Exhibit 10.2 to General Mills, Inc. Form 8-K dated October 21, 2005








Exhibit 10.2


EXECUTION COPY 








FIVE-YEAR CREDIT
AGREEMENT 


dated as of

October 21, 2005 


among 


GENERAL MILLS, INC., 


JPMORGAN CHASE BANK,
N.A.

as Administrative Agent, 


and 


The Other Financial Institutions Party Hereto 


CITIGROUP GLOBAL MARKETS INC.,

as Syndication Agent 


BANK OF AMERICA, N.A.,

BARCLAYS BANK PLC and

DEUTSCHE BANK SECURITIES INC.,

as Documentation Agents 


J.P. MORGAN SECURITIES INC. and

CITIGROUP GLOBAL MARKETS INC. 


Lead Arrangers and Book Managers 

















TABLE OF CONTENTS 






			PAGE

	ARTICLE 1
DEFINITIONS 
	 
	Section 1.01.	Defined Terms 	1 
	Section 1.02.	Other Interpretive Provisions 	16 
	Section 1.03.	Accounting Principles 	17 
	 
	ARTICLE 2
THE CREDIT
	 
	Section 2.01.	The Revolving Credit 	17 
	Section 2.02.	Registry 	18 
	Section 2.03.	Procedure For Borrowing 	18 
	Section 2.04.	Conversion and Continuation Elections 	19 
	Section 2.05.	Voluntary Termination or Reduction of Commitments 	20 
	Section 2.06.	Optional Payments 	21 
	Section 2.07.	Repayment 	21 
	Section 2.08.	Interest 	21 
	Section 2.09.	Fees 	22 
	Section 2.10.	Computation of Fees and Interest 	23 
	Section 2.11.	Payments by the Company 	23 
	Section 2.12.	Payments by the Banks to the Agent 	24 
	Section 2.13.	Sharing of Payments, Etc. 	25 
	Section 2.14.	Letters of Credit 	25 
	Section 2.15.	Increased Commitments; Additional Banks 	30 
	 
	ARTICLE 3
TAXES, YIELD PROTECTION AND ILLEGALITY 
	 
	Section 3.01.	Taxes 	32 
	Section 3.02.	Illegality 	35 
	Section 3.03.	Increased Costs and Reduction of Return 	36 
	Section 3.04.	Funding Losses 	36 
	Section 3.05.	Inability to Determine Rates 	37 
	Section 3.06.	Certificates of Banks 	37 
	Section 3.07.	Substitution of Banks 	38 
	Section 3.08.	Survival 	38 








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	ARTICLE 4
CONDITIONS PRECEDENT
	 
	Section 4.01.	Conditions of Closing Date 	38 
	Section 4.02.	Conditions to All Borrowings and Issuances of Letters of Credit 	40 
	 
	ARTICLE 5
REPRESENTATIONS AND WARRANTIES 
	 
	Section 5.01.	Existence and Power 	40 
	Section 5.02.	Corporate Authorization; No Contravention 	41 
	Section 5.03.	Governmental Authorization 	41 
	Section 5.04.	Binding Effect 	41 
	Section 5.05.	Litigation 	41 
	Section 5.06.	No Default 	42 
	Section 5.07.	ERISA 	42 
	Section 5.08.	Use of Proceeds; Margin Regulations 	42 
	Section 5.09.	Title to Properties 	43 
	Section 5.10.	Taxes 	43 
	Section 5.11.	Environmental Matters 	43 
	Section 5.12.	Regulated Entities 	43 
	Section 5.13.	Copyrights, Patents, Trademarks and Licenses, Etc. 	43 
	Section 5.14.	Financial Information 	44 
	 
	ARTICLE 6
AFFIRMATIVE COVENANTS 
	 
	Section 6.01.	Financial Statements 	44 
	Section 6.02.	Certificates; Other Information 	45 
	Section 6.03.	Notices 	45 
	Section 6.04.	Preservation of Corporate Existence, Etc. 	47 
	Section 6.05.	Insurance 	47 
	Section 6.06.	Payment of Obligations 	47 
	Section 6.07.	Compliance with Laws 	48 
	Section 6.08.	Inspection of Property and Books and Records 	48 
	Section 6.09.	Use of Proceeds 	48 
	 
	ARTICLE 7
NEGATIVE COVENANTS 
	 
	Section 7.01.	Limitation on Liens 	49 
	Section 7.02.	Disposition of Assets; Consolidations and Mergers 	50 
	Section 7.03.	Pari Passu Ranking 	51 
	Section 7.04.	Transactions with Affiliates 	52 
	Section 7.05.	Margin Stock 	52 
	Section 7.06.	Ratio of Earnings to Fixed Charges 	52 
	Section 7.07.	Payments by Material Subsidiaries 	52 







ii 









	ARTICLE 8
EVENTS OF DEFAULT 
	 
	Section 8.01.	Event of Default 	52 
	Section 8.02.	Remedies 	55 
	Section 8.03.	Cash Cover 	55 
	Section 8.04.	Rights Not Exclusive 	56 
	 
	ARTICLE 9
THE AGENTS
	 
	Section 9.01.	Appointment and Authorization 	56 
	Section 9.02.	Delegation of Duties 	56 
	Section 9.03.	Liability of Administrative Agent 	56 
	Section 9.04.	Reliance by Agent 	57 
	Section 9.05.	Notice of Default 	57 
	Section 9.06.	Credit Decision 	58 
	Section 9.07.	Indemnification 	58 
	Section 9.08.	Administrative Agent in Individual Capacity 	59 
	Section 9.09.	Successor Administrative Agent 	60 
	Section 9.10.	Other Agents 	60 
	 
	ARTICLE 10
MISCELLANEOUS 
	 
	Section 10.01.	Amendments and Waivers 	60 
	Section 10.02.	Notices 	61 
	Section 10.03.	No Waiver; Cumulative Remedies 	62 
	Section 10.04.	Costs and Expenses 	62 
	Section 10.05.	Indemnity 	63 
	Section 10.06.	Marshalling; Payments Set Aside 	64 
	Section 10.07.	Successors and Assigns 	64 
	Section 10.08.	Assignments, Participations, Etc. 	64 
	Section 10.09.	Confidentiality 	67 
	Section 10.10.	Set-off 	68 
	Section 10.11.	Notification of Addresses, Lending Offices, Etc. 	69 
	Section 10.12.	Counterparts 	69 
	Section 10.13.	Severability 	69 
	Section 10.14.	No Third Parties Benefited 	69 
	Section 10.15.	Time 	69 
	Section 10.16.	Governing Law and Jurisdiction 	69 
	Section 10.17.	Waiver of Jury Trial 	70 
	Section 10.18.	Entire Agreement 	70 
	Section 10.19.	USA PATRIOT Act Notice 	70 








iii 












SCHEDULES

Pricing Schedule

Schedule 2.01     Revolving Commitment of each Bank

EXHIBITS

Exhibit A    —    Notice of Borrowing

Exhibit B    —    Notice of Conversion/Continuation

Exhibit C    —    Assignment and Assumption Agreement

Exhibit D    —    Note 

























iv 













FIVE-YEAR CREDIT
AGREEMENT 


        This
FIVE-YEAR CREDIT AGREEMENT is entered into as of October 21, 2005, among General Mills,
Inc., a Delaware corporation (the “Company”), the several financial
institutions from time to time party to this Agreement (collectively, the
“Banks”; individually, a “Bank”), JPMorgan Chase, Bank,
N.A., as Administrative Agent. 


        WHEREAS,
the Banks have agreed to make available to the Company a revolving credit facility upon
the terms and conditions set forth in this Agreement; 


        NOW,
THEREFORE, in consideration of the mutual agreements, provisions and covenants contained
herein, the parties agree as follows: 


ARTICLE 1 

DEFINITIONS 


        Section 1.01.   Defined Terms.   In addition to the terms defined elsewhere in this
Agreement, the following terms have the following meanings:


        “Administrative
Agent” means JPMorgan Chase in its capacity as administrative agent for the Banks
hereunder, and any successor in such capacity. 


        “Administrative
Agent-Related Persons” means JPMorgan Chase and any successor Administrative
Agent arising under Section 9.09, together with their respective Affiliates (including, in
the case of JPMorgan Chase, J.P. Morgan Securities Inc. as Arranger), and the officers,
directors, employees, agents and attorneys-in-fact of such Persons and Affiliates. 


        “Administrative
Questionnaire” means, with respect to each Bank, an administrative questionnaire
in the form prepared by the Administrative Agent, completed by such Bank and returned to
the Administrative Agent (with a copy to the Company). 


        “Affiliate”
means, as to any Person, any other Person which, directly or indirectly, is in control of,
is controlled by, or is under common control with, such Person. A Person shall be deemed
to control another Person if the controlling Person possesses, directly or indirectly, the
power to direct or cause the direction of the management and policies of the other Person,
whether through the ownership of voting securities, by contract or otherwise. Without
limitation, any director, executive officer or beneficial owner of 10% or more of the
equity of a Person shall for the purposes of this Agreement, be deemed to control the
other Person. Notwithstanding the foregoing, no Bank shall be deemed an
“Affiliate” of the Company or of any Subsidiary of the Company. 





 









        “Agent”
means any of the Administrative Agent, the Syndication Agent or the Documentation Agents. 


        “Agent’s
Payment Office” means the address for payments set forth on the signature page
hereto in relation to the Administrative Agent or such other address as the Administrative
Agent may from time to time specify in accordance with Section 10.02. 


        “Aggregate
Revolving Commitment” means the combined Revolving Commitments of the Banks, in
the initial amount of One Billion One Hundred Million Dollars ($1,100,000,000), as such
amount may be increased pursuant to Section 2.15, or reduced from time to time pursuant to
the provisions of this Agreement. 


        “Agreement”
means this Credit Agreement, as amended from time to time in accordance with the terms
hereof. 


        “Applicable
Margin” means: 


	 	        (i)       with
respect to Base Rate Loans, 0%; and  





	 	        (ii)       with respect to Offshore Rate Loans, the applicable rate per annum set forth in
          the Pricing Schedule.






        “Approved
Fund” means any Fund that is managed (whether as manager or administrator) by (i)
a Bank, (ii) an Affiliate of a Bank or (iii) an entity or an Affiliate of an entity that
administers or manages a Bank. 


        “Assignee”
has the meaning specified in subsection 10.08(a). 


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


        “Attorney
Costs” means and includes all reasonable fees and reasonable out-of-pocket
disbursements of any law firm or other external counsel, the reasonable allocated cost of
internal legal services and all reasonable out-of-pocket disbursements of internal
counsel. 


        “Bank”
has the meaning specified in the introductory clause hereto; provided that if and
to the extent any Bank obtains funding for its Loans hereunder from a domestic bank
Affiliate of such Bank, all references to such “Bank” in Sections 3.02 and 3.03
hereof shall be deemed to include such domestic bank Affiliate and provided further
that unless the context otherwise requires, any reference to a Bank shall include an
Issuing Bank. 


        “Bankruptcy
Code” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C.ss.101, et seq.). 






2 










        “Base
Rate” means, for any day, the higher of (a) the Prime Rate and (b) 0.50% per
annum above the Federal Funds Rate. 


        “Base
Rate Loan” means a Loan that bears interest based on the Base Rate. 


        “Board
of Directors” means either the board of directors of the Company or any duly
authorized committee of that board. 


        “Borrowing”
means a borrowing hereunder consisting of Loans made to the Company on the same day by the
Banks pursuant to Article 2. 


        “Business
Day” means any day other than a Saturday, Sunday or other day on which commercial
banks in New York City are authorized or required by law to close and, if the applicable
Business Day relates to any Offshore Rate Loan, means such a day on which dealings are
carried on in the London interbank market. 


        “Capital
Adequacy Regulation” means any guideline, request or directive of any central
bank or other Governmental Authority, or any other law, rule or regulation, whether or not
having the force of law, in each case, regarding capital adequacy of any Bank or of any
corporation or other entity controlling a Bank. 


        “Capital
Lease” has the meaning specified in the definition of “Capital Lease
Obligations.” 


        “Capital
Lease Obligations” means all material monetary obligations of the Company or any
of its Subsidiaries under any leasing or similar arrangement which, in accordance with
GAAP, is classified as a capital lease (“Capital Lease”). 


        “CERCLA”
has the meaning specified in the definition of “Environmental Laws.” 


        “Closing
Date” means the date on which all conditions precedent set forth in Section 4.01
are satisfied or waived by all Banks. 


        “Code”
means the Internal Revenue Code of 1986, as amended, and regulations promulgated
thereunder. 


        “Commitment
Percentage” means, as to any Bank, the percentage equivalent of such Bank’s
Revolving Commitment divided by the Aggregate Revolving Commitment. 





3 









        “Contingent
Obligation” means, as applied to any Person, any direct or indirect liability of
that Person with respect to any Indebtedness, lease, dividend, Surety Instrument or other
obligation (the “primary obligations”) of another Person (the
“primary obligor”), including any obligation of that Person, whether or
not contingent, (a) to purchase, repurchase or otherwise acquire such primary obligations
or any property constituting direct or indirect security therefor, or (b) to advance or
provide funds (i) for the payment or discharge of any such primary obligation, or (ii) to
maintain working capital or equity capital of the primary obligor or otherwise to maintain
the net worth or solvency or any balance sheet item, level of income or financial
condition of the primary obligor, or (c) to purchase property, securities or services
primarily for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation, or (d)
otherwise to assure or hold harmless the holder of any such primary obligation against
loss in respect thereof; in each case (a), (b), (c) or (d), including arrangements wherein
the rights and remedies of the holder of the primary obligation are limited to
repossession or sale of certain property of such Person. The amount of any Contingent
Obligation shall be deemed equal to the stated or determinable amount of the primary
obligation in respect of which such Contingent Obligation is made or, if not stated or if
indeterminable, the maximum reasonably anticipated liability in respect thereof. 


