EXHIBIT
10.15


INTERCREDITOR AGREEMENT


 


by and between


CITIBANK, N.A.,


as Revolving
Credit Agent,


and


CITIBANK, N.A.,


as Term Loan Agent


Dated as of July 24, 2007


 















 


TABLE OF
CONTENTS


	
  

  	
   

  	
   

  	
   

  	
   

  	
  Page

  	
   

  
	
   

  	
   

  	
  ARTICLE
  1.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DEFINITIONS

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.1.

  	
   

  	
  UCC Definitions

  	
   

  	
   

  	
  2

  	
   

  
	
  Section 1.2.

  	
   

  	
  Other Definitions

  	
   

  	
   

  	
  2

  	
   

  
	
  Section 1.3.

  	
   

  	
  Rules of Construction

  	
   

  	
   

  	
  14

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  2.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LIEN
  PRIORITY

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.1.

  	
   

  	
  Pari Passu Liens

  	
   

  	
   

  	
  14

  	
   

  
	
  Section 2.2.

  	
   

  	
  Waiver of Right to
  Contest Liens

  	
   

  	
   

  	
  15

  	
   

  
	
  Section 2.3.

  	
   

  	
  [Reserved]

  	
   

  	
   

  	
  16

  	
   

  
	
  Section 2.4.

  	
   

  	
  Exercise of Rights

  	
   

  	
   

  	
  16

  	
   

  
	
  Section 2.5.

  	
   

  	
  No New Liens

  	
   

  	
   

  	
  17

  	
   

  
	
  Section 2.6.

  	
   

  	
  Restricted Assets

  	
   

  	
   

  	
  17

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  3.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ACTIONS
  OF THE PARTIES

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.1.

  	
   

  	
  Certain Actions
  Permitted

  	
   

  	
   

  	
  18

  	
   

  
	
  Section 3.2.

  	
   

  	
  Agent for Perfection

  	
   

  	
   

  	
  18

  	
   

  
	
  Section 3.3.

  	
   

  	
  Sharing of Information
  and Access

  	
   

  	
   

  	
  19

  	
   

  
	
  Section 3.4.

  	
   

  	
  Insurance

  	
   

  	
   

  	
  19

  	
   

  
	
  Section 3.5.

  	
   

  	
  No Additional Rights
  for the Credit Parties Hereunder

  	
   

  	
   

  	
  19

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  4.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  APPLICATION
  OF PROCEEDS

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.1.

  	
   

  	
  Application of Proceeds

  	
   

  	
   

  	
  19

  	
   

  
	
  Section 4.2.

  	
   

  	
  Specific Performance

  	
   

  	
   

  	
  20

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  5.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INTERCREDITOR
  ACKNOWLEDGMENTS AND WAIVERS

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.1.

  	
   

  	
  [Reserved]

  	
   

  	
   

  	
  20

  	
   

  
	
  Section 5.2.

  	
   

  	
  Modifications to
  Secured Debt Documents

  	
   

  	
   

  	
  20

  	
   

  
	
  Section 5.3.

  	
   

  	
  Reinstatement and Continuation of Agreement

  	
   

  	
   

  	
  21

  	
   

  
									



 



 i
 








 


	
  

  	
   

  	
  ARTICLE 6.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [RESERVED]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE 7.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MISCELLANEOUS

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.1.

  	
   

  	
  [Reserved]

  	
   

  	
   

  	
  22

  	
   

  
	
  Section 7.2.

  	
   

  	
  Further Assurances

  	
   

  	
   

  	
  22

  	
   

  
	
  Section 7.3.

  	
   

  	
  Representations

  	
   

  	
   

  	
  22

  	
   

  
	
  Section 7.4.

  	
   

  	
  Amendments

  	
   

  	
   

  	
  22

  	
   

  
	
  Section 7.5.

  	
   

  	
  Addresses for Notices

  	
   

  	
   

  	
  23

  	
   

  
	
  Section 7.6.

  	
   

  	
  No Waiver; Remedies

  	
   

  	
   

  	
  23

  	
   

  
	
  Section 7.7.

  	
   

  	
  Continuing Agreement; Transfer of Secured
  Obligations

  	
   

  	
   

  	
  23

  	
   

  
	
  Section 7.8.

  	
   

  	
  Governing Law; Entire Agreement

  	
   

  	
   

  	
  24

  	
   

  
	
  Section 7.9.

  	
   

  	
  Counterparts

  	
   

  	
   

  	
  24

  	
   

  
	
  Section 7.10.

  	
   

  	
  No Third-Party Beneficiaries

  	
   

  	
   

  	
  24

  	
   

  
	
  Section 7.11.

  	
   

  	
  Designation of Additional Indebtedness; Joinder of
  Additional Agents

  	
   

  	
   

  	
  24

  	
   

  
	
  Section 7.12.

  	
   

  	
  Headings

  	
   

  	
   

  	
  25

  	
   

  
	
  Section 7.13.

  	
   

  	
  Severability

  	
   

  	
   

  	
  26

  	
   

  
	
  Section 7.14.

  	
   

  	
  Attorneys’ Fees

  	
   

  	
   

  	
  26

  	
   

  
	
  Section 7.15.

  	
   

  	
  Venue; Jury Trial Waiver

  	
   

  	
   

  	
  26

  	
   

  
	
  Section 7.16.

  	
   

  	
  Intercreditor Agreement

  	
   

  	
   

  	
  26

  	
   

  
	
  Section 7.17.

  	
   

  	
  No Warranties or Liability

  	
   

  	
   

  	
  27

  	
   

  
	
  Section 7.18.

  	
   

  	
  Conflicts

  	
   

  	
   

  	
  27

  	
   

  
	
  Section 7.19.

  	
   

  	
  Information Concerning Financial Condition of the
  Credit Parties

  	
   

  	
   

  	
  27

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBITS:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit A

  	
   

  	
  Additional Indebtedness Designation

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit B

  	
   

  	
  Additional Indebtedness Joinder

  	
   

  	
   

  	
   

  	
   

  



 



 ii















INTERCREDITOR AGREEMENT


This INTERCREDITOR AGREEMENT (as amended,
supplemented, waived or otherwise modified from time to time pursuant to the
terms hereof, this “Agreement”) is entered
into as of July 24, 2007 between CITIBANK, N.A., in its capacities as
administrative agent and collateral agent (together with its successors and
assigns in such capacities, the “Revolving Credit Agent”) for the
financial institutions party from time to time to the Revolving Credit
Agreement referred to below (such financial institutions, together with their
successors, assigns and transferees, the “Revolving Credit Lenders” and,
together with affiliates thereof or other Persons in their capacity as
Revolving Credit Bank Products Affiliates or Revolving Credit Hedging Parties
(in each case, as hereinafter defined), the “Revolving Creditors”), and
CITIBANK, N.A., in its capacities as administrative agent and collateral agent
(together with its successors and assigns in such capacities, the “Term Loan
Agent”) for the financial institutions party from time to time to the Term
Loan Credit Agreement referred to below (such financial institutions, together
with their successors, assigns and transferees, the “Term Loan Lenders”
and, together with affiliates thereof or other Persons in their capacity as
Term Loan Bank Products Affiliates or Term Loan Hedging Parties (in each case,
as herein defined), the “Term Loan Creditors”).  Capitalized terms used herein without other
definition are used as defined in Article 1 hereof.


RECITALS


A.            Pursuant
to that certain Credit Agreement dated as of the date hereof by and among The
ServiceMaster Company, a Delaware corporation (together with its successors and
assigns, the “Parent Borrower”), TruGreen Limited Partnership, a
Delaware limited partnership (“TruGreen”), The Terminix International
Company Limited Partnership, a Delaware limited partnership (together with the
Parent Borrower, TruGreen and its and their respective successors and assigns,
the “U.S. Borrowers”), the Revolving Credit Foreign Borrowers party
thereto from time to time as borrowers the Revolving Credit Lenders and the
Revolving Credit Agent (as such agreement may be amended, supplemented,
restated or otherwise modified from time to time, and as more particularly
defined herein, the “Revolving Credit  Agreement”), the Revolving
Credit Lenders have agreed to make certain loans and other financial accommodations
to or for the benefit of the Revolving Credit Borrowers.


B.            Pursuant
to certain guaranty agreements and security agreements dated as of the date
hereof (together, the “Revolving Credit Guaranties”) by the Revolving
Credit Guarantors in favor of the Revolving Credit Agent, the Revolving Credit
Guarantors have agreed to guarantee the payment and performance of certain
obligations of one or more of the Revolving Credit Borrowers under the Revolving
Credit Documents, as more particularly provided therein.


C.            As
a condition to the effectiveness of the Revolving Credit Agreement and to secure
the obligations of the Revolving Credit Borrowers and the Revolving Credit
Guarantors (the Revolving Credit Borrowers, the Revolving Credit Guarantors and
each other Subsidiary of the Parent Borrower that is now or hereafter becomes a
party to any Revolving Credit Document, together, the “Revolving Credit
Parties”) under and in connection with the Revolving Credit Documents, the
Revolving Credit Parties have granted to the Revolving Credit Agent (for the
benefit of the Revolving Creditors) Liens on the Collateral, as more particularly
provided therein.


D.            Pursuant
to that certain Credit Agreement dated as of the date hereof by and among
CDRSVM Acquisition Co., Inc. (the rights and obligations of which are to be
assumed by the Parent Borrower) (in its capacity as borrower under Term Loan
Credit Agreement, the “Term Loan Borrower”), the Term Loan Lenders and
the Term Loan Agent (as such agreement may be amended, supplemented, restated
or otherwise modified from time to time, and as more particularly defined
herein, the 













“Term Loan Credit Agreement”), the Term Loan
Creditors have agreed to make certain loans and other financial accommodations
to or for the benefit of the Term Loan Borrower.


E.             Pursuant
to certain guaranty agreements and security agreements dated as of the date
hereof (together, the “Term Loan Guaranties”) by the Term Loan Guarantors
in favor of the Term Loan Agent, the Term Loan Guarantors have agreed to
guarantee the payment and performance of the Term Loan Borrower’s obligations
under the Term Loan Documents, as more particularly provided therein.


F.             As
a condition to the effectiveness of the Term Loan Credit Agreement and to
secure the obligations of the Term Loan Borrower and the Term Loan Guarantors
(the Term Loan Borrower, the Term Loan Guarantors and each other Subsidiary of the
Term Loan Borrower that is now or hereafter becomes a party to any Term Loan
Document, together, the “Term Loan Credit Parties”) under and in connection
with the Term Loan Documents, the Term Loan Credit Parties have granted to the
Term Loan Agent (for the benefit of the Term Loan Creditors) Liens on the
Collateral, as more particularly provided therein.


G.            Pursuant
to this Agreement, the Parent Borrower may, from time to time, designate certain
additional Indebtedness of any Credit Party as “Additional Indebtedness” by
executing and delivering an Additional Indebtedness Designation and by
complying with the procedures set forth in Section 7.11, and the holders of
such Additional Indebtedness and any other applicable Additional Creditors
shall thereafter constitute Secured Creditors and any Additional Agent therefor
shall thereafter constitute a Secured Party Agent for all purposes under this
Agreement.


H.            Each
of the Revolving Credit Agent (on behalf of the Revolving Credit Creditors) and
the Term Loan Agent (on behalf of the Term Loan Creditors) and, by their acknowledgment
hereof, the Revolving Credit Parties and the Term Loan Credit Parties desire to
agree to the relative priority of Liens on the Collateral and certain other
rights, priorities and interests as provided herein.


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


ARTICLE
1.


DEFINITIONS


Section 1.1.    UCC Definitions.  The following terms which are defined in the
Uniform Commercial Code are used herein as so defined:  Accounts, Chattel Paper, Deposit Accounts,
Documents, Electronic Chattel Paper, Equipment, Financial Assets, Instruments,
Inventory, Investment Property, Letter-of-Credit Rights, Money, Payment
Intangibles, Promissory Notes, Records, Securities Accounts, Security, Security
Entitlements, Supporting Obligations, and Tangible Chattel Paper.


Section 1.2.    Other Definitions.  As used in this Agreement, the following
terms shall have the meanings set forth below:


“Additional Agent” shall mean any one or more
agents, trustees or other representatives for or of any one or more Additional
Credit Facility Creditors, and shall include any successor thereto, as well as
any Person designated as an “Agent” under any Additional Credit Facility.



 2
 









“Additional Bank Products Affiliate” shall mean
any Additional Credit Facility Creditor or any Affiliate of any Additional Credit
Facility Creditor that has entered into a Bank Products Agreement with a Credit
Party with the obligations of such Credit Party thereunder being secured by one
or more Additional Collateral Documents.


