Exhibit 10.1




 




OMNIBUS AMENDMENT

AGREEMENT




 




THIS OMNIBUS

AMENDMENT AGREEMENT (this “Amendment”) is made as of January 16, 2003, by and

among General Mills, Inc., a Delaware corporation (“General Mills”), The

Pillsbury Company, a Delaware corporation (“Pillsbury” and, together with

General Mills, the “Sellers” and each, a “Seller”), International Multifoods

Corporation, a Delaware corporation (“Buyer”), and Sebesta Blomberg &

Associates, Inc. (“Trustee”).  Unless otherwise

specified, capitalized terms herein shall have the respective meanings ascribed

to them in the Asset Sale Agreement (as herein defined).




 




WITNESSETH:




 




WHEREAS,

Sellers and Buyer are the parties to that certain Amended and Restated Asset

Purchase and Sale Agreement, dated as of October 24, 2001, as amended by that

certain Closing Agreement dated as of November 13, 2001 (the “Asset Sale

Agreement”).




 




WHEREAS,

General Mills and Buyer are parties to the Co-Pack Agreement, the Conversion

Plan Agreement and the Transition Services Agreement, each dated as of November

13, 2001, and that certain Hold Separate Agreement, dated as of October 29,

2001 (the “Hold Separate Agreement”).




 




WHEREAS,

General Mills, Buyer and the Trustee are parties to that certain Trust

Agreement, dated as of November 7, 2001 (the “Trust Agreement”).




 




WHEREAS,

General Mills, Buyer, Pillsbury and the Trustee (to the extent they are parties

thereto) desire to amend each of the foregoing agreements as set forth in this

Amendment.




 




NOW,

THEREFORE, in consideration of the foregoing and the mutual covenants and

agreements contained in this Amendment, and intending to be legally bound

hereby, the parties hereto agree as follows:




 




1.                                       Amendment

of Asset Sale Agreement.




 




(a)                                  Definition

of Conversion Date and Definition of Deferred Amount.  The definition of “Conversion Date” in

Section 1.1 of the Asset Sale Agreement is hereby amended to read in its

entirety as follows and the definition of “Deferred Amount” in Section 1.1 of

the Asset Sale Agreement is hereby deleted:




 




““Conversion Date” shall be the same date as the Toledo Plant Closing

Date.”




 




(b)                                 Definition

of Excluded Taxes.  In the

definition of “Excluded Taxes” in Section 1.1 of the Asset Sale Agreement,

clauses (5) and (6) thereof are hereby deleted and replaced with the following:




 




“(5) any

Taxes attributable to each Other Business, the Other Business Inventory or the

Other Assets for any Tax period (or portion thereof) ending on or before the

Closing Date, (6) any Taxes attributable to the Toledo Plant for any Tax period

(or portion




 





























 




thereof)

ending on or before the Toledo Plant Closing Date and (7) any Taxes

attributable to the RTS Certification Date Inventory for any Tax period (or

portion thereof) ending on or before the RTS Certification Date; provided,

however, that Excluded Taxes shall not include, and Sellers shall not be

responsible for, (A) any Taxes which are passed through to Buyer or any of its

Affiliates (or for which Buyer or any of its Affiliates are otherwise

responsible) under the Co-Pack Agreement or any of the Collateral Agreements or

any lease or any similar agreement between or among Buyer, any of the Sellers

or any of their respective Affiliates, (B) any Taxes attributable to actions,

other than in the ordinary course of business, taken by Buyer on the Closing

Date after the Closing to the extent such actions cause the amount of Taxes for

the Pre-Closing Tax Period to exceed the amount of Taxes that would otherwise

be payable for such Pre-Closing Tax Period in the absence of such actions by

Buyer and (C) Transfer Taxes (except as provided in Section 7.3)”




 




(c)                                  Definition

of Relevant Date.  In the definition

of “Relevant Date” in Section 1.1 of the Asset Sale Agreement, the following is

hereby added immediately before the period therein:




 




“and (c) in

the case of the RTS Certification Date Inventory, “Relevant Date” shall mean

the RTS Certification Date”




 




(d)                                 Addition

of Definition of RTS Certification Date, etc.  The following text is hereby inserted into Section 1.1 of the

Asset Sale Agreement between the definitions of “Robin Hood Products” and

“Seller’s Knowledge”:




 




““RTS Certification Date” shall have the meaning assigned thereto in

the Conversion Plan Agreement.




 




“RTS Certification Date Interest Rate” shall mean the rate per annum

equal to the prime commercial lending rate quoted as of the RTS Certification

Date by Morgan Guaranty Trust Company of New York.




 




“RTS Certification Date Inventory” shall have the meaning assigned

thereto in Section 2.10A.”




 




(e)                                  Definition

of Special Inventory.  The

definition of “Special Inventory” in Section 1.1 of the Asset Sale Agreement is

hereby amended by adding the following text immediately after the reference

therein to “the Conversion Date Inventory”:




 




“, the RTS

Certification Date Inventory”




 




(f)                                    Definition

of Straddle Period.  In the

definition of “Straddle Period” in Section 1.1 of the Asset Sale Agreement,

clause (5) thereof and the reference to “and” immediately preceding such clause

are hereby deleted and replaced with the following:




 




“, (5) in the

case of the RTS Certification Date Inventory, any complete Tax period that

includes but does not end on the RTS Certification Date and (6) otherwise, any

complete Tax period that includes but does not end on the Closing Date.”




 




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(g)                                 Addition

of Definition of Toledo Cut Off Date, etc. 

The following text is hereby inserted into Section 1.1 of the Asset Sale

Agreement between the definitions of “Title Commitment” and “Toledo Employees”:




 




““Toledo Cut Off Date” shall mean March 3, 2003 or such other date as

the parties may designate by mutual agreement. 

Notwithstanding any other provision of this Agreement, each reference in

this Agreement to the Conversion Date, to the extent such reference would, but

for the second sentence of the definition of Toledo Cut Off Date Inventory,

relate to the Conversion Date Inventory, shall be deemed to be a reference to

the Toledo Cut Off Date.




 




“Toledo Cut Off Date Inventory” shall have the meaning assigned thereto

in Section 2.10(a).  Notwithstanding any

other provision of this Agreement, each reference in this Agreement to the

Conversion Date Inventory shall be deemed to be a reference to the Toledo Cut

Off Date Inventory.




 




“Toledo Cut Off Date Inventory Statement” shall have the meaning assigned

thereto in Section 2.10(a). 

Notwithstanding any other provision of this Agreement, each reference in

this Agreement to the Conversion Date Inventory Statement shall be deemed to be

a reference to the Toledo Cut Off Date Inventory Statement.




 




“Toledo Cut Off Date Payment” shall have the meaning assigned thereto

in Section 2.10(e).  Notwithstanding any

other provision of this Agreement, each reference in this Agreement to the

Conversion Date Payment shall be deemed to be a reference to the Toledo Cut Off

Date Payment.”




 




(h)                                 Amendment

of Section 2.5(i).  Section 2.5(i)

of the Asset Sale Agreement is hereby amended by deleting (x) the reference to

“or the Conversion Date Inventory Statement” and replacing it with “, the

Toledo Cut Off Date Inventory Statement” or the RTS Certification Date

Inventory Statement and (y) the reference to “a Conversion Date Payment

pursuant to Section 2.10” and replacing it with “a Toledo Cut Off Date Payment

pursuant to Section 2.10 or a RTS Certification Date Payment pursuant to

Section 2.10A”.




 




(i)                                     Amendment

of Section 2.10.  Section 2.10 of

the Asset Sale Agreement is hereby amended to read in its entirety as set forth

on Exhibit 1 hereto.




 




(j)                                     Addition

of Section 2.10A.  A new Section

2.10A is hereby added to the Asset Sale Agreement as set forth on Exhibit 2

attached hereto.




 




(k)                                  Amendment

of Section 3.5.  References in the

last sentence of Section 3.5 of the Asset Sale Agreement to the Conversion Date

Inventory shall be deemed to be references to the RTS Certification Date Inventory

as well as the Toledo Cut Off Date Inventory.




 




(l)                                     Amendment

of Section 3.8.  Section 3.8 of the

Asset Sale Agreement is hereby amended to read in its entirety as follows:




 




“3.8                         Inventory.  At the Closing, the Toledo Cut Off Date or

the RTS Certification Date, as applicable, the Inventory, the Other Business

Inventory, the Toledo




 




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Cut Off Date

Inventory and the RTS Certification Date Inventory, respectively, will (A) be

current, non-obsolete, neither damaged nor defective, saleable in the ordinary

course and merchantable and fit for the purpose for which it was procured or

manufactured, and (B) meet applicable manufacturing specifications and be

suitable for use in the Business or each Other Business, as applicable.  Without limiting the foregoing, at such

dates, none of the Inventory, the Other Business Inventory, the Toledo Cut Off

Date Inventory or the RTS Certification Date Inventory will be defective, infested,

adulterated or otherwise misbranded (within the meaning of the Food, Drug and

Cosmetics Act or within the meaning of any other applicable food and drug Law),

improperly packed or stored or physically damaged, bear product expiration code

dates on or prior to the Closing Date, the Toledo Cut Off Date or the RTS

Certification Date, as applicable, or on or prior to the date such Inventory,

Other Business Inventory, Toledo Cut Off Date Inventory or RTS Certification

Date Inventory is expected to be sold or used in the ordinary course of business

or constitute articles which may not, under the provisions of the Food, Drug

and Cosmetics Act, be introduced into interstate commerce.  At the Closing, the Inventory will be at

levels sufficient for Buyer to conduct the Business in the ordinary course

consistent with past practice, taking into account the arrangements under this

Agreement and the Collateral Agreements, including the Co-Pack Agreement.  Since January 1, 1999, such Seller has

purchased Inventory in the ordinary course and in all material respects

consistent with such Seller’s past practices.”




 




(m)                               Amendment

of Section 5.1.  The text of Section

5.1 of the Asset Sale Agreement appearing before the words “provided,

that” is hereby amended to read in its entirety as follows:




 




“From the date

of this Agreement and through the Closing or, in the case of access to the

Toledo Plant, through the Toledo Plant Closing Date, or, in the case of access

to the portions of the Tennessee Plant related to the production of dry mix

products, through January 17, 2003, or, in the case of access to the portions

of the Tennessee Plant related to the production of ready-to-spread frosting

products, through the RTS Certification Date, such Seller will grant to, or

cause to be granted to, Buyer and its representatives, employees, counsel,

accountants and prospective lenders reasonable access, during normal business

hours and upon reasonable notice, to the personnel, properties, books and

records of such Seller relating primarily to the Business and the Assets and the

transition of the Business and Other Businesses and the Assets and the Other

Assets to Buyer;”




 




(n)                                 Amendment

of Sections 8.4(a) and (b). 