        “Contractual
Obligations” means, as to any Person, any provision of any security issued by
such Person or of any agreement, undertaking, contract, indenture, mortgage, deed of trust
or other instrument, document or agreement to which such Person is a party or by which it
or any of its property is bound and which is material to such Person. 


        “Controlled
Group” means the Company and all Persons (whether or not incorporated) under
common control or treated as a single employer with the Company pursuant to Section
414(b), (c), (m) or (o) of the Code. 


        “Conversion
Date” means any date on which the Company converts, either pursuant to a Notice
of Conversion/ Continuation or by automatic conversion pursuant to Section 2.04, a Base
Rate Loan to an Offshore Rate Loan; or an Offshore Rate Loan to a Base Rate Loan. 


        “Credit
Exposure” means, with respect to any Bank at any time, (i) the amount of its
Revolving Commitment (whether used or unused) at such time or (ii) if the Revolving
Commitments have terminated in their entirety, the aggregate outstanding principal amount
of its Loans and its Letter of Credit Liabilities at such time. 


        “Default”
means any event or circumstance which, with the giving of notice, the lapse of time, or
both, would (if not cured or otherwise remedied during such time) constitute an Event of
Default. 


        “Documentation
Agents” means each of Bank of America, N.A., Barclays Bank PLC and Deutsche Bank
Securities Inc., in its capacity as a documentation agent in respect of this Agreement. 


        “Dollars”,
“dollars” and “$” each mean lawful money of the United
States. 






4 









        “Domestic
Lending Office” means, with respect to each Bank, the office of that Bank
designated as such in the signature pages hereto or such other office of the Bank as it
may from time to time specify to the Company and the Administrative Agent. 


        “Eligible
Assignee” means (a) any Bank approved by each Issuing Bank; (b) any Affiliate of
a Bank approved by each Issuing Bank; (c) any Approved Fund approved by each Issuing Bank;
and (d) any other Person (other than a natural Person) approved by (i) the Administrative
Agent, (ii) each Issuing Bank and (iii) unless (x) such Person is taking delivery of
an assignment in connection with physical settlement of a credit derivatives transaction
or (y) an Event of Default has occurred and is continuing, the Company (each such approval
not to be unreasonably withheld or delayed). 


        “Environmental
Claims” means all claims, however asserted, by any Governmental Authority or
other Person alleging potential liability or responsibility for violation of any
Environmental Law, or for release or injury to the environment or threat to public health,
personal injury (including sickness, disease or death), property damage, natural resources
damage, or otherwise alleging liability or responsibility for damages (punitive or
otherwise), cleanup, removal, remedial or response costs, restitution, civil or criminal
penalties, injunctive relief, or other type of relief, resulting from or based upon the
presence, placement, discharge, emission or release (including intentional and
unintentional, negligent and non-negligent, sudden or non-sudden, accidental or
non-accidental, placement, spills, leaks, discharges, emissions or releases) of any
Hazardous Material at, in, or from Property, whether or not owned by the Company. 


        “Environmental
Laws” means all federal, state or local laws, statutes, common law duties, rules,
regulations, ordinances and codes, together with all administrative orders, directed
duties, requests, licenses, authorizations and permits of, and agreements with, any
Governmental Authorities, in each case relating to environmental, health, safety and land
use matters; including the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 (“CERCLA”), the Clean Air Act, the Federal Water
Pollution Control Act of 1972, the Solid Waste Disposal Act, the Federal Resource
Conservation and Recovery Act, the Toxic Substances Control Act and the Emergency Planning
and Community Right-to-Know Act. 


        “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time,
and regulations promulgated thereunder. 


        “ERISA
Affiliate” means any trade or business (whether or not incorporated) under common
control with the Company within the meaning of Section 414(b), 414(c) or 414(m) of
the Code. 






5 









        “ERISA
Event” means (a) a Reportable Event with respect to a Qualified Plan or a
Multiemployer Plan; (b) a withdrawal by the Company or any ERISA Affiliate from a
Qualified Plan subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA); (c) a complete or
partial withdrawal by the Company or any ERISA Affiliate from a Multiemployer Plan; (d)
the filing of a notice of intent to terminate, the treatment of a plan amendment as a
termination under Section 4041 or 4041A of ERISA or the commencement of proceedings by the
PBGC to terminate a Qualified Plan or Multiemployer Plan subject to Title IV of ERISA;
(e) a failure by the Company or any member of the Controlled Group to make required
contributions to a Qualified Plan or Multiemployer Plan; (f) an event or condition
which might reasonably be expected to constitute grounds under Section 4042 of ERISA for
the termination of, or the appointment of a trustee to administer, any Qualified Plan or
Multiemployer Plan; (g) the imposition of any liability under Title IV of ERISA, other
than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Company or
any ERISA Affiliate; or (h) an application for a funding waiver or an extension of any
amortization period pursuant to Section 412 of the Code with respect to any Plan. 


        “Eurodollar
Reserve Percentage” has the meaning specified in the definition of “Offshore
Rate”. 


        “Event
of Default” has the meaning specified in Section 8.01. 


        “Exchange
Act” means the Securities and Exchange Act of 1934, and regulations promulgated
thereunder. 


        “Existing
Agreement” means the Five Year Credit Agreement dated as of January 24, 2001, as
amended, among the Company, certain financial institutions, JPMorgan Chase Bank, N.A. as
Administrative Agent, Citigroup Global Markets Inc. as Syndication Agent, and Barclays
Bank PLC and Credit Suisse First Boston, as Co-Documentation Agents. 


        “Federal
Funds Rate” means, for any day, the rate set forth in the weekly statistical
release designated as H.15(519), or any successor publication, published by the Federal
Reserve Board (including any such successor, “H.15(519)”) for such day opposite
the caption “Federal Funds (Effective)". If on any relevant day such rate is not
yet published in H.15(519), the rate for such day will be the rate set forth in the daily
statistical release designated as the Composite 3:30 p.m. Quotations for U.S. Government
Securities, or any successor publication, published by the Federal Reserve Bank of New
York (including any such successor, the “Composite 3:30 p.m. Quotation”) for
such day under the caption “Federal Funds Effective Rate”. If on any relevant
day the appropriate rate for such previous day is not yet published in either H.15(519) or
the Composite 3:30 p.m. Quotations, the rate for such day will be the arithmetic mean as
determined by the Administrative Agent of the rates for the last transaction in overnight
Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of
three leading brokers of Federal funds transactions in New York City selected by the
Administrative Agent. 






6 









        “Federal
Reserve Board” means the Board of Governors of the Federal Reserve System, or any
entity succeeding to any of its principal functions. 


        “Fee
Letters” means that certain letter agreement between the Company, J.P. Morgan
Securities Inc. and JPMorgan Chase dated September 12, 2005 and that certain letter
agreement between the Company and Citigroup Global Markets Inc. dated September 12, 2005. 


        “Form
W-8BEN” has the meaning specified in subsection 3.01(f). 


        “Form W-8ECI”
has the meaning specified in subsection 3.01(f). 


        “Fund”
means any Person (other than a natural Person) that is (or will be) engaged in purchasing,
holding or otherwise investing in commercial loans in the ordinary course of its business. 


        “GAAP”
means generally accepted accounting principles set forth from time to time in the opinions
and pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board (or agencies with similar functions of comparable stature and authority
within the accounting profession), or in such other statements by such other entity as may
be in general use by significant segments of the U.S. accounting profession, which are
applicable to the circumstances as of the date of determination. 


        “Governmental
Authority” means any nation or government, any state or other political
subdivision thereof, any central bank (or similar monetary or regulatory authority)
thereof, any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government, and any corporation or other
entity owned or controlled, through stock or capital ownership or otherwise, by any of the
foregoing. 


        “Hazardous
Materials” means all those substances which are regulated by, or which may form
the basis of liability under, any Environmental Law, including all substances identified
under any Environmental Law as a pollutant, contaminant, hazardous waste, hazardous
constituent, special waste, hazardous substance, hazardous material, or toxic substance,
or petroleum or petroleum derived substance or waste. 


        “Indebtedness”
of any Person means, without duplication, (a) all indebtedness for borrowed money; (b) all
obligations issued, undertaken or assumed as the deferred purchase price of property or
services (other than trade payables entered into in the ordinary course of business
pursuant to ordinary terms); (c) all non-contingent reimbursement or payment obligations
with respect to Surety Instruments; (d) all obligations evidenced by notes, bonds,
debentures or similar instruments, including obligations so evidenced incurred in
connection with the acquisition of property, assets or businesses (other than trade
payables entered into in the Ordinary Course of Business); (e) all indebtedness created or
arising under any conditional sale or other title retention agreement, or incurred as
financing, in either case with respect to Property acquired by the Person (even though the
rights and remedies of the seller or bank under such agreement in the event of default are
limited to repossession or sale of such property); (f) all Capital Lease Obligations; and
(g) all net obligations with respect to Rate Contracts. 






7 









        “Indemnified
Person” has the meaning specified in subsection 10.05. 


        “Indemnified Liabilities”
has the meaning specified in subsection 10.05. 


        “Insolvency
Proceeding” means (a) any case, action or proceeding before any court or other
Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation,
receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment
for the benefit of creditors, composition, marshalling of assets for creditors, or other,
similar arrangement in respect of its creditors generally or any substantial portion of
its creditors; in each case (a) and (b) undertaken under U.S. Federal, State or foreign
law, including the Bankruptcy Code. 


        “Interest
Payment Date” means, with respect to any Offshore Rate Loan, the last day of the
Interest Period applicable to such Loan and, with respect to Base Rate Loans, the last
Business Day of each calendar quarter and each date a Base Rate Loan is converted into an
Offshore Rate Loan, provided, however, that if any Interest Period for an Offshore
Rate Loan exceeds three months, the date which falls three months after the beginning of
such Interest Period and after each Interest Payment Date thereafter shall also be an
Interest Payment Date. 


        “Interest
Period” means, with respect to any Offshore Rate Loan, the period commencing on
the Business Day the Loan is disbursed or continued or on the Conversion Date on which the
Loan is converted to the Offshore Rate Loan and ending on the date one week or one, two,
three or six months (or, if available, as determined by the Majority Banks, nine or twelve
months) thereafter, as selected by the Company in its Notice of Borrowing or Notice of
Conversion/Continuation; 


provided that: 


          		        (i)        
               if any Interest Period would otherwise end on a day which is not a Business Day,
               that Interest Period shall be extended to the next succeeding Business Day
               unless the result of such extension would be to carry such Interest Period into
               another calendar month, in which event such Interest Period shall end on the
               immediately preceding Business Day; 



               


          		        (ii)       
               any Interest Period that begins on the last Business Day of a calendar month (or
               on a day for which there is no numerically corresponding day in the calendar
               month at the end of such Interest Period) shall end on the last Business Day of
               the calendar month at the end of such Interest Period; and 



               


          		        (iii)       
               no Interest Period may end after the Revolving Termination Date. 



               






8 









        “Issuing
Bank” means JPMorgan Chase, Citibank, N.A. or any other Bank designated by the
Company that may agree (pursuant to an instrument in form reasonably satisfactory to the
Administrative Agent) to issue Letters of Credit hereunder, each in its capacity as an
issuer of a Letter of Credit hereunder. 


        “JPMorgan
Chase” means JPMorgan Chase Bank, N.A. and its successors. 


        “Lead
Arrangers” means J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. 


        “Letter
of Credit” means a letter of credit issued or to be issued hereunder by an
Issuing Bank. 


        “Letter
of Credit Fee Rate” means the applicable rate per annum set forth in the Pricing
Schedule. 


        “Letter
of Credit Liabilities” means, for any Bank and at any time, such Bank’s
ratable participation in the sum of (i) the aggregate amount then owing by the
Company in respect of amounts paid by the Issuing Bank upon a drawing under a Letter of
Credit issued hereunder and (ii) the aggregate amount then available for drawing
under all outstanding Letters of Credit. 


        “Lending
Office” means, with respect to any Bank, the office or offices of the Bank
specified as its “Lending Office” or “Domestic Lending Office” or
“Offshore Lending Office”, as the case may be, in its Administrative
Questionnaire, or such other office or offices of the Bank as it may from time to time
notify the Company and the Administrative Agent. 


        “Lien”
means any mortgage, deed of trust, pledge, hypothecation, assignment, charge or deposit
arrangement, encumbrance, lien (statutory or other) or preference, priority or other
security interest or preferential arrangement of any kind or nature whatsoever (including
those created by, arising under or evidenced by any conditional sale or other title
retention agreement, the interest of a lessor under a Capital Lease Obligation, any
financing lease having substantially the same economic effect as any of the foregoing, or
the filing of any financing statement naming the owner of the asset to which such lien
relates as debtor, under the UCC or any comparable law) and any contingent or other
agreement to provide any of the foregoing, but not including the interest of a lessor
under an Operating Lease. 





9 









        “Loan”
means an extension of credit by a Bank to the Company pursuant to Article 2, and may be a
Base Rate Loan or an Offshore Rate Loan. 


        “Loan
Documents” means this Agreement and all documents delivered by the Company to the
Administrative Agent or an Issuing Bank in connection herewith. 


        “Majority
Banks” means at any time Banks then holding at least 51% of the aggregate amount
of the Credit Exposures at such time. 


        “Margin
Stock” means “margin stock” as such term is defined in Regulation T, U
or X of the Federal Reserve Board. 


        “Material
Adverse Effect” means (a) a material adverse change in, or a material adverse
effect upon, any of the operations, business, properties or condition (financial or
otherwise) of the Company or the Company and its Subsidiaries taken as a whole; (b) a
material impairment of the ability of the Company to perform under any Loan Document and
avoid any Event of Default; or (c) a material adverse effect upon the legality, validity,
binding effect or enforceability of any Loan Document. 