“Additional Borrower” shall mean any Additional
Credit Party that incurs or issues Additional Indebtedness.


“Additional Collateral Documents” shall mean
all “Security Documents” as defined in any Additional Credit Facility, and in
any event shall include all security agreements, mortgages, deeds of trust,
pledges and other collateral documents executed and delivered in connection
with any Additional Credit Facility, in each case as the same may be amended,
modified or supplemented from time to time.


“Additional Credit Facilities” shall mean any
one or more agreements, instruments and documents under which any Additional
Indebtedness is or may be incurred, including without limitation any credit
agreements, loan agreements, indentures or other financing agreements, in each
case as the same may be amended, modified or supplemented from time to time,
together with any other agreement extending the maturity of, consolidating,
restructuring, refunding, replacing or refinancing all or any portion of the
Additional Obligations, whether by the same or any other lender, debtholder or
group of lenders or debtholders, or the same or any other agent, trustee or
representative therefor, and whether or not increasing the amount of any Indebtedness
that may be incurred thereunder.


“Additional Credit Facility Creditors” shall
mean one or more holders of Additional Indebtedness (or commitments therefor)
that is or may be incurred under one or more Additional Credit Facilities.


“Additional Credit Party” shall mean the Parent
Borrower and each Subsidiary of the Parent Borrower that is or becomes a party
to any Additional Document.


“Additional Creditors” shall mean one or more
Additional Credit Facility Creditors and shall include all Additional Bank
Product Affiliates and Additional Hedging Parties and all successors, assigns, transferees
and replacements thereof, as well as any Person designated as an “Additional
Creditor” under any Additional Credit Facility; and with respect to any
Additional Agent, shall mean the Additional Creditors represented by such
Additional Agent.


“Additional Documents” shall mean any
Additional Credit Facilities, any Additional Guaranties, any Additional
Collateral Documents, any Bank Product Agreements between any Credit Party and
any Additional Bank Products Affiliate, any Hedging Agreements between any
Credit Party and any Additional Hedging Party, those other ancillary agreements
as to which any Additional Secured Party is a party or a beneficiary and all
other agreements, instruments, documents and certificates, now or hereafter
executed by or on behalf of any Credit Party or any of its respective
Subsidiaries or Affiliates and delivered to any Additional Agent in connection
with any of the foregoing or any Additional Credit Facility, in each case as
the same may be amended, modified or supplemented from time to time.


“Additional Effective Date” shall have the
meaning set forth in Section 7.11(b).


“Additional Guaranties” shall mean any one or
more guarantees of any Additional Obligations of any Additional Credit Party by
any other Additional Credit Party in favor of any Additional Secured Party.



 3
 









“Additional Guarantor” shall mean any
Additional Credit Party that at any time has provided an Additional Guaranty.


“Additional Hedging Party” shall mean any
Additional Credit Facility Creditor or any Affiliate of any Additional Credit
Facility Creditor, or any other Person designated by the Parent Borrower, in
each case that has entered into a Hedging Agreement with any Credit Party with
the obligations of such Credit Party thereunder being secured by one or more
Additional Collateral Documents.


“Additional Indebtedness” shall mean any
Additional Specified Indebtedness that (x) is permitted to be secured by a Lien
on any Collateral by subsection 7.2 of the Term Loan Credit Agreement
(regardless of whether the Term Loan Credit Agreement is then in effect) and
(until the Discharge of Revolving Credit Obligations) by subsection 7.2 of the
Revolving Credit Agreement and (y) is designated as “Additional Indebtedness”
by the Parent Borrower pursuant to an Additional Indebtedness Designation and
in compliance with the procedures set forth in Section 7.11, provided
that such Additional Specified Indebtedness (i) has terms that taken as a
whole are not materially more restrictive than those applicable to the Term
Loan Credit Agreement and the Revolving Credit Agreement (as determined in good
faith by the Parent Borrower) and (ii) has a final maturity that is after the
final maturity of the Term Loan Credit Agreement.


“Additional Indebtedness Designation” shall
mean a certificate of the Parent Borrower with respect to Additional Indebtedness,
substantially in the form of Exhibit A.


“Additional Indebtedness Joinder” shall mean a
joinder agreement executed by one or more Additional Agents in respect of any
Additional Indebtedness subject to an Additional Indebtedness Designation on
behalf of one or more Additional Creditors in respect of such Additional Indebtedness,
substantially in the form of Exhibit B.


“Additional Obligations” shall mean all
obligations of every nature of each Additional Credit Party from time to time
owed to any Additional Agent, any Additional Creditors or any of them,
including any Additional Bank Products Affiliates or Additional Hedging
Parties, under any Additional Document, whether for principal, interest
(including interest which, but for the filing of a petition in bankruptcy with
respect to such Additional Credit Party, would have accrued on any Additional
Obligation, whether or not a claim is allowed against such Additional Credit
Party for such interest in the related bankruptcy proceeding), reimbursement of
amounts drawn under letters of credit, payments for early termination of
Hedging Agreements, fees, expenses, indemnification or otherwise, and all other
amounts owing or due under the terms of the Additional Documents, as amended,
restated, modified, renewed, refunded, replaced or refinanced in whole or in
part from time to time.


“Additional Specified Indebtedness” shall mean
any Indebtedness (as defined in the Term Loan Credit Agreement) that is or may
from time to time be incurred by any Credit Party in compliance with subsection
7.1 of the Term Loan Credit Agreement (regardless of whether the Term Loan
Credit Agreement is then in effect) and (until the Discharge of Revolving
Credit Obligations) by subsection 7.1 of the Revolving Credit Agreement, other
than any such Indebtedness so incurred pursuant to clause (b)(ii), (b)(iii)
(but only any such Indebtedness incurred under the Senior Interim Loan Facility
(as defined in the Term Loan Credit Agreement or the Revolving Credit
Agreement, as applicable), the Existing Notes (as defined in the Term Loan
Credit Agreement or the Revolving Credit Agreement, as applicable) and
Refinancing Indebtedness (as defined in the Term Loan Credit Agreement or the
Revolving Credit Agreement, as applicable) incurred in respect of Indebtedness
under the Senior Interim Loan Facility, the Existing Notes or Indebtedness
incurred in compliance with subsection 7.1(a)), (b)(vii), (b)(ix) (other than
Indebtedness consisting of Special Purpose Financing Undertakings, as defined
in the Term Loan Credit 



 4
 









Agreement or the Revolving Credit Agreement, as
applicable) or (b)(xiii) of subsection 7.1 of the Term Loan Agreement and
(until the Discharge of Revolving Credit Obligations) of subsection 7.1 of the
Revolving Credit Agreement.


“Affiliate” shall
mean with respect to any Person, any other Person which, directly or indirectly,
is in control of, is controlled by, or is under common control with, such Person.  For purposes of this definition, “control” of
a Person means the power, directly or indirectly, either to (a) vote 20% or
more of the securities having ordinary voting power for the election of
directors of such Person or (b) direct or cause the direction of the management
and policies of such Person, whether by contract or otherwise.


“Agent” shall mean
any Secured Party Agent.


“Agreement” shall
have the meaning assigned thereto in the Preamble hereto.


“Bank Products Agreement” shall mean any
agreement pursuant to which a bank or other financial institution agrees to
provide treasury or cash management services (including, without limitation,
controlled disbursement, automated clearinghouse transactions, return items,
netting, overdrafts and interstate depository network services).


“Bankruptcy Code” shall mean title 11 of the
United States Code.


“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.


“Capital Stock” shall mean any and all shares,
interests, participations or other equivalents (however designated) of capital
stock of a corporation, any and all equivalent ownership interests in a Person
(other than a corporation) and any and all warrants or options to purchase any
of the foregoing.


“Cash Collateral” shall mean any Collateral
consisting of Money or Cash Equivalents, any Security Entitlement and any
Financial Assets.


“Cash Equivalents” shall mean 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 Term Loan Lender, Revolving Credit Lender or lender under any
Additional 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 Standard & Poor’s Ratings Group (a division of The McGraw Hill Companies
Inc.), and its successors (“S&P”) or at least P-2 or the equivalent
thereof by Moody’s Investors Service, Inc., and its successors (“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 of the Parent Borrower.



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“Collateral” shall
mean all Property now owned or hereafter acquired by the Parent Borrower or any
Guarantor in or upon which a Lien is granted or purported to be granted to any
Agent under any of the Revolving Credit Collateral Documents, the Term Loan
Collateral Documents or the Additional Collateral Documents, together with all
rents, issues, profits, products, and Proceeds thereof, but excluding Revolving
Credit Foreign Collateral.  For the
avoidance of doubt, Collateral shall not include any Excluded Assets.


“Collateral Documents” shall mean the Term Loan
Collateral Documents, the Revolving Credit Collateral Documents and the
Additional Collateral Documents.


“Common Mortgaged Collateral” shall mean any
Collateral consisting of real estate in which a security interest is created
pursuant to a mortgage in favor of any Secured Party Agent for the benefit of
the Secured Parties represented thereby and other Secured Parties, in each case
as such mortgage may be amended, supplemented or replaced from time to time in
connection with the grant of any Lien in such Collateral for the benefit of any
Additional Secured Parties.


“Control Collateral” shall mean any Collateral
consisting of any certificated Security, Investment Property, Deposit Account,
Instruments and any other Collateral as to which a Lien may be perfected
through possession or control by the secured party or any agent therefor.


“Credit Documents” shall mean the Revolving
Credit Documents, the Term Loan Documents and any Additional Documents.


“Credit Parties” shall mean the Revolving
Credit Parties, the Term Loan Credit Parties and any Additional Credit Parties.


“Creditor” shall
mean any Secured Creditor.


“Discharge of Additional Obligations” shall
mean, if any Indebtedness shall at any time have been incurred under any
Additional Credit Facility, (a) the payment in full in cash of the applicable
Additional Obligations that are outstanding and unpaid (including interest
accruing on and after the commencement of any Insolvency Proceeding at the rate
set forth in the applicable Additional Credit Facility) at the time all
Additional Indebtedness under such Additional Credit Facility is paid in full
in cash, including (if applicable), with respect to amounts available to be
drawn under outstanding letters of credit issued thereunder (or indemnities or
other undertakings issued pursuant thereto in respect of outstanding letters of
credit) delivery or provision of cash or backstop letters of credit in respect
thereof in compliance with the terms of any such Additional Credit Facility
(which shall not exceed an amount equal to 105% of the aggregate undrawn amount
of such letters of credit) and (b) the termination of all then outstanding
commitments to extend credit under the applicable Additional Credit Facility.


“Discharge of Revolving Credit Obligations”
shall mean (a) the payment in full in cash of the applicable Revolving Credit
Obligations that are outstanding and unpaid (including interest accruing on and
after the commencement of any Insolvency Proceeding at the rate set forth in
the applicable Revolving Credit Agreement) at the time all Indebtedness under
the applicable Revolving Credit Agreement is paid in full in cash, including
(if applicable), with respect to amounts available to be drawn under outstanding
letters of credit issued thereunder (or indemnities or other undertakings
issued pursuant thereto in respect of outstanding letters of credit) delivery
or provision of cash or backstop letters of credit in respect thereof in
compliance with the terms of any such Revolving Credit Agreement (which shall
not exceed an amount equal to 105% of the aggregate undrawn amount of such
letters of credit), and (b) the termination of all then outstanding commitments
to extend credit under the Revolving Credit Documents.



 6
 









“Discharge of Revolving Credit Obligations and Term
Loan Obligations” shall mean shall mean that the Discharge of Revolving
Credit Obligations and the Discharge of Term Loan Obligations shall both have occurred.


“Discharge of Secured Obligations” shall mean
the occurrence of all of the Discharge of Term Loan Obligations, the Discharge
of Revolving Credit Obligations and the Discharge of Additional Obligations.


“Discharge of Term Loan Obligations” shall mean
(a) the payment in full in cash of the applicable Term Loan Obligations that
are outstanding and unpaid (including interest accruing on and after the
commencement of any Insolvency Proceeding at the rate set forth in the
applicable Term Loan Credit Agreement) at the time all Indebtedness under the
applicable Term Loan Credit Agreement is paid in full in cash, including (if
applicable), with respect to amounts available to be drawn under outstanding
letters of credit issued thereunder (or indemnities or other undertakings
issued pursuant thereto in respect of outstanding letters of credit) delivery
or provision of cash or backstop letters of credit in respect thereof in
compliance with the terms of any such Term Loan Credit Agreement (which shall
not exceed an amount equal to 105% of the aggregate undrawn amount of such
letters of credit) and (b) the termination of all then outstanding
commitments to extend credit under the Term Loan Documents.


