Unless this certificate is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) 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 such other name as
requested by an authorized representative of the Depository Trust Company and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.
No. 2 $50,000,000
CUSIP No.: 81760NAC3
The ServiceMaster Company
7 7/8 % Note
Due August 15, 2009
1
The ServiceMaster Company, a Delaware corporation (the "Company", which
term includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to Cede & Co., or registered
assigns, at the office or agency of the Company in New York, New York, the
principal sum of Two Hundred Million Dollars on August 15, 2009, in the coin or
currency of the United States, and to pay interest, semi-annually on February 15
and August 15 of each year, commencing February 15, 2000, principal sum at said
office or agency, in like coin or currency, at the rate per annum specified in
the title of this Note, from the February 15, or the August 15, as the case may
be, next preceding the date of this Note to which interest has been paid or duly
provided for, unless the date hereof is a date to which interest has been paid
or duly provided for, in which case from the date of this Note, or unless no
interest has been paid or duly provided for on these Notes, in which case from
August 10, 1999, until payment of said principal sum has been made or duly
provided for; provided, that payment of interest may be made at the option of
the Company by check mailed to the address of the person entitled thereto as
such address shall appear on the Security Register or by wire transfer as
provided in the Indenture. Notwithstanding the foregoing, if the date hereof is
after the first day of February or August, as the case may be, and before the
following February 15 or August 15, this Note shall bear interest from such
February 15 or August 15; provided, that if the Company shall default in the
payment of interest due on such February 15 or August 15, then this Note shall
bear interest from the next preceding February 15 or August 15, to which
interest has been paid or duly provided for or, if no interest has been paid or
duly provided for on these Notes, from August 10, 1999. The interest so payable
on any February 15 or August 15 will, subject to certain exceptions provided in
the Indenture referred to on the reverse hereof, be paid to the person in whose
name this Note is registered at the close of business on February 1 or August 1,
as the case may be, next preceding such February 15 or August 15, whether or not
such day is a Business Day.
Reference is made to the further provisions of this Note set forth on
the reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been manually signed by the
Trustee under the Indenture referred to on the reverse hereof.
2
IN WITNESS WHEREOF, The ServiceMaster Company has caused this
instrument to be signed manually or by facsimile by its duly authorized
officers.
Dated:
THE SERVICEMASTER COMPANY
By
Name:
Title:
By
Name:
Title:
------------------------------------
Attest:
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CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
Dated: Harris Trust and Savings Bank,
as Trustee
By
Authorized Signatory
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REVERSE OF NOTE
The ServiceMaster Company
7 7/8 % Note
Due August 15, 2009
This Note is one of a duly authorized issue of debentures, notes, bonds
or other evidences of indebtedness of the Company (hereinafter called the
"Securities") of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture dated as of August 15, 1997 between the
Company (as successor by merger to each of The ServiceMaster Company Limited
Partnership and ServiceMaster Limited Partnership, and their respective rights
and obligations under the Indenture hereinafter referred to) and Harris Trust
and Savings Bank, as Trustee (hereinafter called the "Trustee") (as supplemented
by the First Supplemental Indenture dated as of August 15, 1997 among SMCLP,
SMLP and the Trustee, the Second Supplemental Indenture dated as of January 1,
1998 between the Company and the Trustee, the Third Supplemental Indenture dated
as of March 2, 1998 between the Company and the Trustee and the Fourth
Supplemental Indenture dated as of August 10, 1999 between the Company and the
Trustee, the "Indenture"), to which Indenture and all indentures supplemental
thereto and all terms of a particular series of Securities established pursuant
to Section 2.03 of the Indenture reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee, the Company and the Holders of the Securities. The Securities
may be issued in one or more series, which different series may be issued in
various aggregate principal amounts, may mature at different times, may bear
interest (if any) at different rates, may be subject to different redemption
provisions (if any), may be subject to different sinking, purchase or analogous
funds (if any) and may otherwise vary as in the Indenture provided. This Note is
one of a series designated as the 7 7/8 % Notes due 2009 of the Company, limited
in aggregate principal amount to $250,000,000.
Interest will be computed on the basis of a 360-day year of twelve
30-day months. The Company shall pay interest on overdue principal and, to the
extent lawful, on overdue installments of interest at the rate per annum borne
by this Note. If a payment date is not a Business Day as defined in the
Indenture at a place of payment, payment may be made at that place on the next
succeeding day that is a Business Day, and no interest shall accrue for the
intervening period.
In case an Event of Default as defined in the Indenture, with respect
to the 7 7/8 % Notes due 2009, shall have occurred and be continuing, the
principal hereof and the interest accrued hereon, if any, may be declared, and
upon such
5
declaration shall become, due and payable in the manner, with the effect and
subject to the conditions provided in the Indenture.