        “Material
Subsidiary” means any Subsidiary of the Company, whether now owned or hereafter
formed or acquired, whose total assets at any time equal or exceed ten percent (10%) of
the Company’s total assets as shown on the Company’s consolidated balance sheet
for its most recent fiscal quarter. 


        “Multiemployer
Plan” means a “multiemployer plan” (within the meaning of Section
4001(a)(3) of ERISA) and to which any member of the Controlled Group makes, is making, or
is obligated to make contributions or, during the preceding three calendar years, has
made, or been obligated to make, contributions. 


        “Note”
has the meaning set forth in Section 2.02(b). 


        “Notice
of Borrowing” means a notice given by the Company to the Administrative Agent
pursuant to Section 2.03, in substantially the form of Exhibit A. 


        “Notice
of Conversion/Continuation” means a notice given by the Company to the
Administrative Agent pursuant to Section 2.04, in substantially the form of Exhibit B. 


        “Notice
of Issuance” means any notice delivered pursuant to subsection 2.14(b) hereof. 


        “Notice of
Lien” means any “notice of lien” or similar document intended to be
filed or recorded with any court, registry, recorder’s office, central filing office
or other Governmental Authority for the purpose of evidencing, creating, perfecting or
preserving the priority of a Lien securing obligations owing to a Governmental Authority. 






10 









        “Obligations”
means all Loans, advances, debts, liabilities, obligations, covenants and duties owing by
the Company to any Bank, the Administrative Agent, or any other Indemnified Person, that
arises under any Loan Document, whether or not for the payment of money, whether arising
by reason of an extension of credit, loan, guaranty, indemnification or in any other
manner, whether direct or indirect (including those acquired by assignment), absolute or
contingent, due or to become due, now existing or hereafter arising and however acquired. 


        “Offshore
Lending Office” means with respect to each Bank, the office of such Bank
designated as such in its Administrative Questionnaire or such other office of such Bank
as such Bank may from time to time specify to the Company and the Administrative Agent. 


        “Offshore
Rate” means for any Interest Period with respect to any Offshore Rate Loan, a
rate per annum determined by the Administrative Agent pursuant to the following formula: 


	Offshore Rate =	 	Offshore Base Rate
1.00 – Eurodollar Reserve Percentage	 








        Where, 


        “Offshore
Base Rate” means, for such Interest Period: 


          		        (a)       
               the rate per annum (carried out to the fifth decimal place) equal to the rate
               determined by the Administrative Agent to be the offered rate that appears on
               the page of the Telerate Screen that displays an average British Bankers
               Association Interest Settlement Rate (such page currently being page number
               3750) for deposits in Dollars (for delivery on the first day of such Interest
               Period) with a term approximately equivalent to such Interest Period, determined
               as of approximately 11:00 a.m. (London time) two Business Days prior to the
               first day of such Interest Period, or 



               


          		        (b)       
               in the event the rate referenced in the preceding subsection (a) does not appear
               on such page or service or such page or service shall cease to be available, the
               rate per annum (carried out to the fifth decimal place) equal to the rate
               determined by the Administrative Agent to be the offered rate on such other page
               or other service that displays an average British Bankers Association Interest
               Settlement Rate for deposits in Dollars (for delivery on the first day of such
               Interest Period) with a term equivalent to such Interest Period, determined as
               of approximately 11:00 a.m. (London time) two Business Days prior to the first
               day of such Interest Period, or 



               






11 









          		        (c)       
               in the event the rates referenced in the preceding subsections (a) and (b) are
               not available, the rate per annum determined by the Administrative Agent as the
               rate of interest at which Dollar deposits (for delivery on the first day of such
               Interest Period) in same day funds in the approximate amount of the applicable
               Offshore Rate Loan and with a term equivalent to such Interest Period would be
               offered by its London Branch to major banks in the offshore Dollar market at
               their request at approximately 11:00 a.m. (London time) two Business Days prior
               to the first day of such Interest Period. 



               


	  	        “Eurodollar
Reserve Percentage” means, for any day during any Interest Period, the reserve
percentage (expressed as a decimal, rounded upward to the next 1/100th of 1%) in effect on
such day, whether or not applicable to any Bank, under regulations issued from time to
time by the Federal Reserve Board for determining the maximum reserve requirement
(including any emergency, supplemental or other marginal reserve requirement) with respect
to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”).
The Offshore Rate for each outstanding Offshore Rate Loan shall be adjusted automatically
as of the effective date of any change in the Eurodollar Reserve Percentage. 






        “Offshore
Rate Loan” means a Loan that bears interest based on the Offshore Rate. 


        “Operating
Lease” means, as applied to any Person, any lease of Property which is not a
Capital Lease. 


        “Ordinary
Course of Business” means, in respect of any transaction involving the Company or
any Subsidiary of the Company, the ordinary course of such Person’s business, as
conducted by any such Person and undertaken by such Person in good faith and not for
purposes of evading any covenant or restriction in any Loan Document. 


        “Organization
Documents” means, for any corporation, the certificate or articles of
incorporation, the bylaws, any certificate of determination or instrument relating to the
rights of preferred shareholders of such corporation, any shareholder rights agreement,
and all applicable resolutions of the board of directors (or any committee thereof) of
such corporation. 


        “Other
Taxes” has the meaning specified in subsection 3.01(b). 


        “PBGC”
means the Pension Benefit Guaranty Corporation or any entity succeeding to any of its
principal functions under ERISA. 


        “Participant”
has the meaning specified in subsection 10.08(b). 


        “Payment
Date” has the meaning specified in subsection 2.14(c). 






12 









        “Person”
means an individual, partnership, corporation, business trust, limited liability company,
joint stock company, trust, unincorporated association, joint venture or Governmental
Authority. 


        “Plan”
means a Multiemployer Plan or a Qualified Plan. 


        “Pricing
Schedule” means the schedule attached hereto and identified as such. 


        “Prime
Rate” means, for any day, the rate of interest in effect for such day as publicly
announced from time to time by JPMorgan Chase in New York City as its “prime
rate.” It is a rate set by JPMorgan Chase based upon various factors including
JPMorgan Chase’s costs and desired return, general economic conditions and other
factors, and is used as a reference point for pricing some loans, which may be priced at,
above, or below such announced rate. Any change in the prime rate announced by JPMorgan
Chase shall take effect at the opening of business on the day specified in the public
announcement of such change. 


        “Property”
means any estate or interest in any kind of property or asset, whether real, personal or
mixed, and whether tangible or intangible. 


        “Qualified
Plan” means a pension plan intended to be tax-qualified under Section 401(a) of
the Code, which is subject to Title IV of ERISA and which any member of the Controlled
Group sponsors, maintains, or to which it makes, is making or is obligated to make
contributions, or in the case of a multiple employer plan (as described in Section 4064(a)
of ERISA) has made contributions at any time during the immediately preceding period
covering at least five (5) plan years, but excluding any Multiemployer Plan. 


        “Rate
Contracts” means swap agreements (as such term is defined in Section 101 of the
Bankruptcy Code) and any other agreements or arrangements designed to provide protection
against fluctuations in interest rates. 


        “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 29, 2005. For purposes of computing this ratio, earnings represent pretax income
from continuing operations plus fixed charges (net of capitalized interest). Fixed charges
represent gross interest (whether expensed or capitalized) and one-third (the proportion
deemed representative of the interest factor) of rents of continuing operations. 


        “Register”
has the meaning set forth in Section 2.02(a). 






13 









        “Reimbursement
Obligation” has the meaning specified in subsection 2.14(c). 


        “Reportable
Event” means, as to any Plan, (a) any of the events set forth in Section 4043(b)
of ERISA or the regulations thereunder, other than any such event for which the 30-day
notice requirement under ERISA has been waived in regulations issued by the PBGC, (b) a
withdrawal from a Plan described in Section 4063 of ERISA, or (c) a cessation of
operations described in Section 4062(e) of ERISA. 


        “Requirement
of Law” means, as to any Person, any law (statutory or common), treaty, rule or
regulation or determination of an arbitrator or of a Governmental Authority, in each case
applicable to or binding upon the Person or any of its property or to which the Person or
any of its property is subject. 


        “Responsible
Officer” means the chief executive officer, any vice chairman or the president of
the Company, or any other officer having substantially the same authority and
responsibility; or, with respect to compliance with financial covenants, the chief
financial officer, the treasurer, the senior vice president, corporate finance or any
director of finance of the Company, or any other officer having substantially the same
authority and responsibility. 


        “Revolving
Commitment” means, with respect to each Bank, the amount set forth opposite such
Bank’s name in Schedule 2.01 under the heading “Revolving Commitment”, as
such amount may be increased pursuant to Section 2.15, or from time to time be reduced
pursuant to Section 2.05, or increased or reduced as a result of one or more assignments
pursuant to Section 10.08. 


        “Revolving
Termination Date” means the earlier to occur of: 


		        (a)       October
21, 2010; and 





          		        (b)      
               the date on which the Aggregate Revolving Commitment shall terminate in
               accordance with the provisions of this Agreement. 



               


        “SEC”
means the Securities and Exchange Commission, or any entity succeeding to any of its
principal functions. 


        “Subsidiary”
of a Person means any corporation, association, partnership, joint venture or other
business entity of which more than 51% of the voting stock or other equity interests (in
the case of Persons other than corporations), is owned or controlled directly or
indirectly by the Person, or one or more of the Subsidiaries of the Person, or a
combination thereof. Unless otherwise qualified, all references to a
“Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a
Subsidiary or Subsidiaries of the Company. 






14 









        “Surety
Instruments” means all letters of credit (including standby and commercial),
banker’s acceptances, bank guaranties, shipside bonds, surety bonds and similar
instruments. 


        “Syndication
Agent” means Citigroup Global Markets Inc., in its capacity as syndication agent
in respect of this Agreement. 


        “Taxes”
has the meaning specified in subsection 3.01(a). 


        “Total
Outstanding Amount” means at any time the sum of (i) the aggregate outstanding
principal amount of the Loans at such time after giving effect, if one or more Loans are
being made at such time, to any substantially concurrent application of the proceeds
thereof to repay other Loans or Letter of Credit Liabilities plus, without
duplication, (ii) the aggregate amount of the Letter of Credit Liabilities of all Banks at
such time. 


        “Tranche”
means a group of Offshore Rate Loans having the same Interest Period. 


        “Transferee”
has the meaning specified in Section 10.09. 


        “Type”
means, as to any Loan, its nature as a Base Rate Loan or an Offshore Rate Loan. 


        “UCC”
means the Uniform Commercial Code as in effect in the State of New York. 


        “Unfunded
Pension Liabilities” means the excess of a Plan’s benefit liabilities under
Section 4001(a)(16) of ERISA, over the current value of that Plan’s assets,
determined in accordance with the assumptions used by the Plan’s actuaries for
funding the Plan pursuant to Section 412 of the Code for the applicable plan year. 


        “United
States” and “U.S.” each means the United States of America. 


        “Voting Stock”
means shares of stock of a corporation of any class or classes (however designated) having
ordinary voting power for the election of a majority of the members of the board of
directors (or other governing body) of such corporation, other than stock having such
power only by reason of the happening of a contingency. 


        “Wholly-Owned
Subsidiary” of a Person means any corporation, association, partnership or other
business entity in which (other than directors’ qualifying shares required by law)
100% of the capital stock of each class having ordinary voting power and 100% of the
capital stock of every other class, or 100% of all other equity interests (in the case of
Persons other than corporations), in each case at the time as of which any determination
is being made, is owned, beneficially and of record, by such Person, or by one or more of
the other Wholly-Owned Subsidiaries of such Person, or both. 






15 









        “Withdrawal
Liabilities” means, as of any determination date, the aggregate amount of the
liabilities, if any, pursuant to Section 4201 of ERISA if the Controlled Group made a
complete withdrawal from all Multiemployer Plans and any increase in contributions
pursuant to Section 4243 of ERISA. 


        Section
1.02.   Other Interpretive Provisions. 


        (a)       Defined Terms.
   Unless otherwise specified herein or therein, all           terms
defined in this Agreement shall have the defined meanings when used in any
          certificate or other document made or delivered pursuant hereto. The meaning of
          defined terms shall be equally applicable to the singular and plural forms of
          the defined terms. Terms (including uncapitalized terms) not otherwise defined
          herein and that are defined in the UCC shall have the meanings therein
          described.  


        (b)       The Agreement.   The
words “hereof”, “herein”,           “hereunder” and words
of similar import when used in this Agreement           shall refer to this Agreement as
a whole and not to any particular provision of           this Agreement; and subsection,
section, schedule and exhibit references are to           this Agreement unless otherwise
specified.  


        (c)       Certain Common Terms. 


          		        (i)       
               The term “documents” includes any and all instruments, documents,
               agreements, certificates, indentures, notices and other writings, however
               evidenced. 



               


          		        (ii)       
               The term “including” is not limiting and means “including without
               limitation.” 



               


        (d)       Performance; Time.
   Whenever any performance obligation hereunder           shall be stated to be due or
required to be satisfied on a day other than a           Business Day, such performance
shall be made or satisfied on the next succeeding           Business Day. In the
computation of periods of time from a specified date to a           later specified date,
the word “from” means “from and           including”; the words “to” and
“until” each mean           “to but excluding”, and the word “through” means
“to           and including.” If any provision of this Agreement refers to any
action           taken or to be taken by any Person, or which such Person is prohibited
from           taking, such provision shall be interpreted to encompass any and all
means,           direct or indirect, of taking, or not taking, such action.  


        (e)       Contracts.
   Unless otherwise expressly provided herein, references to           agreements and other
contractual instruments shall be deemed to include all           subsequent amendments
and other modifications thereto, but only to the extent           such amendments and
other modifications are not prohibited by the terms of any           Loan Document.  






