Exhibit 10.56

 

EXECUTION VERSION

 

SIXTH AMENDMENT

 

This Sixth Amendment (the “Sixth Amendment”) amends that certain First Amended and Restated Master Services Agreement and the related First Amended and Restated Transaction Document No. 1, both dated November 1, 2010 and subsequently amended, by and between ServiceMaster Consumer Services Limited Partnership and International Business Machines Corporation.

 

1.                                      Defined Terms

 

Unless otherwise defined herein, capitalized terms continue to have the meanings set forth in the Master Agreement or Transaction Document No. 1, as applicable.

 

2.                                      Effective Date

 

This amendment shall be effective as of the last date executed by the Parties as shown below.  Except as expressly modified below, the terms and conditions of both the First Amended and Restated Master Services Agreement and its First Amended and Restated Transaction Document No. 1, as subsequently amended, remain in full force and effect.

 

3.                                      Amendment

 

As an express deviation from the Master Agreement in accordance with Sections 1.2(d) and 17.2 of the Master Agreement, the Parties hereby agree to amend the Master Agreement and Transaction Document No. 1 as follows:

 

(a)                               The first sentence of Section 2.2 of the Master Agreement is hereby deleted in its entirety and shall be replaced with the following sentence:

 

“Customer may request and Service Provider shall provide the Termination Assistance Services in accordance with Section 12.4 for up to thirty-six (36) months for the Application Development and Maintenance Services described in Part E of Schedule B-1 to Transaction Document No. 1 and in Schedule B to Transaction Document No. 2 and for up to twenty-four (24) months for all other Services (the “Termination Assistance Period”), upon Customer’s written notice.”

 

(b)                               The second sentence of Section 9.1 of the Master Agreement is hereby deleted in its entirety and shall be replaced with the following sentence:

 

“Customer shall have the right to retain Third Party vendors to perform any service, function, responsibility, activity or task whether or not it is within the scope of the Services or would constitute an Additional Service or New Service, or to perform any such services, functions, responsibilities or tasks (whether all or a part of the Services or the New Services) internally.”

 

(c)                                Section 12.1(e) of the Master Agreement is hereby deleted in its entirety and shall be replaced with the following:

 











 

“For convenience with respect to any part of the Services upon sixty (60) days written notice of the effective date of such termination, by Customer to Service Provider;”

 

(d)                               The last paragraph of Section 12.1 of the Master Agreement, which is located after Section 12.1(l), is hereby deleted in its entirety and shall be replaced with the following:

 

“In the event of any termination, Customer’s notice to Service Provider shall specify a termination date no less than sixty (60) days after the date of the notice, and, upon the cessation of the Services, the Charges for the portion of the Services so terminated shall be removed from the “Charges” Schedule to the Transaction Document or adjusted in accordance with the Sixth Amendment and any other terms shall be equitably adjusted to reflect the termination of such portion of the Services.”

 

(e)                                Section 12.3(a) of the Master Agreement is hereby deleted in its entirety and shall be replaced with the following:

 

“In the event of a termination of Transaction Document No. 2 pursuant to Sections 12.1(e) or 12.2, Customer shall pay Service Provider the applicable amounts, if any, specified in the “Termination for Convenience” Schedule to Transaction Document No. 2.”

 

(f)                                 Section 12.5(c) of the Master Agreement is hereby deleted in its entirety and shall be replaced with the following:

 

“Any time after January 1, 2012, the Customer Group or its designee shall have the right to make offers of employment to any or all Service Provider employees performing Services hereunder or under such Transaction Document.  With the prior consent of each Service Provider employee (each of whom Service Provider will notify of Customer’s interest) and subject to the agreement of Service Provider employee(s), Service Provider agrees to promptly supply Customer with the names of such employees when requested by Customer for the purpose of exercising its rights under this Section 12.5, at no charge.  Subject to applicable Law, Customer’s rights under this Section 12.5 will take precedence over any Service Provider/employee employment contract or covenant that may otherwise limit an employee’s right to accept employment with the Customer Group.”

 

(g)                                The definitions of the terms in Sections A.54, A.95, A.166, A.176, and A.184 of Schedule A to Transaction Document No. 1 are hereby deleted in their entirety and replaced with the following:

 

“equals zero.”

