Page SECTION 1. REPRESENTATIONS AND WARRANTIES...............................3 (a) REPRESENTATIONS AND WARRANTIES BY THE COMPANY...................3 (b) OFFICER'S CERTIFICATES.........................................12 SECTION 2. SALE AND DELIVERY TO...Underwriting Agreement • August 11th, 2005 • Darden Restaurants Inc • Retail-eating places • New York
BETWEENRights Agreement • August 20th, 1998 • Darden Restaurants Inc • Retail-eating places • Florida
TERMS AGREEMENT August 30, 2000Terms Agreement • August 31st, 2000 • Darden Restaurants Inc • Retail-eating places • Florida
We understand that Darden Restaurants, Inc., a Florida corporation (the "Company"), proposes to issue and sell $150,000,000 aggregate principal amount of its 8.375% Notes Due 2005 (the "Notes") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we, the underwriters named below (the "Underwriters"), offer to purchase, severally and not jointly, the principal amount of Underwritten Securities opposite our names set forth below at the purchase price set forth below. Capitalized terms used herein and not otherwise defined shall have the respective meanings given to such terms under the Indenture dated as of January 1, 1996 (the "Indenture") between the Company and Wells Fargo Bank Minnesota, National Association (formerly known as Norwest Bank Minnesota, National Association), as trustee (the "Trustee"), and under the Officer's Certificate and Authentication Order, (the "C
Exhibit 4 AMENDMENT TO RIGHTS AGREEMENT This Amendment dated as of June 2, 2006, effective as of June 5, 2006 (the "Effective Date"), is by and between Darden Restaurants, Inc. (the "Company"), Wachovia Bank, National Association ("Wachovia"), and...Rights Agreement • June 5th, 2006 • Darden Restaurants Inc • Retail-eating places
Exhibit 10(a) CREDIT AGREEMENT dated as of October 29, 1999Credit Agreement • October 9th, 2002 • Darden Restaurants Inc • Retail-eating places • Georgia
amongCredit Agreement • January 6th, 2004 • Darden Restaurants Inc • Retail-eating places • North Carolina
EXHIBIT 10(k) NON-NEGOTIABLE PROMISSORY NOTE FOR VALUE RECEIVED, (the "Maker") promises to pay to the order of GMRI, Inc., a Florida corporation (which together with any successor, assignee or endorsee is hereinafter referred to as the "Holder"), at...Stock Pledge Agreement • August 16th, 2001 • Darden Restaurants Inc • Retail-eating places • Florida
Exhibit 1.1 =================================================================== ============= DARDEN RESTAURANTS, INC. (a Florida corporation) UNDERWRITING AGREEMENT August ___, 2000 TABLE OF CONTENTSUnderwriting Agreement • August 22nd, 2000 • Darden Restaurants Inc • Retail-eating places • New York
DARDEN RESTAURANTS, INC. and WACHOVIA BANK, NATIONAL ASSOCIATION Rights Agreement Dated as of May 16, 2005Agreement • May 16th, 2005 • Darden Restaurants Inc • Retail-eating places • Florida
Exhibit 10(b) [Execution copy] FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made as of the 26th day of July, 2002, by and among DARDEN RESTAURANTS, INC., a Florida corporation (the "Borrower"), the...Credit Agreement • October 9th, 2002 • Darden Restaurants Inc • Retail-eating places • Georgia
amongCredit Agreement • August 18th, 2005 • Darden Restaurants Inc • Retail-eating places • New York
EXHIBIT 1.1Distribution Agreement • November 13th, 2000 • Darden Restaurants Inc • Retail-eating places • New York
TERM LOAN AGREEMENT Dated as of May 31, 2023 among DARDEN RESTAURANTS, INC., as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, and THE LENDERS PARTY HERETO WELLS FARGO BANK, NATIONAL ASSOCIATION and TRUIST BANK, as Syndication Agents MIZUHO...Term Loan Agreement • June 1st, 2023 • Darden Restaurants Inc • Retail-eating places • New York
CREDIT AGREEMENT Dated as of September 10, 2021 among DARDEN RESTAURANTS, INC., as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, and THE LENDERS PARTY HERETO WELLS FARGO BANK, NATIONAL ASSOCIATION, and U.S. BANK NATIONAL ASSOCIATION, as...Credit Agreement • September 13th, 2021 • Darden Restaurants Inc • Retail-eating places • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of September 10, 2021, among DARDEN RESTAURANTS, INC., a Florida corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.
