Cintas Corporation 8-K


 


Exhibit 4.3


 

 





CINTAS CORPORATION NO. 2



OFFICERS’ CERTIFICATE


 


Pursuant to Sections 3.1 and 3.3 of the
Indenture, dated as of May 28, 2002 (the “Base Indenture”), by and among Cintas Corporation No. 2, a Nevada
corporation (the “Company”), Cintas Corporation, a Washington corporation (the “Parent Guarantor”),
Cintas Corporation No. 3, a Nevada corporation (“Cintas 3”), the additional subsidiary guarantors party
thereto and U.S. Bank National Association (as successor trustee to Wachovia Bank, National Association), as trustee (the “Trustee”),
as amended and supplemented by a first supplemental indenture, dated as of November 8, 2010 (the “First Supplemental Indenture”
and, together with the Base Indenture, the “Indenture”), by and among the Company, Cintas Corporate Services,
Inc., an Ohio corporation (“Cintas Services” and, collectively with the Parent Guarantor and Cintas 3, the “Guarantors”),
and the Trustee, the undersigned Senior Vice President and Chief Financial Officer of the Company and the undersigned Vice President
and Treasurer of the Company hereby certify as follows:


 


(1)         The
issuance of a series of Securities designated as 3.250% Senior Notes due 2022, in an initial aggregate principal amount of $250,000,000
(the “Existing 2022 Notes”), was previously approved and authorized in accordance with the provisions of the
Indenture.


 


(2)         The
issuance of additional 3.250% Senior Notes due 2022 of the same series as the Existing 2022 Notes, in an aggregate principal amount
of $50,000,000 (the “Notes”), has been approved and authorized in accordance with the provisions of the Indenture
pursuant to resolutions adopted by the Pricing Committee of the Board of Directors of the Company pursuant to an Action Taken in
Writing by the Pricing Committee of the Board of Directors of the Company dated March 9, 2017 and by this Officers’ Certificate
dated March 14, 2017 relating to the Notes.


 


(2)         All
covenants and conditions precedent provided for in the Indenture relating to the execution, authentication and delivery of the
Notes and the terms of such series of Securities have been complied with.


 


(3)         To
the best of the knowledge of the undersigned, no event that is, or after notice or lapse of time would become, an Event of Default
with respect to any of the Securities shall have occurred and be continuing.


 


(4)         The
terms of the Notes shall be as follows:


 


 (i)           The title of the Notes shall be “3.250%
Senior Notes due 2022.” The Notes and the Existing 2022 Notes will be treated as a single series of Securities for all purposes
under the Indenture.


 


 (ii)          The Notes are to be issued in registered
form. The Notes are to be issued initially in an aggregate principal amount of $50,000,000, which shall be in addition to the $250,000,000
aggregate principal amount of the Existing 2022 Notes; provided, however, that the aggregate principal amount of
the Notes which may be outstanding may be increased by the Company upon the terms and subject to the conditions set forth in the
Indenture and the Notes. The Notes are to be issued initially in global form. Beneficial owners of interests in the Notes may exchange
such interests in accordance with the Indenture and the terms of the Notes.


 






     


     


    

 


 (iii)           The Notes will mature on June 1, 2022.


 


 (iv)            The Notes will bear interest at a rate of
3.250% per annum.


 


 (v)             The date from which interest shall accrue,
the Interest Payment Dates on which interest shall be payable and the Regular Record Date for the interest payable on any Interest
Payment Date will be as set forth in the Specimen Note annexed hereto as Exhibit A (the “Specimen Note”).


 


 (vi)            Principal and interest on the Notes are
payable at the corporate trust office of the Trustee in The City of New York, except as otherwise provided in the Specimen Note.


 


 (vii)           The Notes are issuable in minimum denominations
of $1,000 and integral multiples of $1,000 above that amount.


 


 (viii)          The Notes are subject to redemption at
the option of the Company, as set forth in the Specimen Note.


 


 (ix)            The Notes will not be subject to any sinking
fund.


 


 (x)             The provisions of the Indenture relating
to defeasance shall apply to the Notes.