Sections 8.4(a) and (b) of the Asset Sale Agreement are hereby amended

to read in their entirety as set forth on Exhibit 3 hereto.




 




(o)                                 Amendment

of Section 9.3(vi).  Clause (vi) of

Section 9.3 of the Asset Sale Agreement is hereby amended to read in its

entirety as follows:




 




“(vi) without

limiting the generality of the foregoing, any liability, obligation or

commitment resulting from the ownership, operation or condition (w) of the

Business, the Assets (not including the Toledo Plant Assets) or Windmill

following the Closing, (x) of




 




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each Other

Business, the Other Business Inventory or the Other Assets following the

Closing Date, (y) of the Toledo Cut Off Date Inventory following the Toledo Cut

Off Date, (z) of the RTS Certification Date Inventory following the RTS

Certification Date or (ww) of the Toledo Plant Assets (including in respect of

any Hazardous Materials located in, on, under or about the Toledo Plant after

the Toledo Plant Closing Date, except to the extent the related liability,

obligation or commitment is covered by Sellers’ indemnification obligation set

forth in Section 9.2)  following the Toledo Plant Closing Date

(or on the Toledo Plant Closing Date to the extent arising from Buyer’s

operation on the Toledo Plant Closing Date), in each case other than Excluded

Liabilities (except for Excluded Environmental Liabilities in respect of which

Sellers are not obligated to indemnify Buyer pursuant to Section 9.2) or other

obligations which Sellers have expressly agreed to pay pursuant to this

Agreement or the Collateral Agreements; provided, however, that

with respect to any such liability, obligation or commitment that would not

have resulted but for a breach of either Seller’s representations, warranties,

covenants or agreements contained herein that is covered by Sellers’

indemnification obligations under Section 9.2, Buyer’s indemnification

obligations under this clause (vi) shall not apply to the extent of (but only

to the extent of) the indemnification obligations of Sellers for such breach

pursuant to Section 9.2.




 




(p)                                 Amendment

of Schedule 2.3(f)(ii).  Item 3 of

Schedule 2.3(f)(ii) to the Asset Sale Agreement is hereby amended to read in

its entirety as follows:




 




“3.                                 Air

Liquide America Corporation Bulk Product Agreement dated August 1, 2001,

between General Mills Operations, Inc. and Air Liquide America Corporation, as

supplemented by letters dated January 28, 2002 and April 29, 2002.”




 




(q)                                 Amendment

of Schedule 2.4.  Clause (b) in the

last paragraph of Schedule 2.4 to the Asset Sale Agreement is hereby amended to

read in its entirety as follows:




 




“(b) included

in the definition of Assets in Section 2.3 of the Asset Purchase and Sale

Agreement (including the Schedules thereto, but excluding Schedule 2.3(l)

thereof) or the definition in the Asset Purchase and Sale Agreement of any

Other Assets, Other Business Inventory, RTS Certification Date Inventory or

Toledo Cut Off Date Inventory or”




 




(r)                                    Amendment

of Schedule 2.9(a).  The following

text is hereby inserted in Schedule 2.9(a) to the Asset Sale Agreement

immediately after the reference to “the Closing Inventory Statement,” and the

reference to “Conversion Date Inventory Statement” therein is hereby deleted:




 




“RTS

Certification Date Inventory Statement, the Toledo Cut Off Date Inventory

Statement”




 




(s)                                  Amendment

of Schedule 3.5.  Item 44 of

Schedule 3.5 to the Asset Sale Agreement is hereby amended to read in its

entirety as follows:




 




“44.                           Air

Liquide America Corporation Bulk Product Agreement dated August 1, 2001,

between General Mills Operations, Inc. and Air Liquide America Corporation, as

supplemented by letters dated January 28, 2002 and April 29, 2002.”




 




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(t)                                    Amendment

of Section 7.3(c).  Section 7.3(c)

of the Asset Sale Agreement is hereby amended to add the following at the end

of the first sentence thereof:




 




“and (iii) all

Returns with respect to Taxes attributable to the RTS Certification Date

Inventory required to be filed (taking into account extensions therefor) prior

to the RTS Certification Date”




 




2.                                       Co-Pack

Agreement.




 




(a)                                  Addition

of Section 1(h).  A new Section 1(h)

is hereby added to the Co-Pack Agreement as follows:




 




“(h)                           Notwithstanding

Section 1(g) above, Seller shall cause the Third-Party Co-Packer to (x) deliver

to the Toledo Plant, promptly after January 17, 2003, all dedicated raw material,

packaging and work-in-process inventory and finished goods, if any, (except

such inventory in the nature of, or primarily related to, ready-to-spread

frosting) held by General Mills at the Tennessee Plant as of January 17, 2003,

for use of the Business and (y) supervise and control the production of dry mix

Products for Buyer pursuant to this Agreement at the Toledo Plant from January

17, 2003 through the Toledo Plant Closing; provided, that

notwithstanding such delivery and supervision and control by the Third-Party

Co-Packer, Seller shall remain fully liable for the fulfillment of all of its

obligations hereunder.  Notwithstanding

any other provision of this Agreement, from and after the Toledo Plant Closing,

the Toledo Plant shall cease to be a “Plant” hereunder and Seller and the

Third-Party Co-Packer shall have no further right of access to the Toledo Plant

(except to the extent set forth in the Conversion Plan Agreement with respect

to Seller).”




 




(b)                                 Amendment

of Section 2(a).  The following text

is hereby added to the end of Section 2(a) of the Co-Pack Agreement:




 




“Notwithstanding

any other provision of this Agreement, the license granted pursuant to this

Section 2(a) and Seller’s and Buyer’s obligations under Section 2(b) shall

terminate with respect to Equipment located at the Toledo Plant on or after the

Toledo Plant Closing Date.”




 




(c)                                  Amendment

of Section 2(c).  The definition of

Co-Pack Know-How in Section 2(c) of the Co-Pack Agreement is hereby amended by

adding the following immediately before the period at the end thereof:  “provided, that for purposes of this

definition of “Co-Pack Know-How”, the term Products shall be deemed to exclude

all dry mix Products from and after the Toledo Plant Closing Date (as that term

is defined in the Asset Purchase Agreement).” 

Further the definition of Co-Pack Product is hereby amended to read in

its entirety as follows:




 




““Co-Pack

Product” shall mean a Product (as that term is defined in the Co-Pack

Agreement) which is a Covered Product; provided, that from and after the

Toledo Plant Closing Date (as that term is defined in the Asset Purchase

Agreement), the term Co-Pack Product shall not include any dry mix Products.”




 




(d)                                 Amendment

of Section 6.  Section 6 of the

Co-Pack Agreement is hereby amended to read in its entirety as follows:




 




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“6.                                 Term.  The term of this Agreement shall

be deemed to have commenced as of the date of this Agreement and shall continue

through the RTS Certification Date (the “Termination Date”); provided, however,

that Seller’s obligation to produce and Buyer’s obligation to purchase Other

Products shall commence as of the date of this Agreement and terminate sixty

(60) days from the date thereof, and Seller’s obligation to produce and Buyer’s

obligation to purchase dry mix Products shall commence as of the date of this

Agreement and terminate on January 17, 2003 (with respect to any such Products

at the Tennessee Plant) and on the Toledo Plant Closing Date (with respect to

any such Products at the Toledo Plant).”




 




3.                                       Conversion

Plan Agreement.




 




(a)                                  Amendment

of Section 1.1.  The reference in

Section 1.1 of the Conversion Plan Agreement to “a new Jones model PK4000

“Pouch King” line” is hereby replaced in its entirety with the following:  “a bag-in-a-box system with two twin

filler/baggers and a new Bepex/SSOE processing system (the “Bag-in-Box

System”)”.  Further, clause (y) of such

Section 1.1 is hereby amended to read in its entirety as follows:  “(y) to install, or cause to be installed,

two Ready to Spread (“RTS”) lines (the “RTS Lines”), to be custom-designed by a

third party, at the Toledo Plant (as more fully described in Section 1.2.7

hereof, Schedule 1.2.7 hereto and Schedule 1.4 hereto), and”.  Further, clause (z) of such Section 1.1 is

hereby amended by replacing each reference in such clause to “the Conversion

Date” with a reference to “the RTS Certification Date” and by replacing each

reference to “60” to “10” and by replacing the words after the reference to

“provided that” with “Seller, at Buyer’s request, shall engage a third party to

remove any Old RTS Lines from the Tennessee Plant for Buyer, at Buyer’s sole

cost and expense (subject to Buyer’s prior consent as to the third party and

such cost and expense, which consent shall not be unreasonably withheld or

delayed), which cost and expense Buyer shall reimburse promptly to Seller upon

receipt by Buyer from Seller of notice of the amount of such cost and

expense”.  Further, clause (iii) in such

Section 1.1 is hereby amended to read in its entirety as follows: “(iii) the

Trustee and the Third-Party Co-Packer shall have control and supervision of

access to the Tennessee Plant and shall release such control and supervision to

Seller on January 17, 2003 (in the case of the portions of the Tennessee Plant

other than the portions related to the production of ready-to-spread products)

and on the RTS Certification Date (in the case of the portions of the Tennessee

Plant related to production of ready-to-spread products).”




 




(b)                                 Amendment

of Section 1.2.1.  The following

sentence is hereby added to the end of Section 1.2.1 of the Conversion Plan

Agreement:




 




“The

Conversion Plan shall be modified promptly in accordance with the procedures

set forth in this Section 1.2.1 as may be necessary or advisable as a result of

the amendments to this Agreement effectuated by that certain Omnibus Amendment

Agreement dated as of January 16, 2003 among Buyer, Seller, Pillsbury and the

Trustee (the “Omnibus Amendment”).”




 




(c)                                  Amendment

of Section 1.2.2.  In Section 1.2.2

of the Conversion Plan Agreement, the reference therein to “the Conversion

Date” is hereby replaced with a reference to “the RTS Certification Date”.




