AGREEMENT; AND
(C)
PERFORM ALL APPLICABLE OBLIGATIONS AND DUTIES REQUIRED OF IT BY
THE REVOLVING CREDIT AGREEMENT.
2.
EACH OF THE UNDERSIGNED ADDITIONAL FOREIGN SUBSIDIARY BORROWERS
HEREBY REPRESENTS AND WARRANTS THAT THE REPRESENTATIONS AND WARRANTIES WITH
RESPECT TO IT CONTAINED IN SECTION 5 OF THE REVOLVING CREDIT AGREEMENT AND EACH
OF THE OTHER LOAN DOCUMENTS TO WHICH SUCH ADDITIONAL FOREIGN SUBSIDIARY BORROWER
IS A PARTY OR WHICH ARE CONTAINED IN ANY CERTIFICATE FURNISHED BY OR ON BEHALF
OF SUCH ADDITIONAL FOREIGN SUBSIDIARY BORROWER ARE TRUE AND CORRECT ON THE DATE
HEREOF.
3.
SCHEDULE E TO THE REVOLVING CREDIT AGREEMENT IS HEREBY AMENDED TO
INCLUDE THE ADDITIONAL FOREIGN SUBSIDIARY BORROWERS THAT ARE SIGNATORIES HERETO.
4.
THE ADDRESS AND JURISDICTION OF INCORPORATION OF EACH OF THE
ADDITIONAL FOREIGN SUBSIDIARY BORROWERS IS SET FORTH IN ANNEX 1 TO THIS JOINDER
AGREEMENT.
THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
K-2
IN WITNESS WHEREOF, each of the undersigned has caused this Joinder Agreement to
be duly executed and delivered in New York, New York by its proper and duly
authorized officer as of the date set forth below.
[NAME OF ADDITIONAL FOREIGN SUBSIDIARY
BORROWER]
Dated:
,
By:
Name:
Title:
[LIST ANY OTHER ADDITIONAL FOREIGN
SUBSIDIARY BORROWER]
By:
Name:
Title:
THE SERVICEMASTER COMPANY, as Parent Borrower
By:
Name:
Title:
ACKNOWLEDGED AND AGREED TO:
CITIBANK, N.A.,
as Administrative Agent
By:
Name:
Title:
K-3
Annex 1 to
Joinder Agreement
Additional Foreign Subsidiary Borrowers
Address
Jurisdiction of Incorporation
K-1-1
EXHIBIT L TO
REVOLVING CREDIT AGREEMENT
FORM OF LETTER OF CREDIT REQUEST
No.
(1)
Dated
Citibank, N.A.. [or name of other Issuing bank], as Issuing Bank and
Administrative Agent, under the Revolving Credit Agreement, dated as of July 24,
2007 (as amended, amended and restated, modified or supplemented from time to
time, the "Revolving Credit Agreement"), among The ServiceMaster Company, a
Delaware corporation (the "Parent Borrower"), the U.S. Subsidiary Borrowers (as
defined therein) from time to time parties thereto, the Foreign Subsidiary
Borrowers (as defined therein) from time to time parties thereto (together with
the U.S. Subsidiary Borrowers and the Parent Borrower, the "Borrowers"), the
several banks and other financial institutions from time to time party thereto
(the "Lenders"), Citibank N.A., as administrative agent and collateral agent for
the Lenders (the "Administrative Agent"), and JPMorgan Chase Bank, N.A., as
syndication agent.
Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Revolving Credit
Agreement.
Citibank, N.A.,
as Administrative Agent for the Lenders referred to below,
390 Greenwich Street
New York, NY 10013
Attention: [
]
(1)
Facility Letter of Credit Request Number.
L-1
[with a copy to:
Attention:
](2)
Ladies and Gentlemen:
Pursuant to subsection 2.6 of the Revolving Credit Agreement, the undersigned
hereby requests that the Issuing Bank referred to above [issue] [amend](3)
[renew] [extend] a Letter of Credit for the account of the undersigned on
(4)(the "Date of Issuance")