 


 (xi)            Clause (5) of Section 5.1 of the Indenture
shall not apply to the Notes, and the occurrence of the events described in clause (5) of Section 5.1 of the Indenture shall not
be deemed an “Event of Default” with respect to the Notes.


 


 (xii)           If a Change of Control Repurchase Event
(as defined in the Specimen Note) occurs, the Company shall make an offer to purchase all of the Notes at a repurchase price in
cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes
repurchased to the date of purchase, as set forth in the Specimen Note.


 


 (xiii)          The “Depository” with respect
to the Notes will initially be The Depository Trust Company (“DTC”).


 


 (xiv)          Interest on the Notes will be computed
and paid on the basis of a 360-day year of twelve 30-day months.


 


 (xv)           The due and punctual payment of principal
of, premium, if any, and interest on, the Notes shall be fully and unconditionally guaranteed, subject to the terms of the Indenture,
jointly and severally, by the Parent Guarantor, Cintas 3 and Cintas Services.


 


Capitalized terms used herein and not otherwise
defined herein have the meanings specified in the Indenture or the Specimen Note. The foregoing terms of the Notes are qualified
by the complete text of the Specimen Note, which is attached hereto and incorporated herein by this reference.


 






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Each of the undersigned, for himself, states
that he has read and is familiar with the provisions of the Indenture, including Article 3 relating to the issuance of Securities
thereunder and the definitions relating thereto and Article 1; that he is generally familiar with the affairs of the Company and
the Guarantors and their respective corporate acts and proceedings; and that, in his opinion, he has made such examination or investigation
as is necessary to enable him to express an informed opinion as to whether or not the covenants and conditions referred to above
have been complied with, and, in his opinion, such provisions have been complied with.


 


Insofar as this certificate relates to legal
matters, it is based, as provided for in Section 1.3 of the Indenture, upon the Opinion of Counsel delivered to the Trustee contemporaneously
herewith pursuant to Section 3.3 of the Indenture and relating to the Notes.


 


[THE REMAINDER OF THIS PAGE INTENTIONALLY
LEFT BLANK]


 




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IN WITNESS WHEREOF, we have hereunto signed
our names by and on behalf of the Company.


 


Cincinnati, Ohio

Dated: March 14, 2017


 





	 	CINTAS CORPORATION NO. 2
	 	 	 	 
	 	By:	 	/s/ J. Michael Hansen
	 	 	Name:	J. Michael Hansen
	 	 	Title:	Senior Vice President and Chief Financial Officer
	 	 	 	 
	 	By:	 	/s/ Paul F. Adler
	 	 	Name:	Paul F. Adler
	 	 	Title:	Vice President and Treasurer


















 




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EXHIBIT A



SPECIMEN NOTE


 




     


     


    

 


THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY (AS DEFINED IN THE INDENTURE) OR A NOMINEE
THEREOF. THIS GLOBAL NOTE IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE
ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES
IN DEFINITIVE FORM, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY,
OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY, OR BY THE DEPOSITORY OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.


 


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY (AS DEFINED BELOW)
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.


 




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        No. 2

CUSIP No. 17252M AL4

         
	Principal Amount $50,000,000 as revised by the Schedule of Increases and Decreases in Global Security attached hereto







 


Cintas Corporation No. 2

3.250% Senior Notes due 2022

Payment of Principal, Premium, if any, and Interest

Unconditionally Guaranteed, Jointly and Severally,

by Cintas Corporation and

Certain Subsidiaries of Cintas Corporation


 