“Event of Default” shall mean an Event of
Default under any Revolving Credit Agreement, any Term Loan Credit Agreement or
any Additional Credit Facility.


“Excluded Assets” shall have the meaning set
forth (i) prior to the Discharge of Revolving Credit Obligations and Term Loan
Obligations, in the applicable Revolving Credit Collateral Documents and the
applicable Term Loan Collateral Documents, and (ii) from and after the
Discharge of Revolving Credit Obligations and Term Loan Obligations, in any
applicable Additional Collateral Documents. 
In addition, Excluded Assets shall include (a) from and after the
Discharge of Term Loan Obligations, any cash provided with respect to amounts
available to be drawn under outstanding letters of credit as contemplated by
the definition of such term, unless and until any Term Loan Obligations shall
be reinstated pursuant to Section 5.3, (b) from and after the Discharge of
Revolving Credit Obligations, any cash provided with respect to amounts
available to be drawn under outstanding letters of credit as contemplated by
the definition of such term, unless and until any Revolving Credit Obligations
shall be reinstated pursuant to Section 5.3, and (c) from and after any
Discharge of Additional Obligations, any cash provided with respect to amounts
available to be drawn under outstanding letters of credit as contemplated by
the definition of such term, unless and until any applicable Additional
Obligations shall be reinstated pursuant to Section 5.3.


“Exercise Any Secured Creditor Remedies” or “Exercise
of Secured Creditor Remedies” shall mean:


(a)           the
taking of any action to enforce or realize upon any Lien, including the institution
of any foreclosure proceedings or the noticing of any public or private sale
pursuant to Article 9 of the Uniform Commercial Code;


(b)           the
exercise of any right or remedy provided to a secured creditor on account of a
Lien under any of the Credit Documents, under applicable law, in an Insolvency
Proceeding or otherwise, including the election to retain any of the Collateral
in satisfaction of a Lien;



 7
 









(c)           the
taking of any action or the exercise of any right or remedy in respect of the
collection on, set off against, marshaling of, injunction respecting or
foreclosure on the Collateral or the Proceeds thereof;


(d)           the
appointment of a receiver, receiver and manager or interim receiver of all or
part of the Collateral;


(e)           the
sale, lease, license, or other disposition of all or any portion of the Collateral
by private or public sale or any other means permissible under applicable law;


(f)            the
exercise of any other right of a secured creditor under Part 6 of Article 9 of
the Uniform Commercial Code;


(g)           the
exercise of any voting rights relating to any Capital Stock included in the
Collateral; and


(h)           the
delivery of any notice, claim or demand relating to the Collateral to any Person
(including any securities intermediary, depository bank or landlord) in
possession or control of any Collateral.


For the avoidance of doubt, filing a proof of claim in
bankruptcy court or seeking adequate protection shall not be deemed to be an
Exercise of Secured Creditor Remedies.


“Existing Notes Indenture” shall mean 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 same parties, 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, as in effect on the Closing Date.


“Existing Notes Trustee” shall mean The Bank of
New York, successor to Harris Trust and Savings Bank, as trustee under the
Existing Notes Indenture.


“Financing Lease” shall mean any lease of
property, real or personal, the obligations of the lessee in respect of which
are required in accordance with GAAP to be capitalized on a balance sheet of
the lessee.


“Foreign Subsidiary” shall mean any Subsidiary
of the Parent Borrower (x) that is organized and existing under the laws of any
jurisdiction outside of the United States of America or (y) that is a Subsidiary
of the Parent Borrower and has no material assets other than securities or
Indebtedness of one or more Foreign Subsidiaries (or Subsidiaries thereof), and
intellectual property relating to Foreign Subsidiaries (or Subsidiaries
thereof) and other assets relating to an ownership interest in any such
securities, Indebtedness, intellectual property or Subsidiaries.


“Governmental Authority” shall mean 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.



 8














“Guarantor” shall
mean any of the Revolving Credit Guarantors, the Term Loan Guarantors and any
Additional Guarantors.


“Hedging Agreement” shall mean any interest
rate, foreign currency, commodity or equity swap, collar, cap, floor or forward
rate agreement, or other agreement or arrangement designed to protect against
fluctuations in interest rates or currency, commodity or equity values
(including, without limitation, any option with respect to any of the foregoing
and any combination of the foregoing agreements or arrangements), and any
confirmation executed in connection with any such agreement or arrangement.


“Holdings” means CDRSVM Holdings, Inc.


“Indebtedness”
shall have the meaning assigned thereto in the Revolving Credit Agreement, the
Term Loan Credit Agreement or any Additional Credit Facility, respectively, as
applicable.


“Insolvency Proceeding” shall mean (a) any
case, action or proceeding before any court or other governmental authority
relating to bankruptcy, reorganization, insolvency, liquidation, receivership,
dissolution, winding-up or relief of debtors, or (b) any general assignment for
the benefit of creditors, composition, marshalling of assets for creditors or
other similar arrangement in respect of its creditors generally or any substantial
portion of its creditors; in each case covered by clauses (a) and (b) undertaken
under United States Federal, State or foreign law, including the Bankruptcy
Code.


“Lien”
shall mean 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).


“Lien Priority” shall mean, with respect to any
Lien of the Revolving Credit Agent, the Revolving Creditors, the Term Loan
Agent, the Term Loan Creditors, any Additional Agent or any Additional
Creditors in the Collateral, the order of priority of such Lien as specified in
Section 2.1.


“Maximum Aggregate Secured Amount” shall have
the meaning assigned thereto in Section 2.6.


“Pari Passu Lien” shall mean a Lien granted (a)
by a Term Loan Collateral Document to the Term Loan Agent, (b) by a Revolving
Credit Collateral Document to the Revolving Credit Agent or (c) by an
Additional Collateral Document to any Additional Agent.


“Party” shall mean
any of the Revolving Credit Agent, the Term Loan Agent or any Additional Agent,
and “Parties” shall mean all of the Revolving Credit Agent, the Term
Loan Agent and any Additional Agent.


“Person” shall
mean an individual, partnership, corporation, limited liability company,
business trust, joint stock company, trust, unincorporated association, joint
venture, Governmental Authority or other entity of whatever nature.


“Proceeds” shall
mean (a) all “proceeds,” as defined in Article 9 of the Uniform Commercial
Code, with respect to the Collateral, and (b) whatever is recoverable or
recovered when any Collateral is sold, exchanged, collected, or disposed of,
whether voluntarily or involuntarily.


“Property” shall
mean any interest in any kind of property or asset, whether real, personal or
mixed, or tangible or intangible.



 9
 








“Recovery” shall have the meaning set forth in
Section 5.3.


“Restricted Assets” shall mean any Equity
Interests, indebtedness or other obligations of a Significant Subsidiary held
by any Credit Party or any Principal Property of the Parent Borrower or a Significant
Subsidiary.  For purposes of the
foregoing definition, the terms “Equity Interests,” “Principal Property” and “Significant
Subsidiary” are used as defined in the Existing Notes Indenture, and the terms “indebtedness”
and “obligations” are used with the same meaning as such terms are used in
Section 5.03(b) of the Existing Notes Indenture. It is understood and agreed
that an asset of a Credit Party that is a Restricted Asset will cease to be a Restricted
Asset (x) if 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) if such Credit Party grants a Lien 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.


“Restricted Assets Collateral Document” shall
mean any Collateral Document to the extent 
any Lien on any Restricted Asset is granted or purported to be granted
thereunder to any Agent or other Secured Party.


“Revolving Credit Agent” shall have the meaning
assigned thereto in the Preamble hereto and shall include any successor thereto
as well as any Person designated as the “Agent” or “Administrative Agent” under
any Revolving Credit Agreement.


“Revolving Credit Agreement” shall have the
meaning assigned thereto in the Recitals hereto, together with any other
agreement extending the maturity of, consolidating, restructuring, refunding,
replacing or refinancing all or any portion of the Revolving Credit
Obligations, whether by the same or any other agent, lender or group of lenders
and whether or not increasing the amount of any Indebtedness that may be
incurred thereunder.


“Revolving Credit Bank Products Affiliate”
shall mean any Revolving Credit Lender or any Affiliate of any Revolving Credit
Lender that has entered into a Bank Products Agreement with a Credit Party with
the obligations of such Credit Party thereunder being secured by one or more
Revolving Credit Collateral Documents.


“Revolving Credit Borrowers” shall mean the
U.S. Borrowers and any Revolving Credit Foreign Borrowers in their capacity as
borrowers under any Revolving Credit Agreement.


“Revolving Credit Collateral Documents” shall
mean all “Security Documents” as defined in the Revolving Credit Agreement, and
all other security agreements, mortgages, deeds of trust and other collateral
documents executed and delivered in connection with any Revolving Credit
Agreement, in each case as the same may be amended, modified or supplemented
from time to time.


“Revolving Credit Documents” shall mean the
Revolving Credit Agreement, the Revolving Credit Guaranties, the Revolving Credit
Collateral Documents, any Bank Product Agreements between any Revolving Credit
Party and any Revolving Credit Bank Products Affiliate, any Hedging Agreements
between any Revolving Credit Party and any Revolving Credit Hedging Party,
those other ancillary agreements as to which the Revolving Credit Agent or any
Revolving Creditor is a party or a beneficiary and all other agreements,
instruments, documents and certificates, now or hereafter executed by or on
behalf of any Revolving Credit Party or any of its respective Subsidiaries or
Affiliates, and delivered to the Revolving Credit Agent, in connection with any
of the foregoing or any Revolving Credit Agreement, in each case as the same
may be amended, modified or supplemented from time to time.



 10
 








“Revolving Credit Foreign Borrower” shall mean
any Foreign Subsidiary of the Parent Borrower in its capacity as a borrower
under any Revolving Credit Agreement.


“Revolving Credit Foreign Collateral” shall
mean all Property now owned or hereafter acquired by any Revolving Credit
Foreign Borrower, or any Revolving Credit Guarantor that is a Foreign
Subsidiary, in or upon which a Lien is granted or purported to be granted to
the Revolving Credit Agent under any of the Revolving Credit Collateral
Documents to secure Revolving Credit Obligations of any Revolving Credit
Foreign Borrower or any Revolving Credit Guaranty thereof, together with all
rents, issues, profits, products, and Proceeds thereof.


“Revolving Credit Guaranties” shall have the
meaning assigned thereto in the Recitals hereto.


“Revolving Credit Guarantors” shall mean the
collective reference to Holdings and each Subsidiary of the Parent Borrower
that at any time is a guarantor under any of the Revolving Credit Guaranties.


“Revolving Credit Hedging Party” shall mean any
Revolving Credit Lender or any Affiliate of any Revolving Credit Lender, or any
other Person designated by the Parent Borrower, in each case that has entered
into a Hedging Agreement with a Credit Party with the obligations of such
Credit Party thereunder being secured by one or more Revolving Credit
Collateral Documents.


“Revolving Credit Lenders” shall have the
meaning assigned thereto in the Preamble hereto.


“Revolving Credit Obligations” shall mean all
obligations of every nature of each Revolving Credit Party from time to time
owed to the Revolving Credit Agent, the Revolving Credit Lenders or any of
them, any Revolving Credit Bank Products Affiliates or any Revolving Credit
Hedging Parties, under any Revolving Credit Document, whether for principal,
interest (including interest which, but for the filing of a petition in
bankruptcy with respect to such Revolving Credit Party, would have accrued on
any Revolving Credit Obligation, whether or not a claim is allowed against such
Revolving Credit Party for such interest in the related bankruptcy proceeding),
reimbursement of amounts drawn under letters of credit, payments for early
termination of Hedging Agreements, fees, expenses, indemnification or
otherwise, and all other amounts owing or due under the terms of the Revolving
Credit Documents, as amended, restated, modified, renewed, refunded, replaced
or refinanced in whole or in part from time to time.


“Revolving Credit Parties” shall have the
meaning assigned thereto in the Recitals hereto.


“Revolving Credit Secured Parties” shall mean
the Revolving Credit Agent and the Revolving Creditors.


“Revolving Creditors” shall have the meaning
assigned thereto in the Preamble hereto and shall include all Revolving Credit
Bank Product Affiliates and Revolving Credit Hedging Parties and all
successors, assigns, transferees and replacements thereof, as well as any
Person designated as a “Lender” under any Revolving Credit Agreement.


“Secured Creditors” shall mean the Revolving
Creditors, the Term Loan Creditors and any Additional Creditor.



 11
 








“Secured Debt” shall mean:


(1)           all
Revolving Credit Obligations;


(2)           all
Term Loan Obligations; and


(3)           any
Additional Obligations of any Credit Party.


