the Existing
Notes, unless the Parent Borrower shall have (i) made payment in full of the
Revolving Loans and any other amounts then due and owing to any Lender or the
Administrative Agent hereunder and under any Revolving Note and the Revolving
Commitments shall have been terminated and no Letters of Credit shall be
outstanding (unless cash collateralized or otherwise provided for in a manner
reasonably satisfactory to the Administrative Agent) or (ii) made an offer to
pay the Revolving Loans and any amounts then due and owing to each Lender and
the Administrative Agent hereunder and under any Note in respect of each Lender
and terminate the Revolving Commitments and cash collateralize all outstanding
Letters of Credit in a manner reasonably satisfactory to the Administrative
Agent and shall have made payment in full thereof to each such Lender or the
Administrative Agent that has accepted such offer and terminated the Revolving
Commitments in respect of each such Lender that has accepted such offer.  Upon the Parent Borrower having made all
payments of Revolving Loans and other amounts then due and owing to any Lender
and terminating the Revolving Commitments required by the preceding sentence,
any Event of Default arising under subsection 8(j) by reason of such Change of
Control shall be deemed not to have occurred or be continuing;



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(b)           amend, supplement,
waive or otherwise modify any of the provisions of the Senior Interim Loan
Documents or the Senior Notes Indenture under which any Senior Interim Loan
Facility Indebtedness is outstanding (including, without limitation, any Senior
Notes incurred pursuant to subsection 7.1(b)(iii)) or the Existing Notes
Indenture:


(i)            except as permitted
pursuant to subsection 7.1 or 7.5, which shortens the fixed maturity or
increases the principal amount of, or increases the rate or shortens the time
of payment of interest on, or increases the amount or shortens the time of
payment of any principal or premium payable whether at maturity, at a date
fixed for prepayment or by acceleration or otherwise of the Senior Interim Loan
Facility Indebtedness evidenced by such Senior Interim Loan Documents or
Existing Notes, or increases the amount of, or accelerates the time of payment
of, any fees or other amounts payable in connection therewith;


(ii)           which relates to any
material affirmative or negative covenants or any events of default or remedies
thereunder and the effect of which is to subject the Parent Borrower or any of
its Restricted Subsidiaries to any more onerous or more restrictive provisions;
or


(iii)          which otherwise
adversely affects the interests of the Lenders as senior secured creditors with
respect to such Senior Interim Loan Documents or Existing Notes or the
interests of the Lenders under this Agreement or any other Loan Document in any
material respect.


The provisions of this
subsection 7.8(b) shall not restrict or prohibit (x) any refinancing of the
Senior Interim Loan Facility or any Indebtedness in respect thereof or Existing
Notes (in whole or in part) permitted pursuant to subsection 7.5 or (y) any
Incurrence of Additional Notes (as defined in any Senior Notes Indenture)
permitted pursuant to subsection 7.1; or


(c)           effect any extension,
refinancing, refunding, replacement or renewal of Indebtedness under the Term
Loan Documents, unless such refinancing Indebtedness, to the extent secured by
any assets of any Loan Party, is secured only by assets of the Loan Parties
that constitute Collateral for the obligations of the Parent Borrower hereunder
and under the other Loan Documents pursuant to a security agreement subject to
the Intercreditor Agreement or another intercreditor agreement that is no less
favorable to the Secured Parties than the Intercreditor Agreement (as the same
may be amended, supplemented, waived or otherwise modified from time to time, a
“Replacement Intercreditor Agreement”).


7.9           [Reserved].


7.10         [Reserved].



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7.11         Limitation on Negative
Pledge Clauses.  Parent Borrower will
not, and will not permit any Material Restricted Subsidiary to enter into with
any Person any agreement which prohibits or limits the ability of Parent
Borrower or any of its Restricted Subsidiaries that are Loan Parties (other
than any Excluded Subsidiary) to create, incur, assume or suffer to exist any
Lien in favor of the Lenders in respect of obligations and liabilities under
this Agreement or any other Loan Documents upon any of its property, assets or
revenues, whether now owned or hereafter acquired, other than (a) this
Agreement, the other Loan Documents and any related documents, the Term Loan
Documents, the Senior Interim Loan Facility, the Existing Notes Indenture and
the Existing Notes, (b) any agreements in respect of any industrial
revenue or development bonds, Capitalized Lease Obligations, Purchase Money
Obligations or Hedging Obligations, acquisition agreements or agreements in connection
with any Special Purpose Financing permitted by this Agreement (in which cases,
any prohibition or limitation shall only be effective against the assets
financed or acquired thereby or otherwise subject thereto), (c) operating
leases of real property entered into in the ordinary course of business, (d)
any agreement governing Indebtedness and/or other obligations secured by a Permitted
Lien (in which case any prohibition or limitation shall only be effective
against the assets subject to such Permitted Lien) or (e) with respect to
property, assets or revenues of any Foreign Subsidiary that do not constitute
Collateral.


7.12         Limitation on Lines of
Business.  Parent Borrower will not,
and will not permit Material Restricted Subsidiary to enter into any business,
either directly or through any Subsidiary or joint venture or similar
arrangement described in subsection 7.9, except for those businesses of the
same general type as those in which Parent Borrower and its Restricted Subsidiaries
are engaged on the Closing Date or which are reasonably related thereto.


7.13         Fiscal Year.  The Parent Borrower shall not change its
fiscal year-end to a date other than December 31; provided that the
Parent Borrower may, upon written notice to the Administrative Agent, change
its fiscal year-end to any other fiscal year-end reasonably acceptable to the Administrative
Agent.


SECTION 8.              EVENTS
OF DEFAULT.


If any of the following events shall occur and be
continuing:


(a)           Any Borrower shall fail
to pay any principal of any Revolving Loan or any Reimbursement Obligation when
due in accordance with the terms hereof (whether at stated maturity, by
mandatory prepayment or otherwise); or any of the Borrowers shall fail to pay
any interest on any Revolving Loan or any Reimbursement Obligation or any other
amount payable hereunder within five days after any such interest or other
amount becomes due in accordance with the terms hereof; or


(b)           Any representation or
warranty made or deemed made by any Loan Party herein or in any other Loan Document
(or in any amendment, modification or supplement hereto or thereto) or that is
contained in any certificate furnished at any time by or on behalf of any Loan
Party pursuant to this Agreement or any such other Loan Document



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shall prove to
have been incorrect in any material respect on or as of the date made or deemed
made; or


(c)           Any Loan Party shall default
in the observance or performance of any agreement contained in subsection
6.7(a) or Section 7 of this Agreement; provided that, in the case of a
default in the observance or performance of its obligations under subsection
6.7(a) hereof, such default  shall have
continued unremedied for a period of two days after a Responsible Officer of
the Parent Borrower shall have discovered or should have discovered such default;
or


(d)           Any Loan Party shall default
in the observance or performance of any other agreement contained in this
Agreement or any other Loan Document (other than as provided in paragraphs (a)
through (c) of this Section 8), and such default shall continue unremedied
for a period ending on the earlier of (i) the date 32 days after a Responsible
Officer of the Parent Borrower shall have discovered or should have discovered
such default and (ii) the date 15 days after written notice has been given
to the Parent Borrower by the Administrative Agent or the Required Lenders; or


(e)           (i) Any Loan Party or
any of its Restricted Subsidiaries shall default in any payment of principal of
or interest on any Indebtedness for borrowed money, or any Loan Party or any of
its Material Restricted Subsidiaries shall default in any payment of principal
of or interest on any Indebtedness, in each case (excluding the Revolving Loans
and any Indebtedness owed to the Parent Borrower or any Loan Party) in excess
of $50.0 million beyond the period of grace (not to exceed 30 days), if any,
provided in the instrument or agreement under which such Indebtedness was
created; or (ii) any Loan Party or any of its Material Restricted
Subsidiaries shall default in the observance or performance of any other
agreement or condition relating to any Indebtedness (excluding the Revolving
Loans) referred to in clause (i) above or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event shall
occur or condition exist, the effect of which default or other event or
condition is to cause, or to permit the holder or holders of such Indebtedness
(or a trustee or agent on behalf of such holder or holders) to cause, with the
giving of notice or lapse of time if required, such Indebtedness to become due
prior to its stated maturity (an “Acceleration”), and such time shall
have lapsed and, if any notice (a “Default Notice”) shall be required to
commence a grace period or declare the occurrence of an event of default before
notice of Acceleration may be delivered, such Default Notice shall have been
given; or


(f)            If (i) any Loan Party
or any of its Material Restricted Subsidiaries shall commence any case,
proceeding or other action (A) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief
entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or its
debts, or (B) seeking appointment of a receiver, interim receiver, receivers, receiver
and manager, trustee, custodian, conservator or other similar official for it
or for



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all or any
substantial part of its assets, or any Loan Party or any of its Material
Restricted Subsidiaries shall make a general assignment for the benefit of its
creditors; or (ii) there shall be commenced against any Loan Party or any of
its Material Restricted Subsidiaries any case, proceeding or other action of a
nature referred to in clause (i) above that (A) results in the entry of an
order for relief or any such adjudication or appointment or (B) remains
undismissed, undischarged, unstayed or unbonded for a period of 60 days; or
(iii) there shall be commenced against any Loan Party or any of its
Material Restricted Subsidiaries any case, proceeding or other action seeking
issuance of a warrant of attachment, execution, distraint or similar process
against all or any substantial part of its assets that results in the entry of
an order for any such relief which shall not have been vacated, discharged,
stayed or bonded pending appeal within 60 days from the entry thereof; or (iv)
any Loan Party or any of its Material Restricted Subsidiaries shall take any
corporate or other similar organizational action in furtherance of, or
indicating its consent to, approval of, or acquiescence in, any of the acts set
forth in clause (i), (ii), or (iii) above; or (v) any Loan Party or any of its
Material Restricted Subsidiaries shall be generally unable to, or shall admit
in writing its general inability to, pay its debts as they become due; or


(g)           (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 Parent
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 Parent 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; or


(h)           One or more judgments or
decrees shall be entered against any Loan Party or any of its Material
Restricted Subsidiaries involving in the aggregate at any time a liability (net
of any insurance or indemnity payments actually received in respect thereof
prior to or within 60 days from the entry thereof, or to be received in respect
thereof in the event any appeal thereof shall be unsuccessful) of $50.0 million
or more, and all such



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judgments or
decrees shall not have been vacated, discharged, stayed or bonded pending appeal
within 60 days from the entry thereof; or


(i)            Any of the Security
Documents shall cease for any reason to be in full force and effect (other than
pursuant to the terms hereof or thereof), or any Borrower or any Loan Party, in
each case that is a party to any of the Security Documents shall so assert in
writing, or (ii) the Lien created by any of the Security Documents shall cease
to be perfected and enforceable in accordance with its terms or of the same
effect as to perfection and priority purported to be created thereby with
respect to any significant portion of the Collateral (other than in connection
with any termination of such Lien in respect of any Collateral as permitted
hereby or by any Security Document), and such failure of such Lien to be
perfected and enforceable with such priority shall have continued unremedied
for a period of 20 days; or


(j)            A Change of Control
shall have occurred;


then, and in any such event, (A) if
such event is an Event of Default specified in clause (i) or (ii) of paragraph
(f) above with respect to any Borrower, the Revolving Commitments shall automatically
immediately terminate and the Revolving Loans hereunder (with accrued interest
thereon) and all other amounts owing under this Agreement (including, without
limitation, all amounts of L/C Obligations, whether or not the beneficiaries of
the then outstanding Letters of Credit shall have presented the documents
required thereunder) 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 Parent
Borrower, declare the Revolving Commitments, if any, to be terminated
forthwith, whereupon the Revolving Commitments, if any, shall immediately
terminate; and (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 Parent Borrower, declare the
Revolving Loans hereunder (with accrued interest thereon) and all other amounts
owing under this Agreement (including, without limitation, all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters
of Credit shall have presented the documents required thereunder) to be due and
payable forthwith, whereupon the same shall immediately become due and payable.


With respect to any Letter of Credit with respect to
which presentment for honor shall not have occurred at the time of an
acceleration pursuant to the preceding paragraph, the Parent Borrower shall at
such time deposit in a cash collateral account opened by the Administrative
Agent an amount in cash equal to the aggregate then undrawn and unexpired
amount of such Letter of Credit.  The
Parent Borrower hereby grants to the Administrative Agent, for the benefit of
the Issuing Bank and the L/C Participants, a security interest in such cash
collateral to secure all obligations of the Parent Borrower in respect of such
Letter of Credit under this Agreement and the other Loan Documents.  The Parent Borrower shall execute and deliver
to the Administrative Agent, for the account of the Issuing Bank and the L/C
Participants, such further documents and instruments as the Administrative
Agent may request to evidence the



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creation and perfection of such security interest in
such cash collateral account.  Amounts
held in such cash collateral account shall be applied by the Administrative
Agent to the payment of drafts drawn under such Letter of Credit, and the
unused portion thereof after all such Letters of Credit shall have expired or
been fully drawn upon, if any, shall be applied to repay other obligations of
the Borrowers hereunder.  After all
Letters of Credit shall have expired or been fully drawn upon, all Reimbursement
Obligations shall have been satisfied and all other obligations of the
Borrowers hereunder shall have been paid in full, the balance, if any, in such
cash collateral account shall be returned to the Parent Borrower.  Notwithstanding anything to the contrary in
this Agreement or any other Loan Document, no Lender in its capacity as a
Secured Party or as beneficiary of any security granted pursuant to the
Security Documents shall have any right to exercise remedies in respect of such
security without the prior written consent of the Required Lenders.


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


SECTION 9.              THE
AGENTS AND THE OTHER REPRESENTATIVES.


9.1           Appointment.  Each Lender hereby irrevocably designates and
appoints Citibank, N.A., as the Administrative Agent and Revolving Collateral
Agent of such Lender under this Agreement and the other Loan Documents, and
each such Lender irrevocably authorizes Citibank, N.A., 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 and the Revolving Collateral 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 their respective duties under this
Agreement, the other Loan Documents and any other instruments and agreements
referred to herein or therein by or through its respective officers, directors,
agents, employees or affiliates (it being understood and agreed, for avoidance
of doubt and without limiting the generality of the foregoing, that the
Administrative Agent and Revolving Collateral Agent may perform any of their
respective duties under the Security Documents by or through one or more of
their respective 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, as
applicable, the other Secured Parties, 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 Parent 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 (including the Revolving Collateral Agent



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in the case of the Administrative Agent), 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 any 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 Notes or any other Loan Document, (iii) for any
failure of any 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 any
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 any 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 upon advice and statements of legal counsel
(including counsel to the Borrowers), independent accountants and other experts
selected by the Administrative Agent. 
The Administrative Agent may deem and treat the payee of any Note as the
owner thereof for all purposes unless such 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



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or consent, is the holder of any Note shall be
conclusive and binding on any subsequent holder, transferee, assignee or
endorsee, as the case may be, of such Note or of any Note or 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 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 Revolving 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 a 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 any 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 Borrowers and the
other Loan 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 Note with any credit



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or other information with respect thereto,
whether coming into its possession before the making of the Revolving 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) and the Other Representatives
(or any Affiliate thereof) (to the extent not reimbursed by the Borrowers or
any other Loan Party and without limiting the obligation of the Borrowers to do
so), ratably according to their respective Total Credit Percentages, 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 Revolving Loan
Commitments shall have terminated and the Revolving Loans shall have been paid
in full, ratably in accordance with their Total Credit 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 Revolving 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 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 obligations to indemnify the
Issuing Bank and Swing Line Lender shall be ratable among the Lenders in
accordance with their respective Revolving Commitments (or, if the Revolving
Commitments have been terminated, the outstanding principal amount of their
respective Revolving Loans and L/C Obligations and their respective
participating interests in the outstanding Letters of Credit) and shall be
payable only by the Lenders.  The
agreements in this subsection 9.7 shall survive the payment of the
Revolving 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.



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(c)           The provisions of this
subsection 9.7 shall apply to the Issuing Bank in its capacity as such to the
same extent that such provisions apply to the Administrative Agent.


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 any Borrower or any other Loan Party as 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 Revolving
Loans made or renewed by them and any Note issued to them and with respect to
any Letter of Credit issued or participated in by 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           Collateral Matters.


(a)           Each Lender authorizes and directs the Revolving
Collateral Agent to enter into the Security Documents, the Intercreditor
Agreement, and any Replacement Intercreditor Agreement for the benefit of the
Lenders and the other Secured Parties. 
Each Lender hereby agrees, and each holder of any Note or participant in
Letters of Credit by the acceptance thereof will be deemed to agree, that,
except as otherwise set forth herein, any action taken by the Administrative
Agent, the Revolving Collateral Agent or the Required Lenders in accordance
with the provisions of this Agreement, the Security Documents, the
Intercreditor Agreement or any Replacement Intercreditor Agreement, and the
exercise by the Agents or the Required Lenders of the powers set forth herein
or therein, together with such other powers as are reasonably incidental
thereto, shall be authorized and binding upon all of the Lenders.  The Administrative Agent and the Revolving
Collateral Agent are hereby authorized on behalf of all of the Lenders, without
the necessity of any notice to or further consent from any Lender, from time to
time, to take any action with respect to any Collateral or Security Documents
which may be necessary to perfect and maintain perfected the security interest
in and liens upon the Collateral granted pursuant to the Security Documents.


(b)           The Lenders hereby authorize the
Administrative Agent and the Revolving Collateral Agent, as applicable, in each
case at its option and in its discretion, to (A) release any Lien granted to or
held by such Agent upon any Collateral (i) upon payment and satisfaction of all
of the obligations under the Loan Documents at any time arising under or in
respect of this Agreement or the Loan Documents or the transactions
contemplated hereby or thereby and termination of the Revolving Commitments with
no Letters of Credit outstanding (unless cash collateralized or otherwise
provided for in a manner reasonably satisfactory to the Administrative Agent),
(ii) constituting property being sold or otherwise disposed of (to Persons
other than a Loan Party) upon the sale or other disposition thereof in
compliance with subsection 7.4, (iii) if approved, authorized or ratified in
writing by the Required Lenders (or such greater amount, to the extent required
by subsection 10.1) or (iv) as otherwise may be expressly provided in the
relevant Security Documents or (B) enter into any intercreditor agreement on
behalf of, and



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binding with respect to, the Lenders and their interest in designated
assets, to give effect to any Special Purpose Financing, including to clarify
the respective rights of all parties in and to designated assets.  Upon request by the Administrative Agent or
the Revolving Collateral Agent, at any time, the Lenders will confirm in
writing such Agent’s authority to release particular types or items of
Collateral pursuant to this subsection 9.9.


(c)           The Lenders hereby authorize the
Administrative Agent and the Revolving Collateral Agent, as the case may be, in
each case at its option and in its discretion, to enter into any amendment,
amendment and restatement, restatement, waiver, supplement or modification, and
to make or consent to any filings or to take any other actions, in each case as
contemplated by subsection 10.17.  Upon
request by any Agent, at any time, the Lenders will confirm in writing the
Administrative Agent’s and the Revolving Collateral Agent’s authority under
this subsection 9.9(c).


