Exhibit
10.5


	
  CITIBANK, N.A.

  CITIGROUP GLOBAL

  MARKETS INC.

  390 Greenwich Street

  New York, New York 10013

  	
   

  	
  J.P.
  MORGAN SECURITIES INC.

  JPMORGAN CHASE BANK, N.A.

  270 Park Avenue

  New York, New York 10017

  	
   

  	
  BANC OF AMERICA

  SECURITIES LLC

  BANK OF AMERICA, N.A.

  Nine West 57th Street

  New York, New York 10019

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GOLDMAN SACHS CREDIT 

  PARTNERS L.P.

  85 Broad Street

  New York, New York 10004

  	
  MORGAN STANLEY 

  SENIOR FUNDING, INC.

  1585 Broadway

  New York, New York 10036

  
						



 


CONFIDENTIAL


July 30, 2007


The ServiceMaster
Company

860 Ridge Lake Boulevard

Memphis, Tennessee  38120

Attention:  Treasurer


The
Senior Managing Agents referenced on Annex I hereto (the “Senior Managing
Agents”)


Amendment Letter


Ladies and Gentlemen:


Reference is made to the (i)
Credit Agreement, dated as of July 24, 2007 (as amended, supplemented, waived
or otherwise modified from time to time, the “Term Loan Credit Agreement”),
among CDRSVM Acquisition Co., Inc., a Delaware corporation (the rights and
obligations of which have been assumed by The ServiceMaster Company, a Delaware
corporation) (the “Borrower”), the several banks and other financial
institutions from time to time party thereto (the “Lenders”), Citibank
N.A., as administrative agent, 
collateral agent and LC Facility issuing bank (the “Administrative
Agent”) and JPMorgan Chase Bank, N.A., as syndication agent and (ii) the
Commitment Letter dated April 9, 2007, (the “Commitment Letter”) by and
among the Borrower, Citigroup Global Markets Inc. (“CGMI”) on behalf of
Citigroup (as defined in the Commitment Letter), JPMorgan Chase Bank, N.A. (“JPMCB”),
J.P. Morgan Securities Inc., Bank of America, N.A. (“BANA”), Banc of
America Bridge LLC, Banc of America Securities LLC, Blue Ridge Investments,













L.L.C., Goldman Sachs Credit Partners L.P. (“GSCP”)
and Morgan Stanley Senior Funding, Inc. (“MSSF”, and together with CGMI,
JPMorgan, BANA, BAS and GSCP, collectively, the “Joint Lead Arrangers”).  Unless otherwise defined herein, terms
defined in the Term Loan Credit Agreement and used herein shall have the
meanings given to them in the Term Loan Credit Agreement.


The parties hereby agree
that until the date that is the earlier of (i) the date which is 90 days from
the Closing Date and (ii) the date on which Citigroup, JPMCB, Bank of America,
GSCP and MSSF (collectively, the “Commitment Letter Lenders”) no longer
hold any Term Loans, Delayed Draw Term Loan Commitments or LC Facility
Participations under the Term Loan Credit Agreement (such date, the “Syndication
Date”), if requested prior to the Syndication Date by one or more Lenders
holding at least a majority in the aggregate of Term Loans, Delayed Draw Term
Loan Commitments and/or Delayed Draw Term Loans, and LC Facility Participations
and/or LC Facility Term Loans then held by all Lenders (which request shall be
made in writing to the Borrower), the Borrower, together with the
Administrative Agent and the Lenders, shall amend and restate the Term Loan
Credit Agreement (as so amended and restated, the “Amended and Restated Term
Loan Credit Agreement”) solely to provide for two tranches of term loans
(the “Tranche B-1 Term Loans” and the “Tranche B-2 Term Loans”,
respectively) having the terms described below, provided that (i) the
Borrower shall not be obligated to enter into such Amended and Restated Term
Loan Credit Agreement unless each other party to the Term Loan Credit Agreement
shall do so, (ii) the changes effected thereby shall not be adverse to the
Borrower in any respect unless the Borrower shall consent thereto (which consent
may be withheld by the Borrower in its sole discretion) and (iii) such Amended
and Restated Term Loan Credit Agreement shall otherwise be in form and
substance reasonably satisfactory to the Borrower, the Administrative Agent and
the Lenders.  Such Tranche B-2 Term Loans
shall include (a) any outstanding Delayed Draw Term Loan Commitments and/or
Delayed Draw Term Loans then held by the Commitment Letter Lenders to the
extent such Delayed Draw Term Loans and/or Delayed Draw Term Loan Commitments
have not been allocated for syndication, (b) any outstanding LC Facility
Participations and/or LC Facility Term Loans then held by the Commitment Letter
Lenders to the extent such LC Facility Participations and/or LC Facility Term
Loans have not been allocated for syndication and (c) any other Term Loans then
held by the Commitment Letter Lenders to the extent such Term Loans have not
been allocated for syndication.  Such
Tranche B-1 Term Loans shall include all other Term Loans that do not
constitute Tranche B-2 Term Loans.  For
the avoidance of doubt, all Term Loans, LC Facility Participations and/or LC
Facility Term Loans and Delayed Draw Term Loan Commitments and/or Delayed Draw
Term Loans held by the Senior Managing Agents shall constitute Tranche B-1 Term
Loans.  The Tranche B-1 Term Loans and
the Tranche B-2 Term Loans shall have the same terms and be pari passu in all
respects, except that proceeds from Collateral in connection with the exercise
of secured creditor remedies shall be allocated to repay Tranche B-1 Term Loans
in full prior to any allocation of such proceeds to repay Tranche B-2 Term
Loans.