“Secured Debt Documents” shall mean the Term
Loan Documents, the Revolving Credit Documents and any Additional Documents.


“Secured Obligations” shall mean the Term Loan
Obligations, the Revolving Credit Obligations and any Additional Obligations.


“Secured Parties” shall mean, at any time, all
of the Secured Party Agents and all of the Secured Creditors.


“Secured Party Agent” shall mean any of the
Revolving Credit Agent, the Term Loan Agent or any Additional Agent.


“Secured Party Representative” shall mean the
Secured Party Agent designated by the Secured Party Agents to act on behalf of
the Secured Party Agents hereunder, acting in such capacity.  The Secured Party Representative shall
initially be the Term Loan Agent.


“Subsidiary” of
any Person shall mean a corporation, limited liability company, partnership or
other entity of which a majority of the outstanding shares of stock of each
class having ordinary voting power or other equity interests is owned by such
Person, by one or more Subsidiaries of such Person, or by such Person and one
or more of its Subsidiaries.


“Term Loan Agent” shall have the meaning
assigned thereto in the Preamble hereto and shall include any successor thereto
as well as any Person designated as the “Agent” or “Administrative Agent” under
any Term Loan Credit Agreement.


“Term Loan Bank Products Affiliate” shall mean
any Term Loan Lender or any Affiliate of any Term Loan Lender that has entered
into a Bank Products Agreement with a Credit Party with the obligations of such
Credit Party thereunder being secured by one or more Term Loan Collateral Documents.


“Term Loan Collateral Documents” shall mean all
“Security Documents” as defined in the Term Loan Credit Agreement, and all
other security agreements, mortgages, deeds of trust and other collateral
documents executed and delivered in connection with any Term Loan Credit
Agreement, in each case as the same may be amended, modified or supplemented
from time to time.


“Term Loan Credit Agreement” shall have the
meaning assigned thereto in the Recitals hereto, together with any other
agreement extending the maturity of, consolidating, restructuring, refunding,
replacing or refinancing all or any portion of the Term Loan Obligations,
whether by the same or any other agent, lender or group of lenders and whether
or not increasing the amount of any Indebtedness that may be incurred
thereunder.



 12
 








“Term Loan Credit Parties” shall have the
meaning assigned thereto in the Recitals hereto.


“Term Loan Creditors” shall have the meaning
assigned thereto in the Preamble hereto and shall include all Term Loan Bank
Products Affiliates and Term Loan Hedging Parties and all successors, assigns,
transferees and replacements thereof, as well as any Person designated as a “Lender”
under any Term Loan Credit Agreement.


“Term Loan Documents” shall mean the Term Loan
Credit Agreement, the Term Loan Guaranties, the Term Loan Collateral Documents,
any Bank Product Agreements between any Term Loan Credit Party and any Term
Loan Bank Products Affiliate, any Hedging Agreements between any Term Loan
Credit Party and any Term Loan Hedging Party, those other ancillary agreements
as to which the Term Loan Agent or any Term Loan Creditor is a party or a
beneficiary and all other agreements, instruments, documents and certificates,
now or hereafter executed by or on behalf of any Term Loan Credit Party or any
of its respective Subsidiaries or Affiliates, and delivered to the Term Loan
Agent, in connection with any of the foregoing or any Term Loan Credit
Agreement, in each case as the same may be amended, modified or supplemented
from time to time.


“Term Loan Guaranties” shall have the meaning
assigned thereto in the Recitals hereto.


“Term Loan Guarantors” shall mean,
collectively, Holdings and each Subsidiary of the Parent Borrower that at any
time is a guarantor under any of the Term Loan Guaranties.


“Term Loan Hedging Party” shall mean any Term
Loan Lender or any Affiliate of any Term Loan Lender, or any other Person
designated by the Parent Borrower, in each case that has entered into a Hedging
Agreement with a Credit Party with the obligations of such Credit Party
thereunder being secured by one or more Term Loan Collateral Documents.


“Term Loan Lenders” shall have the meaning
assigned thereto in the Preamble hereto.


“Term Loan Obligations” shall mean all
obligations of every nature of each Term Loan Credit Party from time to time
owed to the Term Loan Agent, the Term Loan Lenders or any of them, any Term
Loan Bank Products Affiliates or any Term Loan Hedging Party, under any Term
Loan Document, whether for principal, interest (including interest which, but
for the filing of a petition in bankruptcy with respect to such Term Loan
Credit Party, would have accrued on any Term Loan Obligation, whether or not a
claim is allowed against such Term Loan Credit Party for such interest in the
related bankruptcy proceeding), reimbursement of amounts drawn under letters of
credit, payments for early termination of Hedging Agreements, fees, expenses,
indemnification or otherwise, and all other amounts owing or due under the
terms of the Term Loan Documents, as amended, restated, modified, renewed,
refunded, replaced or refinanced in whole or in part from time to time.


“Term Loan Secured Parties” shall mean Term
Loan Agent and the Term Loan Creditors.


“Uniform Commercial Code” shall mean the
Uniform Commercial Code as the same may, from time to time, be in effect in the
State of New York; provided that to the extent that the Uniform Commercial Code
is used to define any term in any security document and such term is defined
differently in differing Articles of the Uniform Commercial Code, the
definition of such term contained in Article 9 shall govern; provided, further,
that in the event that, by reason of mandatory provisions of law, any or all of
the attachment, perfection, publication or priority of, or remedies with
respect to, Liens of any Party is governed by the Uniform Commercial Code or
foreign personal property security laws as



 13
 








enacted and in effect in a jurisdiction other than the
State of New York, the term “Uniform Commercial Code” will mean the Uniform
Commercial Code or such foreign personal property security laws as enacted and
in effect in such other jurisdiction solely for purposes of the provisions
thereof relating to such attachment, perfection, priority or remedies and for
purposes of definitions related to such provisions.


Section 1.3.   Rules of Construction.   Unless the context of this Agreement clearly requires
otherwise, references to the plural include the singular, references to the
singular include the plural, the term “including”
is not limiting, and the term “or” has,
except where otherwise indicated, the inclusive meaning represented by the
phrase “and/or.”  The words “hereof,” “herein,”
“hereby,” “hereunder,”
and similar terms in this Agreement refer to this Agreement as a whole and not
to any particular provision of this Agreement. 
Article, section, subsection, clause, schedule, and exhibit references
herein are to this Agreement unless otherwise specified.  Any reference in this Agreement to any agreement,
instrument, or document shall include all alterations, amendments, changes,
extensions, modifications, renewals, replacements, substitutions, joinders, and
supplements thereto and thereof, as applicable (subject to any restrictions on
such alterations, amendments, changes, extensions, modifications, renewals,
replacements, substitutions, joinders, and supplements set forth herein).  Any reference herein to any Person shall be
construed to include such Person’s successors and assigns.  Any reference herein to the repayment in full
of an obligation shall mean the payment in full in cash of such obligation, or
in such other manner as may be approved in writing by the requisite holders or
representatives in respect of such obligation, or in such other manner as may
be approved by the requisite holders or representatives in respect of such
obligation.


ARTICLE 2.


LIEN PRIORITY


Section 2.1.   Pari Passu Liens.


(a)           Notwithstanding
(i) the date, time, method, manner or order of grant, attachment or perfection
(including any defect or deficiency or alleged defect or deficiency in any of
the fore-going) of any Liens granted to any Secured Party Agent or any Secured
Creditors in respect of all or any portion of the Collateral and regardless of
how any such Lien was acquired (whether by grant, statute, operation of law,
subrogation or otherwise), (ii) the order or time of filing or recordation of any
document or instrument for perfecting the Liens in favor of any other Secured
Party Agent or any other Secured Creditors in any Collateral, (iii) any
provision of the Uniform Commercial Code, the Bankruptcy Code or any other
applicable law, or of any Secured Debt Documents, (iv) whether any Secured
Party Agent, in each case either directly or through agents, holds possession
of, or has control over, all or any part of the Collateral, (v) the fact that
any such Liens in favor of any Secured Party Agent or any Secured Creditors securing
any of the Secured Obligations are (x) subordinated to any Lien securing any
other obligation of any Credit Party or (y) otherwise subordinated, voided,
avoided, invalidated or lapsed or (vi) any other circumstance of any kind or
nature whatsoever, each Secured Party Agent, for and on behalf of itself and
the Secured Creditors represented thereby, hereby agrees that except as may be
separately otherwise agreed by and between or among any applicable Secured
Party Agents, any Lien in respect of all or any portion of the Collateral now
or hereafter held by or on behalf of any Secured Party Agent or any Secured
Party Creditor that secures all or any portion of the Secured Obligations shall
be pari passu and equal in priority in all respects with any Lien in respect of
all or any portion of the Collateral now or hereafter held by or on behalf of
any other Secured Party Agent or any other Secured Creditor that secures all or
any portion of the Secured Obligations.


(b)           Notwithstanding
any failure by any Secured Party to perfect its security interests in the
Collateral or any avoidance, invalidation, priming or subordination by any
third party or court of



 14
 








competent jurisdiction of the security interests in
the Collateral granted to any of the Secured Parties, the priority and rights
as between the respective classes of Secured Parties with respect to the
Collateral shall be as set forth herein.


(c)           The
Term Loan Agent, for and on behalf of itself and the Term Loan Creditors,
acknowledges and agrees that (x) concurrently herewith, the Revolving Credit
Agent, for the benefit of itself and the Revolving Creditors, has been granted
Pari Passu Liens upon all of the Collateral in which the Term Loan Agent has
been granted Pari Passu Liens, and the Term Loan Agent hereby consents thereto,
and (y) one or more Additional Agents, each on behalf of itself and any
Additional Creditors represented thereby, may be granted Pari Passu Liens upon
all of the Collateral in which the Term Loan Agent has been granted Pari Passu
Liens, and the Term Loan Agent hereby consents thereto.


(d)           The
Revolving Credit Agent, for and on behalf of itself and the Revolving Creditors,
acknowledges and agrees that (x) concurrently herewith, the Term Loan Agent,
for the benefit of itself and the Term Loan Creditors, has been granted Pari
Passu Liens upon all of the Collateral in which the Revolving Credit Agent has
been granted Pari Passu Liens, and the Revolving Credit Agent hereby consents
thereto, and (y) one or more Additional Agents, each on behalf of itself and
any Additional Creditors represented thereby, may be granted Pari Passu Liens
upon all of the Collateral in which the Revolving Credit Agent has been granted
Pari Passu Liens, and the Revolving Credit Agent hereby consents thereto.


(e)           Each
Additional Agent, for and on behalf of itself and any Additional Creditors
represented thereby, acknowledges and agrees that (x) concurrently herewith,
each of the Term Loan Agent, for the benefit of itself and the Term Loan
Creditors, and the Revolving Credit Agent, for the benefit of itself and the
Revolving Creditors, has been granted Pari Passu Liens upon all of the Collateral
in which such Additional Agent is being granted Liens, and such Additional
Agent hereby consents thereto, and (y) one or more other Additional Agents,
each on behalf of itself and any Additional Creditors represented thereby, have
been or may be granted Pari Passu Liens upon all of the Collateral in which
such Additional Agent is being granted Liens, and such Additional Agent hereby
consents thereto.


(f)            The
provision of pari passu and equal priority as between Liens of any Secured
Party Agent and Liens of any other Secured Party Agent, in each case as set
forth herein, shall not be deemed to provide that the Liens of any Secured
Party Agent will be pari passu or of equal priority with the Liens of any other
Person, or to subordinate any Liens of any Secured Party Agent to the Liens of
any Person.


Section 2.2.   Waiver of Right to Contest
Liens.   Except
as may separately otherwise be agreed by and between or among any applicable
Secured Party Agents, each Secured Party Agent, for and on behalf of itself and
the Secured Creditors represented thereby, agrees that it and they shall not
(and hereby waives any right to) take any action to contest or challenge (or
assist or support any other Person in contesting or challenging), directly or
indirectly, whether or not in any proceeding (including in any Insolvency
Proceeding), the validity, priority, enforceability or perfection of the Liens
of any other Secured Party Agent or any Secured Creditors represented by such
other Secured Party Agent, or the provisions of this Agreement.  Except to the extent expressly set forth in
this Agreement, or as may be separately otherwise agreed by and between or
among any applicable Secured Party Agents, each Secured Party Agent, for and on
behalf of itself and the Secured Creditors represented thereby, agrees that
none of such Secured Party Agent and Secured Creditors will take any action
that would interfere with any Exercise of Secured Creditor Remedies undertaken
by any other Secured Party Agent or any Secured Creditor represented by such
other Secured Party Agent under any applicable Secured Debt Documents with respect
to the Collateral.  Except to the extent
expressly set forth in this Agreement, or as may be separately



 15
 








otherwise agreed by and between or among any
applicable Secured Party Agents, each Secured Party Agent, on behalf of itself
and the Secured Creditors represented thereby, hereby waives any and all rights
it or such Secured Creditors may have as a pari
passu lien creditor or otherwise to contest, protest, object to or
interfere with the manner in which any other Secured Party Agent or any Secured
Creditor represented by such other Secured Party Agent seeks to enforce its
Liens in any Collateral.