(d)           No Agent shall have any obligation
whatsoever to the Lenders to assure that the Collateral exists or is owned by
the Parent Borrower or any of its Subsidiaries or is cared for, protected or
insured or that the Liens granted to any Agent herein or pursuant hereto have
been properly or sufficiently or lawfully created, perfected, protected or
enforced or are entitled to any particular priority, or to exercise or to
continue exercising at all or in any manner or under any duty of care,
disclosure or fidelity any of the rights, authorities and powers granted or
available to the Agents in this subsection 9.9 or in any of the Security
Documents, it being understood and agreed that in respect of the Collateral, or
any act, omission or event related thereto, each Agent may act in any manner it
may deem appropriate, in its sole discretion, given such Agent’s own interest
in the Collateral as Lender and that no Agent shall have any duty or liability
whatsoever to the Lenders, except for its gross negligence or willful
misconduct.


(e)           The Revolving Collateral Agent may, and
hereby does, appoint the Administrative Agent as its agent for the purposes of
holding any Collateral and/or perfecting the Revolving Collateral Agent’s
security interest therein and for the purpose of taking such other action with
respect to the Collateral as such Agents may from time to time agree.


(f)            In connection with the sale or other disposition
of the Capital Stock of any Borrower other than the Parent Borrower (other than
to the Parent Borrower or a Restricted Subsidiary) or any other transaction
pursuant to which such Borrower shall no longer be a Restricted Subsidiary,
upon written notice by the Parent Borrower to the Administrative Agent,
identifying such Borrower, describing such sale, disposition or other
transaction and certifying that such transaction complies with this Agreement,
the Administrative Agent shall execute and deliver to such Borrower (at its
expense) all releases or other documents necessary or reasonably desirable for
the release of such Borrower from its obligations as a Borrower hereunder, and
the Revolving Collateral Agent shall execute and deliver to such Borrower (at
its expense) all releases or other documents (including without limitation UCC
termination statements) necessary or reasonably desirable for the release of
the Liens created under the Security Documents in any property or assets of
such Borrower, as such Borrower may reasonably request, provided that
the Revolving Loans made to and Reimbursement Obligations, if any, of such
Borrower have been paid in full (or assigned to and assumed by another
Borrower).



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9.10         Successor Agent.  Subject to the appointment of a successor as
set forth herein, the Administrative Agent and the Revolving Collateral Agent
may resign as Administrative Agent or Revolving Collateral Agent, respectively,
upon 10 days’ notice to the Lenders and the Parent Borrower.  If the Administrative Agent or Revolving
Collateral Agent shall resign as Administrative Agent or Revolving Collateral
Agent, as applicable, 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 Parent
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 or the Revolving Collateral Agent, as applicable,
and the term “Administrative Agent” or “Revolving Collateral Agent,” as
applicable, shall mean such successor agent effective upon such appointment and
approval, and the former Agent’s rights, powers and duties as Administrative
Agent or Revolving Collateral Agent, as applicable, 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 Revolving 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 9.10 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.  After the
resignation of the Administrative Agent pursuant to the preceding provisions of
this subsection 9.10, the resigning Administrative Agent (x) shall not be
required to act as Issuing Bank for any Letters of Credit to be issued after
the date of such resignation and (y) shall not be required to act as Swing Line
Lender with respect to Swing Line Loans to be made after the date of such
resignation (and all outstanding Swing Line Loans of such resigning
Administrative Agent shall be required to be repaid in full upon its resignation),
although the resigning Administrative Agent shall retain all rights hereunder
as Issuing Bank and Swing Line Lender with respect to all Letters of Credit
issued by it, and all Swing Line Loans made by it, prior to the effectiveness
of its resignation as Administrative Agent hereunder.


9.11         Other Representatives.  None of the entities identified as 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.


9.12         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 any Borrower and without limiting the obligation of



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such 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.


9.13         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 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 and the
Revolving Collateral 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, the
Administrative Agent or the Revolving Collateral 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 Revolving Loan or any Reimbursement
Obligation 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 Revolving Loan
Commitment or change the currency in which any Revolving Loan or Reimbursement
Obligation 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,



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Defaults or Events of Default or of a mandatory reduction in the
aggregate Revolving Commitment of all Lenders shall not constitute an increase
of the Revolving Commitment of any Lender, and that an increase in the
available portion of any Revolving Commitment of any Lender shall not
constitute an increase in the Revolving 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 any Borrower of any of its rights and 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 Guarantor under any Security
Document, or, in the aggregate (in a single transaction or a series of related
transactions), all or substantially all of the Collateral without the consent
of all of the Lenders, except as expressly permitted hereby or by any Security
Document (as such documents are in effect on the date hereof or, if later, the
date of execution and delivery thereof in accordance with the terms hereof);


(iv)          require any Lender to make Revolving Loans
having an Interest Period of longer than six months without the consent of such
Lender;


(v)           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;


(vi)          amend, modify or waive the order of
application of payments set forth in subsection 4.1 of the Intercreditor
Agreement 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;


(vii)         amend, modify or waive the provisions of any
Letter of Credit or any L/C Obligation without the written consent of the
Issuing Bank and each affected L/C Participant; or


(viii)        amend, modify or waive any provision of the
Swing Line Note (if any) or subsection 2.7 without the written consent of the
Swing Line Lender and each other Lender, if any, which holds, or is required to
purchase, a participation in any Swing Line Loan pursuant to subsection 2.7(d);


provided  further that,
notwithstanding the foregoing, the Revolving Collateral Agent may, in its discretion,
release the Lien on Collateral valued in the aggregate not in excess of
$7.5 million in any fiscal year without the consent of any Lender.


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 Issuing
Bank, the Administrative Agent and all future holders of the



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Revolving 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
Parent 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)           Notwithstanding any provision herein to the
contrary, any Security Document may be amended (or amended and restated),
restated, waived, supplemented or modified as contemplated by subsection 10.17
with the written consent of the Agent party thereto and the Loan Party party
thereto.


(e)           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 Parent 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 Parent 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 obligation
to the Parent 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
Parent Borrower owing to the Non-Consenting Lender relating to the Revolving
Loans and participations 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(e), 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 



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such other documentation and (b) the date as of which all obligations
of the Parent Borrower owing to the Non-Consenting Lender relating to the
Revolving 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 each 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.


(f)            A Foreign Subsidiary listed on Schedule
E may become a Foreign Subsidiary Borrower by (x) delivery to the
Administrative Agent of a Joinder Agreement executed by such Foreign Subsidiary
and Parent Borrower and approved by the Administrative Agent in accordance with
the next sentence and (y) compliance with the other provisions of this subsection
10.1(f) (including clauses (i) and (ii) below), and thereupon such Foreign
Subsidiary shall for all purposes of this Agreement be a party to and a Foreign
Subsidiary Borrower under this Agreement and the other Loan Documents.  The Administrative Agent may, to the extent
reasonable, condition such approval on the receipt of information required by
law, customary closing opinions and certificates, and the satisfaction of other
reasonable and customary documentary conditions.  Schedule E may be supplemented, by the
Parent Borrower by written notice to the Administrative Agent, from time to
time to add Foreign Subsidiaries that may become additional Foreign Subsidiary
Borrowers so long as any such Foreign Subsidiary Borrower is reasonably
satisfactory to the Administrative Agent and such Foreign Subsidiary Borrower
is organized in the United Kingdom or another jurisdiction reasonably
satisfactory to the Administrative Agent. 
A Foreign Subsidiary listed on Schedule E shall become a Foreign
Subsidiary Borrower upon delivery of the Joinder Agreement described above:


(i)            if the Parent Borrower shall have provided
at least ten (10) Business Days’ written notice to the Administrative Agent of
its intention to have a Person listed on Schedule E become a Foreign
Subsidiary Borrower (which notice shall specify the name of such Foreign
Subsidiary Borrower and its jurisdiction of organization) (with the Administrative
Agent hereby agreeing to promptly furnish any such notice received from the
Parent Borrower to each Lender) and either:


(x)            the Administrative
Agent shall not have received from any Lender, prior to the date occurring five
(5) Business Days after the Administrative Agent shall have furnished the
applicable written notice from Parent Borrower to such Lender, written notice
to the effect that (i) in accordance with then applicable credit policies
of such Lender, as applied consistently, such Lender does not generally provide
Extensions of Credit in the jurisdiction of organization of the proposed
Foreign Subsidiary Borrower or (ii) such Lender is prohibited by any
Requirement of Law from providing extensions of credit in such jurisdiction
(with each Lender, if any, which provides such notice with respect to any
jurisdiction being herein called a “Restricted Lender” with respect to
such jurisdiction); or


(y)           there is one or more
Restricted Lenders with respect to the relevant jurisdiction, and:



 151
 









(I)            the Administrative
Agent (or one or more of its Affiliates acting as the “fronting” Lender to the
applicable Foreign Subsidiary Borrower) determines in its sole discretion to
provide to such Restricted Lenders legally effective “fronting” arrangements on
terms and conditions customary for Citibank N.A. (including with respect to
voting, payment of fees and interest and indemnities by any applicable
Restricted Lender; it being understood that no Borrower shall have any greater
liability or obligation by reason of such “fronting” arrangement than in would
in the absence of such arrangement) and reasonably satisfactory to such
Restricted Lender, pursuant to which (a) Citibank N.A. or its relevant Affiliate
(in its individual capacity) shall act as the “fronting” Lender for such
Restricted Lender(s) in respect of Extensions of Credit otherwise required to
be made to the respective Foreign Subsidiary Borrower pursuant to the Revolving
Commitments of the respective Restricted Lender(s), and (b) such Restricted
Lender(s) shall act as “indemnifying lender(s)” in respect of Extensions of
Credit made by Citibank N.A. (in its capacity as “fronting” Lender) to such
Foreign Subsidiary Borrower, and


(II)           in order to implement
the “fronting” and “indemnity” arrangements described in the immediately
preceding clause (I), each of the Borrowers and the Administrative Agent shall
have entered into either (a) amendments to this Agreement, the Exhibits hereto
and any other Loan Documents in form and substance reasonably satisfactory to
the Administrative Agent and Parent Borrower or (b) at the option of the
Administrative Agent in its reasonable discretion, ancillary documents in form
and substance reasonably satisfactory to the Administrative Agent and the Parent
Borrower (which documents shall be thereafter deemed, for all purposes, to be “Loan
Documents” hereunder) (it being hereby acknowledged and agreed by each Lender
that such Lender shall have no right to consent to any amendment to the Credit
Agreement effected in accordance with this clause (A) effected by the
Administrative Agent and the Borrowers);


provided
that notwithstanding any provision herein to the contrary, in the event
preceding clause (y) of this subsection 10.1(f)(i) is applicable, and any
Restricted Lender decides for any reason not to agree to (or avail itself of)
the “fronting” and “indemnity” arrangements provided pursuant thereto, unless
such “fronting” or “indemnity” arrangement is not reasonably satisfactory to
such Restricted Lender, (1) such Restricted Lender shall remain obligated to directly
fund all Extensions of Credit pursuant to its Revolving Commitment (including,
without limitation, to Foreign Subsidiary Borrowers) unless and until (and then
to the extent) it assigns such Revolving Commitment to another Person in
accordance with the relevant requirements of subsection 10.6 and (2) the
provisions of this subsection 10.1(f)(i) shall not be applicable; and



 152
 









(ii)           if the requirements applicable to a Foreign
Subsidiary Borrower contained in the definition of “Foreign Subsidiary Borrower”
are satisfied.


Upon the execution by the Parent Borrower and delivery
to the Administrative Agent of a Foreign Subsidiary Borrower Termination with
respect to any Foreign Subsidiary Borrower (including any Foreign Subsidiary
Borrower described in clause (i) of the definition thereof), such Foreign
Subsidiary shall cease to be a Foreign Subsidiary Borrower; provided
that no Foreign Subsidiary Borrower Termination shall be effective as to any
Foreign Subsidiary Borrower (other than to terminate its right to borrow
additional Revolving Loans under this Agreement) at any time when any principal
of or interest on any Revolving Loan or any Letter of Credit to such Foreign Subsidiary
Borrower shall be outstanding hereunder, unless the obligations of such Foreign
Subsidiary Borrower shall have been assumed by another Borrower on terms and
conditions reasonably satisfactory to the Administrative Agent.  In the event that any Foreign Subsidiary
Borrower shall cease to be a Subsidiary of the Parent Borrower, the Parent
Borrower shall promptly execute and deliver to the Administrative Agent a
Foreign Subsidiary Borrower Termination terminating its status as a Foreign
Subsidiary Borrower, subject to the proviso in the immediately preceding
sentence.  Promptly following its receipt
of any Joinder Agreement or Foreign Subsidiary Borrower Termination, the
Administrative Agent shall send a copy thereof to each 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
Borrowers, Administrative Agent and the Revolving Collateral Agent, and 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 Revolving Loans:


	
   

  	
  Any Borrower:

  	
  The ServiceMaster Company

  
	
   

  	
   

  	
  860 Ridge Lake
  Boulevard

  
	
   

  	
   

  	
  Memphis,
  Tennessee 38120

  
	
   

  	
   

  	
  Attention:
  Treasurer

  
	
   

  	
   

  	
  Telephone: (901)
  766-1400

  
	
   

  	
   

  	
  Facsimile: (901)
  766-1107

  
	
   

  	
   

  	
   

  
	
   

  	
  with copies to:

  	
  The ServiceMaster Company

  
	
   

  	
   

  	
  860 Ridge Lake
  Boulevard

  
	
   

  	
   

  	
  Memphis,
  Tennessee 38120

  
	
   

  	
   

  	
  Attention:
  General Counsel

  
	
   

  	
   

  	
  Telephone: (901)
  766-1400

  
	
   

  	
   

  	
  Facsimile: (901)
  766-1107

  



 



 153
 









 


	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
  The
  Administrative Agent:

  	
  Citibank, N.A.

  
	
   

  	
   

  	
  390 Greenwich Street

  
	
   

  	
   

  	
  New York, New York 10013

  
	
   

  	
   

  	
  Attention: Carl S. Cho

  
	
   

  	
   

  	
  Facsimile: (866) 492-5916

  
	
   

  	
   

  	
  Telephone: (212) 723-9295

  
	
   

  	
   

  	
   

  
	
   

  	
  with copies to:

  	
  Citigroup Global Markets Inc.

  
	
   

  	
   

  	
  390 Greenwich Street

  
	
   

  	
   

  	
  New York, New York 10013

  
	
   

  	
   

  	
  Attention: Valerie Burrows

  
	
   

  	
   

  	
  Facsimile: (212) 994-0961

  
	
   

  	
   

  	
  Telephone: (302) 894-6065

  
	
   

  	
   

  	
   

  
	
   

  	
  The Revolving
  Collateral Agent:

  	
  Citibank, N.A.

  
	
   

  	
   

  	
  390 Greenwich Street

  
	
   

  	
   

  	
  New York, New York 10013

  
	
   

  	
   

  	
  Attention: Carl S. Cho

  
	
   

  	
   

  	
  Facsimile: (866) 492-5916

  
	
   

  	
   

  	
  Telephone: (212) 723-9295

  
	
   

  	
   

  	
   

  
	
   

  	
  with copies to:

  	
  Citigroup Global Markets Inc.

  
	
   

  	
   

  	
  390 Greenwich Street

  
	
   

  	
   

  	
  New York, New York 10013

  
	
   

  	
   

  	
  Attention: Valerie Burrows

  
	
   

  	
   

  	
  Facsimile: (212) 994-0961

  
	
   

  	
   

  	
  Telephone: (302) 894-6065

  



 


provided that any notice, request or
demand to or upon the Administrative Agent or the Lenders pursuant to
subsection 2.3, 3.2, 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, the Swing
Line Lender (in the case of a Borrowing of Swing Line Loans) or any Issuing
Bank (in the case of the issuance of a Letter of Credit), as the case may be,
may prior to receipt of written confirmation act without liability upon the
basis of such telephonic notice, believed by the Administrative Agent, the
Swing Line Lender or such Issuing Bank in good faith to be from a Responsible Officer.



 154
 









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 Revolving
Loans hereunder.


10.5         Payment of Expenses
and Taxes.  The Parent 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 Facilities 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 Revolving Commitments)
contemplated hereby and thereby and (iii) efforts to monitor the Loans and
verify, protect, evaluate, assess, appraise, collect, sell, liquidate or
otherwise dispose of any of the Collateral, and (2) (i) the reasonable fees and
disbursements of Cahill Gordon & Reindel LLP, and
such other special or local counsel, consultants, advisors, appraisers and
auditors whose retention (other than during the continuance of an Event of
Default) is approved by the Parent Borrower, (b) to pay or reimburse each
Lender, the Lead Arrangers, the Issuing Bank 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, the
Issuing Bank and the Agents for, and hold each Lender, the Lead Arrangers, the
Issuing Bank 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, the Issuing Bank, 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



 155
 









the use of proceeds of the Revolving Loans or
the violation of, noncompliance with or liability under, any Environmental Law
applicable to the operations of Parent Borrower or any of its Subsidiaries or
any of the property of the Parent Borrower or any of its Subsidiaries (all the
foregoing in this clause (d), collectively, the “Indemnified Liabilities”),
provided that no Borrower shall have any obligation hereunder to the
Administrative Agent, any other Agent, any Issuing Bank, 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
Issuing Bank, 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 Issuing Bank, 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, any Issuing Bank, 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 subsection 10.5 shall be submitted to the
address of the Parent Borrower set forth in subsection 10.2, or to such other
Person or address as may be hereafter designated by the Parent Borrower in a
notice to the Administrative Agent. 
Notwithstanding the foregoing, except as provided in clauses (b) and (c)
above, the Borrowers shall have no obligation under this subsection 10.5 to any
Indemnitee with respect to any Taxes imposed, levied, collected, withheld or
assessed by any Governmental Authority. 
The agreements in this subsection 10.5 shall survive repayment of the
Revolving 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 (including any affiliate of
the Issuing Bank that issues any Letter of Credit), except that (i) other than
in accordance with subsection 7.3 or as contemplated by subsection 9.9(f), none
of the Borrowers may 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 any 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 Revolving Commitment and/or Loans,



 156
 









pursuant to an Assignment and Acceptance) with the prior written
consent (such consent not to be unreasonably withheld or delayed, it being
agreed that, in the case of any Foreign Subsidiary Borrower, any increase in
any Non-Excluded Taxes shall not be a reasonable basis for withholding consent)
of:


(A)          The
Parent Borrower, provided that no consent of the Parent 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) or (f) 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 Parent Borrower’s prior
written consent shall be required for such assignment; and


(B)           the
Administrative Agent.


(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 Revolving Commitments or Loans, as the case may be, the amount of
Revolving Commitments or 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 $5.0 million unless the Parent Borrower and the
Administrative Agent otherwise consent, provided that (1) no such
consent of the Parent Borrower shall be required if an Event of Default under
subsection 8(a) or (f) 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)           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


(C)           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.



