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                                                                   EXHIBIT 10.12

                                 $160,000,000

                       NATIONAL SERVICE INDUSTRIES, INC.

                               6% Notes due 2009
                          REGISTERED GLOBAL SECURITY


CUSIP NO.: 637657AA5                                           PRINCIPAL AMOUNT
                                                                    REPRESENTED
No. R-1                                                            $160,000,000


         NATIONAL SERVICE INDUSTRIES, INC., a corporation duly organized and
existing under the laws of the State of Delaware (the "Company", which term
includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to CEDE & Co., as the
nominee of The Depository Trust Company (the "Depositary"), or registered
assigns, the principal sum of ONE HUNDRED SIXTY MILLION UNITED STATES DOLLARS
($160,000,000) on February 1, 2009 and to pay interest thereon semiannually in
arrears on each February 1 and August 1 (each, an "Interest Payment Date"),
beginning August 1, 1999, and at maturity, from January 26, 1999, or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, at the rate of six 6% per annum, until the principal hereof
becomes due and payable, and at such rate on any overdue principal and (to the
extent that the payment of such interest shall be legally enforceable) on any
overdue installment of interest.

         UNLESS THIS REGISTERED GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY 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 THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE THEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.

         UNLESS OR UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL
NOTES REPRESENTED HEREBY, THIS REGISTERED GLOBAL SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH DEPOSITARY.

         This Registered Global Security is one of the duly authorized debt
securities of the Company (the "Debt Securities"), issued or to be issued in
one or more series under an Indenture, dated as of January 26, 1999 (the
"Indenture"), between the Company and SunTrust Bank, Atlanta, as trustee (the
"Trustee", which term includes any successor Trustee under the Indenture), 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 Trustee and each of the Holders
of the Debt Securities
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and of the terms upon which the Debt Securities are, and are to be,
authenticated and delivered. The terms of the Indenture are hereby incorporated
by reference herein. The Debt 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 or repayment provisions (if any), may be subject
to different sinking, purchase or analogous funds (if any) and may otherwise
vary as provided in the Indenture. This Registered Global Security is a global
certificate issued on the date hereof, which represents 100% of the principal
face amount of the Company's 6% Notes due 2009 (the "Notes"). All terms used in
this Registered Global Security which are not defined herein shall have the
meanings assigned to them in the Indenture.

         The interest payable hereunder, and punctually paid or duly provided
for, on any Interest Payment Date will be paid to the Person in whose name this
Registered Global Security representing the Notes is registered at the close of
business on the fifteenth calendar day of the month prior to the month in which
each Interest Payment Date occurs. "Business Day" with respect to the Notes
means any day that is not a Saturday, a Sunday or a day on which banking
institutions or trust companies in the City of New York are authorized or
obligated by law or executive order to close. Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
registered Holder on such Regular Record Date by virtue of such Person having
been such Holder, and may either be paid to the Person in whose name this
Registered Global Security representing the Notes is registered at the close of
business on a Special Record Date to be fixed by the Trustee for the payment of
such Defaulted Interest, notice of which having been given to each Holder of
Notes 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 may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in the Indenture.

         Payment of the principal of and interest on the Notes will be made by
the Company to the Trustee, and if such payments are made by the Company, the
Trustee in turn will make such payments to the Depositary. Place of Payment will
be at the Offices of the Trustee in the Borough of Manhattan, The City of New
York.

         Interest on the Notes will be computed on the basis of a 360-day year
of twelve 30-day months. Each payment of interest in respect of an Interest
Payment Date will include interest accrued through the day before such Interest
Payment Date. If an Interest Payment Date falls on a day that is not a Business
Day, the interest payment to be made on such Interest Payment Date will be made
on the next succeeding Business Day with the same force and effect as if made on
such Interest Payment Date, and no


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additional interest will accrue as a result of such delayed payment.

         The Notes will be redeemable, as a whole or in part, at the option of
the Company, at any time or from time to time, on at least 30 days, but not
more than 60 days, prior notice mailed to the registered address of each Holder
of Notes. The redemption prices will be equal to the greater of (1) 100% of the
principal amount of the Notes to be redeemed or (2) the sum of the present
values of the Remaining Scheduled Payments (as defined below) discounted, on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months),
at a rate equal to the sum of the Treasury Rate (as defined below) and 20 basis
points. In the case of each of clause (1) and (2), accrued interest will be
payable to the redemption date.

         "Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity (computed as of
the second business day immediately preceding such redemption date) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.

         "Comparable Treasury Issue" means the United States Treasury security
selected by an 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,
(1) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (2) if such release (or any successor release) is not
published or does not contain such prices on such business day, (A) the average
of the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest of such Reference Treasury Dealer Quotations,
or (B) if the Trustee obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such quotations. "Reference Treasury Dealer
Quotations" means, with respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the Trustee, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at 3:30 p.m., New York City time, on the third
business day preceding such redemption date.

