On June 18, 2012, the Company agreed to issue and sell $80,000,000 3.79% Senior Notes due August 28, 2019 (the "2019 Notes") and $220,000,000 4.52% Senior Notes due August 28, 2024 (the "2024 Notes") (collectively, the "Notes"), pursuant to the provisions of a Note Purchase Agreement dated June 18, 2012, among the Company and the Purchasers named therein. The sale and purchase of the Notes shall occur at a closing on August 28, 2012, or such other business day thereafter on or prior to September 6, 2012 as may be agreed upon by the Company and the Purchasers. The Company intends to use the net proceeds from the offering of the Notes for the repayment of existing indebtedness, and for other general corporate purposes. The Notes were offered in a private placement transaction exempt from the registration requirements of the Securities Act of 1933, as amended.

The Note Purchase Agreement contains customary representations and affirmative and negative covenants (including limitations on liens and a provision permitting a maximum Priority Debt of 20% of Consolidated Tangible Net Worth, as such terms are defined therein). The Note Purchase Agreement also contains events of default customary for agreements of this type (with customary grace periods, as applicable), including nonpayment of principal or interest when due; material incorrectness of representations and warranties when made; breach of covenants; bankruptcy and insolvency; unsatisfied ERISA obligations; unstayed material judgment beyond specified periods; and default under other material indebtedness.

The preceding description of the Note Purchase Agreement is qualified in its entirety by reference to the full text of the Note Purchase Agreement, which is filed as Exhibit 4.1 to this Report.

(d) Exhibits.

Exhibit
Number    Description
          Note Purchase Agreement dated June 18, 2012, between the Company and the
  4.1     Purchasers named therein.
  4.2     Form of 2019 Note (included as Exhibit 1(a) to Exhibit 4.1).
  4.3     Form of 2024 Note (included as Exhibit 1(b) to Exhibit 4.1).
          Press Release dated June 19, 2012, entitled "Darden Restaurants, Inc.
  99      Announces New Board Members."