 157
 









(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 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 Borrowers hereby designate the
Administrative Agent, and the Administrative Agent agrees, to serve as the
Parent 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 addresses of the Lenders, and the Commitments of, and interest and
principal amount of the Revolving Loans and L/C Obligations 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 Borrowers, the Administrative Agent,
the Issuing Bank 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 Borrowers, the Revolving Collateral Agent, the Issuing Bank
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 Parent 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 Notes held by it all or a portion of which are being
assigned.  Any Notes surrendered by the
assigning Lender shall be returned by the Administrative Agent to the Parent
Borrower marked “cancelled”.


Notwithstanding the foregoing provisions of
this subsection 10.6(b) or any other provision of this Agreement, if the Parent
Borrower shall have consented thereto in writing (such



 158
 









consent not to be unreasonably withheld), the Administrative Agent
shall have the right, but not the obligation, to effectuate assignments of Revolving
Loans and Commitments via an electronic settlement system acceptable to the
Administrative Agent and the Parent 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 Parent
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 Revolving Loans and Commitments
pursuant to the Settlement Service.  If
so elected by each of the Administrative Agent and the Parent Borrower in
writing (it being understood that the Parent Borrower shall have no obligation
to make such an election), the Administrative Agent’s and the Parent 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 Revolving
Loans and Commitments shall be effected by the provisions otherwise set forth
herein until Administrative Agent notifies Lenders of the Settlement Service as
set forth herein.  The Parent 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
Agent, and thereafter assignments and assumptions of the Revolving Loans and Commitments
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
other than, in the case of any Foreign Subsidiary Borrower, any greater payment
of additional amounts under subsection 3.11, 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) or (f) has occurred and is continuing or the Parent 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
Parent 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 Commitments and the Revolving 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 Loan for all purposes under this Agreement and the other
Loan Documents, and (D) the Borrowers, the Administrative Agent, the Issuing
Bank 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



 159
 









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 Parent 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 other
than, in the case of any Foreign Subsidiary Borrower, any greater payment of
additional amounts under subsection 3.11, 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 Parent Borrower and the Parent
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 Parent 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
such participations are on terms and to Participants satisfactory to the Parent
Borrower and the Parent Borrower has consented to such terms and Participants
in writing.


(d)           Any Lender, without the consent of the
Borrowers 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 10.6 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 Parent Borrower if it would require the Parent Borrower
to make any filing with any Governmental Authority or qualify any Loan or Note
under the laws of any jurisdiction, and the Parent 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.



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(f)            Notwithstanding the foregoing, any Conduit
Lender may assign any or all of the Revolving Loans it may have funded
hereunder to its designating Lender without the consent of the Parent Borrower
or the Administrative Agent and without regard to the limitations set forth in
subsection 10.6(b).  Each 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 Parent Borrower pursuant to this subsection
10.6(f) within 30 Business Days of receipt of a certificate from a Responsible
Officer of the Parent 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 Parent Borrower for such claim, any Loans held by the relevant
Conduit Lender shall, if requested by the Parent Borrower, be assigned promptly
to the Lender that administers the Conduit Lender and the designation of such
Conduit Lender shall be void.


(g)           If the Parent Borrower wishes to replace in
whole or in part the Revolving Loans or Commitments with ones having different
terms, it shall have the option, with the consent of the Administrative Agent
and subject to at least three Business Days’ advance notice to the Lenders,
instead of prepaying the Revolving Loans or reducing or terminating the
Commitments to be replaced, to (i) require the Lenders to assign such Loans or
Commitments to the Administrative Agent or its designees and (ii) amend the
terms thereof in accordance with subsection 10.1 (with such replacement, if
applicable, being deemed to have been made pursuant to sub-section 10.1(d)).  Pursuant to any such assignment, all Loans
and Commitments to be replaced shall be purchased at par (allocated among the
Lenders under such facility in the same manner as would be required if such
Loans were being optionally prepaid or such Commitments were being optionally
reduced or terminated by the Borrowers), accompanied by payment of any accrued
interest and fees thereon and any amounts owing pursuant to subsection
3.12.  By receiving such purchase price,
the Lenders shall automatically be deemed to have assigned the Revolving Loans
or Commitments pursuant to the terms of the form of Assignment and Acceptance
attached hereto as Exhibit G, and accordingly no other action by such Lenders
shall be required in connection therewith. 
The provisions of this paragraph are intended to facilitate the
maintenance of the perfection and priority of existing security interests in
the Collateral during any such replacement.



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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 Revolving Loans or
Reimbursement Obligations owing to it, or interest thereon, or receive any
collateral in respect thereof (whether voluntarily or involuntarily, by
set-off, pursuant to events or proceedings of the nature referred to in
subsection 8(f), 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 Loans or the
Reimbursement Obligations, as the case may be, owing to it, or interest thereon,
such Benefited Lender shall purchase for cash from the other Lenders, an
interest (by participation, assignment or otherwise) in such portion of each
such other Lender’s Loans or the Reimbursement Obligations, as the case may be,
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 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 any Borrower, any such notice being expressly waived by each Borrower
to the extent permitted by applicable law, upon the occurrence of an Event of
Default under subsection 8(a) to set off and appropriate and apply against any
amount then due and payable under subsection 8(a) by any 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 such Borrower.  Each Lender agrees promptly to notify the
Parent 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”).



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(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 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 Parent 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, the Issuing Bank 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 Administrative Agent 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.



 163
 









10.13       Submission to
Jurisdiction; Waivers.


(a)           Each party hereto hereby irrevocably and
unconditionally:


(i)            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;


(ii)           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;


(iii)          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, in
the case of the Parent Borrower, to the Parent Borrower (or, in the case of any
Foreign Subsidiary Borrower, as specified in paragraph (b)), 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 any such Borrower shall have been notified
pursuant thereto;


(iv)          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


(v)           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.


(b)           Upon any Foreign Subsidiary becoming a
Foreign Subsidiary Borrower in accordance with subsection 

10.1(f), such Foreign Subsidiary Borrower hereby agrees to irrevocably and
unconditionally appoint an agent for service of process located in The City of
New York (the “New York Process Agent”), reasonably satisfactory to the
Administrative Agent, as its agent to receive on behalf of such Foreign Subsidiary
Borrower and its property service of copies of the summons and complaint and
any other process which may be served in any action or proceeding in any such
New York State or Federal court described in paragraph (a) of this subsection
10.13 and agrees promptly to appoint a successor New York Process Agent in The
City of New York (which successor New York Process Agent shall accept such
appointment in a writing reasonably satisfactory to the Administrative Agent)
prior to the termination for any reason of the appointment of the initial
New York Process Agent.  In any such
action or proceeding in such New York State or Federal court, such service may
be made on such Foreign Subsidiary Borrower by delivering a copy of such
process to such Foreign Subsidiary Borrower in care of the New York
Process Agent at the New York Process Agent’s address and by



 164
 









depositing a copy of such process in the mails by certified or
registered air mail, addressed to such Foreign Subsidiary Borrower at its
address specified in subsection 10.2 with (if applicable) a copy to the Parent
Borrower (such service to be effective upon such receipt by the New York
Process Agent and the depositing of such process in the mails as
aforesaid).  Each of the Foreign
Subsidiary Borrowers hereby irrevocably and unconditionally authorizes and
directs the New York Process Agent to accept such service on its behalf.
As an alternate method of service, each of the Foreign Subsidiary Borrowers
irrevocably and unconditionally consents to the service of any and all process in
any such action or proceeding in such New York State or Federal court by
mailing of copies of such process to such Foreign Subsidiary Borrower by
certified or registered air mail at its address specified in
subsection 10.2.  Each of the
Foreign Subsidiary Borrowers agrees that, to the fullest extent permitted by
applicable law, a final judgment in any such action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law.


(c)           To
the extent that any Foreign Subsidiary Borrower has or hereafter may acquire
any immunity (sovereign or otherwise) from any legal action, suit or
proceeding, from jurisdiction of any court or from set-off or any legal process
(whether service or notice, attachment prior to judgment, attachment in aid of
execution of judgment, execution of judgment or otherwise) with respect to
itself or any of its property, such Foreign Subsidiary Borrower hereby irrevocably
waives and agrees not to plead or claim such immunity in respect of its
obligations under this Agreement and any Note.


10.14       Acknowledgements.  Each 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, Issuing Bank or Lender has any fiduciary
relationship with or duty to any Borrower or any other Loan Party 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 Borrowers, 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 Borrowers
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.



 165
 









10.16       Confidentiality.


(a)           Each Agent, each Issuing Bank, each Lead
Arranger and each Lender agrees to keep confidential any information (x)
provided to it by or on behalf of Holding, or any of its Subsidiaries pursuant
to or in connection with the Loan Documents or (y) obtained by such Agent or
Lender based on a review of the books and records of Holding or any of its
Subsidiaries; provided that nothing herein shall prevent any Lender from
disclosing any such information (i) to any Agent, any Other 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 Borrowers 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
Parent 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 Borrowers (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
Holding and the Borrowers (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 Parent
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 Interest
Rate Protection 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, Arranger’s or a Lender’s possession on a non-confidential basis
without a duty of confidentiality to Holding or the Borrowers (or any of their
respective 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 Parent 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 Parent Borrower, the other Loan Parties and their respective Affiliates or
their



 166
 









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.


10.17       Additional Indebtedness.  In connection with the incurrence by any Loan
Party or any Subsidiary thereof of Additional Indebtedness, each of the
Administrative Agent and the Revolving Collateral Agent agree to execute and
deliver any amendments, amendments and restatements, restatements or waivers of
or supplements to or other modifications to, any Security Document (including
but not limited to any Mortgages), and to make or consent to any filings or
take any other actions in connection therewith, as may be reasonably deemed by
the Parent Borrower to be necessary or reasonably desirable for any Lien on the
assets of any Loan Party permitted to secure such Additional Indebtedness to
become a valid, perfected lien (with such priority as may be designated by the
relevant Loan Party or Subsidiary, to the extent such priority is permitted by
the Loan Documents) pursuant to the Security Document being so amended, amended
and restated, restated, waived, supplemented or otherwise modified or otherwise.


10.18       USA Patriot Act Notice.  Each Lender hereby notifies each 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 each
Borrower and each Subsidiary Guarantor, which information includes the name of
each Borrower and each Subsidiary Guarantor and other information that will
allow such Lender to identify each Borrower and each Subsidiary Guarantor in
accordance with the Patriot Act, and each Borrower agrees to provide such
information from time to time to any Lender.


10.19       Special Provisions
Regarding Pledges of Capital Stock in, and Promissory Notes Owed by, Persons
Not Organized in the U.S.  To the
extent any Security Document requires or provides for the pledge of promissory
notes issued by, or Capital Stock in, any Person organized under the laws of a
jurisdiction outside the United States, it is acknowledged that, as of the
Closing Date, no actions have been required to be taken to perfect, under local
law of the jurisdiction of the Person who issued the respective promissory
notes or whose Capital Stock is pledged, under the Security Documents.  The Parent Borrower hereby agrees that,
following any request by the Administrative Agent or Required Lenders to do so,
the Parent Borrower shall, and shall cause its Restricted Subsidiaries to, take
(to the extent they may lawfully do so) such actions (including the making of
any filings and the delivery of appropriate legal opinions) under the local law
of any jurisdiction with respect to which such actions have not already been
taken as are reasonably determined by the Administrative Agent or Required
Lenders to be necessary or reasonably desirable in order to fully perfect, preserve
or protect the security interests granted pursuant to the various Security Documents
under the laws of such jurisdictions.



 167
 









[Signature Pages
Follow]



 168















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:

  	
  THE SERVICEMASTER COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest J. Mrozek

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President & Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BORROWER:

  	
  TRUGREEN LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TRUGREEN, INC., its general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jim Kaput

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jim Kaput

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  
	
  BORROWER:

  	
  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

  
							



 



 S-1
 









 


	
  AGENT:

  	
  CITIBANK, N.A.,

  
	
   

  	
  as Administrative Agent, Revolving Collateral

  
	
   

  	
  Agent , Issuing Bank and a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy P. Dilworth

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Timothy P. Dilworth

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 



 S-2
 









 


	
  AGENT:

  	
  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
  as Syndication Agent and a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kathryn A. Duncan

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kathryn A. Duncan

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
					



 



 S-3
 









 


	
  LENDERS:

  	
  Blue Ridge Investments, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daven Patel

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Daven Patel

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GOLDMAN SACHS CREDIT PARTNERS L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce H. Mendelsohn

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Bruce H. Mendelsohn

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MORGAN STANLEY SENIOR FUNDING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Henry F. D’Alessandro

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Henry F. D’Alessandro

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 



 S-4















EXHIBIT A-1 TO

REVOLVING CREDIT AGREEMENT


FORM OF REVOLVING
NOTE


THIS REVOLVING NOTE AND THE
OBLIGATIONS EVIDENCED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH
THE TERMS AND PROVISIONS OF THE REVOLVING CREDIT AGREEMENT REFERRED TO
BELOW.  TRANSFERS OF THIS REVOLVING NOTE
AND THE OBLIGATIONS EVIDENCED HEREBY MUST BE RECORDED IN THE REGISTER
MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH REVOLVING
CREDIT AGREEMENT.


	
  $                    

  	
  New York, New York

  
	
   

  	
  , 2007

  



 


FOR VALUE
RECEIVED, the undersigned, [                    ,
a                   
corporation (the “Borrower”), hereby unconditionally promises to pay to
the order of                           
(the “Lender”) and its successors and assigns, at the office of
Citibank, N.A., in lawful money of the United States of America (or, in the
case of Loans denominated in a Designated Foreign Currency (as defined in the
Revolving Credit Agreement referred to below) evidenced hereby, the relevant
Designated Foreign Currency in which the 
Revolving Loans evidenced hereby are made) and in immediately available
funds, the aggregate unpaid principal amount of the Revolving Loans made by the
Lender to the undersigned pursuant to subsection 2.1 of the Revolving Credit
Agreement referred to below, which sum shall be payable on the Maturity Date,
provided that, notwithstanding the fact that the principal amount of this Note
is denominated in Dollars, to the extent provided in the Revolving Credit
Agreement, all payments hereunder with respect to  Revolving Loans denominated in a Designated
Foreign Currency evidenced hereby shall be made in the relevant Designated
Foreign Currency in which the  Revolving
Loans evidenced hereby are made, whether or not the Dollar Equivalent (as
defined in the Revolving Credit Agreement) of such amounts, when added to the
outstanding principal amount of the 
Revolving Loans denominated in Dollars (as defined in the Revolving
Credit Agreement) evidenced hereby, would exceed the stated principal amount of
this Note.


The Borrower
further agrees to pay interest in like money 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 Revolving Credit Agreement until such
principal amount is paid in full (after, as well as before, judgment).


This Revolving
Note is one of the Revolving Notes referred to in, and is subject in all
respects to, the Revolving Credit Agreement, dated as of July 24, 2007 (as
amended, supplemented, waived or otherwise modified from time to time, the “Revolving
Credit Agreement”), among The ServiceMaster Company, a Delaware corporation
(the “Parent  



 A-1
 









Borrower”),
the U.S. Subsidiary Borrowers (as defined therein), the Foreign Subsidiary
Borrowers (as defined therein) from time to time parties thereto (together with
U.S. Subsidiary Borrowers and the Parent Borrower, the “Borrowers”), the
several banks and other financial institutions from time to time parties
thereto (including the Lender) (the “Lenders”), Citibank, N.A., as
administrative agent, collateral agent and issuing bank for such banks and
financial institutions and JPMorgan Chase Bank, N.A., as syndication agent, and
is entitled to the benefits thereof, is secured and guaranteed as provided
therein and is subject to optional and mandatory prepayment in whole or in part
as provided therein.  Reference is hereby
made to the Loan Documents for a description of the properties and assets in
which a security interest has been granted, the nature and extent of the
security and the guarantees, the terms and conditions upon which the security
interests and each guarantee were granted and the rights of the holder of this
Revolving Note in respect thereof.  Each
holder hereof, by its acceptance of this Revolving Note, agrees to the terms
of, and to be bound by and to observe the provisions applicable to the Lenders
contained in, the Revolving Credit Agreement. 
Terms used herein which are defined in the Revolving 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
Revolving Credit Agreement, all amounts then remaining unpaid on this Revolving
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 Revolving Note, whether maker,
principal, surety, guarantor, endorser or otherwise, hereby waive, to the
maximum extent permitted by applicable law, presentment, demand, protest and
all other notices of any kind under this Revolving Note.


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


	
   

  	
  [NAME OF BORROWER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
			



 



 A-2
 









EXHIBIT A-2 TO

REVOLVING CREDIT AGREEMENT


FORM OF SWING LINE
NOTE


	
  $               

  	
  New York, New York

  
	
   

  	
  , 2007

  



 


FOR VALUE
RECEIVED, the undersigned, [                  ,
a                   
corporation (the “Borrower”), hereby unconditionally promises to pay to
the order of CITIBANK, N.A. (the “Swing Line Lender”) and its successors
and assigns, at the office of Citibank, N.A., 390 Greenwich Street New York,
New York 10013, in lawful money of the United States of America (or, in the
case of Loans denominated in a Designated Foreign Currency (as defined in the
Revolving Credit Agreement referred to below) evidenced hereby, the relevant Designated
Foreign Currency in which the Swing Line Loans evidenced hereby are made) and
in immediately available funds, the aggregate unpaid principal amount of the
Swing Line Loans made by the Lender to the undersigned pursuant to subsection
2.7 of the Revolving Credit Agreement referred to below, which sum shall be
payable on the Maturity Date, provided that, notwithstanding the fact that the
principal amount of this Note is denominated in Dollars, to the extent provided
in the Revolving Credit Agreement, all payments hereunder with respect to Swing
Line Loans denominated in any Designated Foreign Currency evidenced hereby
shall be made in the relevant Designated Foreign Currency in which the Swing
Line Loans evidenced hereby are made, whether or not the Dollar Equivalent (as
defined in the Revolving Credit Agreement) of such amounts, when added to the
outstanding principal amount of the Swing Line Loans denominated in Dollars (as
defined in the Revolving Credit Agreement) evidenced hereby, would exceed the stated
principal amount of this Note.


The Borrower
further agrees to pay interest in like money 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 Revolving Credit Agreement
until paid in full (both before and after judgment).


