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EXHIBIT 4.1
DARDEN RESTAURANTS, INC.
OFFICERS' CERTIFICATE AND AUTHENTICATION ORDER
MEDIUM-TERM NOTES, SERIES A
Pursuant to the Indenture dated as of January 1, 1996 (the
"Indenture"), between Darden Restaurants, Inc. (the "Company") and Wells Fargo
Bank Minnesota, National Association (formerly known as "Norwest Bank Minnesota,
National Association"), as Trustee (the "Trustee"), resolutions adopted by the
Company's Board of Directors on June 21, 2000, this Officers' Certificate and
Authentication Order is being delivered to the Trustee to establish the terms of
a series of Securities in accordance with Section 301 of the Indenture, to
establish the forms of the Securities of such series in accordance with Section
201 of the Indenture, to establish the procedures for the authentication and
delivery of specific Securities from time to time pursuant to Section 303 of the
Indenture and to comply with the provisions of Section 102 of the Indenture.
Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to them in the Indenture.
A. Establishment of Series pursuant to Section 301 of Indenture. There
is hereby established pursuant to Section 301 of the Indenture a series of
Securities which shall have the following terms (the numbered clauses set forth
below correspond to the numbered subsections of Section 301 of the Indenture):
(1) The Securities of such series shall bear the title
"Medium-Term Notes, Series A" (referred to herein as the "Notes").
(2) There shall be no limitation on the aggregate principal
amount of the Notes of such series, however, unless otherwise specified
in an Authentication Certificate (as defined in Section C below), the
aggregate principal amount of the Notes of such series to be issued
pursuant to this Officers' Certificate is limited to $350,000,000 or
the equivalent thereof in foreign currencies or foreign currency units
(except for Notes authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Notes pursuant to
Sections 304, 305, 306, 906 or 1107 of the Indenture and except for any
Notes which, pursuant to Section 303 of the Indenture, are deemed never
to have been authenticated and delivered).
(4) (a) Unless previously redeemed or repaid, each Note within
such series shall mature on the date 9 months or more from its date of
issue as specified in such Note and in the applicable Authentication
Certificate (the "Maturity Date"). If the Maturity Date or any earlier
Redemption Date (as defined below) or Repayment Date (as defined below)
falls on a day that is not a Business Day (as defined below) with
respect to such Note, the payment of principal will be made on the next
succeeding Business Day with the same force and effect as if made on
such Maturity Date, Redemption Date or Repayment Date. "Business Day"
means with respect to any Note, any day, other than a Saturday or
Sunday, which is both (a) neither a legal holiday nor a day on which
banking institutions are authorized or required by law or regulation to
close (i) in New York City and (ii) for Notes denominated in a
Specified Currency (as defined
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below) other than United States dollars or Euros, in the Principal
Financial Center (as defined below) of the country of the Specified
Currency; and (b) for Notes denominated in Euros, any day that is also
a day on which the Trans-European Automated Real-time Gross Settlement
Express Transfer System, commonly referred to as "TARGET," is
operating; provided, however that with respect to a LIBOR Note (as
defined below), the day must also be a London Banking Day (as defined
below). "London Banking Day" means any day on which dealings in
deposits in the relevant Index Currency (as defined below) are
transacted in the London interbank market. The "Principal Financial
Center" means, as applicable, the capital city of the country issuing
the Specified Currency; or the capital city of the country to which the
Index Currency relates; provided, however, that the Principal Financial
Center will be New York City for United States dollars, Sydney for
Australian dollars (and solely in the case of the Specified Currency,
Melbourne), Toronto for Canadian dollars, Frankfurt for Deutsche marks,
Amsterdam for Dutch guilders, Milan for Italian lire, London for
Portuguese escudos (solely in the case of the Index Currency),
Johannesburg for South African rand and Zurich for Swiss francs.
(b) If specified in the applicable Authentication Certificate
that the Notes are "Renewable Notes," the Renewable Notes will
automatically renew at their Maturity Date and any subsequent renewal
date (which shall then become the Maturity Date with respect to such
Renewable Note) unless the Holder of the Renewable Note elects to
terminate the automatic extension feature by giving notice in the
manner described in the related Authentication Certificate. The Holder
must give notice of termination at least 15 but not more than 30 days
prior to the then effective Maturity Date. The Holder may terminate the
automatic extension for less than all of the Renewable Notes only if
the terms of the Renewable Note specifically permit partial
termination. An election to terminate the automatic extension of any
portion of the Renewable Notes is not revocable and will be binding on
the Holder. If the Holder elects to terminate the automatic extension
of the Maturity Date of the Renewable Note, the Holder will become
entitled to the principal and interest accrued up to the Maturity Date.
The related Authentication Certificate will specify a final maturity
date beyond which the Maturity Date of a Renewable Note cannot be
renewed.
(c) If specified in the applicable Authentication Certificate
that the Notes are "Extendible Notes," the Maturity Date of the
Extendible Notes may be extended at the Company's option for one or
more whole year periods, up to but not beyond a final maturity date
specified in such Authentication Certificate. The Company may exercise
its option to extend the Maturity Date by notifying the Trustee, or any
duly appointed Paying Agent, at least 45 but not more than 60 days
prior to the then effective maturity date. At least 40 days prior to
the maturity date, the Trustee will mail to the registered Holder of
the Extendible Note a notice informing the Holder of the Company's
election, the new maturity date and any updated terms. Upon the mailing
of the extension notice, the maturity of the Extendible Note will be
extended automatically as set forth in the extension notice. Not later
than 20 days prior to the then effective maturity date of the
Extendible Note, the Company may, at its option, establish a higher
interest rate if the Extendible Note is a Fixed Rate Note, or a higher
Spread or Spread Multiplier if the Extendible Note is a Floating Rate
Note, for the extension period by mailing or causing the Trustee to
mail notice of the higher interest rate or higher Spread and/or Spread
Multiplier to the Holder of the Extendible Note. The notice will be
irrevocable. If the Company elects to extend
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the maturity of an Extendible Note, the Holder of the Extendible Note
will have the option to instead elect repayment of the Extendible Note
by the Company on the then effective maturity date. In order for an
Extendible Note to be so repaid on the maturity date, the Company must
receive, at least 15 days but not more than 30 days prior to the
maturity date: (i) the Extendible Note with the form "Option to Elect
Repayment" on the reverse of the Extendible Note duly completed; or
(ii) a telegram, telex, facsimile transmission or a letter from a
broker-dealer, a commercial bank or trust company in the United States
setting forth the name of the Holder of the Extendible Note, the
principal amount of the Extendible Note, the principal amount of the
Extendible Note to be repaid, the certificate number or a description
of the tenor and terms of the Extendible Note, a statement that the
option to elect repayment is being exercised thereby and a guarantee
that the Extendible Note to be repaid, together with the duly completed
form entitled "Option to Elect Repayment" on the reverse of the
Extendible Note, will be received by the Trustee or Paying Agent not
later than the fifth Business Day after the date of the telegram,
telex, facsimile transmission or letter; provided, however, that the
telegram, telex, facsimile transmission or letter will only be
effective if the Extendible Note and form duly completed are received
by the Trustee or Paying Agent by that fifth Business Day. The option
may be exercised by the Holder of an Extendible Note for less than the
aggregate principal amount of the Extendible Note then outstanding if
the principal amount of the Extendible Note remaining outstanding after
repayment is an authorized denomination.
(5) Each Note within such series that bears interest will bear
interest at either (a) a fixed rate (the "Fixed Rate Notes"), (b) an
indexed rate (the "Indexed Notes") or (c) a floating rate (the
"Floating Rate Notes") determined by reference to one or more specified
Base Rates based on the Index Maturity, which may be adjusted by a
Spread and/or Spread Multiplier (each as defined below). Notes within
such series may also be issued as "Zero Coupon Notes" which do not
provide for any periodic payments of interest. Notes may be issued as
"Original Issue Discount Notes" at a discount from the principal amount
thereof due at the Maturity Date as specified in the applicable
Authentication Certificate.
Each Note that bears interest will bear interest from and
including its date of issue or from and including the most recent
Interest Payment Date (as defined below) to which interest on such Note
(or any predecessor Note) has been paid or duly provided for until the
principal thereof is paid or made available for payment. Interest will
be payable on each Interest Payment Date and at the Maturity Date
thereof or any earlier Redemption Date or Repayment Date. The first
payment of interest on any Note originally issued after a Regular
Record Date (as defined below) and on or before an Interest Payment
Date will be made on the Interest Payment Date following the next
succeeding Regular Record Date to the registered Holder on such next
succeeding Regular Record Date.
The Interest Payment Dates for the Notes shall be as specified
in the applicable Authentication Certificate (the "Interest Payment
Dates"), and, unless otherwise specified in the applicable
Authentication Certificate, the Regular Record Dates for the Notes will
be on the day (whether or not a Business Day) 15 calendar days
preceding each Interest Payment Date (the "Regular Record Dates").
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The interest rate on a Note for any Interest Period (as
defined below) will in no event be higher than the maximum rate
permitted by New York law as the same may be modified by United States
law of general application.
The applicable Authentication Certificate will specify: (i)
the issue price, Interest Payment Dates and Regular Record Dates; (ii)
with respect to any Fixed Rate Note, the interest rate; (iii) with
respect to any Indexed Note, the index; (iv) with respect to any
Floating Rate Note, the Initial Interest Rate (as defined below), the
method (which may vary from Interest Period to Interest Period) of
calculating the interest rate applicable to each Interest Period
(including, if applicable, the Index Maturity, the Spread and/or Spread
Multiplier, the Interest Determination Dates, the Interest Reset Dates
and any Minimum Interest Rate or Maximum Interest Rate (each as defined
below)); (v) whether such Note is an Original Issue Discount Note; and
(vi) any other terms consistent with the Indenture.
Fixed Rate Notes
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Each Fixed Rate Note, whether or not issued as an Original
Issue Discount Note, will bear interest at the annual rate specified on
its face until the principal is paid or made available for payment.
Interest on Fixed Rate Notes will be computed and paid on the basis of
a 360-day year of twelve 30-day months. Interest payments for Fixed
Rate Notes will include accrued interest from and including the date of
issue or from and including the last date in respect of which interest
has been paid, as the case may be, to but excluding the relevant
Interest Payment Date or the Maturity Date or any earlier Redemption
Date or Repayment Date, as the case may be, except when the Interest
Payment Date is not a Business Day. In the event that any Interest
Payment Date on a Fixed Rate Note is not a Business Day, interest will
be paid on the next succeeding Business Day with the same force and
effect as if made on such Interest Payment Date, but interest on that
payment will not accrue during the period from and after the scheduled
Interest Payment Date.
A Fixed Rate Note may pay amounts in respect of both interest
and principal amortized over the life of the Note (an "Amortizing
Note"). Payments of principal and interest on Amortizing Notes will be
made on the Interest Payment Dates specified in the applicable
Authentication Certificate, and at the Maturity Date or any earlier
Redemption Date or Repayment Date. Payments on Amortizing Notes will be
applied first to interest due and payable and then to the reduction of
unpaid principal amount.
Floating Rate Notes
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A Floating Rate Note will bear interest determined by
reference to one or more specified Base Rates based on the Index
Maturity, which may be adjusted by a Spread and/or a Spread Multiplier
(each as defined below). Any Floating Rate Note may also have either or
both of the following as set forth in the applicable Authentication
Certificate: (i) a maximum interest rate limitation, or ceiling, on the
rate of interest which may accrue during any Interest Period (the
"Maximum Interest Rate"); and (ii) a minimum interest rate limitation,
or floor, on the rate of interest which may accrue during any Interest
Period (the "Minimum Interest Rate").
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The applicable Authentication Certificate may designate any of
the following interest rates or interest rate formulas (the "Base
Rate") as applicable to one or more Interest Periods on each Floating
Rate Note: (a) the CD Rate, in which case such Note will be a "CD Rate
Note" with respect to such Interest Periods; (b) the Commercial Paper
Rate, in which case such Note will be a "Commercial Paper Rate Note"
with respect to such Interest Period or Interest Periods; (c) EURIBOR,
in which case such Note will be a "EURIBOR Note" with respect to such
Interest Period or Interest Periods; (d) the Federal Funds Rate, in
which case such Note will be a "Federal Funds Rate Note" with respect
to such Interest Period or Interest Periods; (e) LIBOR, in which case
such Note will be a "LIBOR Note" with respect to such Interest Period
or Interest Periods; (f) the Prime Rate, in which case such Note will
be a "Prime Rate Note" with respect to such Interest Period or Interest
Periods; (g) the Treasury Rate, in which case such Note will be a
"Treasury Rate Notes" with respect to such Interest Period or Interest
Periods; (h) such other rate or interest rate formula as set forth in
the applicable Authentication Certificate.
The interest rate on each Floating Rate Note for each Interest
Period will be determined by reference to the applicable Base Rate
specified in the applicable Authentication Certificate for such
Interest Period, plus or minus the applicable Spread, if any, and/or
multiplied by the applicable Spread Multiplier, if any. The "Spread" is
the number of basis points to be added to or subtracted from the Base
Rate for a Floating Rate Note, as specified in the applicable
Authentication Certificate as being applicable to such Floating Rate
Note for such Interest Period. Each basis point is 0.01%. The "Spread
Multiplier" is the percentage specified in the applicable
Authentication Certificate as being applicable to the Base Rate for
such Floating Rate Note and for such Interest Period. The "Index
Maturity" means the period of maturity of the instrument or obligation
from which the Base Rate is calculated, as specified in the applicable
Authentication Certificate.
In the event that any Interest Payment Date, other than the
Maturity Date or any earlier Redemption Date or Repayment Date, for any
Floating Rate Note falls on a day that is not a Business Day, interest
otherwise payable on such date will be paid on the next succeeding
Business Day with the same force and effect as if made on such Interest
Payment Date, except that, in the case of a EURIBOR Note or of a LIBOR
Note, if that Business Day would fall in the next calendar month, the
Interest Payment Date will be the immediately preceding Business Day.
The rate of interest on each Floating Rate Note will be reset
daily, weekly, monthly, quarterly, semi-annually or annually (the
"Interest Reset Period," and the first day of each Interest Reset
Period, an "Interest Reset Date") as specified in the applicable
Authentication Certificate.
The interest rate in effect from the date of issue to the
first Interest Reset Date for a Floating Rate Note (the "Initial
Interest Rate") will be the Initial Interest Rate specified in the
applicable Authentication Certificate. As used herein, "Interest
Determination Date" pertaining to any Interest Reset Date means the day
the Calculation Agent will refer to when determining the new interest
rate at which a Floating Rate Note will reset, which is applicable as
follows: for CD Rate Notes, Commercial Paper Rate Notes, Federal Funds
Rate Notes and Prime Rate Notes, the Interest Determination Date will
be the second Business Day prior to the Interest Reset Date;
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for EURIBOR Notes or Euro LIBOR Notes (as defined below), the Interest
Determination Date will be the second TARGET Settlement Day (as defined
below) prior to the Interest Reset Date; for LIBOR Notes (other than
Euro LIBOR Notes), the Interest Determination Date will be the second
London Banking Day prior to the Interest Reset Date, except that the
Interest Determination Date pertaining to an Interest Reset Date for a
LIBOR Note for which the Index Currency is pounds sterling will be the
Interest Reset Date; and for Treasury Rate Notes, the Interest
Determination Date will be the day of the week in which the Interest
Reset Date falls on which Treasury bills would normally be auctioned.
Treasury bills are normally sold at auction on Monday of each week,
unless that day is a legal holiday, in which case the auction is
normally held on the following Tuesday, but the auction may be held on
the preceding Friday. If, as the result of a legal holiday, the auction
is held on the preceding Friday, that Friday will be the Interest
Determination Date pertaining to the Interest Reset Date occurring in
the next succeeding week. If an auction falls on a day that is an
Interest Reset Date, that Interest Reset Date will be the next
following Business Day. The "TARGET Settlement Day" means any day on
which the Trans-European Automated Real-Time Gross Settlement Express
Transfer System is open. "Euro LIBOR Notes" means LIBOR Notes for which
the Index Currency is Euros. If any Interest Reset Date for any
Floating Rate Note would otherwise be a day that is not a Business Day,
such Interest Reset Date shall be postponed to the next day that is a
Business Day, except that in the case of a EURIBOR Note or of a LIBOR
Note, if such Business Day is in the next succeeding calendar month,
such Interest Reset Date shall be the immediately preceding Business
Day.
Unless otherwise specified in the applicable Authentication
Certificate, interest for a Floating Rate Note will accrue from and
including the most recent Interest Payment Date to which interest has
been paid or duly provided for, or, if no interest has been paid or
duly provided for, from and including the issue date or any other date
specified in an Authentication Certificate on which interest begins to
accrue. Interest will accrue to but excluding the next Interest Payment
Date or, if earlier, the date on which the principal has been paid or
duly made available for payment, except as described above when an
Interest Payment Date is not a Business Day (each such interest accrual
period an "Interest Period").
Upon the request of the Holder of any Floating Rate Note, the
Calculation Agent will provide the interest rate then in effect and, if
determined, the interest rate that will become effective on the next
Interest Reset Date for that Floating Rate Note.
For a Floating Rate Note, accrued interest will be calculated
by multiplying the principal amount of the Floating Rate Note by an
accrued interest factor. This accrued interest factor will be computed
by adding the interest factors calculated for each day in the period
for which interest is being paid. The interest factor for each day is
computed by dividing the interest rate applicable to that day: (i) by
360, in the case of CD Rate Notes, Commercial Paper Rate Notes, EURIBOR
Notes, Federal Funds Rate Notes, LIBOR Notes (except for LIBOR Notes
denominated in pounds sterling) and Prime Rate Notes; (ii) by 365, in
the case of LIBOR Notes denominated in pounds sterling; or (iii) by the
actual number of days in the year, in the case of Treasury Rate Notes.
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For these calculations, the interest rate in effect on any
Interest Reset Date will be the applicable rate as reset on that date.
The interest rate applicable to any other day is the interest rate from
the immediately preceding Interest Reset Date or, if none, the Initial
Interest Rate.
All percentages used in or resulting from any calculation of
the rate of interest on a Floating Rate Note will be rounded, if
necessary, to the nearest one hundred-thousandth of a percentage point
(.0000001), with five one-millionths of a percentage point rounded
upward, (e.g., 9.876545% (or .09876545) would be rounded to 9.87655%
(or .0987655)) and all United States dollar amounts used in or
resulting from these calculations on Floating Rate Notes will be
rounded to the nearest cent, with one-half cent rounded upward.