Section 2.3.   [Reserved].


Section 2.4.   Exercise of Rights.


(a)           Notice of Lien.  Except as may be separately otherwise agreed
by and between or among any applicable Secured Party Agents, each Secured Party
Agent, for and on behalf of itself and the Secured Creditors represented
thereby, hereby agrees that, until the Discharge of Secured Obligations, in
connection with any Exercise of Secured Creditor Remedies by such Secured Party
Agent or any such Secured Creditor with respect to any Collateral, such Secured
Party Agent or Secured Creditor, as applicable, shall advise any purchaser or
transferee of any Collateral in writing that the sale (whether public, private,
by foreclosure, or otherwise) or other transfer is subject to the Liens of any
other Secured Party Agent and any Secured Creditors represented by such other
Secured Party Agent and that such Liens shall continue as against the
Collateral to be sold.  In addition,
except as may be separately otherwise agreed by and between or among any
applicable Secured Party Agents, each Secured Party Agent agrees, for and on
behalf of itself and the Secured Creditors represented thereby, that, until the
Discharge of Secured Obligations, any notice of any proposed foreclosure or
sale of any Collateral and any other notice in connection with the Exercise of
Secured Creditor Remedies with respect thereto, in each case by such Secured
Party Agent or any such Secured Creditor, shall state prominently and clearly
that the sale is subject to any prior Liens of any other Secured Party Agent
and any Secured Creditors represented by such other Secured Party Agent and
that such Liens shall continue as against the Collateral to be sold.


(b)           No Other
Restrictions.  Except as expressly
set forth in this Agreement, each Secured Party Agent and each Secured Creditor
shall have any and all rights and remedies it may have as a creditor under
applicable law, including the right to the Exercise of Secured Creditor
Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect
to the Collateral shall be subject to the Lien Priority and to the provisions
of this Agreement, including Section 4.1. 
Each Secured Party Agent may enforce the provisions of the applicable
Secured Debt Documents, and each Secured Party Agent may Exercise Any Secured
Creditor Remedies, all in such order and in such manner as each may determine
in the exercise of its sole discretion, consistent with the terms of this
Agreement and provisions of applicable law; provided,
however, that each Secured Party Agent
agrees to provide to each other such Party copies of any notices that it is
required under applicable law to deliver to any Credit Party; provided, further,
however, that any Secured Party Agent’s
failure to provide any such copies to any other such Party shall not impair any
Secured Party Agent’s rights hereunder or under any of the applicable Secured
Debt Documents.  Except as may be
separately otherwise agreed by and between or among any applicable Secured
Party Agents, each Secured Party Agent agrees for and on behalf of itself and
each Secured Creditor represented thereby that such Secured Party Agent and
each such Secured Creditor will not institute any suit or other proceeding or assert
in any suit, Insolvency Proceeding or other proceeding any claim against any
other Secured Party Agent or any Secured Creditor represented thereby seeking
damages from or other relief by way of specific performance, instructions or
otherwise, with respect to any action taken or omitted to be taken by such
Person with respect to the Collateral that is consistent with the terms of this
Agreement, and none of such Persons shall be liable for any such action taken
or omitted to be taken.



 16
 








Section 2.5.   No New Liens.   Except as may be separately otherwise agreed by and
between or among any applicable Secured Party Agents, each Secured Party Agent,
for and on behalf of itself and the Secured Creditors represented thereby,
hereby agrees that:


(i)      no such Secured Party shall acquire or
hold any Lien on any assets of any Credit Party (other than Excluded Assets or
Revolving Credit Foreign Collateral) securing any Secured Obligation which
assets are not also subject to the Lien of each other Secured Party Agent under
the Secured Debt Documents, subject to the Lien Priority set forth herein; and


(ii)     if any such Secured Party shall
(nonetheless and in breach hereof) acquire or hold any Lien on any assets of
any Credit Party (other than Excluded Assets or Revolving Credit Foreign
Collateral) securing any Secured Obligation which assets are not also subject
to the Lien of each other Secured Party Agent under the Secured Debt Documents,
subject to the Lien Priority set forth herein, then such Secured Party Agent
(or the relevant Secured Creditor) shall, without the need for any further
consent of any other Secured Party and notwithstanding anything to the contrary
in any other Secured Debt Document, be deemed to also hold and have held such
lien for the benefit of each other Secured Party Agent as security for the
other Secured Obligations (subject to the Lien Priority and other terms hereof)
and shall promptly notify each Secured Party Agent in writing of the existence
of such Lien;


provided that, at any Additional Agent’s
option and with the Parent Borrower’s consent, some or all of the other Secured
Party Agents may acquire and hold Liens on Restricted Assets that are not also
subject to the Lien of such Additional Agent


Section 2.6.   Restricted Assets.


Each Secured Party Agent,
for and on behalf of itself and the Secured Creditors represented thereby,
hereby agrees and acknowledges that notwithstanding any other provision hereof,
the maximum aggregate principal or face amount of Secured Obligations secured
by Collateral constituting Restricted Assets shall be limited to the lesser of
(A)(i)10% of Consolidated Net Worth as defined in, and determined as of the
date hereof  in accordance with, the
Existing Notes Indenture, less (ii) $10,000,000 and (B) such amount as is
permitted  under Section 5.03 (b) of the
Existing Notes Indenture to be secured without giving rise to a requirement
that the Existing Notes be equally and ratably secured pursuant to Section 5.03
of the Existing Notes Indenture (the “Maximum Aggregate Secured Amount”); provided
that


(x)            if 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, then the principal or face
amount of Secured Obligations that may be secured by such Collateral shall be
equal to the aggregate principal or face amount of the Obligations outstanding,
and


(y)           if any Credit Party grants a Lien to
any Person on any of such Collateral resulting in the Existing Notes being
equally and ratably secured by such Collateral pursuant to Section 5.03 of the
Existing Notes Indenture, then the principal or face amount of Obligations that
may be secured by the Pledged Collateral shall be equal to the aggregate
principal or face amount of the Obligations outstanding for so long as the
Existing Notes are so equally and ratably secured.



 17














ARTICLE
3.


ACTIONS OF THE PARTIES


Section 3.1.           Certain
Actions Permitted. 
Each Secured Party Agent may make such demands or file such claims in
respect of the Secured Obligations owed to such Secured Party Agent and the
Secured Creditors represented thereby as are necessary to prevent the waiver or
bar of such claims under applicable statutes of limitations or other statutes,
court orders or rules of procedure at any time.


Section 3.2.           Agent
for Perfection.


(a)           Each Secured Party
Agent, for and on behalf of itself and the Secured Parties represented thereby,
agrees to hold all Cash Collateral and Control Collateral in its possession,
custody, or control (or in the possession, custody, or control of agents or
bailees therefor) as agent for the other Secured Parties solely for the purpose
of perfecting the security interest granted to each other Secured Party Agent
or Secured Party in such Cash Collateral and Control Collateral, subject to the
terms and conditions of this Section 3.2. 
Such Secured Party Agent shall not have any obligation whatsoever to the
other Secured Parties to assure that such Cash Collateral and Control
Collateral is genuine or owned by any Credit Party or any other Person or to
preserve rights or benefits of any Person therein.  The duties or responsibilities of such
Secured Party Agent under this Section 3.2 are and shall be limited solely to
holding or maintaining control of such Cash Collateral and Control Collateral
as agent for the other Parties for purposes of perfecting the Lien held by the
Secured Parties.  Such Secured Party
Agent is not and shall not be deemed to be a fiduciary of any kind for any
Secured Party or any other Person.


(b)           Each Secured Party
Agent, for and on behalf of itself and the Secured Parties represented thereby,
agrees to hold any Common Mortgaged Collateral held by it as agent for the
other Secured Parties solely for the purpose of perfecting the security
interest granted to each other Secured Party Agent or Secured Party in such
Common Mortgaged Collateral, subject to the terms and conditions of this
Section 3.2.  Such Secured Party Agent
shall not have any obligation whatsoever to the other Secured Parties to assure
that such Common Mortgaged Collateral is genuine or owned by any Credit Party
or any other Person or to preserve rights or benefits of any Person
therein.  The duties or responsibilities
of such Secured Party Agent under this Section 3.2 are and shall be limited
solely to holding or maintaining control of such Common Mortgaged Collateral as
agent for the other Parties for purposes of perfecting the Lien held by the
Secured Parties.  Such Secured Party
Agent is not and shall not be deemed to be a fiduciary of any kind for any
Secured Party or any other Person.


(c)           In the event that
any Secured Party receives any Collateral or Proceeds of the Collateral in violation
of the terms of this Agreement, then such Secured Party shall promptly pay over
such Proceeds or Collateral to the Secured Party Representative in the same
form as received with any necessary endorsements, for application in accordance
with the provisions of Section 4.1.


(d)           Each Secured Party
Agent agrees that (i) until the Discharge of Term Loan Obligations, the Term
Loan Agent shall hold all Cash Collateral, Control Collateral and Common
Mortgaged Collateral held by the Secured Parties as agent for the other Secured
Parties, (ii) after the Discharge of the Term Loan Obligations and until the
Discharge of the Revolving Credit Obligations, the Revolving Credit Agent shall
hold all Cash Collateral, Control Collateral and Common Mortgage Collateral
held by the Secured Parties as agent for the other Secured Parties and (iii)
after the Discharge of the Term Loan Obligations and the Discharge of the
Revolving Credit Obligations, any Additional Agent may hold all Cash
Collateral, Control Collateral and Common Mortgage Collateral held by the
Secured Parties as agent for the other Secured Parties.



 18
 








 


Section 3.3.           Sharing
of Information and Access   In the event that any
Secured Party Agent shall, in the exercise of its rights under the applicable
Collateral Documents or otherwise, receive possession or control of any books
and records of any Credit Party that contain information identifying or pertaining
to the Collateral, such Secured Party Agent shall, upon request from any other
Secured Party Agent, and as promptly as practicable thereafter, either make
available to such Party such books and records for inspection and duplication
or provide to such Party copies thereof.


Section 3.4.           Insurance   Proceeds of
Collateral include insurance proceeds and, therefore, the Lien Priority shall
govern the ultimate disposition of casualty insurance proceeds.  The Secured Party Representative shall be
named as additional insured or loss payee, as applicable with respect to all
liability insurance policies relating to Collateral (as and to the extent
provided in the relevant Collateral Document). 
The Secured Party Representative shall have the sole and exclusive
right, as against any Secured Party, to adjust settlement of insurance claims
in the event of any covered loss, theft or destruction of Collateral.  All proceeds of such insurance shall be
remitted to the Secured Party Representative, and each other Agent shall
cooperate (if necessary) in a reasonable manner in effecting the payment of
insurance proceeds in accordance with Section 4.1.


Section 3.5.           No
Additional Rights for the Credit Parties Hereunder   Except
as provided in Section 3.6, if any Secured Party shall enforce its rights or
remedies in violation of the terms of this Agreement, the Credit Parties shall
not be entitled to use such violation as a defense to any action by any Secured
Party, nor to assert such violation as a counterclaim or basis for set off or
recoupment against any Secured Party.


ARTICLE 4.


APPLICATION OF PROCEEDS


Section 4.1.           Application
of Proceeds.


(a)           Revolving Nature
of Revolving Credit Obligations. 
Each Secured Party Agent, for and on behalf of itself and the Secured
Parties represented thereby, expressly acknowledges and agrees that (i) the
Revolving Credit Agreement includes (and future Additional Credit Facilities
may include) a revolving commitment, that in the ordinary course of business
the Revolving Credit Agent and the Revolving Lenders will (and any Additional
Agent and Additional Creditors may) apply payments and make advances
thereunder; (ii) the amount of the Revolving Credit Obligations or Additional
Obligations that may be outstanding at any time or from time to time may be
increased or reduced and subsequently reborrowed, and that the terms of the
Revolving Credit Obligations or Additional Obligations may be modified,
extended or amended from time to time, and that the aggregate amount of the
Revolving Credit Obligations or Additional Obligations may be increased,
replaced or refinanced, in each event, without notice to or consent by the any
other Secured Parties and without affecting the provisions hereof; provided, however,
that from and after the date on which the Revolving Credit Agent or any
Revolving Creditor (or any Additional Agent or Additional Creditor) commences
the Exercise of Any Secured Creditor Remedies, all amounts received by the
Revolving Credit Agent or any such Revolving Creditor (or any such Additional
Agent or Additional Creditor) shall be applied as specified in this Section
4.1.  The Lien Priority shall not be
altered or otherwise affected by any amendment, modification, supplement,
extension, repayment, reborrowing, increase, replacement, renewal, restatement
or refinancing of the Term Loan Obligations, the Revolving Credit Obligations
or any Additional Obligations, or any portion thereof.