Cintas Corporation No. 2, a corporation
duly organized and existing under the laws of Nevada (hereinafter called the “Company,” which term includes
any successor Person under the Indenture referred to below), for value received, hereby promises to pay to Cede & Co., c/o
The Depository Trust Company, 55 Water Street, New York, New York 10041, or registered assigns, the principal sum of Fifty Million
Dollars ($50,000,000), as revised by the Schedule of Increases and Decreases in Global Security attached hereto, on June 1, 2022,
and to pay interest thereon from December 1, 2016 or from the most recent date to which interest has been paid or duly provided
for, semiannually on June 1 and December 1 in each year (each, an “Interest Payment Date”), commencing on June
1, 2017, at the rate of 3.250% per annum, until the principal hereof and premium, if any, hereon is paid or duly made available
for payment, and on any overdue principal or premium, if any, and (to the extent that payment of such interest is lawful) on any
overdue installment of interest at the same rate per annum during the period in which such principal or premium, if any, or interest
remains unpaid. 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 or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, which shall be the May 15 or November 15 (whether or not a Business Day
(as defined below)), as the case may be, next preceding such Interest Payment Date. Except as otherwise provided in the Indenture,
any such interest that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith
cease to be payable to the Holder hereof on such Regular Record Date and may either be paid to the Person in whose name this Note
(or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Company, notice whereof shall be given to Holders of Notes of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements
of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in such Indenture. 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 or, if applicable, the Guarantor 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 United States dollar check mailed to the address of the Person entitled thereto as such address shall appear in the Security
Register; provided, further, that payment to The Depository Trust Company or any successor depository (“DTC”)
may be made by wire transfer to the account designated by DTC or such successor depository in writing.


 


If any Interest Payment Date or Maturity
Date falls on a day that is not a Business Day, the related payment of principal, premium, if any, and interest on the Notes will
be made on the next succeeding Business Day with the same force and effect as if it were made on the date such payment was due
and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date or Maturity Date,
as the case may be, to the next succeeding Business Day. “Business Day” means any day other than a Saturday,
Sunday or other day on which banking institutions are authorized or obligated by law, regulation or executive order to close.


 






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Payments of interest hereon with respect
to any Interest Payment Date will include interest accrued to but excluding such Interest Payment Date. Interest on this Note shall
be calculated on the basis of a 360-day year consisting of twelve 30-day months.


 


This Note is one of a duly authorized series
of Securities of the Company (herein called the “Notes”) issued or to be issued under an Indenture, dated as
of May 28, 2002 (the “Base Indenture”), by and among the Company, Cintas Corporation (the “Parent Guarantor”),
Cintas Corporation No. 3, a Nevada corporation (“Cintas 3”), the additional subsidiary guarantors party
thereto and U.S. Bank National Association (as successor trustee to Wachovia Bank, National Association), as Trustee (herein called
the “Trustee,” which term includes any successor trustee under the Indenture with respect to the Notes), as
amended and supplemented by a first supplemental indenture, dated as of November 8, 2010 (herein called, collectively with the
Base Indenture and all indentures supplemental thereto, the “Indenture”), by and among the Company, Cintas Corporate
Services, Inc., an Ohio corporation (“Cintas Services” and, collectively with the Parent Guarantor and Cintas
3, the “Initial Subsidiary Guarantors” and, together with the Parent Guarantor and each other subsidiary of
the Company that pursuant to the terms of the Indenture guarantees the Company’s obligations under such Indenture, in each
case in such entity’s capacity as guarantor, the “Guarantors”) 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 Guarantors, 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 the series designated on the face hereof and is issued as an addition to the
same series as the Company’s $250,000,000 aggregate principal amount of 3.250% Senior Notes due 2022 issued on June 8, 2012,
with such additional Notes initially limited (subject to exceptions provided in the Indenture) to the aggregate principal amount
specified in the Officers’ Certificate, dated as of March 14, 2017, establishing the terms of the Notes pursuant to the Indenture;
provided that the Company may, without the consent of Holders, further reopen this series of Securities and issue additional
Notes, so as to increase the aggregate principal amount of the Notes Outstanding upon the terms and subject to the conditions set
forth in the Indenture so long as any such additional Notes have the same tenor and terms (including, without limitation, rights
to receive accrued and unpaid interest as the Notes then Outstanding). The Notes are issuable only in registered form without coupons
in the denominations specified in the Officers’ Certificate, dated as of March 14, 2017, establishing the terms of the Notes,
all as more fully provided in the Indenture and such Officers’ Certificate. As provided in the Indenture and in such Officers’
Certificate, and subject to certain limitations set forth in the Indenture, such Officers’ Certificate and in this Note,
the Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series in different denominations,
as requested by the Holders surrendering the same.


