8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 3, 2022

Cintas Corporation

(Exact name of registrant as specified in its charter)

Washington	0-11399	31-1188630
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

6800 Cintas Boulevard, P.O. Box 625737, Cincinnati, Ohio	45262-5737
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (513) 459-1200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, no par value	CTAS	The NASDAQ Stock Market LLC (NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

Item 8.01 Other Events.

In connection with the sale of $400,000,000 aggregate principal amount of 3.450% Senior Notes due 2025 and $800,000,000 aggregate principal amount of 4.000% Senior Notes due 2032 by Cintas Corporation No. 2, Cintas Corporation is filing herewith the following exhibits to its Registration Statement on Form S-3 (Registration No. 333-240362), filed with the Securities and Exchange Commission on August 4, 2020:

1. Underwriting Agreement, dated April 26, 2022, by and among Cintas Corporation No. 2, Cintas Corporation and the other guarantors party thereto and KeyBanc Capital Markets Inc., MUFG Securities Americas Inc. and Wells Fargo Securities, LLC, acting as representatives of the several underwriters named therein;

2. Officers’ Certificate establishing the terms of the 3.450% Senior Notes due 2025 (including Form of Note);

3. Officers’ Certificate establishing the terms of the 4.000% Senior Notes due 2032 (including Form of Note);

4. Opinion of Jones Day;

5. Opinion of Fennemore Craig, P.C.; and

6. Opinion of Fikso Kretschmer Smith Dixon Ormseth PS.

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits:

Exhibit Number	Description
1.1	Underwriting Agreement, dated April 26, 2022, by and among Cintas Corporation No. 2, Cintas Corporation and the other guarantors party thereto and KeyBanc Capital Markets Inc., MUFG Securities Americas Inc. and Wells Fargo Securities, LLC, acting as representatives of the several underwriters named therein
4.1	Officers’ Certificate establishing the terms of the 3.450% Senior Notes due 2025 (including Form of Note)
4.2	Officers’ Certificate establishing the terms of the 4.000% Senior Notes due 2032 (including Form of Note)
5.1	Opinion of Jones Day
5.2	Opinion of Fennemore Craig, P.C.
5.3	Opinion of Fikso Kretschmer Smith Dixon Ormseth PS
23.1	Consent of Jones Day (included in Exhibit 5.1)
23.2	Consent of Fennemore Craig, P.C. (included in Exhibit 5.2)
23.3	Consent of Fikso Kretschmer Smith Dixon Ormseth PS (included in Exhibit 5.3)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CINTAS CORPORATION
By:	/s/ J. Michael Hansen
	J. Michael Hansen
	Executive Vice President & Chief Financial Officer

Date: May 3, 2022

EX-1.1

Exhibit 1.1

Execution Version

CINTAS CORPORATION NO. 2

$400,000,000 3.450% Senior Notes due 2025

$800,000,000 4.000% Senior Notes due 2032

UNDERWRITING AGREEMENT

April 26, 2022

KeyBanc Capital Markets Inc.

MUFG Securities Americas Inc.

Wells Fargo Securities, LLC

As Representatives of the several Underwriters

c/o KeyBanc Capital Markets Inc.

127 Public Square

Cleveland, Ohio 44114

Ladies and Gentlemen:

Cintas Corporation No. 2, a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated in this Underwriting Agreement (the “Agreement”), to issue and sell $400,000,000 aggregate principal amount of its 3.450% Senior Notes due 2025 (the “2025 Notes”) and $800,000,000 aggregate principal amount of its 4.000% Senior Notes due 2032 (the “2032 Notes” and, collectively with the 2025 Notes, the “Notes”) to be guaranteed (collectively, the “Guarantees”) by Cintas Corporation, a Washington corporation (the “Parent”), the subsidiary guarantors listed on Schedule A hereto (the “Company Subsidiary Guarantors” and, together with the Parent, the “Company Guarantors”), to be issued under the Indenture, dated as of May 28, 2002 (the “Base Indenture”), by and among the Company, the Parent, the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association (as successor trustee to Wachovia Bank, National Association), as trustee (the “Trustee”), as amended and supplemented by the 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, the Parent, the Company Subsidiary Guarantors and the Trustee, according to terms to be established in a Board Resolution (as defined in the Indenture) and set forth in the Officers’ Certificates (as defined in the Indenture) pursuant to Sections 3.1 and 3.3 of the Indenture, to the several underwriters named in Schedule B hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”). The Notes, as guaranteed, are herein referred to as the “Securities.” The Company hereby confirms the agreement with you, acting as the Representatives of the Underwriters.

1. Representations and Warranties of the Company and the Company Guarantors. Each of the Company, the Parent and the Company Subsidiary Guarantors represents and warrants to each of the Underwriters that:

(a) The Company and the Company Guarantors meet the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), and have prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-240362), which contains a base prospectus, dated August 4, 2020 (the “Base Prospectus”), to be used in connection with the public offering and sale of the Securities under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act and the rules and regulations promulgated thereunder (the “Securities Act Regulations”), is herein referred to as the “Registration Statement.” Any preliminary prospectus supplement to the Base Prospectus that describes the Securities and the offering thereof and is used prior to the filing of the Prospectus (as defined below), together with the Base Prospectus, is herein referred to as a “Preliminary Prospectus.” The Preliminary Prospectus, dated April 26, 2022, as amended or supplemented immediately prior to the Applicable Time (as defined below), is herein referred to as the “Time of Sale Prospectus.” The final prospectus supplement to the Base Prospectus that describes the Securities and the offering thereof, together with the Base Prospectus, in the form first used by the Underwriters to confirm sales of the Securities or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act is herein referred to as the “Prospectus.” Any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act Regulations) is herein referred to as an “Issuer Free Writing Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus, or any amendment or supplement to any of the foregoing, shall be deemed to refer to and include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”). For purposes of this Agreement, the “Applicable Time” is 4:10 p.m. (Eastern time) on the date of this Agreement.

(b) No order preventing or suspending the use of any Preliminary Prospectus, the Time of Sale Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission. Each Preliminary Prospectus, at the time of filing thereof, complied, and any further amendments or supplements thereto will comply, in all material respects with the Securities Act and the Securities Act Regulations, and did not or will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the immediately preceding sentence do not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Company or any of the Company Guarantors by an Underwriter expressly for inclusion therein, which information consists solely of the information described as such in Section 7(b) hereof.

(c) The Time of Sale Prospectus, as supplemented by those Issuer Free Writing Prospectuses and other documents and information listed in Schedule C hereto, taken together (collectively, the “Disclosure Package”), as of the Applicable Time, did not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Issuer Free Writing Prospectus listed on Schedule C hereto does not conflict with the information contained in the Registration Statement, the Time of Sale Prospectus or the Prospectus, and each such Issuer Free Writing Prospectus, as supplemented by and taken

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together with the Disclosure Package as of the Applicable Time, did not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Company or any of the Company Guarantors by an Underwriter expressly for inclusion therein, which information consists solely of the information described as such in Section 7(b) hereof.

(d) (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or form of prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act Regulations) made any offer relating to the Securities in reliance on the exemption in Rule 163 under the Securities Act Regulations and (iv) on the date of this Agreement (with such date being used as the determination date for purposes of this clause (iv)), each of the Company and the Company Guarantors was or is (as the case may be) a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act Regulations.

(e) (i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act Regulations) of the Securities and (ii) as of the date of this Agreement (with such date being used as the determination date for purposes of this clause (ii)), each of the Company and the Company Guarantors was not and is not an “ineligible issuer” (as defined in Rule 405 under the Securities Act Regulations), without taking account of any determination by the Commission pursuant to Rule 405 under the Securities Act Regulations that it is not necessary that the Company or any Company Guarantor be considered an “ineligible issuer.”

(f) The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 under the Securities Act Regulations, that became effective on August 4, 2020. Neither the Company nor any of the Company Guarantors have received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to the Company’s or the Company Guarantors’ use of the automatic shelf registration form. No stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose or pursuant to Section 8A of the Securities Act against the Company or any of the Company Guarantors or related to the offering of the Securities have been initiated or are pending or, to the Company or the Company Guarantors’ knowledge, are contemplated by the Commission. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information.

(g) The Registration Statement complies, and the Prospectus and any amendment or supplement thereto will comply, in all material respects, with the Securities Act the Securities Act Regulations, the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (collectively, the “Trust Indenture Act”). The Registration

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Statement, and any post-effective amendment thereto, at the time it first became effective and at any deemed new effective date under Rule 430B(f) under the Securities Act occurring prior to the Delivery Date (as defined below), does not and will not contain, as of the applicable effective date, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, and any amendment or supplement thereto, as of its applicable date and on the Delivery Date, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any post-effective amendment thereto, or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with written information furnished to the Company or any of the Company Guarantors by an Underwriter expressly for inclusion therein, which information consists solely of the information described as such in Section 7(b) hereof. There are no contracts or documents of a character that are required to be filed as exhibits to the Registration Statement or required to be described or summarized in the Time of Sale Prospectus or the Prospectus that have not been so filed, summarized or described, and all such summaries and descriptions fairly and accurately set forth the material provisions of such contracts and documents. On the date of this Agreement and the Delivery Date, the Indenture complies or will comply, as applicable, in all material respects with the applicable requirements of the Trust Indenture Act.

(h) The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus, at the time they were filed with the Commission, complied, in all material respects, with the requirements of the Exchange Act and the rules and regulations of the Commission under the Exchange Act (the “Exchange Act Regulations”). Any further documents so filed and incorporated by reference, or deemed to be incorporated by reference, in the Registration Statement, the Time of Sale Prospectus and the Prospectus will comply, in all material respects, with the Exchange Act and the Exchange Act Regulations.

(i) Each Preliminary Prospectus and the Time of Sale Prospectus was, and the Prospectus delivered to the Underwriters for use in connection with the offering of the Securities will be, identical to the versions of the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus, respectively, transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T.

(j) The Company has been duly incorporated and is validly existing and in good standing as a corporation under the laws of the State of Nevada, with the requisite power and authority to own and lease its properties and conduct its business as described in the Disclosure Package and the Prospectus. The Company is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on (i) the business, condition (financial or otherwise), results of operations, stockholders’ equity, properties or prospects of the Parent and its subsidiaries, individually or taken as a whole, or (ii) the long-term debt or capital stock of the Parent or any of its subsidiaries (a “Material Adverse Effect”). All of the outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are owned, free and clear of all liens, encumbrances, equities or claims, by the Parent.

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(k) Each Company Guarantor has been duly incorporated or formed, as applicable, and is validly existing and in good standing as a corporation under the laws of the jurisdiction of its incorporation, with the requisite power and authority to own and lease its properties and conduct its business as described in the Disclosure Package and the Prospectus. Each Company Guarantor is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect. All of the issued and outstanding shares of capital stock of each Company Guarantor have been duly authorized and validly issued, are fully paid and nonassessable and are (other than the Parent’s capital stock) owned by the Parent, directly or indirectly through subsidiaries, free and clear of all liens, encumbrances, equities or claims, including any preemptive rights, rights of first refusal or similar rights.