 




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(d)                                 Addition

of Section 1.2.6.  A new Section

1.2.6 is hereby added to the Conversion Plan Agreement as follows:




 




“1.2.6                  General

Mills Access to Toledo Plant. 

Notwithstanding any other provision of this Agreement, from and after

the Toledo Plant Closing Date, none of General Mills or its employees, agents

or representatives shall have access to the Toledo Plant or any part thereof,

except (i) to the extent specifically requested by the Trustee in connection

with the Certification, and (ii) as is otherwise necessary in connection with

the Certification; provided, that (w) subject to Section 1.2.7, such

access does not unreasonably interfere with the normal operations of the Toledo

Plant as operated by Buyer, (x) General Mills complies with, and causes its

employees, agents and representatives to comply with, any policies of Buyer

with respect to plant visits, (y) except to the extent necessary to the

development or implementation of the Conversion Plan, in no event shall General

Mills or any of its employees, agents or representatives be permitted access to

the portions of the Toledo Plant used for the production, processing,

packaging, material handling or warehousing of products other than RTS

products, and (z) General Mills and its employees, agents and representatives

shall not damage the Toledo Plant or any equipment therein, and General Mills

shall repair, or cause to be repaired, any material damage to the Toledo Plant

or such equipment caused by General Mills or its employees, agents or

representatives; provided, however, that Buyer hereby releases and remises

General Mills and all such parties of and from any liability and the obligation

pursuant to this sentence to repair the Toledo Plant to the extent coverable by

fire and extended coverage insurance.”




 




(e)                                  Addition

of Section 1.2.7.  A new Section

1.2.7 is hereby added to the Conversion Plan Agreement as follows:




 




“1.2.7                  RTS

Line Installation and Certification. 

The parties agree that the RTS Lines shall be built and installed under

the supervision of the Trustee in accordance with the specifications set forth

in Schedule 1.2.7, which Schedule also identifies the responsibility as

between the parties for the costs associated with such building and

installation.  The parties further agree

that from and after the Toledo Plant Closing Date, the parties and the Trustee

shall in good faith attempt to achieve the Certification on or before April 15,

2003 and the achievement of such Certification by such date shall be given

priority at the Toledo Plant during such period; provided, that Buyer

may, as reasonably necessary, give priority to Buyer’s dry mix operations at

the Toledo Plant and the installation and start-up of Buyer’s SAP project and

related distribution center operations at the Toledo Plant in the event that

matters relating to the RTS Lines materially conflict therewith; provided,

further, that prior to the installation phase of the RTS Lines

installation as described in Schedule 1.2.7, the RTS Lines shall be

engaged in the production of chocolate products, particulates products, the remaining

products to be quality certified, other products as needed to gain experience

and weight studies to determine the process capability of the “filler system”

at the reduced rate of 150 tubs per minute.”




 




(f)                                    Addition

of Section 1.2.8.  A new Section

1.2.8 is hereby added to the Conversion Plan Agreement as follows:




 




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“1.2.8                  Pre-Toledo

Cut Off Date Make Whole. 

Notwithstanding any other provision of this Agreement, the Asset Sale

Agreement or any other Collateral Agreement, (i) Buyer shall pay to General

Mills, for each Product produced by Buyer at the Toledo Plant from the Toledo

Plant Closing Date through the Toledo Cut Off Date, the rate that would have

been payable by Buyer to General Mills pursuant to Section 4(a) of the Co-Pack

Agreement had such Product been produced pursuant to the Co-Pack Agreement,

(ii) General Mills shall reimburse Buyer for all actual costs (which costs are

of a nature consistent with the costs incurred by General Mills or its

Affiliates prior to the Toledo Plant Closing Date in the ordinary course of

business) paid (or to be paid) by Buyer to produce Products at the Toledo Plant

from the Toledo Plant Closing Date through the Toledo Cut Off Date, including

personnel compensation and benefit expenses and building depreciation,

insurance costs and property Taxes with respect to the Toledo Plant; provided,

that for purposes of this Section 1.2.8, such building depreciation, insurance

costs and property Taxes with respect to the Toledo Plant for the period from

the Toledo Plant Closing Date through the Toledo Cut Off Date shall be deemed

to be equal to the  annual amount of building depreciation,

insurance costs and property Taxes, respectively, with respect to the Tennessee

Plant used in determining the rates payable for Products pursuant to Section

4(a) of the Co-Pack Agreement multiplied by a fraction, the numerator of which

is the number of days in the period from the Toledo Plant Closing Date through

the Toledo Cut Off Date and the denominator of which is 365; provided, however,

that General Mills shall not be responsible for unusual, extraordinary or

incremental expenses at the dry mix portions of the Toledo Plant arising by

reason of fire, flood, strikes, lock-outs, labor troubles, new governmental

laws or regulations, riots, insurrection, war or other reasons of a like

nature, and (iii) General Mills shall be responsible for paying, when and as

they become due, and shall in no event charge Buyer for, any costs not included

in clause (i) above that are incurred to produce Products at the Toledo Plant

from the Toledo Plant Closing Date through the Toledo Cut Off Date, including

costs of raw material and packaging (subject to Buyer’s obligation to purchase

Toledo Cut Off Date Inventory). 

Promptly after the Toledo Cut Off Date, Buyer shall deliver a statement

to General Mills setting forth in reasonable detail the reimbursable costs

referred to above in clause (ii), the Products produced at the Toledo Plant

during the period covered by such statement and the amount that would have been

payable for such Products pursuant to Section 4(a) of the Co-Pack

Agreement.  General Mills shall promptly

pay to Buyer the amount of such reimbursable costs set forth in such statement,

and Buyer shall promptly pay to General Mills the amount that would have been

payable for such Products pursuant to Section 4(a) of the Co-Pack Agreement as

set forth in such statement; provided, that in the event that Buyer

produces fewer than 200,000 cases of dry mix Products during the period from

the Toledo Plant Closing Date through the Toledo Cut Off Date, Buyer shall, in

addition to the foregoing amount payable by Buyer, pay to General Mills an

amount equal to the product of (x) $1.27 multiplied  by (y) the

number that results from taking 200,000 and subtracting therefrom the number of

cases of dry mix Products produced by Buyer at the Toledo Plant from the Toledo

Plant Closing Date through the Toledo Cut Off Date; provided, further,

that the parties may agree that all amounts due under this Section 1.2.8 may be

offset as appropriate against each other so that only one such net payment need

be made.  General Mills shall have the

right, upon reasonable written notice and at its own expense, to review the

applicable books




 




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and records of

Buyer with respect to such statement and to confer with employees of Buyer to

review the accuracy of any of such statement (in each case during business

hours and without unreasonably disrupting Buyer’s normal operations).  In the event that General Mills disputes

such amount payable by Buyer or General Mills, General Mills shall notify Buyer

in writing of its objections, and Buyer and General Mills shall negotiate in

good faith to attempt to resolve such dispute.”




 




(g)                                 Addition

of Section 1.2.9.  A new Section

1.2.9 is hereby added to the Conversion Plan Agreement as follows:




 




“1.2.9                  Pre-RTS

Certification Date Make Whole. 

Notwithstanding any other provision of this Agreement, the Asset Sale

Agreement or any other Collateral Agreement, General Mills shall reimburse

Buyer for (a) the Wasted Inventory Amount (as defined herein) and (b) all

actual costs (which costs are of a nature consistent with the costs incurred by

General Mills or its Affiliates prior to the Toledo Plant Closing Date in the

ordinary course of business) (the “Buyer Costs”) that Buyer incurs to produce

RTS Products at the Toledo Plant from the Toledo Cut Off Date through the RTS

Certification Date (if any) in excess of the amount that would have been

payable by Buyer pursuant to Section 4(a) of the Co-Pack Agreement had such RTS

Products been produced pursuant to the Co-Pack Agreement (such excess, if any,

being referred to as the “RTS Make Whole Amount”); provided, that the

Buyer Costs shall be determined using cost components consistent with those

used to determine the rates for RTS Products payable pursuant to such Section

4(a) of the Co-Pack Agreement, with the cost components for building

depreciation, insurance and property Taxes with respect to the Toledo Plant

deemed to be equal to such cost components with respect to the Tennessee Plant

(and all such cost components shall be allocated between dry mix production at

the Toledo Plant and frosting production at the Toledo Plant as follows: labor

costs associated with the 33 direct wage dedicated frosting employees are

allocated to frosting and the remaining 96 direct wage employees are allocated

to dry mix and all other costs shall be allocated 33% to frosting and 67% to

dry mix) for purposes of such determination; provided, however,

that General Mills shall not be responsible for unusual, extraordinary or

incremental expenses at the ready-to-spread portions of the Toledo Plant

arising by reason of fire, flood, strikes, lock-outs, labor troubles, new

governmental laws or regulations, riots, insurrection, war or other reasons of

a like nature; provided further, however, the parties shall

cooperate in good faith to ensure that raw materials and packaging costs are

not double-counted in the settlement process. 

Promptly after the end of each calendar month through the month in which

the RTS Certification Date occurs, Buyer shall deliver a statement to General

Mills setting forth in reasonable detail the Buyer Costs with respect to the

period covered by such statement, the RTS Products produced by it at the Toledo

Plant during such period, the amounts that would have been payable for such RTS

Products pursuant to Section 4(a) of the Co-Pack Agreement and the RTS Make

Whole Amount (if any).  General Mills

will pay each RTS Make Whole Amount to Buyer within twenty (20) days after its

receipt of each such statement.  General

Mills shall have the right, upon reasonable written notice and at its own

expense, to review the applicable books and records of Buyer with respect to

such statements and to confer with employees of Buyer to review the accuracy of

any of such statements (in each case during business hours and without

unreasonably disrupting Buyer’s normal operations).  In the event that




 




10





























 




General Mills

disputes any such statement, General Mills shall notify Buyer in writing of its

objections, and Buyer and General Mills shall negotiate in good faith to

attempt to resolve such dispute.  The

parties agree that (1) the Trustee with the assistance of General Mills will

advise Buyer of the raw materials and packaging components that are reasonably

necessary for the RTS Conversion pursuant to this Agreement, reasonably in

advance of the date such items are needed, (2) Buyer shall make available such

raw materials and packaging components, (3) the Trustee and the parties shall

cooperate to track the raw materials and packaging components used in

connection with the RTS Conversion and to track the number of cases of RTS

Products produced during the RTS Conversion, and (4) at the RTS Certification

Date, General Mills will promptly reimburse Buyer for the Wasted Inventory

Amount.  The “Wasted Inventory Amount”

equals the costs of any such raw materials and packaging components to the

extent such raw materials and packaging components were used in batches of RTS

Products that did not result in saleable cases of RTS Products; provided,

however, that the term “Wasted Inventory Amount” is not intended to

include the normal raw material losses

referred to in the bill of materials for each saleable RTS Product purchased by

Buyer, which is part of the product cost charged to Buyer under Section 4(a) of

the Co-Pack Agreement.