This Swing Line
Note is the Swing Line Note referred to in, and is subject in all respects to,
the Revolving Credit Agreement, dated as of July 24, 2007 (as amended,
supplemented, waived or otherwise modified from time to time, the “Revolving
Credit Agreement”), among the The ServiceMaster Company, a Delaware
corporation (the “Parent  Borrower”), the U.S. Subsidiary
Borrowers, the Foreign Subsidiary Borrowers from time to time parties thereto
(together with the U.S. Subsidiary Borrowers and the Parent Borrower, the “Borrowers”),
the several banks and other financial institutions from time to time parties
thereto (including the Swing Line Lender) (the “Lenders”), Citibank,
N.A., as administrative agent, revolving collateral agent and issuing bank for
such banks and financial institutions and JPMorgan Chase Bank, N.A., as
syndication agent, and is entitled to the benefits thereof, is secured and
guaranteed as provided therein and in the Loan Documents and is subject to
optional



 A-3
 









and mandatory prepayment
in whole or in part as provided therein. 
Reference is hereby made to the Loan Documents for a description of the
properties and assets in which a security interest has been granted, the nature
and extent of the security and the guarantees, the terms and conditions upon
which the security interests and each guarantee were granted and the rights of
the holder of this Swing Line Note in respect thereof.  The holder hereof, by its acceptance of this
Swing Line Note, agrees to the terms of, and to be bound by and to observe the
provisions applicable to the Lenders contained in, the Revolving Credit
Agreement.  Terms used herein which are
defined in the Revolving 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
Revolving Credit Agreement, all amounts remaining unpaid on this Swing Line
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 Swing Line Note, whether maker,
principal, surety, guarantor, endorser or otherwise, hereby waive, to the maximum
extent permitted by applicable law, presentment, demand, protest and all other
notices of any kind under this Swing Line Note.


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


	
   

  	
  [NAME OF BORROWER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
			



 



 A-4















EXHIBIT B
TO

REVOLVING CREDIT

AGREEMENT


FORM OF GUARANTEE
AND COLLATERAL AGREEMENT


See Exhibit 10.7


 



 B-1















EXHIBIT C TO

REVOLVING CREDIT
AGREEMENT


FORM OF INTERCREDITOR
AGREEMENT


 


See Exhibit 10.15


 



 C-1















EXHIBIT D TO

REVOLVING CREDIT AGREEMENT


FORM OF MORTGAGE


	
  Assessor’s Parcel Number:             



  This Mortgage was prepared in consulta

  tion with counsel in the state in which the

  Mortgaged Property is located by the at

  torney named below and after recording

  please return to: 



  Cahill Gordon & Reindel LLP

  80 Pine Street

  New York, NY 10005 

  Attention:              ,
  Esq.

  	
   

  
	
   

  	
  (Space Above Line For
  Recorder’s Use Only)

  
	
   

  	
   

  
	
   

  	
  This document is
  intended

  
	
   

  	
  to be recorded in

  
	
   

  	
  [County], [State]

  



 


	
  MORTGAGE, SECURITY
  AGREEMENT,

  
	
  AND ASSIGNMENT
  OF LEASES AND RENTS AND

  
	
  FIXTURE FILING

  
	
   

  
	
  by

  
	
   

  
	
  [THE
  SERVICEMASTER COMPANY],

  
	
  as Mortgagor,

  
	
   

  
	
  to

  
	
  CITIBANK, N.A.,

  
	
  as
  Administrative and Revolving Collateral Agent,

  
	
  as Mortgagee,

  
	
   

  
	
   

  
	
  Dated as of
               ,
  2007

  



 



 D-1















TABLE OF CONTENTS


	
  

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
   

  	
  W I T N E S S E T H:

  	
  D-1

  
	
   

  	
  Granting Clauses

  	
  D-3

  
	
   

  	
  Terms and Conditions

  	
  D-5

  
	
  1.

  	
   

  	
  defined terms

  	
  D-5

  
	
  2.

  	
   

  	
  WARRANTY OF TITLE

  	
  D-5

  
	
  3.

  	
   

  	
  PAYMENT OF OBLIGATIONS

  	
  D-5

  
	
  4.

  	
   

  	
  REQUIREMENTS

  	
  D-6

  
	
  5.

  	
   

  	
  PAYMENT OF TAXES AND OTHER
  IMPOSITIONS

  	
  D-6

  
	
  6.

  	
   

  	
  INSURANCE

  	
  D-6

  
	
  7.

  	
   

  	
  RESTRICTIONS ON LIENS AND
  ENCUMBRANCES

  	
  D-6

  
	
  8.

  	
   

  	
  DUE ON SALE AND OTHER
  TRANSFER RESTRICTIONS

  	
  D-7

  
	
  9.

  	
   

  	
  CONDEMNATION/EMINENT DOMAIN

  	
  D-7

  
	
  10.

  	
   

  	
  FURTHER
  ASSURANCES

  	
  D-7

  
	
  11.

  	
   

  	
  MORTGAGEE’S
  RIGHT TO PERFORM

  	
  D-7

  
	
  12.

  	
   

  	
  REMEDIES

  	
  D-7

  
	
  13.

  	
   

  	
  RIGHT
  OF MORTGAGEE TO CREDIT SALE

  	
  D-8

  
	
  14.

  	
   

  	
  APPOINTMENT
  OF RECEIVER

  	
  D-9

  
	
  15.

  	
   

  	
  EXTENSION,
  RELEASE, ETC.

  	
  D-9

  
	
  16.

  	
   

  	
  SECURITY
  AGREEMENT UNDER UNIFORM COMMERCIAL CODE

  	
  D-10

  
	
  17.

  	
   

  	
  ASSIGNMENT
  OF RENTS

  	
  D-10

  
	
  18.

  	
   

  	
  ADDITIONAL
  RIGHTS

  	
  D-11

  
	
  19.

  	
   

  	
  NOTICES

  	
  D-11

  
	
  20.

  	
   

  	
  NO
  ORAL MODIFICATION

  	
  D-12

  
	
  21.

  	
   

  	
  PARTIAL
  INVALIDITY

  	
  D-12

  
	
  22.

  	
   

  	
  MORTGAGOR’S
  WAIVER OF RIGHTS

  	
  D-13

  
	
  23.

  	
   

  	
  REMEDIES
  NOT EXCLUSIVE

  	
  D-13

  
	
  24.

  	
   

  	
  MULTIPLE
  SECURITY

  	
  D-13

  
	
  25.

  	
   

  	
  SUCCESSORS
  AND ASSIGNS

  	
  D-14

  
	
  26.

  	
   

  	
  NO
  WAIVERS, ETC.

  	
  D-15

  
	
  27.

  	
   

  	
  GOVERNING
  LAW, ETC.

  	
  D-15

  
	
  28.

  	
   

  	
  CERTAIN
  DEFINITIONS

  	
  D-15

  
	
  29.

  	
   

  	
  LAST
  DOLLARS SECURED; PRIORITY

  	
  D-15

  
	
  30.

  	
   

  	
  RELEASE

  	
  D-16

  
	
  31.

  	
   

  	
  CONFLICT
  WITH REVOLVING CREDIT AGREEMENT

  	
  D-16

  
	
  32.

  	
   

  	
  EASEMENTS

  	
  D-16

  
	
  33.

  	
   

  	
  INTERCREDITOR
  AGREEMENT

  	
  D-16

  



 



 D-i















MORTGAGE, SECURITY
AGREEMENT,

ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING(1)


 


THIS MORTGAGE, SECURITY
AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING, dated as of              
is made by [THE SERVICEMASTER COMPANY],
a Delaware corporation (“Mortgagor”), whose address is               ,
to Citibank, N.A.., as Administrative Agent and Revolving Collateral Agent (in
such capacity, “Mortgagee”), a                                              
having an office at                            .
 References to this “Mortgage” shall mean this instrument
and any and all renewals, modifications, amendments, supplements, extensions,
consolidations, substitutions, spreaders and replacements of this instrument.


W I T N E S S E T H:


WHEREAS, pursuant to that
certain Revolving 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 “Revolving Credit Agreement”), among the
ServiceMaster Company (the “Parent Borrower”), certain domestic and
foreign Subsidiaries of the Parent Borrower (together with the Parent Borrower,
the “Borrowers”), the several banks and other financial institutions
from time to time parties thereto (as further defined in the Revolving Credit
Agreement, the “Lenders”), CITIBANK, N.A., as administrative agent (in
its specific capacity as administrative agent, the “Administrative Agent”),
revolving collateral agent (in its specific capacity as revolving collateral
agent, the “Revolving Collateral Agent”) for the Lenders and JP MORGAN
CHASE BANK, N.A., as syndication agent, the Lenders have severally agreed to
make extensions of credit to the Borrowers upon the terms and subject to the
conditions set forth therein;


WHEREAS, pursuant to that certain 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 “Term Loan Credit Agreement”), Borrower (as defined in the Term Loan
Credit Agreement), the several banks and other financial institutions from time
to time parties thereto (as further defined in the Term Loan Credit Agreement,
the “Term Loan Lenders”), CITIBANK, N.A., as administrative agent (in
its specific capacity as administrative agent, the “Term Loan Administrative
Agent”), collateral agent (in its specific capacity as collateral agent,
the “Term Loan Collateral Agent”) for the Term Loan Lenders thereunder,
and JP MORGAN CHASE BANK, N.A., as syndication agent, the Term Loan Lenders
have severally agreed to make 






(1)           Savings
clause to be added once agreed.



 D-1
 









extensions of credit to the Borrowers (as defined in
the Term Loan Credit Agreement) upon the terms and subject to the conditions
set forth therein;


WHEREAS, pursuant to that certain Guarantee and
Collateral Agreement, dated as of the date hereof (as amended, amended and
restated, waived, supplemented or otherwise modified from time to time, the “Revolving
Credit Guarantee and Collateral Agreement”), among the Borrowers (as defined
in the Revolving Credit Guarantee and Collateral Agreement), certain of the
subsidiaries of the Borrowers (as defined in the Revolving Credit Guarantee and
Collateral Agreement), the Administrative Agent and the Revolving Collateral
Agent, the Borrowers (as defined in the Revolving Credit Guarantee and
Collateral Agreement) and such subsidiaries have granted a Lien (as defined in
the Revolving Credit Guarantee and Collateral Agreement) to the Revolving
Collateral Agent for the benefit of the Secured Parties (as defined in the
Revolving Credit Guarantee and Collateral Agreement) on the Security Collateral
(as defined in the Revolving Credit Guarantee and Collateral Agreement);


WHEREAS, pursuant to that certain Guarantee and
Collateral Agreement, dated as of the date hereof (as amended, amended and
restated, waived, supplemented or otherwise modified from time to time, the “Guarantee
and Collateral Agreement”), among the Parent Borrower, certain of the
subsidiaries of the Parent Borrower, the Term Loan Administrative Agent and the
Term Loan Collateral Agent, the Parent Borrower and such subsidiaries have
granted a Lien (as defined in the Guarantee and Collateral Agreement) to the
Term Loan Collateral Agent for the benefit of the Secured Parties (as defined
in the Guarantee and Collateral Agreement) on the Security Collateral (as
defined in the Guarantee and Collateral Agreement);


WHEREAS, pursuant to that certain Mortgage, dated as
of the date hereof (the “Term Loan Mortgage”), among Mortgagor, the
Administrative Agent and the Term Loan Collateral Agent, Mortgagor has granted
a mortgage Lien (as defined in the Term Loan Mortgage) to the Term Loan
Collateral Agent for the benefit of the Secured Parties (as defined in the Term
Loan Credit Agreement) on the Mortgaged Property;


WHEREAS, the Revolving Collateral Agent, the
Administrative Agent, the Term Loan Collateral Agent and the Term Loan
Administrative Agent have entered into an Intercreditor Agreement, acknowledged
by the Parent Borrower and the Credit Parties (as defined in the Intercreditor
Agreement), dated as of the date hereof (as amended, amended and restated,
waived, supplemented or otherwise modified from time to time, subject to
section 21 hereof, the “Intercreditor Agreement”);


WHEREAS, Mortgagor (i) is the owner of the fee simple
estate in the parcel(s) of real property described on Schedule A attached
hereto (the “Owned Land”);
and (ii) owns, leases or otherwise has the right to use all of the buildings,
improvements, structures, and fixtures now or subsequently located on the Owned
Land (the “Improvements”;
the Owned Land and the Improvements being collectively referred to as the “Real Estate”);


WHEREAS, pursuant to the Revolving Credit Agreement,
the Lenders have severally agreed to make extensions of credit to the Borrowers
upon the terms and subject to the conditions set forth therein;



 D-2
 









[WHEREAS, the Borrowers and the Mortgagor are engaged
in related businesses, and the Mortgagor will derive substantial direct and
indirect benefit from the making of the extensions of credit under the
Revolving Credit Agreement;]


WHEREAS, it is a condition to the obligation of the
Lenders to make their respective extensions of credit under the Revolving
Credit Agreement that the Mortgagor shall execute and deliver this Mortgage to
the Mortgagee and;


NOW, THEREFORE, in consideration of the premises and
to induce the Mortgagee and the Lenders to enter into the Revolving Credit
Agreement and to induce the Lenders to make their respective extensions of
credit to the Borrowers thereunder, the Mortgagor hereby agrees with the
Mortgagee, for the ratable benefit of the Secured Parties, as follows:


Granting Clauses


For good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Mortgagor agrees to secure the Obligations (as defined in the Revolving Credit
Guarantee and Collateral Agreement) of such Mortgagor (the “Obligations”).


MORTGAGOR HEREBY GRANTS TO MORTGAGEE
A LIEN UPON AND A SECURITY INTEREST IN, AND HEREBY MORTGAGES TO MORTGAGEE AND
ITS ASSIGNS, SUBJECT ONLY TO THE PERMITTED EXCEPTIONS:


R.            the
Owned Land;


S.             all
right, title and interest Mortgagor now has or may hereafter acquire in and to
the Improvements or any part thereof (whether owned in fee by Mortgagor or held
otherwise);


T.            all
right, title and interest of Mortgagor in, to and under all easements, rights
of way, licenses, operating agreements, abutting strips and gores of land,
streets, ways, alleys, passages, sewer rights, waters, water courses, water and
flowage rights, development rights, air rights, mineral and soil rights,
plants, standing and fallen timber, and all estates, rights, titles, interests,
privileges, licenses, tenements, hereditaments and appurtenances belonging,
relating or appertaining to the Real Estate, and any reversions, remainders,
rents, issues, profits and revenue thereof and all land lying in the bed of any
street, road or avenue, in front of or adjoining the Real Estate to the center
line thereof;


U.            all
right, title and interest of Mortgagor in and to all of the fixtures, chattels,
business machines, machinery, apparatus, equipment, furnishings, fittings, and
articles of personal property of every kind and nature whatsoever, and all
appurtenances and additions thereto and substitutions or replacements thereof
(together with, in each case, attachments, components, parts and accessories)
currently owned or subsequently acquired by Mortgagor and now or subsequently
attached to, the Real Estate (all of the foregoing in this paragraph
(d) being referred to as the “Equipment”);



 D-3
 









V.            all
right, title and interest of Mortgagor in and to all substitutes and
replacements of, and all additions and improvements to, the Real Estate and the
Equipment, subsequently acquired by or released to Mortgagor or constructed,
assembled or placed by Mortgagor on the Real Estate, immediately upon such
acquisition, release, construction, assembling or placement, including any and
all building materials whether stored at the Real Estate or offsite, and, in
each such case, without any further deed, conveyance, assignment or other act
by Mortgagor;


W.           all
right, title and interest of Mortgagor in, to and under all leases, subleases,
underlettings, concession agreements, management agreements, licenses and other
agreements relating to the use or occupancy of the Real Estate or the Equipment
or any part thereof, now existing or subsequently entered into by Mortgagor and
whether written or oral and all guarantees of any of the foregoing
(collectively, as any of the foregoing may be amended, restated, extended,
renewed or modified from time to time, the “Leases”), and all rights of Mortgagor in respect of
cash and securities deposited thereunder and the right to receive and collect
the revenues, income, rents, issues and profits thereof, together with all
other rents, royalties, issues, profits, revenue, income and other benefits
arising from the use and enjoyment of the Mortgaged Property (as defined below)
(collectively, the “Rents”);


X.            all
right, title and interest of Mortgagor, to the extent assignable, in and to all
unearned premiums under insurance policies now or subsequently obtained by
Mortgagor relating to the Real Estate or Equipment and Mortgagor’s interest in
and to all proceeds of any such insurance policies (including title insurance
policies) including the right to collect and receive such proceeds, subject to
the provisions relating to insurance generally set forth below; and all awards
and other compensation, including the interest payable thereon and the right to
collect and receive the same, made to the present or any subsequent owner of
the Real Estate or Equipment for the taking by eminent domain, condemnation or
otherwise, of all or any part of the Real Estate or any easement or other right
therein, subject to the provisions relating to condemnation awards generally
set forth below;


Y.            to
the extent not prohibited under the applicable contract, consent, license or
other item unless the appropriate consent has been obtained, all right, title
and interest of Mortgagor in and to (i) all contracts from time to time
executed by Mortgagor or any manager or agent on its behalf relating to the
ownership, construction, maintenance, repair, operation, occupancy, sale or
financing of the Real Estate or Equipment or any part thereof and all
agreements and options relating to the purchase or lease of any portion of the
Real Estate or any property which is adjacent or peripheral to the Real Estate,
together with the right to exercise such options and all leases of Equipment, (ii) all
consents, licenses, building permits, certificates of occupancy and other
governmental approvals relating to construction, completion, occupancy, use or
operation of the Real Estate or any part thereof, and (iii) all drawings,
plans, specifications and similar or related items relating to the Real Estate;
and


Z.            all
proceeds, both cash and noncash, of the foregoing; but excluding any assets or
interests in assets transferred in connection with any Special Purpose
Financing (as defined in the Revolving Credit Agreement), or subject to any
liens of the type referred to in 



 D-4
 









subsection 7.2(k)(i) (with respect to
Indebtedness under subsection 7.1(b)(ix)), or subsection 7.2(k)(iv).


(All of the
foregoing property and rights and interests now owned or held or subsequently
acquired by Mortgagor and described in the foregoing clauses (a) through (d)
are collectively referred to as the “Premises”, and those described
in the foregoing clauses (a) through (i) are collectively referred to as the “Mortgaged
Property”).


TO HAVE AND TO HOLD the
Mortgaged Property and the rights and privileges hereby mortgaged unto
Mortgagee, its successors and assigns for the uses and purposes set forth,
until the Obligations are fully paid and performed, provided, however, that the
condition of this Mortgage is such that if the Obligations are fully paid and
performed, then the mortgage hereby granted shall cease, terminate and become
void.


This Mortgage covers present
and future advances and re-advances, in the aggregate amount of the obligations
secured hereby, made by the Secured Parties for the benefit of Mortgagor, and
the lien of such future advances and re-advances shall relate back to the date
of this Mortgage.  The maximum
amount of the obligations secured hereby will not exceed                                    
($                                   ).


The rules of construction
set forth in the Intercreditor Agreement shall be applicable to this Mortgage
mutatis mutandis.


Terms and Conditions


Mortgagor further
represents, warrants, covenants and agrees with Mortgagee and the Secured
Parties as follows:


1.             Defined
Terms.  Capitalized terms not
otherwise defined herein shall have the meanings ascribed thereto in the
Revolving Credit Agreement.  References
in this Mortgage to the “Default Rate” shall mean the interest rate
applicable pursuant to subsection 3.1(c) of the Revolving Credit
Agreement.  References herein to the “Secured
Parties” mean the reference to the Secured Parties as defined in [the Revolving
Credit Guarantee and Collateral Agreement].