(l) The Parent has no subsidiaries within the meaning of Rule 405 under the Securities Act Regulations that are considered “Significant Subsidiaries,” as defined in Regulation S-X under the Securities Act Regulations, other than the Company and the Company Subsidiary Guarantors.

(m) The authorized, issued and outstanding capital stock of the Parent is as set forth in the consolidated balance sheet as of February 28, 2022 contained in the Parent’s Quarterly Report on Form 10-Q for the period ended February 28, 2022 incorporated by reference in the Time of Sale Prospectus and the Prospectus. All of the issued and outstanding shares of capital stock of the Parent have been duly authorized and validly issued, are fully paid and nonassessable, are free of any preemptive rights, rights of first refusal or similar rights and were issued and sold in compliance with all applicable federal and state securities laws. Except as described in the Disclosure Package and the Prospectus, including, without limitation, the issuance of common stock and equity awards pursuant to the Parent’s equity compensation plans, there are no outstanding options, warrants, convertible debt securities or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligation into or exchange any securities for, shares of capital stock of the Parent or any security convertible into or exchangeable or exercisable for shares of capital stock of the Parent.

(n) This Agreement has been duly authorized, executed and delivered by the Company and each of the Company Guarantors.

(o) The Indenture has been duly qualified under the Trust Indenture Act with respect to the Securities. The Indenture has been duly authorized, executed and delivered by the Company and each of the Company Guarantors and constitutes a valid and binding obligation of the Company and each of the Company Guarantors, enforceable against the Company and each of the Company Guarantors in accordance with their terms, except that enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, conveyance, voidable preference, moratorium or other similar laws of general applicability relating to or

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affecting creditors’ rights and remedies generally and (ii) general equitable principles, whether such principles are considered in a proceeding at law or in equity. The Indenture conforms, in all material respects, to the description thereof contained in the Disclosure Package and the Prospectus.

(p) The Notes have been duly authorized by the Company and, when executed by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture and delivered against payment for the Securities in accordance with the terms of this Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except that enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, conveyance, voidable preference, moratorium or other similar laws of general applicability relating to or affecting creditors’ rights and remedies generally and (ii) general equitable principles, whether such principles are considered in a proceeding at law or in equity. The Notes will conform, in all material respects, to the description thereof contained in the Disclosure Package and the Prospectus.

(q) The Guarantee of each Company Guarantor has been duly authorized by such Company Guarantor and, when executed by such Company Guarantor in accordance with the provisions of the Indenture and delivered against payment for the Securities in accordance with the terms of this Agreement, will constitute the valid and binding obligation of such Company Guarantor, enforceable against such Company Guarantor in accordance with its terms, except that enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, conveyance, voidable preference, moratorium or other similar laws of general applicability relating to or affecting creditors’ rights and remedies generally and (ii) general equitable principles, whether such principles are considered in a proceeding at law or in equity. The Guarantees will conform, in all material respects, to the description thereof contained in the Disclosure Package and the Prospectus.

(r) There are no contracts, agreements or understandings between the Company or any of the Company Guarantors and any person granting such person the right to require the Company or any of the Company Guarantors to file a registration statement under the Securities Act with respect to any capital stock or debt securities of the Company or any of the Company Guarantors owned or to be owned by such person or to require the Company or any of the Company Guarantors to include such capital stock or debt securities in the Registration Statement. To the extent any person has such registration rights, such rights have been waived with respect to the registration of capital stock or debt securities in connection with the Registration Statement.

(s) No consent, approval, authorization or order of, or filing or registration with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement or the Indenture in connection with the issuance or sale of the Notes by the Company and the issuance of the Guarantees by the Company Guarantors, except as has been obtained or made under the Securities Act, the Exchange Act and the Trust Indenture Act and as may be required by state securities or “blue sky” laws.

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(t) The (i) execution, delivery and performance of (A) the Indenture by the Company and the Company Guarantors and (B) this Agreement by the Company and the Company Guarantors, (ii) issuance and sale of the Notes by the Company, (iii) issuance of the Guarantees by the Company Guarantors and (iv) compliance with the terms and provisions thereof by the Company and the Company Guarantors, as applicable, will not conflict with, or result in a breach or violation of any of the terms and provisions of, or constitute a default or Repayment Event (as defined below) under (1) the charter or bylaws of the Company or any of the Company Guarantors, (2) any indenture, mortgage, deed of trust, loan agreement, note or other agreement or instrument to which the Company or any of the Company Guarantors is a party or by which the Company or any of the Company Guarantors is bound or to which any of the property or assets of the Company or any of the Company Guarantors is subject or (3) any statute, law, order, rule or regulation of any governmental agency or body or any court applicable to the Company or any of the Company Guarantors or any of their respective property, assets or operations except, in the case of each of clauses (2) or (3), for such breaches or violations as would not, individually or in the aggregate, have a Material Adverse Effect. As used herein, “Repayment Event” means any event or condition that gives the holder of any note, debenture or other evidence of indebtedness of the Company or any of the Company Guarantors (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of the Company Guarantors.

(u) None of the Company nor any of the Company Guarantors is (i) in violation of its charter or bylaws, (ii) in default (or, with the giving of notice or lapse of time or both, would be in default) under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Company Guarantors is a party or by which the Company or any of the Company Guarantors is bound or to which any of the property or assets of the Company or any of the Company Guarantors is subject or (iii) in violation of any statute, law, order, rule or regulation of any governmental agency or body or any court applicable to the Company or any of the Company Guarantors or any of their respective property, assets or operations, except, in the case of each of clauses (ii) or (iii), for such defaults or violations as would not, individually or in the aggregate, have a Material Adverse Effect.

(v) Each of the Company and the Company Guarantors owns or leases all such properties as are necessary to the conduct of its business as presently conducted and as proposed to be conducted as described in the Disclosure Package and the Prospectus. The Company and the Company Guarantors have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them, in each case free from mortgages, pledges, liens, security interests, claims, restrictions, encumbrances and defects of any kind, except as (i) are described in the Disclosure Package and the Prospectus and (ii) such as would not, individually or in the aggregate, materially affect the value of such property or materially interfere with the use made or to be made of such property by them. The Company and the Company Guarantors hold any leased real or personal property under leases that are, assuming they are the binding and legal obligations of the other parties thereto, valid, subsisting and enforceable, with no exceptions that would materially interfere with the use made or to be made of such property by the Company and the Company Guarantors and, to the best knowledge of the Company and the Company Guarantors, such leases are the binding and legal obligations of the other parties thereto. Neither the Company nor any Company Guarantor has received any notice of any claim adverse to its ownership of any real or personal property or of any claim against the continued possession of any real property, whether owned or held under lease or sublease by the Company or any Company Guarantor.

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(w) Each of the Company and the Company Guarantors has all requisite corporate power and authority, and all necessary consents, approvals, authorizations, orders, registrations, qualifications, licenses, filings and permits of, with and from the appropriate federal, state or local governmental or regulatory agencies or bodies and all third parties, foreign and domestic (collectively, “Consents”), to own and lease its properties and conduct its business as it is now being conducted and as it is proposed to be conducted and as described in the Disclosure Package, except where the failure to have such Consents would not, individually or in the aggregate, have a Material Adverse Effect, and the Prospectus and each such Consent is valid and in full force and effect, and neither the Company nor any Company Guarantor has received notice of any investigation or proceedings that results in or, if decided adversely to the Company or any Company Guarantor, would result in, the revocation of, or imposition of a materially burdensome restriction on, any Consent. Each of the Company and the Company Guarantors is in compliance with all applicable laws, rules, regulations, ordinances, directives, judgments, decrees and orders, foreign and domestic, except where failure to be in compliance would not result in a Material Adverse Effect. No Consent contains a materially burdensome restriction not adequately disclosed in the Disclosure Package and the Prospectus.

(x) Except as disclosed in the Disclosure Package and the Prospectus, there are no legal or governmental actions, suits, proceedings, inquiries or investigations pending as to which the Company or any of the Company Guarantors is a party or of which any property of the Company or any of the Company Guarantors is the subject that, if determined adversely to the Company or any of the Company Guarantors, would, individually or in the aggregate, have a Material Adverse Effect or would materially and adversely affect the ability of the Company or any of the Company Guarantors to perform their respective obligations under this Agreement, and no such actions, suits or proceedings are threatened or, to the Company’s and the Company Guarantors’ knowledge, contemplated.

(y) Except as disclosed in the Disclosure Package and the Prospectus, no material labor disturbance by the employees of the Company or any Company Guarantor exists or, to the Company’s and Company Guarantors’ knowledge, is threatened or imminent, and neither the Company nor any Company Guarantor is aware of any existing or threatened or imminent labor disturbances by the employees of any of its principal suppliers, manufacturers or contractors.

(z) Except as disclosed in the Disclosure Package and the Prospectus, each of the Company and the Company Guarantors (i) owns, possesses or can acquire on reasonable terms adequate right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, formulae, customer lists and know-how and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures, “Intellectual Property”) necessary to conduct its business as it is now being conducted and as it is proposed to be conducted and as described in the Disclosure Package and the Prospectus, except where the failure to own, possess or acquire the right to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect, and (ii) has no

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knowledge that the conduct of its business conflicts with, and has not received any written notice of any claim of conflict with, any such right of others. To the best of the Company’s and the Company Guarantor’s knowledge, all material technical information developed by and belonging to the Company and the Company Guarantors that has not been patented has been kept confidential. Except as would not, individually or in the aggregate, have a Material Adverse Effect, neither the Company nor any Company Guarantor has granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the current products and services of the Company and the Company Guarantors or those products and services described in the Disclosure Package and the Prospectus. Except, in each case, as disclosed in the Disclosure Package and the Prospectus or as would not, individually or in the aggregate, have a Material Adverse Effect, (i) there is, to the Company’s and the Company Guarantors’ best knowledge, no infringement by third parties of any such Intellectual Property; (ii) there is no pending or, to the Company’s and the Company Guarantors’ knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any Company Guarantor’s rights in or to any such Intellectual Property, and the Company and the Company Guarantors are unaware of any facts which would form a reasonable basis for any such claim; and (iii) there is no pending or, to the Company’s and the Company Guarantors’ knowledge, threatened action, suit, proceeding or claim by others that the Company or any Company Guarantor infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company and the Company Guarantors are unaware of any facts which would form a reasonable basis for any such claim.