         "Independent Investment Banker" means one of the Reference Treasury
Dealers identified in clause (1) of the definition thereof appointed by the
Company.
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                                                                              4


         "Reference Treasury Dealer" means (1) each of Salomon Smith Barney
Inc., Goldman, Sachs & Co., and J.P. Morgan Securities Inc. and their respective
successors and (2) any other primary U.S. Government securities dealer (a
"Primary Treasury Dealer") selected by the Independent Investment Banker after
consultation with the Company. If any of the firms identified in clause (1)
shall cease to be a Primary Treasury Dealer, the Company shall substitute
another nationally recognized investment banking firm that is a Primary Treasury
Dealer.

         "Remaining Scheduled Payments" means, with respect to any Note, the
remaining scheduled payments of principal of and interest on such Note that
would be due after the related redemption date but for such redemption. If such
redemption date is not an interest payment date with respect to such Note, the
amount of the next succeeding scheduled interest payment on such Note will be
reduced by the amount of interest accrued on such Note to such redemption date.

         On and after the redemption date, interest will cease to accrue on the
Notes or any portion of the Notes called for redemption (unless the Company
defaults in the payment of the redemption price and accrued interest). On or
before the redemption date, the Company will deposit with a paying agent (or the
Trustee) money sufficient to pay the redemption price of and accrued interest on
the Notes to be redeemed on such date. If less than all the Notes are to be
redeemed, the Notes to be redeemed shall be selected by the Trustee by such
method as the Trustee shall deem fair and appropriate.

         The Notes will not be subject to any sinking fund.

         The Trustee will maintain at its office in the Borough of Manhattan,
The City of New York, a register for the registration and transfer of Notes.
Subject to the limitations, terms and conditions set forth herein and in the
Indenture, this Registered Global Security may be transferred at the aforesaid
office of the Trustee by surrendering this Registered Global Security for
cancellation and thereupon the Company shall execute and the Trustee shall
authenticate and deliver in the name of the transferee or transferees, in
exchange herefor, a new Registered Global Security or Registered Global
Securities having identical terms and provisions and having a like aggregate
principal amount in authorized denomination.

         The Registered Global Security presented for registration of transfer
or exchange shall be duly endorsed by, or be accompanied by a written instrument
or instruments of transfer in form satisfactory to the Company and the Trustee
and executed by, the registered Holder or by the Holder's attorney duly
authorized in writing. No service charge shall be made for any 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.
Prior to the due presentment of this Registered Global Security for registration
of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Registered Global Security is
registered as the owner hereof for all purposes, whether or not this Registered
Global Security
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be overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.

         In case an Event of Default with respect to the Notes shall have
occurred and be continuing, the principal hereof may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.

         The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities of each series to
be affected under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of not less than a majority in aggregate
principal amount of the Debt Securities at the time Outstanding of each series
to be affected. The Indenture also contains provisions permitting the Holders
of specified percentages in aggregate principal amount of the Debt Securities
of any series at the time Outstanding, on behalf of the Holders of all the Debt
Securities of such series, to waive compliance by the Company 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 Debt
Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Debt Security and of any Debt Security 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 Debt
Security.

         Holders of Debt Securities may not enforce their rights pursuant to
the Indenture or the Debt Securities except as provided in the Indenture. No
reference herein to the Indenture and no provision of this Registered Global
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Registered Global Security at the times,
place and rate, and in the coin or currency, herein prescribed.

         The Notes are issuable only in registered form without coupons in
denominations of $1,000 and integral multiples thereof.

         Unless the certificate of authentication hereon has been duly executed
by the Trustee by manual signature, this Debt
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Security shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purposes.

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:

                                             NATIONAL SERVICE INDUSTRIES, INC.,

                                               by


                                                    ----------------------------
                                                    Name:
                                                    Title:



Corporate Seal
Attest:

by


-----------------------------
Name:
Title:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION
  This is one of the Debt Securities
  issued under the within-mentioned
  Indenture.

SunTrust Bank, Atlanta
as Trustee

by

   /s/
   --------------------------
   Authorized Officer

L&C Spinco, Inc. a Delaware corporation (the "Company"), has assumed the
obligations of National Service Industries, Inc. ("NSI") as successor to the
NSI in connection with the transfer of the properties and assets of NSI
substantially as an entirety. The Company has expressly assumed the due and
punctual payment of the principal of and interest on all the Notes and the due
and punctual performance and observance of all the covenants and obligations in
the Indenture to be performed by NSI, and NSI will be relieved from all
covenants and obligations under the Notes, the Securities and the Indenture in
accordance with the First Supplemental Indenture referred to below. The
Indenture dated as of January 26, 1999 referred to in this Note has been
amended by a First Supplemental Indenture dated as of _____________, 2001 to
provide for such assumptions of obligations by the Company and the release of
NSI from such obligations. Reference is hereby made to said First Supplemental
Indenture, copies of which are on file with SunTrust Bank, as Trustee, for a
description of the amendments therein made.