Unless otherwise specified in the applicable Authentication
Certificate, Wells Fargo Bank Minnesota, National Association, will be
the "Calculation Agent." Unless otherwise specified in the applicable
Authentication Certificate, the "Calculation Date," if applicable,
pertaining to any Interest Determination Date on a Floating Rate Note
will be the earlier of (i) the tenth calendar day after such Interest
Determination Date, or, if any such day is not a Business Day, the next
succeeding Business Day, and (ii) the Business Day immediately
preceding the applicable Interest Payment Date or the Maturity Date or
for any principal amount to be redeemed or repaid, the Redemption Date
or Repayment Date, as the case may be.
CD Rate Notes
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CD Rate Notes will bear interest at the interest rates
specified in the CD Rate Notes and in the applicable Authentication
Certificate. Those interest rates will be based on the CD Rate and any
Spread or Spread Multiplier and will be subject to the Minimum Interest
Rate and the Maximum Interest Rate, if any.
The CD Rate will be, for any Interest Determination Date, the
rate on that date for negotiable certificates of deposit having the
Index Maturity specified in the applicable Authentication Certificate
as published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates," or any
successor publication of the Board of Governors of the Federal Reserve
System ("H.15(519)") under the heading "CDs (Secondary Market)."
The following procedures will apply if the CD Rate cannot be
determined as described above: If the above rate is not published in
H.15(519) by 3:00 p.m., New York City time, on the Calculation Date,
the CD Rate will be the rate on that Interest Determination Date set
forth in the daily update of H.15(519), available through the worldwide
website of the Board of Governors of the Federal Reserve System at
http://www.bog.frb.fed.us/releases/hl5/update, or such other recognized
electronic source used for the purpose of displaying such rate, or any
successor site or publication, which is commonly referred to as the
"H.15 Daily Update," for the Interest Determination Date for
certificates of deposit having the Index Maturity specified in the
applicable Authentication Certificate, under the caption "CDs
(Secondary Market). If the above rate is not yet published in either
H.15(519) or the H.15 Daily Update by 3:00 p.m., New York City
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time, on the Calculation Date, the Calculation Agent will determine the
CD Rate to be the average of the secondary market offered rates as of
10:00 a.m., New York City time, on that Interest Determination Date of
three leading nonbank dealers in negotiable United States dollar
certificates of deposit in New York City elected by the Calculation
Agent, after consultation with the Company, for negotiable certificates
of deposit of major United States money center banks of the highest
credit standing in the market for negotiable certificates of deposit
with a remaining maturity closest to the Index Maturity specified in
the applicable Authentication Certificate in an amount that is
representative for a single transaction in that market at that time. If
the dealers selected by the Calculation Agent are not quoting as set
forth above, the CD Rate will remain the CD Rate for the immediately
preceding Interest Reset Period, or, if there was no Interest Reset
Period, the rate of interest payable will be the Initial Interest Rate.
Commercial Paper Rate Notes
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Commercial Paper Rate Notes will bear interest at the interest
rates specified in the Commercial Paper Rate Notes and in the
applicable Authentication Certificate. Those interest rates will be
based on the Commercial Paper Rate and any Spread or Spread Multiplier
and will be subject to the Minimum Interest Rate and the Maximum
Interest Rate, if any.
The Commercial Paper Rate will be, for any Interest
Determination Date, the Money Market Yield, calculated as described
below, of the rate on that date for commercial paper having the Index
Maturity specified in the applicable Authentication Certificate, as
that rate is published in H.15(519), under the heading "Commercial
Paper -- Nonfinancial."
The following procedures will apply if the Commercial Paper
Rate cannot be determined as described above: If the above rate is not
published by 3:00 p.m., New York City time, on the Calculation Date,
then the Commercial Paper Rate will be the Money Market Yield of the
rate on that Interest Determination Date for commercial paper of the
Index Maturity specified in the applicable Authentication Certificate
available through the worldwide website of the Board of Governors of
the Federal Reserve System at http://www.bog.frb.fed.us/releases/
h15/update, or such other recognized electronic source used for the
purpose of displaying such rate, or any successor site or publication,
which is commonly referred to as the "H.15 Daily Update," under the
heading "Commercial Paper -- Nonfinancial." If by 3:00 p.m., New York
City time, on that Calculation Date the rate is not yet published in
either H.15(519) or the H.15 Daily Update, then the Calculation Agent
will determine the Commercial Paper Rate to be the Money Market Yield
of the average of the offered rates as of 11:00 a.m., New York City
time, on that Interest Determination Date of three leading dealers of
commercial paper in New York City selected by the Calculation Agent,
after consultation with the Company, for commercial paper of the Index
Maturity specified in the applicable Authentication Certificate, placed
for an industrial issuer whose bond rating is "AA," or the equivalent,
from a nationally recognized statistical rating organization. If the
dealers selected by the Calculation Agent are not quoting as mentioned
above, the Commercial Paper Rate for that Interest Determination Date
will remain the Commercial Paper Rate for the immediately preceding
Interest Reset Period, or, if there was no Interest Reset Period, the
rate of interest payable will be the Initial Interest Rate.
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The "Money Market Yield" will be a yield calculated in
accordance with the following formula:
Money Market Yield = D x 360 x 100
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360 - (D x M)
"D" refers to the applicable per year rate for commercial
paper quoted on a bank discount basis and expressed as a decimal; and
"M" refers to the actual number of days in the interest period for
which interest is being calculated.
EURIBOR Notes
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EURIBOR Notes will bear interest at the interest rates
specified in the EURIBOR Notes and in the applicable Authentication
Certificate. That interest rate will be based on EURIBOR and any Spread
or Spread Multiplier and will be subject to the Minimum Interest Rate
and the Maximum Interest Rate, if any.
"EURIBOR" means, for any Interest Determination Date, the rate
for deposits in Euros as sponsored, calculated and published jointly by
the European Banking Federation and ACI -- The Financial Market
Association, or any company established by the joint sponsors for
purposes of compiling and publishing those rates, for the Index
Maturity specified in the applicable Authentication Certificate as that
rate appears on the display on Bridge Telerate, Inc., or any successor
service, on page 248 or any other page as may replace page 248 on that
service, which is commonly referred to as "Telerate Page 248," as of
11:00 a.m. (Brussels time).
The following procedures will apply if the rate cannot be
determined as described above: If the above rate does not appear, the
Calculation Agent will request the principal Euro-zone office of each
of four major banks in the Euro-zone interbank market, as selected by
the Calculation Agent, after consultation with the Company, to provide
the Calculation Agent with its offered rate for deposits in Euros, at
approximately 11:00 a.m. (Brussels time) on the Interest Determination
Date, to prime banks in the Euro-zone interbank market for the Index
Maturity specified in the applicable Authentication Certificate
commencing on the applicable Interest Reset Date, and in a principal
amount not less than the equivalent of U.S. $1 million in Euro that is
representative of a single transaction in Euro, in that market at that
time. If at least two quotations are provided, EURIBOR will be the
average of those quotations. If fewer than two quotations are provided,
EURIBOR will be the average of the rates quoted by four major banks in
the Euro-zone, as selected by the Calculation Agent, after consultation
with the Company, at approximately 11:00 a.m. (Brussels time), on the
applicable Interest Reset Date for loans in Euro to leading European
banks for a period of time equivalent to the Index Maturity specified
in the applicable Authentication Certificate commencing on that
Interest Reset Date in a principal amount not less than the equivalent
of U.S. $1 million in Euro. If the banks so selected by the Calculation
Agent are not quoting as mentioned in the previous sentence, the
EURIBOR rate in effect for the applicable period will be the same as
EURIBOR for the
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immediately preceding Interest Reset Period, or, if there was no
Interest Reset Period, the rate of interest will be the Initial
Interest Rate.
"Euro-zone" means the region comprised of member states of the
European Union that adopt the single currency in accordance with the
treaty establishing the European Community, as amended by the treaty on
European Union.
Federal Funds Rate Notes
------------------------
Federal Funds Rate Notes will bear interest at the interest
rates specified in the Federal Funds Rate Notes and in the applicable
Authentication Certificate. Those interest rates will be based on the
Federal Funds Rate and any Spread or Spread Multiplier and will be
subject to the Minimum Interest Rate and the Maximum Interest Rate, if
any.
The Federal Funds Rate will be, for any Interest Determination
Date, the rate on that date for federal funds as published in H.15(519)
under the heading "Federal Funds (Effective)" as displayed on Bridge
Telerate, Inc., or any successor service, on page 120 or any other page
as may replace the applicable page on that service, which is commonly
referred to as "Telerate Page 120."
The following procedures will apply if the Federal Funds Rate
cannot be determined as described above: If the above rate is not
published by 3:00 p.m., New York City time, on the Calculation Date,
the Federal Funds Rate will be the rate on that Interest Determination
Date as published in the H.15 Daily Update under the heading "Federal
Funds/ Effective Rate." If that rate is not yet published in either
H.15(519) or the H.15 Daily Update by 3:00 p.m., New York City time, on
the Calculation Date, the Calculation Agent will determine the Federal
Funds Rate to be the average of the rates for the last transaction in
overnight federal funds by each of three leading brokers of federal
funds transactions in New York City selected by the Calculation Agent,
after consultation with the Company, as of 9:00 a.m., New York City
time, on that Interest Determination Date. If the brokers selected by
the Calculation Agent are not quoting as mentioned above, the Federal
Funds Rate relating to that Interest Determination Date will remain the
Federal Funds Rate for the immediately preceding Interest Reset Period,
or, if there was no Interest Reset Period, the rate of interest payable
will be the Initial Interest Rate.
LIBOR Notes
-----------
LIBOR Notes will bear interest at the interest rates specified
in the LIBOR Notes and in the applicable Authentication Certificate.
That interest rate will be based on the London Interbank Offered Rate,
which is commonly referred to as "LIBOR," and any Spread or Spread
Multiplier and will be subject to the Minimum Interest Rate and the
Maximum Interest Rate, if any.
The Calculation Agent will determine "LIBOR" for each Interest
Determination Date as follows: As of the Interest Determination Date,
LIBOR will be either: If "LIBOR Reuters" is specified in the applicable
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Authentication Certificate, the average of the offered rates for
deposits in the Index Currency having the Index Maturity designated in
the applicable Authentication Certificate, commencing on the second
London Banking Day immediately following that Interest Determination
Date, that appear on the Designated LIBOR Page, as defined below, as of
11:00 a.m., London time, on that Interest Determination Date, if at
least two offered rates appear on the Designated LIBOR Page, except
that if the specified Designated LIBOR Page, by its terms provides only
for a single rate, that single rate will be used; or If "LIBOR
Telerate" is specified in the applicable Authentication Certificate,
the rate for deposits in the Index Currency having the Index Maturity
designated in the applicable Authentication Certificate, commencing on
the second London Banking Day immediately following that Interest
Determination Date or, if pounds sterling is the Index Currency,
commencing on that Interest Determination Date, that appears on the
Designated LIBOR Page at approximately 11:00 a.m., London time, on that
Interest Determination Date. If fewer than the required number of
offered rates appear, then the Calculation Agent will request the
principal London offices of each of four major reference banks in the
London interbank market, as selected by the Calculation Agent after
consultation with the Company, to provide the Calculation Agent with
its offered quotation for deposits in the Index Currency for the period
of the Index Maturity specified in the applicable Authentication
Certificate commencing on the second London Banking Day immediately
following the Interest Determination Date or, if pounds sterling is the
Index Currency, commencing on that Interest Determination Date, to
prime banks in the London interbank market at approximately 11:00 a.m.,
London time, on that Interest Determination Date and in a principal
amount that is representative of a single transaction in that Index
Currency in that market at that time. If at least two quotations are
provided, LIBOR determined on that Interest Determination Date will be
the average of those quotations. If fewer than two quotations are
provided, LIBOR will be determined for the applicable Interest Reset
Date as the average of the rates quoted at approximately 11:00 a.m.,
London time, or some other time specified in the applicable
Authentication Certificate, in the applicable Principal Financial
Center for the country of the Index Currency on that Interest Reset
Date, by three major banks in that Principal Financial Center selected
by the Calculation Agent, after consultation with the Company, for
loans in the Index Currency to leading European banks, having the Index
Maturity specified in the applicable Authentication Certificate and in
a principal amount that is representative of a single transaction in
that Index Currency in that market at that time. If the banks so
selected by the Calculation Agent are not quoting as mentioned in the
previous sentence, LIBOR in effect for the applicable period will be
the same as LIBOR for the immediately preceding Interest Reset Period,
or, if there was no Interest Reset Period, the rate of interest payable
will be the Initial Interest Rate.
The "Index Currency" means the currency specified in the
applicable Authentication Certificate as the currency for which LIBOR
will be calculated, or, if the Euro is substituted for that currency,
the Index Currency will be the Euro. If that currency is not specified
in the applicable Authentication Certificate, the Index Currency will
be United States dollars.
"Designated LIBOR Page" means either: if (i) "LIBOR Reuters"
is designated in the applicable Authentication Certificate, the display
on the Reuters Monitor Money Rates Service for the purpose of
displaying the London interbank rates of major banks for the applicable
Index Currency or its designated successor; or (ii) if "LIBOR Telerate"
is designated in the applicable Authentication Certificate, the display
on Bridge Telerate Inc., or any successor
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<PAGE>
service, on the page specified in the applicable Authentication
Certificate, or any other page as may replace that page on that
service, for the purpose of displaying the London interbank rates of
major banks for the applicable Index Currency.
If neither LIBOR Reuters nor LIBOR Telerate is specified in
the applicable Authentication Certificate, LIBOR for the applicable
Index Currency will be determined as if LIBOR Telerate were specified,
and, if the United States dollar is the Index Currency, as if Page 3750
had been specified.
Prime Rate Notes
----------------
Prime Rate Notes will bear interest at the interest rates
specified in the Prime Rate Notes and in the applicable Authentication
Certificate. That interest rate will be based on the Prime Rate and any
Spread or Spread Multiplier and will be subject to the Minimum Interest
Rate and the Maximum Interest Rate, if any.
The Prime Rate will be, for any Interest Determination Date,
the base lending rate on that date as published in H.15(519) under the
heading "Bank Prime Loan."
The following procedures will apply if the Prime Rate cannot
be determined as described above: If the rate is not published prior to
3:00 p.m., New York City time, on the Calculation Date, then the Prime
Rate will be the rate on that Interest Determination Date as published
in H.15 Daily Update under the heading "Bank Prime Loan." If the rate
is not published prior to 3:00 p.m., New York City time, on the
Calculation Date in either H.15(519) or the H.15 Daily Update, then the
Calculation Agent will determine the Prime Rate to be the average of
the rates of interest publicly announced by each bank that appears on
the Reuters Screen USPRIME 1 Page, as defined below, as that bank's
Prime Rate or base lending rate as in effect for that Interest
Determination Date. If fewer than four rates appear on the Reuters
Screen USPRIME 1 Page for that Interest Determination Date, the
Calculation Agent will determine the Prime Rate to be the average of
the Prime Rates quoted on the basis of the actual number of days in the
year divided by 360 as of the close of business on that Interest
Determination Date by at least three major banks in New York City
selected by the Calculation Agent, after consultation with the Company.
If the banks selected are not quoting as mentioned above, the Prime
Rate will remain the Prime Rate for the immediately preceding Interest
Reset Period, or, if there was no Interest Reset Period, the rate of
interest payable will be the Initial Interest Rate.
"Reuters Screen USPRIME 1 Page" means the display designated
as page "USPRIME 1" on the Reuters Monitor Money Rates Service, or any
successor service, or any other page as may replace the USPRIME 1 Page
on that service for the purpose of displaying Prime Rates or base
lending rates of major United States banks.
Treasury Rate Notes
-------------------
Treasury Rate Notes will bear interest at the interest rates
specified in the Treasury Rate Notes and in the applicable
Authentication Certificate. That interest rate will be
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<PAGE>
based on the Treasury Rate and any Spread or Spread Multiplier and will
be subject to the Minimum Interest Rate and the Maximum Interest Rate,
if any.
The Treasury Rate will be the rate from the auction held on
the applicable Interest Determination Date of direct obligations of the
United States, which are commonly referred to as "Treasury Bills,"
having the Index Maturity specified in the applicable Authentication
Certificate as that rate appears under the caption "INVESTMENT RATE" on
the display on Bridge Telerate, Inc., or any successor service, on page
56 or any other page as may replace page 56 on that service, referred
to as "Telerate Page 56," or page 57 or any other page as may replace
page 57 on that service, referred to as "Telerate Page 57."
The following procedures will apply if the Treasury Rate
cannot be determined as described above: If the rate described above is
not published by 3:00 p.m., New York City time, on the related
Calculation Date, the Bond Equivalent Yield, calculated as described
below, of the auction rate of the applicable Treasury Bills, announced
by the United States Department of the Treasury. In the event that the
rate referred to in the immediately preceding sentence is not announced
by the United States Department of the Treasury, or if the auction is
not held, the Bond Equivalent Yield of the rate on the applicable
Interest Determination Date of Treasury Bills having the Index Maturity
specified in the applicable Authentication Certificate published in
H.15(519) under the caption "U.S. Government Securities/ Treasury
Bills/ Secondary Market." If the rate referred to in the immediately
preceding sentence is not so published by 3:00 p.m., New York City
time, on the related Calculation Date, the rate on the applicable
Interest Determination Date calculated by the Calculation Agent as the
Bond Equivalent Yield of the average of the secondary market bid rates,
as of approximately 3:30 p.m., New York City time, on the applicable
Interest Determination Date, of three primary United States government
securities dealers, which may include the agent or its affiliates,
selected by the Calculation Agent, for the issue of Treasury Bills with
a remaining maturity closest to the Index Maturity specified in the
applicable Authentication Certificate. If the dealers selected by the
Calculation Agent are not quoting as mentioned in the immediately
preceding sentence, the Treasury Rate for the immediately preceding
Interest Reset Period, or, if there was no Interest Reset Period, the
rate of interest payable will be the Initial Interest Rate.
The "Bond Equivalent Yield" means a yield calculated in
accordance with the following formula and expressed as a percentage:
Bond Equivalent Yield = D x N x 100
------------------
360 - (D x M)
"D" refers to the applicable per annum rate for Treasury Bills
quoted on a bank discount basis; "N" refers to 365 or 366, as the case
may be; and "M" refers to the actual number of days in the interest
period for which interest is being calculated.