 




(h)                                 Amendment

of Section 1.3.2.  In Section 1.3.2

of the Conversion Plan Agreement, the reference therein to “the Conversion

Date” is hereby replaced with a reference to “the RTS Certification Date”.  Further, the period at the end of the first

sentence of such Section 1.3.2 is hereby deleted and replaced with the

following:  “provided, that

Seller shall have no obligation to supply dry mix Products to Buyer at the

Tennessee Plant after January 17, 2003 and at the Toledo Plant after the Toledo

Plant Closing Date.”  Further, the following

sentence is hereby added to the end of such Section 1.3.2:  “Commencing on the Toledo Plant Closing

Date, (x) Buyer shall take over production of dry mix products at the Toledo

Plant and (y) ready-to-spread frosting products may be produced at the Toledo

Plant in connection with the Certification process.”




 




(i)                                     Amendment

of Section 1.4.1.  Section 1.4.1 of

the Conversion Plan Agreement is hereby amended to read in its entirety as

follows:




 




“1.4.1                  Certification.  Notwithstanding any other provision of this

Agreement, the Asset Sale Agreement or any other Collateral Agreement, Buyer,

Seller and Trustee, and the Supervisory Panel, acknowledge that all aspects of

the Conversion were completed prior to execution of the Omnibus Amendment other

than related to the RTS Lines and to the extent deemed part of the Conversion,

Seller’s obligation pursuant to the second sentence of Section 5.9 of the Asset

Sale Agreement.  Upon completion of the

Conversion to the extent related to the RTS Lines (the “RTS Conversion”),

Seller shall certify in writing (the “Certification”) that (i) the RTS

Conversion has been completed in accordance with the requirements of this

Agreement and the Conversion Plan, (ii) the Toledo Plant is capable of

producing each RTS Product identified on Attachment A to the Co-Pack

Agreement (identified on such Attachment as being produced at the Tennessee

Plant) in accordance with standards for quality and product identification used

as of the Closing Date for the production of such RTS Products at the Tennessee

Plant, which standards are set forth and referred to as the “Quality Standards”

in Section C(3) of Schedule 1.4, and (iii) the weighted average cost per

pound to convert raw materials to




 




11





























 




finished RTS

products (the “Conversion Cost”) at the Toledo Plant at the time of the

Certification is no more than the Tennessee Plant as measured for the period

12-months prior to Closing pursuant to the Certification steps outlined in Schedule

1.4 (the “Certification Process”), taking into account the cumulative

impact of the following:  (A) total

direct and allocated labor costs at the Tennessee Plant as described on Schedule

1.4 and the total direct and allocated labor costs at the Toledo Plant, as

described on Schedule 1.4 (the “Labor Costs”), (B) total variable and

fixed overhead charges at the Tennessee Plant (excluding allocated headquarter

charges and equipment and plant depreciation) and the total variable and fixed

overhead at the Toledo Plant (excluding equipment and plant depreciation and

allocated headquarter charges) (“Overhead”) and (C) the ability to deliver

“System Capability” (as such term is defined in Schedule 1.4, provided,

that System Capability shall be determined with reference only to RTS Products)

for each RTS Line as identified in Exhibit B to Schedule 1.4,

pursuant to the Certification Process set forth in Schedule 1.4.”




 




(j)                                     Amendment

of Section 1.4.2.  The following

text is hereby inserted into the last sentence of Section 1.4.2 of the

Conversion Plan Agreement between “this Agreement,” and “General Mills”:




 




“the

Supervisory Panel shall, within such five (5) Business Day period, deliver to

Buyer, General Mills and the Trustee a written explanation in reasonable detail

of the reasons for such determination and”




 




(k)                                  Amendment

of Section 1.4.3.  Section 1.4.3 of

the Conversion Plan Agreement is hereby amended to read in its entirety as

follows:




 




“1.4.3                  RTS

Certification Date.  The “RTS

Certification Date” shall be the earlier of (i) the date the Supervisory Panel

approves the Certification or any subsequent Certification or (ii) May 1,

2003.”




 




(l)                                     Amendment

of Section 1.4.4.  Section 1.4.4 of

the Conversion Plan Agreement is hereby amended to read in its entirety as

follows:




 




“1.4.4                  Certification

Payment.  If the Supervisory Panel

has not approved the Certification or any subsequent Certification as provided

in this Section 1.4 prior to May 1, 2003, then Seller shall, on May 1, 2003,

make a one-time, lump sum payment (the “Certification Payment”) to Buyer in an

amount equal to the sum of (X) if a reason that the Supervisory Panel has not

approved the Certification is that the Conversion Cost at the Toledo Plant is

less favorable than at the Tennessee Plant as described in Section 1.4.1, the

greatest of (1) $2,000,000, (2) an amount equal to the actual cost of modifying

the Toledo Plant in whatever way is required to assure that the Conversion Cost

of the Toledo Plant is less than or equal to the Conversion Cost of the

Tennessee Plant, and (3) the net present value of the after-tax amount by

which, calculated on an annual basis, the Conversion Cost of the Toledo Plant

exceeds the Conversion Cost of the Tennessee Plant to deliver standard

production (“Incremental Expense”) divided by eleven (11) percent

(“Representative Hurdle Rate”), and (Y) if a reason that the Supervisory Panel

has not approved the Certification is that the RTS products at the Toledo Plant

do not meet the




 




12





























 




Pillsbury

Quality Standards as described in Schedule 1.4 that are applicable to

RTS products produced at the Tennessee Plant, the greater of (1) $2,000,000 and

(2) an amount equal to the actual cost of modifying the Toledo Plant in

whatever way is required to assure that the RTS products at the Toledo Plant

meet the Pillsbury Quality Standards as described in Schedule 1.4 that

are applicable to RTS products produced at the Tennessee Plant.  Such amount referred to in subpart (X)(3) of

the immediately preceding sentence shall be calculated pursuant to the

following formula:  the Incremental

Expense multiplied by a fraction, the numerator of which is 1 minus Buyer’s

estimated federal and state tax rate expressed in decimal form, and the

denominator of which is the Representative Hurdle Rate.  For purposes of example only, if the

Incremental Expense is equal to $100,000, and the estimated tax rate is 40% (or

..4 in decimal form), the one-time payment will be calculated as follows:  $100,000 multiplied by .6 divided by 11%,

which equals $545,455.  Notwithstanding

anything to the contrary in this Agreement, the Trustee shall in the Trustee’s

sole discretion determine whether or not the cost and quality standards

referred to in this Section 1.4.4 have been achieved.  The parties agree that the Trustee shall report to the FTC in the

same manner as if a consent order were in effect with respect to the

transactions contemplated by the Asset Sale Agreement, this Agreement and the

other Collateral Agreements, and shall follow procedures that are consistent

with the procedures as set forth in prior FTC consent orders.  The parties further agree that the Trustee

shall make fully independent judgments and shall not be influenced, directly or

indirectly, by the parties.”




 




(m)                               Amendment

of Section 1.6.1.  The following

sentence is hereby added to the end of Section 1.6.1 of the Conversion Plan

Agreement:




 




“The parties agree that (i) General Mills has made additional

modifications to Line 5 (the “Additional Line 5 Changes”) as set forth on Schedule

1.6; (ii) General Mills will not be required to provide, or cause to be

provided, a side-seam gluer for Line 5, at any time, whether prior to or after

the Conversion Date, or incur any cost or expense with respect to any such side–seam

gluer; and (iii) General Mills has tested Line 5 as set forth in the above

proviso in this Section 1.6.1. and will not be required to test or include Line

5 as part of the Certification.”




 




(n)                                 Addition

of Section 1.9.  A new Section 1.9

is hereby added to the Conversion Plan Agreement as follows:




 




“1.9                           Bag-in-Box.




 




“1.9.1.  Bag-in-Box Line

Specifications.  The parties agree

that the Bag-in-Box System has been installed and includes:  (i) a new Bepex/SSOE processing system,

substantially similar to the processing systems currently in place on Lines 1

through 4 at the Toledo Plant; (ii) two twin filler/baggers manufactured by

Rovema USA; and (iii) a pouch recycling system consistent with the existing

pouch recycling systems currently operating on Lines 1 through 4 at the Toledo

Plant (the new line that includes the Bag-in-Box System shall be hereinafter

referred to as the “Turbo Line”). 

General Mills will cancel, or cause to be cancelled, any existing

purchase or work orders relating to the purchase and/or installation of the

Jones model PK 4000 “Pouch King” filler/bagger and




 




13





























 




associated

equipment to have been provided by R. A. Jones & Company, Inc. and the

processing system to have been provided by AZO, Inc.  General Mills has caused the Turbo Line to be built to leave

space for the addition of a side-seam gluer by Buyer upon or after the

Conversion Date and Buyer will be solely responsible for purchasing and, after

the Conversion Date, installing, at its own cost and expense (collectively, the

“Side Seam Costs and Expenses”) and at its sole discretion, a side-seam gluer

for the Turbo Line.”




 




(o)                                 Addition

of Section 1.10.  A new Section 1.10

is hereby added to the Conversion Plan Agreement as follows:




 




“1.10                     Line

6.




 




“1.10.1.  Line 6 Agreement.  The parties agree that the Line 6

processing equipment located at the Toledo Plant as of the date hereof (the

“Line 6 Equipment”) shall remain at the Toledo Plant provided that General

Mills may remove, or cause to be removed, from Line 6 the peanut butter

system and the votated shortening system, as such equipment is described on Schedule

1.10.1; provided, however, that in no event shall Line 6 be

tested or included as part of the Certification.  The parties agree that General Mills will not be responsible for

providing, or causing to be provided, a side-seam gluer or any other packaging

equipment as part of its modifications to Line 6.  The parties acknowledge and agree that Buyer has provided to

General Mills a new Ruberg mixer substantially similar to the Ruberg mixer

currently in place as part of the Line 6 Equipment.”