 

(h)                                Section 2.4(a) of Schedule E-1 to Transaction Document No. 1 is hereby deleted in its entirety and shall be replaced with the following:

 

2











 

“(i)                                As of the Effective Date, the Resource Units, Resource Baselines, Dead Bands, ARC/RRC Rates and ARC/RRC Measurement Periods for each of the Towers are as set forth in Schedules E-3 and E-7, as applicable.  The Resource Baselines are monthly amounts for Resource Units that are measured on a monthly basis, unless otherwise agreed.

 

(ii)                                   Beginning on February 1, 2012, Customer may elect to eliminate its consumption of the Services associated with any Resource Unit at any time; provided, that Customer shall provide Service Provider at least 60 days advance written notice of its intention to do so, which notice shall include Customer’s expected transition schedule for the Services and any Additional Services required of IBM.  In such case: (A) on an individual Resource Unit basis, once Customer’s actual consumption of a Resource Unit is equal to or less than the amount specified in Attachment 1 to the Sixth Amendment in the column headed “50% of Base Volume” for such Resource Unit as of February 1, 2012, then in the following month, the respective Resource Baseline and Base Charge shall each automatically be reduced to the amounts specified in the columns headed “50% of Base Volume” and “50% of Base Fee” for such Resource Unit, respectively and (B) once Customer’s actual Resource Unit consumption for all Resource Units associated with a Tower (as identified in Attachment 1 to the Sixth Amendment) is zero, the remaining Base Charges and Resource Baselines for the Resource Units associated with such Tower shall each automatically be reduced to zero and the Base Charge for “Development/Application Maintenance/PMO Core Team” shall automatically be increased by an amount equal to the amounts specified in Attachment 1 to the Sixth Amendment in the column headed “Fixed Fee Floor” for each such Resource Unit in the applicable Tower.  The Parties will document the transition and elimination of such Services pursuant to appropriate Change Orders.

 

(iii)                               Beginning on February 1, 2012, Customer may elect to eliminate its consumption of the Application Maintenance Services and the Application Development Services at any time.  In such a case, Customer shall update its rolling 90-day forecasts required in accordance with Schedule E-7 on a monthly basis to reflect Customer’s reduced consumption plan, then in the following month, the respective Resource Baseline shall each automatically be reduced to the amounts specified in such reduced consumption forecast and the Base Charge shall be calculated using such reduced Resource Baseline.

 

(iv)                                 Once Customer’s actual consumption of the “Development/Application Maintenance/PMO Core Team” is equal to or less than 10,000 hours, then in the following month, the Base Charge for “Development/Application Maintenance/PMO Core Team” shall automatically be reduced by $35,306.  Once Customer’s actual consumption of the “Development/Application Maintenance/PMO Core

 

3











 

Team” is equal to zero, the Base Charge for “Development/Application Maintenance/PMO Core Team” shall automatically be reduced to zero.”

 

(i)                                   Sections 3.1, 3.2, and 3.3 of Schedule E-1 to Transaction Document No. 1 are hereby deleted in their entirety.

 

(j)                                  Section 8 of Schedule E-1 to Transaction Document No. 1 is hereby deleted in its entirety and shall be replaced with the following:

 

“(a)                             In the event Customer gives Service Provider actual written notice of termination of the TruGreen LawnCare Branch LPAR Rapid Recovery Services effective prior to December 31, 2015, then Customer shall pay the fee set forth in Attachment 2 to the Sixth Amendment for the contract month corresponding with the effectiveness of such termination, unless otherwise agreed by the Parties.

 

(b)                                    In the event Customer gives Service Provider actual written notice of termination for convenience of the ADM Services effective prior to September 30, 2013, then Customer shall pay the fee set forth in Attachment 3 to the Sixth Amendment for the contract month corresponding with the effectiveness of such termination.  Notwithstanding the previous sentence, neither reductions in the ADM Services consumed by Customer that occur as result of the “bid out” process referred to in Schedule F-5-7 nor Customer’s reduction of its ADM Services consumption to zero shall constitute a termination of the ADM Services and no such fee shall be payable in either circumstance.”

 

(k)                               Schedule E-9 to Transaction Document No. 1 is hereby deleted in its entirety, along with references to such schedule in the tables of schedules contained in Transaction Document No. 1 and Exhibit 2 to the Master Agreement.

