Banc of America Capital Investors V, L.P. 100 N. Tryon Charlotte, North Carolina 28255
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.
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| Very truly yours, | |
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| BANC OF AMERICA CAPITAL INVESTORS V, L.P. | |
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| By: | Banc of America Capital |
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| Management V, L.P., its General Partner | |
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| By: | BACM I GP, LLC, its General Partner |
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| By: | /s/ Edward A. Balogh, Jr. |
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| Name: | Edward A. Balogh, Jr. |
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| Title: | COO |
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| BAS CAPITAL FUNDING CORPORATION | |
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| By: | /s/ Jeffrey M. Atkins |
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| Name: | Jeffrey M. Atkins |
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| Title: | Managing Director |
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| BACSVM, L.P. | |
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| By: | BA Equity Co-Invest GP, LLC, its General Partner |
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| By: | /s/ Jeffrey M. Atkins |
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| Name: | Jeffrey M. Atkins |
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| Title: | Managing Director |
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| BANC OF AMERICA STRATEGIC INVESTMENTS CORPORATION | |
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| By: | /s/ Jeffrey M. Atkins |
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| Name: | Jeffrey M. Atkins |
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| Title: | Managing Director |
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| BANC OF AMERICA CAPITAL MANAGEMENT V, L.P. | |
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| By: | BACM I GP, LLC, its General Partner |
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| By: | /s/ Edward A. Balogh, Jr. |
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| Name: | Edward A. Balogh, Jr. |
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| Title: | COO |
[Signature Page to Termination Letter]
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| BACM I GP, LLC | ||||
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| By: | /s/ Edward A. Balogh, Jr. | |||
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| Name: | Edward A. Balogh, Jr. | |||
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| Title: | COO | |||
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| BA EQUITY CO-INVEST GP LLC | ||||
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| By: | /s/ Jeffrey M. Atkins | |||
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| Name: | Jeffrey M. Atkins | |||
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| Title: | Managing Director | |||
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| Accepted and agreed to as of the date first above written |
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| SERVICEMASTER GLOBAL HOLDINGS, INC. |
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| By: | /s/ Alan J. M. Haughie |
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| Name: | Alan J. M. Haughie |
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| Title: | SVP & CFO |
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