(aa) Neither the Company nor any of the Company Guarantors is in violation of any statute, rule, regulation, binding decision or order of any governmental agency or body or any court relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “Environmental Laws”), owns or operates any real property contaminated with any hazardous or toxic substance for which it is liable pursuant to any Environmental Laws, is liable for any off-site disposal of or contamination with any hazardous or toxic substance pursuant to any Environmental Laws, or is subject to any claim relating to any Environmental Laws, which violation, contamination, liability or claim would, individually or in the aggregate, have a Material Adverse Effect; and neither the Company nor any Company Guarantor is aware of any pending investigation which would reasonably be expected to lead to such a claim that would, individually or in the aggregate, have a Material Adverse Effect.

(bb) Except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) each of the Company, the Company Guarantors and their respective ERISA Affiliates (as defined below) has fulfilled its obligations, if any, under the minimum funding standards of Section 302 of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (“ERISA”), with respect to each “pension plan” (as defined in Section 3(2) of ERISA) in which employees of the Company, its subsidiaries or any ERISA Affiliate are eligible to participate and that is subject to such minimum funding standards or Title IV of ERISA (a “Plan”); (ii) no such Plan (A) has failed to meet the minimum funding standard of Section 302 of ERISA, whether or not waived, (B) has filed an application for a waiver of the minimum funding standard pursuant to Section 412(c) of the Internal Revenue Code of 1986, as amended (the “Code”) or Section 302(c) of ERISA, or (C) has any unpaid minimum required contributions (or, with respect to a “multiemployer plan” (as

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defined in Section 3(37) of ERISA), any unpaid required contributions); (iii) no lien in favor of any such Plan has arisen under Section 303(k) of ERISA or Section 430(k) of the Code; (iv) each such Plan is in compliance with the presently applicable provisions of ERISA and the regulations and published interpretations thereunder; and (v) neither the Company nor any of the Company Guarantors nor any ERISA Affiliate has incurred or reasonably expects to incur any liability to the Pension Benefit Guaranty Corporation (other than for the payment of premiums in the ordinary course and without default) or to any such Plan under Title IV of ERISA. The representations contained in this Section 1(bb), to the extent applicable to any “multiemployer plan” to which the Company or any of the Company Guarantors or any ERISA Affiliate contributes, or is required to contribute, are true and correct to the best of the Company’s and the Company Guarantors’ knowledge. For purposes of this Section 1(bb), “ERISA Affiliate” shall mean any trade or business (whether or not incorporated) (i) under common control within the meaning of Section 4001 of ERISA with the Company or the Company Guarantors or (ii) which together with the Company or the Company Guarantors is treated as a single employer under Section 414(b) or (c) of the Code.

(cc) The Company and the Company Guarantors have filed on a timely basis all necessary federal, state, local and foreign income and franchise tax returns required to be filed by any of them through the date hereof and have paid all taxes due thereon and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for taxes being contested in good faith for which reserves in accordance with generally accepted accounting principles have been provided, or except where the failure to file such tax returns or pay such taxes, assessments, fines or penalties would not, individually or in the aggregate, have a Material Adverse Effect. No tax deficiency has been asserted against the Company or any of the Company Guarantors which has had, nor does the Company or any of the Company Guarantors know of any tax deficiency that is likely to be asserted against the Company or any of the Company Guarantors which, if determined adversely to the Company or any of the Company Guarantors, would have, a Material Adverse Effect.

(dd) Each of the Company and the Company Guarantors maintain insurance of the types, in the amounts and covering such risks as generally deemed adequate for the conduct of its business and the value of its properties and, to the Company’s knowledge, consistent with insurance coverage maintained by similar companies in similar businesses, all of which insurance is in full force and effect. There are no material claims by the Company or any Company Guarantors under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause. The Company reasonably believes that it will be able to renew its existing insurance as and when such coverage expires or will be able to obtain replacement insurance adequate for the conduct of the business and the value of its properties at a cost that would not have a Material Adverse Effect.

(ee) No relationship, direct or indirect, exists between or among any of the Company or any of the Company Guarantors or any of their affiliates, on the one hand, and any director, officer, stockholder, customer or supplier of the Company or any of the Company Guarantors or any of their affiliates, on the other hand, which is required by the Securities Act or the Securities Act Regulations to be described in the Disclosure Package or the Prospectus which is not so described and described as required. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees of

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indebtedness by the Company or any of the Company Guarantors to or for the benefit of any of the officers or directors of the Company or any of the Company Guarantors or any of their respective family members, except as disclosed in the Disclosure Package and the Prospectus. The Parent has not, in violation of the Sarbanes-Oxley Act of 2002, directly or indirectly, including through a Company Guarantor, extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or executive officer of the Parent.

(ff) None of the Company Subsidiary Guarantors is currently restricted, directly or indirectly, from (i) paying any dividends or distributions to the Company or the Parent (or any other Company Subsidiary Guarantor that owns all of the capital stock of such Company Subsidiary Guarantor), (ii) repaying to the Company, the Parent or any other Company Subsidiary Guarantor any loans or advances to such Company Subsidiary Guarantor from the Company, the Parent or such other Company Subsidiary Guarantor or (iii) transferring any property or assets to the Company, the Parent or any other Company Subsidiary Guarantor.

(gg) Neither the Company nor any of the Company Guarantors has sustained since the date of the last consolidated audited financial statements of such entity included in the Registration Statement, the Time of Sale Prospectus and the Prospectus any loss or interference with its business material to the Company and the Company Guarantors considered as a whole, otherwise than as set forth or contemplated in the Registration Statement, the Time of Sale Prospectus and the Prospectus. Subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Parent has not declared, paid or made any dividends or other distributions of any kind on or in respect of its capital stock, other than dividends declared or paid in the ordinary course of business and consistent with past practice, and there has been no material adverse change or any development involving a prospective material adverse change, whether or not arising from transactions in the ordinary course of business, in or affecting (i) the business, condition (financial or otherwise), results of operations, stockholders’ equity, properties or prospects of the Company or any of the Company Guarantors, individually or taken as a whole, or (ii) the long-term or short-term debt or capital stock of the Company or any of the Company Guarantors. Since the date of the latest balance sheet presented in the Time of Sale Prospectus and the Prospectus, neither the Company nor any Company Guarantor has incurred or undertaken any liabilities or obligations, whether direct or indirect, liquidated or contingent, matured or unmatured, or entered into any transactions, including any acquisition or disposition of any business or asset, which are material to the Company and the Company Guarantors, individually or taken as a whole, except for liabilities, obligations and transactions that are disclosed in the Registration Statement, the Disclosure Package and the Prospectus.

(hh) The consolidated financial statements of the Parent and supporting schedules, including the notes thereto, included in the Registration Statement, the Time of Sale Prospectus and the Prospectus fairly present the financial condition of the Parent and its consolidated subsidiaries as of the respective dates indicated and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Parent and its consolidated subsidiaries for the periods specified, in each case for the respective periods to which they apply, in each case in conformity with generally accepted accounting principles applied on a consistent

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basis throughout the periods involved (except as otherwise indicated in the notes thereto). No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The summary and selected historical financial data and other financial information of the Parent and its consolidated subsidiaries included in the Registration Statement, the Time of Sale Prospectus and the Prospectus fairly present the information shown therein and have been compiled on a basis consistent with that of the consolidated interim or audited financial statements of the Parent and its consolidated subsidiaries included in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance in all material respects with the Commission’s rules and guidelines applicable thereto. The Registration Statement, the Time of Sale Prospectus, the Disclosure Package and the Prospectus include all financial and other information required to be included in connection with the presentation of “non-GAAP financial measures” (as defined in Item 10 of Regulation S-K) therein, and the presentation of such non-GAAP financial measures therein complies with Regulation G and Item 10 of Regulation S-K, as applicable. The Parent and its consolidated subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not disclosed in the Registration Statement, the Disclosure Package and the Prospectus.

(ii) Ernst & Young LLP, which has audited and reviewed the financial statements and supporting schedules of the Parent and its consolidated subsidiaries included in the Registration Statement, the Time of Sale Prospectus and the Prospectus, are independent registered public accountants as required by the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act Regulations. Ernst & Young LLP is registered with the Public Company Accounting Oversight Board.

(jj) Each of the Company and the Company Guarantors maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and to maintain accountability for assets, (iii) access to its assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(kk) The Parent has established and maintains “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act Regulations) and “internal control over financial reporting” (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act Regulations). Since February 28, 2022, there has not been any change in the Parent’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, either the Parent’s or the Company’s internal control over financial reporting. The Parent is not aware of (i) any “significant deficiency” or “material weakness” (in each case, as defined in Rule 1-02 of Regulation S-X of the Commission) in the design or operation of the Parent’s internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Parent’s internal control over financial reporting.

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(ll) The statistical and market-related data included in the Disclosure Package and the Prospectus are based on or derived from sources that the Company and the Company Guarantors believe to be reliable and accurate or represent the Company’s or the Company Guarantors’ good faith estimates that are made on the basis of data derived from such sources.

(mm) The Parent is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and files reports with the Commission via EDGAR.

(nn) Neither the Parent, the Company nor any other Company Guarantor or any of their affiliates has taken or will take, directly or indirectly, any action designed to stabilize or manipulate the price of any security of the Parent or the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Parent or the Company, to facilitate the sale or resale of any of the Securities.

(oo) None of the Company and the Company Guarantors is, and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Disclosure Package and the Prospectus, will be, required to register as an “investment company” as such term is defined under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

(pp) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company and each of the Company Guarantors, any director, officer, employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

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(qq) The operations of the Company and its subsidiaries are and have been conducted at all times in material compliance with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable anti-money laundering statutes of all jurisdictions where the Company or any of its subsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental or regulatory agency (collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company or any of the Company Guarantors, threatened.

(rr) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company or any of the Company Guarantors, any director, officer or employee, agent, or affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company, any of its subsidiaries or any of the Company Guarantors located, organized or resident in a country, region or territory that is the subject or the target of Sanctions, including, without limitation, , Cuba, Iran, North Korea, Russia, Sudan, Syria and the Crimea, Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

(ss) To the Company’s and the Company Guarantors’ knowledge, there has been no security breach or incident, unauthorized access or disclosure or other compromise of or relating to the Company or the Company Guarantors’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and the Company Guarantors, and any such data processed or stored by third parties on behalf of the Company and the Company Guarantors), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, result in a Material Adverse Effect; (B) the Company and the Company Guarantors have not been notified of, and have no knowledge of any event or condition that would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually or in the aggregate, result in a Material Adverse Effect; (C) the Company and the Company Guarantors have implemented commercially

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reasonable controls, policies, procedures and technological safeguards designed to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards and (D) the Company and the Company Guarantors and their respective subsidiaries are, to their knowledge, presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification except as would not, in the case of this clause (D), individually or in the aggregate, have a Material Adverse Effect.

Any certificate signed by or on behalf of any of the Company and the Company Guarantors and delivered to the Representatives or to counsel for the Underwriters shall be deemed to be a representation and warranty by the Company and the Company Guarantors, as applicable, to each Underwriter as to the matters covered thereby.