 

(l)                                   Section 2.6(a) of Schedule N to Transaction Document No. 1 is hereby deleted in its entirety and shall be replaced with the following:

 

“Deliver to Customer or a Successor Service Provider, as in existence as of Customer’s request: (i) the current Policies and Process Interface Manuals,(ii) all applicable documentation regarding processes and procedures used to provide the Services, including all passwords and access codes, and (iii) the original knowledge transfer documentation provided by Customer to Service Provider in 2009;”

 

[Signatures follow on the next page.]

 

4











 

IN WITNESS WHEREOF, the Parties have caused this Sixth Amendment to be duly executed by their authorized representatives as of the dates set forth below.

 

	
ServiceMaster   Consumer Services Limited Partnership  

 

By   ServiceMaster Consumer Services, Inc., its General Partner
    	
 
    	
International Business Machines Corporation
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:   
    	
/s/   Linda Goodspeed
    	
 
    	
By:   
    	
/s/   Eusebio Fomoso
    
	
Authorized   signature
    	
 
    	
Authorized   signature
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Name:   Linda Goodspeed
    	
 
    	
Name:   Eusebio Formoso
    
	
 
    	
 
    	
 
    
	
Title:   Senior Vice President, Chief Information Officer
    	
 
    	
Title:   Project Executive
    
	
 
    	
 
    	
 
    
	
Date:   March 27, 2012
    	
 
    	
Date:   March 27, 20112
    
					


 

5




 






 

SIXTH AMENDMENT
  ATTACHMENT 1

 

This is Attachment 1 to the Sixth Amendment dated March 27, 2012 by and between ServiceMaster Consumer Services Limited Partnership and International Business Machines Corporation. Unless otherwise defined herein, capitalized terms have the meanings set forth in the Master Agreement or Transaction Document No. 1, as applicable.

 

	
Tower
    	
 
    	
Area
    	
 
    	
RU
   Based
    	
 
    	
RU Name
    	
 
    	
Base Fee
    	
 
    	
Base
    Volume
    	
 
    	
ARC / RRC
   Rate
    	
 
    	
Fixed Fee
    	
 
    	
50% of
   Base
   Volume
    	
 
    	
50% of
    Base Fee
    	
 
    	
Fixed Fee
    Floor
    	
 
    
	
Server Support
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Unix
    	
 
    	
Y
    	
 
    	
Unix
    	
 
    	
$
    	
17,035
    	
 
    	
49
    	
 
    	
$
    	
296
    	
 
    	
$
    	
2,555
    	
 
    	
25
    	
 
    	
$
    	
8,518
    	
 
    	
$
    	
1,278
    	
 
    
	
 
    	
 
    	
Intel/AD
    	
 
    	
Y
    	
 
    	
Intel
    	
 
    	
$
    	
283,668
    	
 
    	
901
    	
 
    	
$
    	
298
    	
 
    	
$
    	
15,333
    	
 
    	
451
    	
 
    	
$
    	
141,834
    	
 
    	
$
    	
7,667
    	
 
    
	
 
    	
 
    	
AS400
    	
 
    	
Y
    	
 
    	
AS400
    	
 
    	
$
    	
90,986
    	
 
    	
231
    	
 
    	
$
    	
335
    	
 
    	
$
    	
13,648
    	
 
    	
116
    	
 
    	
$
    	
45,493
    	
 
    	
$
    	
6,824
    	
 
    
	
 
    	
 
    	
DBA
    	
 
    	
Y
    	
 
    	
Database   Instances
    	
 
    	
$
    	
26,497
    	
 
    	
96
    	
 
    	
$
    	
193
    	
 
    	
$
    	
7,949
    	
 
    	
48
    	
 
    	
$
    	
13,248
    	
 
    	
$
    	
3,974
    	
 
    
	
 
    	
 
    	
Citrix   Support
    	
 
    	
N
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Storage
    	
 
    	
Y
    	
 
    	
Allocated TBs
    	
 
    	
$
    	
91,380
    	
 
    	
305
    	
 
    	
$
    	
254
    	
 
    	
$
    	
13,707
    	
 
    	
153
    	
 
    	
$
    	
45,690
    	
 
    	
$
    	
6,853
    	
 
    
	
 
    	
 
    	
Middleware
    	
 
    	
N
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
CNC/JDE
    	
 
    	
N
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Groupware   (SCCM,SCOM,etc)
    	