 


The Notes are unconditionally guaranteed
as to the due and punctual payment of principal, premium, if any, and interest in respect thereof by the Guarantors as evidenced
by their guarantees (the “Guarantees”) included in the Indenture and set forth hereon. The Guarantees are direct
and unconditional obligations of such Guarantors and rank and will rank equally in priority of payment and in all other respects
with all other unsecured and unsubordinated obligations of such Guarantors now or hereafter outstanding.


 


This Note is redeemable at the option of
the Company, in whole or in part at any time, or from time to time prior to the date that is three months prior to its Maturity
Date, at a Redemption Price equal to the greater of (i) 100% of the principal amount of this Note to be redeemed and (ii) the sum,
as determined by the Independent Investment Banker (as defined below), of the present values of the remaining scheduled payments
of principal and interest on this Note to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the
date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as
defined below) plus 30 basis points, and in each case accrued but unpaid interest thereon to the Redemption Date (the “Make-Whole
Premium”). If this Note is redeemed on or after the date that is three months prior to its Maturity Date, the Note will
be redeemed at a Redemption Price equal to 100% of its principal amount plus accrued and unpaid interest to, but excluding, the
Redemption Date.


 






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“Treasury Rate” means,
with respect to any Redemption Date for the Notes, (i) the yield, under the heading that represents the average for the immediately
preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor
publication that is published weekly by the Board of Governors of the Federal Reserve System and that establishes yields on actively
traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,”
for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Maturity
Date of the Notes, yields for the two published maturities most closely corresponding to the Comparable Treasury Issuer will be
determined and the Treasury Rate shall be interpolated or extrapolated from those yields on a straight line basis, rounding to
the nearest month) or (ii) if the release referred to in clause (i) (or any successor release) is not published during the week
preceding the calculation date or does not contain the yields referred to above, the rate per annum equal to the semi-annual equivalent
yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for that Redemption Date. The Treasury Rate will be
calculated on the third Business Day preceding the Redemption Date.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the
remaining term of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.


 


“Comparable Treasury Price”
means, with respect to any Redemption Date, the average of the Reference Treasury Dealer Quotations obtained by the Trustee for
such Redemption Date, after excluding the highest and lowest of four such Reference Treasury Dealer Quotations, or if the Trustee
is unable to obtain at least four such Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations
obtained by the Trustee.


 


“Independent Investment Banker”
means KeyBanc Capital Markets Inc. (and its successors), or, if such firm is unwilling or unable to select the applicable Comparable
Treasury Issue, an independent investment banking institution of national standing appointed by the Trustee and reasonably acceptable
to the Company or, if applicable, the Guarantor.


 


“Reference Treasury Dealer”
means J.P. Morgan Securities LLC and its successors, and three other primary U.S. government securities dealers in New York
City selected by the Independent Investment Banker (each, a “Primary Treasury Dealer”); provided, however,
that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company shall substitute therefor another Primary
Treasury Dealer.


 


“Reference Treasury
Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date for the Notes,
an average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue for the Notes
(expressed in each case as a percentage of its principal amount) quoted in writing to the Company and the Trustee by such
Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date.


 






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Notice of any redemption will be mailed
at least 30 days but not more than 60 days before the Redemption Date to the Holder hereof at its address as such address shall
appear in the Security Register of the Company. Unless the Company defaults in payment of the Redemption Price and accrued interest
on and after the Redemption Date, interest will cease to accrue on the principal amount of this Note called for redemption.


 


Except as provided above, this Note is not
redeemable by the Company prior to maturity and is not subject to any sinking fund.


 


If a Change of Control Repurchase Event
(defined below) occurs, unless the Company has otherwise exercised its right to redeem the Notes, it will make an offer (a “Change
of Control Repurchase Event Offer”) to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral
multiple of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate
principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase,
subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the
“Change of Control Repurchase Event Payment”). Within 30 days following any Change of Control Repurchase Event,
the Company will deliver a notice to each Holder describing the transaction or transactions that constitute the Change of Control
Repurchase Event and stating:


 


(1)          that
the Change of Control Repurchase Event Offer is being made pursuant to the Change of Control Repurchase Event provisions of the
Notes and that all Notes tendered will be accepted for payment;