2. Sale, Purchase and Delivery of Securities.

(a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule B hereto at a purchase price equal to (i) 99.628% of the principal amount thereof in the case of the 2025 Notes and (ii) 99.293% of the principal amount thereof in the case of the 2032 Notes, plus in each case accrued interest, if any, from May 3, 2022 to the Closing Date (as defined below).

(b) The several Underwriters propose to offer the Securities for sale upon the terms and conditions set forth in the Prospectus.

(c) The Company shall deliver the Securities to be purchased by each Underwriter hereunder, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer of federal (same-day) funds (i) in the case of the 2025 Notes, to the account specified by the Company to KeyBanc Capital Markets Inc. and (ii) in the case of the 2032 Notes, to the account specified by the Company to Wells Fargo Securities, LLC, in each case, at least forty-eight hours in advance, in the form of one or more permanent global Securities in definitive form (the “Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Disclosure Package and the Prospectus. The date of such delivery and payment shall be May 3, 2022, or such other time and date as the Representatives and the Company may agree upon in writing. Such date for delivery of the Securities is herein referred to as the “Delivery Date” or the “Closing Date.”

(d) Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriters hereunder.

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3. Certain Agreements of the Company and the Company Guarantors. The Company and the Company Guarantors agree:

(a) To prepare the Prospectus in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act Regulations not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement; prior to the termination of the offering of the Securities, to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus or the Prospectus which shall be disapproved by the Representatives promptly after reasonable notice thereof; to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Representatives with copies thereof; to file promptly, and in any event within the applicable required time period, all reports and any definitive proxy or information statements required to be filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act Regulations) is required in connection with the offering or sale of the Securities; to advise the Representatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any other prospectus in respect of the Securities, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or other prospectus or suspending any such qualification, promptly to use its best efforts to obtain the withdrawal of such order.

(b) To prepare a final term sheet, substantially in the form of Exhibit A hereto, containing solely a description of the final terms of the Securities and the offering thereof, in a final form approved by the Representatives, and to file such term sheet pursuant to Rule 433(d) under the Securities Act Regulations within the time period required by such rule.

(c) If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b) under the Securities Act Regulations, any events shall have occurred as a result of which the Disclosure Package would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made at such time, not misleading, to notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented and to prepare and furnish without charge to each Underwriter and to any dealer in Securities as many written and electronic copies as the Representatives may from time to time reasonably request of an amended Disclosure Package or a supplement to the Disclosure Package which will correct such statement or omission or effect such compliance.

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(d) No later than 12:00 p.m., New York City time, on the second business day succeeding the date of this Agreement, and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in such quantities as the Representatives may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act Regulations) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Securities and, if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act Regulations) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Prospectus in order to comply with the Securities Act, to notify promptly the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in Securities as many written and electronic copies as the Representatives may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance, and in case any Underwriter is required by law, rule or regulation to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act Regulations) in connection with sales of any of the Securities at any time nine months or more after the time of issue of the Prospectus, upon the request of the Representatives but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as the Representatives may reasonably request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Securities Act.

(e) Promptly from time to time, to take such action as the Representatives may reasonably request to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.

(f) As soon as practicable, to make generally available to the securityholders of the Parent within the required time periods after the effective date of the Registration Statement (as the term “effective date” is defined in Rule 158(c) under the Securities Act Regulations), an earnings statement of the Parent and its consolidated subsidiaries (which need not be audited) complying with the provisions of Section 11(a) of the Securities Act and the Securities Act Regulations (including Rule 158 under the Securities Act Regulations).

(g) During the period beginning on the date hereof and continuing to and including the 30 days following the Delivery Date, not to offer, sell, contract to sell or otherwise transfer or dispose of any debt securities issued or guaranteed by the Company or any Company Guarantor or any warrants, rights or options to purchase or otherwise acquire debt securities issued or guaranteed by the Company or any Company Guarantor (other than the Securities and issuances of commercial paper by the Parent in the ordinary course of business) or publicly announce an intention to effect any such transaction.

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(h) To use the net proceeds received by it from the sale of the Securities pursuant to this Agreement in the manner specified in the Time of Sale Prospectus under the caption “Use of Proceeds.”

(i) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, take, directly or indirectly, any action designed to stabilize or manipulate the price of any security of the Parent or the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Parent or the Company to facilitate the sale or resale of any of the Securities.

(j) To comply with all of the provisions of any undertakings in the Registration Statement.

(k) To use their best efforts to do and perform all things required to be done or performed under this Agreement by the Company or any of the Company Guarantors prior to the Delivery Date and to satisfy all conditions precedent to the delivery of the Securities.

4. Additional Agreements.

(a) Each of the Company and the Company Guarantors represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act Regulations). Each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus other than a free writing prospectus listed on Schedule C hereto or a free writing prospectus that, solely as a result of the use of such free writing prospectus by such Underwriter, would not required to be filed with the Commission pursuant to Rule 433 under the Securities Act Regulations (for the avoidance of doubt, the Underwriters are authorized to use the information contained in the final term sheet prepared and filed pursuant to Section 3(b) hereof relating to the final terms of the Securities in communications conveying information relating to the offering to investors).

(b) Each of the Company and the Company Guarantors has complied and will comply with the requirements of Rules 164 and 433 under the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending.

(c) Each of the Company and the Company Guarantors agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Time of Sale Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free

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Writing Prospectus or other document which will correct such conflict, statement or omission. The representation and warranty set forth in the immediately preceding sentence does not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Company or any of the Company Guarantors by an Underwriter expressly for inclusion therein, which information consists solely of the information described as such in Section 7(b) hereof.

5. Expenses. The Company and the Company Guarantors will pay or cause to be paid: (a) the fees, disbursements and expenses of the Company’s and the Company Guarantors’ counsel and accountants in connection with the registration of the Securities under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (b) the cost of printing or producing of a reasonable number of each of this Agreement, any underwriting and selling group documents, a Blue Sky Memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (c) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 3(e) hereof, including the reasonable fees, disbursements and expenses of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky Memorandum (such fees, disbursements and expenses not to exceed $10,000); (d) the filing fees incident to, and the reasonable fees, disbursements and expenses of counsel for the Underwriters in connection with, securing any required review by the Financial Industry Regulatory Authority of the terms of the sale of the Securities; (e) the fees, disbursements and expenses of the Trustee and any paying agent (including the related fees, disbursements and expenses of any counsel to such parties); (f) any fees charged by rating agencies for rating the Securities; (g) all expenses incurred by the Company and the Company Guarantors in connection with any “road show” presentation to potential investors; and (h) all other costs and expenses incident to the performance of their obligations hereunder which are not otherwise specifically provided for in this Section 5.

6. Conditions of the Obligation of the Underwriters. The obligations of the several Underwriters hereunder shall be subject to the accuracy, as of the Delivery Date, of the representations and warranties of the Company and the Company Guarantors contained herein, to the performance by the Company and the Company Guarantors of their obligations hereunder, and to each of the following additional conditions:

(a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the Securities Act Regulations and in accordance with Section 3(a) hereof; all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act Regulations shall have been filed with the Commission within the applicable time period prescribed for such filing by Rule 433, including, without limitation, the final term sheet contemplated by Section 3(b) hereof; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceedings for that purpose or pursuant to Section 8A under the Securities Act against the Company or any of the Company Guarantors or related to the offering of the Securities shall have been initiated or threatened by the Commission; no stop order suspending

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or preventing the use of the Prospectus or any Issuer Free Writing Prospectus or any part thereof shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction of the Representatives.

(b) The Underwriters shall not have discovered and disclosed to the Company that the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto contains any untrue statement of fact that, in the opinion of counsel for the Underwriters, is material or omits to state a fact that is material and is required to be stated therein or is necessary to make the statements therein not misleading.

(c) Jones Day, counsel for the Company, shall have furnished to the Representatives their written opinion, dated the Delivery Date, addressed to the Underwriters and in form and substance satisfactory to the Representatives.

(d) Fennemore Craig, P.C., Nevada counsel for the Company, shall have furnished to the Representatives their written opinion, dated the Delivery Date, addressed to the Underwriters and in form and substance satisfactory to the Representatives.

(e) Fikso Kretschmer Smith Dixon Ormseth PS, Washington counsel for the Company, shall have furnished to the Representatives their written opinion, dated the Delivery Date, addressed to the Underwriters and in form and substance satisfactory to the Representatives.

(f) Sidley Austin LLP, counsel for the Underwriters, shall have furnished to the Representatives their written opinion, dated the Delivery Date, in form and substance satisfactory to the Representatives.

(g) The Underwriters shall have received, on each of the date hereof and the Delivery Date, a letter dated the date hereof or the Delivery Date, as applicable, in form and substance satisfactory to the Representatives, from Ernst & Young LLP containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information of the Parent and its consolidated subsidiaries contained in the Registration Statement, the Disclosure Package and the Prospectus, provided that the letter shall use a “cut-off date” not earlier than the third day prior to such Delivery Date.

(h) The Parent shall have furnished to the Underwriters a certificate, dated the Delivery Date, executed by the Chief Executive Officer and the Chief Financial Officer of the Parent, to the effect that:

(i) The representations, warranties and agreements of the Company and the Company Guarantors in Section 1 of this Agreement are true and correct as of the date given and as of the Delivery Date;

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(ii) No stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose or pursuant to Section 8A under the Securities Act against the Company or any of the Company Guarantors or related to the offering of the Securities have been initiated or threatened by the Commission;

(iii) No stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus or any part thereof has been issued and no proceedings for that purpose have been instituted or are pending or threatened under the Securities Act;

(iv) When the Registration Statement became effective and at all times subsequent thereto up to the date hereof, the Registration Statement and the Prospectus, and any amendments or supplements thereto, contained all material information required to be included therein by the Securities Act or the Exchange Act and the applicable rules and regulations of the Commission thereunder, as the case may be, and in all material respects conformed to the requirements of the Securities Act or the Exchange Act and the applicable rules and regulations of the Commission thereunder, as the case may be; the Registration Statement, the Disclosure Package and the Prospectus, and any amendments or supplements thereto, did not and do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and, since the effective date of the Registration Statement, there has occurred no event required to be set forth in an amendment or supplemented Prospectus which has not been so set forth; and

(v) Subsequent to the respective dates as of which information is given in the Time of Sale Prospectus and the Prospectus, except as set forth in the Time of Sale Prospectus and the Prospectus, neither the Company nor any of the Company Guarantors has sustained any loss or interference with its business material to the Company and the Company Guarantors considered as a whole, and there has not been any (a) transaction or event which has a Material Adverse Effect, (b) change in the capitalization of the Company or any of the Company Guarantors that is material to the Company and the Company Guarantors taken as a whole, (c) any obligation, contingent or otherwise, directly or indirectly incurred by the Company or any Company Guarantors that is material to the Company and the Company Guarantors taken as a whole or (d) any dividend or distribution of any kind declared, paid or made by the Parent on any class of its capital stock, except dividends in the ordinary course of business and consistent with past practice.