MANAGEMENT CONTINUITY AGREEMENT (as amended) THIS MANAGEMENT CONTINUITY AGREEMENT (the "Agreement") between Darden Restaurants, Inc., a Florida corporation (the "Corporation"), and (the "Executive"), is hereby entered into as of , 19 (the "date...Management Continuity Agreement • August 15th, 1997 • Darden Restaurants Inc • Retail-eating places • Florida
EXECUTION COPY AGREEMENT AND PLAN OF MERGER Dated as of August 16, 2007 among DARDEN RESTAURANTS, INC. SURF & TURF MERGER CORP. and RARE HOSPITALITY INTERNATIONAL, INC.Agreement and Plan of Merger • August 17th, 2007 • Darden Restaurants Inc • Retail-eating places • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 16, 2007, by and among Darden Restaurants, Inc., a Florida corporation (“Parent”), Surf & Turf Merger Corp., a Georgia corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and RARE Hospitality International Inc., a Georgia corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among DARDEN RESTAURANTS, INC., RUBY ACQUISITION CORPORATION and RUTH’S HOSPITALITY GROUP, INC. Dated as of May 2, 2023Agreement and Plan of Merger • May 3rd, 2023 • Darden Restaurants Inc • Retail-eating places • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 2, 2023, by and among Darden Restaurants, Inc., a Florida corporation (“Parent”), Ruby Acquisition Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Ruth’s Hospitality Group, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in this Agreement.
TERM LOAN CREDIT AGREEMENT Dated as of April 6, 2020 amongTerm Loan Credit Agreement • April 7th, 2020 • Darden Restaurants Inc • Retail-eating places • New York
This TERM LOAN CREDIT AGREEMENT (“Agreement”) is entered into as of April 6, 2020, among DARDEN RESTAURANTS, INC., a Florida corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent.
R E C I T A L S: The Borrower, the Agent and the Banks have entered into a certain Credit Agreement dated as of October 17, 2003 (the "Credit Agreement"). Capitalized terms used in this Amendment which are not otherwise defined in this Amendment shall...Credit Agreement • April 6th, 2004 • Darden Restaurants Inc • Retail-eating places • New York
AMENDMENT NO. 1 TO THE REVOLVING CREDIT AGREEMENTCredit Agreement • June 1st, 2023 • Darden Restaurants Inc • Retail-eating places • New York
AMENDMENT NO. 1 TO THE REVOLVING CREDIT AGREEMENT (this “Amendment”) by and among DARDEN RESTAURANTS, INC., a Florida corporation (the “Borrower”), the financial institutions party hereto (collectively, the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
a Florida corporation) UNDERWRITING AGREEMENT April 20, 2020Underwriting Agreement • April 23rd, 2020 • Darden Restaurants Inc • Retail-eating places • New York
DARDEN RESTAURANTS, INC.Performance Stock Unit Award Agreement • July 23rd, 2021 • Darden Restaurants Inc • Retail-eating places • Florida
This Performance Stock Unit Award Agreement (the “Agreement”) is between Darden Restaurants, Inc., a Florida corporation (the “Company”), and you (Eugene I. Lee, Jr.), a person notified by the Company, and identified in the Company’s records, as the recipient of an Award of performance-based Restricted Stock Units (“Performance Stock Units”) during the Company’s fiscal year 20__. This Agreement is effective as of the Grant Date communicated to you and set forth in the Company’s records.
CREDIT AGREEMENT Dated as of September 20, 2007 among DARDEN RESTAURANTS, INC. as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, SUNTRUST BANK, as Co-Syndication Agent WACHOVIA BANK, N.A. , as Co-Syndication Agent, WELLS FARGO BANK, N.A.,...Credit Agreement • September 24th, 2007 • Darden Restaurants Inc • Retail-eating places • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of September 20, 2007, among DARDEN RESTAURANTS, INC., a Florida corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.
RIGHTS AGREEMENT between DARDEN RESTAURANTS, INC. and WELLS FARGO BANK, N.A. as Rights Agent Dated as of June 23, 2015Rights Agreement • June 23rd, 2015 • Darden Restaurants Inc • Retail-eating places • Florida
This RIGHTS AGREEMENT, dated as of June 23, 2015 (this “Agreement”), between Darden Restaurants, Inc., a Florida corporation (the “Company”), and Wells Fargo Bank, N.A., a national banking association organized under the laws of the United States of America, as rights agent (the “Rights Agent”).
EXHIBIT 10(q) DARDEN RESTAURANTS, INC. 2002 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT This Restricted Stock Award Agreement is between Darden Restaurants, Inc., a Florida corporation (the "Company"), and you, the person named in the...Restricted Stock Award Agreement • July 29th, 2005 • Darden Restaurants Inc • Retail-eating places • Florida
DARDEN RESTAURANTS, INC. 2015 OMNIBUS INCENTIVE PLANRestricted Stock Unit Award Agreement • July 24th, 2020 • Darden Restaurants Inc • Retail-eating places • Florida
This Restricted Stock Unit Award Agreement (the “Agreement”) is between Darden Restaurants, Inc., a Florida corporation (the “Company” or “Corporation”), and you, a person notified by the Company, and identified in the Company’s records, as the recipient of an Award of Restricted Stock Units during the Company’s fiscal year 20[__]. This Agreement is effective as of the Grant Date communicated to you and set forth in the Company’s records.