 


(2)          the
purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice
is delivered (the “Change of Control Repurchase Event Payment Date”);


 


(3)          that
any Note not tendered will continue to accrue interest;


 


(4)          that,
unless the Company defaults in the payment of the Change of Control Repurchase Event Payment, all Notes accepted for payment pursuant
to the Change of Control Repurchase Event Offer will cease to accrue interest after the Change of Control Repurchase Event Payment
Date;


 


(5)          that
Holders electing to have any Notes purchased pursuant to a Change of Control Repurchase Event Offer will be required to surrender
the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer
by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third
Business Day preceding the Change of Control Repurchase Event Payment Date;


 


(6)          that
Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second
Business Day preceding the Change of Control Repurchase Event Payment Date, a telegram, telex, facsimile transmission or letter
setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is
withdrawing his election to have the Notes purchased; and


 


(7)          that
Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion
of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple of $1,000
in excess thereof.


 






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The Company will comply with the requirements
of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities
laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the
Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations
conflict with the Change of Control Repurchase Event provisions of the Notes, the Company will comply with the applicable securities
laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions
of the Notes by virtue of such conflict.


 


On the Change of Control Repurchase Event
Payment Date, the Company will, to the extent lawful:


 


(1)          accept
for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Repurchase Event Offer;


 


(2)          deposit
with the Paying Agent an amount equal to the Change of Control Repurchase Event Payment in respect of all Notes or portions of
Notes properly tendered; and


 


(3)          deliver
or cause to be delivered to the trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate
principal amount of Notes being purchased by the Company.


 


Upon receiving the Change of Control Repurchase
Event Payment, the Paying Agent will promptly deliver to each Holder of Notes properly tendered the purchase price for such Notes,
and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note equal
in the principal amount to any unpurchased portion of the Notes surrendered, if any; provided, that each new Note will be
in a principal amount of $1,000 or an integral multiple of $1,000 in excess thereof. The Company will announce the results of the
Change of Control Repurchase Event Offer on or as soon as practicable after the Change of Control Repurchase Event Payment Date.


 


The Company will not be required to make
a Change of Control Repurchase Event Offer upon a Change of Control Repurchase Event if a third party makes an offer in the manner,
at the times and otherwise in compliance with the requirements for a Change of Control Repurchase Event Offer made by the Company,
and such third party purchases all Notes properly tendered and not withdrawn under its offer.


 


“Below Investment Grade Rating
Event” means the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any date from the
date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following
public notice of the occurrence of the Change of Control (which 60-day period shall be extended so long as the rating of the Notes
is under publicly announced consideration for possible downgrade by any of the Rating Agencies).


 


“Capital Stock” means,
with respect to any Person, any and all shares, interests, participations or other equivalents (however designated) in the equity
interests of such Person, including without limitation, (i) with respect to a corporation, common stock, preferred stock and any
other capital stock, (ii) with respect to a partnership, partnership interests (whether general or limited), and (iii) with respect
to a limited liability company, limited liability company interests.


 






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“Change of Control” means
the occurrence of any of the following:


 


(1)          the
direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all of the Company’s and its subsidiaries’ properties or assets
taken as a whole or all or substantially all of the Parent Guarantor’s and its subsidiaries properties or assets taken as
a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than to the Parent Guarantor,
the Company or a Subsidiary Guarantor, as the case may be;


 


(2)          the
adoption of a plan relating to the liquidation or dissolution of the Company or the Parent Guarantor;


 


(3)          the
consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person”
(as defined above), other than the Company or a Subsidiary Guarantor, as the case may be, becomes the beneficial owner, directly
or indirectly, of 50% or more of the total voting power of the Voting Stock of the Company or the Parent Guarantor (for purposes
of this clause (3), a Person shall be deemed to beneficially own the Voting Stock of a corporation that is beneficially owned (as
defined above) by another corporation (a “parent corporation”) if such Person beneficially owns (as defined
above) at least 50% of the aggregate voting power of all classes of Voting Stock of such parent corporation); or


 


(4)          the
first day on which a majority of the members of the board of directors of the Parent Guarantor are not Continuing Directors;


 


provided, that in connection with (a) the direct or indirect
sale, transfer, conveyance or other disposition described in clause (1) above to the Parent Guarantor, the Company or a Subsidiary
Guarantor or (b) the consummation of any transaction described in clause (3) above with the Company or a Subsidiary Guarantor,
all references in clauses (1) and (3) above to the “Company” and the “Parent Guarantor,” as applicable,
shall henceforth be deemed to refer to the entity that acquires such properties or assets or the surviving entity of such merger
or consolidation, as applicable.


