EXHIBIT 4.4
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 HEREIN AND 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 THE
13.5% SUBORDINATED NOTES DUE 2013 IN A PRINCIPAL AMOUNT OF $5.70 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. 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) and the
13.5% subordinated notes due 2013 in a $5.70 principal amount of the Company
(the "Notes"). The global Note and global Common Stock certificate constituting
part of this IDSs Certificate are each attached hereto, each of which are
registered in the name of the nominee of The Depository Trust Company ("DTC").
The terms of the Notes are governed by an Indenture (the "Indenture") dated as
of December 10, 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, all of which such terms and provisions the holder
of this IDSs Certificate consents by acceptance hereof. The Company will furnish
to any holder of this IDS 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 8-K 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 IDS Certificate is not valid unless countersigned and registered
by the IDS Transfer Agent. Each of the Common Stock transfer agent and the
Trustee under the Indenture shall countersign this IDS Certificate solely to
acknowledge that the Common Stock and Notes constitute a part of the IDSs.
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 the
Notes in $5.70 principal amount 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
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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 a combination of the
Notes and New Notes, each in $5.70 principal amount, 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) March 9, 2004, and (ii) the
occurrence of a Change of Control (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 the
Notes in $5.70 principal amount 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.
[Signature page follows]
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Dated:
VOLUME SERVICES AMERICA HOLDINGS, INC.
By:_____________________________________
Name: Lawrence E. Honig
Title: Chief Executive Officer
Countersigned and registered:
THE BANK OF NEW YORK
as IDS Transfer Agent
By: _________________________________
Authorized Signatory
Acknowledged:
THE BANK OF NEW YORK
as Common Stock Transfer Agent
By:__________________________________
Authorized Signatory
Acknowledged:
THE BANK OF NEW YORK
as Trustee
By:__________________________________
Authorized Signatory
Schedule A
NUMBER OF IDSs
The number of IDSs represented by this global IDS Certificate is
16,785,450. The following increases or decreases have been made pursuant to and
in compliance with the book-entry procedures of DTC:
Number of IDSs
Number of IDSs prior Increase Decrease After to
Date to increase/decrease amount amount increase/decrease Signature
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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 Stock Number of shares of Common Stock
included in each IDS prior to included in each IDS following
adjustment Event triggering adjustment adjustment
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