Cintas Corporation 8-K


 


Exhibit 4.1


 

 


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 2.900% Senior Notes due 2022, in an initial aggregate principal amount of $650,000,000
(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 “2.900% Senior
Notes due 2022.”


 


(ii)         The Notes are to be issued in registered form. The
Notes are to be issued initially in an aggregate principal amount of $650,000,000; 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 April 1, 2022.


 


(iv)        The Notes will bear interest at a rate of 2.900%
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 $2,000 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)      If a Special Mandatory Redemption Event (as defined
in the Specimen Note) occurs, the Notes will be redeemed in whole at the Special Mandatory Redemption Price (as defined in the
Specimen Note), as set forth in the Specimen Note.


 


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


 


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


 


(xvi)      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.


 


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.


 



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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. 1	Principal Amount $500,000,000
	CUSIP No. 17252M AM2	as revised by the Schedule of Increases and Decreases in Global Security attached hereto







 


Cintas Corporation No. 2

2.900% 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 FIVE HUNDRED MILLION DOLLARS
($500,000,000), as revised by the Schedule of Increases and Decreases in Global Security attached hereto, on April 1, 2022, and
to pay interest thereon from March 14, 2017 or from the most recent date to which interest has been paid or duly provided for,
semiannually on April 1 and October 1 in each year (each, an “Interest Payment Date”), commencing on October
1, 2017, at the rate of 2.900% 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 March 15 or September 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, 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, 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 one month 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 15 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 one month 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 available Data Download Program designated “H.15” or any successor publication
that is available 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 Issue 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. Prior to the Redemption Date the Company will file with the
Trustee an Officers’ Certificate setting forth the Make-Whole Premium and the Treasury Rate and showing the calculation of
each in reasonable detail; provided that the Trustee shall not be responsible for any such calculation.


 


“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 an Independent Investment
Banker for such Redemption Date, after excluding the highest and lowest of four such Reference Treasury Dealer Quotations, or if
the Independent Investment Banker is unable to obtain at least four such Reference Treasury Dealer Quotations, the average of all
Reference Treasury Dealer Quotations obtained by such Independent Investment Banker.


 


“Independent Investment Banker”
means one of the Reference Treasury Dealers appointed by the Company.


 


“Reference Treasury Dealer” means
J.P. Morgan Securities LLC and its successors, an appropriate entity selected by KeyBanc Capital Markets Inc. (which need
not be an affiliate) and two 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 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 such 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.


 


In the event that the Acquisition (as defined below)
is not completed on or prior to November 30, 2017, or if prior to November 30, 2017, the Merger Agreement (as defined below) is
terminated other than in connection with the consummation of the Acquisition and is not otherwise amended or replaced (each, a
“Special Mandatory Redemption Event”), the Notes will be redeemed in whole at a special mandatory redemption
price (the “Special Mandatory Redemption Price”) of 101% of the aggregate principal amount of the Notes, plus
accrued and unpaid interest on the principal amount of the Notes to, but not including, the Special Mandatory Redemption Date (as
defined below).


 


Upon the occurrence of a Special Mandatory Redemption
Event, the Company will promptly (but in no event later than five business days following such Special Mandatory Redemption Event)
notify each Holder of the Notes in writing of such event (with a copy of the notice to be simultaneously delivered to the Trustee)
(such date of notification to such Holders, the “Redemption Notice Date”), that the Notes will be redeemed on
the 10th day following the Redemption Notice Date (such date, the “Special Mandatory Redemption Date”), in each
case in accordance with the applicable provisions of the Indenture. The Company will notify each such Holder in accordance with
the applicable provisions of the Indenture that all of the outstanding Notes shall be redeemed at the Special Mandatory Redemption
Price on the Special Mandatory Redemption Date automatically and without any further action by the Holders of the Notes. At or
prior to 12:00 p.m. (New York City time) on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company
shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is
made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Date.


 


“Acquisition” means the acquisition
by the Parent Guarantor of G&K Services, Inc., a Minnesota corporation, pursuant to the Merger Agreement.


 


“Merger Agreement” means that
certain Agreement and Plan of Merger, dated as of August 15, 2016, among the Parent Guarantor, G&K Services, Inc., a Minnesota
corporation, and Bravo Merger Sub, Inc., a Minnesota corporation and a wholly owned subsidiary of the Parent Guarantor.


 


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 $2,000 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;


 



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(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 $2,000 in principal amount or an integral multiple of $1,000
in excess thereof.


 


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


 



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(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 $2,000 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.


 


“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


 



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(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.


 


“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.


 



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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.


 


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.


 




    -14-


     


    

 


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










 




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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










 




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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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