 




(p)                                 Addition

of Section 1.11.  A new Section 1.11

is hereby added to the Conversion Plan Agreement as follows:




 




14





























 




“1.11                     Special

Costs.




 




“1.11.1.  Additional

Modification Costs.  The parties

agree that (a) Buyer shall be responsible for the net change in costs and

expenses to General Mills as a result of the change from a “Pouch King” system

to the Bag-in-Box System and the matters set forth in Sections 1.9 and 1.10 and

the last sentence of Section 1.6.1, including any charges relating to (i) the

cancellation of any purchase or work orders referred to in Section 1.9.1, (ii)

the purchase and installation of the Turbo Line, (iii) the Additional Line 5

Changes as indicated on Schedule 1.6 and (iv) the Line 6

Equipment, up to a maximum amount of $2,000,000 (the “Cap”) and (b) General

Mills will be responsible for all such costs and expenses in excess of the

Cap.  The parties agree that the Side

Seam Costs and Expenses will be considered separate and apart from the Cap and

shall be the sole and exclusive responsibility of Buyer.  The parties agree that pursuant to this

Section 1.11.1 Buyer owes General Mills $2,000,000 pursuant to this Section

1.11.1 and that Buyer shall pay General Mills such amount in full, without

deduction or offset, on the Toledo Cut Off Date.”




 




(q)                                 Amendment

of Section 3.15.  In Section 3.15 of

the Conversion Plan Agreement, the reference to “the Conversion Date” is hereby

replaced by “the RTS Certification Date.”




 




(r)                                    Addition

of Schedule 1.2.7.  Schedule 1.2.7

to the Conversion Plan Agreement is attached hereto as Exhibit 4 and is

hereby added to the Conversion Plan Agreement.




 




(s)                                  Amendment

of Schedule 1.4.  References in

Schedule 1.4 to the Conversion Plan Agreement to “Pouch King line” and “Line 6

(Pouch King)” are hereby deleted and replaced with references to “Turbo Line”.




 




(t)                                    Amendment

of Exhibit B to Schedule 1.4. 

Exhibit B to Schedule 1.4 of the Conversion Plan Agreement is hereby

amended to read in its entirety as set forth on Exhibit 5 hereto.




 




(u)                                 Addition

of Schedule 1.6.  Schedule 1.6 to

the Conversion Plan Agreement is attached hereto as Exhibit 6 and is

hereby added to the Conversion Plan Agreement.




 




(v)                                 Addition

of Schedule 1.10.1.  Schedule 1.10.1

to the Conversion Plan Agreement is attached hereto as Exhibit 7 and is

hereby added to the Conversion Plan Agreement.




 




4.                                       Transition

Services Agreement.




 




(a)                                  Amendment

of Section 1.3.  The following text

is hereby added to the end of Section 1.3 of the Transition Services Agreement:




 




“Notwithstanding

anything to the contrary herein, the parties agree that Seller shall provide

the Transition Services described on Exhibit 6 to Schedule 1.2

hereto from the




 




15





























 




date as agreed

to by the parties through the Toledo Cut Off Date (the “Extended IT Transition

Services”).  Further, for a period

ending 30 days after the Toledo Cut Off Date, Seller shall grant to Buyer, at

no cost to Buyer, such reasonable access to Seller’s applicable personnel and

resources and applicable data as is necessary for Buyer to take over the

Transition Services set forth on Exhibit 6 to Schedule 1.2

hereto; provided, that Seller shall not be obligated to provide the

Extended IT Transition Services after the Toledo Cut Off Date.”




 




(b)                                 Amendment

of Section 7.15.  In Section 7.15 of

the Transition Services Agreement, the following is hereby inserted immediately

after the reference therein to “Article 6”:




 




“, the last

sentence of Section 1.3”




 




(c)                                  Addition

of Schedule 1.2, Exhibit 6.  Exhibit

6 to Schedule 1.2 of the Transition Services Agreement is attached hereto as Exhibit

8 and is hereby added to the Transition Services Agreement.




 




5.                                       Hold

Separate Agreement.




 




(a)                                  Amendment

of Section 1.1.  The following text

shall be added to clause (A) of Section 1.1 of the Hold Separate Agreement

immediately after the comma at the end of such clause:  “provided, that the foregoing

obligations of General Mills shall terminate on January 17, 2003 with respect

to the portions of the Tennessee Plant related to the production of dry mix

products,”.  Further, clause (B) of such

Section 1.1 is hereby amended by adding the words “until the Toledo Plant Closing

Date” immediately after the words “take such actions”.  Further, clause (E) of such Section 1.1 is

hereby amended to read in its entirety as follows:  “(E) take such actions until January 17, 2003 (in the case of

equipment not used for the production of ready-to-spread frosting Products) or

the RTS Certification Date (in the case of equipment used for the production of

ready-to-spread frosting Products), as applicable, in a good workmanship manner

as are reasonably necessary to maintain in good working order the existing

manufacturing equipment necessary for the production of retail Products at the

Tennessee Plant, including maintaining the physical condition and viability of

such equipment,”.  Further, clause (G) of

Section 1.1 is hereby amended to read in its entirety as follows:  “(G) to cause the Third-Party Co-Packer,

until the Toledo Plant Closing Date in the case of dry mix Products and until

the RTS Certification Date in the case of ready-to-spread frosting Products, to

manufacture and deliver to Buyer, in a timely manner, under reasonable terms

and conditions, and at prices equal to or below those guaranteed by General

Mills, a supply of retail Products that is no less than Buyer’s forecasted

requirements of retail Products except to the extent a lesser amount is

requested by Buyer, in each case pursuant to the Co-Pack Agreement, Conversion

Plan Agreement and Asset Sale Agreement,”.




 




(b)                                 Amendment

of Section 1.2.1.  In Section 1.2.1

of the Hold Separate Agreement, the reference therein to “the Toledo Plant

Closing Date” is hereby replaced with a reference to “the RTS Certification

Date”.




 




16





























 




(c)                                  Amendment

of Section 1.5.1.  In Section 1.5.1

of the Hold Separate Agreement, the reference therein to “the Toledo Plant

Closing Date” is hereby replaced with a reference to “the RTS Certification

Date”.




 




6.                                       Trust

Agreement.




 




(a)                                  Amendment

of Section 14.  In Section 14 of the

Trust Agreement, the reference to “the Toledo Plant Closing Date” is hereby

replaced with a reference to “the RTS Certification Date”.




 




7.                                       Effectiveness;

Successors.  Except as expressly

amended hereby, the terms and conditions of the Asset Sale Agreement, the

Co-Pack Agreement, the Conversion Plan Agreement, the Transition Services

Agreement, the Hold Separate Agreement and the Trust Agreement shall remain in

full force and effect.  This Amendment

shall be binding upon the parties hereto and their successors and permitted

assigns.  This Amendment shall be

effective as of the date first written above.




 




8.                                       Headings.  The headings contained in this Amendment are

for reference purposes only and shall not affect in any way the meaning or

interpretation of this Amendment.




 




9.                                       Counterparts.  This Amendment and any amendments hereto may

be executed by facsimile and in one or more counterparts, all of which shall be

considered one and the same agreement, and shall become effective when one or

more such counterparts have been signed by each of the parties and delivered to

the other parties.




 




10.                                 Governing

Law.  This Amendment shall be

governed by and construed in accordance with the laws of the State of Minnesota

applicable to agreements made and to be performed entirely within such State,

without regard to the choice of law principles of such State.




 




11.                                 Actions

and Proceedings.  General Mills,

Pillsbury (as applicable) and Buyer hereby irrevocably consent to the exclusive

jurisdiction and venue of the Courts of the State of Minnesota and the United

States District Court for the District of Minnesota in connection with any

action or proceeding arising out of this Amendment to the extent relating to

the Asset Sale Agreement, the Collateral Agreements amended by this Amendment

or the Hold Separate Agreement.  Buyer irrevocably

appoints Buyer’s General Counsel as its authorized agent upon whom process may

be served in any such action or proceeding instituted in any such court and

waives any objections to personal jurisdiction with respect thereto.  Sellers hereby appoint General Mills’

General Counsel as their authorized agent upon whom process may be served in

any such action or proceeding instituted in any such court and waives any

objections to personal jurisdiction with respect thereto.  Buyer, General Mills and the Trustee hereby

irrevocably consent to exclusive confidential binding arbitration in

Minneapolis before the American Arbitration Association under its Commercial

Arbitration Rules in connection with any action or dispute relating to or

arising out of this Amendment to the extent relating to the Trust Agreement.




 




[Remainder of page left blank intentionally; signature page follows]




 




17





























 




IN WITNESS

WHEREOF, the parties hereto have caused this Amendment to be duly executed and

delivered as of the date first written above.