 19
 








 


(b)           Application of
Proceeds of Collateral.  Each Secured
Party Agent, for and on behalf of itself and the Secured Parties represented
thereby, hereby agrees that, subject to Section 2.6, all Collateral, and all
Proceeds thereof, received by any Secured Party Agent in connection with any
Exercise of Secured Creditor Remedies shall be applied,


first,
to the payment, on a pro rata basis, of costs and expenses of each Secured
Party Agent, as applicable, in connection with such Exercise of Secured
Creditor Remedies,


second,
to the payment, on a pro rata basis, of the Secured  Obligations in accordance with the Secured
Debt Documents until the Discharge of Secured Obligations shall have occurred,
and


third,
the balance, if any, to the Credit Parties or to whomsoever may be lawfully
entitled to receive the same or as a court of competent jurisdiction may
direct;


provided,
that any Collateral constituting Restricted Assets, and any Proceeds thereof,
shall be so applied only up to an amount that does not in the aggregate exceed
the Maximum Aggregate Secured Amount, and thereafter the balance of such
Collateral and any Proceeds thereof shall be paid over to the applicable Credit
Parties.


(c)           Limited
Obligation or Liability.  In
exercising remedies, whether as a secured creditor or otherwise, no Secured
Party Agent shall have any obligation or liability (except as may be separately
agreed by and between or among any applicable Secured Party Agents) to any
other Secured Party, in each case regarding the adequacy of any Proceeds or for
any action or omission, save and except solely for an action or omission that
breaches the express obligations undertaken by such Secured Party Agent under
the terms of this Agreement.


Section 4.2.           Specific
Performance.  Each
Secured Party Agent is hereby authorized to demand specific performance of this
Agreement, whether or not any Credit Party shall have complied with any of the
provisions of any of the Credit Documents, at any time when any other Party
shall have failed to comply with any of the provisions of this Agreement
applicable to it.  Each Secured Party
Agent, for and on behalf of itself and the Secured Parties represented thereby,
hereby irrevocably waives any defense based on the adequacy of a remedy at law
that might be asserted as a bar to such remedy of specific performance.


ARTICLE
5.


INTERCREDITOR
ACKNOWLEDGMENTS AND WAIVERS


Section 5.1.           [Reserved].


Section 5.2.           Modifications
to Secured Debt Documents.


(a)           Except as may be
separately otherwise agreed by and between or among any applicable Secured
Party Agents, each Secured Party Agent, for and on behalf of itself and the
Secured Creditors represented thereby, hereby agrees that, without affecting
the obligations of such Secured Parties hereunder, any other Secured Party
Agent and any Secured Creditors represented thereby may, at any time and from
time to time, in their sole discretion without the consent of or notice to any
such Secured Party (except to the extent such notice or consent is required
pursuant to the express provisions of this Agreement), and without incurring
any liability to any such Secured Party, amend, restate, supplement, 


 



 20
 








replace, refinance, extend, consolidate, restructure or otherwise
modify any of the Secured Debt Documents to which such other Secured Party
Agent or any Secured Creditor represented thereby is party or beneficiary in
any manner whatsoever, including to:


(i)      change the manner, place, time or terms of
payment or renew, alter or increase all or any of the Secured Obligations or
otherwise amend, restate, supplement or otherwise modify in any manner, or
grant any waiver or release with respect to, all or any part of the Secured
Obligations or any of the Secured Debt Documents;


(ii)     retain or obtain a Lien on any Property of
any Person to secure any of the Secured Obligations, and in connection
therewith to enter into any additional Secured Debt Documents;


(iii)    amend, or grant any waiver, compromise, or
release with respect to, or consent to any departure from, any guaranty or
other obligations of any Person obligated in any manner under or in respect of
the Secured Obligations;


(iv)    release its Lien on any Collateral or other
Property;


(v)     exercise or refrain from exercising any
rights against any Credit Party or any other Person;


(vi)    retain or obtain the primary or secondary
obligation of any other Person with respect to any of the Secured Obligations;
and


(vii)   otherwise manage and supervise the Secured
Obligations as such other Secured Party Agent shall deem appropriate.


(b)           The Secured
Obligations may be refinanced, in whole or in part, in each case, without
notice to, or the consent (except to the extent a consent is required to permit
the refinancing transaction under any Secured Debt Document) of, any Secured
Party Agent or Secured Creditors, all without affecting the Lien Priorities
provided for herein or the other provisions hereof; provided, however, that, if the
indebtedness refinancing any such Secured Obligations is to constitute Secured
Obligations, the holders of such refinancing indebtedness (or an authorized
agent or trustee on their behalf) bind themselves in writing to the terms of
this Agreement pursuant to such documents or agreements (including amendments
or supplements to this Agreement) as the remaining Parties hereto shall
reasonably request and in form and substance reasonably acceptable to such
Parties, and any such refinancing transaction shall be in accordance with any
applicable provisions of the Secured Debt Documents.  For the avoidance of doubt, the Secured Obligations
may be refinanced, in whole or in part, in each case, without notice to, or the
consent (except to the extent a consent is required to permit the refinancing
transaction under any Secured Debt Document) of, any Secured Party Agent or
Secured Creditors, through the incurrence of Additional Indebtedness, subject
to Section 7.11.


Section 5.3.           Reinstatement
and Continuation of Agreement.  If any Secured Party Agent or Secured
Creditor is required in any Insolvency Proceeding or otherwise to turn over or
otherwise pay to the estate of any Credit Party or any other Person any payment
made in satisfaction of all or any portion of the Secured Obligations (a “Recovery”),
then the Secured Obligations shall be reinstated to the extent of such
Recovery.  If this Agreement shall have
been terminated prior to such Recovery, this Agreement shall be reinstated in
full force and effect in the event of such Recovery, and such prior termination
shall not diminish, release, discharge, impair or otherwise affect the obligations
of the Parties from 



 21
 








such date of reinstatement.  All rights, interests, agreements and obligations
of each Secured Party Agent and each Secured Creditor under this Agreement
shall remain in full force and effect and shall continue irrespective of the
commencement of, or any discharge, confirmation, conversion or dismissal of,
any Insolvency Proceeding by or against any Credit Party or any other
circumstance which otherwise might constitute a defense available to, or a
discharge of, any Credit Party in respect of the Secured Obligations.  No priority or right of any Secured Party
Agent or any Secured Creditor shall at any time be prejudiced or impaired in any
way by any act or failure to act on the part of the Parent Borrower or any
Guarantor or by the noncompliance by any Person with the terms, provisions or
covenants of any of the Secured Debt Documents, regardless of any knowledge
thereof which any Secured Party Agent or any Secured Creditor may have.


ARTICLE
6.


[RESERVED]


ARTICLE
7.


MISCELLANEOUS


Section 7.1.           [Reserved].


Section 7.2.           Further
Assurances.   The Parties will, at their own expense
and at any time and from time to time, promptly execute and deliver all further
instruments and documents, and take all further action, that may be necessary
or desirable, or that any Party may reasonably request, in order to protect any
right or interest granted or purported to be granted hereby or to enable such
Party to exercise and enforce its rights and remedies hereunder; provided,
however, that no Party shall be required to pay over any payment or
distribution, execute any instruments or documents, or take any other action referred
to in this Section 7.2, to the extent that such action would contravene any
law, order or other legal requirement or any of the terms or provisions of this
Agreement, and in the event of a controversy or dispute, such Party may
interplead any payment or distribution in any court of competent jurisdiction,
without further responsibility in respect of such payment or distribution under
this Section 7.2.


Section 7.3.           Representations.   The
Term Loan Agent represents and warrants to each other Secured Party Agent that
it has the requisite power and authority under the Term Loan Documents to enter
into, execute, deliver and carry out the terms of this Agreement on behalf of
itself and the Term Loan Creditors.  The
Revolving Credit Agent represents and warrants to each other Secured Party
Agent that it has the requisite power and authority under the Revolving Credit
Documents to enter into, execute, deliver and carry out the terms of this Agreement
on behalf of itself and the Revolving Creditors.  Each Additional Agent represents and warrants
to each other Secured Party Agent that it has the requisite power and authority
under the applicable Additional Documents to enter into, execute, deliver and
carry out the terms of this Agreement on behalf of itself and any Additional
Creditors represented thereby.


Section 7.4.           Amendments.   No
amendment or waiver of any provision of this Agreement, and no consent to any
departure by any Party hereto, shall be effective unless it is in a written
agreement executed by each Party (except as provided in Section 7.11 with
respect to any Additional Indebtedness Joinder).  No amendment or waiver of any provision of
this Agreement, and no consent to any departure by any Party hereto, that
changes, alters, modifies or otherwise adversely affects any power, privilege,
right, remedy, liability or obligation of, or otherwise adversely affects in
any manner, any Additional Agent that is not then a Party, or any Additional
Creditor not then represented by an Additional 



 22
 








Agent that is then a Party (including but not limited
to any change, alteration, modification or other adverse effect upon any power,
privilege, right, remedy, liability or obligation of or other adverse effect
upon any such Additional Agent or Additional Creditor that may at any
subsequent time become a Party or beneficiary hereof) shall be effective unless
it is consented to in writing by the Parent Borrower (regardless of whether any
such Additional Agent or Additional Creditor ever becomes a Party or beneficiary
hereof).  No amendment or waiver of any
provision of this Agreement relating to any Restricted Assets (including
without limitation Section 2.6, the provisos to Sections 2.5 and 4.1(b), the
definitions of “Existing Notes Indenture,” “Existing Notes Trustee,” “Restricted
Assets” and “Restricted Assets Collateral Documents,” and any definitions to
the extent relating to any such provision or definition), and no consent to any
departure by any Party hereto, that changes, alters, modifies or otherwise
adversely affects any power, privilege, right, remedy, liability or obligation
of , or otherwise adversely affects in any manner, the Parent Borrower or any
of its Subsidiaries, shall be effective unless it is consented to in writing by
the Parent Borrower.


Section 7.5.           Addresses for Notices.  Unless otherwise specifically provided
herein, any notice or other communication herein required or permitted to be
given shall be in writing and may be personally served, telecopied, or sent by
overnight express courier service or United States mail and shall be deemed to
have been given when delivered in person or by courier service, upon receipt of
a telecopy or five (5) days after deposit in the United States mail (certified,
with postage prepaid and properly addressed). 
The addresses of the parties hereto (until notice of a change thereof is
delivered as provided in this Section 7.5) shall be as set forth below or, as
to each party, at such other address as may be designated by such party in a
written notice to all of the other parties.


Term Loan Agent:                                                                                                                                               Citibank,
N.A. 

390 Greenwich Street

New York, New York  10013

Attention:  Carl S. Cho

Facsimile:  (866) 492-5916

Telephone:  (212) 723-9295


Revolving Credit Agent:                                                                                                              Citibank,
N.A.

390 Greenwich Street

New York, New York  10013

Attention:  Carl S. Cho

Facsimile:  (866) 492-5916

Telephone:  (212) 723-9295


Any Additional Agent:                                                                                                                    As
set forth in the Additional Indebtedness Joinder executed and delivered by such
Additional Agent pursuant to Section 7.11.


Section 7.6.           No
Waiver; Remedies.   No failure on the part of any
Party to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right hereunder preclude any other or further exercise thereof or the exercise
of any other right.  The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.