 
    	
N
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Email
    	
 
    	
Y
    	
 
    	
Email IDs
    	
 
    	
$
    	
21,403
    	
 
    	
14,223
    	
 
    	
$
    	
1
    	
 
    	
$
    	
2,140
    	
 
    	
7,112
    	
 
    	
$
    	
10,701
    	
 
    	
$
    	
1,070
    	
 
    
	
 
    	
 
    	
Blackberry
    	
 
    	
Y
    	
 
    	
Blackberry IDs
    	
 
    	
$
    	
3,754
    	
 
    	
915
    	
 
    	
$
    	
4
    	
 
    	
$
    	
375
    	
 
    	
458
    	
 
    	
$
    	
1,877
    	
 
    	
$
    	
188
    	
 
    
	
Data Center Operations
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Server   Operations & Backups
    	
 
    	
N
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Monitoring   Software (Ops)
    	
 
    	
N
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Job   Monitoring (Production Control)
    	
 
    	
N
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
End User Support
    	
 
    	
 
    	
 
    	
$
    	
(25,893
    	
)
    	
N/A
    	
 
    	
N/A
    	
 
    	
$
    	
(25,893
    	
)
    	
 
    	
 
    	
 
    	
 
    	
$
    	
(34,940
    	
)
    
	
 
    	
 
    	
Service   Desk
    	
 
    	
Y
    	
 
    	
PCs & Thin   Clients
    	
 
    	
$
    	
275,480
    	
 
    	
18,630
    	
 
    	
$
    	
13
    	
 
    	
$
    	
27,548
    	
 
    	
9,315
    	
 
    	
$
    	
137,740
    	
 
    	
$
    	
13,774
    	
 
    
	
 
    	
 
    	
Desk   Side Support (PCs,Thins, MFPs)
    	
 
    	
Y
    	
 
    	
PCs,Thin   Clients, & MFPs
    	
 
    	
$
    	
171,867
    	
 
    	
23,148
    	
 
    	
Various
    	
 
    	
$
    	
22,606
    	
 
    	
11,574
    	
 
    	
$
    	
85,933
    	
 
    	
$
    	
11,303
    	
 
    
	
 
    	
 
    	
Remote   Support (CTS)
    	
 
    	
N
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
IMAC   Coordination
    	
 
    	
N
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
IMACs
    	
 
    	
Y
    	
 
    	
IMACs
    	
 
    	
$
    	
30,910
    	
 
    	
300
    	
 
    	
$
    	
88
    	
 
    	
$
    	
4,637
    	
 
    	
150
    	
 
    	
$
    	
15,455
    	
 
    	
$
    	
2,318
    	
 
    
	
Cross Functional / Other
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Problem &   Change Mgt
    	
 
    	
N
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Asset   Mgt
    	
 
    	
Y
    	
 
    	
Asset Management
    	
 
    	
$
    	
338
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
$
    	
338
    	
 
    	
N/A
    	
 
    	
$
    	
169
    	
 
    	
$
    	
169
    	
 
    
	
 
    	
 
    	
Security
    	
 
    	
N
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Disaster   Recovery
    	
 
    	
N
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Order   Procurement
    	
 
    	
N
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Remedy   Support
    	
 
    	
N
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
SLA   reporting
    	
 
    	
N
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Performance &   Capacity
    	
 
    	
N
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
ID   Administration
    	
 
    	
N
    	
 
    	
ID Administration
    	
 
    	
$
    	
4,598
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
$
    	
4,598
    	
 
    	
N/A
    	
 
    	
$
    	
2,299
    	
 
    	
$
    	
2,299
    	
 
    
	
 
    	
 
    	
Project   Mgt
    	
 
    	
Y
    	
 
    	
Infrastructure   Project Hours
    	
 
    	
$
    	
141,287
    	
 
    	
1,494
    	
 
    	
$
    	
85
    	
 
    	
$
    	
14,939
    	
 
    	
$
    	
747
    	
 
    	
$
    	
70,644
    	
 
    	
$
    	
7,470
    	
 
    
	
Network & Telecom
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
IMAC’s
    	
 
    	
Y
    	
 
    	
Hard IMACs
    	
 
    	
$
    	
—
    	
 
    	
—
    	
 
    	
N/A
    	
 
    	
 
    	
 
    	
—
    	
 
    	
