American Home Shield 2009 Annual Report Download - page 211

Exhibit 10.12
This AMENDED AND RESTATED INDEMNIFICATION AGREEMENT, dated as of March 19, 2010 (this "Agreement"),
is entered into by and among ServiceMaster Global Holdings, Inc., a Delaware corporation (the "Company"), The ServiceMaster
Company, a Delaware corporation ("ServiceMaster" and, together with the Company, the "Company Entities"), Banc of America
Capital Investors V, L.P. (the "Investor"), BAS Capital Funding Corporation, BACSVM, L.P., Banc of America Strategic Investments
Corporation, Banc of America Capital Management V, L.P., BACM I GP, LLC and BA Equity Co-Invest GP LLC. Capitalized terms
used herein without definition have the meanings set forth in Section 1 of this Agreement.
RECITALS
A. The Company is an acquisition vehicle formed by Clayton, Dubilier & Rice, Inc. ("CD&R") that executed an
Agreement and Plan of Merger, dated March 18, 2007 (as the same may have been amended from time to time in accordance with its
terms and the Stockholders Agreement, the "Merger Agreement"), to acquire via merger, on the terms and subject to the conditions set
forth in the Merger Agreement, all of the capital stock of ServiceMaster (such acquisition, the "Merger").
B. The Company and certain of its stockholders entered into a Stockholders Agreement (as the same may be amended
from time to time in accordance with the terms thereof, the "Stockholders Agreement"), dated as of July 24, 2007, setting forth certain
agreements with respect to, among other things, the management of the Company and transfers of its shares in various circumstances.
C. In connection with the Merger, each Committing Investor (as defined in the Stockholders Agreement) entered into a
Commitment Letter (as defined in the Stockholders Agreement), pursuant to which such Committing Investor agreed, subject to 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).
D. 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").
E. 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).