Exhibit 10.10


SENIOR INTERIM LOAN
ASSUMPTION AGREEMENT


SENIOR INTERIM LOAN
ASSUMPTION AGREEMENT, dated as of July 24, 2007 (this “Agreement”),
between CDRSVM Acquisition Co., Inc., a Delaware corporation (“Assignor”),
and The ServiceMaster Company, a Delaware corporation (“Assignee”), and
consented to by JPMorgan Chase Bank, N.A., as administrative agent (in such
capacity, the “Administrative Agent”) for the banks and other financial
institutions (the “Lenders”) from time to time parties to the Senior Interim
Loan Agreement (as hereinafter defined).


W  I  T  N  E  S  S  E  T  H:


WHEREAS, Assignor and the
Administrative Agent are parties to the Senior Interim Loan Credit Agreement,
dated as of July 24, 2007 (as
amended, restated, supplemented or otherwise modified from time to time, the “Senior
Interim Loan Agreement”), among Assignor, the Lenders, the Administrative
Agent, Citigroup Global Markets Inc.,
as syndication agent, and Citigroup Global Markets Inc., J.P. Morgan Securities
Inc., Banc of America Securities LLC, Goldman Sachs Credit Partners L.P. and
Morgan Stanley Senior Funding, Inc., as joint lead arrangers and joint bookrunning
managers.


WHEREAS, pursuant to the Senior
Interim Loan Agreement and in consideration of, among other things, the making
available to Assignee of a senior interim loan under the Senior Interim Loan
Agreement, Assignor wishes to assign, transfer and convey to Assignee all of
Assignor’s rights, obligations, covenants, agreements, duties and liabilities,
and Assignee wishes to assume from Assignor all of its rights, obligations,
covenants, agreements, duties and liabilities, in each case as “Borrower” under
or with respect to the Senior Interim Loan Agreement, any Senior Interim Loan Notes,
any of the other Loan Documents (in each case as hereinafter defined) and any
and all certificates and other documents executed by Assignor in connection
therewith.


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


1.             Defined Terms.  Unless otherwise defined herein, terms
defined in the Senior Interim Loan Agreement and used herein shall have the
meanings given to them in the Senior Interim Loan Agreement.


2.             Assignment of Rights and
Obligations.  Effective as of
immediately after the Merger on the Closing Date, Assignor hereby irrevocably
assigns, transfers and conveys to Assignee all of Assignor’s rights,
obligations, covenants, agreements, duties and liabilities as “Borrower” under
or with respect to the Senior Interim Loan Agreement, any Senior Interim Loan Notes,
any of the other Loan Documents and any and all certificates and other
documents executed by Assignor in connection therewith; provided, however,
that Assignor understands and agrees that such assignment, transfer and
conveyance shall not be effective with respect to, or in any way release
Assignor from any of its obligations, covenants, agreements, duties and
liabilities under or with respect to this Agreement.











3.             Assumption of
Agreements and Obligations. 
Effective as of immediately after the Merger on the Closing Date,
Assignee hereby expressly assumes, confirms and agrees to perform and observe
all of the indebtedness, obligations (including, without limitation, all
obligations in respect of the Loans), covenants, agreements, terms, conditions,
duties and liabilities of Assignor as “Borrower” under or with respect to the
Credit Agreement, any Senior Interim Loan Notes and any of the other Loan
Documents to which Assignor is a party in its capacity as “Borrower” as fully
as if Assignee were originally the obligor in respect thereof and the signatory
in the capacity of “Borrower” thereto; provided, however, that
Assignor understands and agrees that such assumption shall not be effective
with respect to, or in any way obligate Assignee to perform and observe any
obligations, covenants, agreements, terms, conditions, duties or liabilities of
Assignor under or with respect to this Agreement.  At all times after the effectiveness of such
assumption, with respect to all extensions of credit made to or for the account
of Assignor prior to the effectiveness of such assumption, Assignee shall have
the obligations of, and Assignor shall no longer be or have the obligations of,
the “Borrower” within the meaning of and for all purposes of the Senior Interim
Loan Agreement.  In addition, at all
times after the effectiveness of such assumption, all references to the “Borrower”
in the Senior Interim Loan Agreement, any Senior Interim Loan Notes, any of the
other Loan Documents and any and all certificates and other documents executed
by Assignor in connection therewith shall be deemed to be references to
Assignee.


4.             Amendment to Senior Interim Loan
Agreement.  The Senior Interim Loan
Agreement is hereby deemed to be amended to the extent, but only to the extent,
necessary to effect the assignment and assumption provided for hereby.  Except as expressly amended, modified and
supplemented hereby, the provisions of the Senior Interim Loan Agreement and
the other Loan Documents are and shall remain in full force and effect.


5.             Affirmation of Loan Documents.  Each of InStar Services Group, Inc., InStar Services Group,
L.P., InStar Services Holdings, LLC, InStar Services Management, LLC, Merry
Maids Limited Partnership, MM Maids L.L.C., ServiceMaster Consumer Services,
Inc., ServiceMaster Consumer Services Limited Partnership, ServiceMaster
Holding Corporation, ServiceMaster Management Corporation, ServiceMaster
Residential/Commercial Services Limited Partnership, SM Clean L.L.C., Terminix
International, Inc., The Terminix International Company Limited Partnership,
TruGreen Companies L.L.C., TruGreen, Inc., TruGreen LandCare, L.L.C. and
TruGreen Limited Partnership hereby consents to the execution and
delivery of this Agreement and confirms, reaffirms and restates its obligations
under each of the Loan Documents to which it is a party pursuant to the terms
hereof.