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Zero Coupon Notes
-----------------
The specific terms of any Zero Coupon Notes will be set forth
in the applicable Authentication Certificate.
(6) (a) Payment of principal of and any premium and interest
on Book-Entry Notes (as defined below) represented by any Global
Security (as defined below) will be made to the Depositary (as
specified below) or its nominee, as the case may be, as the sole
registered owner and the sole Holder of the Book-Entry Notes
represented thereby for all purposes under the Indenture.
(b) Unless otherwise specified in the applicable
Authentication Certificate, payments of interest and, in the case of
Amortizing Notes, principal with respect to any Certificated Note (as
defined below) payable in United States dollars (other than interest
and, in the case of Amortizing Notes, principal payment at Maturity
Date) will be made by check mailed to the Holder at the address of such
Holder appearing on the Security Register for the Notes on the
applicable Regular Record Date. A Holder of $10,000,000 or more in
aggregate principal amount of Certificated Notes with the same Interest
Payment Date shall be entitled to payment by wire transfer of
immediately available funds if appropriate payment instructions have
been received in writing by the Trustee not less than 15 calendar days
prior to the applicable Interest Payment Date. In the event that
payment is so made in accordance with instructions of the Holder, such
wire transfer shall be deemed to constitute full and complete payment
of such interest and principal on the Notes. Payment of the principal
of and any premium and interest due with respect to any Certificated
Note at the Maturity Date or any earlier Redemption Date or Repayment
Date will be made in immediately available funds against presentation
and surrender of such Note at the Corporate Trust Office of the Trustee
accompanied by wire transfer instructions, provided that the
Certificated Note is presented to the Trustee in time for the Trustee
to make payments in such funds in accordance with its normal
procedures.
(c) Unless otherwise specified in the applicable
Authentication Certificate, payments of principal and any premium and
interest with respect to any Certificated Note that is a Foreign
Currency Note, the Holder may elect to receive all or a portion of the
payments on those Foreign Currency Notes in United States dollars. To
do so, the Holder must send a written request to the Paying Agent as
follows: for payments of interest, on or prior to the fifth business
day after the applicable Regular Record Date; or for payments of
principal, at least 10 business days prior to the Maturity Date or any
earlier Redemption Date or Repayment Date. To revoke this election for
all or a portion of the payments on the Foreign Currency Notes, the
Holder must send written notice to the Paying Agent as follows: at
least 5 business days prior to the applicable Regular Record Date, for
payments of interest; or at least 10 calendar days prior to the
Maturity Date date or any earlier Redemption Date or Repayment Date,
for payments of principal. If the Holder does not elect to be paid in
United States dollars, the Paying Agent will pay the principal,
premium, if any, or interest, if any, on the Foreign Currency Notes by
wire transfer of immediately available funds in the Specified Currency
to the Holder's account at a bank located outside the United States,
and in the case of a Foreign Currency Note payable in Euros, in a
country for which the Euro is a lawful currency, if the Paying Agent
has received the
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<PAGE>
Holder's written wire transfer instructions not less than 15 calendar
days prior to the applicable payment date; or by check payable in the
Specified Currency mailed to the address of the person entitled to
payment that is specified in the Security Register, if the Holder has
not provided wire instructions. The Paying Agent will only pay the
principal of the Foreign Currency Notes, premium, if any, and interest,
if any, due at the Maturity Date or any earlier Redemption Date or
Repayment Date, upon surrender of the Foreign Currency Notes at the
office or agency of the Paying Agent.
The Exchange Rate Agent specified in the applicable
Authentication Certificate (the "Exchange Rate Agent") will convert the
Specified Currency into United States dollars for Holders who elect to
receive payments in United States dollars. The conversion will be based
on the highest bid quotation in New York City received by the Exchange
Rate Agent at approximately 11:00 a.m., New York City time, on the
second Business Day preceding the applicable payment date from three
recognized foreign exchange dealers for the purchase by the quoting
dealer of the Specified Currency for United States dollars for
settlement on the payment date, in the aggregate amount of the
Specified Currency payable to those Holders of Notes, and at which the
applicable dealer commits to execute a contract. One of the dealers
providing quotations may be the Exchange Rate Agent unless the Exchange
Rate Agent is an affiliate of the Company. If those bid quotations are
not available, payments will be made in the Specified Currency. The
Holders of Foreign Currency Notes will pay all currency exchange costs
by deductions from the amounts payable on the Foreign Currency Notes.
If the Specified Currency is unavailable, the Company may
satisfy its obligations to Holders of Foreign Currency Notes by making
those payments on the date of payment in United States dollars on the
basis of the noon dollar buying rate in New York City for the cable
transfers of the Specified Currency, published by the Federal Reserve
Bank of New York (the "Market Exchange Rate"). If that rate of exchange
is not then available or is not published for a Specified Currency, the
Market Exchange Rate will be based on the highest bid quotation in New
York City received by the Exchange Rate Agent at approximately 11:00
a.m., New York City time, on the second Business Day preceding the
applicable payment date from three recognized foreign exchange dealers
for the purchase by the quoting dealer of the Specified Currency for
United States dollars for settlement on the payment date in the
aggregate amount of the Specified Currency payable to those Holders of
Foreign Currency Notes and at which the applicable dealer commits to
execute a contract. One of the dealers providing quotations may be the
Exchange Rate Agent unless the Exchange Rate Agent is an affiliate of
the Company. If those bid quotations are not available, the Exchange
Rate Agent will determine the market exchange rate at its sole
discretion.
The foregoing provisions do not apply if a Specified Currency
is unavailable because it has been replaced by the Euro. If the Euro
has been substituted for a Specified Currency, the Company may, at its
option, or will, if required by applicable law, without consent of the
Holders of the affected Foreign Currency Notes, pay the principal,
premium, if any, or interest, if any, on any Foreign Currency Note
denominated in the Specified Currency in Euros instead of the Specified
Currency, in conformity with legally applicable measures taken pursuant
to, or by virtue of, the treaty established by the European Community,
as amended by the treaty
15
<PAGE>
on European Union. Any payment made in United States dollars or in
Euros as described above where required payment is in an unavailable
Specified Currency will not constitute an Event of Default under the
Indenture.
(7) (a) If a "make whole" redemption option is specified in
the applicable Authentication Certificate, the Notes will be redeemable
at the option of the Company at any time, at a redemption price equal
to the greater of (i) 100% of their principal amount and (ii) as
determined by the Quotation Agent, the sum of the present values of the
remaining scheduled payments of principal and interest thereon (not
including any portion of those payments of interest accrued as of the
Redemption Date) discounted to the Redemption Date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at
the Adjusted Treasury Rate, plus a number of basis points specified in
the Authentication Certificate plus, in each case, accrued and unpaid
interest on the Notes to the Redemption Date, but interest installments
whose maturity is on or prior to such Redemption Date will be payable
to the Holders of such Notes of record at the close of business on the
relevant Regular Record Dates referred to on the face thereof, all as
provided in the Indenture.
For purposes of determining the amount at which the Notes may
be redeemed pursuant to a "make whole" redemption option, the following
terms shall have the meanings set forth next to each of them below:
"Adjusted Treasury Rate" means, with respect to any
Redemption Date, the rate per annum equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date.
"Comparable Treasury Issue" means the United States
Treasury security selected by the Quotation Agent as having a
maturity comparable to the remaining term of the Notes to be
redeemed that would be used, at the time of a selection and in
accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to
the remaining term of the Notes.
"Quotation Agent" means the Reference Treasury Dealer
appointed by the Company to serve in that capacity.
"Comparable Treasury Price" means, with respect to
any Redemption Date, the average of the Reference Treasury
Dealer Quotations for such Redemption Date, after excluding
the highest and lowest Treasury Dealer Quotation, or if the
Trustee obtains fewer than three Reference Treasury Dealer
Quotations, the average of the quotations.
"Reference Treasury Dealer" means each of Banc of
America Securities LLC and Wachovia Securities, Inc. and any
other Reference Treasury Dealer
16
<PAGE>
specified in the applicable Authentication Certificate and
their respective successors; provided, however, that if either
of the foregoing shall cease to be a primary United States
government securities dealer (a "Primary Treasury Dealer"),
the Company shall substitute therefor another Primary Treasury
Dealer.
"Reference Treasury Dealer Quotations" means, with
respect to each Reference Treasury Dealer and any Redemption
Date, the average, as determined by the Company, of the bid
and asked prices for the Comparable Treasury Issue (expressed,
in each case, as a percentage of its principal amount) quoted
in writing to the Trustee by such Reference Treasury Dealer at
5:00 p.m. on the third Business Day preceding such Redemption
Date.
(b) If so specified in the applicable Authentication
Certificate, the Notes will be redeemable at the option of the Company
on the date or dates prior to the Maturity Date specified in the
applicable Authentication Certificate at the price or prices
("Redemption Prices") specified in the applicable Authentication
Certificate (unless otherwise specified in such Authentication
Certificate, expressed as a percentage of the principal amount of such
Note or, in the case of Zero Coupon Notes or certain interest bearing
Notes issued as Original Issue Discount Notes (as specified in the
applicable Authentication Certificate), as a percentage of the
Amortized Face Amount (as defined below) of such Note as described in
Paragraph 13 below), together with accrued interest, if any, to the
Redemption Date (or, in the case of any interest bearing Note issued as
an Original Issue Discount Note, any accrued but unpaid "qualified
stated interest" payments (as defined in Paragraph 13 below) and the
redemption period or periods during which such Redemption Prices shall
apply.
(c) Unless otherwise specified in the applicable
Authentication Certificate, the Company may redeem any of the Notes
which are redeemable and remain outstanding either in whole or from
time to time in part upon the terms and conditions set forth in Article
Eleven of the Indenture.
(8) Unless otherwise specified in the applicable
Authentication Certificate, the Company shall not be obligated to
redeem or purchase any Note pursuant to any sinking fund or analogous
provision, or at the option of the Holder, before its Maturity Date. If
the applicable Authentication Certificate specifies one or more dates
on which a Note may be repayable at the option of the Holder
("Repayment Date"), the Note will be repayable at the Holder's option
on the specified Repayment Dates at the specified repayment price.
Unless otherwise specified in the applicable Authentication
Certificate, the repayment price will be equal to 100% of the principal
amount of the Note, together with accrued interest to the date of
repayment. For Notes issued with Original Issue Discount, the
Authentication Certificate will specify the amount payable upon
repayment.
If applicable, the repayment option may be exercised by the
Holder of a Note for less than the entire principal amount of that
Note, but in that event, the principal amount remaining outstanding
after repayment must be in an authorized denomination. In the event of
17
<PAGE>
repayment of a Note in part only, a new Note or Notes of this series
and of like tenor for the unpurchased portion thereof will be issued in
the name of the Holder upon cancellation.
For the Company to repay a Note, the Paying Agent must receive
at least 15 days but not more than 30 days prior to the Repayment Date:
(i) the Note with the form entitled "Option to Elect Repayment" on the
reverse of the Note duly completed; or (ii) a telegram, telex,
facsimile transmission or a letter from a broker-dealer, commercial
bank or trust company in the United States setting forth the name of
the Holder, the principal amount of the Note, the principal amount of
the Note to be repaid, the certificate number or a description of the
tenor and terms of the Note, a statement that the option to elect
repayment is being exercised and a guarantee that the Note to be
repaid, together with the duly completed form entitled "Option to Elect
Repayment" on the reverse of the Note; provided, however, that the
telegram, telex, facsimile transmission or letter will only be
effective if that Note and completed form are received by the Paying
Agent by the fifth Business Day after the date of that telegram, telex,
facsimile transmission or letter.
If Notes of any series are subject to repayment in whole or in
part at the option of the Holders, the Company, on or before the
Repayment Date, will deposit with the Trustee or with a Paying Agent
(or, if the Company is acting as its own Paying Agent, segregate and
hold in trust as provided in Section 1003 of the Indenture) an amount
of money sufficient to pay the principal (or, if so provided by the
terms of the Notes of any series, a percentage of the principal) of,
and (except if the Repayment Date shall be an Interest Payment Date)
accrued interest on, all the Notes or portions thereof, as the case may
be, to be repaid on such date.
Exercise of the repayment option by the Holder of a Note will
be irrevocable. The Holder may exercise the repayment option for less
than the entire principal amount of the Note. In that event, the
principal amount of the Note remaining outstanding after repayment must
be an authorized denomination.
If a Note is represented by a Global Security, the Depositary
or its nominee will be the Holder of the Note and therefore will be the
only entity that can exercise a right to repayment.
(9) Unless otherwise specified in the applicable
Authentication Certificate, Notes of such series, other than Foreign
Currency Notes shall be issued only in denominations of $1,000 and any
integral multiple of $1,000 in excess thereof. Foreign Currency Notes
will be issued in the denominations of the equivalency of $1,000,
rounded to an integral multiple of 1,000 units of the Specified
Currency, or any larger integral multiple of 1,000 units of the
Specified Currency, as determined by reference to the Market Exchange
Rate on the Business Day immediately preceding the date of issuance.
(10) The Notes may be issued with the principal amount thereof
payable at the Maturity Date or any earlier Redemption Date or
Repayment Date, or the interest payable on any Interest Payment Date,
or both, to be determined with reference to securities, financial or
non-financial indices, currencies, commodities, interest rates, or
composites or baskets of any or all of
18
<PAGE>
the foregoing set forth in the applicable Authentication Certificate.
The Authentication Certificate will include information about the
formula for calculating the amount of interest and/or principal
payments as well as the indexed item or items that will be used.
(11) The Notes may be denominated, and payments of principal
of and interest on the Notes will be made, in United States dollars or
in such foreign currencies or composite currencies (a "Specified
Currency") as may be specified in the applicable Authentication
Certificate (each such Note denominated in a Specified Currency other
than United States dollars, a "Foreign Currency Note").
(13) The portion of the principal amount of the Notes, other
than Original Issue Discount Notes (including any Zero Coupon Notes)
which shall be payable upon declaration of acceleration of maturity
thereof shall not be other than the principal amount thereof. Unless
otherwise specified in the applicable Authentication Certificate, the
portion of the principal amount of Zero Coupon Notes and certain
interest bearing Notes issued as Original Issue Discount Notes (as
specified in the applicable Authentication Certificate) payable upon
any acceleration of the maturity thereof will be the Amortized Face
Amount (as defined below) thereof, and the amount payable to the Holder
of such Original Issue Discount Note upon any redemption thereof will
be the applicable percentage of the Amortized Face Amount thereof
specified in the applicable Authentication Certificate, in each case as
determined by the Company plus, in the case of any interest bearing
Note issued as an Original Issue Discount Note, any accrued but unpaid
"qualified stated interest" payments (as defined in the Treasury
Regulations regarding original issue discount issued by the Treasury
Department (the "Regulations")). The "Amortized Face Amount" of an
Original Issue Discount Note is equal to the sum of (i) the Issue Price
(as defined below) of such Original Issue Discount Note and (ii) that
portion of the difference between the Issue Price and the principal
amount of such Original Issue Discount Note that has been amortized at
the Stated Yield (as defined below) of such Original Issue Discount
Note (computed in accordance with Section 1272(a)(4) of the Internal
Revenue Code of 1986, as amended, and Section 1.1275-1(b) of the
Regulations, in each case as in effect on the issue date of such
Original Issue Discount Note) at the date as of which the Amortized
Face Amount is calculated, but in no event can the Amortized Face
Amount exceed the principal amount of such Note due at the Maturity
Date thereof. As used in the preceding sentence, the term "Issue Price"
means the principal amount of such Original Issue Discount Note due at
the Maturity Date thereof less the original issue discount of such
Original Issue Discount Note specified on the face thereof and in the
applicable Authentication Certificate. The term "Stated Yield" of such
Original Issue Discount Note means the yield to maturity specified on
the face of such Original Issue Discount Note and in the applicable
Authentication Certificate for the period from the original issue date
of such Original Issue Discount Note, as specified on the face of such
Original Issue Discount Note and in the applicable Authentication
Certificate, to the Maturity Date thereof based on its Issue Price and
principal amount payable at the Maturity Date thereof.
(15) Unless otherwise specified in the applicable
Authentication Certificate, the Notes shall be defeasible pursuant to
Sections 1302 and 1303 of the Indenture.
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<PAGE>
(16) Each Note will be represented by either a global security
(a "Global Security") registered in the name of the Depositary or its
nominee (each such Note represented by a Global Security being herein
referred to as a "Book-Entry Note") or a certificate issued in
definitive registered form, without coupons (a "Certificated Note"), as
set forth in the applicable Authentication Certificate. Unless
otherwise specified in the applicable Authentication Certificate, The
Depository Trusty Company will act as Depositary. Except as provided in
the applicable Authentication Certificate, the Global Securities shall
bear the legends set forth on Exhibits A, B, C and D hereto. Except as
provided in Section 305 of the Indenture or the applicable
Authentication Certificate, Book-Entry Notes will not be issuable in
certificated form and will not be exchangeable or transferable. So long
as the Depositary or its nominee is the registered holder of any Global
Security, the Depositary or its nominee, as the case may be, will be
considered the sole Holder of the Book-Entry Note or Notes represented
by such Global Security for all purposes under the Indenture and the
Notes.
(17) Unless otherwise specified in the applicable
Authentication Certificate, the Notes shall be subject to the Events of
Default specified in Section 501, paragraphs (1) through (7), of the
Indenture.
(18) Unless otherwise specified in the applicable
Authentication Certificate, the Notes shall be subject to the
restrictive covenants specified in Article Ten of the Indenture.
(19) Subject to the terms of the Indenture and the resolutions
and authorizations referred to in the first paragraph hereof, the Notes
shall have such other terms (which may be in addition to or different
from the terms set forth herein) as are specified in the applicable
Authentication Certificate.
B. Establishment of Form of Security Pursuant to Section 201 of
Indenture. It is hereby established pursuant to Section 201 of the Indenture
that the Notes denominated and payable in United States dollars (whether
Book-Entry Notes or Certificated Notes) shall be substantially in the forms
attached as Exhibits A, B, C and D hereto, unless a different form is provided
in the applicable Authentication Certificate (which Authentication Certificate
shall be an "Officers' Certificate" satisfying the requirements of Section 201
of the Indenture). The Notes shall have such additional terms as shall be set
forth in the applicable Authentication Certificate and delivered to the Trustee
or its authenticating agent. Upon receipt (including by facsimile) of such
Authentication Certificate, the Trustee or its authenticating agent is hereby
instructed to insert such terms on the face of the Notes relating thereto.