FY 20[__] RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • July 24th, 2020 • Darden Restaurants Inc • Retail-eating places • Florida
This Restricted Stock Award Agreement (the “Agreement”) is between Darden Restaurants, Inc., a Florida corporation (the “Company” or “Corporation”), and you, a person notified by the Company, and identified in the Company’s records, as the recipient of an Award of Restricted Stock during the Company’s fiscal year 20[__]. This Agreement is effective as of the Grant Date communicated to you and set forth in the Company’s records.
DARDEN RESTAURANTS, INC. BENEFITS TRUST AGREEMENT This BENEFITS TRUST AGREEMENT entered into as of October 3, 1995, is between Darden Restaurants, Inc., (the "Grantor") and Norwest Bank Minnesota, N.A. (the "Trustee"). 1. Purpose. The purpose of this...Benefits Trust Agreement • August 15th, 1997 • Darden Restaurants Inc • Retail-eating places • Minnesota
CREDIT AGREEMENT Dated as of October 3, 2011 among DARDEN RESTAURANTS, INC. as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, and THE LENDERS PARTY HERETO WELLS FARGO BANK, N.A., as Syndication Agent SUNTRUST BANK and U.S. BANK NATIONAL...Credit Agreement • October 3rd, 2011 • Darden Restaurants Inc • Retail-eating places • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of October 3, 2011, among DARDEN RESTAURANTS, INC., a Florida corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORSRestricted Stock Unit Award Agreement • July 21st, 2017 • Darden Restaurants Inc • Retail-eating places • Florida
This Restricted Stock Unit Award Agreement (the “Agreement”) is between Darden Restaurants, Inc., a Florida corporation (the “Company” or “Corporation”), and you, a person notified by the Company, and identified in the Company’s records, as the recipient of an Award of Restricted Stock Units during the Company’s fiscal year 20[__]. This Agreement is effective as of the Grant Date communicated to you and set forth in the Company’s records.
DARDEN RESTAURANTS, INC. FY 20[__] NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • July 24th, 2020 • Darden Restaurants Inc • Retail-eating places • Florida
This Nonqualified Stock Option Award Agreement (the “Agreement”) is between Darden Restaurants, Inc., a Florida corporation (the “Company” or “Corporation”), and you, a person notified by the Company and identified in the Company’s records, as the recipient of a Nonqualified Stock Option grant during the Company’s fiscal year 20[__]. This Agreement is effective as of the Grant Date communicated to you and set forth in the Company’s records.
a Florida corporation) UNDERWRITING AGREEMENT February 7, 2018Underwriting Agreement • February 8th, 2018 • Darden Restaurants Inc • Retail-eating places • New York
Darden Restaurants, Inc., a Florida corporation (the “Company”), proposes to issue and sell to the several underwriters named in Exhibit A hereto (the “Underwriters”) $300,000,000 aggregate principal amount of the Company’s 4.550% Senior Notes due 2048 (the “Notes”). Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC shall be designated and will act as Representatives (the “Representatives”) of the several Underwriters in connection with the offering and sale of the Notes.
DARDEN RESTAURANTS, INC. 2002 STOCK INCENTIVE PLAN FY ______ PERFORMANCE STOCK UNITS AWARD AGREEMENTStock Units Award Agreement • July 24th, 2015 • Darden Restaurants Inc • Retail-eating places • Florida
This Performance Stock Units Award Agreement is between Darden Restaurants, Inc., a Florida corporation (the “Company” or “Corporation”), and you, a person notified by the Company, and identified in the Company’s records, as the recipient of an Award of Performance Stock Units during the Company’s fiscal year _____. This Agreement is effective as of the date of grant communicated to you and set forth in the Company’s records (the “Grant Date”).
ASSET AND STOCK PURCHASE AGREEMENT dated as of May 15, 2014 by and between DARDEN RESTAURANTS, INC. andAsset and Stock Purchase Agreement • May 23rd, 2014 • Darden Restaurants Inc • Retail-eating places • Delaware
This ASSET AND STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of May 15, 2014 by and between DARDEN RESTAURANTS, INC., a Florida corporation (“Seller”), and RL Acquisition, LLC, a Delaware limited liability company (“Buyer”). Each of Seller and Buyer is referred to herein as a “Party” and collectively as the “Parties”.
CONFIDENTIALITY AGREEMENT March 8, 2023Confidentiality Agreement • May 16th, 2023 • Darden Restaurants Inc • Retail-eating places
In connection with a possible negotiated transaction (the “Transaction”) between Ruth’s Hospitality Group, Inc., a Delaware corporation (together with its subsidiaries, “RHGI” or the “Disclosing Party”), and Darden Restaurants, Inc., a Florida corporation (together with its subsidiaries, the “Receiving Party”, and each of RHGI and the Receiving Party individually referred to as a “Party”, and collectively, the “Parties”), RHGI may disclose and/or deliver (or cause to be disclosed and/or delivered) to the Receiving Party certain information about itself and its affiliates, including about its and its affiliates’ ownership structure, properties, employees, finances, businesses and operations.