16 









             (f)       
          Laws.   References to any statute or regulation are to be construed as
          including all statutory and regulatory provisions consolidating, amending,
          replacing, supplementing or interpreting the statute or regulation. 


            (g)       
          Captions.   The captions and headings of this Agreement are for convenience
          of reference only and shall not affect the interpretation of this Agreement. 


            (h)       
          Independence of Provisions.   The parties acknowledge that
          this Agreement and other Loan Documents may use several different limitations,
          tests or measurements to regulate the same or similar matters, and that such
          limitations, tests and measurements are cumulative and must each be performed,
          except as expressly stated to the contrary in this Agreement. 


        Section
1.03.   Accounting Principles.   (a) Unless the context otherwise clearly
requires, all accounting terms not expressly defined herein shall be construed, and all
financial computations required under this Agreement shall be made, in accordance with
GAAP, consistently applied. 


             (b)       
          References herein to “fiscal year” and “fiscal quarter”
          refer to such fiscal periods of the Company. 


ARTICLE 2

THE CREDIT 


        Section
2.01.   The Revolving Credit.   Each Bank severally agrees, on the
terms and conditions hereinafter set forth, to make Loans to the Company from time to time
on any Business Day during the period from the Closing Date to the Revolving Termination
Date, in an amount such that (i) the aggregate principal amount of Loans by such Bank
at any one time outstanding plus the aggregate amount of its Letter of Credit Liabilities
at such time shall not exceed the amount of its Revolving Commitment and (ii)  the
Total Outstanding Amount shall not exceed the Aggregate Revolving Commitment. Within the
limits of each Bank’s Revolving Commitment, and subject to the other terms and
conditions hereof, the Company may borrow under this Section 2.01, prepay pursuant to
Section 2.06 and reborrow pursuant to this Section 2.01. 






17 









        Section
2.02.   Registry.   (a)  The Administrative Agent shall maintain a register (the
“Register”) on which it will record the Revolving Commitment of each Bank, each
Loan made by such Bank and each repayment of any Loan made by such Bank. Any such
recordation by the Administrative Agent on the Register shall be conclusive, absent
manifest error. With respect to any Bank, the assignment or other transfer of the
Revolving Commitment of such Bank and the rights to the principal of, and interest on, any
Loan made and Note issued pursuant to this Agreement shall not be effective until such
assignment or other transfer is recorded on the Register and otherwise complies with
Section 10.08(a). The registration of assignment or other transfer of all or part of the
Revolving Commitment, Loans and Notes for a Bank shall be recorded by the Administrative
Agent on the Register only upon the acceptance by the Administrative Agent of a properly
executed and delivered Assignment and Assumption Agreement referred to in Section
10.08(a). The Register shall be available at the offices where kept by the Administrative
Agent for inspection by the Company and any Bank at any reasonable time upon reasonable
prior notice to the Administrative Agent. The Company may not replace any Bank pursuant to
Section 3.07 unless, with respect to any Loans made by such Bank, the requirements of this
subsection have been satisfied. Each Bank shall record on its internal records (including
computerized systems) the foregoing information as to its own Revolving Commitment and
Loans. Failure to make any such recordation, or any error in such recordation, shall not
affect the obligations of the Company under the Loan Documents.  


             (b)       
          The Company hereby agrees that, upon the request of any Bank at any time, such
          Bank’s Loans shall be evidenced by a promissory note or notes of the
          Company (each a “Note”), substantially in the form of Exhibit D
          hereto, payable to the order of such Bank and representing the obligation of the
          Company to pay the unpaid principal amount of the Loans made by such Bank, with
          interest as provided herein on the unpaid principal amount from time to time
          outstanding. 


        Section
2.03.   Procedure For Borrowing.   (a)  Each Borrowing of Loans
shall be made upon the Company’s irrevocable written notice delivered to the
Administrative Agent in accordance with Section 10.02 in the form of a Notice of
Borrowing, which notice must be received by the Administrative Agent (i) prior to Noon
(New York City time) three Business Days prior to the requested Borrowing date, in the
case of Offshore Rate Loans; and (ii) prior to Noon (New York City time) on the requested
Borrowing date, in the case of Base Rate Loans, specifying in each case: 


          		        (A)       
               the amount of the Borrowing, which shall be in an aggregate minimum principal
               amount of Five Million Dollars ($5,000,000) or any multiple of One Million
               Dollars ($1,000,000) in excess thereof for each Type of Loan; 



               


          		        (B)       
               the requested Borrowing date, which shall be a Business Day; 



               


          		        (C)       
               whether the Borrowing is to be comprised of Offshore Rate Loans or Base Rate
               Loans; and 



               






18 









          		        (D)       
               the duration of the Interest Period applicable to such Loans included in such
               notice. If the Notice of Borrowing shall fail to specify the duration of the
               Interest Period for any Borrowing comprised of Offshore Rate Loans, such
               Interest Period shall be one month. 



               


The exercise by the Company of the
elections specified above shall be subject to the limitation that no more than ten
Tranches of Offshore Rate Loans may be outstanding at any one time. 


             (b)       
          Upon receipt of the Notice of Borrowing, the Administrative Agent will promptly
          notify each Bank thereof and of the amount of such Bank’s Commitment
          Percentage of the Borrowing. 


             (c)       
          Each Bank will make the amount of its Commitment Percentage of the Borrowing
          available to the Administrative Agent for the account of the Company at the
          Agent’s Payment Office by 2:00 p.m. (New York City time) on the
          Borrowing date requested by the Company in funds immediately available to the
          Administrative Agent. Any such amount which is received by the Administrative
          Agent later than 2:00 p.m. (New York City time) shall be deemed to have been
          received on the immediately succeeding Business Day. The proceeds of all such
          Loans will then be made available to the Company by the Administrative Agent by
          wire transfer in accordance with written instructions provided to the
          Administrative Agent by the Company of like funds as received by the
          Administrative Agent. 


             (d)       
          Unless the Majority Banks shall otherwise agree, during the existence of a
          Default or Event of Default, the Company may not elect to have a Loan be made as
          an Offshore Rate Loan. 


        Section
2.04.   Conversion and Continuation Elections.   (a)  The Company
may upon irrevocable written notice to the Administrative Agent in accordance with
subsection 2.04(b): 


          		        (i)       
               elect to convert on any Business Day, any Base Rate Loans (or any part thereof
               in an amount not less than $5,000,000, or that is in an integral multiple of
               $1,000,000 in excess thereof) into Offshore Rate Loans; or 



               


          		        (ii)       
               elect to convert on any Interest Payment Date any Offshore Rate Loans maturing
               on such Interest Payment Date (or any part thereof in an amount not less than
               $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof)
               into Base Rate Loans; or 



               


          		        (iii)       
               elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on
               such Interest Payment Date (or any part thereof in an amount not less than
               $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof). 



               






19 









             (b)       
          The Company shall deliver a Notice of Conversion/Continuation in accordance with
          Section 10.02 to be received by the Administrative Agent not later than Noon
          (New York City time) at least three Business Days in advance of the Conversion
          Date or continuation date, specifying in each case: 


	 	        (A)       the
proposed Conversion Date or continuation date;  





	 	        (B)       the aggregate amount of Loans to be converted or renewed;







	 	        (C)       the nature of the proposed conversion or continuation; and







	 	        (D)       the duration of the requested Interest Period.







The exercise by the Company of the
elections specified above shall be subject to the limitation that no more than ten
Tranches of Offshore Rate Loans may be outstanding at any one time. 


             (c)       
          If upon the expiration of any Interest Period applicable to Offshore Rate Loans,
          the Company has failed to deliver timely a Notice of Conversion/Continuation
          selecting a new Interest Period to be applicable to such Offshore Rate Loans or
          if any Default or Event of Default shall then exist, the Company shall be deemed
          to have elected to convert such Offshore Rate Loans into Base Rate Loans
          effective as of the expiration date of such current Interest Period. 


             (d)       
          Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent
          will promptly notify each Bank thereof, or, if no timely notice is provided by
          the Company, the Administrative Agent will promptly notify each Bank of the
          details of any automatic conversion. All conversions and continuations shall be
          made pro rata according to the respective outstanding principal amounts of the
          Loans held by each Bank with respect to which the notice was given. 


             (e)       
          Unless the Majority Banks shall otherwise agree, during the existence of a
          Default or Event of Default, the Company may not elect to have a Loan converted
          into or continued as an Offshore Rate Loan. 


        Section
2.05.   Voluntary Termination or Reduction of
Commitments.   The Company may, upon not less than three Business Days’ prior
notice to the Administrative Agent, terminate the Aggregate Revolving Commitment or
permanently reduce the Aggregate Revolving Commitment by an aggregate minimum amount of
$25,000,000 or any multiple of $5,000,000 in excess thereof; provided that no such
reduction or termination shall be permitted if, after giving effect thereto and to any
prepayments of the Loans made on the effective date thereof, the then Total Outstanding
Amount would exceed the amount of the Aggregate Revolving Commitment then in effect. Any
reduction of the Aggregate Revolving Commitment shall be applied to each Bank’s
Revolving Commitment in accordance with such Bank’s Commitment Percentage. All
accrued facility fees to, but not including the effective date of any reduction or
termination of Revolving Commitments, shall be paid on the effective date of such
reduction or termination. 






20 









        Section
2.06.   Optional Payments.   Subject to Section 3.04, the Company may, at any
time or from time to time, upon at least three Business Day’s written notice to the
Administrative Agent, ratably prepay Loans in whole or in part, in amounts of $5,000,000
or any multiple of $1,000,000 in excess thereof. Such notice of prepayment shall specify
the date and amount of such prepayment and whether such prepayment is of Base Rate Loans,
or Offshore Rate Loans, or any combination thereof. Such notice shall not thereafter be
revocable by the Company and the Administrative Agent will promptly notify each Bank
thereof and of such Bank’s Commitment Percentage of such prepayment. If such notice
is given by the Company, the Company shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified therein, together
with accrued interest to each such date on the amount prepaid and any amounts required
pursuant to Section 3.04. 


        Section
2.07.   Repayment.   The Company shall repay to the Banks in full on the Revolving
Termination Date the aggregate principal amount of the Loans outstanding on the Revolving
Termination Date. 


        Section
2.08.   Interest.   (a)  Subject to subsection 2.08(c), each Loan shall bear interest on
the outstanding principal amount thereof from the date when made until it becomes due at a
rate per annum equal to the Offshore Rate or the Base Rate, as the case may be, plus the
Applicable Margin. 


             (b)       
          Interest on each Loan shall be paid in arrears on each Interest Payment Date.
          Interest shall also be paid on the date of any prepayment of Loans pursuant to
          Section 2.06 for the portion of the Loans so prepaid and upon payment (including
          prepayment) in full thereof. Any interest accrued pursuant to
          subsection 2.08(c) shall be paid on demand. 


             (c)       
          If any principal of or interest on any Loan or any other fee or other amount
          payable by the Company under any Loan Document is not paid when due (following
          the expiration of any grace period specified in Article VIII), whether at stated
          maturity, upon acceleration or otherwise, such overdue amount shall bear
          interest (after as well as before entry of judgment thereon to the extent
          permitted by law) at a rate per annum equal to (i) in the case of overdue
          principal of any Loan, 2% plus the rate otherwise applicable to such Loan as
          provided in subsection 2.08(a) or (ii) in the case of any other amount, at
          a rate per annum equal to the Base Rate plus 2%. 






21 









             (d)       
          Anything herein to the contrary notwithstanding, the obligations of the Company
          hereunder shall be subject to the limitation that payments of interest shall not
          be required, for any period for which interest is computed hereunder, to the
          extent (but only to the extent) that contracting for or receiving such payment
          by the respective Bank would be contrary to the provisions of any law applicable
          to such Bank limiting the highest rate of interest which may be lawfully
          contracted for, charged or received by such Bank, and in such event the Company
          shall pay such Bank interest at the highest rate permitted by applicable law. 


        Section
2.09.   Fees 


             (a)       
          Facility Fees.   The Company shall pay to the Administrative Agent
          for the account of each Bank a facility fee on such Bank’s Credit Exposure,
          computed on a quarterly basis in arrears on the last Business Day of each
          calendar quarter, at a rate per annum equal to the applicable Facility Fee Rate
          set forth in the Pricing Schedule. Such facility fee shall accrue from the
          Closing Date to the Revolving Termination Date and shall be due and payable
          quarterly in arrears on the last Business Day of each calendar quarter
          commencing on December 31, 2005 through the Revolving Termination Date, with the
          final payment to be made on the Revolving Termination Date; provided that, in
          connection with any reduction or termination of the Credit Exposures pursuant to
          Section 2.05 or 2.06, the accrued facility fee calculated for the period ending
          on such date shall also be paid on the date of such reduction or termination,
          with the next succeeding quarterly payment, if any, being calculated on the
          basis of the period from the reduction date to such quarterly payment date. The
          facility fees provided in this subsection shall accrue at all times after the
          above-mentioned commencement date, including at any time during which one or
          more conditions in Article 4 are not met. 


             (b)       
          Letter of Credit Fees.   The Company shall pay (i) to
          the Administrative Agent for the account of the Banks ratably a letter of credit
          fee accruing daily on the aggregate undrawn amount of all outstanding Letters of
          Credit at a rate per annum equal to the Letter of Credit Fee Rate for such day
          and (ii) to each Issuing Bank for its own account, a letter of credit fronting
          fee accruing daily on the aggregate amount then available for drawing under all
          Letters of Credit issued by such Issuing Bank at such rate as may be mutually
          agreed between the Company and such Issuing Bank from time to time. Such letter
          of credit fees shall accrue from the Closing Date to the Revolving Termination
          Date (or, if later, the latest date on which any Letter of Credit may be drawn)
          and shall be due and payable quarterly in arrears on the last Business Day of
          each calendar quarter commencing on December 31, 2005 through the Revolving
          Termination Date (or such latest date), with the final payment to be made on the
          Revolving Termination Date (or such latest date). 