 2
 









This Amendment Letter shall
be governed by, and construed in accordance with, the law of the state of New
York.  Each party hereto hereby waives,
to the fullest extent permitted by applicable law, any right to trial by jury
with respect to any action or proceeding arising out of or relating to this
Amendment Letter.


The parties hereto
acknowledge that the Borrower shall have no obligation to keep this Amendment
Letter confidential and, without limiting the foregoing, this Amendment Letter
or any of its terms or contents may be disclosed to any third party or
circulated or referred to publicly by the Borrower, including but not limited
to in any filing with the Securities and Exchange Commission.


This Amendment Letter may be
executed in any number of counterparts and by the different parties hereto on
separate counterparts, each of which counterparts shall be an original, but all
of which shall together constitute one and the same instrument.  The terms and conditions of this Amendment
Letter may be modified only in writing signed by each of the parties hereto.


[Signature pages follow]


 



 3














 


Annex I


Senior Managing Agents


BNP Paribas


Bank of Tokyo-Mitsubishi UFJ Trust Company


Fortis Capital Corp


General Electric Capital Corporation


HSBC Bank USA, N.A.


Natixis


Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. “Rabobank
Nederland”, New York Branch


The Royal Bank of Scotland plc











 




	
  

  	
   

  
	
   

  	
   

  
	
   

  	
  Arrangers:

  
	
   

  	
   

  
	
   

  	
  Accepted and Agreed:

  
	
   

  	
   

  
	
   

  	
  CITIBANK, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy P. Dilworth

  
	
   

  	
   

  	
  Name: Timothy P. Dilworth

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  






 


	
  

  	
  CITIGROUP GLOBAL MARKETS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Timothy P. Dilworth

  	
   

  
	
   

  	
   

  	
  Name: Timothy P. Dilworth

  	
   

  
	
   

  	
   

  	
  Title: Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Bruce S. Borden

  	
   

  
	
   

  	
   

  	
  Name: Bruce S. Borden

  	
   

  
	
   

  	
   

  	
  Title: Executive Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  J.P. MORGAN SECURITIES INC.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Frederic Distel

  	
   

  
	
   

  	
   

  	
  Name: Frederic Distel

  	
   

  
	
   

  	
   

  	
  Title: Vice President

  	
   

  
	
   

  	
   

  	
   

  



 











 


	
  

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Robert Klawinski

  	
   

  
	
   

  	
   

  	
  Name: Robert Klawinski

  	
   

  
	
   

  	
   

  	
  Title: Senior Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BANC OF AMERICA SECURITIES LLC

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Matthew Girando

  	
   

  
	
   

  	
   

  	
  Name: Matthew Girando

  	
   

  
	
   

  	
   

  	
  Title: Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GOLDMAN SACHS CREDIT PARTNERS 

  L.P.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Bruce H. Mendelsohn

  	
   

  
	
   

  	
   

  	
  Name: Bruce H. Mendelsohn

  	
   

  
	
   

  	
   

  	
  Title: Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MORGAN STANLEY SENIOR 

  FUNDING, INC.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Eugene F. Martin

  	
   

  
	
   

  	
   

  	
  Name: Eugene F. Martin

  	
   

  
	
   

  	
   

  	
  Title: Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BANC OF AMERICA BRIDGE LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Klawinski

  	
   

  
	
   

  	
   

  	
  Name: Robert Klawinski

  	
   

  
	
   

  	
   

  	
  Title: Senior Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BLUE RIDGE INVESTMENTS, L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George C. Carp

  	
   

  
	
   

  	
   

  	
  Name: George C. Carp

  	
   

  
	
   

  	
   

  	
  Title: SVP — Finance

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 











 


	
  The provisions of this Amendment Letter with respect
  to the Term Loan Credit Agreement are Accepted and Agreed to as of the date
  first above written:

  
	
   

  	
   

  
	
   

  	
   

  
	
  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

  	
   

  	
   

  



 















 




	
  

  	
   

  	
  BNP PARIBAS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Cecile Scherer

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Cecile Scherer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Director Merchant Banking Group

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Amy Kirschner

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Amy Kirschner

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Karen A. Brinkman

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Karen A. Brinkman

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  






 











 




	
  

  	
   

  	
  FORTIS CAPITAL CORP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John Crawford

  
	
   

  	
   

  	
   

  	
  Name:

  	
  John Crawford

  
	
   

  	
   

  	
   

  	
  Title:

  	
  MD

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michiel V.M. van der Voort

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Michiel V.M. van der Voort

  
	
   

  	
   

  	
   

  	
  Title:

  	
  MD

  






 











 




	
  

  	
   

  	
  GENERAL ELECTRIC CAPITAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michelle C. Handy

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Michelle C. Handy

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Its Duly Authorized Signatory

  






 











 




	
  

  	
   

  	
  HSBC BANK USA, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Bradley A. Olsen

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Bradley A. Olsen

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  






 











 




	
  

  	
   

  	
  NATIXIS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gerardo Cunet

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Gerardo Cunet

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Tefta Ghilaga

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Tefta Ghilaga

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Director

  






 











 




	
  

  	
   

  	
  COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.
  “RABOBANK NEDERLAND”, NEW YORK BRANCH

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Nader Pasdar

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Nader Pasdar

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Andrew Sherman

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Andrew Sherman

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Director

  






 











 




	
  

  	
   

  	
  THE ROYAL BANK OF SCOTLAND PLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David Gilio

  
	
   

  	
   

  	
   

  	
  Name:

  	
  David Gilio

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing Director