EX-10.1






Exhibit 10.1




AMENDMENT NO. 2 TO FIVE-YEAR CREDIT AGREEMENT




AMENDMENT NO. 2 dated as of October 21, 2010 to the Five-Year Credit Agreement dated as of
October 9, 2007 (as amended, the “Agreement”) among GENERAL MILLS, INC., a Delaware corporation
(the “Company”), the several financial institutions from time to time party thereto and JPMORGAN
CHASE BANK, N.A., as Administrative Agent (the “Agent”).



W I T N E S S E T H :




WHEREAS, the parties hereto desire to amend the Agreement as set forth herein;



NOW, THEREFORE, the parties hereto agree as follows:



SECTION 1 . Defined Terms; References. Unless otherwise specifically defined herein, each
term used herein which is defined in the Agreement has the meaning assigned to such term in the
Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar
reference and each reference to “this Agreement” and each other similar reference contained in the
Agreement shall, on and as of the Amendment Effective Date, refer to the Agreement as amended
hereby.



SECTION 2 . Amendments. (a) (i) Section 1.01 of the Agreement is amended by deleting the
definition “Assignment and Acceptance” and adding the following new definitions in appropriate
alphabetical order:




“Assignment and Assumption Agreement” has the meaning specified in subsection
10.08(a).




“Bank Party” has the meaning specified in Section 10.20.




“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject
of an Insolvency Proceeding, or has had a receiver, conservator, trustee, administrator,
custodian, assignee for the benefit of creditors or similar Person charged with the
reorganization or liquidation of its business appointed for it, or, in the good faith
determination of the Administrative Agent, has taken any action in furtherance of, or
indicating its consent to, approval of, or acquiescence in, any such proceeding or
appointment, provided that a Bankruptcy Event shall not result solely by virtue of any
ownership interest, or the acquisition of any ownership interest, in such Person by a
Governmental Authority or instrumentality thereof, provided, further, that such ownership
interest does not result in or provide such Person with immunity from the jurisdiction of
courts within the United States or from the enforcement of judgments or writs of attachment
on its assets or permit such Person (or such Governmental Authority or instrumentality) to
reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.




“Defaulting Bank” means any Bank that (a) has failed to (i) fund any portion of its
Loans within two Business Days of the date required to be funded, or (ii) pay over to the
Administrative Agent or any Bank any other amount required to be paid by it hereunder
within two Business Days of the date required to be paid, unless in each case such Lender
notifies the Administrative Agent in writing that such failure is the result of such Bank’s
good faith determination that a condition precedent to funding (specifically identified and
including the particular default, if any) has not been satisfied, (b) has notified the
Company or the Administrative Agent in writing, or has made a public statement to the
effect, that it does not intend or expect to comply with any of its funding obligations
under this Agreement (unless such writing or public statement indicates that such position
is based on such Bank’s good faith determination that a condition precedent (specifically
identified and including the particular default, if any) to funding under this Agreement
cannot be satisfied) or generally under other agreements in which it commits to extend
credit, (c) has failed, within three Business Days after request by the Administrative
Agent, acting in good faith, to provide a certification in writing from an authorized
officer of such Bank that it will comply with its obligations to fund prospective Loans
under this Agreement, provided that such Bank shall cease to be a Defaulting Bank pursuant
to this clause (c) upon the Administrative Agent’s receipt of such certification in form
and substance satisfactory to it, or (d) has become (or has a Parent that has become) the
subject of a Bankruptcy Event.




“Parent” means, with respect to any Bank, any Person controlling such Bank.




(ii) The definition “Ratio of Earnings to Fixed Charges” in Section 1.01 of the
Agreement is amended in its entirety to read as follows:




“Ratio of Earnings to Fixed Charges” means the Ratio of Earnings to Fixed
Charges as reported by the Company in its most recent Form 10-K Annual Report
filed with the Securities and Exchange Commission or in its most recent
officer’s certificate delivered pursuant to Section 6.01(c), provided that the
components of the numerator and denominator of such ratio are computed in each
such filing or certificate in the same manner as computed in the Company’s Form
10-K Annual Report for the period ended May 30, 2010. For purposes of computing
this ratio, earnings represent earnings before income taxes and after-tax
earnings of joint ventures, distributed income of equity investees, fixed
charges, and amortization of capitalized interest, net of interest capitalized.
Fixed charges represent gross interest expense (excluding interest on taxes) and
subsidiary preferred distributions to noncontrolling interest holders, plus
one-third (the proportion deemed representative of the interest factor) of rent
expense.