(i) Neither the Company nor any of the Company Guarantors shall have sustained since the date of the latest audited financial statements included in the Time of Sale Prospectus and the Prospectus any loss or interference with its business, otherwise than as set forth or contemplated in the Time of Sale Prospectus and the Prospectus, and (ii) since the respective dates as of which information is given in the Time of Sale Prospectus, and the Prospectus, there shall not have been any material adverse change or any development involving

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a prospective material adverse change, whether or not arising from transactions in the ordinary course of business, in or affecting (A) the business, condition (financial or otherwise), results of operations, stockholders’ equity, properties or prospects of the Parent and its subsidiaries, individually or taken as a whole, or (B) the long-term or short-term debt or capital stock of the Company or any of the Company Guarantors, the effect of which, in any such case described in clause (i) or (ii), is in the judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities being delivered on the Delivery Date on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus.

(j) After the date hereof, (i) no downgrading shall have occurred in the rating accorded the debt securities of the Company or any of the Company Guarantors by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Section 3(a)(62) of the Exchange Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the debt securities of the Company or any of the Company Guarantors.

(k) On or after the date hereof, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, NYSE Amex or the NASDAQ Stock Market (“Nasdaq”); (ii) a suspension or material limitation in trading in the Parent’s securities on Nasdaq; (iii) a general moratorium on commercial banking activities declared by United States federal or New York or Ohio state authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities being delivered on the Delivery Date on the terms and in the manner contemplated in the Prospectus.

(l) The Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request.

All opinions, certificates, letters and documents mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance satisfactory to counsel for the Underwriters.

7. Indemnification and Contribution.

(a) The Company and each of the Company Guarantors shall jointly and severally indemnify and hold harmless each Underwriter, its affiliates, their respective officers, directors, employees and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact

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contained in the Registration Statement, any Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus (including, without limitation, any “road show” presentation to potential investors) or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act Regulations, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses incurred by such Underwriter in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company and the Company Guarantors shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company or any of the Company Guarantors by an Underwriter expressly for inclusion therein, which information consists solely of the information described as such in Section 7(b) hereof. This indemnity agreement will be in addition to any liability that the Company and the Company Guarantors may otherwise have, including, but not limited to, other liability under this Agreement.

(b) Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company, each Company Guarantor, their respective affiliates, officers, directors, employees and agents and each person, if any, who controls the Company or any Company Guarantor within the meaning of Section 15 of the Securities Act against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus (including, without limitation, any “road show” presentation to potential investors), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company or any of the Company Guarantors by such Underwriter expressly for inclusion therein, and will reimburse the Company for any legal or other expenses incurred by the Company in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurred, it being understood and agreed that the only such information furnished to the Company or any of the Company Guarantors by any Underwriter consists of the following information in the Time of Sale Prospectus and the Prospectus: (A) the sixth paragraph and (B) the tenth paragraph, in both cases, under the caption “Underwriting (Conflicts of Interest).” This indemnity agreement will be in addition to any liability that any Underwriter may otherwise have, including, but not limited to, other liability under this Agreement.

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(c) Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, except as provided in the following sentence, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. After notice from the indemnifying party to the indemnified party of the indemnifying party’s election to assume the defense of such action, the indemnified party shall have the right to employ its own counsel in any such action, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) if the named parties in any such action include both the indemnifying party and the indemnified party and the indemnified party shall have reasonably concluded that there is an actual or potential conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party or (iii) the indemnifying party shall not have employed counsel to assume the defense of such action within a reasonable time after notice of commencement thereof, in each of which cases the fees and expenses of such counsel shall be at the expense of the indemnifying party (it being understood, however, that the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel in addition to any local counsel). No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (x) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (y) does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section 7 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Company Guarantors on the one hand and the Underwriters on the other from the offering of the Securities. If, however, the allocation provided by the immediately preceding sentence is not

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permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only the relative benefits but also the relative fault of the Company and the Company Guarantors on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company and the Company Guarantors on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Company Guarantors or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Company Guarantors and the Underwriters agree that it would not be just and equitable if contributions pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective purchase obligations and not joint.

8. Default of One or More of the Several Underwriters. If, on the Delivery Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of all the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the aggregate principal amount of Securities set forth opposite their respective names on Schedule B bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Delivery Date, any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities are not made within forty-eight hours after such default, this

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Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5, Section 7 and Section 10 hereof shall at all times be effective and shall survive such termination. In any such case, either the Representatives or the Company shall have the right to postpone the Delivery Date but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected.

As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 8. Any action taken under this Section 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

9. Termination. The obligations of the Underwriters hereunder may be terminated by the Underwriters by notice given to and received by the Company prior to delivery of and payment for the Securities if, prior to that time, any of the events described in Section 6(i), Section 6(j) or Section 6(k) hereof shall have occurred or if the Underwriters shall decline to purchase such Securities for any reason permitted under this Agreement. In such case, the Company shall have no liability hereunder except as provided by Section 5, Section 7 and Section 10 hereof.

10. Reimbursement of Underwriters’ Expenses. If (a) the Company and the Company Guarantors shall fail to tender the Securities for delivery to the Underwriters for any reason under this Agreement other than a breach by the Underwriters of their representations herein or obligations hereunder or (b) the Underwriters shall decline to purchase the Securities for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9 hereof but excluding the failure of any of the conditions herein to be satisfied as a result of a breach by the Underwriters of their representations herein), the Company and the Company Guarantors shall reimburse the Underwriters for the reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the Securities, and upon demand, the Company and the Company Guarantors shall pay the full amount thereof to the Underwriters. If this Agreement is terminated pursuant to Section 8 hereof by reason of the default of one or more Underwriters, the Company and the Company Guarantors shall not be obligated to reimburse any defaulting Underwriter on account of such expenses.

11. Notices. All statements, requests, notices, agreements and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) three business days after mailing if mailed with proof of date of sending or (ii) when transmitted and confirmed as positively sent during normal business hours if faxed, and:

(a) If to the Underwriters, shall be delivered or sent by mail or facsimile transmission to KeyBanc Capital Markets Inc., KeyBank Tower, 127 Public Square, Cleveland, Ohio 44114, Attention: Debt Syndicate (Facsimile: 216-689-0976; Telephone: 216-689-3567); MUFG Securities Americas Inc., 1221 Avenue of the Americas, 6th Floor, New York, New York 10020, Attention: Capital Markets Group (Facsimile: (646) 434-3455); and Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Attention: Transaction Management (Email: tmgcapitalmarkets@wellsfargo.com); and with a copy (which shall not constitute notice) to Sidley Austin LLP, 787 Seventh Avenue, New York, NY 10019, Attention: Michael J. Schiavone, Esq. (Facsimile: 212-839-5599; Telephone: 212-839-5300);

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(b) if to the Company or the Company Guarantors, shall be delivered or sent by mail or facsimile transmission to it at 6800 Cintas Boulevard, P.O. Box 625737, Cincinnati, Ohio 45262, Attention: D. Brock Denton (Facsimile: 513-754-3642; Telephone: 513-459-1200); with a copy (which shall not constitute notice) to Jones Day, North Point, 901 Lakeside Avenue, Cleveland, Ohio 44114, Attention: Michael J. Solecki, Esq. (Facsimile: 216-579-0212; Telephone: 216-586-7103).

Any notice of a change of address or facsimile transmission number must be given by the Company or the Underwriters, as the case maybe, in writing at least three days in advance of such change.

12. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, the Company Guarantors and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company and the Company Guarantors contained in this Agreement shall also be deemed to be for the benefit of the officers and employees of the Underwriters and the person or persons, if any, who control the Underwriters within the meaning of Section 15 of the Securities Act and (b) the representations and warranties of the Underwriters in this Agreement and the indemnity agreement of the Underwriters contained in Section 7(b) hereof shall be deemed to be for the benefit of directors, officers and employees of the Company and the Company Guarantors and any person controlling the Company or any Company Guarantor within the meaning of Section 15 of the Securities Act. Nothing contained in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 12, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

13. Survival. The respective indemnities, representations, warranties and agreements of the Company and the Company Guarantors and the Underwriters contained in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement shall survive the delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any of them or any person controlling any of them.

14. Absence of Fiduciary Relationship. The Company and each of the Company Guarantors acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company and the Company Guarantors on the one hand and the several Underwriters on the other, (b) in connection therewith and with the process leading to such transaction, each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company or any of the Company Guarantors, (c) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company or any of the Company Guarantors with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of the Company Guarantors on other matters) or any

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other obligation to the Company except the obligations expressly set forth in this Agreement and (d) the Company and each of the Company Guarantors has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company and each of the Company Guarantors agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or any of the Company Guarantors, in connection with such transaction or the process leading thereto.

15. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

16. Recognition of U.S. Special Resolution Regime.

(a) In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

For purposes of this Section 16: (A) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (B) “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (C) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (D) “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

17. Counterparts and Electronic Signatures. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

The words “execution,” “signed” and “signature” and words of like import in this Agreement or in any instruments, agreements, certificates, legal opinions, negative assurance letters or other documents entered into or delivered pursuant to or in connection with this Agreement or the Indenture shall include images of manually executed signatures transmitted by

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facsimile or other electronic format (including, without limitation, “.pdf”, “.tif” or “.jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

18. Headings. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

[Signature Pages Follow]

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If the foregoing correctly sets forth the agreement among the Company, the Company Guarantors and the Underwriters, please indicate your acceptance in the space provided for that purpose below.

Very truly yours,
Cintas Corporation No. 2 (as Issuer)
By:	/s/ Todd M. Schneider
	Name: Todd M. Schneider
	Title: Chief Executive Officer           & President
Cintas Corporation (as Company Guarantor)
By:	/s/ Todd M. Schneider
	Name: Todd M. Schneider
	Title: Chief Executive Officer           & President
Cintas Corporation No. 3
Cintas Corporate Services, Inc. (as Company Guarantors)
By:	/s/ Todd M. Schneider
	Name: Todd M. Schneider
	Title: Chief Executive Officer           & President

[Signature Page to Underwriting Agreement]

Accepted and agreed by:

KeyBanc Capital Markets Inc.

MUFG Securities Americas Inc.

