Exhibit 10.1

 

EXECUTION VERSION

 

Banc of America Capital Investors V, L.P.

100 N. Tryon

Charlotte, North Carolina 28255

 

March 21, 2014

 

 

ServiceMaster Global Holdings, Inc.

860 Ridge Lake Boulevard

Memphis, TN 38120

Attention: General Counsel

Facsimile: (901) 597-8821

 

Re:                             Termination of Indemnification Agreement

 

Ladies and Gentlemen:

 

Reference is made to that certain Amended and Restated Indemnification Agreement, dated as of March 19, 2010, between ServiceMaster Global Holdings, Inc. (the “Company”), The ServiceMaster Company and each of the undersigned (the “Indemnification Agreement”).  Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Indemnification Agreement.

 

The undersigned hereby agree that, in connection with the transfer on March 30, 2012 of certain shares of the Company held by the undersigned to Ridgemont Partners Secondary Fund I, L.P., that, effective as of the date hereof, the Indemnification Agreement shall be terminated and the provisions of the Indemnification Agreement shall be of no further force or effect, provided that, notwithstanding the foregoing, the obligations in Sections 2 through 4 of the Indemnification Agreement shall survive solely with respect to any Obligations required to be indemnified pursuant to the Indemnification Agreement arising out of any facts, circumstances or events which occurred prior to the date hereof.

 

This Agreement shall be governed by and construed in accordance with the laws of the State of New York.  This letter agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

 

[SIGNATURES STARTING ON NEXT PAGE]

 











 

	
 
    	
Very   truly yours,
    
	
 
    	
 
    
	
 
    	
BANC   OF AMERICA CAPITAL INVESTORS V, L.P.
    
	
 
    	
 
    
	
 
    	
By:
    	
Banc   of America Capital
    
	
 
    	
Management   V, L.P., its General Partner
    
	
 
    	
 
    
	
 
    	
By:
    	
BACM   I GP, LLC, its General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Edward A. Balogh, Jr.
    
	
 
    	
Name:
    	
Edward   A. Balogh, Jr.
    
	
 
    	
Title:
    	
COO
    
	
 
    	
 
    
	
 
    	
BAS   CAPITAL FUNDING CORPORATION
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Jeffrey M. Atkins
    
	
 
    	
Name:
    	
Jeffrey   M. Atkins
    
	
 
    	
Title:
    	
Managing   Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
BACSVM,   L.P.
    
	
 
    	
 
    
	
 
    	
By:
    	
BA   Equity Co-Invest GP, LLC, its General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Jeffrey M. Atkins
    
	
 
    	
Name:
    	
Jeffrey   M. Atkins
    
	
 
    	
Title:
    	
Managing   Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
BANC   OF AMERICA STRATEGIC INVESTMENTS CORPORATION
    
	
 
    	
By:
    	
/s/   Jeffrey M. Atkins
    
	
 
    	
Name:
    	
Jeffrey   M. Atkins
    
	
 
    	
Title:
    	
Managing   Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
BANC   OF AMERICA CAPITAL MANAGEMENT V, L.P.
    
	
 
    	
 
    
	
 
    	
By:
    	
BACM   I GP, LLC, its General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Edward A. Balogh, Jr.
    
	
 
    	
Name:
    	
Edward   A. Balogh, Jr.
    
	
 
    	
Title:
    	
COO
    


 

[Signature Page to Termination Letter]

 











 

	
 
    	
BACM   I GP, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Edward A. Balogh, Jr.
    
	
 
    	
Name:
    	
Edward   A. Balogh, Jr.
    
	
 
    	
Title:
    	
COO
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
BA   EQUITY CO-INVEST GP LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Jeffrey M. Atkins
    
	
 
    	
Name:
    	
Jeffrey   M. Atkins
    
	
 
    	
Title:
    	
Managing   Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Accepted   and agreed to as of the date first above written
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
SERVICEMASTER   GLOBAL HOLDINGS, INC.
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Alan J. M. Haughie
    	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
Alan   J. M. Haughie
    	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
SVP &   CFO