Section 7.7.           Continuing
Agreement; Transfer of Secured Obligations.   This
Agreement is a continuing agreement and shall (a) remain in full force and
effect until the Discharge of Secured Obligations shall have occurred, subject
to Section 5.3, (b) be binding upon the Parties and their successors and
assigns, and (c) inure to the benefit of and be enforceable by the Parties and
their respective 



 23
 








successors, transferees and assigns.  Nothing herein is intended, or shall be
construed to give, any other Person any right, remedy or claim under, to or in
respect of this Agreement or any Collateral, subject to Section 7.10.  All references to any Credit Party shall include
any Credit Party as debtor-in-possession and any receiver or trustee for such
Credit Party in any Insolvency Proceeding. 
Without limiting the generality of the foregoing clause (c), any Secured
Party Agent or Secured Creditor may assign or otherwise transfer all or any
portion of the Secured Obligations to any other Person (other than any Credit
Party or any Affiliate of any Credit Party and any Subsidiary of any Credit
Party), and such other Person shall thereupon become vested with all the rights
and obligations in respect thereof granted to such Secured Party Agent or
Secured Creditor herein or otherwise. 
The Secured Parties may continue, at any time and without notice to the
other Parties hereto, to extend credit and other financial accommodations, lend
monies and provide indebtedness to, or for the benefit of, any Credit Party on
the faith hereof.


Section 7.8.           Governing
Law; Entire Agreement.   The validity, performance,
and enforcement of this Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.  This Agreement constitutes the entire
agreement and understanding among the Parties with respect to the subject
matter hereof and supersedes any prior agreements, written or oral, with
respect thereto.


Section 7.9.           Counterparts.   This
Agreement may be executed in any number of counterparts, and it is not
necessary that the signatures of all Parties be contained on any one
counterpart hereof; each counterpart will be deemed to be an original, and all
together shall constitute one and the same document.


Section 7.10.        No
Third-Party Beneficiaries.   This Agreement is solely
for the benefit of the Secured Party Agents and the Secured Creditors, except
as provided in the following sentence. 
No other Person (including any Credit Party or any Affiliate of any
Credit Party or any Subsidiary of any Credit Party) shall be deemed to be a
third-party beneficiary of this Agreement, except that Parent Borrower shall be
a third-party beneficiary of this Agreement solely for the purposes of (x) the
second and third sentences of Section 7.4 and (y) Section 7.11.


Section 7.11.        Designation
of Additional Indebtedness; Joinder of Additional Agents.


(a)           The Parent Borrower
may designate any Additional Indebtedness complying with the requirements of
the definition thereof as Additional Indebtedness for purposes of this
Agreement, upon complying with the following conditions:


(i)      one or more Additional Agents for one or
more Additional Creditors in respect of such Additional Indebtedness shall have
executed the Additional Indebtedness Joinder with respect to such Additional
Indebtedness, and the Parent Borrower or any such Additional Agent shall have
delivered such executed Additional Indebtedness Joinder to the Term Loan Agent,
the Revolving Credit Agent and any other Additional Agent then party to this
Agreement;


(ii)     at least five Business Days prior to
delivery of the Additional Indebtedness Joinder, the Parent Borrower shall have
delivered to the Term Loan Agent, the Revolving Credit Agent and any other
Additional Agent then party to this Agreement complete and correct copies of
any Additional Credit Facility, Additional Guaranties and Additional Collateral
Documents that will govern such Additional Indebtedness upon giving effect to
such designation (which may be unexecuted copies of Additional Documents to be
executed and delivered concurrently with the effectiveness of such designation);



 24
 








 


(iii)    the Parent Borrower shall have executed and
delivered to the Term Loan Agent, the Revolving Credit Agent and any other
Additional Agent then party to this Agreement the Additional Indebtedness
Designation with respect to such Additional Indebtedness;


(iv)    all state and local stamp, recording,
filing, intangible and similar taxes or fees (if any) that are payable in
connection with the inclusion of such Additional Indebtedness under this
Agreement shall have been paid and reasonable evidence thereof shall have been
given to the Term Loan Agent, the Revolving Credit Agent and any other
Additional Agent then party to this Agreement; and


(v)     no Event of Default shall have occurred and
be continuing.


(b)           Upon satisfaction of
the conditions specified in the preceding Section 7.11(a), the designated
Additional Indebtedness shall constitute “Additional Indebtedness,” any
Additional Credit Facility under which such Additional Indebtedness is or may
be incurred shall constitute an “Additional Credit Facility,” any holder of
such Additional Indebtedness or other applicable Additional Creditor shall
constitute an “Additional Creditor,” and any Additional Agent for any such
Additional Creditor shall constitute an “Additional Agent” for all purposes
under this Agreement.  The date on which
such conditions specified in clause (a) shall have been satisfied with respect
to any Additional Indebtedness is herein called the “Additional Effective
Date” with respect to such Additional Indebtedness.  Prior to the Additional Effective Date with
respect to any Additional Indebtedness, all references herein to Additional Indebtedness
shall be deemed not to take into account such Additional Indebtedness, and the
rights and obligations of the Term Loan Agent, the Revolving Credit Agent and
each other Additional Agent then party to this Agreement shall be determined on
the basis that such Additional Indebtedness is not then designated.  On and after the Additional Effective Date
with respect to such Additional Indebtedness, all references herein to
Additional Indebtedness shall be deemed to take into account such Additional
Indebtedness, and the rights and obligations of the Term Loan Agent, the
Revolving Credit Agent and each other Additional Agent then party to this
Agreement shall be determined on the basis that such Additional Indebtedness is
then designated.


(c)           In connection with
any designation of Additional Indebtedness pursuant to this Section 7.11, each
of the Term Loan Agent, the Revolving Credit Agent and each Additional Agent
then party hereto agrees (x) to execute and deliver any amendments, amendments
and restatements, restatements or waivers of or supplements to or other
modifications to any Term Loan Collateral Documents, Revolving Credit
Collateral Documents or Additional Collateral Documents, as applicable, and any
blocked account, control or other agreements relating to any security interest
in Control Collateral, Cash Collateral and Common Mortgaged Collateral, and to
make or consent to any filings or take any other actions, as may be reasonably
deemed by the Parent Borrower to be necessary or reasonably desirable for any
Lien on any Collateral to secure such Additional Indebtedness to become a valid
and perfected Lien (with the priority contemplated by the applicable Additional
Indebtedness Designation delivered pursuant to this  Section 7.11 and by this Agreement), and
(y) otherwise to reasonably cooperate to effectuate a designation of
Additional Indebtedness pursuant to this Section 7.11 (including, without limitation,
if requested, by executing an acknowledgment of any Additional Indebtedness
Joinder or of the occurrence of any Additional Effective Date).


Section 7.12.        Headings.   The headings
of the articles and sections of this Agreement are inserted for purposes of
convenience only and shall not be construed to affect the meaning or construction
of any of the provisions hereof.



 25
 








Section 7.13.        Severability.   If any
of the provisions in this Agreement shall, for any reason, be held invalid,
illegal or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision of this Agreement and
shall not invalidate the Lien Priority or the application of Proceeds and other
priorities set forth in this Agreement.


Section 7.14.        Attorneys’
Fees.   The Parties agree that if any dispute,
arbitration, litigation, or other proceeding is brought with respect to the
enforcement of this Agreement or any provision hereof, the prevailing party in
such dispute, arbitration, litigation, or other proceeding shall be entitled to
recover its reasonable attorneys’ fees and all other costs and expenses
incurred in the enforcement of this Agreement, irrespective of whether suit is
brought.


Section 7.15.        Venue;
Jury Trial Waiver.


(a)           EACH PARTY HERETO
HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO
THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK
SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE
SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY
SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE
OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT 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.  NOTHING IN THIS
AGREEMENT SHALL AFFECT ANY RIGHT THAT ANY SECURED PARTY MAY OTHERWISE HAVE TO
BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY SECURED DEBT
DOCUMENTS AGAINST ANY CREDIT PARTY OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.


(b)           EACH PARTY HERETO
HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.  EACH PARTY HERETO REPRESENTS THAT IT HAS
REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL
RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  IN THE EVENT OF LITIGATION, A COPY OF THIS
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


(c)           EACH PARTY TO THIS
AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR
NOTICES IN SECTION 7.5.  NOTHING IN THIS
AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS
IN ANY OTHER MANNER PERMITTED BY LAW.


Section 7.16.        Intercreditor
Agreement.  This
Agreement is the Intercreditor Agreement referred to in the Term Loan Credit
Agreement, the Revolving Credit Agreement and each Additional Credit Facility.



 26
 








Section 7.17.        No
Warranties or Liability.   Each Party acknowledges
and agrees that none of the other Parties has made any representation or
warranty with respect to the execution, validity, legality, completeness,
collectability or enforceability of any other Term Loan Document, any other Revolving
Credit Document or any other Additional Document.  Except as otherwise provided in this Agreement,
each Party will be entitled to manage and supervise its respective extensions
of credit to any Credit Party in accordance with law and their usual practices,
modified from time to time as they deem appropriate.


Section 7.18.        Conflicts.   In the
event of any conflict between the provisions of this Agreement and the
provisions of any Term Loan Document, any Revolving Credit Document or any Additional
Document, the provisions of this Agreement shall govern.


Section 7.19.        Information
Concerning Financial Condition of the Credit Parties.   Each
Party hereby assumes responsibility for keeping itself informed of the financial
condition of the Credit Parties and all other circumstances bearing upon the
risk of nonpayment of the Term Loan Obligations, the Revolving Credit
Obligations or any Additional Obligations, as applicable.  Each Party hereby agrees that no Party shall
have any duty to advise any other Party of information known to it regarding
such condition or any such circumstances. 
In the event any Party, in its sole discretion, undertakes at any time
or from time to time to provide any information to any other Party to this
Agreement, it shall be under no obligation (a) to provide any such information
to such other Party or any other Party on any subsequent occasion, (b) to
undertake any investigation not a part of its regular business routine, or (c)
to disclose any other information.


[Signature pages follow]


 



 27















IN WITNESS WHEREOF, the Term Loan Agent, for and on
behalf of itself and the Term Loan Creditors, and the Revolving Credit Agent,
for and on behalf of itself and the Revolving Creditors, have caused this
Agreement to be duly executed and delivered as of the date first above written.


	
  

  	
  CITIBANK, N.A., in its capacity as Term Loan Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward T. Crook

  
	
   

  	
   

  	
  Name:  Edward T. Crook

  
	
   

  	
   

  	
  Title: 
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CITIBANK,
  N.A., in its capacity as Revolving Credit Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward T. Crook

  
	
   

  	
   

  	
  Name:  Edward
  T. Crook

  
	
   

  	
   

  	
  Title: 
  Managing Director

  



 


 



 S-1
 









ACKNOWLEDGMENT


Each Credit Party hereby acknowledges that it has
received a copy of this Agreement and consents thereto, agrees to recognize all
rights granted thereby to the Term Loan Agent, the Term Loan Creditors, the
Revolving Credit Agent, the Revolving Creditors, any Additional Agent and any
Additional Creditors, and will not do any act or perform any obligation which
is not in accordance with the agreements set forth in this Agreement. Each
Credit Party further acknowledges and agrees that it is not an intended
beneficiary or third party beneficiary under this Agreement, except as
expressly provided in Section 7.10.


	
  CREDIT PARTIES:

   

  	
   

  
	
   

  	
  CDRSVM HOLDING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theresa A. Gore

  
	
   

  	
   

  	
  Name: Theresa A. Gore

  
	
   

  	
   

  	
  Title: Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  SERVICEMASTER COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest J. Mrozek

  
	
   

  	
   

  	
  Name: Ernest J. Mrozek

  
	
   

  	
   

  	
  Title: Chief Financial Officer 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  
	
   

  	
   

  	
  Name: Eric Zarnikow

  
	
   

  	
   

  	
  Title: Senior Vice President & Treasurer

  



 


 



 S-2
 









 


	
  

  	
  INSTAR SERVICES GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Demos

  
	
   

  	
   

  	
  Name: David J. Demos

  
	
   

  	
   

  	
  Title: Chief Executive Officer, President &
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard J. Augustine

  
	
   

  	
   

  	
  Name: Richard J. Augustine

  
	
   

  	
   

  	
  Title: Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INSTAR SERVICES
  GROUP, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  INSTAR SERVICES MANAGEMENT, 

  LLC, its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest J. Mrozek

  
	
   

  	
   

  	
  Name: Ernest J. Mrozek

  
	
   

  	
   

  	
  Title: Senior Vice President 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  
	
   

  	
   

  	
  Name: Eric Zarnikow

  
	
   

  	
   

  	
  Title: Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INSTAR SERVICES HOLDINGS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest J. Mrozek

  
	
   

  	
   

  	
  Name: Ernest J. Mrozek

  
	
   

  	
   

  	
  Title: Senior Vice President 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  
	
   

  	
   

  	
  Name: Eric Zarnikow

  
	
   

  	
   

  	
  Title: Assistant Treasurer

  



 



 S-3
 









 


	
  

  	
  INSTAR SERVICES MANAGEMENT, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest J. Mrozek

  
	
   

  	
   

  	
  Name: Ernest J. Mrozek

  
	