 




	

   


  	

  GENERAL

  MILLS, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Jim

  Getchell


  
	

   


  	

   


  	

  Name:  Jim Getchell


  
	

   


  	

   


  	

  Title:  Vice President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  THE

  PILLSBURY COMPANY


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Daniel

  I. Malina


  
	

   


  	

   


  	

  Name:  Daniel I. Malina


  
	

   


  	

   


  	

  Title:  Vice President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  INTERNATIONAL

  MULTIFOODS CORPORATION


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Randall

  W. Cochran


  
	

   


  	

   


  	

  Name:  Randall W. Cochran


  
	

   


  	

   


  	

  Title:  Vice President, Supply Chain


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  SEBESTA

  BLOMBERG & ASSOCIATES, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Edward

  D. Snouwaert


  
	

   


  	

   


  	

  Name:  Edward D. Snouwaert


  
	

   


  	

   


  	

  Title:  Division Leader


  





 




S-1





























 




Exhibit 1




 




Section 2.10 of the

Asset Sale Agreement




 




Section 2.10                                Toledo

Cut Off Date Inventory




 




(a)                                  On

the Toledo Cut Off Date, General Mills shall sell, convey, transfer and assign

to Buyer, or cause its Affiliates to sell, convey, transfer and assign to

Buyer, all finished goods (if any and without any duplication of products paid

or to be paid for by Buyer pursuant to Section 1.2.8 of the Conversion Plan

Agreement) and other inventory (including raw material, packaging and

work-in-process inventory) at the Toledo Plant as of the Toledo Cut Off Date

owned by General Mills for use of the Business (the “Toledo Cut Off Date

Inventory”).  Within thirty (30) days

following the Toledo Cut Off Date, General Mills shall prepare and deliver to

Buyer a statement setting forth the type and value of such Toledo Cut Off Date

Inventory, as of the Toledo Cut Off Date, to be transferred and assigned to

Buyer on the Toledo Cut Off Date, which statement shall be derived from a

physical taking of such Toledo Cut Off Date Inventory as of the Toledo Cut Off

Date and shall be prepared in a manner consistent with the Inventory Standards

(the “Toledo Cut Off Date Inventory Statement”).  Buyer and General Mills shall jointly conduct such physical

inventory (which may begin prior to the Toledo Cut Off Date) at mutually

convenient times, provided, that such physical inventory shall not

unreasonably or materially disrupt the operations of the Toledo Plant, and

General Mills shall observe all policies of Buyer with respect to plant

visits.  Buyer and its representatives

shall have such opportunity as Buyer reasonably deems appropriate to observe

the reconciliation of such Toledo Cut Off Date Inventory in connection with the

preparation of the Toledo Cut Off Date Inventory Statement.  Buyer shall provide General Mills  and

its accountants full access to the books and records, to any other information,

including work papers of its accountants, and to any employees of Buyer, in

each case as may be reasonably necessary for General Mills to prepare the

Toledo Cut Off Date Inventory Statement, to respond to the Buyer’s Toledo Cut

Off Date Objection (as defined herein) and to prepare materials for

presentation to the CPA Firm in connection with the matters contemplated by

Section 2.10(c).




 




(b)                                 Buyer

shall, within thirty (30) days after the delivery by General Mills of the

Toledo Cut Off Date Inventory Statement, complete its review thereof.  After delivery of the Toledo Cut Off Date

Inventory Statement, General Mills shall maintain and provide Buyer and its

accountants full access to all books and records, to any other information,

including working papers of its accountants, and to any employees of Sellers,

in each case used in the preparation of the Toledo Cut Off Date Inventory

Statement or as may otherwise be reasonably necessary for Buyer to prepare the

Buyer’s Toledo Cut Off Date Objection and to prepare materials for presentation

to the CPA Firm in connection with the matters contemplated by Section

2.10(c).  The Toledo Cut Off Date

Inventory Statement shall be binding and conclusive upon, and deemed accepted

by, Buyer unless Buyer shall have notified General Mills in writing within

thirty (30) days after delivery of the Toledo Cut Off Date Inventory Statement

of any objection thereto (the “Buyer’s Toledo Cut Off Date Objection”).  The Buyer’s Toledo Cut Off Date Objection

shall set forth a description of the basis of the Buyer’s Toledo Cut Off Date

Objection and the adjustments to the value of such Toledo Cut Off Date

Inventory reflected on the Toledo Cut Off




 





























 




Date Inventory Statement that

Buyer believes should be made.  Any

items not disputed during the foregoing thirty (30) day period shall be deemed

to have been accepted by Buyer.




 




(c)                                  If

General Mills and Buyer are unable to resolve all of their disputes with

respect to the Toledo Cut Off Date Inventory Statement within thirty (30) days

following General Mills’ receipt of the Buyer’s Toledo Cut Off Date Objection

to such Toledo Cut Off Date Inventory Statement pursuant to Section 2.10(b),

they shall refer their remaining differences to the CPA Firm for decision,

which decision shall be made consistent with the Inventory Standards within

forty-five (45) days and shall be final and binding on the parties, provided

that the CPA Firm’s determination as to any item set forth in Buyer’s Toledo

Cut Off Date Objection shall not be more beneficial to General Mills than the

determination of that item by General Mills in the Toledo Cut Off Date

Inventory Statement or more beneficial to Buyer than the determination of that

item in Buyer’s Toledo Cut Off Date Objection. 

Any expenses relating to the engagement of the CPA Firm shall be shared

equally by General Mills, on the one hand, and Buyer, on the other hand.  General Mills and Buyer shall each bear the

fees of their respective auditors incurred in connection with the determination

and review of the Toledo Cut Off Date Inventory Statement.




 




(d)                                 The

Toledo Cut Off Date Inventory Statement shall become final and binding on the

parties upon the earliest of (i) if no Buyer’s Toledo Cut Off Date Objection

has been given, the expiration of the period within which Buyer must make its

objection pursuant to Section 2.10(b) hereof, (ii) agreement in writing by

General Mills and Buyer that the Toledo Cut Off Date Inventory Statement,

together with any modifications thereto agreed to by General Mills and Buyer,

shall be final and binding and (iii) the date on which the CPA Firm shall issue

its written determination with respect to any dispute relating to such Toledo

Cut Off Date Inventory Statement.  The

Toledo Cut Off Date Inventory Statement, as submitted by General Mills  if

no timely Buyer’s Toledo Cut Off Date Objection has been given or as adjusted

pursuant to any agreement between the parties or as determined pursuant to the

decision of the CPA Firm, when final and binding on all parties, is herein

referred to as the “Final Toledo Cut Off Date Inventory Statement.”




 




(e)                                  Within

ten (10) Business Days following issuance of the Final Toledo Cut Off Date

Inventory Statement, the payment payable pursuant to this Section 2.10(e) (the

“Toledo Cut Off Date Payment”) and interest thereon shall be paid by Buyer to

General Mills by wire transfer of immediately available funds to a bank account

or bank accounts designated in writing by General Mills.  The Toledo Cut Off Date Payment shall be

equal to the value of the Toledo Cut Off Date Inventory as reflected on the

Final Toledo Cut Off Date Inventory Statement. 

The Toledo Cut Off Date Payment shall bear interest from the Toledo Cut

Off Date to the date of payment at the Toledo Cut Off Date Interest Rate, which

interest shall be calculated on the basis of a 365-day year and the actual

number of days elapsed and such interest shall be paid on the same date and in

the same manner as such Toledo Cut Off Date Payment.




 




2





























 




Exhibit 2




 




Section 2.10A of the

Asset Sale Agreement




 




2.10A                 RTS

Certification Date Inventory.




 




(a)                                  On

the RTS Certification Date, General Mills shall sell, convey, transfer and

assign to Buyer, or cause its Affiliates to sell, convey, transfer and assign

to Buyer, all raw material, packaging and work-in-process inventory in the nature

of, or primarily related to, ready-to-spread frosting products held by General

Mills at the Tennessee Plant for use of the Business (the “RTS Certification

Date Inventory”).  General Mills shall

deliver the RTS Certification Date Inventory to the Toledo Plant within five

(5) Business Days after the RTS Certification Date and bear the risk of loss

until such delivery.  Within thirty (30)

days following the RTS Certification Date, General Mills shall prepare and deliver

to Buyer a statement setting forth the type and value of such RTS Certification

Date Inventory, as of the RTS Certification Date, to be transferred and

assigned to Buyer on the RTS Certification Date, which statement shall be

derived from a physical taking of such RTS Certification Date Inventory as of

the RTS Certification Date and shall be prepared in a manner consistent with

the Inventory Standards (the “RTS Certification Date Inventory Statement”).

Buyer and its representatives shall have such opportunity as Buyer reasonably

deems appropriate to observe the taking and reconciliation of such RTS

Certification Date Inventory (which may begin prior to the RTS Certification

Date) in connection with the preparation of the RTS Certification Date

Inventory Statement.  Buyer shall

provide General Mills  and

its accountants full access to the books and records, to any other information,

including work papers of its accountants, and to any employees of Buyer, in

each case as may be reasonably necessary for General Mills to prepare the RTS

Certification Date Inventory Statement, to respond to the Buyer’s RTS

Certification Date Objection (as defined herein) and to prepare materials for

presentation to the CPA Firm in connection with the matters contemplated by

Section 2.10A(c).




 




(b)                                 Buyer

shall, within thirty (30) days after the delivery by General Mills of the RTS

Certification Date Inventory Statement, complete its review thereof.  After delivery of the RTS Certification Date

Inventory Statement, General Mills shall maintain and provide Buyer and its

accountants full access to all books and records, to any other information,

including working papers of its accountants, and to any employees of Sellers,

in each case used in the preparation of the RTS Certification Date Inventory

Statement or as may otherwise be reasonably necessary for Buyer to prepare the

Buyer’s RTS Certification Date Objection and to prepare materials for

presentation to the CPA Firm in connection with the matters contemplated by

Section 2.10A(c).  The RTS Certification

Date Inventory Statement shall be binding and conclusive upon, and deemed

accepted by, Buyer unless Buyer shall have notified General Mills in writing

within thirty (30) days after delivery of the RTS Certification Date Inventory

Statement of any objection thereto (the “Buyer’s RTS Certification Date

Objection”).  The Buyer’s RTS

Certification Date Objection shall set forth a description of the basis of the

Buyer’s RTS Certification Date Objection and the adjustments to the value of

such RTS Certification Date Inventory reflected on the RTS Certification Date

Inventory Statement that Buyer believes should be made.  Any items not disputed during the foregoing

thirty (30) day period shall be deemed to have been accepted by Buyer.




 





























 




(c)                                  If

General Mills and Buyer are unable to resolve all of their disputes with

respect to the RTS Certification Date Inventory Statement within thirty (30)

days following General Mills’ receipt of the Buyer’s RTS Certification Date

Objection to such RTS Certification Date Inventory Statement pursuant to

Section 2.10A(b), they shall refer their remaining differences to the CPA Firm

for decision, which decision shall be made consistent with the Inventory

Standards within forty-five (45) days and shall be final and binding on the

parties, provided that the CPA Firm’s determination as to any item set

forth in Buyer’s RTS Certification Date Objection shall not be more beneficial

to General Mills than the determination of that item by General Mills in the

RTS Certification Date Inventory Statement or more beneficial to Buyer than the

determination of that item in Buyer’s RTS Certification Date Objection.  Any expenses relating to the engagement of

the CPA Firm shall be shared equally by General Mills, on the one hand, and

Buyer, on the other hand.  General Mills

and Buyer shall each bear the fees of their respective auditors incurred in

connection with the determination and review of the RTS Certification Date

Inventory Statement.




