Exhibit 10.2

 

ServiceMaster Global Holdings, Inc.
 The ServiceMaster Company
 860 Ridge Lake Boulevard
 Memphis, Tennessee 38120

 

December 22, 2011

 

BAS Capital Funding Corporation
  100 N. Tryon
 Charlotte, North Carolina 28255
 Attention:  George Morgan

 

Re: Amendment to the Consulting Agreement, dated August 13, 2009

 

Ladies and Gentlemen:

 

Reference is hereby made to the Letter Agreement, dated August 13, 2009, by and among ServiceMaster Global Holdings, Inc., The ServiceMaster Company and BAS Capital Funding Corporation (the “Consulting Agreement”).

 

1.             Amendments.  The parties hereby agree that the Consulting Agreement is hereby amended, effective as of the date hereof, as follows:

 

(a)                                  Clause (ii) of the second sentence of paragraph 1 of the Consulting Agreement is hereby replaced in its entirety with the following:

 

“(ii) $500,000 per year for the calendar years 2010 and 2011, one quarter of which shall be payable quarterly in advance on the first day of each January, April, July and October, beginning on January 1, 2010, and (iii) $250,000 per year thereafter, one quarter of which shall be payable quarterly in advance on the first day of each January, April, July and October, beginning on January 1, 2012.”

 

(b)                                 The first sentence of paragraph 8 of the Consulting Agreement is hereby replaced in its entirety with the following sentence:

 

“This agreement shall continue in effect until the earliest of (i) June 30, 2016, (ii) an IPO (as defined in the Stockholders Agreement, dated as of July 24, 2007, among Parent and certain of its stockholders), and (iii) the termination of the CD&R Consulting Agreement, and may be earlier terminated by Consultant on 30 days’ prior written notice to the Company.”

 











 

2.             Effect.  Notwithstanding that BAS Capital Funding Corporation no longer (i) holds any stock of ServiceMaster Global Holdings, Inc. and (ii) has the right to appoint a member of the board of directors of ServiceMaster Global Holdings, Inc., except as specifically amended by this letter agreement, the Consulting Agreement shall remain in full force and effect.  This letter agreement shall be construed in connection with and form part of the Consulting Agreement, as applicable, and any reference to the Consulting Agreement shall be deemed to be a reference to the Consulting Agreement as amended by this letter agreement.

 

3.             Governing Law.  This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles that would result in the application of any law other than the laws of the State of New York.

 

4.             Counterparts; Facsimile Signatures.  This letter agreement may be executed in any number of counterparts (including via facsimile or other electronic transmission), each of which shall be deemed an original, but all of which together shall constitute one instrument.

 

[Remainder of page intentionally left blank.]

 

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If the foregoing sets forth the understanding between us, please so indicate on the enclosed signed copy of this letter in the space provided therefor and return it to us, whereupon this letter shall constitute a binding agreement among us.

 

 

	
 
    	
Very truly   yours,
    
	
 
    	
 
    
	
 
    	
THE   SERVICEMASTER COMPANY
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/  Mark W. Peterson
    
	
 
    	
Name:
    	
Mark W. Peterson
    
	
 
    	
Title:
    	
Senior Vice   President & Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
SERVICEMASTER   GLOBAL HOLDINGS, INC.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/  Roger A. Cregg
    
	
 
    	
Name:
    	
Roger A. Cregg
    
	
 
    	
Title:
    	
Vice   President & Chief Financial Officer
    


 

	
Agreed to and accepted as of the date first
    
	
above written:
    
	
 
    
	
BAS CAPITAL FUNDING CORPORATION
    
	
 
    
	
 
    
	
By:
    	
/s/    Jeffrey M. Atkins
    	
 
    
	
Name:
    	
Jeffrey M.   Atkins
    
	
Title:
    	
Managing   Director