2.             Warranty
of Title.  Mortgagor warrants that it
has good record title in fee simple to the Real Estate, and good title to the
rest of the Mortgaged Property, subject only to the matters that are set forth
in Schedule B of the title insurance policy or policies being issued to
Mortgagee to insure the lien of this Mortgage and any other lien or encumbrance
as permitted by subsection 7.2 of the Revolving Credit Agreement (the “Permitted
Liens”).  Mortgagor shall warrant,
defend and preserve such title and the lien of this Mortgage against all claims
of all persons and entities (not including the holders of the Permitted Liens).  Mortgagor represents and warrants that it has
the right to mortgage the Mortgaged Property.


3.             Payment
of Obligations.  Mortgagor shall pay
and perform the Obligations at the times and places and in the manner specified
in the Loan Documents.



 D-5
 









4.             Requirements.  Mortgagor shall promptly comply with all
covenants, restrictions and conditions now or later of record which may be
applicable to any of the Mortgaged Property, or to the use, manner of use,
occupancy, possession, operation, maintenance, alteration, repair or
reconstruction of any of the Mortgaged Property, except where a failure to do
so could not reasonably be expected to have a Material Adverse Effect.


5.             Payment
of Taxes and Other Impositions. 
(a)  Promptly when due or prior to
the date on which any fine, penalty, interest or cost may be added thereto or
imposed, Mortgagor shall pay and discharge all taxes, charges and assessments
of every kind and nature, all charges for any easement or agreement maintained
for the benefit of any of the Real Estate, all general and special assessments,
levies, permits, inspection and license fees, all water and sewer rents and
charges, vault taxes and all other public charges even if unforeseen or
extraordinary, imposed upon or assessed against or which may become a lien on
any of the Real Estate, or arising in respect of the occupancy, use or
possession thereof, together with any penalties or interest on any of the
foregoing (all of the foregoing are collectively referred to herein as the “Impositions”),
except where the validity or amount thereof is being contested in accordance
with the provisions of the Revolving Credit Agreement.  Upon request by Mortgagee, Mortgagor shall
within 30 days after the request of Mortgagee, deliver to Mortgagee evidence
reasonably acceptable to Mortgagee showing the payment of any such Imposition.  If by law any Imposition, at Mortgagor’s
option, may be paid in installments (whether or not interest shall accrue on
the unpaid balance of such Imposition), Mortgagor may elect to pay such
Imposition in such installments and shall be responsible for the payment of
such installments with interest, if any.


(b)           Nothing herein shall
affect any right or remedy of Mortgagee under this Mortgage or otherwise,
without notice or demand to Mortgagor, to pay any Imposition after the date
such Imposition shall have become due, and add to the Obligations the amount so
paid, together with interest from the time of payment at the Default Rate.  Any sums paid by Mortgagee in discharge of
any Impositions shall be (i) a lien on the Premises secured hereby prior to any
right or title to, interest in, or claim upon the Premises subordinate to the
lien of this Mortgage, and (ii) payable on demand by Mortgagor to Mortgagee
together with interest at the Default Rate as set forth above.


(c)           Mortgagor
shall not be entitled to any credit against the Obligations by reason of the
payment of Impositions.


6.             Insurance.  Mortgagor shall maintain insurance in
accordance with the provisions of the Revolving Credit Agreement.


7.             Restrictions
on Liens and Encumbrances.  Except
for the lien of this Mortgage and the Permitted Liens and except as otherwise
permitted pursuant to the terms of the Revolving Credit Agreement, Mortgagor
shall not further mortgage, nor otherwise encumber the Mortgaged Property nor
create or suffer to exist any lien, charge or encumbrance on the Mortgaged
Property, or any part thereof, whether superior or subordinate to the lien of
this Mortgage and whether recourse or non-recourse.



 D-6
 









8.             Due
on Sale and Other Transfer Restrictions. 
Except as permitted by the Revolving Credit Agreement, Mortgagor shall
not sell, transfer, convey or assign all or any portion of, or any interest in,
the Mortgaged Property.


9.             Condemnation/Eminent
Domain.  Promptly upon obtaining
knowledge of the institution of any proceedings for the condemnation of the
Mortgaged Property, or any material portion thereof, Mortgagor will notify
Mortgagee of the pendency of such proceedings. 
All awards and proceeds relating to such condemnation shall be deemed
proceeds from a Recovery Event and applied in the manner specified in the
Revolving Credit Agreement.


10.           Further
Assurances.  To further assure
Mortgagee’s rights under this Mortgage, Mortgagor agrees promptly upon demand
of Mortgagee to do any act or execute any additional documents (including, but
not limited to, security agreements on any personalty included or to be
included in the Mortgaged Property and a separate assignment of each Lease in
recordable form) as may be reasonably required by Mortgagee to confirm the lien
of this Mortgage and all other rights or benefits conferred on Mortgagee by
this Mortgage.


11.           Mortgagee’s
Right to Perform.  If Mortgagor fails
to perform any of the covenants or agreements of Mortgagor under this Mortgage,
within the applicable grace period, if any, provided for in this Mortgage or in
the Revolving Credit Agreement, Mortgagee, without waiving or releasing
Mortgagor from any obligation or default under this Mortgage, may, at any time
upon 10 days’ written notice to Mortgagor (but shall be under no obligation to)
pay or perform the same, and the amount or cost thereof, with interest at the
Default Rate, shall immediately be due from Mortgagor to Mortgagee and the same
shall be secured by this Mortgage and shall be a lien on the Mortgaged Property
prior to any right, title to, interest in, or claim upon the Mortgaged Property
attaching subsequent to the lien of this Mortgage.  No payment or advance of money by Mortgagee
under this Section shall be deemed or construed to cure Mortgagor’s default or
waive any right or remedy of Mortgagee.


12.           Remedies.  (a) 
Subject to the terms of any document governing any Special Purpose
Financing, and upon the occurrence and during the continuance of any Event of
Default, Mortgagee may immediately take such action, without notice or demand,
as it deems advisable to protect and enforce its rights against Mortgagor and
in and to the Mortgaged Property, including the following actions, each of
which may be pursued concurrently or otherwise, at such time and in such manner
as Mortgagee may determine, in its sole discretion, without impairing or
otherwise affecting the other rights and remedies of Mortgagee:


(i)            Mortgagee may, to the extent
permitted by applicable law, (A) institute and maintain an action of mortgage
foreclosure against all or any part of the Mortgaged Property, (B) institute
and maintain an action on the Loans or the Revolving Credit Agreement, the
Revolving Credit Guarantee and Collateral Agreement or any other Loan Document,
(C) sell all or part of the Mortgaged Property (Mortgagor expressly granting to
Mortgagee the power of sale), or (D) take such other action at law or in equity
for the enforcement of this Mortgage or any of the Loan Documents as the law
may allow.  Mortgagee may proceed in any
such action to final judgment and execution thereon for all sums due hereunder,
together with interest thereon as provided in the Revolving 



 D-7
 









Credit Agreement and all
reasonable out-of-pocket costs of suit, including reasonable out-of-pocket attorneys’
fees and disbursements.  Interest at the
Default Rate shall be due on any judgment obtained by Mortgagee from the date
of judgment until actual payment is made of the full amount of the judgment.
Mortgagor agrees that in addition to all other rights of Mortgagee hereunder
and without waiving or modifying any of its rights, Mortgagee may to the
maximum extent permitted by law, foreclose and at its sole option utilize the
provisions of any statute which allows Mortgagee to obtain the Mortgaged Property
by using a shortened redemption period; and


(ii)           Subject to the terms of any document governing any Special
Purpose Financing, Mortgagee may personally, or by its agents, attorneys and
employees and without regard to the adequacy or inadequacy of the Mortgaged
Property or any other collateral as security for the Obligations enter into and
upon the Mortgaged Property and each and every part thereof and exclude
Mortgagor and its agents and employees therefrom without liability for
trespass, damage or otherwise (Mortgagor hereby agreeing to surrender
possession of the Mortgaged Property to Mortgagee upon demand at any such time)
and use, operate, manage, maintain and control the Mortgaged Property and every
part thereof. Subject to the terms of any document governing any Special
Purpose Financing, following such entry and taking of possession, Mortgagee
shall be entitled, without limitation, (x) to lease all or any part or parts of
the Mortgaged Property for such periods of time and upon such conditions as
Mortgagee may, in its discretion, deem proper, (y) to enforce, cancel or modify
any Lease and (z) generally to execute, do and perform any other act, deed,
matter or thing concerning the Mortgaged Property as Mortgagee shall deem
appropriate as fully as Mortgagor might do.


(b)           In case of a foreclosure
sale, the Real Estate may be sold, at Mortgagee’s election, in one parcel or in
more than one parcel and Mortgagee is specifically empowered (without being
required to do so, and in its sole and absolute discretion) to cause successive
sales of portions of the Mortgaged Property to be held.


(c)           In the event of any
breach of any of the covenants, agreements, terms or conditions contained in
this Mortgage, Mortgagee shall be entitled to enjoin such breach and obtain specific
performance of any covenant, agreement, term or condition and Mortgagee shall
have the right to invoke any equitable right or remedy as though other remedies
were not provided for in this Mortgage.


It is agreed that if an
Event of Default shall occur and be continuing, any and all proceeds of the
Mortgaged Property received by the Mortgagee shall be held by the Mortgagee for
the benefit of the Secured Parties as collateral security for the Obligations
(whether matured or unmatured), and/or then or at any time thereafter may, in
the sole discretion of the Mortgagee, be applied by the Mortgagee against the
Obligations then due and owing in the order of priority set forth in the
Intercreditor Agreement.


13.           Right
of Mortgagee to Credit Sale.  Upon
the occurrence of any sale made under this Mortgage, whether made under the
power of sale or by virtue of judicial proceedings or of a judgment or decree
of foreclosure and sale, Mortgagee may bid for and acquire the 



 D-8
 









Mortgaged Property or any
part thereof.  In lieu of paying cash
therefor, Mortgagee may make settlement for the purchase price by crediting
upon the Obligations or other sums secured by this Mortgage, the net sales
price after deducting therefrom the expenses of sale and the reasonable,
out-of-pocket cost of the action and any other sums which Mortgagee is
authorized to deduct under this Mortgage. 
In such event, this Mortgage, the Loan Documents and documents
evidencing expenditures secured hereby may be presented to the person or
persons conducting the sale in order that the amount so used or applied may be
credited upon the Obligations as having been paid.


14.           Appointment
of Receiver.  If an Event of Default
shall have occurred and be continuing, Mortgagee, to the extent permitted under
applicable law, as a matter of right and without notice to Mortgagor, and
without regard to the adequacy or inadequacy of the Mortgaged Property or any
other collateral or the interest of Mortgagor therein as security for the
Obligations, shall have the right to apply to any court having jurisdiction to
appoint a receiver or receivers or other manager of the Mortgaged Property, and
Mortgagor hereby irrevocably consents to such appointment and waives notice of
any application therefor (except as may be required by law).  Any such receiver or receivers or manager
shall have all the usual powers and duties of receivers in like or similar
cases and all the powers and duties of Mortgagee in case of entry as provided
in this Mortgage, including and to the extent permitted by law, the right to
enter into leases of all or any part of the Mortgaged Property, and shall
continue as such and exercise all such powers until the date of confirmation of
sale of the Mortgaged Property unless such receivership is sooner terminated.


15.           Extension,
Release, etc.  (a)  Without affecting the lien or charge of this
Mortgage upon any portion of the Mortgaged Property not then or theretofore
released as security for the full amount of the Obligations, Mortgagee may,
from time to time and without notice, agree to (i) release any person liable
for the indebtedness borrowed or guaranteed under the Loan Documents, (ii)
extend the maturity or alter any of the terms of the indebtedness borrowed or
guaranteed under the Loan Documents or any other guaranty thereof, (iii) grant
other indulgences, (iv) release or reconvey, or cause to be released or
reconveyed at any time at Mortgagee’s option any parcel, portion or all of the
Mortgaged Property, (v) take or release any other or additional security for
any obligation herein mentioned, or (vi) make compositions or other
arrangements with debtors in relation thereto.


(b)           No recovery of any
judgment by Mortgagee and no levy of an execution under any judgment upon the
Mortgaged Property or upon any other property of Mortgagor shall affect the lien
of this Mortgage or any liens, rights, powers or remedies of Mortgagee
hereunder, and such liens, rights, powers and remedies shall continue
unimpaired.


(c)           If Mortgagee shall
have the right to foreclose this Mortgage or to direct a power of sale, Mortgagor
authorizes Mortgagee at its option to foreclose the lien of this Mortgage or
direct the sale of the Mortgaged Property, as the case may be, subject to the
rights of any tenants of the Mortgaged Property.  The failure to make any such tenants parties
defendant to any such foreclosure proceeding and to foreclose their rights, or
to provide notice to such tenants as required in any statutory procedure
governing a sale of the Mortgaged Property, or to terminate such tenant’s
rights in such sale will not be asserted by Mortgagor as a defense to any proceeding




 D-9
 









instituted
by Mortgagee to collect the Obligations or to foreclose the lien of this Mortgage.


(d)           Unless expressly
provided otherwise, in the event that ownership of this Mortgage and title to
the Mortgaged Property or any estate therein shall become vested in the same
person or entity, this Mortgage shall not merge in such title but shall
continue as a valid lien on the Mortgaged Property for the amount secured
hereby.


16.           Security
Agreement under Uniform Commercial Code. 
(a) Subject to the terms of any document governing any Special Purpose
Financing, it is the intention of the parties hereto that this Mortgage shall
constitute a “security agreement” within the meaning of the Uniform Commercial
Code (the “Code”) of the State in which the Mortgaged Property is located.  If an Event of Default shall occur and be
continuing, then in addition to having any other right or remedy available at
law or in equity, Mortgagee shall have the option of either (i) proceeding
under the Code and exercising such rights and remedies as may be provided to a
secured party by the Code with respect to all or any portion of the Mortgaged
Property which is personal property (including, without limitation, taking
possession of and selling such property) or (ii) treating such property as real
property and proceeding with respect to both the real and personal property
constituting the Mortgaged Property in accordance with Mortgagee’s rights,
powers and remedies with respect to the real property (in which event the
default provisions of the Code shall not apply).  If Mortgagee shall elect to proceed under the
Code, then ten days’ notice of sale of the personal property shall be deemed
reasonable notice and the reasonable expenses of retaking, holding, preparing
for sale, selling and the like incurred by Mortgagee shall include reasonable,
out-of-pocket attorneys’ fees and legal expenses.  At Mortgagee’s request, during the
continuance of an Event of Default, Mortgagor shall assemble the personal
property and make it available to Mortgagee at a place designated by Mortgagee
which is reasonably convenient to both parties.


(b)           Mortgagor and
Mortgagee agree, to the extent permitted by law, that: (i) all of the goods
described within the definition of the word “Equipment” are or are to become fixtures on the Real
Estate; (ii) this Mortgage upon recording or registration in the real estate records
of the proper office shall constitute a financing statement filed as a “fixture
filing” within the meaning of [Sections 9-334 and 9-502] of the Code;
(iii) Mortgagor is a Delaware corporation with a organization identification
number as [             ];
and (iv) the addresses of Mortgagor and Mortgagee are as set forth on the first
page of this Mortgage.


17.           Assignment
of Rents.  (a)  Subject to the terms of any document
governing any Special Purpose Financing, Mortgagor hereby assigns to Mortgagee
the Rents as further security for the payment of and performance of the
Obligations, and Mortgagor grants to Mortgagee the right to enter the Mortgaged
Property for the purpose of collecting the same and to let the Mortgaged
Property or any part thereof, and to apply the Rents on account of the
Obligations.  The foregoing assignment
and grant is present and absolute and shall continue in effect until the
Obligations are fully paid and performed, but Mortgagee hereby waives the right
to enter the Mortgaged Property for the purpose of collecting the Rents and
Mortgagor shall be entitled to collect, receive, use and retain the Rents until the occurrence and during the
continuance of an Event of Default, such right of Mortgagor to collect,
receive, use and retain the 



 D-10
 









Rents
may be revoked by Mortgagee upon the occurrence and during the continuance of
any Event of Default under this Mortgage by giving not less than ten days’
written notice of such revocation to Mortgagor; in the event such notice is
given, Mortgagor shall pay over to Mortgagee, or to any receiver appointed to
collect the Rents, any lease security deposits, and shall pay monthly in
advance to Mortgagee, or to any such receiver, the fair and reasonable rental
value as determined by Mortgagee for the use and occupancy of such part of the
Mortgaged Property as may be in the possession of Mortgagor or any affiliate of
Mortgagor, and upon default in any such payment Mortgagor and any such
affiliate will vacate and surrender the possession of the Mortgaged Property to
Mortgagee or to such receiver, and in default thereof may be evicted by summary
proceedings or otherwise.  Mortgagor
shall not accept prepayments of installments of Rent to become due for a period
of more than one month in advance (except for security deposits and estimated
payments of percentage rent, if any).


(b)           Mortgagor has not
affirmatively done any act which would prevent Mortgagee from, or limit
Mortgagee in, acting under any of the provisions of the foregoing assignment.


(c)           Except for any
matter disclosed in the Revolving Credit Agreement, no action has been brought
or, so far as is known to Mortgagor, is threatened, which would interfere in
any way with the right of Mortgagor to execute the foregoing assignment and
perform all of Mortgagor’s obligations contained in this Section and in the
Leases.


18.           Additional
Rights.  The holder of any
subordinate lien or subordinate Mortgage on the Mortgaged Property shall have
no right to terminate any Lease whether or not such Lease is subordinate to
this Mortgage nor shall Mortgagor consent to any holder of any subordinate lien
or subordinate Mortgage joining any tenant under any Lease in any action to
foreclose the lien or modify, interfere with, disturb or terminate the rights
of any tenant under any Lease.  By
recordation of this Mortgage all subordinate lienholders and the mortgagees
under subordinate mortgages are subject to and notified of this provision, and
any action taken by any such lienholder or Mortgagee contrary to this provision
shall be null and void.  Upon the
occurrence and during the continuance of any Event of Default, Mortgagee may,
in its sole discretion and without regard to the adequacy of its security under
this Mortgage, apply all or any part of any amounts on deposit with Mortgagee
under this Mortgage against all or any part of the Obligations.  Any such application shall not be construed
to cure or waive any Default or Event of Default or invalidate any act taken by
Mortgagee on account of such Default or Event of Default.


19.           Notices.  All notices, requests, demands and other
communications hereunder shall be given in accordance with the provisions of
subsection 11.2 of the Revolving Credit Agreement to Mortgagor and to Mortgagee
as specified therein.