 




(d)                                 The

RTS Certification Date Inventory Statement shall become final and binding on

the parties upon the earliest of (i) if no Buyer’s RTS Certification Date

Objection has been given, the expiration of the period within which Buyer must

make its objection pursuant to Section 2.10A(b) hereof, (ii) agreement in

writing by General Mills and Buyer that the RTS Certification Date Inventory

Statement, together with any modifications thereto agreed to by General Mills

and Buyer, shall be final and binding and (iii) the date on which the CPA Firm

shall issue its written determination with respect to any dispute relating to

such RTS Certification Date Inventory Statement.  The RTS Certification Date Inventory Statement, as submitted by

General Mills  if no timely Buyer’s RTS Certification Date Objection has

been given or as adjusted pursuant to any agreement between the parties or as

determined pursuant to the decision of the CPA Firm, when final and binding on

all parties, is herein referred to as the “Final RTS Certification Date

Inventory Statement.”




 




(e)                                  Within

ten (10) Business Days following issuance of the Final RTS Certification Date

Inventory Statement, the payment payable pursuant to this Section 2.10A(e) (the

“RTS Certification Date Payment”) and interest thereon shall be paid by Buyer

to General Mills by wire transfer of immediately available funds to a bank

account or bank accounts designated in writing by General Mills.  The RTS Certification Date Payment shall be

equal to the value of the RTS Certification Date Inventory as reflected on the

Final RTS Certification Date Inventory Statement.  The RTS Certification Date Payment shall bear interest from the

RTS Certification Date to the date of payment at the RTS Certification Date

Interest Rate, which interest shall be calculated on the basis of a 365-day

year and the actual number of days elapsed and such interest shall be paid on

the same date and in the same manner as such RTS Certification Date Payment.




 





























 




Exhibit 3




 




Sections 8.4(a) and

(b) of the Asset Sale Agreement




 




8.4                                 Toledo

Plant Closing.




 




(a)                                  The

closing of the purchase and sale of the Toledo Plant Assets (the “Toledo Plant

Closing”) shall be held at 10:00 a.m. local time at the offices of Faegre &

Benson LLP, 2200 Wells Fargo Center, 90 South Seventh Street, Minneapolis,

Minnesotaon January 27, 2003 or such other date and time as the parties may

agree (the “Toledo Plant Closing Date”). 

Notwithstanding any other provision hereof, there shall be no conditions

to the occurrence of the Toledo Plant Closing.




 




(b)                                 At

the Toledo Plant Closing, (i) General Mills shall, and shall cause General

Mills Operations to, deliver appropriately executed instruments of sale,

assignment, transfer and conveyance (including a limited warranty deed; an

affidavit of title; notices of transfer addressed to utility companies, parties

to the Toledo Plant Assigned Contracts and the Toledo Plant Dividable Contracts

and other applicable parties; a settlement statement summarizing the prorations

described in Section 8.4(c) below; assignments of any assignable warranties

relating to the roof or equipment which are a part of the Toledo Plant; and

other customary transfer instruments in connection with the real property

portions of the Toledo Plant) in each case in form and substance reasonably

satisfactory to Buyer and Sellers and their respective counsel, evidencing and

effecting the sale and transfer to Buyer of all of Sellers’ and General Mills

Operations’ right, title and interest in and to the Toledo Plant Assets (other

than Excluded Toledo Assets) and any equipment located at the Toledo Plant to be

assigned to Buyer pursuant to Section 1.1 of the Conversion Plan Agreement that

has not theretofore been assigned to Buyer, it being understood that such

instruments shall not require General Mills, its Subsidiaries or any other

Person to make any additional representations, warranties or covenants, express

or implied, not contained in this Agreement; (ii) General Mills and Buyer shall

deliver to one another certificates, evidence of authority and (in the case of

General Mills) a FIRPTA affidavit substantially similar to those which were

delivered at the Closing pursuant to subparts (d), (e) and (f) of Section 8.1,

in form and substance reasonably acceptable to Buyer and General Mills, with

respect to the purchase and sale of the Toledo Plant Assets; (iii) General

Mills shall deliver to Buyer legal and actual possession of the Toledo Plant

(subject, however to the lease described in Section 8.4(d), if applicable),

including keys and any maintenance records and plans and specifications in

Sellers’ possession relating to the physical condition of the Toledo Plant (to

the extent they do not include confidential information with respect to

Sellers’ cereal-related operations); and (iv) General Mills shall deliver to

Buyer evidence of General Mills’ satisfaction of requirements 5 and 8 set forth

in Schedule B-Section 1 of the Title Commitment.  Buyer agrees irrevocably and unconditionally that, if the Toledo

Plant Closing shall have occurred, Buyer shall, (a) on each of March 3, 2003

and September 1, 2003 (or, if the Toledo Plant Closing occurs after March 3,

2003, on each of the Toledo Plant Closing Date and the 180th day

after the Toledo Plant Closing Date), deliver to General Mills by wire transfer

to the bank account or bank accounts per the wire transfer instructions on Schedule

8.1(a) hereto, immediately available funds in an aggregate amount equal to

one-half of the Toledo Plant Purchase Price (as adjusted pursuant to Section

8.4(c)) and (b) on March 3, 2003, deliver to General Mills by wire transfer to

the bank account or bank accounts per the wire transfer instructions on Schedule

8.1(a) hereto,




 





























 




immediately available funds in

an aggregate amount equal to the payment (the “Conversion Plan Payment”) owed

by Buyer to General Mills pursuant to Section 1.11.1 of the Conversion Plan

Agreement.  Buyer agrees that it shall

pay the Toledo Plant Purchase Price and the Conversion Plan Payment in full,

without deduction or offset, pursuant to the terms set forth in the immediately

preceding sentence and that Buyer in no event shall refuse to pay the amount

due on either such payment date in full on such date or attempt to set off

against such amount any claims Buyer may have against either Seller.




 





























 




Exhibit 4




 




Schedule 1.2.7 to

Conversion Plan Agreement




 




RTS Lines Project




 




The division

of cost responsibility for the purchase and installation of the remedial and

enhancement modification of the RTS Lines shall be as described below.  “GMI” means General Mills and “IMC” means

Buyer.  The work associated with this

project shall be executed under one schedule and comprise one project.  The parentheses indicate the party

responsible for payment.




 




SUGAR SYSTEM




 




•                  Upgrade sugar

system in accordance with Boedecker proposals BC02197 Rev. 3 and BC03008 Rev.

0.  All work to be completed

concurrently with other remediation work except for the installation of the 4

NU-Con rotary valves, which shall arrive by March 21 and be installed as soon

as practical.  (GMI with IMC

contribution of $150,000)




 




BULK LIQUID STORAGE




 




•                  Shortening tank

modifications COMPLETE (GMI)




 




•                  Provide one

additional corn syrup tank, in progress (GMI)




 




MIX DECK




 




•                  Modify agitators

to vertical mount (GMI)




 




•                  Provide one new

Tri-blender stack-up and provision for quick insertion into system.  (IMC)




 




•                  Provide valves

and piping to allow transfer between lines 7 and 8 mix kettles (IMC)




 




FINISHING




 




•                  Change

homogenizer shieve sizes to increase throughput (GMI)




 




•                  Install VFD for

homogonizer, provide manual speed control function on panelview (GMI)




 




•                  Install 2 additional

contherms per bank (1 set purchased by GMI, other by IMC)




 




•                  Upgrade

homogonizer seals (GMI)




 




•                  Add recirc loop

after homogenzier (IMC)




 





























 




•                  Provide separate

control loop for new contherms (GMI pays for 1; IMC pays for 1)




 




•                  Install 2

re-heat contherms (GMI pays for 1; IMC pays for 1)




 




•                  Modify existing

supply system to feed two Autoprod fillers including crossover capability (GMI)




 




•                  Included in

scope and on the same installation schedule, all components necessary to allow

automatic crossover operation (IMC)




 




PACKAGING




 




•                  New Autroprod

filler.  Operating philosophy is to run

each Autoprod at 150, total combined throughput of both fillers is 300

tubs/minute max T (GMI)




 




•                  Existing filler

to be examined for wear and improper field modifications and repaired as

required (IMC)




 




•                  Add servo drives

to both fillers at discharge valve (IMC)




 




•                  Purchase and

install checkweigher and conveyors to transfer tubs to the existing

accumulation table (GMI)




 




•                  Relocate the

capper accumulation table, traypacker and overwrapper to accommodate the new

Autoprod (GMI)




 




•                  Install tub

handling equipment to provide an adequate supply of empty tubs to the Autoprod

(GMI)




 




•                  Provide bar code

scanning to match line rates and allow for proper accumulation clearing (GMI)




 




CIP




 




•                  Provide CIP

capability to second Autoprod and provide 3” CIP return lines from both fillers

(GMI)




 




•                  Optimize CIP

system (IMC)




 




OTHER SCOPE




 




•                  Other scope

items that are necessary to run chocolate, particulate and any other untested

products at prescribed throughputs. 

(GMI)




 




•                  Mettler scale

system for weight control similar to system and components that are present at

Murfreesboro plant.  (GMI)




 





























 




Exhibit 5




 




Exhibit B to Schedule

1.4 of Conversion Plan Agreement




 




RTS Performance Test

Schedule




 




The RTS certification

schedule, after modifications, is as follows:




 




RTS System 1




 




	

  Week 1


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

  •


  	

  76080

  Vanilla


  	

  10 shifts


  	

   


  	

   


  	

  70,000 cases


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

  •


  	

  76310

  Funfetti


  	

  5 shifts


  	

   


  	

   


  	

  35,000 cases


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Week 2


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

  •


  	

  76060

  Coconut Pecan


  	

  15 shifts


  	

   


  	

   


  	

  94,500 cases


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Week 3


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

  •


  	

  76040 Milk

  Chocolate


  	

  6 shifts


  	

   


  	

   


  	

  42,000 cases


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

  •


  	

  76460

  Chocolate


  	

  4 shifts


  	

   


  	

   


  	

  28,000 cases


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

  •


  	

  76050

  Chocolate Fudge


  	

  5 shifts


  	

   


  	

   


  	

  35,000 cases


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  Aggregate

  Total


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  Retail Cases


  	

  304,500

  cases


  
								





 




Anytime, through the end of Week 3




 




RTS System 2




 




	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  Shifts


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  142 gram


  	

   


  	

  CHOC FUDGE BRN POUCH


  	

   


  	

  359,800


  	

   


  	

  pouches


  	

   


  	

  9.00


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  37003


  	

   


  	

  FOODSERVICE FUDGE


  	

   


  	

  7,200


  	

   


  	

  pails


  	

   


  	

  6.00


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  367,000


  	

   


  	

   


  	

   


  	

  15.00


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  SUM TOTAL


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Retail Tubs (cases):


  	

   


  	

  304,500


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Pouches:


  	

   


  	

  359,800


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Foodservice Pails:


  	

   


  	

  7,200


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  





 





























 




The parties

agree that the portion of the RTS Certification with respect to RTS System 2

(1) may be run at anytime from the date hereof through the end of Week 3, and

(2) does not need to be run continuously (i.e., certain shifts can be run at

one period of time, including at night or on the weekends, and other shifts can

be run at other times).  The parties

also agree that with respect to the portion of the RTS Certification with

respect to RTS System 2 the parties may mutually agree to modify the allocation

of shifts among pails, on the one hand, and pouches, on the other hand.