Wells Fargo Securities, LLC

Acting as Representatives of the several Underwriters named in Schedule B attached hereto

KeyBanc Capital Markets Inc.
By:	/s/ Eric Peiffer
	Name: Eric Peiffer
	Title: Managing Director
MUFG Securities Americas Inc.
By:	/s/ Richard Testa
	Name: Richard Testa
	Title: Managing Director
Wells Fargo Securities, LLC
By:	/s/ Carolyn Hurley
	Name: Carolyn Hurley
	Title: Managing Director

[Signature Page to Underwriting Agreement]

SCHEDULE A

COMPANY SUBSIDIARY GUARANTORS

Cintas Corporate Services, Inc., an Ohio corporation

Cintas Corporation No. 3, a Nevada corporation

Schedule A

SCHEDULE B

Underwriters	Principal Amount of 2025 Notes to be Purchased		Principal Amount of 2032 Notes to be Purchased
KeyBanc Capital Markets Inc.	$	112,000,000	$	224,000,000
MUFG Securities Americas Inc.	$	112,000,000	$	224,000,000
Wells Fargo Securities, LLC	$	112,000,000	$	224,000,000
U.S. Bancorp Investments, Inc.	$	32,000,000	$	64,000,000
PNC Capital Markets LLC	$	16,000,000	$	32,000,000
Fifth Third Securities, Inc.	$	16,000,000	$	32,000,000
Total	$	400,000,000	$	800,000,000

Schedule B

SCHEDULE C

DISCLOSURE PACKAGE DOCUMENTS

(a) Final term sheet substantially in the form of Exhibit A dated April 26, 2022

Schedule C

EXHIBIT A

FORM OF FINAL TERM SHEET

[Attached]

Registration Statement No. 333-240362

Filed Pursuant to Rule 433

Supplementing the Preliminary Prospectus Supplement

Dated April 26, 2022

(To Prospectus dated August 4, 2020)

Pricing Term Sheet

CINTAS CORPORATION NO. 2

$400,000,000 3.450% Senior Notes due 2025 (the “2025 Notes”)

$800,000,000 4.000% Senior Notes due 2032 (the “2032 Notes”)

PRICING TERM SHEET

Dated April 26, 2022

Issuer:	Cintas Corporation No. 2
Guarantors:	Cintas Corporation, Cintas Corporation No. 3 and Cintas Corporate Services, Inc.
Description of Securities:	3.450% Senior Notes due 2025 4.000% Senior Notes due 2032
Principal Amount Offered:	2025 Notes: $400,000,000 2032 Notes: $800,000,000
Coupon:	2025 Notes: 3.450% per annum 2032 Notes: 4.000% per annum
Interest Payment Dates:	2025 Notes: Semi-annually on May 1 and November 1, commencing November 1, 2022. 2032 Notes: Semi-annually on May 1 and November 1, commencing November 1, 2022.
Maturity:	2025 Notes: May 1, 2025 2032 Notes: May 1, 2032
Treasury Benchmark:	2025 Notes: 2.625% due April 15, 2025 2032 Notes: 1.875% due February 15, 2032
US Treasury Yield:	2025 Notes: 2.708% 2032 Notes: 2.757%
Spread to Treasury Benchmark:	2025 Notes: +75 basis points 2032 Notes: +125 basis points
Re-offer Yield:	2025 Notes: 3.458% 2032 Notes: 4.007%

Initial Price to Public:	2025 Notes: 99.978% plus accrued interest, if any, from May 3, 2022, if settlement occurs after that date. 2032 Notes: 99.943% plus accrued interest, if any, from May 3, 2022, if settlement occurs after that date.
Underwriters’ Discount:	2025 Notes: 0.350% 2032 Notes: 0.650%
Proceeds, before expenses, to us:	2025 Notes: 99.628% 2032 Notes: 99.293%
Optional Redemption:	2025 Notes: Prior to April 1, 2025 (the “2025 Par Call Date”), in whole or in part, at any time and from time to time, at a redemption price equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2025 Notes matured on the 2025 Par Call Date) on a semi-annual basis at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption; and (2) 100% of the principal amount of the 2025 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the 2025 Par Call Date, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2025 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. 2032 Notes: Prior to February 1, 2032 (the “2032 Par Call Date”), in whole or in part, at any time and from time to time, at a redemption price equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2032 Notes matured on the 2032 Par Call Date) on a semi-annual basis at the Treasury Rate plus 20 basis points less (b) interest accrued to the date of redemption; and (2) 100% of the principal amount of the 2032 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the 2032 Par Call Date, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2032 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
Offer to Repurchase:	2025 Notes: Upon the occurrence of both (i) a change of control of Cintas and (ii) a downgrade of the 2025 Notes below an investment grade rating by each of Moody’s Investors Service, Inc. and Standard & Poor’s Financial Services, LLC within a specified period, Cintas will be required to make an offer to purchase the 2025 Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of repurchase.

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	2032 Notes: Upon the occurrence of both (i) a change of control of Cintas and (ii) a downgrade of the 2032 Notes below an investment grade rating by each of Moody’s Investors Service, Inc. and Standard & Poor’s Financial Services, LLC within a specified period, Cintas will be required to make an offer to purchase the 2032 Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of repurchase.
Minimum Denomination:	$2,000 and integral multiples of $1,000 in excess thereof.
Expected Settlement Date:*	May 3, 2022 (T+5)
CUSIP:	2025 Notes: 17252M AP5 2032 Notes: 17252M AQ3
ISIN:	2025 Notes: US17252MAP59 2032 Notes: US17252MAQ33
Joint Book-Running Managers:	KeyBanc Capital Markets Inc. MUFG Securities Americas Inc. Wells Fargo Securities, LLC
Co-Managers:	U.S. Bancorp Investments, Inc. Fifth Third Securities, Inc. PNC Capital Markets LLC

* It is expected that delivery of the 2025 Notes and the 2032 Notes (collectively, the “Notes”) will be made against payment therefor on or about the fifth business day following the date of the prospectus supplement (such settlement cycle being referred to as “T+5”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes before the second business day prior to the closing date specified on the cover of the prospectus supplement will be required, by virtue of the fact that the Notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade such Notes before the second business day prior to the closing date specified on the cover of the prospectus supplement should consult their own advisors.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling KeyBanc Capital Markets Inc. toll-free at (866) 227-6479, MUFG Securities Americas Inc. toll-free at (877) 649-6848 or Wells Fargo Securities, LLC toll-free at (800) 645-3751.

Any notices that may appear below are not applicable to this communication and should be disregarded. Such text has been automatically generated as a result of this communication having been sent via an electronic delivery system.

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EX-4.1

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 Trust Company, National Association (as successor trustee to Wachovia Bank, National Association), as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture, dated as of November 8, 2010 (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 Executive Vice President & Chief Financial Officer of the Company and the undersigned Vice President & Treasurer of the Company hereby certify as follows:

(1) The issuance of a series of Securities designated as the 3.450% Senior Notes due 2025, in an initial aggregate principal amount of $400,000,000 (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 April 26, 2022 and by this Officers’ Certificate dated May 3, 2022 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 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 Notes shall have occurred and be continuing.

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

(i) The title of the Notes shall be “3.450% Senior Notes due 2025.”

(ii) The Notes are to be issued in registered form. The Notes are to be issued initially in an aggregate principal amount of $400,000,000; 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 May 1, 2025.

(iv) The Notes will bear interest at a rate of 3.450% 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 attached 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 Base Indenture shall not apply to the Notes, and the occurrence of the events described in clause (5) of Section 5.1 of the Base 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.

(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.

(5) Electronic signatures provided shall comply with the ESIGN Act of 2000 or other applicable law (including electronic images of handwritten signatures and digital signatures provided by DocuSign, Orbit, Adobe Sign or any other digital signature provider acceptable to the Trustee) and shall be deemed original signatures for all purposes.

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 the Notes 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 covenants and conditions 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 Base Indenture, upon the Opinion of Counsel delivered to the Trustee contemporaneously herewith pursuant to Section 3.3 of the Base 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: May 3, 2022

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

[Signature Page to Officers’ Certificate Establishing Terms of 2025 Notes]

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.

No. 1 CUSIP No. 17252M AP5 Principal Amount $400,000,000
as revised by the Schedule of Increases or Decreases in Global Note attached hereto

Cintas Corporation No. 2

3.450% Senior Notes due 2025

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 FOUR HUNDRED MILLION DOLLARS ($400,000,000), as revised by the Schedule of Increases or Decreases in Global Note attached hereto, on May 1, 2025, and to pay interest thereon from May 3, 2022 or from the most recent date to which interest has been paid or duly provided for, semiannually on May 1 and November 1 in each year (each, an “Interest Payment Date”), commencing on November 1, 2022, at the rate of 3.450% 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 April 15 or October 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 the Indenture, dated as of May 28, 2002 (the “Base Indenture”), by and among 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 Trust Company, 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 the 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, collectively 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 May 3, 2022, 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 May 3, 2022, 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.

Prior to April 1, 2025 (one month prior to the Maturity date of the Notes), referred to as the “Par Call Date,” the Company may redeem this Note at the option of the Company, in whole or in part, at any time and from time to time, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the portion of this Note to be redeemed discounted to the Redemption Date (assuming this Note matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued on the portion of this Note to be redeemed to the Redemption Date, and (ii) 100% of the principal amount of the portion of this Note to be redeemed, plus, in either case, accrued and unpaid interest on the portion of this Note to be redeemed to the Redemption Date. On or after the Par Call Date, the Company may redeem this Note, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of this Note being redeemed plus accrued and unpaid interest thereon to the Redemption Date.

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“Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication), referred to as “H.15,” under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date, which is referred to as the “Remaining Life”; or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields—one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life—and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

If on the third business day preceding the Redemption Date H.15 is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

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Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed. Any notice may, in the Company’s discretion, be subject to the satisfaction or waiver of one or more conditions precedent, including, but not limited to, completion of an equity offering, a financing or other corporate transaction, provided that if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the Redemption Date may be postponed until up to 60 days following the notice of redemption, and such notice may be rescinded in the event that any or all such conditions precedent shall not have been satisfied by the Redemption Date (including as it may be postponed).

In the case of a partial redemption, selection of the Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by DTC (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the depositary. 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 with respect to the Notes, 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;

(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;

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(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:

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

(9) 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

(10) 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).

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“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:

(11) 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;

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

(13) 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

(14) 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:

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

(16) 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.

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“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 Base 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 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: May 3, 2022

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 TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
By:
	Authorized Signatory

[Signature Page to 2025 Global Note (No. 1)]

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: May 3, 2022

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

[Signature Page to 2025 Global Note (No. 1)]

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 guaranteed 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 guaranteed 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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EX-4.2

Exhibit 4.2

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 Trust Company, National Association (as successor trustee to Wachovia Bank, National Association), as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture, dated as of November 8, 2010 (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 Executive Vice President & Chief Financial Officer of the Company and the undersigned Vice President & Treasurer of the Company hereby certify as follows:

(1) The issuance of a series of Securities designated as the 4.000% Senior Notes due 2032, in an initial aggregate principal amount of $800,000,000 (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 April 26, 2022 and by this Officers’ Certificate dated May 3, 2022 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 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 Notes shall have occurred and be continuing.

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

(i) The title of the Notes shall be “4.000% Senior Notes due 2032.”

(ii) The Notes are to be issued in registered form. The Notes are to be issued initially in an aggregate principal amount of $800,000,000; 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 May 1, 2032.