$
    	
—
    	
 
    	
$
    	
—
    	
 
    
	
 
    	
 
    	
Network &   Telecom Operations
    	
 
    	
Y
    	
 
    	
Routers,   Switches, WAP
    	
 
    	
$
    	
69,511
    	
 
    	
801
    	
 
    	
Various
    	
 
    	
$
    	
18,253
    	
 
    	
400
    	
 
    	
$
    	
34,755
    	
 
    	
$
    	
9,127
    	
 
    
	
 
    	
 
    	
Network   Engineering
    	
 
    	
Y
    	
 
    	
Routers,   Switches, WAP
    	
 
    	
$
    	
69,511
    	
 
    	
801
    	
 
    	
Various
    	
 
    	
$
    	
18,253
    	
 
    	
 
    	
 
    	
$
    	
34,755
    	
 
    	
$
    	
9,127
    	
 
    
	
 
    	
 
    	
Firewalls,VPN,   AP’s & DNS
    	
 
    	
Y
    	
 
    	
WAN Devices
    	
 
    	
$
    	
5,265
    	
 
    	
53
    	
 
    	
$
    	
77
    	
 
    	
$
    	
1,178
    	
 
    	
27
    	
 
    	
$
    	
2,632
    	
 
    	
$
    	
589
    	
 
    
	
 
    	
 
    	
Telecommunications   Administration
    	
 
    	
N
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Premise   Voice Systems (Cisco & Avaya)
    	
 
    	
Y
    	
 
    	
ACD Agents,   Voicemail Boxes, PBX Ports, IP Telephony Ports
    	
 
    	
$
    	
143,575
    	
 
    	
25,701
    	
 
    	
Various
    	
 
    	
$
    	
43,042
    	
 
    	
12,851
    	
 
    	
$
    	
71,787
    	
 
    	
$
    	
21,521
    	
 
    
	
 
    	
 
    	
Telecom   Expense Management (TEM)
    	
 
    	
N
    	
 
    	
Telecom Expense   Management
    	
 
    	
$
    	
53,970
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
$
    	
53,970
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    	
N/A
    	
 
    
	
 
    	
 
    	
Audio   and Video Conferencing
    	
 
    	
N
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Circuit   and Transport Technology
    	
 
    	
N
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Branch   Support / Dispatch
    	
 
    	
N
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Totals
    	
 
    	
$
    	
1,475,140
    	
 
    	
 
    	
 
    	
 
    	
 
    	
$
    	
239,177
    	
 
    	
 
    	
 
    	
$
    	
723,531
    	
 
    	
$
    	
70,611
    	
 
    
																															


 

	
Subtotals by Tower
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Server Support
    	
 
    	
$
    	
534,722
    	
 
    	
$
    	
55,708
    	
 
    	
$
    	
267,361
    	
 
    	
$
    	
27,854
    	
 
    
	
Data Center Operations
    	
 
    	
$
    	
—
    	
 
    	
$
    	
—
    	
 
    	
$
    	
—
    	
 
    	
$
    	
—
    	
 
    
	
End User Support
    	
 
    	
$
    	
452,364
    	
 
    	
$
    	
28,897
    	
 
    	
$
    	
239,128
    	
 
    	
$
    	
(7,544
    	
)
    
	
Cross Functional
    	
 
    	
$
    	
146,223
    	
 
    	
$
    	
19,875
    	
 
    	
$
    	
73,112
    	
 
    	
$
    	
9,938
    	
 
    
	
Network & Telecom
    	
 
    	
$
    	
341,831
    	
 
    	
$
    	
134,697
    	
 
    	
$
    	
143,931
    	
 
    	
$
    	
(40,363
    	
)
    
	
Totals
    	
 
    	
$
    	
1,475,140
    	
 
    	
$
    	
239,177
    	
 
    	
$
    	
723,531
    	
 
    	
$
    	
70,611
    	
 
    


 

6




 






 

SIXTH AMENDMENT
  ATTACHMENT 2 - DR TERMINATION FEE

 

This is Attachment 2 to the Sixth Amendment dated March 27, 2012 by and between ServiceMaster Consumer Services Limited Partnership and International Business Machines Corporation. Unless otherwise defined herein, capitalized terms have the meanings set forth in the Master Agreement or Transaction Document No. 1, as applicable.