	
  If to Mortgagor:

  	
  [The ServiceMaster Company

  
	
   

  	
  860 Ridge Lake
  Boulevard

  
	
   

  	
  Memphis,
  Tennessee 38120

  
	
   

  	
  Attention:
  Treasurer

  
	
   

  	
  Telephone:
  901-766-1400

  



 



 D-11
 









 


	
  

  	
  Facsimile: 901.766.1107]

  
	
   

  	
   

  
	
  with copies to:

  	
  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]

  
	
   

  	
   

  
	
   

  	
   

  
	
  If to Mortgagee:

  	
  Citibank, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
  Attn: 

  	
   

  	
   

  	
   

  
	
   

  	
  Fax: 

  	
   

  	
   

  	
   

  



20.           No Oral Modification.  None of the terms or provisions of this
Mortgage may be waived, amended, supplemented or otherwise modified except by a
written instrument executed by each affected Credit Party and the Revolving
Collateral Agent; provided that any
provision of this Mortgage imposing obligations on any Credit Party may be
waived by the Revolving Collateral Agent in a written instrument executed by
the Revolving Collateral Agent.  For the
avoidance of doubt, it is understood and agreed that any amendment, amendment
and restatement, waiver, supplement or other modification of or to the
Intercreditor Agreement that would have the effect, directly or indirectly,
through any reference herein to the Intercreditor Agreement or otherwise, of
waiving, amending, supplementing or otherwise modifying this Mortgage, or any
term or provision hereof, or any right or obligation of any Credit Party
hereunder or in respect hereof, shall not be given such effect except pursuant
to a written instrument executed by each affected Credit Party and the
Revolving Collateral Agent in accordance with this subsection 20.


21.           Partial
Invalidity.  In the event any one or
more of the provisions contained in this Mortgage shall for any reason be held
to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision hereof, but
each shall be construed as if such invalid, illegal or unenforceable provision had
never been included.  Notwithstanding to
the contrary anything contained in this Mortgage or in any provisions of any
Loan Document, the obligations of Mortgagor and of any other obligor under any
Loan Documents shall be subject to the limitation that Mortgagee shall not
charge, take or receive, nor shall Mortgagor or any other obligor be obligated
to pay to Mortgagee, any amounts constituting interest in excess of the maximum
rate permitted by law to be charged by Mortgagee.



 D-12
 









22.           Mortgagor’s
Waiver of Rights.  To the fullest
extent permitted by law, Mortgagor waives the benefit of all laws now existing
or that may subsequently be enacted providing for (a) any appraisement before
sale of any portion of the Mortgaged Property, (b) any extension of the time
for the enforcement of the collection of the Obligations or the creation or
extension of a period of redemption from any sale made in collecting such debt
and (c) exemption of the Mortgaged Property from attachment, levy or sale under
execution or exemption from civil process. 
To the full extent Mortgagor may do so, Mortgagor agrees that Mortgagor
will not at any time insist upon, plead, claim or take the benefit or advantage
of any law now or hereafter in force providing for any appraisement, valuation,
stay, exemption, extension or redemption, or requiring foreclosure of this
Mortgage before exercising any other remedy granted hereunder and Mortgagor,
for Mortgagor and its successors and assigns, and for any and all persons ever
claiming any interest in the Mortgaged Property, to the extent permitted by
law, hereby waives and releases all rights of redemption, valuation,
appraisement, stay of execution, notice of election to mature (except as
expressly provided in the Revolving Credit Agreement) or declare due the whole
of the secured indebtedness and marshalling in the event of exercise by
Mortgagee of the foreclosure rights, power of sale, or other rights hereby created.


23.           Remedies
Not Exclusive.  Subject to the terms
of any document governing any Special Purpose Financing, Mortgagee shall be
entitled to enforce payment and performance of the Obligations and to exercise
all rights and powers under this Mortgage or under any of the other Loan
Documents or other agreement or any laws now or hereafter in force,
notwithstanding some or all of the Obligations may now or hereafter be
otherwise secured, whether by mortgage, security agreement, pledge, lien,
assignment or otherwise.  Neither the
acceptance of this Mortgage nor its enforcement, shall prejudice or in any
manner affect Mortgagee’s rights to realize upon or enforce any other security
now or hereafter held by Mortgagee, it being agreed that Mortgagee shall be
entitled to enforce this Mortgage and any other security now or hereafter held
by Mortgagee in such order and manner as Mortgagee may determine in its
absolute discretion.  No remedy herein
conferred upon or reserved to Mortgagee is intended to be exclusive of any
other remedy herein or by law provided or permitted, but each shall be
cumulative and shall be in addition to every other remedy given hereunder or
now or hereafter existing at law or in equity or by statute.  Every power or remedy given by any of the
Loan Documents to Mortgagee or to which either may otherwise be entitled, may
be exercised, concurrently or independently, from time to time and as often as
may be deemed expedient by Mortgagee, as the case may be.  In no event shall Mortgagee, in the exercise
of the remedies provided in this Mortgage (including in connection with the
assignment of Rents to Mortgagee, or the appointment of a receiver and the
entry of such receiver on to all or any part of the Mortgaged Property), be
deemed a “Mortgagee in possession,” and Mortgagee shall not in any way be made
liable for any act, either of commission or omission, in connection with the
exercise of such remedies.


24.           Multiple
Security.  If (a) the Premises shall
consist of one or more parcels, whether or not contiguous and whether or not
located in the same county, or (b) in addition to this Mortgage, Mortgagee
shall now or hereafter hold or be the Mortgagee of one or more additional
mortgages, liens, deeds of trust or other security (directly or indirectly) for
the Obligations upon other property in the State in which the Premises are
located (whether or not such property is owned by Mortgagor or by others) or
(c) both the circumstances described in 



 D-13
 









clauses (a) and (b) shall be
true, then to the fullest extent permitted by law, Mortgagee may, at its
election, commence or consolidate in a single foreclosure action all
foreclosure proceedings against all such collateral securing the Obligations
(including the Mortgaged Property), which action may be brought or consolidated
in the courts of, or sale conducted in, any county in which any of such collateral
is located.  Mortgagor acknowledges that
the right to maintain a consolidated 
foreclosure action is a specific inducement to Mortgagee to extend the
indebtedness borrowed pursuant to or guaranteed by the Loan Documents, and
Mortgagor expressly and irrevocably waives any objections to the commencement
or consolidation of the foreclosure proceedings in a single action and any
objections to the laying of venue or based on the grounds of forum non
conveniens which it may now or hereafter have. 
Mortgagor further agrees that if Mortgagee shall be prosecuting one or
more foreclosure or other proceedings against a portion of the Mortgaged
Property or against any collateral other than the Mortgaged Property, which
collateral directly or indirectly secures the Obligations, or if Mortgagee
shall have obtained a judgment of foreclosure and sale or similar judgment
against such collateral, then, whether or not such proceedings are being
maintained or judgments were obtained in or outside the State in which the Premises
are located, Mortgagee may commence or continue any  foreclosure proceedings and exercise its
other remedies granted in this Mortgage against all or any part of the
Mortgaged Property and Mortgagor waives any objections to the commencement or
continuation of a foreclosure of this Mortgage or exercise of any other
remedies hereunder based on such other proceedings or judgments, and waives any
right to seek to dismiss, stay, remove, transfer or consolidate either any
action under this Mortgage or such other proceedings on such basis.  Neither the commencement nor continuation of
proceedings to foreclose this Mortgage, nor the exercise of any other rights
hereunder nor the recovery of any judgment by Mortgagee in any such proceedings
or the occurrence of any sale in any such proceedings shall prejudice, limit or
preclude Mortgagee’s right to commence or continue one or more foreclosure or
other proceedings or obtain a judgment against any other collateral (either in
or outside the State in which the Premises are located) which directly or
indirectly secures the Obligations, and Mortgagor expressly waives any
objections to the commencement of, continuation of, or entry of a judgment in
such other sales or proceedings or exercise of any remedies in such sales or
proceedings based upon any action or judgment connected to this Mortgage, and
Mortgagor also waives any right to seek to dismiss, stay, remove, transfer or
consolidate either such other sales or proceedings or any sale or action under
this Mortgage on such basis.  It is
expressly understood and agreed that to the fullest extent permitted by law,
Mortgagee may, at its election, cause the sale of all collateral which is the
subject of a single  foreclosure action
at either a single sale or at multiple sales conducted simultaneously and take
such other measures as are appropriate in order to effect the agreement of the
parties to dispose of and administer all collateral securing the Obligations (directly
or indirectly) in the most economical and least time-consuming manner.


25.           Successors
and Assigns.  All covenants of
Mortgagor contained in this Mortgage are imposed solely and exclusively for the
benefit of Mortgagee, and its successors and assigns, and no other person or
entity shall have standing to require compliance with such covenants or be
deemed, under any circumstances, to be a beneficiary of such covenants, any or
all of which may be freely waived in whole or in part by Mortgagee at any time
if in its sole discretion it deems such a waiver advisable.  All such covenants of Mortgagor shall run
with the 



 D-14
 









land and bind Mortgagor, the
successors and assigns of Mortgagor (and each of them) and all subsequent
owners, encumbrancers and tenants of the Mortgaged Property, and shall inure to
the benefit of Mortgagee and its successors and assigns.  The word “Mortgagor” shall be construed as if
it read “Mortgagors” whenever the sense of this Mortgage so requires and if
there shall be more than one Mortgagor, the obligations of the Mortgagors shall
be joint and several.


26.           No
Waivers, etc.  Any failure by
Mortgagee to insist upon the strict performance by Mortgagor of any of the
terms and provisions of this Mortgage shall not be deemed to be a waiver of any
of the terms and provisions hereof, and Mortgagee, notwithstanding any such
failure, shall have the right thereafter to insist upon the strict performance
by Mortgagor of any and all of the terms and provisions of this Mortgage to be
performed by Mortgagor.  Mortgagee may
release, regardless of consideration and without the necessity for any notice
to or consent by the holder of any subordinate lien on the Mortgaged Property,
any part of the security held for the obligations secured by this Mortgage
without, as to the remainder of the security, in any way impairing or affecting
the lien of this Mortgage or the priority of such lien over any subordinate
lien or Mortgage.


27.           Governing
Law, etc.  The laws of the State of
New York shall govern the interpretation, construction, and enforcement of, and
all aspects of the rights, obligations and duties created under, this Mortgage,
except where the laws of the State of          
are required to govern the enforcement of the security of the Obligations.


28.           Certain
Definitions.  Unless the context
clearly indicates a contrary intent or unless otherwise specifically provided
herein, words used in this Mortgage shall be used interchangeably in singular
or plural form and the word “Mortgagor” shall mean “each Mortgagor or any
subsequent owner or owners of the Mortgaged Property or any part thereof or
interest therein,” the word “Mortgagee” shall mean “Mortgagee or any successor
Administrative Agent, Collateral Agent,” the word “person” shall include any
individual, corporation, partnership, limited liability company, trust,
unincorporated association, government, governmental authority, or other
entity, and the words “Mortgaged Property” shall include any portion of the
Mortgaged Property or interest therein. 
Whenever the context may require, any pronouns used herein shall include
the corresponding masculine, feminine or neuter forms, and the singular form of
nouns and pronouns shall include the plural and vice versa.  The captions in this Mortgage are for
convenience or reference only and in no way limit or amplify the provisions
hereof.


29.           Last
Dollars Secured; Priority.  This
Mortgage secures only a portion of the indebtedness owing or which may become
owing by the Mortgagor to the Secured Parties. 
The parties agree that any payments or repayments of such indebtedness shall
be and be deemed to be applied first to the portion of the indebtedness that is
not secured hereby, it being the parties’ intent that the portion of the
indebtedness last remaining unpaid shall be secured hereby.  If at any time this Mortgage shall secure
less than all of the principal amount of the Obligations, it is expressly
agreed that any repayments of the principal amount of the Obligations shall not
reduce the amount of the lien of this Mortgage until the lien amount shall
equal the principal amount of the Obligations outstanding.



 D-15
 









30.           Release.  If any of the Mortgaged Property shall be
sold, transferred or otherwise disposed of by any Mortgagor in a transaction
permitted by the Revolving Credit Agreement (including, without limitation, a
Special Purpose Financing), then the Mortgagee, at the request and sole expense
of such Mortgagor, shall execute and deliver to such Mortgagor all releases or
other documents reasonably necessary or desirable for the release of the Liens
created hereby on such Mortgaged Property. 
The Mortgagor shall deliver to the Mortgagee, at least five Business
Days prior to the date of the proposed release, a written request for release
identifying the sale or other disposition in reasonable detail, including the
price thereof and any expenses in connection therewith, together with a
certification by the Mortgagor stating that such transaction is in compliance
with, and permitted by, the Revolving Credit Agreement and the other Loan
Documents.


31.           Conflict
With Revolving Credit Agreement.  In
the event of any conflict or inconsistency between the terms and provisions of
this Mortgage and the terms and provisions of the Revolving Credit Agreement,
the terms and provisions of the Revolving Credit Agreement shall govern, other
than with respect to the section of this Mortgage captioned “Governing Law,
etc.”.  By their execution of the
Revolving Credit Agreement, each Lender hereby agrees that it shall not have
the right to institute any suit for enforcement of any Note or any other
Indebtedness secured by this Mortgage or any other Security Document, if and to
the extent that the institution or prosecution thereof or the entry of judgment
therein would, upon applicable law, result in the surrender, impairment, waiver
or loss of the Lien of this Mortgage or any other Security Document or impede
or delay the enforcement of the Lien of this Mortgage or any other Security Document.


32.           Easements.  At any time, or from time to time, without
liability therefor and with ten (10) day’s prior written notice to Mortgagee,
upon written request of Mortgagor and without affecting the effect of this
Mortgage upon the remainder of the Mortgaged Property, Mortgagee shall join in
granting any easement, right of way, encumbrance or lien on all or any portion
of the Mortgaged Property, so long as Mortgagor certifies to Mortgagee that
such easement, right of way, encumbrance or lien is a Permitted Lien.


33.           Intercreditor
Agreement.  Notwithstanding
anything herein to the contrary, it is the understanding of the parties that
the Liens (as defined in the Intercreditor Agreement) granted pursuant to this
Mortgage (x) prior to the Discharge of Term Loan Obligations (as defined in the
Intercreditor Agreement), be pari passu and
equal in priority to the Liens (as defined in the Intercreditor Agreement)
granted to the Term Loan Agent for the benefit of the holders of the Term Loan
Obligations (as defined in the Intercreditor Agreement) to secure the Term Loan
Obligations (as defined in the Intercreditor Agreement) pursuant to the
applicable Term Loan Documents (as defined in the Intercreditor Agreement) and
(y) prior to the Discharge of Additional Obligations (as defined in the
Intercreditor Agreement) that are Additional Obligations (as defined in the
Intercreditor Agreement), be pari passu and
equal in priority to the Liens (as defined in the Intercreditor Agreement)
granted to any Additional Agent (as defined in the Revolving Credit Guarantee
and Collateral Agreement) for the benefit of the holders of the applicable
Additional Obligations (as defined in the Intercreditor Agreement) that are
Additional Obligations (as defined in the Intercreditor Agreement), to secure
such Additional Obligations (as defined in the Intercreditor Agreement)
pursuant to the applicable Additional Documents (as 



 D-16
 









defined in the Intercreditor Agreement).  The Revolving Collateral Agent acknowledges
and agrees that the relative priority of such Liens (as defined in the
Intercreditor Agreement) granted to the Revolving Collateral Agent, the Term
Loan Collateral Agent and any Additional Agent (as defined in the Intercreditor
Agreement) may be determined solely pursuant to the Intercreditor Agreement,
and not by priority as a matter of law or otherwise.  Notwithstanding anything herein to the
contrary, the Liens (as defined in the Intercreditor Agreement) and security
interest granted to the Revolving Collateral Agent pursuant to this Mortgage
and the exercise of any right or remedy by the Revolving Collateral Agent
hereunder are subject to the provisions of the Intercreditor Agreement.  In the event of any conflict between the
terms of the Intercreditor Agreement and this Mortgage, the terms of the
Intercreditor Agreement shall govern and control as among the Revolving
Collateral Agent, the Term Loan Collateral Agent and any Additional Agent (as defined
in the Intercreditor Agreement). 
Notwithstanding any other provision hereof, (x) for so long as any Term
Loan Obligations (as defined in the Intercreditor Agreement) remain
outstanding, any obligation hereunder to physically deliver to the Revolving
Collateral Agent any Security Collateral (as defined in the Revolving Credit
Guarantee and Collateral Agreement) shall be satisfied by causing such Security
Collateral (as defined in the Revolving Credit Guarantee and Collateral
Agreement) to be physically delivered to the Term Loan Collateral Agent to be
held in accordance with the Intercreditor Agreement and (y) for so long as any
Additional Obligations (as defined in the Intercreditor Agreement) that are
Additional Obligations (as defined in the Intercreditor Agreement) remain
outstanding, any obligation hereunder to physically deliver to the Revolving
Collateral Agent any Security Collateral (as defined in the Revolving Credit
Guarantee and Collateral Agreement) shall be satisfied by causing such Security
Collateral (as defined in the Revolving Credit Guarantee and Collateral
Agreement) to be physically delivered to any Additional Agent (as defined in
the Revolving Credit Guarantee and Collateral Agreement) to be held in
accordance with the Intercreditor Agreement.


[SIGNATURE PAGE FOLLOWS]



 D-17
 









This Mortgage has been duly executed by [THE SERVICEMASTER COMPANY] and is
intended to be effective as the date first above written.


	
  

  	
  [THE SERVICEMASTER COMPANY],

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				




 D-18
 









 


	
  

  	
  STATE OF

  	
  )

  
	
   

  	
   

  	
  ) ss.

  
	
   

  	
  COUNTY OF

  	
  )

  



 


This
instrument was acknowledged before me on           ,
            by               
as                
of [THE SERVICEMASTER COMPANY].


	
  

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NOTARY PUBLIC

  
	
   

  	
  My Commission Expires
  

  	
   

  	
   

  
					



 



 D-19















Schedule A


Description of the Owned
Land



 D-1















EXHIBIT E-1 TO

REVOLVING CREDIT
AGREEMENT


FORM OF OPINION OF
DEBEVOISE & PLIMPTON LLP


July   , 2007


Citibank, N.A., as

    Administrative Agent and Collateral Agent 

    under the Credit Agreement referred to below

390 Greenwich Street 

New York, New York 10013


Each of the
Lenders named in Schedule I

attached hereto that are parties

to the Credit Agreement referred to below


ServiceMaster Revolving
Credit Agreement


Ladies and Gentlemen:


We have acted as special New York counsel to (i) The
ServiceMaster Company, a Delaware corporation (the “Parent Borrower”), (ii)TruGreen
Limited Partnership, a Delaware limited partnership (“TruGreen”), (iii)
The Terminix International Company Limited Partnership, a Delaware limited
partnership (“Terminix” and, together with TruGreen, the “Subsidiary Borrowers”
and, together with the Parent Borrower, the “Borrowers”), (iv) CDRSVM
Holding, Inc., a Delaware corporation (“Holdings”) and (v) each of
the Subsidiary Parties referred to below, in connection with the preparation,
and execution and delivery today, of (a) the Revolving Credit
Agreement, dated as of July 24, 2007 (the “Credit Agreement”), among the
Borrowers, the several banks and other financial institutions parties thereto
(collectively, the “Lenders”), and Citibank, N.A., as administrative agent (in
such capacity, the “Administrative Agent”) and collateral agent (in such
capacity, the “Collateral Agent”) and (b) the agreements to which
Holdings, any Borrower or any Subsidiary Party is today a party that are listed
in Schedule II hereto (together with the Credit Agreement, the “Loan
Documents”).