C. Establishment of Procedures for Authentication of Notes Pursuant to
Section 303 of the Indenture. It is hereby ordered pursuant to Section 303 of
the Indenture that Notes may be authenticated by the Trustee and issued in
accordance with the Administrative Procedures attached hereto as Exhibit E and
upon receipt by the Trustee (including by facsimile) of an Authentication
Certificate supplemental to this Officers' Certificate and Company Order, in
substantially the form attached as Exhibit F hereto (an "Authentication
Certificate"), setting forth the information specified or contemplated therein
for the particular Notes to be authenticated and issued.
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<PAGE>
D. Certification Pursuant to Section 102 of the Indenture. The
undersigned have read the pertinent sections of the Indenture, including
Sections 201, 301 and 303 thereof and the definitions in the Indenture relating
thereto, and certain other corporate documents and records. In the opinion of
the undersigned, the undersigned have made such examination or investigation as
is necessary to enable the undersigned to express an informed opinion as to
whether or not the conditions precedent to (i) the establishment of (a) a series
of Securities, and (b) the form of such Securities, and (ii) the authentication
and delivery of such series of Securities, contained in the Indenture have been
complied with. In the opinion of the undersigned, such conditions have been
complied with.
21
<PAGE>
IN WITNESS WHEREOF, we have hereunto signed our names on behalf of the
Company.
Dated: November 10, 2000
DARDEN RESTAURANTS, INC.
By:
----------------------------------
Clarence Otis, Jr.
Senior Vice President and
Chief Financial Officer
By:
----------------------------------
William R. White, III
Vice President and Treasurer
22
<PAGE>
EXHIBIT A
REGISTERED NO. REGISTERED PRINCIPAL
CUSIP NO.___________ AMOUNT: U.S. $______
DARDEN RESTAURANTS, INC.
Medium-Term Note, Series A
([Global] Fixed Rate Note)
[Insert if the Security is to be a Global Security--Unless this certificate is
presented by an authorized representative of The Depository Trust Company, a New
York corporation ("DTC"), to the Company or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee thereof. This Security may not be exchanged in whole or in part for a
Security registered, and no transfer of this Security in whole or in part may be
registered, in the name of any Person other than such Depositary or a nominee
thereof, except in the limited circumstances described in the Indenture.]
ORIGINAL ISSUE DATE: MATURITY DATE:
INTEREST RATE: REDEMPTION TERMS:
INTEREST PAYMENT DATES: REPAYMENT TERMS:
REGULAR RECORD DATES: OTHER TERMS:
<PAGE>
Darden Restaurants, Inc., a corporation duly organized and existing
under the laws of Florida (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to
or registered assigns, the principal sum of ______________Dollars ($________) on
the Maturity Date shown above, or together with any premium thereon, upon any
applicable Redemption Date or Repayment Date referred to above, and to pay
interest thereon on each Interest Payment Date shown above from the Original
Issue Date shown above or from and including the most recent Interest Payment
Date to which interest has been paid or duly provided, commencing with the
Interest Payment Date immediately following the Original Issue Date, at the rate
per annum equal to the Interest Rate shown above, until the principal hereof is
paid or made available for payment; provided, however, that if the Original
Issue Date is after a Regular Record Date and on or before the immediately
following Interest Payment Date, interest payments will commence on the Interest
Payment date following the next succeeding Regular Record Date. The amount of
interest payable for any period shall be computed on the basis of twelve 30-day
months and a 360-day year. The amount of interest payable for any partial period
shall be computed on the basis of a 360-day year of twelve 30-day months and the
days elapsed in any partial month. 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 Notes) is registered at the close of business on the Regular Record
Date for such interest, which shall be on the Regular Record Date shown above
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date; provided, however, that interest payable on the Maturity
Date of this Note or any applicable Redemption Date or Repayment Date that is
not an Interest Payment Date shall be payable to the Person to whom principal
shall be payable. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to the Holder of this Note 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 or
automated quotation system on which the Notes of this series may be listed or
traded, and upon such notice as may be required by such exchange or automated
quotation system, all as more fully provided in said Indenture. In the event
that any Interest Payment Date or the Maturity Date or any applicable Redemption
Date or Repayment Date is not a Business Day, the interest and, with respect to
the Maturity Date or any applicable Redemption Date or Repayment Date, principal
(and premium, if any) otherwise payable on such date will be paid on the next
succeeding Business Day with the same force and effect as if made on such
Interest Payment Date, Maturity Date, Redemption Date or Repayment Date.
"Business Day" means with respect to this Note, any day, other than a Saturday
or Sunday, which is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or regulation to close in New
York City.
Payment of principal of (and premium, if any) and interest on any Note
that is represented by a Global Security shall be made to The Depository Trust
Company or its
-2-
<PAGE>
nominee, as the case may be, as the sole registered owner and the sole Holder of
the Global Security represented thereby for all purposes under the Indenture.
Payment of interest on any Note (that is not a Global Security) shall
be made by check mailed to the Holder at the address of such Holder appearing on
the Security Register for the Notes on the applicable Regular Record Date. A
Holder of $10,000,000 or more in aggregate principal amount of such Notes with
the same Interest Payment Date shall be entitled to payment by wire transfer of
immediately available funds if appropriate payment instructions have been
received in writing by the Trustee not less than 15 calendar days prior to the
applicable Interest Payment Date. In the event that payment is so made in
accordance with instructions of the Holder, such wire transfer shall be deemed
to constitute full and complete payment of such interest on this Note. Payment
of the principal of (and premium, if any) and interest due with respect to any
Note (that is not a Global Security) at the Maturity Date or any applicable
Redemption Date or Repayment Date shall be made in immediately available funds
against presentation and surrender of such Note at the Corporate Trust Office of
the Trustee accompanied by wire transfer instructions, provided that such Note
is presented to the Trustee in time for the Trustee to make payments in such
funds in accordance with its normal procedures.
Payment of the principal of (and premium, if any) and interest on this
Note will be made in such coin or currency of the United States of America as at
the time of payment is legal for payment of public and private debts.
Reference is hereby made to the further provisions of this Note set
forth below, which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to below by manual signature, this Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: ______________
DARDEN RESTAURANTS, INC.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
Attest:
--------------------------------------
Title:
--------------------------------
-3-
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
WELLS FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION (formerly known as Norwest Bank
Minnesota, National Association), as Trustee
By:
-----------------------------------------
Name:
---------------------------------------
Authorized Officer
STATE OF ____________)
COUNTY OF __________)
On the ____ day of ___________, _____, personally appeared
_____________________, as the _________________________ of Darden Restaurants,
Inc. (the "Company"), a Florida corporation, and before me executed this
[Global] Certificate for the Company's Medium-Term Notes, Series A ([Global]
Fixed Rate Note), payable by Darden Restaurants, Inc. to the payee hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal, in
the state and county aforesaid.
--------------------------------------
Signature of Notary Public,
State of _________
[______________]
Personally known:
Produced Identification:
Type of Identification:
(Notary Seal)
-4-
<PAGE>
DARDEN RESTAURANTS, INC.
Medium-Term Note, Series A
([Global] Fixed Rate Note)
This Note is one of a duly authorized issue of securities of the
Company (herein called the "Notes"), issued or to be issued in one or more
series under an Indenture, dated as of January 1, 1996 (herein called the
"Indenture," which term shall have the meaning assigned to it in such
instrument), between the Company and Wells Fargo Bank Minnesota, National
Association (formerly known as Norwest Bank Minnesota, National Association), as
Trustee (herein called the "Trustee," which term includes any successor trustee
under the Indenture), and reference is hereby made to the Indenture, an
Officers' Certificate of the Company establishing certain terms of the Notes
pursuant to Section 301 of the Indenture and all indentures supplemental thereto
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, 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. By the
terms of the Indenture, additional Securities of this series and of other
separate series, which may vary as to date, amount, Stated Maturity, interest
rate or method of calculating the interest rate and in other respects as therein
provided, may be issued in an unlimited principal amount.
If a Redemption Commencement Date or periods within which Redemption
Dates may occur and the related Redemption Prices (expressed as percentages of
the principal amount of this Note) are set forth under "Redemption Terms," this
Note is subject to redemption prior to the Maturity Date upon not less than 30
nor more than 60 days' notice by mail to the Person in whose name this Note is
registered at such address as shall appear in the Security Register for the
Notes, on any Redemption Date so specified or occurring within any period so
specified, as a whole or in part, at the election of the Company, at the
applicable Redemption Price so specified, together in the case of any such
redemption with accrued and unpaid interest on the Note to the Redemption Date;
provided, however, that installments of interest whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holder of this Note (or one
or more predecessor Notes) at the close of business on the relevant Regular
Record Dates referred to above, all as provided in the Indenture.
If a "make whole" redemption option is specified under "Redemption
Terms," this Note is subject to redemption prior to the Maturity Date upon not
less than 30 nor more than 60 days' notice by mail to the Person in whose name
this Note is registered at such address as shall appear in the Security Register
for the Notes, at any time, as a whole or in part, at the election of the
Company, at a Redemption Price equal to the greater of (i) 100% of the principal
amount or (ii) as determined by the Quotation Agent, the sum of the present
values of the remaining scheduled payments of principal and interest thereon
discounted to the Redemption Date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus a
number of basis points specified under "Redemption Terms," plus, in each case,
accrued and unpaid interest on the Note to the Redemption Date; provided,
however, that installments of interest whose maturity is on or prior to such
Redemption Date will be payable to the Holder of this Note (or one or more
predecessor Notes) at the close of business on the relevant Regular Record Dates
referred to above, all as provided in the Indenture.
-5-
<PAGE>
For purposes of determining the amount at which this Note may be
redeemed pursuant to a "make whole" redemption, the following terms shall have
the meanings set forth next to each of them below:
"Adjusted Treasury Rate" means, with respect to any Redemption Date,
the rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price of the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of the Securities of this series to be redeemed that would be used, at the
time of a selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Securities of this series.
"Quotation Agent" means the Reference Treasury Dealer appointed by the
Company to serve in that capacity.
"Comparable Treasury Price" means, with respect to any Redemption Date,
the average of the Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest Treasury Dealer Quotation, or if
the Trustee obtains fewer than three Reference Treasury Dealer Quotations, the
average of the Quotations.
"Reference Treasury Dealer" means each of Banc of America Securities
LLC and Wachovia Securities, Inc. and their respective successors; provided,
however, that if either of the foregoing shall cease to be a primary United
States government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company shall substitute therefore another Primary Treasury
Dealer.
"Reference Treasury Dealer Quotation" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average as determined by
the Trustee, of the bid and asked prices of the Comparable Treasury Issue
(expressed, in each case, as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such Redemption Date.
In the event of redemption of this Note in part only, a new Note of
this series and of like tenor of an authorized denomination for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.
Unless otherwise specified above under "Repayment Terms," the Company
shall not be obligated to redeem or purchase this Note pursuant to any sinking
fund or analogous provision or at the option of the Holder before the Maturity
Date. If a Repayment Date or periods within which Repayment Dates may occur and
the related Repayment Prices (expressed as percentages of the principal amount
of this Note) are set forth above under "Repayment Terms," this Note is subject
to repayment at the option of the Holder hereof prior to the Maturity Date upon
such terms as are set forth above under "Repayment Terms." For the Company to
repay a Note, the Paying Agent must receive at least 15 days but not more than
30 days prior to the Repayment Date: (i) the Note with the form entitled "Option
to Elect Repayment" on the reverse of the Note
-6-
<PAGE>
duly completed; or (ii) a telegram, telex, facsimile transmission or a letter
from the broker-dealer, commercial bank or trust company in the United States
setting forth the name of the Holder, the principal amount of the Note, the
principal amount of the Note to be repaid, the certificate number or a
description of the tenor and terms of the Note, a statement that the option to
elect repayment is being exercised and a guarantee that the Note to be repaid,
together with the duly completed form entitled "Option to Election Repayment" on
the reverse of the Note; provided however, that the telegram, telex, facsimile
transmission or letter will only be effective if that Note and completed form
are received by the Paying Agent by the fifth Business Day after the date of
that telegram, telex, facsimile transmission or letter. Exercise of the
repayment option by the Holder of a Note will be irrevocable. The Holder may
exercise the repayment option for less than the entire principal amount of the
Note. In the event of repayment of this Note in part only, a new Note of this
series and of like tenor of an authorized denomination of the portion hereof not
repaid will be issued in the name of the Holder hereof upon the cancellation
hereof.
The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Note or certain restrictive covenants and Events of
Default with respect to this Note, in each case upon compliance with certain
conditions set forth in the Indenture.
If an Event of Default with respect to Notes of this series shall occur
and be continuing, the principal of all the Notes of this series may (subject to
the conditions set forth in the Indenture) be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of the Securities at the time Outstanding of each series to be affected and, for
certain purposes, without the consent of the Holders of any Securities at the
time Outstanding. The Indenture also contains provisions permitting the Holders
of specified percentages in aggregate principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not notation of such consent or waiver is made upon this
Note.
As provided in and subject to the provisions of the Indenture, the
Holder of this Note shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Notes of this series, the Holders of not less than 25% in principal amount of
the Notes of this series at the time Outstanding shall have made written request
to the Trustee to institute proceedings in respect of such Event of Default as
Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not
have received from the Holders of a majority in principal
-7-
<PAGE>
amount of the Notes of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Note for the enforcement of any payment of principal hereof or any premium
or interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Register,
upon surrender of this Note for registration of transfer at the office or agency
of the Company 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, of
like tenor and of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
Unless otherwise set forth above under "Other Terms," the Notes of this
series are issuable only in registered form without coupons in denominations of
$1,000 and any amount in excess thereof which is an integral multiple of $1,000.
As provided in the Indenture and subject to certain limitations (including, if
this Note is a Global Security, certain additional limitations) therein set
forth, Notes of this series are exchangeable for a like aggregate principal
amount of Notes of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
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.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered in the Security Register as the
owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
This Note may have such additional or different terms as are set forth
above under "Other Terms." Any terms so set forth shall be deemed to modify
and/or supersede, as necessary, any other terms set forth in this Note.
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
All terms used in this Note which are defined in the Indenture and are
not otherwise defined herein shall have the meanings assigned to them in the
Indenture.
-8-
<PAGE>
Abbreviations
The following abbreviations, when used in the inscription above, shall
be construed as though they were written out in full according to applicable
laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - ________________ Custodian _____________
(Cust) (Minor)
under Uniform Gifts to Minors Act
-------------------------
(State)
Additional abbreviations may also be used though not in the above list.
-9-
<PAGE>
Assignment
FOR VALUE RECEIVED, the undersigned 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
Including Postal Zip Code of Assignee)
the within Security and all rights thereunder, and hereby irrevocably
constitutes and appoints
---------------------------------------------------------------------
to transfer said Security on the books of the Company, with full power of
substitution in the premises.
Dated:
Signature Guaranteed
----------------------------------- -----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of the within Security in
every particular, without alteration or
enlargement or any change whatever.
-10-
<PAGE>
Option to Elect Payment
The undersigned hereby irrevocably requests and instructs the Company
to repay the within Note (or portion thereof specified below) pursuant to its
terms at the applicable Repayment Price, together with interest to the Repayment
Date, to the undersigned at:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please Print or Typewrite Name and Address
Including Postal Zip Code of undersigned)
If less than the entire principal amount of the within Note is to
repaid, specify the portion thereof which the undersigned elects to have
prepaid:
_______________________________________________; and specify the denomination or
denominations (which shall not be less than the minimum authorized denomination)
of the Notes to be issued to the undersigned for the portion of the within Note
not being repaid (in the absence of any such specifications, one such Note will
be issued for the portion not being repaid): ______________________________
Dated:
Signature Guaranteed
----------------------------------- -----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of the within Security in
every particular, without alteration or
enlargement or any change whatever.
-11-
<PAGE>
EXHIBIT B
REGISTERED NO. REGISTERED PRINCIPAL
CUSIP NO.___________ AMOUNT: U.S. $______
DARDEN RESTAURANTS, INC.
Medium-Term Note, Series A
([Global] Floating Rate Note)
[Insert if the Security is to be a Global Security--Unless this certificate is
presented by an authorized representative of The Depository Trust Company, a New
York corporation ("DTC"), to the Company or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized
representative of 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.
This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee thereof. This Security may not be exchanged in whole or in part for a
Security registered, and no transfer of this Security in whole or in part may be
registered, in the name of any Person other than such Depositary or a nominee
thereof, except in the limited circumstances described in the Indenture.]
ORIGINAL ISSUE DATE: MATURITY DATE:
INITIAL INTEREST RATE: INTEREST PAYMENT DATES:
BASE RATE (and, if applicable, related REGULAR RECORD DATES:
Interest Periods):
[ ] CD Rate
[ ] Commercial Paper Rate INTEREST RESET DATES:
[ ] EURIBOR
[ ] Federal Funds Rate
[ ] LIBOR CALCULATION DATES:
[ ] Prime Rate
[ ] Treasury Rate
[ ] Other (see "Other Terms")
<PAGE>
INDEX CURRENCY: REDEMPTION TERMS:
INDEX MATURITY:
MAXIMUM INTEREST RATE: REPAYMENT TERMS:
MINIMUM INTEREST RATE:
SPREAD: CALCULATION AGENT:
SPREAD MULTIPLIER: OTHER TERMS:
Darden Restaurants, Inc., a corporation duly organized and existing
under the laws of Florida (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to
or registered assigns, the principal sum of ________________________Dollars
($________) on the Maturity Date shown above, or together with any premium
thereon, upon any applicable Redemption Date or Repayment Date referred to
above, and to pay interest thereon on each Interest Payment Date shown above
from the Original Issue Date shown above or from and including the most recent
Interest Payment Date to which interest has been paid or duly provided,
commencing with the Interest Payment Date immediately following the Original
Issue Date, at the rate per annum determined in accordance with the provisions
below relating to the applicable Base Rate specified above, until the principal
hereof is paid or made available for payment; provided, however, that if the
Original Issue Date is after a Regular Record Date and on or before the
immediately following Interest Payment Date, interest payments will commence on
the Interest Payment date following the next succeeding Regular Record Date. 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 Notes) is registered at the close of
business on the Regular Record Date for such interest, which shall be on the
Regular Record Date shown above (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date; provided, however, that interest
payable on the Maturity Date of this Note or any applicable Redemption Date or
Repayment Date that is not an Interest Payment Date shall be payable to the
Person to whom principal shall be payable. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Note (or one or more Predecessor Notes) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to the Holder of this Note 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 or automated quotation system on which the Notes of this series may be
listed or traded, and upon such notice as may be required by such exchange or
automated quotation system, all as more fully provided in said Indenture. In the
event that the Maturity Date or any applicable Redemption Date or Repayment Date
is not a Business Day, the principal (and premium, if any) otherwise payable on
such date will be paid on the next succeeding Business Day with the same force
and effect as if made on such Maturity
-2-
<PAGE>
Date, Redemption Date or Repayment Date. In the event that any Interest Payment
Date, other than the Maturity Date or any earlier Redemption Date or Repayment
Date, is not a Business Day, interest otherwise payable on such date will be
paid on the next succeeding Business Day with the same force and effect as if
made on such Interest Payment Date, except that, in the case of a EURIBOR Note
or of a LIBOR Note, if that Business Day would fall in the next calendar month,
the Interest Payment Date will be the immediately preceding Business Day.