 





























 




Exhibit 6




 




Schedule 1.6 to Conversion Plan Agreement




 




Additional Line 5 Changes




 




Modifying air deck




Replacing case packer




Replacing unitizer




Adding carton spinner and lane diverter




Cartoner & Haysenn change parts to run

size 1, 4, 5 & 6




Process: providing additional shortening

capability




 




These modifications will enable

Line 5 to produce the following SKUs:




 




Line 5 Production Capabilities




 




1800073030                                    PB

BREAD CARROT




1800073070                                    PB

BREAD LEMON POPPY




1800079480                                    PB

BREAD BANANA




1800079530                                    PB

BREAD APPLE CINNAMON




1800079590                                    PB

BREAD PUMPKIN




1800070030                                    PB

CAKE MST SUP BANANA




1800070040                                    PB

CAKE MST SUP STRWBRY




1800070050                                    PB

CAKE MST SUP BTTR YLLW




1800070080                                    PB

CAKE MST SUP YELLOW




1800070090                                    PB

CAKE MST SUP LEMON




1800070100                                    PB

CAKE MST SUP WHITE




1800070340                                    PB

CAKE MST SUP FRNCH VAN




5193310870                                    GINGER

EVANS WHITE CK MX




5193310880                                    GINGER

EVANS YLW CK MX




1800070110                                    PB

CAKE MST SUP GERM CHOC




1800070120                                    PB

CAKE MST SUP DVLS FD




1800070140                                    PB

CAKE MST SUP DARK CHOC




1800070180                                    PB

CAKE MST SUP BTTR CHOC




1800070580                                    PB

CAKE MST SUP CHOCOLATE




5193310890                                    GINGER

EVANS DVLS FD CK




 





























 




Exhibit 7




 




Schedule 1.10.1 to

Conversion Plan Agreement




 




Line 6 Equipment To

Be Removed




 




Process




 




	

  100 gal agitated, jacketed stainless tank,

  Groen Div, serial #117091


  
	

  250 gal jacketed stainless tank, Mueller,

  serial # F-41256-2


  
	

  Qty 3 - Graco drum pumps, model 625-794


  
	

  Cherry-Burrell Votator skid with attached

  electrical panel


  
	

  Compressor unit with 3 fans


  
	

  Vilter refrigeration compressor 350ES


  
	

  Vessel with recovered R-22 refrigerant


  
	

  250 gal non-jacket SS tank.


  
	

  Qty 3 - Spare parts crates (4’x4’x2’)


  
	

  Drum Crusher (bailer)


  
	

  Qty 2 - Domino laser code daters with

  elect. Panels


  
	

  3 Steel bartlelt platforms


  
	

  10 HP Waukesha pump skid 


  
	

  3 HP Waukesha pump skid


  





 




Packaging




All Packaging equipment will be

removed.




 





























 




Exhibit 8




 




Exhibit 6 to Schedule

1.2 of Transition Services Agreement




 




See attached.




 






















 








	

  Transition

  Services Agreement Extension:


  	

   


  	

  Schedule

  1.2


  
	

   


  	

   


  	

  Exhibit 6


  
	

  I/T Extension Workstream


  	

   


  	

  revised 12/9/02


  










 




Seller will provide the following

transitional services for a period from December 1, 2002 through the Toledo Cut

Off Date, unless an earlier date is indicated below. On a weekly basis, the

on-going charges defined will be billed at 1/52nd of the annual rate.  Pass through and one-time costs will be billed

at actual rates to IMC. All payments due to GMI shall be paid as an offset via

the monthly settlement process.




 




	

   


  	

  Workstream


  	

   


  	

  Description of service


  	

   


  	

  Future State


  	

   


  	

  Transition Service Fee (annualized)


  	

   


  	

  Weekly Fee


  	

   


  	

  Seller’s Leader


  	

   


  	

  IMC Leader


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  1


  	

  Customer Service


  	

   


  	

  Strategic customer

  service, customer financial settlement, collections.


  	

   


  	

  IMC manages order

  processing function.


  	

   


  	

  $


  	

  420,000


  	

   


  	

  $


  	

  8,077


  	

   


  	

  Sue Phillips


  	

   


  	

  Kim Brunner


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  2


  	

  A&SP Finance


  	

   


  	

  A&SP budget and

  expense tracking, reporting using Pillsbury A&SP system.


  	

   


  	

  Trade, advertising and

  consumer spending on IMC system.


  	

   


  	

  $


  	

  49,000


  	

   


  	

  $


  	

  942


  	

   


  	

  Nick Esch


  	

   


  	

  Brenda McCormick


  	

   


  
	

  pass through all A&SP

  actual expense


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  3


  	

  Accounts Payable


  	

   


  	

  Accounts payable processed

  on a FIFO basis pooled with other General Mills payables.  IMC will provide accounting resource

  approval for DSP bills hitting DSP cost centers/balance sheet.


  	

   


  	

  IMC assumes A/P

  processing.


  	

   


  	

  $


  	

  150,000


  	

   


  	

  $


  	

  2,885


  	

   


  	

  Don Blue


  	

   


  	

  John Byom


  	

   


  
	

  pass through all DSP

  specific A/P activity


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  4


  	

  I/T services


  	

   


  	

  Summary:


  	

   


  	

  IMC converts to own

  instance of SAP


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  Joe Lape


  	

   


  	

  Mark Thome


  	

   


  
	

   


  	

   


  	

   


  	

  North American Operations

  (NAO): data center costs, DRP, mainframe & network


  	

   


  	

   


  	

   


  	

  $


  	

  1,980,380


  	

   


  	

  $


  	

  38,084


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  Business Process Systems

  (BPS): SAP, software maintenance, supply chain and customer service

  infrastructure


  	

   


  	

   


  	

   


  	

  $


  	

  2,168,074


  	

   


  	

  $


  	

  41,694


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  PC Support: $4,735 / user

  / year (assumes 100 users)


  	

   


  	

   


  	

   


  	

  $


  	

  473,500


  	

   


  	

  $


  	

  9,106


  	

   


  	

  * Will pull once PC’s

  assigned to IMC 


  	

   


  
	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  5


  	

  Treasury


  	

   


  	

  Manage cash received by

  DSP into Seller’s bank.  Sweep cash to

  DSP on periodic basis.  Includes bank

  fees.


  	

   


  	

  IMC collects cash into own

  bank account


  	

   


  	

  $


  	

  40,000


  	

   


  	

  $


  	

  769


  	

   


  	

  Kim Christ


  	

   


  	

  John Byom


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  6


  	

  Corporate Accounting


  	

   


  	

  Comparison reporting:

  actuals versus plan and forecast. 

  Month end close activity, creation of financial reports, sales journal

  support.


  	

   


  	

  IMC consolidates data,

  reporting and closes month.


  	

   


  	

  $


  	

  60,000


  	

   


  	

  $


  	

  1,154


  	

   


  	

  Janet Siebold


  	

   


  	

  Lisa Deverell


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  7


  	

  Corporate G&A

  accounting


  	

   


  	

  Report and reconcile

  G&A, selling, brokerage


  	

   


  	

  IMC manages G&A budgets

  and reporting


  	

   


  	

  $


  	

  20,000


  	

   


  	

  $


  	

  385


  	

   


  	

  Janet Siebold


  	

   


  	

  Lisa Deverell


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  8


  	

  Operations Finance


  	

   


  	

  Operations

  accounting and control services including contract pack, transportation and

  warehouse accounting, procurement cost accounting and control, and

  manufacturing systems support at plants.


  	

   


  	

  IMC assumes operations

  accounting as they start up SAP


  	

   


  	

  $


  	

  230,000


  	

   


  	

  $


  	

  4,423


  	

   


  	

  Scott Takekawa


  	

   


  	

  Lisa Deverell


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  9


  	

  Procurement


  	

   


  	

  Establish raw material

  purchasing contracts for DSP. 

  Includes commodities, minor ingredients and packaging


  	

   


  	

  IMC assumes purchasing

  function upon the startup of SAP


  	

   


  	

  $


  	

  325,000


  	

   


  	

  $


  	

  6,250


  	

   


  	

  Curt White


  	

   


  	

  Don Mastro


  	

   


  
	

  raw

  material costs handled in co-pack standard and variable rate structure.


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  10


  	

  In-bound freight


  	

   


  	

  Establish inbound lanes

  and schedule carriers to bring in raw materials to plants.


  	

   


  	

  IMC assumes inbound

  logistics


  	

   


  	

  $


  	

  10,000


  	

   


  	

  $


  	

  192


  	

   


  	

  Todd Schultz


  	

   


  	

  Don Mastro


  	

   


  
	

  pass through actual

  in-bound freight


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  11


  	

  Sku Specifications


  	

   


  	

  Use of the electronic

  specification system (REX)


  	

   


  	

  IMC receives hard copy

  specification documentation on January 10, 2003.


  	

   


  	

  $


  	

  5,000


  	

   


  	

  $


  	

  96


  	

   


  	

  Ruth Petran


  	

   


  	

  Dennis Brown


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  12


  	

  Out-bound Transportation


  	

   


  	

  Load tendering to

  carriers, load consolidation, service tracking and follow-up, carrier

  performance measurement: plant to DC only


  	

   


  	

  IMC tenders outbound

  loads, consolidation and carrier performance


  	

   


  	

  $


  	

  180,000


  	

   


  	

  $


  	

  3,462


  	

   


  	

  Dave Magness


  	

   


  	

  Dennis Brown


  	

   


  
	

  pass through actual

  out-bound freight


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  $


  	

  117,518