             (c)       
          Administrative Agency Fee.   The Company shall pay to the
          Administrative Agent for the Administrative Agent’s own account an agency
          fee and other sums in the amount and at the times set forth in the Fee Letters. 






22 









        Section
2.10.   Computation of Fees and Interest.   (a)  All
computations of interest at the Prime Rate and facility fees shall be made on the basis of
a year of 365 or 366 days, as the case may be, and actual days elapsed. All other
computations of interest and fees under this Agreement shall be made on the basis of a
360-day year and actual days elapsed, which results in more interest being paid than if
computed on the basis of a 365-day year. Interest and fees shall accrue during each period
during which interest or such fees are computed from the first day thereof to the last day
thereof. 


             (b)       
The Administrative Agent will, with reasonable promptness, notify the Company
and the Banks of each determination of an Offshore Rate; provided that any
failure to do so shall not relieve the Company of any liability hereunder or
provide the basis for any claim against the Administrative Agent. Any change in
the interest rate on a Loan resulting from a change in the Eurocurrency Reserve
Percentage shall become effective and shall apply to any Loans then outstanding
as of the opening of business on the day on which such change becomes effective.
The Administrative Agent will with reasonable promptness notify the Company and
the Banks of the effective date and the amount of each such change, provided
that any failure to do so shall not relieve the Company of any liability
hereunder or provide the basis for any claim against the Administrative Agent.  


             (c)       
          Each determination of an interest rate by the Administrative Agent pursuant
          hereto shall be conclusive and binding on the Company and the Banks in the
          absence of manifest error. The Administrative Agent will, at the request of the
          Company or any Bank, deliver to the Company or the Bank, as the case may be, a
          statement showing the quotations used by the Administrative Agent in determining
          any interest rate. 


        Section
2.11 .   Payments by the Company.   (a)  All payments (including
prepayments) to be made by the Company on account of principal, interest, fees and other
amounts required hereunder shall be made without set-off, recoupment or counterclaim;
shall, except as otherwise expressly provided herein, be made to the Administrative Agent
for the ratable account of the Banks at the Administrative Agent’s Payment Office,
and shall be made in Dollars and in immediately available funds, no later than 2:00 p.m.
(New York City time) on the date specified herein. The Administrative Agent will promptly
distribute on such date to each Bank its Commitment Percentage (or other applicable share
as expressly provided herein) of such principal, interest, fees or other amounts, in like
funds as received. Any payment which is received by the Administrative Agent later than
2:00 p.m. (New York City time) shall be deemed to have been received on the immediately
succeeding Business Day and any applicable interest or fee shall continue to accrue. 


             (b)       
          Whenever any payment hereunder shall be stated to be due on a day other than a
          Business Day, such payment shall be made on the next succeeding Business Day,
          and such extension of time shall in such case be included in the computation of
          interest or fees, as the case may be; subject to the provisions set forth in the
          definition of “Interest Period” herein. 






23 









             (c)       
          Unless the Administrative Agent shall have received notice from the Company
          prior to the date on which any payment is due to the Banks hereunder that the
          Company will not make such payment in full as and when required hereunder, the
          Administrative Agent may assume that the Company has made such payment in full
          to the Administrative Agent on such date in immediately available funds and the
          Administrative Agent may (but shall not be so required), in reliance upon such
          assumption, cause to be distributed to each Bank on such due date an amount
          equal to the amount then due such Bank. If and to the extent the Company shall
          not have made such payment in full to the Administrative Agent, each Bank shall
          repay to the Administrative Agent on demand such amount distributed to such
          Bank, together with interest thereon for each day from the date such amount is
          distributed to such Bank until the date such Bank repays such amount to the
          Administrative Agent, at the Federal Funds Rate as in effect for each such day. 


        Section
2.12.   Payments by the Banks to the
Agent.   (a)  Unless the Administrative Agent shall have received notice from a Bank
on the Closing Date or, with respect to each Borrowing after the Closing Date, prior to
2:00 p.m. (New York City time) on the date of any proposed Borrowing, that such Bank will
not make available to the Administrative Agent as and when required hereunder for the
account of the Company the amount of that Bank’s Commitment Percentage of the
Borrowing, the Administrative Agent may assume that each Bank has made such amount
available to the Administrative Agent in immediately available funds on the Borrowing date
and the Administrative Agent may (but shall not be so required), in reliance upon such
assumption, make available to the Company on such date a corresponding amount. If and to
the extent any Bank shall not have made its full amount available to the Administrative
Agent in immediately available funds and the Administrative Agent in such circumstances
has made available to the Company such amount, that Bank shall on the next Business Day
following the date of such Borrowing make such amount available to the Administrative
Agent, together with interest at the Federal Funds Rate for and determined as of each day
during such period. A notice given by the Administrative Agent submitted to any Bank with
respect to amounts owing under this subsection 2.12(a) shall be conclusive, absent
manifest error. If such amount is so made available, such payment to the Administrative
Agent shall constitute such Bank’s Loan on the date of Borrowing for all purposes of
this Agreement. If such amount is not made available to the Administrative Agent on the
next Business Day following the date of such Borrowing, the Administrative Agent shall
notify the Company of such failure to fund and, upon demand by the Administrative Agent,
the Company shall pay such amount to the Administrative Agent for the Administrative
Agent’s account, together with interest thereon for each day elapsed since the date
of such Borrowing, at a rate per annum equal to the interest rate applicable at the time
to the Loans comprising such Borrowing. 






24 









             (b)       
          The failure of any Bank to make any Loan on any date of borrowing shall not
          relieve any other Bank of any obligation hereunder to make a Loan on the date of
          such borrowing, but no Bank shall be responsible for the failure of any other
          Bank to make the Loan to be made by such other Bank on the date of any
          borrowing. 


        Section
2.13.   Sharing of Payments, Etc.   If, other than as expressly
provided elsewhere herein, any Bank shall obtain on account of the Loans made by it, or
the Letter of Credit Liabilities held by it, any payment (whether voluntary, involuntary,
through the exercise of any right of set-off, or otherwise) in excess of its Commitment
Percentage of payments on account of the Loans and Letter of Credit Liabilities obtained
by all the Banks, such Bank shall forthwith (a) notify the Administrative Agent of such
fact, and (b) purchase from the other Banks such participations in the Loans made by them
and the Letter of Credit Liabilities held by them as shall be necessary to cause such
purchasing Bank to share the excess payment ratably with each of them; provided, however,
that if all or any portion of such excess payment is thereafter recovered from the
purchasing Bank, such purchase shall to that extent be rescinded and each other Bank shall
repay to the purchasing Bank the purchase price paid therefor, together with an amount
equal to such paying Bank’s Commitment Percentage (according to the proportion of (i)
the amount of such paying Bank’s required repayment to (ii) the total amount so
recovered from the purchasing Bank) of any interest or other amount paid or payable by the
purchasing Bank in respect of the total amount so recovered. The Company agrees that any
Bank so purchasing a participation from another Bank pursuant to this Section 2.13 may, to
the fullest extent permitted by law, exercise all its rights of payment (including the
right of set-off, but subject to Section 10.10) with respect to such participation as
fully as if such Bank were the direct creditor of the Company in the amount of such
participation. The Administrative Agent will keep records (which shall be conclusive and
binding in the absence of manifest error) of participations purchased pursuant to this
Section 2.13 and will in each case notify the Banks following any such purchases or
repayments.  


        Section
2.14.   Letters of Credit.   (a)  Commitment to
Issue Letters of Credit. Subject to the terms and conditions
hereof, each Issuing Bank agrees to issue Letters of Credit from time to time up to 30
days prior to the Revolving Termination Date upon the request of the Company; provided
that, immediately after each Letter of Credit is issued (i) the Total Outstanding Amount
shall not exceed the Aggregate Revolving Commitment and (ii) the aggregate amount of the
Letter of Credit Liabilities shall not exceed $100,000,000. Upon the date of issuance by
an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further
action by any party hereto, to have sold to each Bank, and each Bank shall be deemed,
without further action by any party hereto, to have purchased from the Issuing Bank, a
participation in such Letter of Credit and the related Letter of Credit Liabilities in the
proportion its Revolving Commitment bears to the Aggregate Revolving Commitment. 






25 









             (b)       
          Method for Issuance; Terms; Extensions 


          		        (i)       
The Company shall give the Issuing Bank notice at least three Business Days (or
such shorter notice as may be acceptable to the Issuing Bank in its discretion)
prior to the requested issuance of a Letter of Credit (or, in the case of
renewal or extension, prior to the Issuing Bank’s deadline for notice of
nonextension) specifying the date such Letter of Credit is to be issued (or, as
the case may be, extended or renewed), and describing the terms of such Letter
of Credit and the nature of the transactions to be supported thereby (such
notice, including any such notice given in connection with the extension of a
Letter of Credit, a “Notice of Issuance”). Upon receipt of a Notice of
Issuance, the Issuing Bank shall promptly notify the Administrative Agent, and
the Administrative Agent shall promptly notify each Bank of the contents thereof
and of the amount of such Bank’s participation in such Letter of Credit.  



               


          		        (ii)       
The obligation of any Issuing Bank to issue each Letter of Credit shall, in
addition to the conditions precedent set forth in Section 4.02, be subject to
the conditions precedent that such Letter of Credit shall be in such form and
contain such terms as shall be reasonably satisfactory to the Issuing Bank and
that the Company shall have executed and delivered such other customary
instruments and agreements relating to such Letter of Credit as the Issuing Bank
shall have reasonably requested; provided, however, that any Issuing Bank may
decline to issue any Letter of Credit at such Issuing Bank’s sole
discretion (including, without limitation, if such Issuing Bank’s internal
policies do not permit the issuance of a letter of credit for the purposes for
which such Letter of Credit is being requested). The Company shall also pay to
the Issuing Bank for its own account issuance, drawing, amendment, settlement
and extension charges, if any, in the amounts and at the times as agreed between
the Company and the Issuing Bank.  



               


          		        (iii)       
The extension or renewal of any Letter of Credit shall be deemed to be an
issuance of such Letter of Credit, and if any Letter of Credit contains a
provision pursuant to which it is deemed to be extended unless notice of
termination is given by the Issuing Bank, the Issuing Bank shall timely give
such notice of termination unless it has theretofore timely received a Notice of
Issuance and the other conditions to issuance of a Letter of Credit have also
theretofore been met with respect to such extension. Each Letter of Credit shall
expire at or before the close of business on the date that is one year after
such Letter of Credit is issued (or, in the case of any renewal or extension
thereof, one year after such renewal or extension); provided that (A) a Letter of Credit may contain a provision pursuant to
which it is deemed to be extended on an annual basis unless notice of
termination is given by the Issuing Bank and (B) in no
event will a Letter of Credit expire (including pursuant to a renewal or
extension thereof) on a date later than the fifth Business Day prior to the
Revolving Termination Date.  



               






26 









            (c)       
          Payments; Reimbursement Obligations 


          		        (i)       
Upon receipt from the beneficiary of any Letter of Credit of any notice of a
drawing under such Letter of Credit, the Issuing Bank shall notify the
Administrative Agent and the Administrative Agent shall promptly notify the
Company and each other Bank as to the amount to be paid as a result of such
demand or drawing and the date such payment is to be made by the Issuing Bank
(the “Payment Date”). The Company shall be irrevocably and
unconditionally obligated to reimburse the Issuing Bank for any amounts paid by
the Issuing Bank upon any drawing under any Letter of Credit, without
presentment, demand, protest or other formalities of any kind. Such
reimbursement shall be due on the Payment Date; provided that no such payment
shall be due from the Company any earlier than the date of receipt by it of
notice of its obligation to make such payment (or, if such notice is received by
the Company after 10:00 A.M. (New York City time) on any date, on the next
succeeding Business Day); and provided further that if and to the extent any
such reimbursement is not made by the Company in accordance with this clause (i)
or clause (ii) below on the Payment Date, then (irrespective of when notice
thereof is received by the Company), such Reimbursement Obligation shall bear
interest, payable on demand, for each day from and including the Payment Date to
but not including the date such Reimbursement Obligation is paid in full at a
rate per annum equal to the rate applicable to Base Rate Loans for such day.  



               


          		        (ii)       
If the Revolving Commitments remain in effect on the Payment Date, all such
amounts paid by the Issuing Bank and remaining unpaid by the Company after the
date and time required by Section 2.14(c)(i) (a “Reimbursement
Obligation”) shall, if and to the extent that the amount of such
Reimbursement Obligation would be permitted as a Borrowing pursuant to Section
4.02, and unless the Company otherwise instructs the Administrative Agent by not
less than one Business Day’s prior notice, convert automatically to Base
Rate Loans on the date such Reimbursement Obligation arises. The Administrative
Agent shall, on behalf of the Company (which hereby irrevocably directs the
Administrative Agent so to act on its behalf), give notice no later than 12:00
Noon (New York City time) on such date requesting each Bank to make, and each
Bank hereby agrees to make, a Base Rate Loan, in an amount equal to such
Bank’s pro rata share of the Reimbursement Obligation with respect to which
such notice relates. Each Bank shall make such Loan available to the
Administrative Agent at its address referred to in Section 10.02 in immediately
available funds, not later than 2:00 P.M. (New York City time), on the date
specified in such notice. The Administrative Agent shall pay the proceeds of
such Loans to the Issuing Bank, which shall immediately apply such proceeds to
repay the Reimbursement Obligation.  