 

	
 
    	
 
    	
 
    	
 
    	
TruGreen LawnCare
   Branch LPAR Rapid
   Recovery
   Termination Fee
    	
 
    	
 
    	
 
    	
 
    	
 
    	
TruGreen LawnCare
   Branch LPAR Rapid
   Recovery
   Termination Fee
    	
 
    
	
Jan-12
    	
 
    	
Month 37
    	
 
    	
$
    	
 767,621
    	
 
    	
Jan-14
    	
 
    	
Month 61
    	
 
    	
$
    	
 389,363
    	
 
    
	
Feb-12
    	
 
    	
Month 38
    	
 
    	
$
    	
 752,042
    	
 
    	
Feb-14
    	
 
    	
Month 62
    	
 
    	
$
    	
 373,385
    	
 
    
	
Mar-12
    	
 
    	
Month 39
    	
 
    	
$
    	
 736,448
    	
 
    	
Mar-14
    	
 
    	
Month 63
    	
 
    	
$
    	
 357,387
    	
 
    
	
Apr-12
    	
 
    	
Month 40
    	
 
    	
$
    	
 720,840
    	
 
    	
Apr-14
    	
 
    	
Month 64
    	
 
    	
$
    	
 341,369
    	
 
    
	
May-12
    	
 
    	
Month 41
    	
 
    	
$
    	
 705,218
    	
 
    	
May-14
    	
 
    	
Month 65
    	
 
    	
$
    	
 325,331
    	
 
    
	
Jun-12
    	
 
    	
Month 42
    	
 
    	
$
    	
 689,580
    	
 
    	
Jun-14
    	
 
    	
Month 66
    	
 
    	
$
    	
 309,273
    	
 
    
	
Jul-12
    	
 
    	
Month 43
    	
 
    	
$
    	
 673,927
    	
 
    	
Jul-14
    	
 
    	
Month 67
    	
 
    	
$
    	
 293,195
    	
 
    
	
Aug-12
    	
 
    	
Month 44
    	
 
    	
$
    	
 658,259
    	
 
    	
Aug-14
    	
 
    	
Month 68
    	
 
    	
$
    	
 277,096
    	
 
    
	
Sep-12
    	
 
    	
Month 45
    	
 
    	
$
    	
 642,575
    	
 
    	
Sep-14
    	
 
    	
Month 69
    	
 
    	
$
    	
 260,977
    	
 
    
	
Oct-12
    	
 
    	
Month 46
    	
 
    	
$
    	
 626,876
    	
 
    	
Oct-14
    	
 
    	
Month 70
    	
 
    	
$
    	
 244,836
    	
 
    
	
Nov-12
    	
 
    	
Month 47
    	
 
    	
$
    	
 611,161
    	
 
    	
Nov-14
    	
 
    	
Month 71
    	
 
    	
$
    	
 228,674
    	
 
    
	
Dec-12
    	
 
    	
Month 48
    	
 
    	
$
    	
 595,429
    	
 
    	
Dec-14
    	
 
    	
Month 72
    	
 
    	
$
    	
 212,490
    	
 
    
	
Jan-13
    	
 
    	
Month 49
    	
 
    	
$
    	
 579,682
    	
 
    	
Jan-15
    	
 
    	
Month 73
    	
 
    	
$
    	
 196,284
    	
 
    
	
Feb-13
    	
 
    	
Month 50
    	
 
    	
$
    	
 563,918
    	
 
    	
Feb-15
    	
 
    	
Month 74
    	
 
    	
$
    	
 180,056
    	
 
    
	
Mar-13
    	
 
    	
Month 51
    	
 
    	
$
    	
 548,137
    	
 
    	
Mar-15
    	
 
    	
Month 75
    	
 
    	
$
    	
 163,806
    	
 
    
	
Apr-13
    	
 
    	
Month 52
    	
 
    	
$
    	
 532,339
    	
 
    	
Apr-15
    	
 
    	
Month 76
    	
 
    	
$
    	
 147,532
    	
 
    
	
May-13
    	
 
    	
Month 53
    	
 
    	
$
    	
 516,524
    	
 
    	
May-15
    	
 
    	
Month 77
    	
 
    	
$
    	
 131,236
    	
 
    
	
Jun-13
    	
 
    	
Month 54
    	
 
    	
$
    	
 500,692
    	
 
    	