(b) Section 3.07 of the Agreement is amended in its entirety to read as follows:




Section 3.07. Defaulting Banks; Substitution of Banks. (a) Upon (x) the receipt by
the Company from any Bank of a notice of illegality with respect to Offshore Rate Loans
pursuant to Section 3.02, or (y) the receipt by the Company from any Bank of a claim for
additional amounts or compensation pursuant to Section 3.01 or Section 3.03, the Company
may: (i) request one or more of the other Banks to acquire and assume all or part of such
Bank’s Loans and Revolving Commitment (but no other Bank shall be required to do so); or
(ii) designate a replacement bank meeting the qualifications of an Eligible Assignee. Any
such transfer under clause (i) or (ii) shall be subject to the provisions of Sections 3.04
and 10.08 hereof.




(b) If any Bank becomes a Defaulting Bank, the Company may, with the consent of the
Administrative Agent:




(i) provided that no Default or Event of Default has occurred and is continuing,
terminate the Revolving Commitment of such Bank and, in connection therewith, prepay the
outstanding Loans of such Bank in full, together with accrued interest thereon and any
other amounts payable hereunder for the account of such Bank; or




(ii) designate a replacement bank meeting the qualifications of an Eligible Assignee.




Any prepayment under clause (i) shall be subject to the provisions of Section 3.04
hereof, and any transfer under clause (ii) shall be subject to the provisions of Sections
3.04 and 10.08 hereof.




(c) If any Bank becomes a Defaulting Bank, then the following additional provisions
shall apply for so long as such Bank is a Defaulting Bank with a Revolving Commitment
hereunder:




(i) fees shall cease to accrue on the unfunded portion (if any) of such Defaulting
Bank’s Credit Exposure pursuant to subsection 2.09(a); and




(ii) no Issuing Bank shall be required to issue (including any renewal or extension),
amend or increase any Letter of Credit, unless the Issuing Bank shall have entered into
arrangements with the Company or such Defaulting Bank, satisfactory to the Issuing Bank, to
defease any risk to it in respect of such Defaulting Bank hereunder.



(c) Subsection 5.07(b) of the Agreement is amended in its entirety to read as follows:




(b) The Company and each member of the Controlled Group has fulfilled its obligations under
the minimum funding standards of ERISA and the Code with respect to each Plan and is in
compliance in all material respects with the presently applicable provisions of ERISA and
the Code with respect to each Plan.



(d) The last sentence of Section 5.10 of the Agreement is amended to read as follows:




Except for such taxes, assessments, fees and other governmental charges which are being
contested in good faith by appropriate proceedings and for which adequate reserves have
been provided in accordance with GAAP, there is no tax, assessment, fee or other
governmental charge against the Company or any of its Subsidiaries which, if sustained,
would have a Material Adverse Effect.



(e) The last sentence of Section 5.13 of the Agreement is amended to read as follows:




Except as disclosed by the Company in writing from time to time to the Administrative Agent
and the Banks, no claim or litigation regarding any of the foregoing is pending or
threatened, and no patent, invention, device, application, principle or any statute, law,
rule, regulation, standard or code is pending or, to the knowledge of the Company,
proposed, which, in either case, could reasonably be expected to have a Material Adverse
Effect.



(f) Section 5.14 of the Agreement is amended in its entirety to read as follows:




Section 5.14. Financial Information. The consolidated balance sheet of the Company
as of May 30, 2010 and the related consolidated statements of earnings, stockholders’
equity and cash flows for the fiscal year then ended, reported on by KPMG LLP, and included
in the Company’s Form 10 K for such fiscal year, fairly present, in conformity with GAAP,
the consolidated financial position of the Company as of such date and its consolidated
results of operations and cash flows for such fiscal year.