   

  	
   

  	
  Title: Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  
	
   

  	
   

  	
  Name: Eric Zarnikow

  
	
   

  	
   

  	
  Title: Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MERRY MAIDS LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest J. Mrozek

  
	
   

  	
   

  	
  Name: Ernest J. Mrozek

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  
	
   

  	
   

  	
  Name: Eric Zarnikow

  
	
   

  	
   

  	
  Title: Vice President & Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MM MAIDS L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest J. Mrozek

  
	
   

  	
   

  	
  Name: Ernest J. Mrozek

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  
	
   

  	
   

  	
  Name: Eric Zarnikow

  
	
   

  	
   

  	
  Title: Vice President & Treasurer

  



 



 S-4
 









 


	
  

  	
  SERVICEMASTER CONSUMER
  SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest J. Mrozek

  
	
   

  	
   

  	
  Name: Ernest J. Mrozek

  
	
   

  	
   

  	
  Title: President & Chief Operating Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  
	
   

  	
   

  	
  Name: Eric Zarnikow

  
	
   

  	
   

  	
  Title: Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SERVICEMASTER CONSUMER SERVICES 

  
	
   

  	
  LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  SERVICEMASTER CONSUMER SERVICES, INC., its general
  partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest J. Mrozek

  
	
   

  	
   

  	
  Name: Ernest J. Mrozek

  
	
   

  	
   

  	
  Title: President & Chief Operating Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  
	
   

  	
   

  	
  Name: Eric Zarnikow

  
	
   

  	
   

  	
  Title: Treasurer

  



 



 S-5
 









 


	
  

  	
  SERVICEMASTER HOLDING
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest J. Mrozek

  
	
   

  	
   

  	
  Name: Ernest J. Mrozek

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  
	
   

  	
   

  	
  Name: Eric Zarnikow

  
	
   

  	
   

  	
  Title: Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SERVICEMASTER
  MANAGEMENT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest J. Mrozek

  
	
   

  	
   

  	
  Name: Ernest J. Mrozek

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  
	
   

  	
   

  	
  Name: Eric Zarnikow

  
	
   

  	
   

  	
  Title: Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SERVICEMASTER RESIDENTIAL/COMMERCIAL SERVICES
  LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest J. Mrozek

  
	
   

  	
   

  	
  Name: Ernest J. Mrozek

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  
	
   

  	
   

  	
  Name: Eric Zarnikow

  
	
   

  	
   

  	
  Title: Treasurer

  



 



 S-6
 









 


	
  

  	
  SM CLEAN L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest J. Mrozek

  
	
   

  	
   

  	
  Name: Ernest J. Mrozek

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  
	
   

  	
   

  	
  Name: Eric Zarnikow

  
	
   

  	
   

  	
  Title: Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TERMINIX INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest J. Mrozek

  
	
   

  	
   

  	
  Name: Ernest J. Mrozek

  
	
   

  	
   

  	
  Title: Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  
	
   

  	
   

  	
  Name: Eric Zarnikow

  
	
   

  	
   

  	
  Title: Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE TERMINIX INTERNATIONAL COMPANY LIMITED
  PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TERMINIX INTERNATIONAL, INC., 

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest J. Mrozek

  
	
   

  	
   

  	
  Name: Ernest J. Mrozek

  
	
   

  	
   

  	
  Title: Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  
	
   

  	
   

  	
  Name: Eric Zarnikow

  
	
   

  	
   

  	
  Title: Assistant Treasurer

  
	
   

  	
   

  	
   

  



 


 



 S-7
 









 


	
  

  	
  TRUGREEN COMPANIES
  L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest J. Mrozek

  
	
   

  	
   

  	
  Name: Ernest J. Mrozek

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  
	
   

  	
   

  	
  Name: Eric Zarnikow

  
	
   

  	
   

  	
  Title: Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRUGREEN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jim L. Kaput

  
	
   

  	
   

  	
  Name: Jim L. Kaput

  
	
   

  	
   

  	
  Title: Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  
	
   

  	
   

  	
  Name: Eric Zarnikow

  
	
   

  	
   

  	
  Title: Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRUGREEN LANDCARE L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest J. Mrozek

  
	
   

  	
   

  	
  Name: Ernest J. Mrozek

  
	
   

  	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  
	
   

  	
   

  	
  Name: Eric Zarnikow

  
	
   

  	
   

  	
  Title: Vice President & Assistant Treasurer

  



 


 



 S-8
 









 


	
  

  	
  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

  



 


 



 S-9















EXHIBIT
A


ADDITIONAL INDEBTEDNESS
DESIGNATION


DESIGNATION dated as of _______ __, 2___, by [THE
SERVICEMASTER COMPANY, a Delaware corporation](1) (the “Parent Borrower”).  Capitalized terms used herein and not
otherwise defined herein shall have the meaning specified in the Intercreditor
Agreement (as amended, supplemented, waived or otherwise modified from time to
time, the “Intercreditor Agreement”)
entered into as of July 24, 2007, between Citibank, N.A., in its capacities as
administrative agent and collateral agent (together with its successors and
assigns in such capacities, the “Revolving Credit Agent”) for
the Revolving Credit Lenders and Citibank, N.A., in its capacities as
administrative agent and collateral agent (together with its successors and assigns
in such capacities, the “Term Loan
Agent”) for Term Loan Lenders.(2)


Reference is made to that certain [insert name of
Additional Credit Facility], dated as of _______ __, 2___ (the “Additional
Credit Facility”), among
[list any applicable Credit Party], [list Additional Creditors] [and Additional
Agent, as agent (the “Additional Agent”)].(3)


Section 7.11 of the Intercreditor Agreement permits
the Parent Borrower to designate Additional Indebtedness under the
Intercreditor Agreement.  Accordingly:


Section 1.  Representations and Warranties. 
The Parent Borrower hereby represents and warrants to the Revolving
Credit Agent, the Term Loan Agent, and any Additional Agent that:


(1)           the
Additional Indebtedness incurred or to be incurred under the Additional Credit
Facility constitutes “Additional Indebtedness” which complies with the
definition of such term in the Intercreditor Agreement;


(2)           all
conditions set forth in Section 7.11 of the Intercreditor Agreement with
respect to the Additional Indebtedness have been satisfied; and


(3)           on
the date hereof there does not exist, and after giving effect to the
designation of such Additional Indebtedness there will not exist, any Event of
Default.


Section 2.  Designation of Additional Indebtedness. 
The Parent Borrower hereby designates such Additional Indebtedness as
Additional Indebtedness under the Intercreditor Agreement.






(1)             Revise
as appropriate to refer to any permitted successor or assign.


(2)             Revise
as appropriate to refer to any successor Revolving Credit Agent or Term Loan
Agent and to add reference to any previously added Additional Agent.


(3)             Revise
as appropriate to refer to the relevant Additional Credit Facility, Additional
Creditors and any Additional Agent.


 













 


IN WITNESS OF, the undersigned has caused this
Designation to be duly executed by its duly authorized officer or other
representative, all as of the day and year first above written.


	
   

  	
  [THE SERVICEMASTER COMPANY]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 



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EXHIBIT B


ADDITIONAL INDEBTEDNESS JOINDER


JOINDER, dated as of _______________, 2___, among
CITIBANK, N.A., in its capacities as administrative agent and collateral agent
(together with its successors and assigns in such capacities, the “Revolving Credit Agent”)(4)
for the Revolving Credit Lenders, CITIBANK, N.A., in its capacities as
administrative agent and collateral agent (together with its successors and
assigns in such capacities, the “Term Loan Agent”)(5) for the
Term Loan Lenders, [list any previously added Additional Agent] [and insert
name of each Additional Agent under any Additional Credit Facility being added
hereby as party] and any successors or assigns thereof, to the Intercreditor
Agreement dated as of July 24, 2007 (as amended, modified or supplemented from
time to time, the “Intercreditor Agreement”) among the Revolving Credit
Agent, [and] the Term Loan Agent [and (list any previously added Additional
Agent)].  Capitalized terms used herein
and not otherwise defined herein shall have the meaning specified in the
Intercreditor Agreement.


Reference is made to that certain [insert name of
Additional Credit Facility], dated as of _______ __, 2___ (the “Additional
Credit Facility”), among
[list any applicable Credit Party], [list any applicable Additional Creditors
(the “Joining Additional Creditors”)] [and insert name of each
applicable Additional Agent (the “Joining Additional Agent”)].(6)


Section 7.11 of the Intercreditor Agreement permits
the Parent Borrower to designate Additional Indebtedness under the
Intercreditor Agreement.  The Parent
Borrower has so designated Additional Indebtedness incurred or to be incurred
under the Additional Credit Facility as Additional Indebtedness by means of an
Additional Indebtedness Designation.


Accordingly, [the Joining Additional Agent, for itself
and on behalf of the Joining Additional Creditors,](7) hereby agrees with the Revolving
Credit Agent, the Term






(4)             Revise
as appropriate to refer to any successor Revolving Credit Agent.


(5)             Revise
as appropriate to refer to any successor Term Loan Agent.


(6)             Revise
as appropriate to refer to the relevant Additional Credit Facility, Additional
Creditors and any Additional Agent.


(7)             Revise
as appropriate to refer to any Additional Agent being added hereby and any Additional
Creditors represented thereby.


 













 


Loan Agent and any other
Additional Agent party to the Intercreditor Agreement as follows:


Section 1.  Agreement to be Bound. 
The [Joining Additional Agent, for itself and on behalf of the Joining
Additional Creditors,](8) hereby agrees to be bound by the terms and provisions
of the Intercreditor Agreement and shall, as of the Additional Effective Date,
be deemed to be a party to the Intercreditor Agreement.


Section 2.  Recognition of Claims. 
(a) The Revolving Credit Agent (for itself and on behalf of the
Revolving Creditors), the Term Loan Agent (for itself and on behalf of the Term
Loan Creditors) and [each of] the Additional Agent[s](for itself and on behalf
of any Additional Creditors represented thereby) hereby agree that the
interests of the respective Secured Parties in the Liens granted to the
Revolving Credit Agent, the Term Loan Agent, or any Additional Agent, as
applicable, under the applicable Credit Documents shall be treated, as among
the Secured Parties, as having the priorities provided for in Section 2.1 of
the Intercreditor Agreement, and shall at all times be allocated among the
Secured Parties as provided therein regardless of any claim or defense
(including without limitation any claims under the fraudulent transfer,
preference or similar avoidance provisions of applicable bankruptcy, insolvency
or other laws affecting the rights of creditors generally) to which the
Revolving Credit Agent, the Term Loan Agent, any Additional Agent or any Secured
Party may be entitled or subject.  The
Revolving Credit Agent (for itself and on behalf of the Revolving Creditors),
the Term Loan Agent (for itself and on behalf of the Term Loan Creditors), and
any Additional Agent party to the Intercreditor Agreement (for itself and on
behalf of any Additional Creditors represented thereby) (a) recognize the
existence and validity of the Additional Obligations represented by the
Additional Credit Facility, and (b) agree to refrain from making or asserting
any claim that the Additional Credit Facility or other applicable Additional
Documents are invalid or not enforceable in accordance with their terms as a
result of the circumstances surrounding the incurrence of such
obligations.  The [Joining Additional
Agent (for itself and on behalf of the Joining Additional Creditors] (a)
recognize[s] the existence and validity of the Revolving Credit Obligations
represented by the Revolving Credit Agreement and the existence and validity of
the Term Loan Obligations represented by the Term Loan Credit Agreement(9) and
(b) agree[s] to refrain from making or asserting any claim that the Revolving
Credit Agreement, the Term Loan Credit Agreement or other Revolving Credit
Documents or Term Loan Documents,(10) as






(8)             Revise
references throughout as appropriate to refer to the party or parties being
added.


(9)             Add
reference to any previously added Additional Credit Facility and related
Additional Obligations as appropriate.


(10)       Add
reference to any previously added Additional Credit Facility and related
Additional Documents as appropriate.


 



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the case may be, are
invalid or not enforceable in accordance with their terms as a result of the
circumstances surrounding the incurrence of such obligations.


Section 3.  Notices.  Notices and
other communications provided for under the Intercreditor Agreement to be
provided to [the Joining Additional Agent] shall be sent to the address set
forth on Annex 1 attached hereto (until notice of a change thereof is delivered
as provided in Section 7.5 of the Intercreditor Agreement).


Section 4.  Miscellaneous.  THIS JOINDER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT
OF LAWS PRINCIPLES TO THE EXTENT THAT THE SAME ARE NOT MANDATORILY APPLICABLE
BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF LAWS OF ANOTHER
JURISDICTION.


[Add Signatures]


 



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