Jun-15
    	
 
    	
Month 78
    	
 
    	
$
    	
 114,916
    	
 
    
	
Jul-13
    	
 
    	
Month 55
    	
 
    	
$
    	
 484,842
    	
 
    	
Jul-15
    	
 
    	
Month 79
    	
 
    	
$
    	
 98,573
    	
 
    
	
Aug-13
    	
 
    	
Month 56
    	
 
    	
$
    	
 468,975
    	
 
    	
Aug-15
    	
 
    	
Month 80
    	
 
    	
$
    	
 82,206
    	
 
    
	
Sep-13
    	
 
    	
Month 57
    	
 
    	
$
    	
 453,090
    	
 
    	
Sep-15
    	
 
    	
Month 81
    	
 
    	
$
    	
 65,814
    	
 
    
	
Oct-13
    	
 
    	
Month 58
    	
 
    	
$
    	
 437,186
    	
 
    	
Oct-15
    	
 
    	
Month 82
    	
 
    	
$
    	
 49,398
    	
 
    
	
Nov-13
    	
 
    	
Month 59
    	
 
    	
$
    	
 421,264
    	
 
    	
Nov-15
    	
 
    	
Month 83
    	
 
    	
$
    	
 32,958
    	
 
    
	
Dec-13
    	
 
    	
Month 60
    	
 
    	
$
    	
 405,323
    	
 
    	
Dec-15
    	
 
    	
Month 84
    	
 
    	
$
    	
 16,491
    	
 
    


 

7











 

SIXTH AMENDMENT

ATTACHMENT 3 - ADM TERMINATION FEE

 

This is Attachment 3 to the Sixth Amendment dated March 27, 2012 by and between ServiceMaster Consumer Services Limited Partnership and International Business Machines Corporation. Unless otherwise defined herein, capitalized terms have the meanings set forth in the Master Agreement or Transaction Document No. 1, as applicable.

 

	
 
    	
 
    	
 
    	
 
    	
ADM Termination Fee
    	
 
    
	
Mar-12
    	
 
    	
Month 39
    	
 
    	
$
    	
1,196,690
    	
 
    
	
Apr-12
    	
 
    	
Month 40
    	
 
    	
$
    	
1,176,029
    	
 
    
	
May-12
    	
 
    	
Month 41
    	
 
    	
$
    	
1,155,368
    	
 
    
	
Jun-12
    	
 
    	
Month 42
    	
 
    	
$
    	
1,134,707
    	
 
    
	
Jul-12
    	
 
    	
Month 43
    	
 
    	
$
    	
1,114,046
    	
 
    
	
Aug-12
    	
 
    	
Month 44
    	
 
    	
$
    	
1,093,385
    	
 
    
	
Sep-12
    	
 
    	
Month 45
    	
 
    	
$
    	
1,072,724
    	
 
    
	
Oct-12
    	
 
    	
Month 46
    	
 
    	
$
    	
1,052,063
    	
 
    
	
Nov-12
    	
 
    	
Month 47
    	
 
    	
$
    	
1,031,402
    	
 
    
	
Dec-12
    	
 
    	
Month 48
    	
 
    	
$
    	
1,010,741
    	
 
    
	
Jan-13
    	
 
    	
Month 49
    	
 
    	
$
    	
990,081
    	
 
    
	
Feb-13
    	
 
    	
Month 50
    	
 
    	
$
    	
966,321
    	
 
    
	
Mar-13
    	
 
    	
Month 51
    	
 
    	
$
    	
942,560
    	
 
    
	
Apr-13
    	
 
    	
Month 52
    	
 
    	
$
    	
918,800
    	
 
    
	
May-13
    	
 
    	
Month 53
    	
 
    	
$
    	
895,040
    	
 
    
	
Jun-13
    	
 
    	
Month 54
    	
 
    	
$
    	
871,280
    	
 
    
	
Jul-13
    	
 
    	
Month 55
    	
 
    	
$
    	
847,520
    	
 
    
	
Aug-13
    	
 
    	
Month 56
    	
 
    	
$
    	
823,760
    	
 
    
	
Sep-13
    	
 
    	
Month 57
    	
 
    	
$
    	
800,000
    	
 
    
	
thereafter
    	
 
    	
 
    	
 
    	
$
    	
0.0
    	
 
    


 

8