               






27 










          		        (iii)       
To the extent a Reimbursement Obligation is not funded by a Bank pursuant to
clause (ii) above, such Bank will pay to the Administrative Agent, for the
account of the Issuing Bank, immediately upon the Issuing Bank’s demand at
any time during the period commencing after such Reimbursement Obligation arises
until reimbursement therefor in full by the Company, an amount equal to such
Bank’s pro rata share of such Reimbursement Obligation, together with
interest on such amount for each day from the date of the Issuing Bank’s
demand for such payment (or, if such demand is made after 1:00 P.M. (New York
City time) on such date, from the next succeeding Business Day) to the date of
payment by such Bank of such amount at a rate of interest per annum equal to the
Federal Funds Rate for the first three Business Days after the date of such
demand and thereafter at a rate per annum equal to the Base Rate for each
additional day. The Issuing Bank will pay to each Bank ratably all amounts
received from the Company for application in payment of its Reimbursement
Obligations in respect of any Letter of Credit, but only to the extent such Bank
has made payment to the Issuing Bank in respect of such Letter of Credit
pursuant hereto; provided that in the event such payment received by the Issuing
Bank is required to be returned, such Bank will return to the Issuing Bank any
portion thereof previously distributed to it by the Issuing Bank.  



               


             (d)       
          Obligations Absolute.   The obligations of the Company and each Bank
          under subsection (c) above shall be absolute, unconditional and irrevocable, and
          shall be performed strictly in accordance with the terms of this Agreement,
          under all circumstances whatsoever, including without limitation the following
          circumstances: 


          		        (i)       
               any lack of validity or enforceability of this Agreement or any Letter of Credit
               or any document related hereto or thereto; 



               


          		        (ii)       
               any amendment or waiver of or any consent to departure from all or any of the
               provisions of this Agreement or any Letter of Credit or any document related
               hereto or thereto, provided by any party affected thereby; 



               


          		        (iii)       
               the use which may be made of the Letter of Credit by, or any acts or omission
               of, a beneficiary of a Letter of Credit (or any Person for whom the beneficiary
               may be acting); 



               


          		        (iv)       
               the existence of any claim, set-off, defense or other rights that the Company
               may have at any time against a beneficiary of a Letter of Credit (or any Person
               for whom the beneficiary may be acting), any Bank (including the Issuing Bank)
               or any other Person, whether in connection with this Agreement or the Letter of
               Credit or any document related hereto or thereto or any unrelated transaction; 



               







28 










          		        (v)       
               any statement or any other document presented under a Letter of Credit proving
               to be forged, fraudulent or invalid in any respect or any statement therein
               being untrue or inaccurate in any respect whatsoever; 



               


          		        (vi)       
               payment under a Letter of Credit against presentation to the Issuing Bank of
               documents that do not comply with the terms of such Letter of Credit; 



               


          		        (vii)       
               any termination of the Revolving Commitments prior to, on or after the Payment
               Date for any Letter of Credit, whether at the scheduled termination thereof, by
               operation of Article 8 or otherwise; or 



               


          		        (viii)       
               any other act or omission to act or delay of any kind by any Bank (including the
               Issuing Bank), the Administrative Agent or any other Person or any other event
               or circumstance whatsoever that might, but for the provisions of this subsection
               (viii), constitute a legal or equitable discharge of or defense to the
               Company’s or the Bank’s obligations hereunder; 



               


provided, that this Section
2.14(d) shall not limit the rights of the Company or any Bank under Section 2.14(e)(ii). 


             (e)       
          Indemnification; Expenses. 


          		        (i)       
The Company hereby indemnifies and holds harmless each Bank (including each
Issuing Bank) and the Administrative Agent from and against any and all claims,
damages, losses, liabilities, costs or expenses which it may reasonably incur in
connection with a Letter of Credit issued pursuant to this Section 2.14;
provided that the Company shall not be required to indemnify any Bank or the
Administrative Agent for any claims, damages, losses, liabilities, costs or
expenses, to the extent finally determined by a court of competent jurisdiction
to have been caused by the gross negligence or willful misconduct of such
Person.  



               


          		        (ii)       
None of the Banks (including, subject to subsection (f) below, an Issuing Bank)
nor the Administrative Agent nor any of their officers or directors or employees
or agents shall be liable or responsible, by reason of or in connection with the
execution and delivery or transfer of or payment or failure to pay under any
Letter of Credit, including without limitation any of the circumstances
enumerated in subsection (d) above; provided that, notwithstanding Section
2.14(d), the Company shall have a claim for direct (but not consequential)
damage suffered by it, to the extent finally determined by a court of competent
jurisdiction to have been caused by (x) the Issuing Bank’s gross negligence
or willful misconduct in determining whether documents presented under any
Letter of Credit complied with the terms of such Letter of Credit or (y) the
Issuing Bank’s failure to pay under any Letter of Credit after the
presentation to it of documents strictly complying with the terms and conditions
of the Letter of Credit; provided further that each Bank shall have a claim for
direct (but not consequential) damage suffered by it, to the extent finally
determined by a court of competent jurisdiction to have been caused by the
Issuing Bank’s gross negligence or willful misconduct in determining
whether documents presented under any Letter of Credit complied with the terms
of such Letter of Credit. The parties agree that, with respect to documents
presented which appear on their face to be in substantial compliance with the
terms of a Letter of Credit, the Issuing Bank may, in its discretion, either
accept and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or
refuse to accept and make payment upon such documents if such documents are not
in strict compliance with the terms of such Letter of Credit.  



               






29 










          		        (iii)       
               Nothing in this subsection (e) is intended to limit the obligations of the
               Company under any other provision of this Agreement. To the extent the Company
               does not indemnify an Issuing Bank as required by this subsection, the Banks
               agree to do so ratably in accordance with their Revolving Commitments. 



               


             (f)       
Stop Issuance Notice.   If the Majority Banks determine at
any time that the conditions set forth in Section 4.02 would not be satisfied in
respect of a Borrowing at such time, then the Majority Banks may request that
the Administrative Agent issue a “Stop Issuance Notice”, and the
Administrative Agent shall issue such notice to each Issuing Bank. Such Stop
Issuance Notice shall be withdrawn upon a determination by the Majority Banks
that the circumstances giving rise thereto no longer exist. No Letter of Credit
shall be issued while a Stop Issuance Notice is in effect. The Majority Banks
may request issuance of a Stop Issuance Notice only if there is a reasonable
basis therefor, and shall consider reasonably and in good faith a request from
the Company for withdrawal of the same on the basis that the conditions in
Section 4.02 are satisfied; provided that the Administrative Agent and the
Issuing Banks may and shall conclusively rely upon any Stop Issuance Notice
while it remains in effect.  


             (g)       
Other Documentation.   If the terms and conditions of any form of
letter of credit application or other agreement submitted by the Company to or
entered into by the Issuing Bank relating to any Letter of Credit are not
consistent with the terms and conditions of this Agreement, the terms and
conditions of this Agreement shall control; provided that, to the extent the
Issuing Bank so agrees in such other documentation, its liabilities and
responsibilities in connection with a Letter of Credit may be governed thereby
rather than by Section 2.14(e)(ii), but such agreement by the Issuing Bank may
not directly or indirectly alter the rights and obligations of any other Bank
under this Agreement.  


        Section
2.15.   Increased Commitments; Additional Banks. 


             (a)       
From time to time the Company may, upon at least five days’ notice to the
Administrative Agent (which shall promptly provide a copy of such notice to the
Banks), increase the Aggregate Revolving Commitments by an amount not less than
$10,000,000 (the amount of any such increase, the “Increased Revolving
Commitments”).  






30 










            (b)       
To effect such an increase, the Company may designate one or more of the
existing Banks or other financial institutions acceptable to the Administrative
Agent and each Issuing Bank which at the time agree to (i) in the case of any
such Person that is an existing Bank, increase its Revolving Commitment and (ii)
in the case of any other such Person (an “Additional Bank”), become a
party to this Agreement with a Revolving Commitment of not less than
$10,000,000.  


             (c)       
          Any increase in the Revolving Commitments pursuant to this Section 2.15 shall be
          subject to satisfaction of the following conditions: 


          		        (i)        
               before and after giving effect to such increase, all representations and
               warranties contained in Article 5 shall be true as of the date of such increase
               (except to the extent such representations and warranties expressly refer to an
               earlier date, in which case they shall be true as of such earlier date); 



               


          		        (ii)       
               at the time of such increase, no Default shall have occurred and be continuing
               or would result from such increase; and 



               


          		        (iii)      
               after giving effect to such increase, the increases in the Aggregate Revolving
               Commitments made pursuant to this Section 2.15, together with the increases in
               the “Aggregate Revolving Commitments” made pursuant to Section 2.14 of
               the 364-Day Credit Agreement dated as of the date hereof entered into among the
               Company, the financial institutions party thereto and JPMorgan Chase Bank, N.A.
               as administrative agent, shall not exceed $500,000,000. 



               


             (d)       
          An increase in the Aggregate Revolving Commitments pursuant to this Section 2.15
          shall become effective upon the receipt by the Administrative Agent of (i) an
          agreement in form and substance satisfactory to the Administrative Agent signed
          by the Company, by each Additional Bank and by each other Bank whose Revolving
          Commitment is to be increased, setting forth the new Revolving Commitments of
          such Banks and setting forth the agreement of each Additional Bank to become a
          party to this Agreement and to be bound by all the terms and provisions hereof,
          (ii) such evidence of appropriate corporate authorization on the part of the
          Company with respect to the Increased Revolving Commitments and such opinions of
          counsel for the Company with respect to the Increased Revolving Commitments as
          the Administrative Agent may reasonably request and (iii) a certificate of the
          Company stating that the conditions set forth in subsection (c) above have been
          satisfied. 






31 









             (e)       
          Upon any increase in the Aggregate Revolving Commitments pursuant to this
          Section 2.15, (i) the respective Letter of Credit Liabilities of the Banks shall
          be redetermined as of the effective date of such increase and (ii) within five
          Business Days, in the case of any group of Base Rate Loans then outstanding, and
          at the end of the then current Interest Period with respect thereto, in the case
          of any Offshore Rate Loans then outstanding, the Company shall prepay such Loans
          in their entirety and, to the extent the Company elects to do so and subject to
          the conditions specified in Article 4, the Company shall reborrow the Loans from
          the Banks in proportion to their respective Revolving Commitments after giving
          effect to such increase, until such time as all outstanding Loans are held by
          the Banks in such proportion. 


ARTICLE 3

TAXES, YIELD PROTECTION AND ILLEGALITY 


        Section
3.01.   Taxes.   (a)  Subject to subsection 3.01(g), any and all payments by the Company
to each Bank or Agent under this Agreement shall be made free and clear of, and without
deduction or withholding for, any and all present or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto, excluding,
in the case of each Bank and Agent, such taxes (including income taxes or franchise taxes)
as are imposed on or measured by each Bank’s net income by the jurisdiction under the
laws of which such Bank or Agent, as the case may be, is organized or maintains a Lending
Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts,
deductions, charges, withholdings and liabilities being hereinafter referred to as
“Taxes”).  


             (b)       
In addition, the Company shall pay any present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies which
arise from any payment made hereunder or from the execution, delivery or
registration of, or otherwise with respect to, this Agreement or any other Loan
Documents (hereinafter referred to as “Other Taxes”). If any Bank
becomes aware of the imposition of Other Taxes, it shall promptly notify the
Company and the Administrative Agent thereof.  


             (c)       
          Subject to subsection 3.01(g), the Company shall indemnify and hold harmless
          each Bank and Agent for the full amount of Taxes or Other Taxes (including any
          Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this
          Section 3.01) paid by such Bank or Agent and any liability (including penalties,
          interest, additions to tax and expenses) arising therefrom or with respect
          thereto, whether or not such Taxes or Other Taxes were correctly or legally
          asserted. Payment under this indemnification shall be made within 30 days from
          the date such Bank or Agent makes written demand therefor. 






32 









             (d)       
          If the Company shall be required by law to deduct or withhold any Taxes or Other
          Taxes from or in respect of any sum payable hereunder to any Bank or Agent,
          then, subject to subsection 3.01(g): 


          		        (i)       
               the sum payable shall be increased as necessary so that after making all
               required deductions (including deductions applicable to additional sums payable
               under this Section 3.01) such Bank or Agent, as the case may be, receives an
               amount equal to the sum it would have received had no such deductions been made; 



               


          		        (ii)       
               the Company shall make such deductions; and 



               


          		        (iii)      
               the Company shall pay the full amount deducted to the relevant taxation
               authority or other authority in accordance with applicable law. 



               


             (e)       
          Within 30 days after the date of any payment by the Company of Taxes or Other
          Taxes, the Company shall furnish to the Administrative Agent evidence of payment
          satisfactory to the Administrative Agent. 


             (f)       
          Each Bank which is a foreign person (i.e., a person other than a United States
          person for United States Federal income tax purposes) agrees that: 


          		        (i)       
it shall, no later than the Closing Date (or, in the case of a Bank which
becomes a party hereto pursuant to Section 2.15 or 10.08 after the Closing Date,
the date upon which the Bank becomes a party hereto) deliver to the Company
through the Administrative Agent two accurate and complete signed originals of
Internal Revenue Service Form W-8ECI or any successor thereto (“Form
W-8ECI”), or two accurate and complete signed originals of Internal Revenue
Service Form W-8BEN or any successor thereto (“Form W-8BEN”), as
appropriate, in each case indicating that the Bank is on the date of delivery
thereof entitled to receive payments of principal, interest and fees under this
Agreement free from withholding of United States Federal income tax;  



               


          		        (ii)       
               if at any time the Bank makes any changes necessitating a new Form W-8ECI or
               Form W-8BEN, it shall with reasonable promptness deliver to the Company through
               the Administrative Agent in replacement for, or in addition to, the forms
               previously delivered by it hereunder, two accurate and complete signed originals
               of Form W-8ECI; or two accurate and complete signed originals of Form W-8BEN, as
               appropriate, in each case indicating that the Bank is on the date of delivery
               thereof entitled to receive payments of principal, interest and fees under this
               Agreement free from withholding of United States Federal income tax; 



               






33 










          		        (iii)      
               it shall, before or promptly after the occurrence of any event (including the
               passing of time but excluding any event mentioned in (ii) above) requiring a
               change in or renewal of the most recent Form W-8ECI or Form W-8BEN previously
               delivered by such Bank, deliver to the Company through the Administrative Agent
               two accurate and complete original signed copies of Form W-8ECI or Form W-8BEN
               in replacement for the forms previously delivered by the Bank; and 



               


          		        (iv)       
               it shall, promptly upon the Company’s or the Administrative Agent’s
               reasonable request to that effect, deliver to the Company or the Administrative
               Agent (as the case may be) such other forms or similar documentation as may be
               required from time to time by any applicable law, treaty, rule or regulation in
               order to establish such Bank’s tax status for withholding purposes. 