"Business Day" means with respect to this Note, any day, other than a Saturday
or Sunday, which is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or regulation to close in New
York City; provided, however, that if this Note is a LIBOR Note, the day must
also be a London Banking Day. "London Banking Day" means any day on which
dealings in deposits in the relevant Index Currency specified above are
transacted in the London interbank market.
Payment of principal of (and premium, if any) and interest on any Note
that is represented by a Global Security shall be made to The Depository Trust
Company or its nominee, as the case may be, as the sole registered owner and the
sole Holder of the Global Security represented thereby for all purposes under
the Indenture.
Payment of interest on any Note (that is not a Global Security) shall
be made by check mailed to the Holder at the address of such Holder appearing on
the Security Register for the Notes on the applicable Regular Record Date. A
Holder of $10,000,000 or more in aggregate principal amount of such Notes with
the same Interest Payment Date shall be entitled to payment by wire transfer of
immediately available funds if appropriate payment instructions have been
received in writing by the Trustee not less than 15 calendar days prior to the
applicable Interest Payment Date. In the event that payment is so made in
accordance with instructions of the Holder, such wire transfer shall be deemed
to constitute full and complete payment of such interest on this Note. Payment
of the principal of (and premium, if any) and interest due with respect to any
Note (that is not a Global Security) at the Maturity Date or any applicable
Redemption Date or Repayment Date shall be made in immediately available funds
against presentation and surrender of such Note at the Corporate Trust Office of
the Trustee accompanied by wire transfer instructions, provided that such Note
is presented to the Trustee in time for the Trustee to make payments in such
funds in accordance with its normal procedures.
Payment of the principal of (and premium, if any) and interest on this
Note will be made in such coin or currency of the United States of America as at
the time of payment is legal for payment of public and private debts.
Reference is hereby made to the further provisions of this Note set
forth below, which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to below by manual signature, 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 under its corporate seal.
Dated: ______________
DARDEN RESTAURANTS, INC.
By:
-----------------------------
Name:
---------------------------
Title:
-------------------------
Attest:
--------------------------------------
Title:
--------------------------------
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
WELLS FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION (formerly known as Norwest Bank
Minnesota, National Association), as Trustee
By:
----------------------------------------
Name:
--------------------------------------
Authorized Officer
STATE OF ____________)
COUNTY OF __________)
On the ____ day of ___________, _____, personally appeared
_____________________, as the _________________________ of Darden Restaurants,
Inc. (the "Company"), a Florida corporation, and before me executed this
[Global] Certificate for the Company's Medium-Term Notes, Series A ([Global]
Floating Rate Note), payable by Darden Restaurants, Inc. to the payee hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal, in
the state and county aforesaid.
-----------------------------------------
Signature of Notary Public,
State of _________
[______________]
Personally known:
Produced Identification:
Type of Identification:
(Notary Seal)
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DARDEN RESTAURANTS, INC.
Medium-Term Note, Series A
([Global] Floating Rate Note)
This Note is one of a duly authorized issue of securities of the
Company (herein called the "Notes"), issued or to be issued in one or more
series under an Indenture, dated as of January 1, 1996 (herein called the
"Indenture," which term shall have the meaning assigned to it in such
instrument), between the Company and Wells Fargo Bank Minnesota, National
Association (formerly known as Norwest Bank Minnesota, National Association), as
Trustee (herein called the "Trustee," which term includes any successor trustee
under the Indenture), and reference is hereby made to the Indenture, an
Officers' Certificate of the Company establishing certain terms of the Notes
pursuant to Section 301 of the Indenture and all indentures supplemental thereto
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, 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. By the
terms of the Indenture, additional Securities of this series and of other
separate series, which may vary as to date, amount, Stated Maturity, interest
rate or method of calculating the interest rate and in other respects as therein
provided, may be issued in an unlimited principal amount.
Redemption and Repayment
If a Redemption Commencement Date or periods within which Redemption
Dates may occur and the related Redemption Prices (expressed as percentages of
the principal amount of this Note) are set forth under "Redemption Terms," this
Note is subject to redemption prior to the Maturity Date upon not less than 30
nor more than 60 days' notice by mail to the Person in whose name this Note is
registered at such address as shall appear in the Security Register for the
Notes, on any Redemption Date so specified or occurring within any period so
specified, as a whole or in part, at the election of the Company, at the
applicable Redemption Price so specified, together in the case of any such
redemption with accrued and unpaid interest on the Note to the Redemption Date;
provided, however, that installments of interest whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holder of this Note (or one
or more predecessor Notes) at the close of business on the relevant Regular
Record Dates referred to above, all as provided in the Indenture.
If a "make whole" redemption option is specified under "Redemption
Terms," this Note is subject to redemption prior to the Maturity Date upon not
less than 30 nor more than 60 days' notice by mail to the Person in whose name
this Note is registered at such address as shall appear in the Security Register
for the Notes, at any time, as a whole or in part, at the election of the
Company, at a Redemption Price equal to the greater of (i) 100% of the principal
amount and (ii) as determined by the Quotation Agent, the sum of the present
values of the remaining scheduled payments of principal and interest thereon
discounted to the Redemption Date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months for CD Rate Notes, Commercial Paper Rate
Notes, EURIBOR Notes, Federal Funds Rate Notes, LIBOR Notes (except for LIBOR
Notes denominated in pounds sterling) and Prime Rate Notes; a 365-day year in
the case of LIBOR Notes denominated in pounds sterling; or the actual number of
days in each year in the case of Treasury Rate Notes) at the Adjusted Treasury
Rate, plus a number of
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basis points specified under "Redemption Terms," plus, in each case, accrued and
unpaid interest on the Note to the Redemption Date; provided, however, that
installments of interest whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holder of this Note (or one or more predecessor
Notes) at the close of business on the relevant Regular Record Dates referred to
above, all as provided in the Indenture.
For purposes of determining the amount at which this Note may be
redeemed pursuant to a "make whole" redemption, the following terms shall have
the meanings set forth next to each of them below:
"Adjusted Treasury Rate" means, with respect to any Redemption Date,
the rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price of the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of the Securities of this series to be redeemed that would be used, at the
time of a selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Securities of this series.
"Quotation Agent" means the Reference Treasury Dealer appointed by the
Company to serve in that capacity.
"Comparable Treasury Price" means, with respect to any Redemption Date,
the average of the Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest Treasury Dealer Quotation, or if
the Trustee obtains fewer than three Reference Treasury Dealer Quotations, the
average of the Quotations.
"Reference Treasury Dealer" means each of Banc of America Securities
LLC and Wachovia Securities, Inc. and their respective successors; provided,
however, that if either of the foregoing shall cease to be a primary United
States government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company shall substitute therefore another Primary Treasury
Dealer.
"Reference Treasury Dealer Quotation" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average as determined by
the Trustee, of the bid and asked prices of the Comparable Treasury Issue
(expressed, in each case, as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such Redemption Date.
In the event of redemption of this Note in part only, a new Note of
this series and of like tenor of an authorized denomination for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.
Unless otherwise specified above under "Repayment Terms," the Company
shall not be obligated to redeem or purchase this Note pursuant to any sinking
fund or analogous provision or at the option of the Holder before the Maturity
Date. If a Repayment Date or periods within which Repayment Dates may occur and
the related Repayment Prices (expressed as percentages
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<PAGE>
of the principal amount of this Note) are set forth above under "Repayment
Terms," this Note is subject to repayment at the option of the Holder hereof
prior to the Maturity Date upon such terms as are set forth above under
"Repayment Terms." For the Company to repay a Note, the Trustee must receive at
least 15 days but not more than 30 days prior to the Repayment Date: (i) the
Note with the form entitled "Option to Elect Repayment" on the reverse of the
Note duly completed; or (ii) a telegram, telex, facsimile transmission or a
letter from the broker-dealer, commercial bank or trust company in the United
States setting forth the name of the Holder, the principal amount of the Note,
the principal amount of the Note to be repaid, the certificate number or a
description of the tenor and terms of the Note, a statement that the option to
elect repayment is being exercised and a guarantee that the Note to be repaid,
together with the duly completed form entitled "Option to Election Repayment" on
the reverse of the Note; provided however, that the telegram, telex, facsimile
transmission or letter will only be effective if that Note and completed form
are received by the Trustee by the fifth Business Day after the date of that
telegram, telex, facsimile transmission or letter. Exercise of the repayment
option by the Holder of a Note will be irrevocable. The Holder may exercise the
repayment option for less than the entire principal amount of the Note. In the
event of repayment of this Note in part only, a new Note of this series and of
like tenor of an authorized denomination of the portion hereof not repaid will
be issued in the name of the Holder hereof upon the cancellation hereof.
Interest Provisions
Commencing with the Interest Reset Date specified above, first
following the Original Issue Date specified above, the rate at which this Note
bears interest will be reset daily, weekly, monthly, quarterly, semi-annually or
annually (the "Interest Reset Period," and the first day of each Interest Reset
Period, an "Interest Reset Date"), as specified above. Subject to applicable
provisions of law and except as specified herein, on each Interest Reset Date
the rate of interest on this Note shall be the rate determined in accordance
with the provisions of the applicable heading below.
Determination of CD Rate
If the Base Rate specified above with respect to any Interest Period is
the CD Rate, this Note is a "CD Rate Note" with respect to such Interest Period
and the interest rate with respect to this Note for any Interest Reset Date
relating to such Interest Period shall be the CD Rate plus or minus the Spread,
if any, or multiplied by the Spread Multiplier, if any, as specified above,
subject to the Minimum Interest Rate and the Maximum Interest Rate, if any, as
specified above, and as determined on the applicable CD Interest Determination
Date (as defined below).
Unless otherwise specified above under "Other Terms," "CD Rate" means,
with respect to any CD Interest Determination Date, the rate on that date for
negotiable certificates of deposit having the Index Maturity specified above as
published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates," or any successor
publication of the Board of Governors of the Federal Reserve System
("H.15(519)") under the heading "CDs (Secondary Market)."
The following procedures will apply if the CD Rate cannot be determined
as described above: If the above rate is not published in H.15(519) by 3:00
p.m., New York City time, on the Calculation Date, the CD Rate will be the rate
on that CD Interest Determination Date set forth in the daily update of
H.15(519), available through the worldwide website of the Board of
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Governors of the Federal Reserve System at
http://www.bog.frb.fed.us/releases/hl5/update, or such other recognized
electronic source used for the purpose of displaying such rate, or any successor
site or publication, which is commonly referred to as the "H.15 Daily Update,"
for the CD Interest Determination Date for certificates of deposit having the
Index Maturity specified above, under the caption "CDs (Secondary Market). If
the above rate is not yet published in either H.15(519) or the H.15 Daily Update
by 3:00 p.m., New York City time, on the Calculation Date (as defined below),
the Calculation Agent (as defined below) will determine the CD Rate to be the
average of the secondary market offered rates as of 10:00 a.m., New York City
time, on that CD Interest Determination Date of three leading nonbank dealers in
negotiable U.S. dollar certificates of deposit in New York City elected by the
Calculation Agent, after consultation with the Company, for negotiable
certificates of deposit of major United States money center banks of the highest
credit standing in the market for negotiable certificates of deposit with a
remaining maturity closest to the Index Maturity specified above in an amount
that is representative for a single transaction in that market at that time. If
the dealers selected by the Calculation Agent are not quoting as set forth
above, the CD Rate will remain the CD Rate for the immediately preceding
interest reset period, or, if there was no interest reset period, the rate of
interest payable will be the Initial Interest Rate specified above.
Determination of Commercial Paper Rate
If the Base Rate specified above with respect to any Interest Period is
the Commercial Paper Rate, this Note is a "Commercial Paper Rate Note" with
respect to such Interest Period and the interest rate with respect to this Note
for any Interest Reset Date relating to such Interest Period shall be the
Commercial Paper Rate plus or minus the Spread, if any, or multiplied by the
Spread Multiplier, if any, as specified above, subject to the Minimum Interest
Rate and the Maximum Interest Rate, if any, as specified above, and as
determined on the applicable Commercial Paper Interest Determination Date (as
defined below).
Unless otherwise specified above under "Other Terms," "Commercial Paper
Rate" means, with respect to any Commercial Paper Interest Determination Date,
the Money Market Yield, calculated as described below, of the rate on that date
for commercial paper having the Index Maturity specified above, as that rate is
published in H.15(519), under the heading "Commercial Paper ? Nonfinancial."
The following procedures will apply if the Commercial Paper Rate cannot
be determined as described above: If the above rate is not published by 3:00
p.m., New York City time, on the Calculation Date, then the Commercial Paper
Rate will be the Money Market Yield of the rate on that Commercial Paper
Interest Determination Date for commercial paper of the Index Maturity specified
above available through the worldwide website of the Board of Governors of the
Federal Reserve System at http://www.bog.frb.fed.us/releaes/h15/update, or such
other recognized electronic source used for the purpose of displaying such rate,
or any successor site or publication, which is commonly referred to a the "H.15
Daily Update," under the heading "Commercial Paper -- Nonfinancial." If by 3:00
p.m., New York City time, on that Calculation Date the rate is not yet published
in either H.15(519) or the H.15 Daily Update, then the Calculation Agent will
determine the Commercial Paper Rate to be the Money Market Yield of the average
of the offered rates as of 11:00 a.m., New York City time, on that Commercial
Paper Interest Determination Date of three leading dealers of commercial paper
in New York City selected by the Calculation Agent, after consultation with the
Company, for commercial paper of
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the Index Maturity specified above, placed for an industrial issuer whose bond
rating is "AA," or the equivalent, from a nationally recognized statistical
rating organization. If the dealers selected by the Calculation Agent are not
quoting as mentioned above, the Commercial Paper Rate for that Commercial Paper
Interest Determination Date will remain the Commercial Paper Rate for the
immediately preceding interest reset period, or, if there was no interest reset
period, the rate of interest payable will be the Initial Interest Rate specified
above.
The "Money Market Yield" will be a yield calculated in accordance with
the following formula:
Money Market Yield = D x 360 x 100
-----------------
360 - (D x M)
"D" refers to the applicable per year rate for commercial paper quoted
on a bank discount basis and expressed as a decimal; and "M" refers to the
actual number of days in the interest period for which interest is being
calculated.
Determination of EURIBOR
If the Base Rate specified above with respect to any Interest Period is
EURIBOR, this Note is a "EURIBOR Note" with respect to such Interest Period and
the interest rate with respect to this Note for any Interest Reset Date relating
to such Interest Period shall be EURIBOR plus or minus the Spread, if any, or
multiplied by the Spread Multiplier, if any, as specified above, subject to the
Minimum Interest Rate and the Maximum Interest Rate, if any, as specified above,
and as determined on the applicable EURIBOR Interest Determination Date (as
defined below).
Unless otherwise specified above under "Other Terms," "EURIBOR" means,
with respect to any EURIBOR Interest Determination Date, the rate for deposits
in Euros as sponsored, calculated and published jointly by the European Banking
Federation and ACI -- The Financial Market Association, or any company
established by the joint sponsors for purposes of compiling and publishing those
rates, for the Index Maturity specified above as that rate appears on the
display on Bridge Telerate, Inc., or any successor service, on page 248 or any
other page as may replace page 248 on that service, which is commonly referred
to as "Telerate Page 248," as of 11:00 a.m. (Brussels time).
The following procedures will apply if the rate cannot be determined as
described above: If the above rate does not appear, the Calculation Agent will
request the principal Euro-zone office of each of four major banks in the
Euro-zone interbank market, as selected by the Calculation Agent, after
consultation with the Company, to provide the Calculation Agent with its offered
rate for deposits in Euros, at approximately 11:00 a.m. (Brussels time) on the
EURIBOR Interest Determination Date, to prime banks in the Euro-zone interbank
market for the index maturity specified in the applicable Pricing Supplement
commencing on the applicable Interest Reset Date, and in a principal amount not
less than the equivalent of U.S. $1 million in Euro that is representative of a
single transaction in Euro, in that market at that time. If at least two
quotations are provided, EURIBOR will be the average of those quotations. If
fewer than two quotations are provided, EURIBOR will be the average of the rates
quoted by four major banks in the Euro-zone, as selected by the Calculation
Agent, after consultation with the Company, at approximately 11:00 a.m.
(Brussels time), on the applicable Interest Reset Date for
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loans in Euro to leading European banks for a period of time equivalent to the
Index Maturity specified above commencing on that Interest Reset Date in a
principal amount not less than the equivalent of U.S. $1 million in Euro. If the
banks so selected by the Calculation Agent are not quoting as mentioned in the
previous sentence, the EURIBOR rate in effect for the applicable period will be
the same as EURIBOR for the immediately preceding interest reset period, or, if
there was no interest reset period, the rate of interest will be the Initial
Interest Rate specified above.
"Euro-zone" means the region comprised of member states of the European
Union that adopt the single currency in accordance with the treaty establishing
the European Community, as amended by the treaty on European Union.
Determination of Federal Funds Rate
If the Base Rate specified above with respect to any Interest Period is
Federal Funds Rate, this Note is a "Federal Funds Rate Note" with respect to
such Interest Period and the interest rate with respect to this Note for any
Interest Reset Date relating to such Interest Period shall be the Federal Funds
Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier,
if any, as specified above, subject to the Minimum Interest Rate and the Maximum
Interest Rate, if any, as specified above, and as determined on the applicable
Federal Funds Interest Determination Date (as defined below).
