Exhibit 4.2
DARDEN RESTAURANTS, INC.
OFFICERS' CERTIFICATE AND AUTHENTICATION ORDER
FOR 6.000% SENIOR NOTES DUE 2035
Pursuant to the Indenture dated as of January 1, 1996 (the "Indenture")
between Darden Restaurants, Inc. (the "Company") and Wells Fargo Bank, National
Association (as successor to Wells Fargo Bank Minnesota, National Association,
formerly known as Norwest Bank Minnesota, National Association), as trustee (the
"Trustee") and the resolutions adopted by the Board of Directors of the Company
on March 22, 2005, 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 form of the
Securities of such series in accordance with Section 201 of the Indenture, to
request the authentication and delivery of the Securities of such series
pursuant to Section 303 of the Indenture and to comply with the provisions of
Section 102 of the Indenture.
Capitalized terms used but not defined herein and defined in the Indenture
shall have the respective meanings ascribed 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 series of Securities hereby being authorized shall bear the
title "6.000% Senior Notes due 2035" (referred to herein as the "Notes").
(2) The aggregate principal amount of Notes which may be authenticated
and delivered under the Indenture shall be limited to $150,000,000 (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) The date on which the principal of the Notes is due and payable
shall be August 15, 2035.
(5) The Notes shall bear interest at the rate of 6.000% per year
(based upon a 360-day year of twelve 30-day months), from August 12, 2005,
or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, as the case may be, payable semiannually in
arrears on February 15 and August 15 of each year, commencing February 15,
2006, until the principal thereof is paid or made available for payment, to
the Person in whose name such Notes are registered at the close of business
on the February 1 or August 1 Regular Record Date next preceding the
February 15 or August 15 Interest Payment Date. Each February 15 and August
15 shall be an "Interest Payment Date" for the Notes, and the February 1 or
August 1 (whether or not a Business
Day), as the case may be, next preceding an Interest Payment Date shall be
the "Regular Record Date" for the interest payable on such Interest Payment
Date.
(6) The interest on each Note that is not represented by a Global
Security shall be payable at the principal corporate trust office of the
Trustee; provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register. The
principal of (and premium, if any) and interest payable at Maturity on each
Note that is not represented by a Global Security will be made against
presentation of such Note at the principal corporate trust office of the
Trustee. Payment of principal of (and premium, if any) and interest on each
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 Notes represented thereby for all
purposes under the Indenture.
(7) The Notes will be redeemable at the option of the Company, at any
time in whole or from time to time in part, prior to the Stated Maturity
upon not less than 30 days' nor more than 60 days' notice by mail, at a
Redemption Price equal to the greater of (i) 100% of the principal amount
of the Notes to be redeemed and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon (exclusive
of interest accrued to the Redemption Date) discounted to the Redemption
Date on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate, plus 35 basis points plus, in each
case, accrued and unpaid interest on the Notes to the Redemption Date, but
interest installments whose Stated 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 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, the following terms shall have the meanings set forth next to
each of them below:
"Treasury Rate" means, with respect to any Redemption Date, the
rate per year equal to the semiannual 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 or securities selected by an Independent Investment Banker as
having an actual or interpolated maturity comparable to the remaining
term of the Notes to be redeemed that would be utilized, at the time
of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of a comparable
maturity to the remaining term of the Notes.
"Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Trustee after consultation with the
Company.
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"Comparable Treasury Price" means, with respect to any Redemption
Date, (1) the average of the Reference Treasury Dealer Quotations for
such Redemption Date, after excluding the highest and lowest such
Reference Treasury Dealer Quotations, or (2) if the Trustee obtains
fewer than four such Reference Treasury Dealer Quotations, the average
of all such quotations.
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any Redemption Date, the average,
as determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at 3:30 p.m. New York time on the third
business day preceding such Redemption Date.
"Reference Treasury Dealer" means each of (1) Banc of America
Securities LLC or its affiliates which are primary U.S. Government
securities dealers in The City of New York (a "Primary Treasury
Dealer"), and their respective successors, and (2) three other Primary
Treasury Dealers selected by the Company; provided, however, that if
any of the foregoing or their affiliates shall cease to be a Primary
Treasury Dealer, the Company shall substitute therefor another Primary
Treasury Dealer.
(8) The Company shall not be obligated to redeem or purchase any Notes
pursuant to any sinking fund or analogous provision, or at the option of
any Holder thereof.
(16) The Notes shall be issued initially only in the form of one or
more Global Securities registered in the name of the Depositary or its
nominee. The Depositary with respect to such Global Securities shall be The
Depository Trust Company. The Global Securities shall bear the legends set
forth in Annex A hereto.
(19) The Notes shall have such other terms and provisions as are
provided in the form set forth in Annex A hereto.
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
shall be substantially in the form attached as Annex A hereto.
C. Order for the Authentication and Delivery of Debt Securities Pursuant to
Section 303 of the Indenture. It is hereby ordered pursuant to Section 303 of
the Indenture that the Trustee authenticate, in the manner provided by the
Indenture, one Note in the aggregate principal amount of $150,000,000 registered
in the name of Cede & Co., which Note will be duly executed by the proper
officers of the Company and delivered to the Trustee as provided in the
Indenture, and to deliver said authenticated Note to or upon the order of Banc
of America Securities LLC on August 12, 2005.
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.
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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.
IN WITNESS WHEREOF, we have hereunto signed our names on behalf of the
Company.
Dated: August 9, 2005
DARDEN RESTAURANTS, INC.
By: /s/ Linda J. Dimopoulos
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Name: Linda J. Dimopoulos
Title: Senior Vice President and
Chief Financial Officer
By: /s/ William R. White, III
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Name: William R. White, III
Title: Senior Vice President and
Treasurer
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