American Home Shield 2009 Annual Report Download - page 212

F. The Company Entities, the Investor, the Other Investors and the Investor Associates entered into an Indemnification
Agreement, dated as of July 24, 2007 (the "Original Indemnification Agreement"), which is being amended and restated in its entirety
as provided in this Agreement.
G. Concurrently with the execution and delivery of the Original Indemnification Agreement, the Company and certain
other parties entered into a Transaction Fee Agreement with the Investor (or one of its Affiliates), dated as of July 24, 2007 (the
"Transaction Fee Agreement").
H. Investor (or its Affiliates) has performed the Initial Services (as defined in the Transaction Fee Agreement) for the
Company.
I. 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 sold equity or debt securities (such offerings, collectively, the "Subsequent Offerings"),
including without limitation (a) offerings of shares of capital stock or equity-linked instruments of the Company or any of its
Subsidiaries, and/or options to purchase such shares to employees, directors, managers, dealers, franchisees and consultants of and to
the Company or any of its Subsidiaries (any such offering, a "Management Offering"), and (b) one or more offerings of debt securities
for the purpose of refinancing any indebtedness of the Company or any of its Subsidiaries or for other corporate purposes, and
(ii) repurchase, redeem or otherwise acquire certain securities of the Company or any of its Subsidiaries or engage in recapitalization
or structural reorganization transactions relating thereto (any such repurchase, redemption, acquisition, recapitalization or
reorganization, a "Redemption"), in each case subject to the terms and conditions of the Stockholders Agreement and any other
applicable agreement.
J. The parties hereto recognize the possibility that claims might be made against and liabilities incurred by the Investor,
the Other Investors, Investor Associates, or related Persons or Affiliates under applicable securities laws or otherwise in connection
with the Transactions (including the Initial Services) or the Securities Offerings, or relating to other actions or omissions of or by
members of the Company Group, and the parties hereto accordingly wish to provide for the Investor, the Other Investors, Investor
Associates and related Persons and Affiliates to be indemnified in respect of any such claims and liabilities.
K. The parties hereto recognize that claims might be made against and liabilities incurred by directors and officers of
any member of the Company Group in connection with their acting in such capacity, and accordingly wish to provide for such
directors and officers to be indemnified to the fullest extent permitted by law in respect of any such claims and liabilities.
2