(iv) The Notes will bear interest at a rate of 4.000% 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 attached 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 Base Indenture shall not apply to the Notes, and the occurrence of the events described in clause (5) of Section 5.1 of the Base 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.

(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.

(5) Electronic signatures provided shall comply with the ESIGN Act of 2000 or other applicable law (including electronic images of handwritten signatures and digital signatures provided by DocuSign, Orbit, Adobe Sign or any other digital signature provider acceptable to the Trustee) and shall be deemed original signatures for all purposes.

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 the Notes 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 covenants and conditions 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 Base Indenture, upon the Opinion of Counsel delivered to the Trustee contemporaneously herewith pursuant to Section 3.3 of the Base 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: May 3, 2022

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

[Signature Page to Officers’ Certificate Establishing Terms of 2032 Notes]

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.

No. 1 CUSIP No. 17252M AQ3 Principal Amount $500,000,000 as revised by the Schedule of Increases or Decreases in Global Note attached hereto

Cintas Corporation No. 2

4.000% Senior Notes due 2032

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 or Decreases in Global Note attached hereto, on May 1, 2032, and to pay interest thereon from May 3, 2022 or from the most recent date to which interest has been paid or duly provided for, semiannually on May 1 and November 1 in each year (each, an “Interest Payment Date”), commencing on November 1, 2022, at the rate of 4.000% 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 April 15 or October 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 the Indenture, dated as of May 28, 2002 (the “Base Indenture”), by and among 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 Trust Company, 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 the 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, collectively 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 May 3, 2022, 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 May 3, 2022, 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.

Prior to February 1, 2032 (three months prior to the Maturity date of the Notes), referred to as the “Par Call Date,” the Company may redeem this Note at the option of the Company, in whole or in part, at any time and from time to time, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the portion of this Note to be redeemed discounted to the Redemption Date (assuming this Note matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest

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accrued on the portion of this Note to be redeemed to the Redemption Date, and (ii) 100% of the principal amount of the portion of this Note to be redeemed, plus, in either case, accrued and unpaid interest on the portion of this Note to be redeemed to the Redemption Date. On or after the Par Call Date, the Company may redeem this Note, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of this Note being redeemed plus accrued and unpaid interest thereon to the Redemption Date.

“Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication), referred to as “H.15,” under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date, which is referred to as the “Remaining Life”; or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields—one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life—and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

If on the third business day preceding the Redemption Date H.15 is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

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Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed. Any notice may, in the Company’s discretion, be subject to the satisfaction or waiver of one or more conditions precedent, including, but not limited to, completion of an equity offering, a financing or other corporate transaction, provided that if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the Redemption Date may be postponed until up to 60 days following the notice of redemption, and such notice may be rescinded in the event that any or all such conditions precedent shall not have been satisfied by the Redemption Date (including as it may be postponed).

In the case of a partial redemption, selection of the Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by DTC (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the depositary. 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 with respect to the Notes, 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;

(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;

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(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:

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

(9) 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

(10) 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.

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“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:

(11) 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;

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

(13) 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

(14) 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:

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

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(16) 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 Base 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

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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 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: May 3, 2022

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 TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
By:
	Authorized Signatory

[Signature Page to 2032 Global Note (No. 1)]

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: May 3, 2022

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

[Signature Page to 2032 Global Note (No. 1)]

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 guaranteed 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 guaranteed 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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EX-5.1

Exhibit 5.1

NORTH POINT • 901 LAKESIDE AVENUE • CLEVELAND, OHIO 44114.1190

TELEPHONE: +1.216.586.3939 • JONESDAY.COM

May 3, 2022

Cintas Corporation

6800 Cintas Boulevard

P.O. Box 625737

Cincinnati, OH 45262-5737

Re: $400,000,000 of 3.450% Senior Notes due 2025 of Cintas Corporation No. 2

$800,000,000 of 4.000% Senior Notes due 2032 of Cintas Corporation No. 2

Ladies and Gentlemen:

We have acted as counsel for Cintas Corporation, a Washington corporation (the “Parent”), Cintas Corporation No. 2, a Nevada corporation (the “Issuer”), Cintas Corporation No. 3, a Nevada corporation (together with the Parent, the “Non-Covered Guarantors”), and Cintas Corporate Services, Inc., an Ohio corporation (the “Covered Guarantor”), in connection with the issuance and sale of $400,000,000 aggregate principal amount of the Issuer’s 3.450% Senior Notes due 2025 (the “2025 Notes”) and $800,000,000 aggregate principal amount of the Issuer’s 4.000% Senior Notes due 2032 (together with the 2025 Notes, the “Notes”), and the full and unconditional guarantee of the Notes (the “Guarantees”) by the Non-Covered Guarantors and the Covered Guarantor (collectively, the “Guarantors”), pursuant to the Underwriting Agreement, dated April 26, 2022, by and among the Issuer, the Guarantors and KeyBanc Capital Markets Inc., MUFG Securities Americas Inc. and Wells Fargo Securities, LLC, acting as representatives of the several underwriters named therein. The Notes and the Guarantees are to be issued pursuant to the Indenture, dated as of May 28, 2002 (the “Base Indenture”), by and among the Parent, the Issuer, the Guarantors party thereto and U.S. Bank Trust Company, National Association (as successor trustee to Wachovia Bank, National Association), as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture, dated as of November 8, 2010 (together with the Base Indenture, the “Indenture”), by and among the Issuer, the Covered Guarantor and the Trustee, with the terms of the Notes established pursuant to Officers’ Certificates, each dated May 3, 2022.

In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:

(1) The Notes constitute valid and binding obligations of the Issuer.

(2) The Guarantees constitute valid and binding obligations of the Guarantors.

For purposes of the opinions expressed herein, we have assumed that (i) the Trustee has authorized, executed and delivered the Indenture, (ii) the Notes have been duly authenticated by the Trustee in accordance with the Indenture and (iii) the Indenture is the valid, binding and enforceable obligation of the Trustee.

Cintas Corporation

May 3, 2022

Page 2

In rendering the foregoing opinions, we have assumed that (i) each of the Issuer and the Non-Covered Guarantors is a corporation existing and in good standing (or its equivalent) under the laws of its respective jurisdiction of incorporation (each, a “Jurisdiction”), (ii) the Notes or the Guarantees, as applicable, have been (A) authorized by all necessary corporate action of the Issuer and each of the Non-Covered Guarantors and (B) executed and delivered by the Issuer and each of the Non-Covered Guarantors under the laws of the applicable Jurisdiction and (iii) the execution, delivery, performance and compliance with the terms and provisions of the Notes or the Guarantees, as applicable, by the Issuer and each of the Non-Covered Guarantors do not violate or conflict with the laws of the applicable Jurisdiction or the terms and provisions of the articles of incorporation or bylaws of the Issuer and each of the Non-Covered Guarantors, as applicable.

The opinions expressed herein are limited by: (i) bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws and related regulations or judicial doctrines from time to time in effect relating to or affecting creditors’ rights generally; and (ii) general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or at equity.

As to facts material to the opinions and assumptions expressed herein, we have relied upon oral or written statements and representations of officers and other representatives of the Issuer and the Guarantors, and others. The opinions expressed herein are limited to the laws of the State of New York and the laws of the State of Ohio, in each case as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-K dated the date hereof filed by the Parent and incorporated by reference into the Registration Statement on Form S-3, as amended (Registration No. 333-240362) (the “Registration Statement”), filed by the Issuer and the Guarantors to effect the registration of the Notes and the Guarantees under the Securities Act of 1933 (the “Act”) and to the reference to Jones Day under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Jones Day

EX-5.2

Exhibit 5.2

7800 Rancharrah Parkway Reno, NV 89511 PH (775) 788-2200 | FX (775) 786-1177 fennemorelaw.com  

May 3, 2022

Cintas Corporation No. 2

Cintas Corporation No. 3

c/o Cintas Corporation No. 2

6800 Cintas Boulevard

P.O. Box 625737

Cincinnati, OH 45262-5737

Re: Notes Offering

Ladies and Gentlemen:

We have acted as special Nevada counsel for Cintas Corporation No. 2, a Nevada corporation (the “Company”), and Cintas Corporation No. 3, a Nevada corporation (the “Guarantor”), in connection with the offering by the Company of $400,000,000 aggregate principal amount of its 3.450% Senior Notes due 2025 (the “2025 Notes”) and $800,000,000 aggregate principal amount of its 4.000% Senior Notes due 2032 (the “2032 Notes” and, together with the 2025 Notes, the “Notes”), which Notes will be guaranteed by the Guarantor, Cintas Corporation and Cintas Corporate Services, Inc., (the “Guarantees” and each, a “Guarantee”) as contemplated by a prospectus filed on August 4, 2020 with the Securities and Exchange Commission (the “Commission”), as such prospectus has been supplemented by the Preliminary Prospectus Supplement dated April 26, 2022.

In connection with this Opinion Letter, we have reviewed the Notes and the Guarantees. We have examined originals or copies of such corporate records and certificates of public officials as we have deemed necessary or advisable for purposes of this opinion. We have relied upon the certificates of all public and corporate officials with respect to the accuracy of all matters contained therein. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to originals of all copies of all documents submitted to us. We have not reviewed, and express no opinion as to, any instrument or agreement referred to or incorporated by reference in the Notes or the Guarantees.

Based on and subject to the foregoing and the qualifications, limitations, exceptions and assumptions set forth below, it is our opinion that:

May 3, 2022

Page 2

1. The Company and the Guarantor are corporations existing and in good standing under Nevada law.

2. The Company (a) has the corporate power to execute and deliver the Notes and perform its obligations thereunder and (b) has taken all corporate action necessary to authorize the execution, delivery and performance of the Notes.

3. The Guarantor (a) has the corporate power to execute and deliver the Guarantees to which it is a party and to perform its obligations thereunder and (b) has taken all corporate action necessary to authorize the execution, delivery and performance of its Guarantees.

4. The Notes have been duly authorized by the Company and the execution, delivery, performance and compliance with the terms and provisions of the Notes by the Company do not violate or conflict with the laws of the State of Nevada.

5. The Guarantees have been authorized by all necessary corporate action of the Guarantor, the execution, delivery, performance and compliance with the terms and provisions of the Guarantees by the Guarantor do not violate or conflict with the laws of the State of Nevada and the Guarantees have been executed and delivered by the Guarantor.

Nothing herein shall be deemed an opinion as to the laws of any jurisdiction other than the State of Nevada.

We hereby consent to the filing of this opinion letter as an exhibit to the Current Report on Form 8-K dated the date hereof filed by Cintas Corporation and incorporated by reference into the Registration Statement on Form S-3, as amended (Registration No. 333-240362), filed to effect the registration of the Notes and the Guarantees under the Securities Act of 1933 (the “Act”). In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. We disclaim liability as an expert under the securities laws of the United States or any other jurisdiction.

Very truly yours,

/s/ Fennemore Craig, P.C.

FENNEMORE CRAIG, P.C.