               


             (g)       
          The Company will not be required to pay any additional amounts in respect of
          United States Federal income tax pursuant to subsection 3.01(d) to any Bank for
          the account of any Lending Office of such Bank: 


          		        (i)       
               if the obligation to pay such additional amounts would not have arisen but for a
               failure by such Bank to comply with its obligations under subsection 3.01(f) in
               respect of such Lending Office; 



               


          		        (ii)       
               if such Bank shall have delivered to the Company a Form W-8ECI in respect of
               such Lending Office pursuant to subsection 3.01(f), and such Bank shall not at
               any time be entitled to exemption from deduction or withholding of United States
               Federal income tax in respect of payments by the Company hereunder for the
               account of such Lending Office for any reason other than a change in United
               States law or regulations or in the official interpretation of such law or
               regulations by any governmental authority charged with the interpretation or
               administration thereof (whether or not having the force of law) after the date
               of delivery of such Form W-8ECI; or 



               


          		        (iii)      
               if the Bank shall have delivered to the Company a Form W-8BEN in respect of such
               Lending Office pursuant to subsection 3.01(f), and such Bank shall not at any
               time be entitled to exemption from deduction or withholding of United States
               Federal income tax in respect of payments by the Company hereunder for the
               account of such Lending Office for any reason other than a change in United
               States law or regulations or any applicable tax treaty or regulations or in the
               official interpretation of any such law, treaty or regulations by any
               governmental authority charged with the interpretation or administration thereof
               (whether or not having the force of law) after the date of delivery of such Form
               W-8BEN. 



               






34 









             (h)       
          If the Company is required to pay additional amounts to any Bank or Agent
          pursuant to subsection 3.01(b) or 3.01(d), then such Bank shall use its
          reasonable best efforts (consistent with legal and regulatory restrictions) to
          change the jurisdiction of its Lending Office or to take other reasonable action
          so as to eliminate any such additional payment by the Company which may
          thereafter accrue if such change or action in the judgment of such Bank is not
          otherwise disadvantageous to such Bank. 


        Section
3.02.   Illegality.   (a)  If any Bank shall reasonably determine, based upon the advice
of its counsel, that the introduction of any Requirement of Law, or any change in any
Requirement of Law or in the interpretation or administration thereof, has made it
unlawful, or that any central bank or other Governmental Authority has asserted that it is
unlawful, for any Bank or its Lending Office to make Offshore Rate Loans, then, on notice
thereof by the Bank to the Company through the Administrative Agent, the obligation of
that Bank to make Offshore Rate Loans shall be suspended until the Bank shall have
notified the Administrative Agent and the Company that the circumstances giving rise to
such determination no longer exist. 


             (b)       
          If a Bank shall reasonably determine, based upon the advice of its counsel, that
          it is unlawful to maintain any Offshore Rate Loan, the Company shall prepay in
          full all Offshore Rate Loans of that Bank then outstanding, together with
          interest accrued thereon, either on the last day of the Interest Period thereof
          if the Bank may lawfully continue to maintain such Offshore Rate Loans to such
          day, or immediately, if the Bank may not lawfully continue to maintain such
          Offshore Rate Loans, together with any amounts required to be paid in connection
          therewith pursuant to Section 3.04. 


             (c)       
          If the Company is required to prepay any Offshore Rate Loan immediately as
          provided in subsection 3.02(b), then concurrently with such prepayment, the
          Company shall borrow from the affected Bank, in the amount of such repayment, a
          Base Rate Loan. 


             (d)       
          If the obligation of any Bank to make or maintain Offshore Rate Loans has been
          suspended as provided in subsection 3.02(a), the Company may elect, by giving
          notice to the Bank through the Administrative Agent that all Loans which would
          otherwise be made by the Bank as Offshore Rate Loans shall be instead Base Rate
          Loans. 


             (e)       
          Before giving any notice to the Administrative Agent pursuant to this Section
          3.02, the affected Bank shall designate a different Lending Office with respect
          to its Offshore Rate Loans if such designation will avoid the need for giving
          such notice or making such demand and will not, in the judgment of the Bank, be
          illegal or otherwise disadvantageous to the Bank. 






35 









        Section
3.03.   Increased Costs and Reduction of Return.   (a)  If on or after the date hereof any Bank shall determine that, due to and as a direct
result of either (i) the introduction of or any change (other than any change by way of
imposition of or increase in reserve requirements included in the calculation of the
Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance
with any guideline or request from any central bank or other Governmental Authority
(whether or not having the force of law), there shall be any increase in the cost to such
Bank of agreeing to make or making, funding or maintaining its Revolving Commitment
hereunder or any Offshore Rate Loans, or of agreeing to issue or participate in or issuing
or participating in any Letters of Credit, then the Company shall be liable for, and shall
from time to time, upon demand therefor by such Bank (with a copy of such demand to the
Administrative Agent), pay to the Administrative Agent for the account of such Bank,
additional amounts as are sufficient to compensate such Bank for such increased costs. 


             (b)       
          If after the date hereof any Bank shall have determined that (i) the
          introduction of any Capital Adequacy Regulation, (ii) any change in any Capital
          Adequacy Regulation, (iii) any change in the interpretation or administration of
          any Capital Adequacy Regulation by any central bank or other Governmental
          Authority charged with the interpretation or administration thereof, or (iv)
          compliance by such Bank (or its Lending Office) or any corporation controlling
          such Bank, with any Capital Adequacy Regulation; affects or would affect the
          amount of capital required or expected to be maintained by such Bank or any
          corporation controlling such Bank and (taking into consideration such
          Bank’s or such corporation’s policies with respect to capital adequacy
          and such Bank’s desired return on capital) determines that the amount of
          such capital is increased as a consequence of its Revolving Commitment, loans,
          credits or obligations under this Agreement (including its obligations in
          respect of Letters of Credit), then, upon demand of such Bank (with a copy to
          the Administrative Agent), the Company shall upon demand pay to such Bank, from
          time to time as specified by such Bank, additional amounts sufficient to
          compensate such Bank for such increase. 


             (c)       
          If the Company is required to pay additional amounts to any Bank pursuant to
          subsection 3.03(a) or (b), then such Bank shall use its reasonable best efforts
          (consistent with legal and regulatory restrictions) to designate a different
          Lending Office with respect to its Offshore Rate Loans so as to eliminate any
          such additional payment by the Company which may thereafter accrue if such
          change in the judgment of such Bank is not otherwise disadvantageous to such
          Bank. 


        Section
3.04.   Funding Losses.   The Company agrees to reimburse each Bank and to hold
each Bank harmless from any loss or out-of-pocket expense which such Bank may sustain or
incur as a direct consequence of: 


             (a)       
          the failure of the Company to make on a timely basis any payment of principal of
          any Offshore Rate Loan (including payments made after any acceleration thereof); 


             (b)       
          the failure of the Company to borrow, continue or convert a Loan after the
          Company has given (or is deemed to have given) a Notice of Borrowing or a Notice
          of Conversion/Continuation; 






36 









             (c)       
          the failure of the Company to make any prepayment after the Company has given a
          notice in accordance with Section 2.06; 


             (d)       
          any principal payment in respect of an Offshore Rate Loan on a day which is not
          the last day of the Interest Period with respect thereto; or 


             (e)       
          the conversion pursuant to Section 2.04 of any Offshore Rate Loan to a Base Rate
          Loan on a day that is not the last day of the respective Interest Period; 


including any such loss or expense
arising from the liquidation or reemployment of funds obtained by it to maintain its
Offshore Rate Loans hereunder or from standard fees payable to terminate the deposits from
which such funds were obtained. Solely for purposes of calculating amounts payable by the
Company to the Banks under this Section 3.04, each Offshore Rate Loan made by a Bank (and
each related reserve, special deposit or similar requirement) shall be conclusively deemed
to have been funded at the Offshore Base Rate used in determining the Offshore Rate for
such Offshore Rate Loan by a matching deposit or other borrowing in the interbank
eurodollar market for a comparable amount and for a comparable period, whether or not such
Offshore Rate Loan is in fact so funded. 


        Section
3.05.   Inability to Determine Rates.   If the Administrative
Agent shall have determined (i) that for any reason adequate and reasonable means do not
exist for ascertaining the Offshore Rate for any requested Interest Period with respect to
a proposed Offshore Rate Loan or (ii) that the Offshore Rate applicable pursuant to
subsection 2.08(a) for any requested Interest Period with respect to a proposed Offshore
Rate Loan does not adequately and fairly reflect the cost to any Bank of funding such
Loan, the Administrative Agent will forthwith give notice of such determination to the
Company and each Bank. Thereafter, the obligation of the Banks to make or maintain
Offshore Rate Loans hereunder shall be suspended until the Administrative Agent revokes
such notice in writing. Upon receipt of such notice, the Company may revoke any Notice of
Borrowing or Notice of Conversion/Continuation then submitted by it. If the Company does
not revoke such notice, the Banks shall make, convert or continue the Loans, as proposed
by the Company, in the amount specified in the applicable notice submitted by the Company,
but such Loans shall be made, converted or continued as Base Rate Loans instead of
Offshore Rate Loans. 


        Section
3.06.   Certificates of Banks.   Any Bank claiming reimbursement or
compensation pursuant to this Article 3 shall deliver to the Company (with a copy to the
Administrative Agent) a certificate setting forth in reasonable detail the basis for and
the computation of the amount payable to the Bank hereunder and such certificate shall be
conclusive and binding on the Company in the absence of manifest error. 






37 










        Section
3.07.   Substitution of Banks.   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, (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, or (z) the failure of a Bank to
make any Loan on any date of Borrowing in violation of the terms of this Agreement, 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. 


        Section
3.08.   Survival.   The agreements and obligations of the Company in this Article 3
shall survive the payment of all other Obligations and termination of this Agreement. 


ARTICLE 4

CONDITIONS PRECEDENT


        Section
4.01.   Conditions of Closing Date.   The obligation of each Bank
to make its initial Loan hereunder and the obligation of any Issuing Bank to issue
(including any renewal or extension of) the initial Letter of Credit hereunder is subject
to the condition that the Administrative Agent shall have received on or before the
Closing Date all of the following, in form and substance satisfactory to the
Administrative Agent and each Bank and in sufficient copies for the Administrative Agent
and each Bank: 


             (a)       
          Credit Agreement.   This Agreement executed by the Company and each
          of the Agents and the Banks; 


             (b)       
          Resolutions; Incumbency 


          		        (i)       
               Copies of the resolutions of the board of directors of the Company approving and
               authorizing the execution, delivery and performance by the Company of this
               Agreement and the other Loan Documents to be delivered hereunder, and
               authorizing the borrowing of the Loans and the issuance of Letters of Credit,
               certified as of the Closing Date by the Secretary or an Assistant Secretary of
               the Company; and 



               


          		        (ii)       
               A certificate of the Secretary or Assistant Secretary of the Company, certifying
               the names and true signatures of the officers of the Company authorized to
               execute, deliver and perform, as applicable, this Agreement, and all other Loan
               Documents to be delivered hereunder; 



               






38 










            (c)       
          Articles of Incorporation; By-laws and
          Good Standing.   Each of the following documents: 


          		        (i)       
               the articles or certificate of incorporation of the Company as in effect on the
               Closing Date, certified by the Secretary or Assistant Secretary of the Company
               as of the Closing Date, and the bylaws of the Company as in effect on the
               Closing Date, certified by the Secretary or Assistant Secretary of the Company
               as of the Closing Date; and 



               


          		        (ii)       
               a good standing certificate for the Company from the Secretary of State (or
               similar, applicable Governmental Authority) of its state of incorporation as of
               a recent date, together with a bring-down certificate by facsimile, dated the
               Closing Date; 



               


             (d)       
          Legal Opinions.   An opinion of Trevor V. Gunderson, Senior Counsel
          of the Company, addressed to the Agents and the Banks, in form and substance
          satisfactory to the Administrative Agent; 


             (e)       
          Payment of Fees.   The Company shall have paid all accrued
          and unpaid fees, costs and expenses to the extent then due and payable on the
          Closing Date, together with Attorney Costs of JPMorgan Chase to the extent
          invoiced prior to or on the Closing Date, together with such additional amounts
          of Attorney Costs as shall constitute JPMorgan Chase’s reasonable estimate
          of Attorney Costs incurred or to be incurred through the closing proceedings,
          provided that such estimate shall not thereafter preclude final settling of
          accounts between the Company and JPMorgan Chase; including any such costs, fees
          and expenses arising under or referenced in Sections 3.01, 10.04 and the Fee
          Letters; 


             (f)       
          Certificate.   A certificate signed by a Responsible Officer, dated as of
          the Closing Date, stating that: 


          		        (i)       
               the representations and warranties contained in Article 5 are true and correct
               on and as of such date, as though made on and as of such date; 



               


          		        (ii)       
               no Default or Event of Default exists; and 



               


          		        (iii)      
               there has occurred since May 29, 2005, no event or circumstance that has
               resulted or could reasonably be expected to result in a Material Adverse Effect; 



               


             (g)       
          Existing Agreements.   Evidence to the satisfaction of the
          Administrative Agent of the termination of the Existing Agreement and payment of
          all amounts due under the Existing Agreement which have not heretofore been
          paid; and 


             (h)       
          Other Documents.   Such other approvals, opinions, documents or
          materials as the Administrative Agent or any Bank may reasonably request. 






