Exhibit 10.32
ASSUMPTION AGREEMENT
ASSUMPTION AGREEMENT, dated as of
August 13, 2008, made by TRUGREEN LANDCARE, a California
general partnership (the “ Additional Granting Party
”), in favor of CITIBANK, N.A.., as administrative agent and
collateral agent (in such capacity, the “ Collateral
Agent ”) for the banks and other financial institutions
(the “ Lenders ”) from time to time parties to
the Credit Agreement referred to below and the other Secured
Parties (as defined below). All capitalized terms not defined
herein shall have the meaning ascribed to them in such the
Guarantee and Collateral Agreement referred to below, or if not
defined therein, in the Credit Agreement.
W I T N
E S S E
T H :
WHEREAS, CDRSVM Acquisition
Co., Inc., a Delaware corporation (“ Acquisition
Co. ” and, together with any assignee of, or successor by
merger to, Acquisition Co.’s rights and obligations under the
Credit Agreement (including the assumption of the rights and
obligations thereunder by The ServiceMaster Company, a Delaware
corporation) as provided therein, the “ Borrower
”), Citibank, N.A., as administrative agent and collateral
agent, JPMorgan Chase Bank, N.A., as syndication agent and the
Lenders are parties to a Credit Agreement, dated as of
July 24, 2007 (as amended, supplemented, waived or otherwise
modified from time to time, the “ Credit Agreement
”);
WHEREAS, Borrower, CDRSVM
Holding, Inc., a Delaware corporation (“ Holding
”) and the Subsidiary Guarantors are, or are to become,
parties to the Guarantee and Collateral Agreement, dated as of
July 24, 2007 (as amended, supplemented, waived or otherwise
modified from time to time, the “ Guarantee and Collateral
Agreement ”), in favor of the Collateral Agent, for the
ratable benefit of the Secured Parties (as defined in the Guarantee
and Collateral Agreement);
WHEREAS, the Additional Granting
Party is a member of an affiliated group of companies that includes
the Borrower and each other Granting Party; the proceeds of the
extensions of credit under the Credit Agreement will be used in
part to enable the Borrower to make valuable transfers to one or
more of the other Granting Parties (including