The Indenture contains provisions which provide that, without prior
notice to any Holders, the Company and the Trustee may amend the Indenture and
the Securities of any series with the written consent of the Holders of a
majority in aggregate principal amount of the outstanding Securities of all
series affected (all such series voting as one class), and the Holders of a
majority in aggregate principal amount of the outstanding Securities of all
series to be affected (all such series voting as one class) by written notice to
the Trustee may waive future compliance by the Company with any provision of the
Indenture or the Securities of such series; provided that, without the consent
of each Holder of the Securities of each series affected thereby, an amendment
or waiver, including a waiver of past defaults, may not: (i) extend the stated
maturity of the principal of, or any sinking fund obligation or any installment
of interest on, such Holder's Security, or reduce the principal amount thereof
or the rate of interest thereon (including any amount in respect of original
issue discount), or any premium payable with respect thereto, or adversely
affect the rights of such Holder under any mandatory redemption or repurchase
provision or any right of redemption or repurchase at the option of such Holder,
or reduce the amount of the principal of an Original Issue Discount Security
that would be due and payable upon an acceleration of the maturity or the amount
thereof provable in bankruptcy, or change any place of payment where, or the
currency in which, any Security or any premium or the interest thereon is
payable, or impair the right to institute suit for the enforcement of any such
payment on or after the due date therefor; (ii) reduce the percentage in
principal amount of outstanding Securities of the relevant series the consent of
whose Holders is required for any such supplemental indenture, for any waiver of
compliance with certain provisions of the Indenture or certain Defaults and
their consequences provided for in the Indenture; (iii) waive a Default in the
payment of principal of or interest on any Security of such Holder; or (iv)
modify any of the provisions of the Indenture governing supplemental indentures
with the consent of Securityholders except to increase any such percentage or to
provide that certain other provisions of the Indenture cannot be modified or
waived without the consent of the Holder of each outstanding Security affected
thereby.
It is also provided in the Indenture that, subject to certain
conditions, the Holders of at least a majority in aggregate principal amount of
the outstanding Securities of all series affected (voting as a single class), by
notice to the Trustee, may waive an existing Default or Event of Default with
respect to the Securities of such series and its consequences, except a Default
in the payment of principal of or interest on any Security or in respect of a
covenant or provision of the Indenture which cannot be modified or amended
without the consent of the Holder of each outstanding Security affected. Upon
any such waiver, such
6
Default shall cease to exist, and any Event of Default with respect to the
Securities of such series arising therefrom shall be deemed to have been cured,
for every purpose of the Indenture; but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereto.
The Indenture provides that a series of Securities may include one or
more tranches (each a "tranche") of Securities, including Securities issued in a
periodic offering. The Securities of different tranches may have one or more
different terms, including authentication dates and public offering prices, but
all the Securities within each such tranche shall have identical terms,
including authentication date and public offering price. Notwithstanding any
other provision of the Indenture, subject to certain exceptions, with respect to
sections of the Indenture concerning the execution, authentication and terms of
the Securities, redemption of the Securities, Events of Default of the
Securities, defeasance of the Securities and amendment of the Indenture, if any
series of Securities includes more than one tranche, all provisions of such
sections applicable to any series of Securities shall be deemed equally
applicable to each tranche of any series of Securities in the same manner as
though originally designated a series unless otherwise provided with respect to
such series or tranche pursuant to a board resolution or a supplemental
indenture establishing such series or tranche.
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 any premium and interest
on this Note in the manner, at the place, at the respective times, at the rate
and in the coin or currency herein prescribed.
The Notes are issuable initially only in registered form without
coupons in denominations of $1,000 and any multiple of $1,000 at the office or
agency of the Company in the Borough of Manhattan, The City of New York, and in
the manner and subject to the limitations provided in the Indenture, but,
without the payment of any service charge, Notes may be exchanged for a like
aggregate principal amount of Notes of other authorized denominations.
The Notes will be redeemable, at any time prior to maturity at the
option of the Company, in whole or in part, upon not less than 30 or more than
60 days prior written notice, at a redemption price equal to the greater of (i)
100% of their principal amount or (ii) as determined by a Quotation Agent, the
sum of the present values of the Remaining Scheduled Payments of principal and
interest thereon (not including any portion of such payments of interest accrued
as of the date of redemption) discounted to the redemption date, on a
semi-annual basis assuming a 360-day year consisting of twelve 30-day months at
the Adjusted
7
Treasury Yield plus 20 basis points, together with all accrued but unpaid
interest, if any, to the date of redemption in either case.
Upon due presentment for registration of transfer of this Note at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, a new Note or Notes of authorized denominations for an equal aggregate
principal amount will be issued to the transferee in exchange therefor, subject
to the limitations provided in the Indenture, without charge except for any tax
or other governmental charge imposed in connection therewith.
The Company, the Trustee and any agent of the Company or the Trustee
may deem and treat the registered Holder hereof as the absolute owner of this
Note (whether or not this Note shall be overdue and notwithstanding any notation
of ownership or other writing hereon), for the purpose of receiving payment of,
or on account of, the principal hereof and, subject to the provisions hereof,
interest hereon, and for all other purposes, and neither the Company nor the
Trustee nor any agent of the Company or the Trustee shall be affected by any
notice to the contrary.
No recourse under or upon any obligation, covenant or agreement of the
Company in the Indenture or any indenture supplemental thereto or in any Note,
or because of any indebtedness evidenced thereby, shall be had against any
incorporator, stockholder, officer or director, as such, past, present, or
future, of the Company or any successor corporation thereof, either directly or
through the Company or any successor corporation, under any rule of law, statute
or constitutional provision or by the enforcement of any assessment or by any
legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance hereof and as part of the consideration
for the issue hereof.
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
8
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE,
OF ASSIGNEE]
[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing such person attorney to transfer such Note on the books of the
Company, with full power of substitution in the premises.
Dated: ------------------------------------
NOTICE: The signature to this assignment must correspond with the name
as written upon the face of the within Note in every
particular without alteration or enlargement or any change
whatsoever.
9