The opinions expressed below are furnished to you
pursuant to Section 5.1(f)(i) of the Credit Agreement.  Unless otherwise defined herein, terms
defined in or defined by reference in the Credit Agreement and used herein
shall have the meanings assigned thereto in the Credit Agreement.  The term “Guarantee and Collateral Agreement”
has the meaning specified in Schedule II hereto. The term “Security Agreement”
has the meaning specified in Schedule II hereto. The term “Intercreditor
Agreement” has the meaning specified therefor in the Credit Agreement. The term
“Investment Company Act” means the Investment Company Act of 1940, as
amended.  The term “Loan Parties” means
the Borrowers, Holdings 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 Parent
Borrower and its Subsidiaries taken as a whole. 
The term “Obligations” has the meaning specified therefor in the
Guarantee and Collateral Agreement.  The
term “Pledged Notes” means those promissory notes constituting “instruments”
(within the meaning of Section 9-102(a)(47) of the UCC) and described in
Schedule 2 of the Guarantee and Collateral Agreement that are delivered to the
Term Loan Collateral Agent acting as agent for the Collateral Agent on the date
hereof.  The term “Terminix Pledged Note”
means the “Pledged Note” as defined in the Security Agreement to the extent
constituting an “instrument” (within the meaning of Section 9-102(a)(47) of the
UCC).  The term “Pledged Stock” means
those shares of Pledged Stock (as defined in the Guarantee and Collateral
Agreement) constituting “certificated securities” (as defined in Section 8-102
of the UCC) and described in Schedule 2 to the Guarantee and Collateral
Agreement that are delivered to the Term Loan Collateral Agent acting as agent
for the Collateral Agent in certificated form on the date hereof.  The term “Subsidiary Parties” means the
following Subsidiaries of the Parent Borrower: 
(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
and ServiceMaster Residential/Commercial Services 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.  The term “Secured
Parties” has the meaning specified therefor in the Guarantee and Collateral
Agreement.  The term “Term Loan
Collateral Agent” has the meaning assigned to it in the Intercreditor
Agreement.


The term “UCC” means the Uniform Commercial Code as in
effect in the State of New York on the date hereof.


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 Loan Documents,


(b)        we
have examined and relied on such corporate, limited liability company, and
limited partnership documents and records of Holdings, the Parent Borrower and
its Subsidiaries and such other instruments and certificates of public
officials, officers and representatives of Holdings, the Parent Borrower 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
Loan Documents, and



 2
 









(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 Loan Documents by each party thereto, (e) the due execution
and delivery of each of the Loan Documents by each party thereto, (f) the
enforceability of each 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 Loan Documents to enter into and perform its obligations under such Loan
Document, (i) the 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 Loans (as defined in the Credit Agreement) 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, (b) filings in the United States Patent and
Trademark Office, the United States Copyright Office, and appropriate offices
under any applicable state trademark laws, (c) filings to perfect
the security interests created by the Guarantee and Collateral Agreement, (d) any
mortgage filings related to any of the Loan Documents, (e) filings
or consents required to create or perfect any Lien on Collateral constituting
mobile goods covered by a certificate of title and (f) 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 Borrower in connection
with its execution and delivery of, or performance of its obligations under,
the Loan Documents to which it is a party, or with its borrowings under the
Credit Agreement, or in connection with the validity or enforceability against
it of the 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, (b) filings in the United States Patent and
Trademark Office, the United States Copyright Office, and appropriate offices
under any applicable state trademark laws, (c) filings to perfect
the security interests created by the Guarantee and Collateral Agreement, (d) any
mortgage filings related to any of the Loan Documents,



 3
 









(e) filings
or consents required to create or perfect any Lien on Collateral constituting
mobile goods covered by a certificate of title and (f) 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 Holdings in connection with
its execution and delivery of, or performance of its obligations under, the
Guarantee and Collateral Agreement or in connection with the validity or
enforceability against it of the Guarantee and Collateral Agreement.


3.     Except for (a) any
consents, authorizations, approvals, notices and filings that have been
obtained or made, (b) filings in the United States Patent and
Trademark Office, the United States Copyright Office, and appropriate offices
under any applicable state trademark laws, (c) filings to perfect
the security interests created by the Guarantee and Collateral Agreement or the
Security Agreement, (d) any mortgage filings related to any of the
Loan Documents, (e) filings or consents required to create or
perfect any Lien on Collateral constituting mobile goods covered by a
certificate of title and (f) 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 Loan Documents to
which it is a party or in connection with the validity or enforceability
against it of the Loan Documents to which it is a party.


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


(b)          The Guarantee and Collateral
Agreement constitutes a valid and binding obligation of Holdings enforceable
against Holdings in accordance with its terms.


(c)          Each of the 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 any Borrower of
the Loan Documents to which it is a party (x) will not violate (i) any
existing United States federal or New York State law, rule or regulation
applicable to such Borrower or (ii) any contract listed in Schedule
III hereto to which such Borrower is a party, except, in each case under this



 4
 









clause (x), for such
violations that, to our knowledge, would not have a Material Adverse Effect,
and (y) will not result in, or require, the creation or imposition
of any Lien (other than under the Loan Documents or the Term Loan Documents) on
any of its properties or revenues by operation of any law, rule or regulation
referred to in the preceding clause (x) or pursuant to any such contract.


(b)          The execution and
delivery by Holdings of the Guarantee and Collateral Agreement (x) will
not violate (i) any existing United States federal or New York
State law, rule or regulation applicable to Holdings or (ii) any
contract listed in Schedule III hereto to which Holdings is a party, except, in
each case under this clause (x), for such violations that, to our knowledge,
would not have a Material Adverse Effect, and (y) will not result
in, or require, the creation or imposition of any Lien (other than under the
Loan Documents or the Term Loan Documents) on any of its properties or revenues
by operation of any law, rule or regulation referred to in the preceding clause
(x) or pursuant to any such contract.


(c)          The execution and
delivery by any Subsidiary Party of the Loan Documents to which it is a party (x) will
not violate (i) any existing United States federal or New York
State law, rule or regulation applicable to such Subsidiary Party or (ii) any
contract listed in Schedule III hereto to which such Subsidiary Party is a
party, except, in each case under this clause (x), for such violations that, to
our knowledge, would not have a Material Adverse Effect, and (y) will
not result in, or require, the creation or imposition of any Lien (other than
under the Loan Documents or the Term Loan Documents) on any of its properties
or revenues by operation of any law, rule or regulation referred to in the
preceding clause (x) or pursuant to any such contract.


6.     (a)          The Guarantee and Collateral Agreement is
effective to create a valid security interest in favor of the Collateral
Agent, for the benefit of the Secured Parties, as security for the Obligations
(as and to the extent described in the Guarantee and Collateral Agreement), in
all of the collateral described therein that is of the type in which a security
interest can be created under Article 9 of the UCC (the “Article 9
Collateral”), to the extent the UCC is applicable to the creation of such
security interest.


(b)          The Security Agreement is effective to create
a valid security interest in favor of the Collateral Agent, for the benefit of
the Secured Parties, as security for the Obligations (as and to the extent
described in the Security Agreement), in the Terminix Pledged Note, to the
extent the UCC is applicable to the creation of such security interest.


(c)          Upon the delivery of the Article 9 Collateral
(including any Pledged Notes) in which a security interest may be perfected by
possession pursuant to the UCC to (and provided that the same remains in the
possession of) the Collateral Agent (or the Term Loan Collateral Agent acting
as agent for the Collateral Agent), the Collateral Agent, for



 5
 









the benefit of the Secured Parties, will have a perfected security
interest in such Article 9 Collateral.


(d)          Upon delivery of the Pledged Stock (in
certificated form) in either bearer form or registered form (issued or endorsed
in each case in the name of the Collateral Agent or in blank) to (and retention
of control (as defined in Section 8-106 of the UCC) thereof by) the Collateral
Agent (or the Term Loan Collateral Agent acting as agent for the Collateral
Agent), the Collateral Agent, for the benefit of the Secured Parties, will have
a perfected security interest therein, to the extent the UCC is applicable to
the perfection of such security interest.


(e)          Upon the delivery of the Terminix Pledged
Note to (and provided that the same remains in the possession of) the
Collateral Agent (or the Term Loan Collateral Agent acting as agent for the
Collateral Agent), the Collateral Agent, for the benefit of the Secured
Parties, will have a perfected security interest in the Terminix Pledged Note.


7.     None of the Borrowers is 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),
(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 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).


Without limiting the foregoing, we express no opinion
as to the validity, binding effect or enforceability of the penultimate
paragraph of Section 8 of the Credit Agreement, subsection 9.9(d) of the Credit
Agreement, Section 2.2 of the Guarantee and Collateral Agreement or any
provision of any Loan Document that purports to (i) prohibit any
Loan Party from transferring its respective rights in the collateral described
in the Loan Documents or any proceeds thereof, as contemplated by Section 9-401
of the UCC, (ii) permit the Collateral Agent or any other Secured
Party to vote or otherwise exercise any rights with respect to any of the
collateral under the Loan Documents absent



 6
 









compliance with the requirements of applicable laws
and regulations as to the voting of or other exercise of rights with respect to
such collateral, (iii) 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 Section 1-102(3), 9-602 or
9-603 of the UCC or other provisions of applicable law, (iv) grant
a right to collect any amount that a court determines to constitute unearned
interest, (v) grant any right of set-off with respect to any
contingent or unmatured obligation, (vi) 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, (vii) constitute a waiver of inconvenient forum or
improper venue, or (viii) relate to the subject matter jurisdiction
of a court to adjudicate any controversy.


We express no opinion as to the creation, validity or
perfection of any security interest, or the validity, binding effect or
enforceability of any Loan Document, to the extent that such Loan Document
grants or purports to grant (a) a security interest (i) that
is not governed by the UCC (including but not limited to any such security
interest with respect to (A) copyrights, copyright licenses,
patents, patent licenses, trademarks and trademark licenses or (B) insurance
policies), (ii) in commercial tort claims, letter-of-credit rights,
fixtures, cooperative interests, farm products, as-extracted collateral or
timber to be cut, (iii) in any property the terms of or governing
which void or prohibit, or are violated by, the granting of such security
interest or (iv) in any claim against the United States, (b) a
mortgage or other interest in real property or (c) an agricultural
lien.  Our opinions set forth in
paragraph 6 above are limited to Articles 8 and 9 of the UCC and therefore do
not address (i) laws of jurisdictions other than the State of New
York, (ii) laws of the State of New York other than Articles 8 and
9 of the UCC or (iii) collateral of a type not subject to Article 9
of the UCC.  We express no opinion as to
what law governs perfection of any security interest granted by the Loan
Documents.  We have assumed with your
permission that (i) none of the Secured Parties has waived,
subordinated or agreed with any third party to any modification of the
perfection or priority of any security interest granted by the Loan Documents,
(ii) the Pledged Stock, the Pledged Notes, the Terminix Pledged
Note and all collateral under the Loan Documents in which a security interest
may be perfected by possession will be held at all times by the Collateral
Agent (or the Term Loan Collateral Agent acting as agent for the Collateral
Agent) in the State of New York, (iii) the Pledged Stock, the
Pledged Notes, the Terminix Pledged Note and all collateral under the Loan
Documents in which a security interest may be perfected by possession held by
the Term Loan Collateral Agent will be held at all times by the Term Loan
Collateral Agent acting as agent for the Collateral Agent for purposes of
possessing the Pledged Stock, the Pledged Notes, the Terminix Pledged Note and
such collateral on behalf of the Collateral Agent, and not as agent for any
Loan Party and (iv) each Loan Party has sufficient rights in the
collateral described in the Loan Documents for the security interests granted
thereby to attach.  We express no opinion
as to the title or any other interest of any Loan Party in or to any of the
collateral described in the Loan Documents. 
No security interest will exist with



 7
 









respect to after-acquired property of any Loan Party
until such Loan Party has rights therein within the meaning of Section 9-203 of
the UCC.


Except as set forth in paragraph 6 above, we express
no opinion as to the validity or perfection of the security interests purported
to be created by the Loan Documents. 
Without limiting the foregoing, we express no opinion as to the
validity, perfection or priority of such security interests:


(i)            with
respect to collateral sold, exchanged or otherwise disposed of by any Loan
Party;


(ii)           to
the extent such security interests may be affected by (x) Section 552
of the United States Bankruptcy Code, under which a bankruptcy court has
discretion as to the extent to which post-petition proceeds may be subject to a
lien arising from a security agreement entered into by the debtor before the
commencement of the case, or (y) Section 547(b) of the United
States Bankruptcy Code, relating to the power to avoid a preference;


(iii)          with
respect to proceeds, to the extent of limitations under Section 9-315 of
the UCC on the perfection of a security interest in proceeds;


(iv)          as
to any collateral acquired by the party granting such security interest more
than four months after such party changes its name so as to make the relevant
financing statements seriously misleading, unless amendments to such financing
statements indicating the new name of such party are properly filed before the
expiration of such four months;


(v)           as
to any collateral acquired by any Loan Party following any change in the
jurisdiction of organization (within the meaning of Section 9-102(a)(50)
of the UCC) of such Loan Party unless a new financing statement is properly
filed in the applicable new jurisdiction within the time specified in Section
9-316 of the UCC;


(vi)          as
to any property subject to a statute, regulation or treaty of the United
States, whose requirements for a security interest’s obtaining priority over
the rights of a lien creditor with respect to such property preempt Section
9-310(a) of the UCC;


(vii)         as
to any goods that are an accession to, or commingled or processed with, other
goods, to the extent limited by Section 9-335 or 9-336 of the UCC; or


(viii)        as
to goods of any kind, such as motor vehicles, subject to certificate of title
statutes.



 8
 









We call to your attention that (A) the UCC
requires periodic filing of continuation statements in order to maintain the
effectiveness of financing statements filed pursuant thereto, (B) Section
8-107 of the UCC may in certain circumstances limit the rights of a secured
party in respect of any unauthorized endorsement with respect to certificated
securities constituting collateral under the Loan Documents not registered in
the name of or issued to the Collateral Agent and not originally issued in
bearer form, (C) under certain circumstances Section 9-408 of the
UCC limits the enforcement of security interests in promissory notes,
health-care-insurance receivables and general intangibles and (D) the
perfection of the security interests granted by the Loan Documents may be
limited by (i) rights under Article 2 of the UCC of a seller of
goods as to which the debtor does not yet have possession, (ii) the
right of reservation of a seller of goods under Section 2-505 of the UCC, (iii) the
right of reclamation of a seller of goods on credit under Section 2-702 of
the UCC, (iv) rights of buyers and lessees in the ordinary course
to take goods free of such security interests to the extent provided in
Sections 9-320 and 9-321 of the UCC, (v) rights of licensees in the
ordinary course of business to license general intangibles free of such
security interest to the extent provided in Section 9-321 of the UCC and (vi) rights
of a purchaser of chattel paper and instruments to claim priority over such
security interests to the extent provided in Section 9-330 of the UCC.


We express no opinion as to the priority of the
security interests purported to be created by the Loan Documents.  Without limiting the foregoing, we express no
opinion as to the priority of any security interest (i) as against
any claims or liens in favor of the United States or any state thereof, or any
federal or state agency, instrumentality or political subdivision, including
but not limited to liens for payment of federal, state or local taxes that are
given priority by operation of law, liens under Title IV of the Employee
Retirement Security Act of 1974, as amended, or claims arising under
31 U.S.C. § 3713, (ii) as against any rights of a person in
possession of proceeds consisting of money or “instruments” (as defined in
Section 9-102(a)(47) of the UCC), (iii) as against liens under
Section 4-208 of the UCC, relating to security interests of a collecting
bank, (iv) as against liens granted under Section 364(d) of the
United States Bankruptcy Code, relating to liens granted by a court after the
commencement of a case, or (v) that has been perfected by “control”
under Section 9-104, 9-105, 9-106 or 9-107 of the UCC, as against any other
security interest in the same property that has also been perfected by “control.”


We call to your attention that, pursuant to the Intercreditor
Agreement the security interest of the Collateral Agent in the Security
Collateral (as defined in the Guarantee and Collateral Agreement) and the
Pledged Collateral (as defined in the Security Agreement) is pari passu with
the security interest of the Term Loan Collateral Agent and the Term Loan
Administrative Agent in the Security Collateral and the Pledged Collateral, as
applicable, in the manner
and to the extent set forth in the Intercreditor Agreement.



 9
 









In rendering our opinion in
paragraph 5 above, we have assumed with your permission that (i) the
limitations set forth in subsection 3.3(a) of the Security Agreement are
effective without regard to the proviso thereto, and the Pledgor (as defined
therein) is in compliance with subsection 3.3(b) thereof and will have made
(and given notice of) any determination contemplated by subsection 3.3(c)
thereof, (ii) nothing has occurred that would cause the second sentence of the
definition of the term “Restricted Assets” set forth in the Guarantee and Collateral
Agreement to be given effect, and (iii) the limitations and other
provisions of the Loan Documents relating to Restricted Assets are effective
and enforceable against the Administrative Agent, the Collateral Agent and each
other Secured Party, and each such party will comply with subsection 3.3(c) of the Security Agreement and
subsection 6.9(f) of the Credit Agreement.


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 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 obligations of any Loan Party
or of any other party to or beneficiary of any of the Loan Documents.  We have assumed, with your permission, that
the execution and delivery of each of the 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 (other than the persons that
become Lenders within 14 days of the date of this opinion letter) or publicly
disclosed to any other person.



 10
 









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,



 11















EXHIBIT E-2 TO

REVOLVING 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”).



 3
 









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 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.



 4
 









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.


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
 









CDK/SLM



 6














EXHIBIT F TO

REVOLVING CREDIT AGREEMENT


FORM OF U.S. TAX
COMPLIANCE CERTIFICATE


Reference is made to the Loan(s) held by the
undersigned pursuant to the Revolving Credit Agreement, dated as of July 24,
2007 (as amended, supplemented, waived or otherwise modified from time to time,
the “Revolving Credit Agreement”), among The ServiceMaster Company, a
Delaware corporation (the “Parent Borrower”), the U.S. Subsidiary
Borrowers (as therein defined) from time to time party thereto, the Foreign
Subsidiary Borrowers (as defined therein) from time to time parties thereto
(together with the U.S. Subsidiary Borrowers and the Parent Borrower, the “Borrowers”),
the several banks and other financial institutions from time to time party
thereto (the “Lenders”), Citibank, N.A., as administrative agent,
collateral agent and issuing bank for the Lenders (the “Administrative Agent”),
and JPMorgan Chase Bank, N.A., 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 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 any
of the Borrowers 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.


