EX-4.2



 




Exhibit
4.2




CINTAS CORPORATION NO. 2




OFFICERS’ CERTIFICATE




Pursuant
to Sections 3.1 and 3.3 of the Indenture dated May 28, 2002
(the “Indenture”), by and
among Cintas Corporation No. 2 (the “Company”), Cintas Corporation, Cintas Corporation No. 3,
Cintas Corp. No. 8, Inc., Cintas Corp. No. 15, Inc. and Cintas-RUS, L.P. (collectively, the
“Guarantors”), and U.S. Bank National Association (as successor trustee to Wachovia Bank, National
Association), as Trustee (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 6.125% Senior Notes due 2017, in an
initial aggregate principal amount of $250,000,000 (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 December 4,
2007 and by this Officers’ Certificate dated December 4, 2007 relating to the Notes.
	 
	(2)	 	All covenants and conditions precedent provided for in the Indenture relating to the
establishment of series of Securities and the terms of such series have been complied with.
	 
	(3)	 	To the best of the knowledge of the undersigned, no event which 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 “6.125% Senior Notes due 2017.”






	 	(ii)	 	The Notes are to be issued in registered form. The Notes are to be issued
initially in an aggregate principal amount of $250,000,000 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 condition 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 December 1, 2017.






	 	(iv)	 	The Notes will bear interest at a rate of 6.125% 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 thereof.






	 	(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 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 Cintas Corporation, Cintas Corporation No. 3,
Cintas Corp. No. 8, Inc., Cintas Corp. No. 15, Inc. and Cintas—RUS, L.P.





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.



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



Cincinnati,
Ohio

Dated: December 4, 2007



	 	 	 	 	 
	 	CINTAS CORPORATION NO. 2

 	 
	 	By:  	 	 
	 	 	Name:  	William C. Gale 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Michael L. Thompson 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



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EXHIBIT A




SPECIMEN NOTE




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