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. ____________________
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 DOLLARS on _____,
20 , and to pay interest thereon from ______, 2002 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on _____ and _____ of each year, commencing _____, 2002, at the
rate of ___% per annum, based upon a 360-day year of twelve 30-day months, until
the principal hereof is paid or made available for payment.
1
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 _____ or _____ (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.
2
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:
____________________
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
3
Reverse of Note
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 $ . 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
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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) 0.30%. 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) J.P. Morgan Securities
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
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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.
6
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.
7
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.
8
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.
9
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:
_____________________________
Name:
Title:
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