EXHIBIT 4.8
FORM OF GLOBAL IDS
THIS CERTIFICATE IS A GLOBAL INCOME DEPOSIT SECURITY ("IDS") AND IS
REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A
SUCCESSOR DEPOSITORY. THIS CERTIFICATE IS NOT EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE
DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE
REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") TO THE ISSUER 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.
EACH IDS INITIALLY CONSISTS OF ONE SHARE OF COMMON STOCK, $0.01 PAR
VALUE, OF VOLUME SERVICES AMERICA HOLDINGS INC. (THE "COMMON STOCK") AND $
PRINCIPAL AMOUNT OF THE % SUBORDINATED NOTES DUE 2013 OF VOLUME SERVICES
AMERICA HOLDINGS INC. (THE "NOTES"). THE COMMON STOCK AND NOTES EVIDENCED BY
THIS CERTIFICATE MAY NOT BE TRANSFERRED OR EXCHANGED SEPARATELY AND MAY BE
TRANSFERRED OR EXCHANGED ONLY TOGETHER UNTIL SEPARATED IN ACCORDANCE WITH THE
TERMS OF THIS CERTIFICATE.
VOLUME SERVICES AMERICA HOLDINGS, INC.
IDSs
No. 1 CUSIP NO.:
ISIN:
Volume Services America Holdings, Inc., a Delaware corporation (the
"Company") hereby certifies that Cede & Co., or its registered assigns, is the
registered owner of the number of Income Deposit Securities ("IDSs") listed on
Schedule A hereto.
Each IDS consists of one share of Common Stock, par value, $0.01 per
share of the Company (the "Common Stock")(subject to adjustment in case of a
stock split, stock dividend or reclassification of the Common Stock as reflected
in Schedule B hereto) and $ principal amount of % subordinated notes due 2013
of the Company (the "Notes"). The global Note and global common stock
certificate constituting part of this IDSs Certificate are each attached hereto.
The terms of the Notes are governed by an Indenture (the "Indenture") dated as
of , 2003, among the Company, the Guarantors named therein and The Bank of
New York as trustee (the "Trustee"), and are subject to the terms and provisions
contained therein, to all of which terms and provisions the holder of this IDSs
Certificate consents by acceptance hereof. The Company will furnish to any
holder of this IDSs Certificate upon written request and without charge a copy
of the Indenture.
Upon the occurrence of a stock split, stock divided or reclassification
of the Common Stock, the IDS will automatically reflect such event and the
Company will notify the IDS Transfer Agent and DTC in writing of such event and
instruct them to reflect the resulting changes of Schedule B hereof. Immediately
following the occurrence of any such event, the Company shall file with the
Securities and Exchange Commission a Current Report on Form 8K or any other
applicable form, disclosing the changes in the ratio of common stock to
principal amount of subordinated notes as a result of such event.
This IDSs Certificate is not valid unless countersigned and registered
by the IDS Transfer Agent.
AUTOMATIC SEPARATION:
Each IDS will automatically separate into one share of Common Stock
(subject to adjustment in case of a stock split, stock dividend or
reclassification of the Common Stock as reflected in Schedule B hereto) and $
principal amount of Notes upon the (i) date on which principal on the Notes
becomes due and payable, whether at the stated maturity of the Notes or upon
acceleration thereof, (ii) any redemption of the Notes or (iii) if DTC is
unwilling or unable to continue as securities depository with respect to the
IDSs or ceases to be registered clearing agency under the Securities Exchange
Act of 1934 and the Company is unable to find a successor depository.
In addition, upon a notice by the Company of the issuance by the
Company of additional Notes pursuant to Section 4.14 of the Indenture ("New
Notes") (i) the IDSs represented by this Certificate will be automatically
separated into the Common Stock and the Notes represented hereby, (ii) this
Certificate shall be canceled, and (iii) a new IDS Certificate(s) will be issued
to the holder of this Certificate representing the same number of IDSs ("New
IDSs"). Each New IDS will consist of one share of Common Stock (subject to
adjustment in the case of a stock split, stock dividend or reclassification of
the Common Stock as reflected in Schedule B hereto) and $ principal amount of a
combination of the Notes and New Notes in proportion to the aggregate principal
balances thereof.
VOLUNTARY SEPARATION:
The registered holder of this Certificate is entitled, at any time and
from time to time, on or after the earlier of (i) , 2004, and (ii) the
occurrence of a Change of Control
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(as defined in the Indenture), to separate the IDSs represented by this
Certificate or any portion thereof for one share of Common Stock (subject to
adjustment in case of stock split, stock dividend or reclassification of the
Common Stock as reflected in Schedule B hereto) and $ principal amount of
Notes for each IDS and the Company will take such action as is necessary to
facilitate such voluntary separation.
RECOMBINATION:
Any holder of Common Stock and Notes is entitled, at any time, to
combine such holder's Common Stock and Notes to form IDSs and the Company will
take such action as is necessary to facilitate such voluntary recombination.
[Signature page follows]
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Dated: , 2003
VOLUME SERVICES AMERICA HOLDINGS, INC.
By:
----------------------------------------
Name:
Title:
Countersigned and registered:
THE BANK OF NEW YORK
as IDS Transfer Agent
By:
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Name:
Title:
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Schedule A
NUMBER OF IDSS
The number of IDSs represented by this global IDS Certificate is
______. The following increases or decreases have been made:
Date Number of IDSs prior to Increase amount Decrease amount Number of IDSs After to Signature
increase/decrease increase/decrease
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Schedule B
NUMBER OF SHARES OF COMMON STOCK
The number of shares of Common Stock included in each IDS represented by
this Certificate is initially one (1). The following adjustments have been made:
Number of shares of Common Number of shares of Common
Stock included in each IDS Event triggering Stock included in each IDS
prior to adjustment adjustment following the adjustment
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