American Home Shield 2009 Annual Report Download - page 191

the conditions set forth therein, to purchase stock of the Company for an aggregate purchase price equal to its Commitment (as defined
in the Commitment Letter).
E. In order to finance the Merger and related transactions, the Company sold shares of its common shares, par value
US$0.01 per share ("Shares"), to the Committing Investors, including the Investor, and to certain co-investors and such other
stockholders of the Company as are listed in the signature pages of the Stockholders Agreement or as otherwise became stockholders
of the Company prior to the Merger pursuant to the terms thereof (the "Equity Offering").
F. In order to finance the Merger, the Company and/or one or more of its wholly-owned Subsidiaries entered into the
Debt Financing (as defined in the Merger Agreement).
G. The Company Entities, the Investor, the Other Investors and CD&R Inc. entered into an Indemnification
Agreement, dated as of July 24, 2007 (the "Original Indemnification Agreement").
H. Concurrently with the execution and delivery of the Original Indemnification Agreement, the Company, CD&R Inc.
and certain other parties entered into a Transaction Fee Agreement, dated as of July 24, 2007 (the "Transaction Fee Agreement"), and
CD&R Inc. has performed the Initial Services (as defined in the Transaction Fee Agreement).
I. Concurrently with the execution and delivery of the Original Indemnification Agreement, the Company Entities
entered into a Consulting Agreement with CD&R Inc., dated as of July 24, 2007 (the "Original Consulting Agreement"), and CD&R
Inc. has performed the Consulting Services and Transaction Services (as defined and provided for in the Original Consulting
Agreement).
J. Prior to the date hereof, the Investor has been managed by CD&R Inc.
K. CD&R Inc. has reorganized and contributed and assigned to Manager all of CD&R Inc.'s right, title and interest in
and to substantially all of CD&R Inc.'s assets and properties, with certain enumerated exceptions, and Manager has accepted such
assets and properties and assumed all of the liabilities, obligations and commitments of CD&R Inc. related to such assets and
properties.
L. CD&R Inc. has directly or indirectly contributed and assigned its right, title and interest in certain of its assets and
properties, including its equity interests in Manager, to CD&R LP.
M. The Company or one or more of its Subsidiaries from time to time since the Acquisition has, and in the future may
(i) offer and sell or cause to be offered and
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