Item 1.01 Entry into a Material Definitive Agreement.

On September 10, 2021, Darden Restaurants, Inc. ("we," "us" or the "Company") entered into a $1,000,000,000 revolving Credit Agreement (the "Credit Agreement") with Bank of America, N.A., as administrative agent, and the lenders (the "Lenders") and other agents party thereto. The Credit Agreement is filed as Exhibit 10.1 to this Report.

The Credit Agreement is a senior unsecured credit commitment to the Company and contains customary representations and affirmative and negative covenants (including limitations on liens and subsidiary debt and a maximum consolidated total debt to total capitalization ratio of 0.75 to 1.00). The Credit Agreement also contains events of default customary for credit facilities of this type.

The Credit Agreement matures on September 10, 2026, and the proceeds may be used for working capital and capital expenditures, the refinancing of certain indebtedness, certain acquisitions and general corporate purposes. The Credit Agreement also contains a sublimit of $150,000,000 for the issuance of letters of credit.

Interest rates on borrowings under the Credit Agreement will be based on prevailing interest rates as described in the Credit Agreement and, in part, upon our credit ratings. Pricing for interest and fees under the Credit Agreement may be modified in the event of a change in the rating of our long-term senior unsecured debt.

The Credit Agreement replaced the Company's Prior Credit Agreement described below under Item 1.02. As of September 10, 2021, we had no borrowings outstanding under the Prior Credit Agreement.

Certain of the Lenders and their affiliates have provided, from time to time, and may continue to provide, investment banking, commercial banking, financial and other services to the Company, including letters of credit, derivative transactions, transfer agent services, trustee and custodial services, depository services and account processing services, for which the Company has paid and intends to pay customary fees.

The preceding description of the Credit Agreement is qualified in its entirety by reference to the full text of the Credit Agreement, which is attached as Exhibit 10.1.




Item 1.02   Termination of a Material Definitive Agreement.

Upon effectiveness of the Credit Agreement described under Item 1.01 above on September 10, 2021, the Company terminated its prior $750,000,000 credit agreement, dated as of October 27, 2017 and amended as of March 25, 2020 (the "Prior Credit Agreement"), by and among us, Bank of America, N.A., as administrative agent, and the lenders party to the Prior Credit Agreement. There were no amounts outstanding under the Prior Credit Agreement on September 10, 2021. A brief description of any material relationships between us and the administrative agent and the lenders under the Prior Credit Agreement, other than in respect of the Prior Credit Agreement, is provided under Item 1.01 above.




Item 2.03       Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
                Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.




                 Item 9.01   Financial Statements and Exhibits.


(d)Exhibits.
   Exhibit
    Number           Description of Exhibit
     10.1              Credit Agreement, dated as of     September 10    , 20    21    , among
                     Darden Restaurants, Inc., certain lenders party thereto and Bank of America,
                     N.A., as administrative agent.




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