Unless otherwise specified in above under "Other Terms", "Federal Funds
Rate" means, with respect to any Federal Funds Rate Interest Determination Date,
the rate on that date for federal funds as published in H.15(519) under the
heading "Federal Funds (Effective)" as displayed on Bridge Telerate, Inc., or
any successor service, on page 120 or any other page as may replace the
applicable page on that service, which is commonly referred to as "Telerate Page
120."
The following procedures will apply if the Federal Funds Rate cannot be
determined as described above: If the above rate is not published by 3:00 p.m.,
New York City time, on the Calculation Date, the Federal Funds Rate will be the
rate on that Federal Funds Interest Determination Date as published in the H.15
Daily Update under the heading "Federal Funds/ Effective Rate." If that rate is
not yet published in either H.15(519) or the H.15 Daily Update by 3:00 p.m., New
York City time, on the Calculation Date, the Calculation Agent will determine
the Federal Funds Rate to be the average of the rates for the last transaction
in overnight federal funds by each of three leading brokers of federal funds
transactions in New York City selected by the Calculation Agent, after
consultation with the Company, as of 9:00 a.m., New York City time, on that
Federal Funds Interest Determination Date. If the brokers selected by the
Calculation Agent are not quoting as mentioned above, the Federal Funds Rate
relating to that Federal Funds Interest Determination Date will remain the
Federal Funds Rate for the immediately preceding interest reset period, or, if
there was no interest reset period, the rate of interest payable will be the
Initial Interest Rate specified above.
Determination of LIBOR
If the Base Rate specified above with respect to any Interest Period is
LIBOR, this Note is a "LIBOR Note" with respect to such Interest Period and the
interest rate with respect to this Note for any Interest Reset Date relating to
such Interest Period shall be the LIBOR plus or
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minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as
specified above, subject to the Minimum Interest Rate and the Maximum Interest
Rate, if any, as specified above, and as determined on the applicable LIBOR
Interest Determination Date (as defined below).
Unless otherwise specified above under "Other Terms," "LIBOR" means,
with respect to each LIBOR Interest Determination Date as follows: As of the
LIBOR Interest Determination Date, LIBOR will be either (i) if "LIBOR Reuters"
is specified in the applicable Pricing Supplement, the average of the offered
rates for deposits in the Index Currency specified above having the Index
Maturity specified above, commencing on the second London Banking Day
immediately following that LIBOR Interest Determination Date, that appear on the
Designated LIBOR Page, as defined below, as of 11:00 a.m., London time, on that
LIBOR Interest Determination Date, if at least two offered rates appear on the
Designated LIBOR Page, except that if the specified Designated LIBOR Page, by
its terms provides only for a single rate, that single rate will be used or (ii)
if "LIBOR Telerate" is specified, the rate for deposits in the Index Currency
having the Index Maturity designated above, commencing on the second London
Banking Day immediately following that LIBOR Interest Determination Date or, if
pounds sterling is the Index Currency, commencing on that LIBOR Interest
Determination Date, that appears on the Designated LIBOR Page at approximately
11:00 a.m., London time, on that LIBOR Interest Determination Date. If fewer
than the required number of offered rates appear, then the Calculation Agent
will request the principal London offices of each of four major reference banks
in the London interbank market, as selected by the Calculation Agent after
consultation with the Company, to provide the Calculation Agent with its offered
quotation for deposits in the Index Currency for the period of the Index
Maturity specified above commencing on the second London Banking Day immediately
following the LIBOR Interest Determination Date or, if pounds sterling is the
Index Currency, commencing on that LIBOR Interest Determination Date, to prime
banks in the London interbank market at approximately 11:00 a.m., London time,
on that LIBOR Interest Determination Date and in a principal amount that is
representative of a single transaction in that Index Currency in that market at
that time. If at least two quotations are provided, LIBOR determined on that
LIBOR Interest Determination Date will be the average of those quotations. If
fewer than two quotations are provided, LIBOR will be determined for the
applicable Interest Reset Date as the average of the rates quoted at
approximately 11:00 a.m., London time, or some other time specified above, in
the applicable Principal Financial Center for the country of the Index Currency
on that Interest Reset Date, by three major banks in that Principal Financial
Center selected by the Calculation Agent, after consultation with the Company,
for loans in the Index Currency to leading European banks, having the Index
Maturity specified above and in a principal amount that is representative of a
single transaction in that Index Currency in that market at that time. If the
banks so selected by the Calculation Agent are not quoting as mentioned in the
previous sentence, LIBOR in effect for the applicable period will be the same as
LIBOR for the immediately preceding interest reset period, or, if there was no
interest reset period, the rate of interest payable will be the Initial Interest
Rate specified above.
The "Index Currency" means the currency specified above as the currency
for which LIBOR will be calculated, or, if the Euro is substituted for that
currency, the Index Currency will be the Euro. If that currency is not specified
above, the Index Currency will be U.S. dollars.
"Designated LIBOR Page" means either (i) if "LIBOR Reuters" is
designated above, the display on the Reuters Monitor Money Rates Service for the
purpose of displaying the London
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interbank rates of major banks for the applicable Index Currency or its
designated successor; or (ii) if "LIBOR Telerate" is designated above, the
display on Bridge Telerate Inc., or any successor service, on the page specified
above, or any other page as may replace that page on that service, for the
purpose of displaying the London interbank rates of major banks for the
applicable Index Currency.
If neither LIBOR Reuters nor LIBOR Telerate is specified above, LIBOR
for the applicable Index Currency will be determined as if LIBOR Telerate were
specified, and, if the U.S. dollar is the Index Currency, as if Page 3750 had
been specified.
Determination of Prime Rate
If the Base Rate specified above with respect to any Interest Period is
the Prime Rate, this Note is a "Prime Rate Note" with respect to such Interest
Period and the interest rate with respect to this Note for any Interest Reset
Date relating to such Interest Period shall be the Prime Rate plus or minus the
Spread, if any, or multiplied by the Spread Multiplier, if any, as specified
above, subject to the Minimum Interest Rate and the Maximum Interest Rate, if
any, as specified above, and as determined on the applicable Prime Rate Interest
Determination Date (as defined below).
Unless otherwise specified above under "Other Terms," "Prime Rate"
means, with respect to any Prime Rate Interest Determination Date, the base
lending rate on that date as published in H.15(519) under the heading "Bank
Prime Loan."
The following procedures will apply if the Prime Rate cannot be
determined as described above: If the rate is not published prior to 3:00 p.m.,
New York City time, on the Calculation Date, then the Prime Rate will be the
rate on that Prime Rate Interest Determination Date as published in H.15 Daily
Update under the heading "Bank Prime Loan." If the rate is not published prior
to 3:00 p.m., New York City time, on the calculation date in either H.15(519) or
the H.15 Daily Update, then the Calculation Agent will determine the Prime Rate
to be the average of the rates of interest publicly announced by each bank that
appears on the Reuters Screen USPRIME 1 Page, as defined below, as that bank's
Prime Rate or base lending rate as in effect for that Prime Rate Interest
Determination Date. If fewer than four rates appear on the Reuters Screen
USPRIME 1 Page for that Prime Rate Interest Determination Date, the Calculation
Agent will determine the Prime Rate to be the average of the Prime Rates quoted
on the basis of the actual number of days in the year divided by 360 as of the
close of business on that Prime Rate Interest Determination Date by at least
three major banks in New York City selected by the Calculation Agent, after
consultation with the Company. If the banks selected are not quoting as
mentioned above, the Prime Rate will remain the Prime Rate for the immediately
preceding interest reset period, or, if there was no interest reset period, the
rate of interest payable will be the Initial Interest Rate specified above.
"Reuters Screen USPRIME 1 Page" means the display designated as page
"USPRIME 1" on the Reuters Monitor Money Rates Service, or any successor
service, or any other page as may replace the USPRIME 1 Page on that service for
the purpose of displaying Prime Rates or base lending rates of major United
States banks.
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Determination of Treasury Rate
If the Base Rate specified above with respect to any Interest Period is
Treasury Rate, this Note is a "Treasury Note" with respect to such Interest
Period and the interest rate with respect to this Note for any Interest Reset
Date relating to such Interest Period shall be the Treasury Rate plus or minus
the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified
above, subject to the Minimum Interest Rate and the Maximum Interest Rate, if
any, as specified above, and as determined on the applicable Treasury Rate
Interest Determination Date (as defined below).
Unless otherwise specified above under "Other Terms," "Treasury Rate"
means, with respect to any Treasury Rate Interest Determination Date, the rate
from the auction held on the applicable Treasury Rate Interest Determination
Date of direct obligations of the United States, which are commonly referred to
as "Treasury Bills," having the Index Maturity specified above as that rate
appears under the caption "INVESTMENT RATE" on the display on Bridge Telerate,
Inc., or any successor service, on page 56 or any other page as may replace page
56 on that service, referred to as "Telerate Page 56," or page 57 or any other
page as may replace page 57 on that service, referred to as "Telerate Page 57."
The following procedures will apply if the Treasury Rate cannot be
determined as described above: If the rate described above is not published by
3:00 p.m., New York City time, on the related Calculation Date, the Bond
Equivalent Yield, calculated as described below, of the auction rate of the
applicable Treasury Bills, announced by the United States Department of the
Treasury. In the event that the rate referred to in the immediately preceding
sentence is not announced by the United States Department of the Treasury, or if
the auction is not held, the Bond Equivalent Yield of the rate on the applicable
Treasury Rate Interest Determination Date of Treasury Bills having the Index
Maturity specified above published in H.15(519) under the caption "U.S.
Government Securities/ Treasury Bills/ Secondary Market." If the rate referred
to in the immediately preceding sentence is not so published by 3:00 p.m., New
York City time, on the related Calculation Date, the rate on the applicable
Treasury Rate Interest Determination Date calculated by the Calculation Agent as
the Bond Equivalent Yield of the average of the secondary market bid rates, as
of approximately 3:30 p.m., New York City time, on the applicable Treasury Rate
Interest Determination Date, of three primary United States government
securities dealers, which may include the agent or its affiliates, selected by
the Calculation Agent, for the issue of Treasury Bills with a remaining maturity
closest to the Index Maturity specified above. If the dealers selected by the
Calculation Agent are not quoting as mentioned in the immediately preceding
sentence, the Treasury Rate for the immediately preceding interest reset period,
or, if there was no interest reset period, the rate of interest payable will be
the Initial Interest Rate specified above.
The "Bond Equivalent Yield" means a yield calculated in accordance with
the following formula and expressed as a percentage:
Bond Equivalent Yield = D x N x 100
-----------------
360 - (D x M)
-14-
<PAGE>
"D" refers to the applicable per annum rate for Treasury Bills quoted
on a bank discount basis; "N" refers to 365 or 366, as the case may be; and "M"
refers to the actual number of days in the interest period for which interest is
being calculated.
General
Notwithstanding the determination of the interest rate as provided
above, the interest rate on this Note for any Interest Period shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified above. The interest rate on this Note will in
no event be higher than the maximum rate permitted by New York law as the same
may be modified by the United States law of general application.
On or before each Calculation Date specified above, the Calculation
Agent specified above, as Calculation Agent (the "Calculation Agent"), will
determine the interest rate in accordance with the foregoing with respect to the
applicable Base Rate. Unless otherwise specified above under "Other Terms," the
"Calculation Date," if applicable, pertaining to any Interest Determination Date
on this Note will be the earlier of (i) the tenth calendar day after such
Interest Determination Date, or, if any such day is not a Business Day, the next
succeeding Business Day, and (ii) the Business Day immediately preceding the
applicable Interest Payment Date or the Maturity Date or, for any principal
amount to be redeemed or repaid, the Redemption Date or Repayment Date, as the
case may be.
As used herein, "Interest Determination Date" pertaining to any
Interest Reset Date means the day the Calculation Agent will refer to when
determining the new interest rate at which this Note will reset, which is
applicable as follows: for CD Rate Notes, Commercial Paper Rate Notes, Federal
Funds Rate Notes and Prime Rate Notes, the Interest Determination Date will be
the second Business Day prior to the Interest Reset Date; for EURIBOR Notes or
Euro LIBOR Notes (as defined below), the Interest Determination Date will be the
second TARGET Settlement Day (as defined below) prior to the Interest Reset
Date; for LIBOR Notes (other than Euro LIBOR Notes), the Interest Determination
Date will be the second London Banking Day prior to the Interest Reset Date,
except that the Interest Determination Date pertaining to an Interest Reset Date
for a LIBOR Note for which the Index Currency is pounds sterling will be the
Interest Reset Date; and for Treasury Rate Notes, the Interest Determination
Date will be the day of the week in which the Interest Reset Date falls on which
Treasury bills would normally be auctioned. Treasury bills are normally sold at
auction on Monday of each week, unless that day is a legal holiday, in which
case the auction is normally held on the following Tuesday, but the auction may
be held on the preceding Friday. If, as the result of a legal holiday, the
auction is held on the preceding Friday, that Friday will be the Interest
Determination Date pertaining to the Interest Reset Date occurring in the next
succeeding week. If an auction falls on a day that is an Interest Reset Date,
that Interest Reset Date will be the next following Business Day. The "TARGET
Settlement Day" means any day on which the Trans-European Automated Real-Time
Gross Settlement Express Transfer System is open. "Euro LIBOR Notes" means LIBOR
Notes for which the Index Currency is Euros. If any Interest Reset Date for this
Note would otherwise be a day that is not a Business Day, such Interest Reset
Date shall be postponed to the next day that is a Business Day, except that in
the case of a EURIBOR Note or of a LIBO Note, if such Business Day is in the
next succeeding calendar month, such Interest Reset Date shall be the
immediately preceding Business Day.
-15-
<PAGE>
Unless otherwise specified above under "Other Terms," interest for this
Note will accrue from and including the most recent Interest Payment Date to
which interest has been paid or duly provided for, or, if no interest has been
paid or duly provided for, from and including the issue date or any other date
specified above under "Other Terms" on which interest begins to accrue. Interest
will accrue to but excluding the next Interest Payment Date or, if earlier, the
date on which the principal has been paid or duly made available for payment,
except as described above when an Interest Payment Date is not a Business Day
(each such interest accrual period, an "Interest Period"). Accrued interest will
be calculated by multiplying the principal amount of this Note by an accrued
interest factor computed by adding the interest factors calculated for each day
in the period for which interest is being paid. The interest factor for each day
is computed by dividing the interest rate applicable for that day: (i) by 360,
in the case of CD Rate Notes, Commercial Paper Rate Notes, EURIBOR Notes,
Federal Funds Rate Notes, LIBOR Notes (except for LIBOR Notes denominated in
pounds sterling) and Prime Rate Notes; (ii) by 365, in the case of LIBOR Notes
denominated in pounds sterling; or (iii) by the actual number of days in the
year, in the case of Treasury Rate Notes. For these calculations, the interest
rate in effect on any Interest Reset Date will be the applicable rate as reset
on that date. The interest rate applicable to any other day is the interest rate
from the immediately preceding Interest Reset Date or, if none, the Initial
Interest Rate specified above.
Unless otherwise specified above under "Other Terms," all percentages
used in or resulting from any calculation of the rate of interest on a Floating
Rate Note will be rounded, if necessary, to the nearest one hundred-thousandth
of a percentage point (.0000001), with five one-millionths of a percentage point
rounded upward, (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or
.0987655)) and all U.S. dollar amounts used in or resulting from these
calculations on Floating Rate Notes will be rounded to the nearest cent, with
one-half cent rounded upward.
Upon the request of the Holder, the Calculation Agent will provide the
interest rate then in effect and, if determined, the interest rate that will
become effective on the next Interest Reset Date for this Note.
Miscellaneous Provisions
The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Note or certain restrictive covenants and Events of
Default with respect to this Note, in each case upon compliance with certain
conditions set forth in the Indenture.
If an Event of Default with respect to Notes of this series shall occur
and be continuing, the principal of all the Notes of this series may (subject to
the conditions set forth in the Indenture) be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of the Securities at the time Outstanding of each series to be affected and, for
certain purposes, without the consent of the Holders of any Securities at the
time Outstanding. The Indenture also contains provisions permitting the Holders
of specified percentages in
-16-
<PAGE>
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Note.
As provided in and subject to the provisions of the Indenture, the
Holder of this Note shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Notes of this series, the Holders of not less than 25% in principal amount of
the Notes of this series at the time Outstanding shall have made written request
to the Trustee to institute proceedings in respect of such Event of Default as
Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not
have received from the Holders of a majority in principal amount of the Notes of
this series at the time Outstanding a direction inconsistent with such request,
and shall have failed to institute any such proceeding, for 60 days after
receipt of such notice, request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this Note for the enforcement of
any payment of principal hereof or any premium or interest hereon on or after
the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Register,
upon surrender of this Note for registration of transfer at the office or agency
of the Company 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, of
like tenor and of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
Unless otherwise set forth above under "Other Terms," the Notes of this
series are issuable only in registered form without coupons in denominations of
$1,000 and any amount in excess thereof which is an integral multiple of $1,000.
As provided in the Indenture and subject to certain limitations (including, if
this Note is a Global Security, certain additional limitations) therein set
forth, Notes of this series are exchangeable for a like aggregate principal
amount of Notes of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
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.
-17-
<PAGE>
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered in the Security Register as the
owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
This Note may have such additional or different terms as are set forth
above under "Other Terms." Any terms so set forth shall be deemed to modify
and/or supersede, as necessary, any other terms set forth in this Note.
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
All terms used in this Note which are defined in the Indenture and are
not otherwise defined herein shall have the meanings assigned to them in the
Indenture.
-18-
<PAGE>
Abbreviations
The following abbreviations, when used in the inscription above, shall
be construed as though they were written out in full according to applicable
laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - ________________ Custodian _____________
(Cust) (Minor)
under Uniform Gifts to Minors Act
-------------------------
(State)
Additional abbreviations may also be used though not in the above list.
-19-
<PAGE>
Assignment
FOR VALUE RECEIVED, the undersigned 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
Including Postal Zip Code of Assignee)
the within Security and all rights thereunder, and hereby irrevocably
constitutes and appoints
---------------------------------------------------------------------
to transfer said Security on the books of the Company, with full power of
substitution in the premises.
Dated:
Signature Guaranteed
---------------------------------- -----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of the within Security in
every particular, without alteration or
enlargement or any change whatever.