We have furnished you with a certificate of our
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 Parent
Borrower and the Administrative Agent in writing within 30 days of such change
and (2) the undersigned shall furnish the Parent Borrower and the
Administrative Agent, a properly completed and currently effective certificate
in either the calendar year in which payment is to be



 F-1
 








made by the Parent Borrower to the undersigned, or in
either of the two calendar years preceding such payment.



 F-2
 








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


	
  

  	
  [NAME OF LENDER]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  [Address]

  



 


Dated:             ,
200[    ]



 F-3















EXHIBIT G TO

REVOLVING CREDIT
AGREEMENT


FORM OF ASSIGNMENT
AND ACCEPTANCE


Reference is made to the Revolving Credit Agreement,
dated as of July 24, 2007 (as amended, supplemented, waived or otherwise
modified from time to time, the “Revolving Credit Agreement”), among The
ServiceMaster Company, a Delaware corporation (the “Parent Borrower”),
the U.S. Subsidiary Borrowers (as defined therein) from time to time parties
thereto, the Foreign Subsidiary Borrowers (as defined therein) from time to
time parties thereto (together with the U.S. Subsidiary Borrowers and the
Parent Borrower, the “Borrowers”), the several banks and other financial
institutions from time to time parties thereto (the “Lenders”),
Citibank, N.A., as administrative agent, collateral agent and issuing bank for
the Lenders (the “Administrative Agent”) and JPMorgan Chase Bank, N.A.,
as syndication agent.  Unless otherwise
defined herein, terms defined in the Revolving Credit Agreement and used herein
shall have the meanings given to them in the Revolving 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 Revolving Credit Agreement
and the other Loan Documents with respect to those credit facilities provided
for in the Revolving 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
Revolving 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 Revolving 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 any
Borrower, any of their Subsidiaries or any other obligor or the performance or
observance by any Borrower, any of their Subsidiaries or any other obligor of
any



 G-1
 









of their
respective obligations under the Revolving Credit Agreement, any other Loan
Document or any other instrument or document furnished pursuant hereto or
thereto; and (c) attaches the Note(s), if any, held by it evidencing the
Assigned Facilities [and requests that the Administrative Agent exchange such
Note(s) for a new Note or Notes payable to the Assignee and (if the Assignor
has retained any interest in the Assigned Facilities) a new Note or 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 Revolving 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 Revolving 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 Revolving 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 Revolving Credit
Agreement; and (f) agrees that it will be bound by the provisions of the
Revolving Credit Agreement and will perform in accordance with the terms of the
Revolving Credit Agreement all the obligations which by the terms of the
Revolving Credit Agreement are required to be performed by it as a Lender,
including its obligations pursuant to subsection 10.16 of the Revolving 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 Revolving
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






(1)           Notes:  should only be requested when specifically
required by the Assignee and/or the Assignor, as the case may be.



 G-2
 









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
Revolving 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).


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.


6.                                       From and after the Transfer
Effective Date, (a) the Assignee shall be a party to the Revolving 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 Revolving 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 Parent Borrower and the Administrative Agent
hereto are required under subsection 10.6 of the Revolving 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 laws 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.



 G-3
 









SCHEDULE 1 to the

Assignment and Acceptance


Re:  Revolving
Credit Agreement, dated as of July 24, 2007, among The ServiceMaster Company, a Delaware corporation
(the “Parent Borrower”), the U.S. Subsidiary Borrowers (as defined
therein) from time to time parties thereto, the Foreign Subsidiary Borrowers
(as defined therein) from time to time parties thereto (together with the U.S.
Subsidiary Borrowers and the Parent Borrower, the “Borrowers”), the
several banks and other financial institutions from time to time party thereto
(the “Lenders”), Citibank, N.A., as administrative agent, collateral
agent and issuing bank for the Lenders (the “Administrative Agent”) and
JPMorgan Chase Bank, N.A., 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:

  



 



 G-4
 









 


	
  Accepted for
  recording in the Register:

  	
   

  	
  Consented To:

  
	
  CITIBANK, N.A.

  	
   

  	
  THE SERVICEMASTER COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Name:

  
	
   

  	
  Title:

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CITIBANK, N.A., as

  
	
   

  	
   

  	
  Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
								



 



 G-5














EXHIBIT H TO

REVOLVING
CREDIT AGREEMENT


FORM OF OFFICER’S
CERTIFICATE


[                         ]


Pursuant to subsection 5.1(g) of the Revolving Credit
Agreement, dated as of July 24, 2007 (the “Revolving Credit Agreement”
terms defined therein being used herein as therein defined), among The
ServiceMaster Company, a Delaware corporation (the “Parent Borrower”),
the U.S. Subsidiary Borrowers (as defined therein) from time to time parties
thereto, the Foreign Subsidiary Borrowers (as defined therein) from time to
time parties thereto, the several banks and other financial institutions from
time to time parties thereto (the “Lenders”), Citibank, N.A., as
administrative agent, collateral agent and issuing bank for the Lenders (the “Administrative
Agent”) and JPMorgan Chase Bank, N.A., as syndication agent, each of the undersigned Loan Parties hereby
certifies that:


1.             The representations and warranties made by the Parent
Borrower pursuant to the Revolving 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 Parent Borrower pursuant to the Revolving 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, after giving effect to the Loans and to the application of the
proceeds therefrom, as if made on the date hereof; and


2.             [No Default or Event of Default under the Revolving
Credit Agreement exists (pro forma for the Merger and the financing thereof) on
the date hereof; provided that any Default or Event of Default resulting from
(x) the failure to provide any guarantee or collateral on the date hereof after
the use of commercially reasonable efforts by Holding 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 CDRSVM
Acquisition Co., Inc. (“Acquisition Co.”) 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 subsections 4.4 (other than the second sentence thereof), 4.12 and
4.15 of the Credit Agreement, shall in each case not



 H-1
 








constitute
a Default or Event of Default for the purposes hereof.](1) [No Default or Event
of Default has occurred or is continuing as of the date hereof.](2)






(1)           To be included only in
the Officer’s Certificate delivered on the Closing Date.


(2)           To be included only in
any Officer’s Certificate delivered following the Closing Date.



 H-2
 








IN WITNESS WHEREOF, the undersigned has hereunto set
[his] [her] name as of the date set forth below.


[                ]


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  	
   

  



Date:                  
    , 20    



 H-3















EXHIBIT I TO

REVOLVING
CREDIT AGREEMENT


FORM OF SECRETARY’S
CERTIFICATE


Pursuant to subsections 5.1(l), (m), (n) of the
Revolving Credit Agreement, dated as of July 24, 2007 (the “Revolving Credit
Agreement”; terms defined therein being used herein as therein defined),
among The ServiceMaster Company, a Delaware corporation (the “Parent
Borrower”), the U.S. Subsidiary Borrowers (as defined therein) from time to
time parties thereto, the Foreign Subsidiary Borrowers (as defined therein)
from time to time parties thereto (together with the U.S. Subsidiary Borrowers
and the Parent Borrower, the “Borrowers”), the several banks and other
financial institutions from time to time party thereto (the “Lenders”),
Citibank, N.A., as administrative agent, collateral agent and issuing bank for
the Lenders (“Administrative Agent”) and JPMorgan Chase Bank, N.A., as
syndication agent.


I, the duly elected and acting 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 24,
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.             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 Revolving Credit 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
Revolving Credit Agreement) to which it is a party.



 I-1
 









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
Subsection 5.1(f) of the Revolving Credit Agreement.


	
  Name

  	
   

  	
  Office

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 I-2
 









IN WITNESS WHEREOF, the Certifying Loan Party has
caused this certificate to be executed on its behalf by its Secretary, this
24th 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 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 24th day of July,
2007.


	
  

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



 I-3















ANNEX 1

TO EXHIBIT I


Board Resolutions













ANNEX 2

TO EXHIBIT I


By-Laws













ANNEX 3

TO EXHIBIT I


Certificate of
Incorporation


















EXHIBIT J TO

REVOLVING CREDIT AGREEMENT


FORM OF SWING LINE LOAN
PARTICIPATION CERTIFICATE


            
   , 200   


	
  [Name of Lender]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


Ladies and Gentlemen:


Pursuant to subsection 2.7(d) of the Revolving Credit
Agreement, dated as of July 24, 2007 (the “Revolving Credit Agreement”;
terms defined therein being used herein as therein defined), among The
ServiceMaster Company, a Delaware corporation (the “Parent Borrower”),
the U.S. Subsidiary Borrowers (as defined therein) from time to time parties
thereto, the Foreign Subsidiary Borrowers (as defined therein) from time to
time parties thereto (together with the U.S. Subsidiary Borrowers and the
Parent Borrower, the “Borrowers”), the several banks and other financial
institutions from time to time parties thereto (the “Lenders”),
Citibank, N.A., as administrative agent, collateral agent and issuing bank for
the Lenders (“Administrative Agent”) and JPMorgan Chase Bank, N.A., as
syndication agent, the undersigned hereby acknowledges receipt from you on the
date hereof of          DOLLARS ($            ) as payment for a participating
interest in the following Swing Line Loan:


Date of Swing Line Loan:


Principal Amount of Swing
Line Loan:


	
  

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CITIBANK, N.A.,

  	
   

  
	
   

  	
   as Swing Line Lender

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 



 J-1















EXHIBIT K TO

REVOLVING CREDIT AGREEMENT


FORM OF JOINDER AGREEMENT


JOINDER AGREEMENT, dated as of           
    ,        , made by
each of the corporations that are signatories hereto (the “Additional
Foreign Subsidiary Borrowers”) in favor of Citibank, N.A., organized under
the federal laws of the United States, as administrative agent (in such
capacity, the “Administrative Agent”), collateral agent and issuing bank
for the several banks and other lenders (the “Lenders”) from time to
time parties to the Revolving Credit Agreement, dated as of July 24, 2007,
among The ServiceMaster Company, a Delaware corporation (the “Parent
Borrower”), the U.S. Subsidiary Borrowers (as defined therein) from time to
time parties thereto, the Foreign Subsidiary Borrowers (as defined therein)
from time to time parties thereto (together with the U.S. Subsidiary Borrowers
and the Parent Borrower, the “Borrowers”), the Lenders, the
Administrative Agent and JPMorgan Chase Bank, N.A., as syndication agent, as
the same may be amended, supplemented, waived or otherwise modified from time
to time, together with any agreement extending the maturity of, or
restructuring, refunding, refinancing or increasing, all or any portion of the
Indebtedness under such agreement or any successor agreements (as so amended,
supplemented, waived or modified, and together with any such other agreement,
the “Revolving Credit Agreement”). 
Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the Revolving Credit Agreement.


W I T N E S S E T H:


WHEREAS,  the
parties to this Joinder Agreement wish to amend Schedule D to the Revolving
Credit Agreement in the manner hereinafter set forth;


WHEREAS, in order to [amend Schedule E to the
Revolving Credit Agreement to] add Subsidiaries as Additional Foreign
Subsidiary Borrowers, the Revolving Credit Agreement requires that the Parent
Borrower, such Subsidiaries and the Administrative Agent execute and deliver a
Joinder Agreement pursuant to which such Subsidiaries become Foreign Subsidiary
Borrowers under the Revolving Credit Agreement; and


WHEREAS, this Joinder Agreement is entered into
pursuant to subsection 10.1(f) of the Revolving Credit Agreement;


NOW, THEREFORE, in consideration of the premises, the
parties hereto hereby agree as follows:



 K-1
 









1.             Each
of the Additional Foreign Subsidiary Borrowers hereby acknowledges that it has
received and reviewed a copy of the Revolving Credit Agreement, and
acknowledges and agrees to:


(a)           join the Revolving Credit Agreement
as a Foreign Subsidiary Borrower;


(b)           be bound by all relevant covenants,
agreements and acknowledgments applicable to a Foreign Subsidiary Borrower
under the Revolving Credit Agreement; and


(c)           perform all applicable obligations
and duties required of it by the Revolving Credit Agreement.


2.             Each
of the undersigned Additional Foreign Subsidiary Borrowers hereby represents
and warrants that the representations and warranties with respect to it
contained in Section 5 of the Revolving Credit Agreement and each of the other
Loan Documents to which such Additional Foreign Subsidiary Borrower is a party
or which are contained in any certificate furnished by or on behalf of such
Additional Foreign Subsidiary Borrower are true and correct on the date hereof.


3.             Schedule
E to the Revolving Credit Agreement is hereby amended to include the Additional
Foreign Subsidiary Borrowers that are signatories hereto.


4.             The
address and jurisdiction of incorporation of each of the Additional Foreign
Subsidiary Borrowers is set forth in Annex 1 to this Joinder Agreement.


THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.



 K-2
 









IN WITNESS WHEREOF, each
of the undersigned has caused this Joinder Agreement to be duly executed and
delivered in New York, New York by its proper and duly authorized officer as of
the date set forth below.


	
  

  	
  [NAME OF
  ADDITIONAL FOREIGN SUBSIDIARY

  BORROWER]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Dated:           
     ,      

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [LIST ANY OTHER
  ADDITIONAL FOREIGN

  
	
   

  	
  SUBSIDIARY
  BORROWER]

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE
  SERVICEMASTER COMPANY, as Parent Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


	
  ACKNOWLEDGED AND AGREED TO:

  	
   

  
	
   

  	
   

  
	
  CITIBANK, N.A.,

  	
   

  	
   

  
	
  as
  Administrative Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 



 K-3















Annex 1 to

Joinder Agreement


Additional Foreign Subsidiary Borrowers


Address        Jurisdiction
of Incorporation



 K-1-1















EXHIBIT L TO

REVOLVING CREDIT AGREEMENT


FORM OF LETTER OF CREDIT
REQUEST


No.                     (1)                                                                                                                Dated
                 


Citibank, N.A.. [or name of other Issuing bank], as
Issuing Bank and Administrative Agent, under the Revolving Credit Agreement, dated
as of July 24, 2007 (as amended, amended and restated, modified or supplemented
from time to time, the “Revolving Credit Agreement”), among The
ServiceMaster Company, a Delaware corporation (the “Parent Borrower”),
the U.S. Subsidiary Borrowers (as defined therein) from time to time parties
thereto, the Foreign Subsidiary Borrowers (as defined therein) from time to
time parties thereto (together with the U.S. Subsidiary Borrowers and the
Parent Borrower, the “Borrowers”), the several banks and other financial
institutions from time to time party thereto (the “Lenders”), Citibank
N.A., as administrative agent and collateral agent for the Lenders (the “Administrative
Agent”), and JPMorgan Chase Bank, N.A., as syndication agent.  Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to such terms in the Revolving
Credit Agreement.


Citibank, N.A.,


as Administrative Agent for the Lenders referred to below,


390 Greenwich Street


New York, NY 10013


 


	
  

  	
   

  
	
   

  	
   

  



Attention: [                ]






(1)           Facility Letter of Credit Request
Number.



 L-1
 









[with a copy to:




	
   

  	
   

  
	
   

  	
   

  
	
  Attention:                 ](2)

  



 


Ladies and Gentlemen:


Pursuant to subsection 2.6 of the Revolving Credit
Agreement, the undersigned hereby requests that the Issuing Bank referred to
above [issue] [amend](3) [renew] [extend] a Letter of Credit for the account of
the undersigned on                                (4)(the
“Date of Issuance”) in the aggregate stated amount of $                               .(5)


For purposes of this Letter of Credit Request, unless
otherwise defined, all capitalized terms used herein that are defined in the
Revolving Credit Agreement shall have the respective meanings provided therein.


The beneficiary of the requested Letter of Credit
[will be] [is]                    ,(6)
and such Letter of Credit [will be] [is] in support of                   (7)
and [will have] [has] a stated expiration date of                        .(8)


The undersigned hereby
certifies that:


(a)           The  representations and warranties contained in
the Revolving Credit Agreement or in the other Loan Documents are true and
correct in all material respects as 






(2)           Insert
name and address of Issuing Bank in the case of a Letter of Credit Request to
any Issuing Bank other than Citibank N.A.


(3)           If an amendment,
include a description of the proposed amendment.


(4)           Date
of Issuance.


(5)           Aggregate
initial stated amount of Letter of Credit.


(6)           Insert
name and address of beneficiary.


(7)           Insert
description of supported obligations and name of agreement to which it relates,
if any.


(8)           Insert
last date upon which drafts may be presented.



 L-2
 









of the date hereof,
except to the extent such representations and warranties expressly relate to an
earlier date, in which case such representations and warranties were true and
correct in all material respects as of such earlier date.


(b)           No
Default or Event of Default has occurred and is continuing as of the date
hereof nor, immediately after giving effect to the issuance of the Letter of
Credit requested hereby, would such a Default or Event of Default occur.


Copies of all documentation with respect to the
supported transaction are attached hereto.


	
  

  	
  THE SERVICEMASTER COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



 L-3














EXHIBIT M TO

REVOLVING CREDIT AGREEMENT


FORM OF FOREIGN
SUBSIDIARY BORROWER TERMINATION


Citibank, N.A.,

as Administrative Agent

for the Lenders referred to below

c/o Citibank, N.A., as Administrative Agent

390 Greenwich Street

New York, New York 10013


[Date]


Ladies and Gentlemen:


The undersigned, THE SERVICEMASTER COMPANY, a Delaware
corporation (the “Parent Borrower”),  refers to the
Revolving Credit Agreement, dated as of July 24, 2007 (as amended,
supplemented, waived or otherwise modified from time to time, the “Revolving
Credit Agreement”), among the Parent Borrower, the U.S. Subsidiary
Borrowers (as defined therein) from time to time parties thereto, the Foreign
Subsidiary Borrowers (as defined therein) from time to time parties thereto,
the Lenders, the Administrative Agent, and the other agents parties thereto, as
the same may be amended, supplemented, waived or otherwise modified from time
to time, together with any agreement extending the maturity of, or
restructuring, refunding, refinancing or increasing, all or any portion of the
Indebtedness under such agreement or any successor agreements (as so amended,
supplemented, waived or modified, and together with any such other agreement,
the “Revolving Credit Agreement”). Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to them in the Revolving Credit
Agreement.


The Parent Borrower hereby terminates the status of
[                  ] (the “Terminated
Foreign Subsidiary Borrower”)  as a Foreign
Subsidiary Borrower under the Revolving Credit Agreement.  The Parent Borrower represents and warrants
that no Loans made to, or Letters of Credit issued for the account of, the
Terminated Foreign Subsidiary Borrower are outstanding as of the date hereof
and that all amounts payable by the Terminated Foreign Subsidiary Borrower in
respect of interest and/or fees or in respect of Letters of Credit (and, to the
extent notified by the Administrative Agent or any Lender, any other amounts
payable under the Revolving Credit Agreement) pursuant to the Revolving Credit
Agreement have been paid in full on or prior to the date hereof.


Very truly yours,



 M-1
 








 


	
  

  	
  THE SERVICEMASTER COMPANY

  
	
   

  	
  as Parent Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 



 M-2















EXHIBIT N TO

REVOLVING CREDIT AGREEMENT


FORM OF SECURITY
AGREEMENT


See Exhibit 10.8



 N-1