 


“Change of Control Repurchase Event”
means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.


 


“Continuing Director”
means, as of any date of determination, any member of the Parent Guarantor’s Board of Directors who:


 


(1)          was
a member of the Parent Guarantor’s Board of Directors on the first date that any of the Notes were issued; or


 


(2)          was
nominated for election or elected to the Parent Guarantor’s Board of Directors with the approval of a majority of the directors
in office at the time of such nomination or election (a) who were either members of the Parent Guarantor’s Board of Directors
on the first date that any of the Notes were issued or (b) whose nomination or election was so previously approved.


 


“Investment Grade Rating”
means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P.


 


“Moody’s” means
Moody’s Investors Service, Inc.


 






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“Person” means any individual,
corporation, partnership, association, joint venture, trust or any other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.


 


“Rating Agency” means
each of S&P and Moody’s, or if S&P or Moody’s or both shall not make a rating on the Notes publicly available,
a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company (as certified by Board
Resolutions) which shall be substituted for S&P or Moody’s, or both, as the case may be.


 


“S&P” means Standard
& Poor’s Financial Services, LLC, a subsidiary of The McGraw Hill Companies, Inc., and its successors.


 


“Voting Stock” means,
with respect to any Person, the Capital Stock of such Person that is at the time entitled to vote generally in the election of
the board of directors (or the equivalent) of such Person.


 


If an Event of Default (as defined below)
with respect to the Notes shall occur and be continuing, the principal amount of all the Notes may be declared due and payable
in the manner and with the effect provided in the Indenture. As used herein, the capitalized term “Event of Default”
shall have the meanings assigned to it in the Indenture, except that Clause (5) of Section 5.1 of the Indenture shall not apply.


 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and, if applicable,
the Guarantors and the rights of the Holders of the Securities of each series issued under the Indenture at any time by the Company
and, if applicable, the Guarantors, and the Trustee with the consent of the Holders of not less than a majority in aggregate principal
amount of the Securities at the time Outstanding of each series affected thereby. The Indenture also contains provisions permitting
the Holders of specified percentages in aggregate principal amount of the Securities of any series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by the Company and, if applicable, the Guarantors with
certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any
Notes 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 obligations of the Company and the Guarantors, which are
absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note, at the times, place and rate,
and in the coin or currency, herein and in the Indenture prescribed.


 


As provided in the Indenture and subject
to certain limitations set forth therein and in this Note, the transfer of this Note is registerable on the Security Register of
the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company or the Guarantors
in any place where the principal of (and premium, if any) 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 such Holder’s attorney duly authorized in writing, and thereupon one or more new Notes 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.


 






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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, other than in certain cases provided in the Indenture.


 


Prior to due presentment of this Note for
registration of transfer, the Company, the Guarantors, the Trustee and any agent of the Company, the Guarantors 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 is overdue,
and none of the Company, the Guarantors, the Trustee or any such agent shall be affected by notice to the contrary.


 


The Indenture contains provisions whereby
(i) the Company or the Guarantors may be discharged from their obligations with respect to the Notes (subject to certain exceptions)
or (ii) the Company or the Guarantors may be released from their obligations under specified covenants and agreements in the Indenture,
in each case if the Company or any Guarantor irrevocably deposits with the Trustee money or U.S. Government Obligations sufficient
to pay and discharge the entire indebtedness on all Notes of this series, and satisfies certain other conditions, all as more fully
provided in the Indenture.


 


This Note shall be governed by and construed
in accordance with the laws of the State of New York.


 


All capitalized terms used in this Note
that are not otherwise defined in this Note shall have the meanings assigned to them in the Indenture.