-20-
<PAGE>
Option to Elect Payment
The undersigned hereby irrevocably requests and instructs the Company
to repay the within Note (or portion thereof specified below) pursuant to its
terms at the applicable Repayment Price, together with interest to the Repayment
Date, to the undersigned at:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please Print or Typewrite Name and Address
Including Postal Zip Code of undersigned)
If less than the entire principal amount of the within Note is to
repaid, specify the portion thereof which the undersigned elects to have
prepaid:
_______________________________________________; and specify the denomination or
denominations (which shall not be less than the minimum authorized denomination)
of the Notes to be issued to the undersigned for the portion of the within Note
not being repaid (in the absence of any such specifications, one such Note will
be issued for the portion not being repaid): ______________________________
Dated:
Signature Guaranteed
---------------------------------- -----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of the within Security in
every particular, without alteration or
enlargement or any change whatever.
-21-
<PAGE>
EXHIBIT C
REGISTERED NO. REGISTERED PRINCIPAL
CUSIP NO.___________ AMOUNT: U.S. $______
DARDEN RESTAURANTS, INC.
Medium-Term Note, Series A
([Global] Original Issue Discount Zero Coupon Note)
[Insert if the Security is to be a Global Security--Unless this certificate is
presented by an authorized representative of The Depository Trust Company, a New
York corporation ("DTC"), to the Company or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee thereof. This Security may not be exchanged in whole or in part for a
Security registered, and no transfer of this Security in whole or in part may be
registered, in the name of any Person other than such Depositary or a nominee
thereof, except in the limited circumstances described in the Indenture.]
ORIGINAL ISSUE DATE: MATURITY DATE:
REPAYMENT TERMS: REDEMPTION TERMS:
OTHER TERMS: YIELD TO MATURITY:
FOR PURPOSES OF SECTION 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE
AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS NOTE IS THE PERCENTAGE OF ITS
PRINCIPAL AMOUNT SET FORTH ABOVE AND THE YIELD TO MATURITY IS THE PERCENTAGE SET
BOTH ABOVE.
<PAGE>
Darden Restaurants, Inc., a corporation duly organized and existing
under the laws of Florida (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to
or registered assigns, the principal sum of _______________________
Dollars ($_________) on the Maturity Date shown above. The principal of this
Note shall not bear interest except in the case of a default in payment of
principal upon acceleration, at the Maturity Date or upon any applicable
Redemption Date or Repayment Date, and in such case the overdue principal of
this Note shall bear interest at a rate which is equivalent to the Yield to
Maturity stated above (to the extent that the payment of such interest shall be
legally enforceable), which shall accrue from the date payment is due upon
acceleration, the Maturity Date, the Redemption Date or the Repayment Date, as
the case may be, to the date payment of such principal has been made or duly
provided for. Interest on any overdue principal shall be payable upon demand.
Any such interest on any overdue principal that is not so paid on demand shall
bear interest at the same rate as the interest on the overdue principal (to the
extent that the payment of such interest shall be legally enforceable), which
shall accrue from the date of such initial demand for payment to the date
payment of such interest has been made or duly provided for, and such interest
shall also be payable upon demand. In the event that the Maturity Date or any
applicable Redemption Date or Repayment Date is not a Business Day, the
principal otherwise payable on such Maturity Date or any applicable Redemption
Date or Repayment Date will be paid on the next succeeding Business Day with the
same force and effect as if made on such Maturity Date, Redemption Date or
Repayment Date. "Business Day" means with respect to this Note, any day, other
than a Saturday or Sunday, which is neither a legal holiday nor a day on which
banking institutions are authorized or required by law or regulation to close in
New York City.
Payment of principal of (and premium, if any) and interest on any Note
that is represented by a Global Security shall be made to The Depository Trust
Company or its nominee, as the case may be, as the sole registered owner and the
sole Holder of the Global Security represented thereby for all purposes under
the Indenture.
Payment of the principal of (and premium, if any) and interest due with
respect to any Note (that is not a Global Security) at the Maturity Date or any
applicable Redemption Date or Repayment Date shall be made in immediately
available funds against presentation and surrender of such Note at the Corporate
Trust Office of the Trustee accompanied by wire transfer instructions, provided
that such Note is presented to the Trustee in time for the Trustee to make
payments in such funds in accordance with its normal procedures.
Payment of the principal of (and premium, if any) and interest on this
Note will be made in such coin or currency of the United States of America as at
the time of payment is legal for payment of public and private debts.
Reference is hereby made to the further provisions of this Note set
forth below, which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to below by manual signature, this Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
-2-
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: ______________
DARDEN RESTAURANTS, INC.
By:
---------------------------------
Name:
-------------------------------
Title:
-----------------------------
Attest:
--------------------------------------
Title:
-------------------------------
-3-
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
WELLS FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION (formerly known as Norwest Bank
Minnesota, National Association), as Trustee
By:
----------------------------------------
Name:
--------------------------------------
Authorized Officer
STATE OF ____________)
COUNTY OF __________)
On the ____ day of ___________, _____, personally appeared
_____________________, as the _________________________ of Darden Restaurants,
Inc. (the "Company"), a Florida corporation, and before me executed this
[Global] Certificate for the Company's Medium-Term Notes, Series A ([Global]
Original Issue Discount Zero Coupon Note), payable by Darden Restaurants, Inc.
to the payee hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal, in
the state and county aforesaid.
--------------------------------------------
Signature of Notary Public,
State of _________
[______________]
Personally known:
Produced Identification:
Type of Identification:
(Notary Seal)
-4-
<PAGE>
DARDEN RESTAURANTS, INC.
Medium-Term Note, Series A
([Global] Original Issue Discount Zero Coupon Note)
This Note is one of a duly authorized issue of securities of the
Company (herein called the "Notes"), issued or to be issued in one or more
series under an Indenture, dated as of January 1, 1996 (herein called the
"Indenture," which term shall have the meaning assigned to it in such
instrument), between the Company and Wells Fargo Bank Minnesota, National
Association (formerly known as Norwest Bank Minnesota, National Association), as
Trustee (herein called the "Trustee," which term includes any successor trustee
under the Indenture), and reference is hereby made to the Indenture, an
Officers' Certificate of the Company establishing certain terms of the Notes
pursuant to Section 301 of the Indenture and all indentures supplemental thereto
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, 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. By the
terms of the Indenture, additional Securities of this series and of other
separate series, which may vary as to date, amount, Stated Maturity, interest
rate or method of calculating the interest rate and in other respects as therein
provided, may be issued in an unlimited principal amount.
If a Redemption Commencement Date or periods within which Redemption
Dates may occur and the related Redemption Prices (unless otherwise specified
above under "Other Terms," expressed as percentages of the Amortized Face Amount
(as defined below) of this Note) are set forth under "Redemption Terms," this
Note is subject to redemption prior to the Maturity Date upon not less than 30
nor more than 60 days' notice by mail to the Person in whose name this Note is
registered at such address as shall appear in the Security Register for the
Notes, on any Redemption Date so specified or occurring within any period so
specified, as a whole or in part, at the election of the Company, at the
applicable Redemption Price so specified.
If a "make whole" redemption option is specified under "Redemption
Terms," this Note is subject to redemption prior to the Maturity Date upon not
less than 30 nor more than 60 days' notice by mail to the Person in whose name
this Note is registered at such address as shall appear in the Security Register
for the Notes, at any time, as a whole or in part, at the election of the
Company, at a Redemption Price equal to the greater of (i) 100% of the principal
amount or (ii) as determined by the Quotation Agent, the sum of the present
values of the remaining scheduled payments of principal thereon discounted to
the Redemption Date on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Adjusted Treasury Rate, plus a number of basis
points specified under "Redemption Terms."
For purposes of determining the amount at which this Note may be
redeemed pursuant to a "make whole" redemption, the following terms shall have
the meanings set forth next to each of them below:
"Adjusted Treasury Rate" means, with respect to any Redemption Date,
the rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price of the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.
-5-
<PAGE>
"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of the Securities of this series to be redeemed that would be used, at the
time of a selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Securities of this series.
"Quotation Agent" means the Reference Treasury Dealer appointed by the
Company to serve in that capacity.
"Comparable Treasury Price" means, with respect to any Redemption Date,
the average of the Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest Treasury Dealer Quotation, or if
the Trustee obtains fewer than three Reference Treasury Dealer Quotations, the
average of the Quotations.
"Reference Treasury Dealer" means each of Banc of America Securities
LLC and Wachovia Securities, Inc. and their respective successors; provided,
however, that if either of the foregoing shall cease to be a primary United
States government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company shall substitute therefore another Primary Treasury
Dealer.
"Reference Treasury Dealer Quotation" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average as determined by
the Trustee, of the bid and asked prices of the Comparable Treasury Issue
(expressed, in each case, as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such Redemption Date.
In the event of redemption of this Note in part only, a new Note of
this series and of like tenor of an authorized denomination for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.
Unless otherwise specified above under "Repayment Terms," the Company
shall not be obligated to redeem or purchase this Note pursuant to any sinking
fund or analogous provision or at the option of the Holder before the Maturity
Date. If a Repayment Date or periods within which Repayment Dates may occur and
the related Repayment Prices (unless otherwise specified above under "Other
Terms," expressed as percentages of the Amortized Face Amount of this Note) are
set forth above under "Repayment Terms," this Note is subject to repayment at
the option of the Holder hereof prior to the Maturity Date upon such terms as
are set forth above under "Repayment Terms." For the Company to repay a Note,
the Trustee must receive at least 15 days but not more than 30 days prior to the
Repayment Date: (i) the Note with the form entitled "Option to Elect Repayment"
on the reverse of the Note duly completed; or (ii) a telegram, telex, facsimile
transmission or a letter from the broker-dealer, commercial bank or trust
company in the United States setting forth the name of the Holder, the principal
amount of the Note, the principal amount of the Note to be repaid, the
certificate number or a description of the tenor and terms of the Note, a
statement that the option to elect repayment is being exercised and a guarantee
that the Note to be repaid, together with the duly completed form entitled
"Option to Election Repayment" on the reverse of the Note; provided however,
that the telegram, telex, facsimile transmission or letter will only be
effective if that Note and completed form are received by the Trustee by the
fifth Business Day after the date of that telegram, telex, facsimile
transmission or letter. Exercise of the repayment option by the Holder of a Note
will
-6-
<PAGE>
be irrevocable. The Holder may exercise the repayment option for less than the
entire principal amount of the Note. In the event of repayment of this Note in
part only, a new Note of this series and of like tenor of an authorized
denomination of the portion hereof not repaid will be issued in the name of the
Holder hereof upon the cancellation hereof.
The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Note or certain restrictive covenants and Events of
Default with respect to this Note, in each case upon compliance with certain
conditions set forth in the Indenture.
If an Event of Default with respect to Notes of this series shall occur
and be continuing, the Amortized Face Amount of this Note may (subject to the
conditions set forth in the Indenture) be declared due and payable in the manner
and with the effect provided in the Indenture. Upon payment (i) of the amount of
principal so declared due and payable and (ii) of interest on any overdue
principal and overdue interest (in each case to the extent that the payment of
such interest shall be legally enforceable), all of the Company's obligations in
respect of the payment of the principal of and interest, if any, on the Notes of
this series shall terminate.
The "Amortized Face Amount" of this Note shall be the amount equal to
the sum of (i) the issue price (as defined below) of this Note and (ii) that
portion of the difference between the issue price and the principal amount of
this Note due at the Maturity Date thereof that has been amortized at the Stated
Yield (as defined below) of this Note (computed in accordance with Section
1272(a)(4) of the Internal Revenue Code of 1986, as amended, and Section
1.1275-1(b) of the Regulations, in each case as in effect on the issue date of
this Note) at the date as of which the Amortized Face Amount is calculated, but
in no event can the Amortized Face Amount exceed the principal amount of this
Note due at the Maturity Date hereof. As used in the preceding sentence, the
term "issue price" means the principal amount of this Note due at the Maturity
Date hereof less the Original Issue Discount of this Note specified above. The
term "Stated Yield" of this Note means the Yield to Maturity specified above for
the period from the Original Issue Date of this Note specified above, to the
Maturity Date hereof based on the issue price and principal amount payable at
the Maturity Date hereof.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of the Securities at the time Outstanding of each series to be affected and, for
certain purposes, without the consent of the Holders of any Securities at the
time Outstanding. The Indenture also contains provisions permitting the Holders
of specified percentages in aggregate principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not notation of such consent or waiver is made upon this
Note.
-7-
<PAGE>
In determining whether the Holders of the requisite principal amount of
the Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver under the Indenture or whether a quorum is
present at a meeting of Holders of Securities, the principal amount of any
Original Issue Discount Security that shall be deemed to be Outstanding shall be
the amount of the principal thereof that would be due and payable as of the date
of such determination upon the acceleration of the Maturity thereof.
As provided in and subject to the provisions of the Indenture, the
Holder of this Note shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Notes of this series, the Holders of not less than 25% in principal amount of
the Notes of this series at the time Outstanding shall have made written request
to the Trustee to institute proceedings in respect of such Event of Default as
Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not
have received from the Holders of a majority in principal amount of the Notes of
this series at the time Outstanding a direction inconsistent with such request,
and shall have failed to institute any such proceeding, for 60 days after
receipt of such notice, request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this Note for the enforcement of
any payment of principal hereof or any premium or interest hereon on or after
the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Register,
upon surrender of this Note for registration of transfer at the office or agency
of the Company 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, of
like tenor and of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
Unless otherwise set forth above under "Other Terms," the Notes of this
series are issuable only in registered form without coupons in denominations of
$1,000 and any amount in excess thereof which is an integral multiple of $1,000.
As provided in the Indenture and subject to certain limitations (including, if
this Note is a Global Security, certain additional limitations) therein set
forth, Notes of this series are exchangeable for a like aggregate principal
amount of Notes of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
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.
-8-
<PAGE>
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered in the Security Register as the
owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
This Note may have such additional or different terms as are set forth
above under "Other Terms." Any terms so set forth shall be deemed to modify
and/or supersede, as necessary, any other terms set forth in this Note.
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
All terms used in this Note which are defined in the Indenture and are
not otherwise defined herein shall have the meanings assigned to them in the
Indenture.
-9-
<PAGE>
Abbreviations
The following abbreviations, when used in the inscription above, shall
be construed as though they were written out in full according to applicable
laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - ________________ Custodian _____________
(Cust) (Minor)
under Uniform Gifts to Minors Act
-------------------------
(State)
Additional abbreviations may also be used though not in the above list.
-10-
<PAGE>
Assignment
FOR VALUE RECEIVED, the undersigned 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
Including Postal Zip Code of Assignee)
the within Security and all rights thereunder, and hereby irrevocably
constitutes and appoints
---------------------------------------------------------------------
to transfer said Security on the books of the Company, with full power of
substitution in the premises.
Dated:
Signature Guaranteed
---------------------------------- -----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of the within Security in
every particular, without alteration or
enlargement or any change whatever.
-11-
<PAGE>
Option to Elect Payment
The undersigned hereby irrevocably requests and instructs the Company
to repay the within Note (or portion thereof specified below) pursuant to its
terms at the applicable Repayment Price, together with interest to the Repayment
Date, to the undersigned at:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please Print or Typewrite Name and Address
Including Postal Zip Code of undersigned)
If less than the entire principal amount of the within Note is to
repaid, specify the portion thereof which the undersigned elects to have
prepaid:
_______________________________________________; and specify the denomination or
denominations (which shall not be less than the minimum authorized denomination)
of the Notes to be issued to the undersigned for the portion of the within Note
not being repaid (in the absence of any such specifications, one such Note will
be issued for the portion not being repaid): ______________________________
Dated:
Signature Guaranteed
---------------------------------- -----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of the within Security in
every particular, without alteration or
enlargement or any change whatever.
-12-
<PAGE>
EXHIBIT D
REGISTERED NO. REGISTERED PRINCIPAL
CUSIP NO.___________ AMOUNT: U.S. $______
DARDEN RESTAURANTS, INC.
Medium-Term Note, Series A
([Global] Original Issue Discount Fixed Rate Note)
[Insert if the Security is to be a Global Security--Unless this certificate is
presented by an authorized representative of The Depository Trust Company, a New
York corporation ("DTC"), to the Company or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized
representative of 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.
This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee thereof. This Security may not be exchanged in whole or in part for a
Security registered, and no transfer of this Security in whole or in part may be
registered, in the name of any Person other than such Depositary or a nominee
thereof, except in the limited circumstances described in the Indenture.]
ORIGINAL ISSUE DATE: MATURITY DATE:
INTEREST RATE: REDEMPTION TERMS:
INTEREST PAYMENT DATES: REPAYMENT TERMS:
REGULAR RECORD DATES: OTHER TERMS:
<PAGE>
ORIGINAL ISSUE DISCOUNT NOTE: YIELD TO MATURITY:
[ ] ORIGINAL ISSUE DISCOUNT SUBJECT [ ] ORIGINAL ISSUE DISCOUNT NOTE FOR
TO "SPECIAL PROVISIONS" BELOW INCOME TAX PURPOSES ONLY
FOR PURPOSES OF SECTION 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE
AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS NOTE IS THE PERCENTAGE OF ITS
PRINCIPAL AMOUNT SET FORTH ABOVE AND THE YIELD TO MATURITY IS THE PERCENTAGE SET
BOTH ABOVE.
Darden Restaurants, Inc., a corporation duly organized and existing
under the laws of Florida (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to
or registered assigns, the principal sum of ___________________Dollars
($________) on the Maturity Date shown above, or together with any premium
thereon, upon any applicable Redemption Date or Repayment Date referred to
above, and to pay interest thereon on each Interest Payment Date shown above
from the Original Issue Date shown above or from and including the most recent
Interest Payment Date to which interest has been paid or duly provided,
commencing with the Interest Payment Date immediately following the Original
Issue Date, at the rate per annum equal to the Interest Rate shown above, until
the principal hereof is paid or made available for payment; provided, however,
that if the Original Issue Date is after a Regular Record Date and on or before
the immediately following Interest Payment Date, interest payments will commence
on the Interest Payment date following the next succeeding Regular Record Date.
