EXHIBIT 4.1
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to ARAMARK Services, Inc. or its agent for registration of
transfer, exchange, or payment, and any certificate issued is registered
in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, (and any payment is made to Cede & Co.
or to such other entity as is requested by an authorized representative
of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co., has an interest herein.
This Note is a Global Note within the meaning of the Indenture
hereinafter referred to and is registered in the name of DTC or a nominee
of DTC. This security is exchangeable for securities registered in the
name of a person other than DTC or its nominee only in the limited
circumstances described in the Indenture, and may not be transferred
except as a whole by DTC to a nominee of DTC or by a nominee of DTC to
DTC or another nominee of DTC or by DTC or any such nominee to a
successor Depositary or a nominee of such successor Depositary, unless
and until this Note is exchanged in whole or in part for securities in
definitive form.
ARAMARK SERVICES, INC.
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CUSIP No. 038522 AG 3 $300,000,000
ARAMARK Services, Inc., a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company", which
term includes any successor Person under the Indenture hereinafter referred
to), for value received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of THREE HUNDRED MILLION DOLLARS on February 15,
2008, and to pay interest thereon from August 23, 2002 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on February 15 and August 15 of each year, commencing February
15, 2003, at the rate of 6.375% per annum, based upon a 360-day year of twelve
30-day months, until the principal hereof is paid or made available for
payment.
The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in such Indenture, be paid to
the Person in whose name this Note (or one of more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the February 1 or August 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date.
Payment of the principal of (and premium, if any) and interest on
this Note will be made at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, The City of New York, in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the
option of the Company, payment of interest may be made by, in the case of a
Holder of at least $1,000,000 aggregate principal amount of Notes, by wire
transfer to a U.S. dollar account maintained by the payee with a bank in the
United States if such Holder elects payment by wire transfer by giving written
notice to the Trustee or the Paying Agent to such effect designating such
account no later than 15 days immediately preceding the relevant due date for
payment (or such other date as the Trustee may accept in its discretion).
Initially, Bank One Trust Company, National Association, will act as
Trustee, Paying Agent and Security Registrar. The Company may appoint and
change any Paying Agent, Security Registrar or co-registrar without notice to
any Holder. The Guarantor, the Company or any Restricted Subsidiary may act as
Paying Agent, Security Registrar or co-registrar.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed by its Chairman of the Board, Chief Executive Officer, Chief
Financial Officer, President, one of its Vice Presidents or its Treasurer,
under its corporate seal reproduced thereon and attested by its Secretary or
one of its Assistant Secretaries.
Dated:
ARAMARK SERVICES, INC.
By:_____________________
Name:
Title:
Attest:
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Name:
Title:
This is one of the Debt Securities of the series designated therein referred
to in the within-mentioned indenture.
Dated: Bank One Trust Company, National
Association, as Trustee
By:_____________________
Authorized Signatory
Reverse of Note
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This Note is one of a duly authorized issue of securities of the
Company (herein called the "Notes"), issued and to be issued in one or more
series under an Indenture, dated as of April 8, 2002 (herein called the
"Indenture"), among the Company, ARAMARK Corporation, as Guarantor (the
"Guarantor") and Bank One Trust Company, National Association, as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Guarantor, the
Trustee and the Holders of the Notes and of the terms upon which the Notes
are, and are to be, authenticated and delivered. This Note is one of a duly
authorized series designated on the face hereof, initially limited in
aggregate principal amount to $300,000,000. The Company may, without the
consent of the holders of the Notes, create and issue additional notes ranking
equally with the Notes and otherwise similar in all respects, except for the
issue price and the issue date, so that such further notes shall be
consolidated and form a single series with the Notes. Capitalized terms not
otherwise defined herein shall have the respective meanings set forth in the
Indenture.
The Notes will not be entitled to the benefits of any sinking fund
or other mandatory redemption provisions.
The Notes will be redeemable, in whole or in part, at the option of
the Company, at any time at a redemption price equal to the greater of (i)
100% of the principal amount of the Notes then outstanding to be redeemed, or
(ii) as determined by a Quotation Agent, the sum of the present values of the
remaining scheduled payments of principal and interest (not including the
portion of any such payments of interest accrued as of the redemption date)
discounted to the redemption date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Adjusted Treasury Rate
(determined on the third Business Day preceding such redemption date), plus,
in each case, accrued and unpaid interest on the principal amount of the Notes
being redeemed to the redemption date.
Notice of any redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each Holder of the Notes to be
redeemed. If less than all of the
Notes are to be redeemed, the Trustee will select the Notes to be redeemed by
such method as the Trustee deems fair and appropriate.
Unless the Company defaults in payment of the redemption price, on
and after the redemption date, interest will cease to accrue on the Notes or
portions thereof called for redemption.
"Adjusted Treasury Rate" means (i) the arithmetic mean of the yields
under the heading "Week Ending" published in the Statistical Release most
recently published prior to the date of determination under the caption
"Treasury Constant Maturities" for the maturity (rounded to the nearest month)
corresponding to the remaining life to maturity, as of the redemption date, of
the principal being redeemed plus (ii) 0.45%. If no maturity set forth under
such heading exactly corresponds to the maturity of such principal, yields for
the two published maturities most closely corresponding to the maturity of
such principal will be calculated pursuant to the immediately preceding
sentence, and the Adjusted Treasury Rate will be interpolated or extrapolated
from such yields on a straight-line basis, rounding in each of the relevant
periods to the nearest month.
