Servicemaster Co, LLC Watch

from 8-K 467 pages Credit Agreement Among the Servicemaster Company, LLC, the Several Lenders From Time to Time Party Hereto, Jpmorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and an Issuing Bank Dated as of July 1, 2014 J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., Morgan Stanley Senior Funding, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Jefferies Finance LLC, Natixis, New York Branch and Rbc Capital Markets 1, as Joint Lead Arrangers and Joint Bookrunners Cahill Gordon & Reindel Llp 80 Pine Street New York, Ny 10005 1 Rbc Capital Markets Is a Marketing Name for the Capital Markets Activities of Royal Bank of Canada and Its Affiliates

from 10-K 17 pages Amendment No. 3 to Revolving Credit Agreement

from 8-K 197 pages Amendment No. 2, Dated as of February 22, 2013 (This “Amendment”), to the Credit Agreement (As Defined Below), Is Entered Into Among the Servicemaster Company (Successor to Cdrsvm Acquisition Co., Inc.), a Delaware Corporation (The “Borrower”), Each of the Other Loan Parties and the Lenders (As Defined Below) Party Hereto, and Amends the Credit Agreement, Dated as of July 24, 2007, Among the Borrower, Citibank, N.A., as Administrative Agent (In Such Capacity, the “Administrative Agent”), Collateral Agent (In Such Capacity, the “Collateral Agent”) and Lc Facility Issuing Bank, the Several Banks and Other Financial Institutions From Time to Time Party Thereto (The “Lenders”), and the Other Agents Party Thereto (As Amended by Amendment No 1, Dated as of August 22, 2012, and as Further Amended, Restated, Modified and Supplemented From Time to Time, the “Credit Agreement”). Capitalized Terms Used and Not Otherwise Defined Herein Shall Have the Meanings Assigned to Such Terms in the Credit Agreement. Whereas, the Borrower and the Lenders Party Hereto Desire to Establish a Facility of Tranche C Term Loans (As Defined Below) in an Aggregate Principal Amount of $1,220,000,000 in Accordance With Subsections 2.5 and 10.1 of the Credit Agreement;

from 8-K 209 pages Amendment No. 1, Dated as of August 22, 2012 (This “Amendment”), to the Credit Agreement (As Defined Below), Is Entered Into Among the Servicemaster Company (Successor to Cdrsvm Acquisition Co, Inc.), a Delaware Corporation (The “Borrower”), Each of the Other Loan Parties and the Lenders (As Defined Below) Party Hereto, and Amends the Credit Agreement, Dated as of July 24, 2007, Among the Borrower, Citibank, N.A., as Administrative Agent (In Such Capacity, the “Administrative Agent”), Collateral Agent (In Such Capacity, the “Collateral Agent”) and Lc Facility Issuing Bank, the Several Banks and Other Financial Institutions From Time to Time Party Thereto (The “Lenders”), and the Other Agents Party Thereto (As Amended, Restated, Modified and Supplemented From Time to Time, the “Credit Agreement”). Capitalized Terms Used and Not Otherwise Defined Herein Shall Have the Meanings Assigned to Such Terms in the Credit Agreement as Amended by This Amendment. Whereas, the Borrower Desires to Amend the Credit Agreement on the Terms Set Forth Herein; Whereas, the Borrower Has Requested and Certain Lenders Have Agreed to Extend the Maturity of Their Term Loans and/or Lc Facility Deposits; Whereas, Subsection 10.1 of the Credit Agreement Provides That the Credit Agreement May Be Amended, Modified and Waived From Time to Time; and Whereas, Effective as of the Amendment No. 1 Effective Date (As Defined Below) Each Lender Consenting to This Amendment Has Agreed to the Amendment of the Credit Agreement as Set Forth in Section 1 Hereto. Now, Therefore, in Consideration of the Premises Contained Herein and for Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto, Intending to Be Legally Bound Hereby, Agree as Follows: Section 1. Amendment to Credit Agreement. Effective as of the Amendment No. 1 Effective Date

from 8-K 42 pages Extension Amendment No. 1 to Revolving Credit Agreement

from 10-K 34 pages Amendment No. 1 to Revolving Credit Agreement

from 8-K 44 pages Intercreditor Agreement by and Between Citibank, N.A., as Revolving Credit Agent, and Citibank, N.A., as Term Loan Agent Dated as of July 24, 2007

from 8-K 21 pages Guarantee Agreement With Respect to the Senior Interim Loan Credit Agreement Made by Subsidiaries of the Servicemaster Company in Favor of Jpmorgan Chase Bank, N.A. as Administrative Agent Dated as of July 24, 2007