EX-5.3

        FIKSO KRETSCHMER SMITH DIXON ORMSETH 901 Fifth Avenue, Suite 4000, Seattle, WA 98164 John R. McDowall 206-448-1818 Main 206-727-2745 Direct john@fksdo.com Exhibit 5.3

May 3, 2022

Cintas Corporation

6800 Cintas Boulevard

P.O. Box 625737

Cincinnati, OH 45262-5737

Re: The Notes and Guarantees (as defined below)

Ladies and Gentlemen:

We have acted as special local counsel to Cintas Corporation, a Washington corporation (the “Company”), in connection with the registered offering of the $400,000,000 aggregate principal amount of 3.450% Senior Notes due 2025 (the “2025 Notes”) and $800,000,000 aggregate principal amount of 4.000% Senior Notes due 2032 (the “2032 Notes”, and collectively with the 2025 Notes, the “Notes”) of Cintas Corporation No. 2, a wholly owned subsidiary of the Company (the “Issuer”), together with the related guarantees of the Notes by the Company and certain subsidiaries of the Company (“subsidiary guarantors”). The Notes will be issued pursuant to that certain indenture, dated as of May 28, 2002 (the “Base Indenture”), by and among the Company, the Issuer, the guarantors party thereto, and U.S. Bank Trust Company, National Association (as successor trustee to Wachovia Bank, National Association), as trustee (the “Trustee”), as amended and supplemented by a supplemental indenture, dated as of November 8, 2010 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), by and among the Issuer, the subsidiary guarantor party thereto and the Trustee, according to terms to be established in a Board Resolution of the Company (as defined in the Indenture) and as set forth in Officers’ Certificates (as defined in the Indenture). The Notes will be guaranteed by the Company and subsidiary guarantors pursuant to guarantees in the forms incorporated within the Officers’ Certificates (collectively, the “Guarantees”).

The law covered by the opinions expressed herein is limited to the laws of the State of Washington and the federal laws of the United States of America.

A. Documents and Matters Examined

In connection with this opinion letter, we have examined originals or copies of such documents, records, certificates of public officials and certificates of officers and representatives of the Company as we have considered necessary to provide a basis for the opinions expressed herein, including the following:

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May 3, 2022

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A-1. the Indenture;

A-2. the forms of Guarantees;

A-3. the Board Resolution of the Company, dated April 19, 2022;

A-4. the Officers’ Certificates of the Issuer, each dated May 3, 2022;

A-5. the Washington Officer’s Certificate of the Company, dated May 3, 2022;

A-6. Copies of the Articles of Incorporation of the Company, as amended from time to time, and the Amended and Restated Bylaws, effective July 31, 2018 of the Company; and

A-7. Copy of the Certificate of Existence of the Company issued by the Washington Secretary of State, dated April 18, 2022;

The documents listed in A-1 through A-2 are collectively referred to herein as the “Transaction Documents.” The documents listed in A-1 through A-5 are collectively referred to herein as the “Offering Documents.” The documents listed A-1 through A-7 are collectively referred to as the “Company Documents.”

As to matters of fact material to the opinions expressed herein, we have relied on (a) information in Company documents available in public record databases (and all opinions based on such publicly available documents are as of the date of such publicly available documents and not as of the date of this opinion letter), (b) information provided in certificates of officers/representatives of the Company, (c) the representations and warranties of the Company in the Company Documents, and (d) information provided in the Company Documents. We have not independently verified the facts so relied on.

B. Assumptions

For purposes of this opinion letter, we have relied on the following assumptions, without investigation:

B-1. Original documents reviewed by us are authentic, copies of original documents reviewed by us conform to the originals, all signatures on executed documents are genuine, and that all natural persons executing the documents are legally competent to do so.

B-2. All parties had and have sufficient legal capacity and authority to perform their functions with respect to the Offering Documents and the transaction contemplated by the Offering Documents (the “Transaction”).

B-3. The Notes offering is within the authority of the Issuer to make, and each Offering Document has been duly authorized, executed, and delivered by the Issuer and all parties thereto other than the Company.

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B-4. That the Issuer will perform its obligations under the Transaction Documents in good faith and in a commercially reasonable manner.

B-5. That has been no mutual mistake of fact or misunderstanding, there exists no fraud, duress, or undue influence with respect to the agreements and obligations contemplated by the Transaction Documents, and there are no agreements or understandings, verbal or written, by and among the Issuer, the underwriters, and the Company which would modify or affect the obligations of the Company under the Transaction Documents.

B-6. All exhibits referred to in the Offering Documents are accurate and have been properly completed and attached. There is no document or other information which has not been furnished to us which would materially alter, modify or amend the Offering Documents.

B-7. That there exists valid and lawful consideration for the parties to enter into each of the Transaction Documents to which they are a party. All conditions precedent to closing the Transaction have been satisfied or waived.

B-8. That each party to the Transaction (other than the Company) has complied and will comply with all legal requirements pertaining to the Transaction Documents.

B-9. That the Company will obtain all permits and governmental approvals required in the future, and take all actions similarly required, relevant to subsequent consummation of the Transaction or performance of the Transaction Documents.

With your consent, we have not undertaken any independent factual investigation other than the review of the documents described or listed above. In rendering the opinions set forth herein, we have relied, with your consent, as to factual matters, solely upon information in public authority documents and the representations set forth in the Company Documents to the extent we deemed appropriate. We have relied on the information in the publicly available documents, as well as the factual representations in the Company Documents, as being accurate. We have accepted as true all matters certified or confirmed to us as being true to the knowledge of the individuals certifying or confirming such matters.

C. Opinions

Based on the foregoing and subject to the qualifications and exclusions stated below, we express the following opinions:

C-1. The Company is a corporation validly existing under Washington law.

C-2. The Company had, on the relevant dates, (a) all necessary corporate power to execute and deliver the Guarantees and has the power to perform its obligations under the Guarantees, (b) taken all corporate action necessary to authorize the execution, delivery and performance of the Guarantees and (c) duly executed and delivered the Guarantees.

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May 3, 2022

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C-3. As of the date above, the execution, delivery, performance and compliance with the terms and provisions of the Guarantees by the Company do not violate or conflict with the laws of the State of Washington or the terms and provisions of the Articles of Incorporation or the Amended and Restated Bylaws of the Company.

D. Qualifications; Exclusions

D-1 The opinions expressed herein are subject to bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, and other similar laws affecting the rights and remedies of creditors and guarantors generally and general principles of equity.

D-2. We express no opinion as to the effect, if any, that one or more of the following matters may have on the opinions expressed herein:

(a) federal securities laws and regulations administered by the Securities and Exchange Commission (the “SEC”), state “blue sky” laws and regulations, and laws and regulations relating to commodity (and other) futures and indices and other similar instruments;

(b) federal and state laws and regulations dealing with (i) antitrust and unfair competition; (ii) filing and notice requirements (e.g., Hart-Scott-Rodino), other than requirements applicable to charter-related documents such as a certificate of merger; (iii) environmental matters; (iv) land use and subdivisions; (v) tax; (vi) patents, copyrights, trademarks and intellectual property; (vii) racketeering; (viii) health and safety; (ix) labor and employment; (x) national and local emergencies; (xi) possible judicial deference to acts of sovereign states; (xii) criminal and civil forfeiture; (xiii) statutes of general application to the extent they provide for criminal prosecution (e.g., mail fraud and wire fraud statutes); and (xiv) regulation of lenders or the conduct of the business of lenders and that may relate to the Transaction Documents or the Transaction;

(c) Federal Reserve Board margin regulations;

(d) compliance with fiduciary duty requirements;

(e) the statutes and ordinances, the administrative decisions, and the rules and regulations of counties, cities, towns, municipalities and special political subdivisions (whether created or enabled through legislative action at the federal, state or regional level), and judicial decisions to the extent that they deal with any of the foregoing;

(f) fraudulent transfer and fraudulent conveyance laws; and

(g) pension and employee benefit laws and regulations.

D-3. We express no opinion with respect to any document other than the Guarantees, and express no opinion as to the validity or enforceability of any document, including but not limited to, the Offering Documents.

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May 3, 2022

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D-4. For purposes of expressing the opinions herein, we have examined laws of the State of Washington and our opinions are limited to such laws. We call your attention to the fact that each Transaction Document states that it is governed by New York law and that we are not rendering any opinion with respect to New York law. We have not reviewed, nor are our opinions in any way predicated on an examination of, the laws of any other jurisdiction, and we expressly disclaim responsibility for advising you as to the effect, if any, that the laws of any other jurisdiction may have on the opinions set forth herein.

D-5. We express no opinion as to the accuracy, completeness or sufficiency of any information contained in any filings with the SEC or any state securities regulatory agency.

The opinions expressed herein (a) are limited to matters expressly stated herein, and no other opinions may be implied or inferred, and (b) are as of the date hereof (except as otherwise noted above). This opinion letter is delivered without any undertaking to advise you of any changes of law or fact that occur after the date of this opinion letter even though the changes may affect the legal analysis, a legal conclusion, or information confirmed in this opinion letter. We disclaim any undertaking or obligation to update these opinions for events and circumstances occurring after the date hereof or as to facts relating to prior events that are subsequently brought to our attention.

We hereby consent to the filing of this opinion letter as an exhibit to the Current Report on Form 8-K dated the date hereof filed by the Company and incorporated by reference into the Registration Statement on Form S-3, as amended (Registration No. 333-240362), filed to effect the registration of the Notes and the Guarantees under the Securities Act of 1933 (the “Act”). In giving such consent, we do not thereby admit that we are “experts” within the meaning of Section 11 of the Act or included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. We disclaim liability as an expert under the securities laws of the United States or any other jurisdiction.

Very truly yours,

/s/ Fikso Kretschmer Smith Dixon Ormseth PS

FIKSO KRETSCHMER SMITH DIXON ORMSETH PS

Pursuant to U.S. Treasury Circular 230, this communication is not intended or written by Fikso Kretschmer Smith Dixon Ormseth, P.S. to be used, and it may not be used by you or any other person or entity, for the purpose of (i) avoiding any penalties that may be imposed on you or any other person or entity under the United States Internal Revenue Code, or (ii) promoting, marketing, or recommending to another party any transaction or matter that is addressed herein.

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Document and Entity Information	May 03, 2022
Cover [Abstract]
Entity Registrant Name	CINTAS CORP
Amendment Flag	false
Entity Central Index Key	0000723254
Document Type	8-K
Document Period End Date	May 03, 2022
Entity Incorporation State Country Code	WA
Entity File Number	0-11399
Entity Tax Identification Number	31-1188630
Entity Address, Address Line One	6800 Cintas Boulevard
Entity Address, Address Line Two	P.O. Box 625737
Entity Address, City or Town	Cincinnati
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	45262-5737
City Area Code	(513)
Local Phone Number	459-1200
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock, no par value
Trading Symbol	CTAS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false