"Business Day" means any day which is not a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies in New
York City are authorized or obligated by law to close.
"Quotation Agent" means the Reference Treasury Dealer appointed by
the Trustee after consultation with the Company.
"Reference Treasury Dealer" means (i) Salomon Smith Barney Inc. and
its successors; provided, however, that if the foregoing ceases to be a
primary U.S. Government Securities dealer in New York City (a "Primary
Treasury Dealer") the Company will substitute therefore another Primary
Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the
Trustee in consultation with the Company.
"Statistical Release" means the statistical release designated
"H.15(519)" or any successor publication which is published weekly by the
Federal Reserve System and which establishes yields on actively-traded United
States government securities adjusted to constant maturities, or, if such
statistical release is not published at the time of any determination under
the terms of the notes, then such other reasonably comparable index which will
be designated by the Company.
If an Event of Default with respect to Notes shall occur and be
continuing, the principal of the Note may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture contains provisions for defeasance at any time of (a)
the entire indebtedness of this Note and (b) certain restrictive covenants, in
each case upon compliance by the Company with certain conditions set forth
therein, which provisions apply to this Note.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Company and the Guarantor and the rights of the Holders of the Notes at
any time by the Company, the Guarantor and the Trustee with the consent of the
Holders of not less than a majority in principal amount of the Notes. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Notes, on behalf of the Holders of all
the Notes, to waive compliance by the Company and the Guarantor with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Subject to certain exceptions set forth in the Indenture,
without the consent of any Holder of the Notes, the Guarantor, the Company and
the Trustee may amend the Indenture and the Notes to, among other things,
secure the Notes, add additional Events of Default, add covenants, evidence
the successor of another corporation to the rights of the Company or the
Guarantor or cure any ambiguity or to correct or supplement any provision
herein which may be defective or inconsistent with any other provision herein.
Any such consent or waiver by the Holders of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.
No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Note at the times, place and rate, and in the coin or currency, herein
prescribed.
No recourse for the payment of principal of or interest on this
Note, or for any claim based on this Note or on the Indenture, shall be had
against the Trustee, the Paying Agent, the Note Registrar or any director,
officer or stockholder, as such, past, present or future, of the Trustee, the
Paying Agent, the Security Registrar, the Company or the Guarantor. Any such
claim against any such Person is expressly waived by the Holders and by all
persons claiming through such Holders as a condition of, and as consideration
for, the execution of the Indenture and the issue of the Notes.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable in the Security
Register, upon surrender of this Note for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon, one or more new securities
of this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Notes are issuable in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes and of like tenor
of a different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Notes and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.
Guarantee
ARAMARK Corporation (the "Guarantor") hereby unconditionally
guarantees to the Holder of this Note duly authenticated and delivered by the
Trustee the due and punctual payment of the principal of, and premium, if any,
and interest, if any (together with any additional amounts payable pursuant to
the terms of this Note), on this Note, when and as the same shall become due
and payable, whether at maturity or upon redemption or upon declaration of
acceleration or otherwise, according to the terms of this Note and of the
Indenture. The Guarantor agrees that in the case of default by the Company in
the payment of any such principal, premium or interest (together with any
additional amounts payable pursuant to the terms of this Note), the Guarantor
shall duly and punctually pay the same. The Guarantor hereby agrees that its
obligations hereunder shall be absolute and unconditional irrespective of any
extension of the time for payment of this Note, any modification of this Note,
any invalidity, irregularity or unenforceability of this Note or the
Indenture, any failure to enforce the same or any waiver, modification,
consent or indulgence granted to the Company with respect thereto by the
Holder of this Note or the Trustee, or any other circumstances which may
otherwise constitute a legal or equitable discharge of a surety or guarantor.
The Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of merger or bankruptcy of
the Company, any right to require a demand or proceeding first against the
Company, protest or notice with respect to this Note or the indebtedness
evidenced thereby and all demands whatsoever, and covenants that this
Guarantee will not be discharged as to this Note except by payment in full of
the principal of, and premium, if any, and interest, if any (together with any
additional amounts payable pursuant to the terms of this Note), thereon.
The Guarantor irrevocably waives any and all rights to which it may
be entitled, by operation of law or otherwise, upon making any payment
hereunder (i) to be subrogated to the rights of a Holder against the Company
with respect to such payment or otherwise to be reimbursed, indemnified or
exonerated by the Company in respect thereof or (ii) to receive any payment,
in the nature of contribution or for any other reason, from any other obligor
with respect to such payment.
This Guarantee shall not be valid or become obligatory for any
purpose with respect to this Note until the certificate of authentication on
this Note shall have been signed by the Trustee.
This Guarantee shall be governed by and construed in accordance with
the laws of the laws of the State of New York.
IN WITNESS WHEREOF, ARAMARK Corporation has caused this Guarantee to
be duly executed by its Chairman of the Board, its Vice Chairman of the Board,
its President or one of its Vice Presidents.
ARAMARK Corporation
By:_____________________________
Name:
Title:
Attest:
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Name:
Title:
SCHEDULE OF DECREASES IN GLOBAL SECURITY
The following decreases in this Global Security have been made:
Amount of decrease Principal Amount of
in Principal Amount this Global Security Signature of authorized
Date of of this Global following such signatory of Trustee or
Exchange Security decrease Securities Custodian
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