from 8-K 11 pages Senior Interim Loan Assumption Agreement

from 8-K 360 pages $1,150,000,000 Senior Interim Loan Credit Agreement Among Cdrsvm Acquisition Co., Inc., to Be Merged With and Into the Servicemaster Company, as the Borrower the Several Lenders From Time to Time Party Hereto, Jpmorgan Chase Bank, N.A., as Administrative Agent, and Citigroup Global Markets Inc., as Syndication Agent, Dated as of July 24, 2007 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

from 8-K 27 pages Security Agreement (With Respect to the Revolving Credit Agreement) Made by Servicemaster Consumer Services Limited Partnership, as Pledgor and the Servicemaster Company (With Respect to Sections 9.15 and 9.16 Only) in Favor of Citibank, N.A., as Administrative Agent and as Revolving Credit Collateral Agent Dated as of July 24, 2007

from 8-K 62 pages Guarantee and Collateral Agreement (With Respect to the Revolving Credit Agreement) Made by the Servicemaster Company, Cdrsvm Holding, Inc., the U.S. Subsidiary Borrowers, and the Subsidiary Guarantors, in Favor of Citibank, N.A., as Administrative Agent and as Revolving Collateral Agent Dated as of July 24, 2007

from 8-K 251 pages Page Section 1. Definitions 2 1.1 Defined Terms 2 1.2 Other Definitional Provisions 63 Section 2. Amount and Terms of Commitments 63 2.1 Revolving Commitments 63 2.2 Procedure for Revolving Credit Borrowing 64 2.3 Termination or Reduction of Revolving Commitments 65 2.4 Record of Loans 66 2.5 [Reserved] 67 2.6 Letters of Credit 67 2.7 Swing Line Commitments 73 Section 3. General Provisions 76 3.1 Interest Rates and Payment Dates 76 3.2 Conversion and Continuation Options 77 3.3 Minimum Amounts of Sets 78 3.4 Optional Prepayments 78 3.5 Administrative Agent’s Fee; Other Fees 80 3.6 Computation of Interest and Fees 80 3.7 Inability to Determine Interest Rate 81 3.8 Pro Rata Treatment and Payments 82 3.9 Illegality 84 3.10 Requirements of Law 85 3.11 Taxes 87 3.12 Indemnity 90 3.13 Certain Rules Relating to the Payment of Additional Amounts 91 3.14 [Reserved] 93 3.15 Controls on Prepayment if Aggregate Outstanding Revolving Credit Exceeds Aggregate Revolving Commitments 93 Section 4. Representations and Warranties 94 4.1 Financial Condition 94 4.2 No Change; Solvent 94 4.3 Corporate Existence; Compliance With Law 95 4.4 Corporate Power; Authorization; Enforceable Obligations 95 4.5 No Legal Bar 95

from 8-K 10 pages Term Loan Assumption Agreement

from 8-K 218 pages Page Section 1. Definitions 2 1.1 Defined Terms 2 1.2 Other Definitional Provisions 56 Section 2. Amount and Terms of Commitments 56 2.1 Term Loans and Lc Facility Deposits 56 2.2 Term Loan Notes 57 2.3 Procedure for Term Loan Borrowing 58 2.4 Record of Loans 58 2.5 [Reserved] 59 2.6 Lc Facility Letters of Credit 59 Section 3. General Provisions 64 3.1 Interest Rates and Payment Dates 64 3.2 Conversion and Continuation Options 65 3.3 Minimum Amounts of Sets 66 3.4 Optional and Mandatory Prepayments 66 3.5 Administrative Agent’s Fee; Other Fees; Lc Facility Fees 68 3.6 Computation of Interest and Fees 69 3.7 Inability to Determine Interest Rate 70 3.8 Pro Rata Treatment and Payments 70 3.9 Illegality 72 3.10 Requirements of Law 72 3.11 Taxes 74 3.12 Indemnity 77 3.13 Certain Rules Relating to the Payment of Additional Amounts 78 3.14 Credit-Linked Deposit Account 80 3.15 Termination and Reduction of Commitments and Lc Facility Deposits 81 Section 4. Representations and Warranties 82 4.1 Financial Condition 82 4.2 No Change; Solvent 82 4.3 Corporate Existence; Compliance With Law 83 4.4 Corporate Power; Authorization; Enforceable Obligations 83 4.5 No Legal Bar 83 4.6 No Material Litigation 84 4.7 No Default 84 4.8 Ownership of Property; Liens 84 4.9 Intellectual Property 84 4.10 No Burdensome Restrictions 84

from 8-K >50 pages Credit Agreement

from 10-K >50 pages Exhibit 4.16 Credit Agreement

from 10-K >50 pages $250m 364 Day Credit Agreement

from 10-K >50 pages $750m 5 Year Credit Agreement