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


7.             Counterparts.  This Agreement may be executed by one or more
of the parties to this Agreement on any number of separate counterparts, and
all of said counterparts taken together shall be deemed to constitute one and
the same instrument.  Delivery of an
executed signature page of this Agreement by facsimile transmission shall be
effective as











delivery
of a manually executed counterpart hereof. 
A set of the copies of this Agreement signed by all the parties shall be
lodged with Assignee and the Administrative Agent.


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


9.             Severability.  Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


10.           Successors and Assigns.  The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.


11.           WAIVERS OF JURY TRIAL.  EACH PARTY
HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM
THEREIN.


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Blank]











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


	
   

  	
  CDRSVM ACQUISITION CO., 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

  
					



 











Consented and Agreed

(for purposes of Section 5 only):


	
  INSTAR SERVICES GROUP, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ David J. Demos

  	
   

  
	
   

  	
  Name:

  	
  David J. Demos

  
	
   

  	
  Title:

  	
  Chief Executive Officer, President

  
	
   

  	
   

  	
  & Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Richard J. Augustine

  	
   

  
	
   

  	
  Name:

  	
  Richard J. Augustine

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  INSTAR SERVICES GROUP, L.P.

  
	
  By:

  	
  INSTAR SERVICES MANAGEMENT,

  
	
   

  	
  LLC, its general partner

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Ernest J. Mrozek

  	
   

  
	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  INSTAR SERVICES HOLDINGS, LLC

  
	
   

  	
   

  
	
  By:

  	
  /s/ Ernest J. Mrozek

  	
   

  
	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
  Title:

  	
  Assistant Treasurer

  
				



 











 


	
  INSTAR SERVICES MANAGEMENT, LLC

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Ernest J. Mrozek

  	
   

  
	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MERRY MAIDS LIMITED PARTNERSHIP

  
	
  By:

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

  
	
   

  	
   

  
	
  By:

  	
  /s/ Ernest J. Mrozek

  	
   

  
	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
  Title:

  	
  Vice President & Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MM MAIDS L.L.C.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Ernest J. Mrozek

  	
   

  
	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
  Title:

  	
  Vice President &

  
	
   

  	
   

  	
  Treasurer

  
				



 











 


	
  SERVICEMASTER CONSUMER SERVICES, INC.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Ernest J. Mrozek

  	
   

  
	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
  Title:

  	
  President & Chief Operating

  
	
   

  	
   

  	
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SERVICEMASTER CONSUMER SERVICES

  
	
  LIMITED PARTNERSHIP

  
	
   

  
	
   

  
	
  By:

  	
  SERVICEMASTER CONSUMER SERVICES,

  
	
   

  	
  INC., its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Ernest J. Mrozek

  	
   

  
	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
  Title:

  	
  President & Chief Operating

  
	
   

  	
   

  	
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SERVICEMASTER HOLDING CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Ernest J. Mrozek

  	
   

  
	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 











 


	
  SERVICEMASTER MANAGEMENT

  
	
  CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Ernest J. Mrozek

  	
   

  
	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
  Title:

  	
  Senior Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SERVICEMASTER RESIDENTIAL/COMMERCIAL

  
	
  SERVICES LIMITED PARTNERSHIP

  
	
   

  
	
  By:

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

  
	
   

  	
   

  
	
  By:

  	
  /s/ Ernest J. Mrozek

  	
   

  
	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SM CLEAN L.L.C.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Ernest J. Mrozek

  	
   

  
	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 











 


	
  TERMINIX INTERNATIONAL, INC.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Ernest J. Mrozek

  	
   

  
	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE TERMINIX INTERNATIONAL

  
	
  COMPANY LIMITED PARTNERSHIP

  
	
  By:

  	
  TERMINIX INTERNATIONAL, INC.,

  
	
   

  	
  its general partner

  
	
   

  	
   

  
	
  By:

  	
  /s/ Ernest J. Mrozek

  	
   

  
	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TRUGREEN COMPANIES L.L.C.

  
	
   

  
	
  By:

  	
  /s/ Ernest J. Mrozek

  	
   

  
	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 











 


	
  TRUGREEN, INC.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Jim L. Kaput

  	
   

  
	
   

  	
  Name:

  	
  Jim L. Kaput

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TRUGREEN LANDCARE L.L.C.

  
	
   

  
	
  By:

  	
  /s/ Ernest J. Mrozek

  	
   

  
	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
  Title:

  	
  Vice President & Assistant

  
	
   

  	
   

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TRUGREEN LIMITED PARTNERSHIP

  
	
  By:

  	
  TRUGREEN, INC., its general partner

  
	
   

  	
   

  
	
  By:

  	
  /s/ Jim L. Kaput

  	
   

  
	
   

  	
  Name:

  	
  Jim L. Kaput

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
  Title:

  	
  Assistant Treasurer

  
				



 











 


	
  Consented to:

  
	
   

  
	
  JPMORGAN CHASE BANK, N.A.,

  
	
  as Administrative Agent

  
	
   

  
	
   

  
	
  By: 

  	
  /s/ Bruce S. Borden

  	
   

  
	
   

  	
  Name: Bruce S. Borden

  
	
   

  	
  Title: Executive Director