 


Unless the certificate of authentication
hereon has been duly executed by the Trustee referred to below, directly or through an Authenticating Agent, by manual signature
of an authorized signatory, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.


 




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IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed, manually or by facsimile by an authorized signatory.


 


Dated: March 14, 2017


 





	 	 	CINTAS CORPORATION NO. 2, as Issuer
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	Attest:	 	 
	 	 	 	 
	By:	 	 	 
	 	Name:	 	 
	 	Title:	 	 







 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the series
designated therein referred to in the within-mentioned Indenture.


 





	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	By:	 
	 	 	Authorized Signatory







 




    -15- 


     


    

 


GUARANTEE


 


For value received, each of the undersigned
hereby irrevocably and unconditionally guarantees (subject to release, if applicable, upon the terms set forth in the Indenture),
jointly and severally, on a senior basis to the Holder of this Note and to the Trustee, on behalf of the Holder, (i) due and punctual
payment of principal, premium, if any, and interest on this Note, when and as the same shall become due and payable, whether at
Stated Maturity, by declaration of acceleration or otherwise, the due and punctual payment of interest on the overdue principal
of (and premium, if any) and interest, if any, on this Note, to the extent lawful, and the due and punctual performance of all
other obligations of the Company to the Holder of this Note or the Trustee all in accordance with the terms of this Note and the
Indenture and (ii) in the case of any extension of time of payment or renewal of this Note or any of such other obligations, that
the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at Stated
Maturity, by declaration of acceleration or otherwise. This Guarantee will not be valid or obligatory for any purpose until the
Trustee duly executes the certificate of authentication on the Note upon which this Guarantee is endorsed.


 


Dated: March 14, 2017


 





	 	Cintas Corporation, a Washington corporation;
	 	Cintas Corporate Services, Inc., an Ohio corporation;
	 	Cintas Corporation No. 3, a Nevada corporation;
	 	 	 
	 	By:	 
	 	 	Authorized Signatory for each of the Guarantors
	 	 	 
	 	Attest:
	 	 	 
	 	By:	 
	 	 	Authorized Signatory for each of the Guarantors







 




    -16- 


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used in
the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable
laws or regulations:


 





	TEN COM — 	as tenants
in common UNIF GIFT MN ACT—___Custodian___
	 	 
	TEN ENT — 	as tenants
by the entireties (Cust)                 (Minor)
	 	 
	JT TEN — 	as joint
tenants with right of survivorship Under Uniform Gifts to Minors and not as
	 	 
	 	tenants in common                 Act__________



 


(State)


 


Additional abbreviations may also be used
though not in the above list.


 


FOR VALUE RECEIVED, the undersigned registered holder hereby
sell(s), assign(s) and transfer(s) unto


 


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE ___________________


 





 







PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE


 


 






the within Note and all rights thereunder, hereby irrevocably constituting and appointing


 


 






to transfer said 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 it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever.


 


Signature Guarantee:


 





	(Signature must be guaranteed)	 	Signature


   
 


 


The signature(s) should be guarantees by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program), pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934.


 




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OPTION OF HOLDER TO ELECT PURCHASE


 


To elect to have this Note purchased by
the Company pursuant to the Change of Control Repurchase Event provisions of the Notes, check the box below:


 


☐            Purchase pursuant to
Change of Control Repurchase Event


 


If you want to elect to have only part of
the Note purchased by the Company pursuant to pursuant to the Change of Control Repurchase Event provisions of the Notes, state
the amount you elect to have purchased:


 


$_________


 


Dated: __________


 


Notice: The signature to this election must correspond with
the name as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever.


 


Signature Guarantee:


 





	(Signature must be guaranteed)	 	Signature







   
 


 


The signature(s) should be guarantees by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program), pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934.


 




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SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
NOTE


 


The following increases or decreases in
this Global Note have been made


 


	Date of Exchange	Amount of increase 

in Principal Amount 

of this Global Note	Amount of decrease 

in Principal Amount 

of this Global Note	Principal Amount of 

this Global Note 

following each 

decrease or increase	Signature of 

Authorized signatory 

of Trustee
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 




 






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