(g) Subsection 6.01(a) of the Agreement is amended by deleting the reference to “applied on a
basis consistent with prior years” in that subsection.



(h) Subsection 6.03(c) of the Agreement is amended in its entirety to read as follows:




(c) of the commencement of, or any material adverse development in, any litigation or
proceeding affecting the Company or any Subsidiary (i) which, if adversely determined,
would reasonably be expected to have a Material Adverse Effect, or (ii) in which the relief
sought is an injunction or other stay of the performance of this Agreement or any Loan
Document;



(i) Subsection 6.03(d) of the Agreement is amended in its entirety to read as follows:




(d) upon, but in no event later than 30 days after, becoming aware of (i) any and all
enforcement, cleanup, removal or other governmental or regulatory actions instituted,
completed or threatened against the Company or any of its Subsidiaries or any of their
respective Properties pursuant to any applicable Environmental Laws which would reasonably
be expected to have a Material Adverse Effect, (ii) any other Environmental Claim which, if
adversely determined, would reasonably be expected to have a Material Adverse Effect, and
(iii) any environmental or similar condition on any real property adjoining or in the
vicinity of the property of the Company or any Subsidiary that could reasonably be
anticipated to cause such property or any part thereof to be subject to any restrictions on
the ownership, occupancy, transferability or use of such property under any Environmental
Laws and which restrictions could reasonably be expected to have a Material Adverse Effect;



(j) Clause (ii) of subsection 6.03(e) of the Agreement is amended by deleting the reference to
“results in an increase in unfunded liabilities of $50,000,000 or more, or” in that clause.



(k) Subsection 6.07(b) of the Agreement is amended by deleting the reference to “, that may
reasonably, individually or in the aggregate, result in liability in excess of $100,000,000” in
that subsection.



(l) Subsection 7.01(l) of the Agreement is amended in its entirety to read as follows:




(l) other Liens on Property (including Liens in excess of the amounts permitted by clauses
(a) through (k) hereof), provided that the sum of the aggregate Indebtedness secured by
such other Liens (exclusive of Indebtedness secured by Liens permitted by clauses (a)
through (k) hereof) shall not exceed an amount equal to five percent (5%) of the Company’s
total assets as shown on its consolidated balance sheet for its most recent prior fiscal
quarter;



(m) Section 7.02 of the Agreement is amended in its entirety to read as follows:




Section 7.02. Fundamental Changes. The Company shall not (i) consolidate or merge
with or into any other Person or (ii) sell, transfer, lease or otherwise dispose of
(whether in one transaction or in a series of transactions), directly or indirectly, all or
substantially all of its assets to any other Person; provided that, if at the time thereof
and immediately after giving effect thereto no Default or Event of Default shall have
occurred and be continuing any Person may merge into the Company in a transaction in which
the Company is the surviving corporation.



(n) The last sentence of Section 7.06 of the Agreement is amended to read as follows:




During the term of this Agreement, the Company shall continue to compute its Ratio of
Earnings to Fixed Charges in the same manner as computed in the Company’s Form 10-K Annual
Report for the period ended May 30, 2010 and shall continue to report such ratio to the
Administrative Agent on a quarterly basis concurrently with the delivery of the financial
statements referred to in subsections 6.01(a) and (b).



(o) The Agreement is amended by adding the following new Section 10.20 of the Agreement:




Section 10.20. No Fiduciary Duty. Each Agent, each Bank and their respective
Affiliates (each, a “Bank Party”) may have economic interests that conflict with those of
the Company. The Company agrees that nothing in the Loan Documents or otherwise will be
deemed to create an advisory, fiduciary or agency relationship or fiduciary or other
implied duty between the Banks Parties and the Company, its stockholders or Affiliates.
The Company acknowledges and agrees that (i) the transactions contemplated by the Loan
Documents are arm’s-length commercial transactions between the Bank Parties, on the one
hand, and the Company, on the other hand, (ii) in connection therewith and with the process
leading to such transactions, each Bank Party is acting solely as a principal and not the
agent or fiduciary of the Company, its management, stockholders, creditors or any other
person, (iii) no Bank Party has assumed an advisory or fiduciary responsibility in favor of
the Company with respect to the transactions contemplated hereby or in any other Loan
Document or the process leading thereto (irrespective of whether any Bank Party or any of
its Affiliates has advised or is currently advising the Company on other matters) or any
other obligation to the Company except the obligations expressly set forth in the Loan
Documents and (iv) the Company has consulted its own legal and financial advisors to the
extent it deemed appropriate. The Company further acknowledges and agrees that it is
responsible for making its own independent judgment with respect to such transactions and
the process leading thereto. The Company agrees that it will not claim that any Bank Party
has rendered advisory services of any nature or respect, or owes a fiduciary or similar
duty to the Company, its stockholder or Affiliates, in connection with such transactions or
the process leading thereto.