The amount of interest payable for any period shall be computed on the basis of
twelve 30-day months and a 360-day year. The amount of interest payable for any
partial period shall be computed on the basis of a 360-day year of twelve 30-day
months and the days elapsed in any partial month. 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 Notes) is registered at the close of business on the
Regular Record Date for such interest, which shall be on the Regular Record Date
shown above (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date; provided, however, that interest payable on the
Maturity Date of this Note or any applicable Redemption Date or Repayment Date
that is not an Interest Payment Date shall be payable to the Person to whom
principal shall be payable. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
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<PAGE>
Record Date and may either be paid to the Person in whose name this Note (or one
or more Predecessor Notes) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to the Holder of this Note 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
or automated quotation system on which the Notes of this series may be listed or
traded, and upon such notice as may be required by such exchange or automated
quotation system, all as more fully provided in said Indenture. In the event
that any Interest Payment Date or the Maturity Date or any applicable Redemption
Date or Repayment Date is not a Business Day, the interest and, with respect to
the Maturity Date or any applicable Redemption Date or Repayment Date, principal
(and premium, if any) otherwise payable on such date will be paid on the next
succeeding Business Day with the same force and effect as if made on such
Interest Payment Date, Maturity Date, Redemption Date or Repayment Date.
"Business Day" means with respect to this Note, any day, other than a Saturday
or Sunday, which is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or regulation to close in New
York City.
Payment of principal of (and premium, if any) and interest on any Note
that is represented by a Global Security shall be made to The Depository Trust
Company or its nominee, as the case may be, as the sole registered owner and the
sole Holder of the Global Security represented thereby for all purposes under
the Indenture.
Payment of interest on any Note (that is not a Global Security) shall
be made by check mailed to the Holder at the address of such Holder appearing on
the Security Register for the Notes on the applicable Regular Record Date. A
Holder of $10,000,000 or more in aggregate principal amount of such Notes with
the same Interest Payment Date shall be entitled to payment by wire transfer of
immediately available funds if appropriate payment instructions have been
received in writing by the Trustee not less than 15 calendar days prior to the
applicable Interest Payment Date. In the event that payment is so made in
accordance with instructions of the Holder, such wire transfer shall be deemed
to constitute full and complete payment of such interest on this Note. Payment
of the principal of (and premium, if any) and interest due with respect to any
Note (that is not a Global Security) at the Maturity Date or any applicable
Redemption Date or Repayment Date shall be made in immediately available funds
against presentation and surrender of such Note at the Corporate Trust Office of
the Trustee accompanied by wire transfer instructions, provided that such Note
is presented to the Trustee in time for the Trustee to make payments in such
funds in accordance with its normal procedures.
Payment of the principal of (and premium, if any) and interest on this
Note will be made in such coin or currency of the United States of America as at
the time of payment is legal for payment of public and private debts.
Reference is hereby made to the further provisions of this Note set
forth below, which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to below by manual signature, this Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
-3-
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: ______________
DARDEN RESTAURANTS, INC.
By:
---------------------------------
Name:
-------------------------------
Title:
-----------------------------
Attest:
--------------------------------------
Title:
-------------------------------
-4-
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
WELLS FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION (formerly known as Norwest Bank
Minnesota, National Association), as Trustee
By:
----------------------------------------
Name:
--------------------------------------
Authorized Officer
STATE OF ____________)
COUNTY OF __________)
On the ____ day of ___________, _____, personally appeared
_____________________, as the _________________________ of Darden Restaurants,
Inc. (the "Company"), a Florida corporation, and before me executed this
[Global] Certificate for the Company's Medium-Term Notes, Series A ([Global]
Original Issue Discount Fixed Rate Note), payable by Darden Restaurants, Inc. to
the payee hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal, in
the state and county aforesaid.
--------------------------------------
Signature of Notary Public,
State of _________
[______________]
Personally known:
Produced Identification:
Type of Identification:
(Notary Seal)
-5-
<PAGE>
DARDEN RESTAURANTS, INC.
Medium-Term Note, Series A
([Global] Original Issue Discount Fixed Rate Note)
This Note is one of a duly authorized issue of securities of the
Company (herein called the "Notes"), issued or to be issued in one or more
series under an Indenture, dated as of January 1, 1996 (herein called the
"Indenture," which term shall have the meaning assigned to it in such
instrument), between the Company and Wells Fargo Bank Minnesota, National
Association (formerly known as Norwest Bank Minnesota, National Association), as
Trustee (herein called the "Trustee," which term includes any successor trustee
under the Indenture), and reference is hereby made to the Indenture, an
Officers' Certificate of the Company establishing certain terms of the Notes
pursuant to Section 301 of the Indenture and all indentures supplemental thereto
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, 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. By the
terms of the Indenture, additional Securities of this series and of other
separate series, which may vary as to date, amount, Stated Maturity, interest
rate or method of calculating the interest rate and in other respects as therein
provided, may be issued in an unlimited principal amount.
If a Redemption Commencement Date or periods within which Redemption
Dates may occur and the related Redemption Prices (unless otherwise specified
above under "Other Terms," expressed as percentages of the principal amount of
this Note if this Note is an Original Issue Discount Note for income tax
purposes only as shown above and as percentages of the Amortized Face Amount (as
defined below) of this Note if this Note is an Original Issue Discount Note
subject to the "Special Provisions" below as shown above) are set forth under
"Redemption Terms," this Note is subject to redemption prior to the Maturity
Date upon not less than 30 nor more than 60 days' notice by mail to the Person
in whose name this Note is registered at such address as shall appear in the
Security Register for the Notes, on any Redemption Date so specified or
occurring within any period so specified, as a whole or in part, at the election
of the Company, at the applicable Redemption Price so specified, together in the
case of any such redemption with accrued and unpaid interest on the Note to the
Redemption Date; provided, however, that installments of interest whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holder of
this Note (or one or more predecessor Notes) at the close of business on the
relevant Regular Record Dates referred to above, all as provided in the
Indenture.
If a "make whole" redemption option is specified under "Redemption
Terms," this Note is subject to redemption prior to the Maturity Date upon not
less than 30 nor more than 60 days' notice by mail to the Person in whose name
this Note is registered at such address as shall appear in the Security Register
for the Notes, at any time, as a whole or in part, at the election of the
Company, at a Redemption Price equal to the greater of (i) 100% of the principal
amount or (ii) as determined by the Quotation Agent, the sum of the present
values of the remaining scheduled payments of principal and interest thereon
discounted to the Redemption Date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus a
number of basis points specified under "Redemption Terms," plus, in each case,
accrued and unpaid interest on the Note to the Redemption Date; provided,
however, that
-6-
<PAGE>
installments of interest whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holder of this Note (or one or more predecessor
Notes) at the close of business on the relevant Regular Record Dates referred to
above, all as provided in the Indenture.
For purposes of determining the amount at which this Note may be
redeemed pursuant to a "make whole" redemption, the following terms shall have
the meanings set forth next to each of them below:
"Adjusted Treasury Rate" means, with respect to any Redemption Date,
the rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price of the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of the Securities of this series to be redeemed that would be used, at the
time of a selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Securities of this series.
"Quotation Agent" means the Reference Treasury Dealer appointed by the
Company to serve in that capacity.
"Comparable Treasury Price" means, with respect to any Redemption Date,
the average of the Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest Treasury Dealer Quotation, or if
the Trustee obtains fewer than three Reference Treasury Dealer Quotations, the
average of the Quotations.
"Reference Treasury Dealer" means each of Banc of America Securities
LLC and Wachovia Securities, Inc. and their respective successors; provided,
however, that if either of the foregoing shall cease to be a primary United
States government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company shall substitute therefore another Primary Treasury
Dealer.
"Reference Treasury Dealer Quotation" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average as determined by
the Trustee, of the bid and asked prices of the Comparable Treasury Issue
(expressed, in each case, as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such Redemption Date.
In the event of redemption of this Note in part only, a new Note of
this series and of like tenor of an authorized denomination for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.
Unless otherwise specified above under "Repayment Terms," the Company
shall not be obligated to redeem or purchase this Note pursuant to any sinking
fund or analogous provision or at the option of the Holder before the Maturity
Date. If a Repayment Date or periods within which Repayment Dates may occur and
the related Repayment Prices (unless otherwise specified above under "Other
Terms," expressed as percentages of the principal amount of this Note if this
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<PAGE>
Note is an Original Issue Discount Note for federal income tax purposes only as
shown above and as percentages of the Amortized Face Amount (as defined below)
of this Note if this Note is an Original Issue Discount Note subject to the
"Special Provisions" below as shown above) are set forth above under "Repayment
Terms," this Note is subject to repayment at the option of the Holder hereof
prior to the Maturity Date upon such terms as are set forth above under
"Repayment Terms." For the Company to repay a Note, the Trustee must receive at
least 15 days but not more than 30 days prior to the Repayment Date: (i) the
Note with the form entitled "Option to Elect Repayment" on the reverse of the
Note duly completed; or (ii) a telegram, telex, facsimile transmission or a
letter from the broker-dealer, commercial bank or trust company in the United
States setting forth the name of the Holder, the principal amount of the Note,
the principal amount of the Note to be repaid, the certificate number or a
description of the tenor and terms of the Note, a statement that the option to
elect repayment is being exercised and a guarantee that the Note to be repaid,
together with the duly completed form entitled "Option to Election Repayment" on
the reverse of the Note; provided however, that the telegram, telex, facsimile
transmission or letter will only be effective if that Note and completed form
are received by the Trustee by the fifth Business Day after the date of that
telegram, telex, facsimile transmission or letter. Exercise of the repayment
option by the Holder of a Note will be irrevocable. The Holder may exercise the
repayment option for less than the entire principal amount of the Note. In the
event of repayment of this Note in part only, a new Note of this series and of
like tenor of an authorized denomination of the portion hereof not repaid will
be issued in the name of the Holder hereof upon the cancellation hereof.
The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Note or certain restrictive covenants and Events of
Default with respect to this Note, in each case upon compliance with certain
conditions set forth in the Indenture.
If an Event of Default with respect to Notes of this series shall occur
and be continuing, the principal due at the Stated Maturity (or, in the case of
Original Issue Discount Notes subject to the "Special Provisions" below as shown
above, the Amortized Face Amount) of this Note may (subject to the conditions
set forth in the Indenture) be declared due and payable in the manner and with
the effect provided in the Indenture. Upon payment (i) of the amount of
principal so declared due and payable and (ii) of interest on any overdue
principal and overdue interest (in each case to the extent that the payment of
such interest shall be legally enforceable), all of the Company's obligations in
respect of the payment of the principal of and interest, if any, on the Notes of
this series shall terminate.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of the Securities at the time Outstanding of each series to be affected and, for
certain purposes, without the consent of the Holders of any Securities at the
time Outstanding. The Indenture also contains provisions permitting the Holders
of specified percentages in aggregate principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon
-8-
<PAGE>
such Holder and upon all future Holders of this Note and of any Note issued upon
the registration of transfer hereof or in exchange hereof or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note.
In determining whether the Holders of the requisite principal amount of
the Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver under the Indenture or whether a quorum is
present at a meeting of Holders of Securities, the principal amount of any
Original Issue Discount Security that shall be deemed to be Outstanding shall be
the amount of the principal thereof that would be due and payable as of the date
of such determination upon the acceleration of the Maturity thereof.
As provided in and subject to the provisions of the Indenture, the
Holder of this Note shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Notes of this series, the Holders of not less than 25% in principal amount of
the Notes of this series at the time Outstanding shall have made written request
to the Trustee to institute proceedings in respect of such Event of Default as
Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not
have received from the Holders of a majority in principal amount of the Notes of
this series at the time Outstanding a direction inconsistent with such request,
and shall have failed to institute any such proceeding, for 60 days after
receipt of such notice, request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this Note for the enforcement of
any payment of principal hereof or any premium or interest hereon on or after
the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Register,
upon surrender of this Note for registration of transfer at the office or agency
of the Company 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, of
like tenor and of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
Unless otherwise set forth above under "Other Terms," the Notes of this
series are issuable only in registered form without coupons in denominations of
$1,000 and any amount in excess thereof which is an integral multiple of $1,000.
As provided in the Indenture and subject to certain limitations (including, if
this Note is a Global Security, certain additional limitations) therein set
forth, Notes of this series are exchangeable for a like aggregate principal
amount of Notes of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
-9-
<PAGE>
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.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered in the Security Register as the
owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
This Note may have such additional or different terms as are set forth
above under "Other Terms." Any terms so set forth shall be deemed to modify
and/or supersede, as necessary, any other terms set forth in this Note.
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
All terms used in this Note which are defined in the Indenture and are
not otherwise defined herein shall have the meanings assigned to them in the
Indenture.
Special Provisions
Unless otherwise indicated above under "Other Terms," if this Note is
an Original Issue Discount Fixed Rate Note subject to these Special Provisions,
as indicated above, the amount due and payable on this Note in the event that
the principal amount hereof is declared due and payable prior to the Maturity
Date hereof or in the event that this Note is redeemed or repaid shall be the
Amortized Face Amount (as defined below) of this Note or, in the case of
redemption or repayment, the specified percentage of the Amortized Face Amount
of this Note on the date such payment is due and payable as determined by the
Company, plus any accrued but unpaid "qualified stated interest" payments (as
defined in the Treasury Regulations regarding original issue discount issued by
the Treasury Department in January 1994 (the "Regulations")).
The "Amortized Face Amount" of this Note shall be the amount equal to
the sum of (i) the issue price (as defined below) of this Note and (ii) that
portion of the difference between the issue price and the principal amount of
this Note due at the Maturity Date thereof that has been amortized at the Stated
Yield (as defined below) of this Note (computed in accordance with Section
1272(a)(4) of the Internal Revenue Code of 1986, as amended, and Section
1.1275-1(b) of the Regulations, in each case as in effect on the issue date of
this Note) at the date as of which the Amortized Face Amount is calculated, but
in no event can the Amortized Face Amount exceed the principal amount of this
Note due at the Maturity Date hereof. As used in the preceding sentence, the
term "issue price" means the principal amount of this Note due at the Maturity
Date hereof less the Original Issue Discount of this Note specified above. The
term "Stated Yield" of this Note means the Yield to Maturity specified above for
the period from the Original Issue Date of this Note specified above, to the
Maturity Date hereof based on the issue price and principal amount payable at
the Maturity Date hereof.
-10-
<PAGE>
Abbreviations
The following abbreviations, when used in the inscription above, shall
be construed as though they were written out in full according to applicable
laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - ________________ Custodian _____________
(Cust) (Minor)
under Uniform Gifts to Minors Act
-------------------------
(State)
Additional abbreviations may also be used though not in the above list.
-11-
<PAGE>
Assignment
FOR VALUE RECEIVED, the undersigned 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
Including Postal Zip Code of Assignee)
the within Security and all rights thereunder, and hereby irrevocably
constitutes and appoints
---------------------------------------------------------------------
to transfer said Security on the books of the Company, with full power of
substitution in the premises.
Dated:
Signature Guaranteed
---------------------------------- -----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of the within Security in
every particular, without alteration or
enlargement or any change whatever.
-12-
<PAGE>
Option to Elect Payment
The undersigned hereby irrevocably requests and instructs the Company
to repay the within Note (or portion thereof specified below) pursuant to its
terms at the applicable Repayment Price, together with interest to the Repayment
Date, to the undersigned at:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please Print or Typewrite Name and Address
Including Postal Zip Code of undersigned)
If less than the entire principal amount of the within Note is to
repaid, specify the portion thereof which the undersigned elects to have
prepaid:
_______________________________________________; and specify the denomination or
denominations (which shall not be less than the minimum authorized denomination)
of the Notes to be issued to the undersigned for the portion of the within Note
not being repaid (in the absence of any such specifications, one such Note will
be issued for the portion not being repaid): ______________________________
Dated:
Signature Guaranteed
---------------------------------- -----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of the within Security in
every particular, without alteration or
enlargement or any change whatever.
-13-
<PAGE>
EXHIBIT F
DARDEN RESTAURANTS, INC.
Medium-Term Notes, Series A
Authentication Certificate Supplemental to the Officers' Certificate
--------------------------------------------------------------------
and Authentication Order dated November 10, 2000
------------------------------------------------
Form of Note:
o Book-Entry
o Certificated
Name and Address of Registered Owner:
Cede & Company
P.O. Box 20, Bowling Green Station
New York, NY 10004
Taxpayer Identification Number of
Registered Owner:
----------------------------------
Principal Amount: U.S. $
---------------------------------
Original Issue Date:
------------------------------------
Maturity Date:
------------------------------------------
o Renewable (as described below)
o Extendible (as described below)
Interest Rate Basis (and, if applicable, related Interest Periods):
o Fixed Rate Note
o CD Rate Note
o Commercial Paper Rate Note
o Federal Funds Rate Note
o LIBOR Note
o Prime Rate Note
o Treasury Rate Note
o Other Base Rate (as described below)
o Indexed Note (as described below)
o Amortizing Note (as described below)
Issue Price (Dollar Amount and Percentage of Principal
Amount): $ / %
------------- ----------
Agent's Commission: $
------------------------------------
Net Proceeds to the Company: $
---------------------------
Trade Date:
---------------------------------------------
Settlement Date:
-----------------------------------------
Redemption Terms:
Repayment Terms:
Calculation Agent:
Exchange Rate Agent:
Paying Agent:
Other Terms:
Denominations: $
-----------------------------------------
Interest Rate/Initial Interest Rate:
--------------------
Interest Payment Dates:
---------------------------------
Regular Record Dates:
-----------------------------------
Interest Reset Dates:
-----------------------------------
Calculation Dates:
-------------------
Index Currency:
-----------------------------------------
Index Maturity:
-----------------------------------------
Spread:
-------------------------------------------------
Spread Multiplier:
-------------------
Maximum Interest Rate:
----------------------------------
Minimum Interest Rate:
----------------------------------
For Original Issue Discount Notes:
Original issue discount: %
--------
Yield to maturity: %
--------
Original issue discount applicable to short accrual period: %
--------
Short accrual period:
--------------------------------
Method used to determine yield to maturity:
o Approximate
o Exact
Original Issue Discount Note:
o Subject to special provisions set forth therein
o For Federal income tax purposes only
Aggregate initial offering price of Debt Securities issued under
Registration Statement No. 333-41350 through date hereof
(including this Note): $
--------
Aggregate initial offering price of Notes issued through date hereof
(including this Note): $
--------
CUSIP Number:
-------------------------------------------
DARDEN RESTAURANTS, INC.
By *
-----------------------------------------------------
By *
-----------------------------------------------------
Dated:
----------
* To be signed by (1) the Chairman of the Board, the President, a Vice
President and (2) the Treasurer, an Assistant Treasurer, the Secretary
or an Assistant Secretary.