SECTION 3 . Representations of Company.  The Company represents and warrants that
(i) the representations and warranties of the Company set forth in Article 5 of the Agreement will
be true on and as of the Amendment Effective Date and (ii) no Default or Event of Default will have
occurred and be continuing on such date.



SECTION 4 . Governing Law. This Amendment shall be governed by and construed in accordance
with the laws of the State of New York.



SECTION 5 . Counterparts. This Amendment may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if the signatures thereto and hereto were
upon the same instrument.



SECTION 6 . Effectiveness. This Amendment shall become effective as of the date hereof on
the date (“Amendment Effective Date”) when the Agent shall have received from each of the Company
and the Majority Banks a counterpart hereof signed by such party or facsimile or other written
confirmation (in form satisfactory to the Agent) that such party has signed a counterpart hereof.



IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first above written.



GENERAL MILLS, INC.


By: /s/Kofi A. Bruce


Name: Kofi A. Bruce

Title: Vice President, Treasurer

JPMORGAN CHASE BANK, N.A.


as Administrative Agent and as a Bank


By: /s/Tony Yung


Name: Tony Yung

Title: Vice President



BANK OF AMERICA, N.A.


By: /s/David L. Catherall


Name: David L. Catherall

Title: Senior Vice President



CITIBANK, N.A.


By: /s/Shannon Sweeney


Name: Shannon Sweeney

Title: Vice President



THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.


By: /s/Victor Pierzchalski


Name: Victor Pierzchalski

Title: Authorized Signatory



BARCLAYS BANK PLC


By: /s/Ritam Bhalla


Name: Ritam Bhalla

Title: Vice President



CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH


(FKA CREDIT SUISSE, CAYMAN


ISLANDS BRANCH)


By: /s/Karl Studer


Name: Karl Studer

Title: Director



By: /s/Daniel Wiget

Name: Daniel Wiget

Title: Assistant Vice President







GOLDMAN SACHS BANK USA

By: /s/Lauren Day

Name: Lauren Day

Title: Authorized Signatory



MORGAN STANLEY BANK, N.A.





By: /s/Agata Marczak


Name: Agata Marczak

Title: Authorized Signatory



U.S. BANK NATIONAL ASSOCIATION


By: /s/Ludmila Yakovlev


Name: Ludmila Yakovlev

Title: Assistant Vice President



WELLS FARGO BANK, NATIONAL


ASSOCIATION


By: /s/Allison Gelfman


Name: Allison Gelfman

Title: Managing Director



CREDIT AGRICOLE CORPORATE & INVESTMENT BANK


By: /s/Joseph Philbin


Name: Joseph Philbin

Title: Director



By: /s/Matthias Guillet

Name: Matthias Guillet

Title: Director







THE BANK OF NEW YORK MELLON

By: /s/John T. Smathers

Name: John T. Smathers

Title: First Vice President



NATIONAL AUSTRALIA BANK, LTD.





ABN – 12-004-044-937


By: /s/Courtney A. Cloe


Name: Courtney A. Cloe

Title: Director



SOCIETE GENERALE


By: /s/Milissa A. Goeden


Name: Milissa A. Goeden

Title: Director



TORONTO DOMINION (TEXAS) LLC


By: /s/Bebi Yasin


Name: Bebi Yasin

Title: Authorized Signatory



AUSTRALIA & NEW ZEALAND BANKING GROUP LIMITED


By: /s/John W. Wade


Name: John W. Wade

Title: Deputy General Manager Head of Operations and Infrastructure