39 










        Section
4.02.   Conditions to All Borrowings and Issuances
of Letters of Credit.   The obligation of each Bank to make any
Loan to be made by it hereunder (including its initial Loan) or to continue or convert any
Loan pursuant to Section 2.04 and the obligation of any Issuing Bank to issue (including
any renewal or extension of) any Letter of Credit is subject to the satisfaction of the
following conditions precedent on the relevant borrowing, issuance, continuation or
conversion date: 


             (a)       
          Required Notice.   Except as provided in Section 2.04(c), the
          Administrative Agent shall have received a Notice of Borrowing, a Notice of
          Continuation/Conversion or a Notice of Issuance, as applicable; and 


             (b)       
          Continuation of Representations and
          Warranties.   The representations and warranties made by the Company
          contained in Article 5 shall be true and correct on and as of such borrowing,
          issuance, continuation or conversion date with the same effect as if made on and
          as of such borrowing, issuance, continuation or conversion date (except to the
          extent such representations and warranties expressly refer to an earlier date,
          in which case they shall be true and correct as of such earlier date). 


Each Notice of Borrowing, Notice of
Continuation/ Conversion and Notice of Issuance submitted by the Company hereunder (or the
deemed continuation/conversion of any Loan pursuant to Section 2.04(c)) shall constitute a
representation and warranty by the Company hereunder, as of the date of each such notice
or application and as of the date of each Borrowing, continuation or conversion, as
applicable, that the conditions in Section 4.02 are satisfied. 


ARTICLE 5

REPRESENTATIONS AND WARRANTIES 


        The
Company represents and warrants to each Agent and Bank that: 


        Section
5.01.   Existence and Power.   The Company and each of its Material
Subsidiaries: 


             (a)       
          is a corporation or limited liability company duly organized, validly existing
          and in good standing under the laws of the jurisdiction of its incorporation or
          organization; 


             (b)       
          has the power and authority and all material governmental licenses,
          authorizations, consents and approvals to own its assets, carry on its business
          and, as to the Company, to execute, deliver, and perform its obligations under,
          the Loan Documents; 


             (c)       
          is duly qualified as a foreign corporation or limited liability company, and
          licensed and in good standing, under the laws of each jurisdiction where its
          ownership, lease or operation of property or the conduct of its business
          requires such qualification or license; and 






40 









             (d)       
          is in compliance with all Requirements of Law; except, in each case referred to
          in clause (c) or clause (d), to the extent that the failure to do so could not
          reasonably be expected to have a Material Adverse Effect. 


        Section
5.02.   Corporate Authorization; No Contravention.   The
execution, delivery and performance by the Company of this Agreement, and any other Loan
Document to which the Company is party, have been duly authorized by all necessary
corporate action, and do not and will not: 


             (a)       
          contravene the terms of any of the Company’s Organization Documents; 


             (b)       
          conflict with or result in any breach or contravention of, or the creation of
          any Lien under, any document evidencing any Contractual Obligation to which the
          Company is a party or any order, injunction, writ or decree of any Governmental
          Authority to which the Company or its Property is subject; or 


             (c)       
          violate any Requirement of Law; 


        except,
in each case referred to in clause (b) or (c), for any such conflict or violation that
could not reasonably be expected to have a Material Adverse Effect. 


        Section
5.03.   Governmental Authorization.   No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any Governmental
Authority is necessary or required in connection with the execution, delivery or
performance by, or enforcement against, the Company of this Agreement or any other Loan
Document. 


        Section
5.04.   Binding Effect.   This Agreement and each other Loan Document to which
the Company is a party constitute the legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their respective terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, or similar laws
affecting the enforcement of creditors’ rights generally or by equitable principles
relating to enforceability. 


        Section
5.05.   Litigation.   Except as disclosed by the Company in writing from time to time
to the Administrative Agent and the Banks, there are no actions, suits, proceedings,
claims or disputes pending, or to the best knowledge of the Company, expressly threatened
or contemplated, at law, in equity, in arbitration or before any Governmental Authority,
against the Company, or its Subsidiaries or any of their respective Properties which: 


             (a)       
          purport to affect or pertain to this Agreement or any other Loan Document, or
          any of the transactions contemplated hereby or thereby; or 






41 










             (b)       
          if determined adversely to the Company or its Subsidiaries, would reasonably be
          expected to have a Material Adverse Effect. 


        Section
5.06.   No Default.   No Default or Event of Default exists or would result from
the incurring of any Obligations by the Company. Neither the Company nor any of its
Subsidiaries is in default under or with respect to any Contractual Obligation in any
respect which, individually or together with all such defaults, could reasonably be
expected to have a Material Adverse Effect or that would, if such default had occurred
after the Closing Date, create an Event of Default under subsection 8.01(e). 


        Section
5.07.   ERISA.   (a)  There is no outstanding liability under Title IV of ERISA with
respect to any Qualified Plan maintained or sponsored by the Company or any ERISA
Affiliate, nor with respect to any Qualified Plan to which the Company or any ERISA
Affiliate contributes or is obligated to contribute, which could reasonably be expected to
have a Material Adverse Effect. 


             (b)       
          No Qualified Plan subject to Title IV of ERISA has any Unfunded Pension
          Liability in excess of $25,000,000 in the aggregate. 


             (c)       
          No ERISA Event has occurred or is reasonably expected to occur with respect to
          any Plan which, in either case, could reasonably be expected to have a Material
          Adverse Effect. 


             (d)       
          Neither the Company nor any ERISA Affiliate has incurred nor reasonably expects
          to incur (i) any liability (and no event has occurred which, with the giving of
          notice under Section 4219 of ERISA, would result in such liability) under
          Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan or (ii) any
          liability under Title IV of ERISA (other than premiums due and not delinquent
          under Section 4007 of ERISA) with respect to a Plan and which, in either case,
          could reasonably be expected to have a Material Adverse Effect. 


             (e)       
          Neither the Company nor any ERISA Affiliate has transferred any Unfunded Pension
          Liability to a Person other than the Company or an ERISA Affiliate or otherwise
          engaged in a transaction that could be subject to Section 4069 or 4212(c) of
          ERISA and which could reasonably be expected to have a Material Adverse Effect. 


        Section
5.08.   Use of Proceeds; Margin Regulations.   The proceeds
of the Loans made and the Letters of Credit issued under this Agreement are intended to be
and shall be used solely for the purposes set forth in and permitted by Section 6.09, and
are intended to be and shall be used in compliance with Section 7.05. Neither the Company
nor any of its Subsidiaries is generally engaged in the business of purchasing or selling
Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock. 






42 










        Section
5.09.   Title to Properties.   The Company and each of its Subsidiaries
have good record and marketable title in fee simple to, or valid leasehold interests in,
all real Property necessary or used in the ordinary conduct of their respective
businesses, except for such defects in title as could not, individually or in the
aggregate, have a Material Adverse Effect. 


        Section
5.10.   Taxes.   The Company and its Subsidiaries have filed all Federal and other
material tax returns and reports required to be filed, and have paid all Federal and other
material taxes, assessments, fees and other governmental charges levied or imposed upon
them or their Properties, income or assets otherwise due and payable, except those 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 against
the Company or any of its Subsidiaries which, if sustained, would have a Material Adverse
Effect. 


        Section
5.11.   Environmental Matters.   In the ordinary course of its business, the
Company conducts evaluations of the effect of Environmental Laws on the business,
operations and properties of the Company and its Subsidiaries consistent with the risks
posed and the nature of its operations, in the course of which it identifies and evaluates
associated liabilities and costs (including, without limitation, any capital or operating
expenditures required for clean-up or closure of properties presently or previously owned,
any capital or operating expenditures required to achieve or maintain compliance with
environmental protection standards imposed by law or as a condition of any license, permit
or contract, any related constraints on operating activities, including any periodic or
permanent shutdown of any facility or reduction in the level of or change in the nature of
operations conducted thereat and any actual or potential liabilities to third parties,
including employees, and any related costs and expenses). On the basis of these
evaluations, the Company has reasonably concluded that Environmental Laws are unlikely to
have a Material Adverse Effect. 


        Section
5.12.   Regulated Entities.   None of the Company, any Person controlling the
Company, or any Subsidiary of the Company, is (a) an “Investment Company” within
the meaning of the Investment Company Act of 1940; or (b) subject to regulation under the
Public Utility Holding Company Act of 1935. 


        Section
5.13.   Copyrights, Patents, Trademarks and Licenses,
Etc.   The Company or its Subsidiaries own or are licensed or otherwise have the
right to use all of the material patents, trademarks, service marks, trade names,
copyrights, contractual franchises, authorizations and other rights that are reasonably
necessary for the operation of their respective businesses. 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. 






43 










        Section
5.14.   Financial Information. 


             (a)       
          The consolidated balance sheet of the Company as of May 29, 2005 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 most recent Form 10-K, fairly present, in conformity with
          generally accepted accounting principles, the consolidated financial position of
          the Company as of such date and its consolidated results of operations and cash
          flows for such fiscal year. 


             (b)       
          The unaudited consolidated balance sheet of the Company as of August 28, 2005
          and the related unaudited consolidated statements of earnings and cash flows for
          the three months then ended, set forth in the Company’s most recent report
          on Form 10-Q, fairly present, in conformity with generally accepted accounting
          principles applied on a basis consistent with the financial statements referred
          to in paragraph (a) of this Section, the consolidated financial position of the
          Company as of such date and its consolidated results of operations and cash
          flows for such three month period (subject to normal year-end adjustments). 


ARTICLE 6

AFFIRMATIVE COVENANTS 


        The
Company covenants and agrees that, so long as any Bank shall have any Revolving Commitment
or Letter of Credit Liabilities hereunder, or any Loan or other Obligation shall remain
unpaid or unsatisfied, unless the Majority Banks waive compliance in writing: 


        Section
6.01.   Financial Statements.   The Company shall furnish to the Administrative
Agent for duplication and distribution to the Banks: 


             (a)       
          as soon as available, but not later than 90 days after the end of each fiscal
          year, a copy of the Company’s Form 10-K Annual Report for such year as
          filed with the Securities and Exchange Commission and its Annual Report to
          Shareholders for such year, and accompanied by the opinion of KPMG LLP or
          another nationally-recognized independent public accounting firm which shall
          state that the Company’s consolidated financial statements contained in
          such reports present fairly the financial position for the periods indicated in
          conformity with GAAP applied on a basis consistent with prior years. Such
          opinion shall not be qualified or limited because of a restricted or limited
          examination by such accountant of any material portion of the Company’s or
          any Subsidiary’s records; 


             (b)       
          as soon as available, but not later than 60 days after the end of each of the
          first three fiscal quarters of each year, a copy of the Company’s Form 10-Q
          Quarterly Report for such quarter as filed with the Securities and Exchange
          Commission; and 






44 









             (c)       
          concurrently with the furnishing of each 10-Q Quarterly Report referred to in
          Section 6.01(b) above, a certificate of a Responsible Officer (i) stating the
          Company’s Ratio of Earnings to Fixed Charges for the period ending with the
          respective fiscal quarter of the Company reflected in such 10-Q Quarterly
          Report, and (ii) showing in detail the calculations supporting the determination
          of such ratio. 


        Any
financial statement required to be delivered pursuant to this Section 6.01 shall be deemed
to have been delivered on the date on which the Company posts such financial statement on
its website on the Internet at www.generalmills.com or when such financial statement is
posted on the SEC’s website on the Internet at www.sec.gov; provided that the Company
shall give notice of any such posting to the Administrative Agent (who shall then give
notice of any such posting to the Banks); provided, further, that the Company shall
deliver paper copies of any delivery referred to in this Section 6.01 to the
Administrative Agent if the Administrative Agent requests the Company to deliver such
paper copies until notice to cease delivering such paper copies is given by the
Administrative Agent. 


        Section
6.02.   Certificates; Other Information.   The Company shall furnish to
the Administrative Agent for duplication and distribution to each Bank: 


             (a)       
          concurrently with the delivery of the financial statements referred to in
          subsection 6.01(a) above, a certificate of a Responsible Officer (i) stating
          that no Default or Event of Default has occurred during such period except as
          specified (by applicable subsection reference) in such certificate, and (ii)
          showing in detail the calculations supporting such statement in respect of
          Section 7.06; 


             (b)       
promptly after the same are sent, copies of all financial statements and reports
which the Company sends to its shareholders; and promptly after the same are
filed, copies of all financial statements and regular, periodical or special
reports which the Company may make to, or file with, the Securities and Exchange
Commission or any successor or similar Governmental Authority (other than Form
S-8s, pricing supplements to Form S-3s, Form 8-Ks filing only exhibits to Form
S-3s, Form 11-Ks, and Forms 3, 4 and 5); provided that this subsection (b) shall
not require the Company to furnish any statements or reports which it has
previously furnished to the Administrative Agent and the Banks; and  


             (c)       
          promptly, such additional business, financial, corporate affairs and other
          information as the Administrative Agent, at the request of any Bank, may from
          time to time reasonably request. 


        Section
6.03.   Notices.   The Company shall promptly notify the Administrative Agent (which
shall promptly thereafter notify each Bank): 


             (a)       
          (i) of the occurrence of any Default or Event of Default, (ii) of the occurrence
          or existence of any event or circumstance that foreseeably will become a Default
          or Event of Default, and (iii) of the occurrence or existence of any event or
          circumstance that would cause the condition to Borrowing set forth in subsection
          4.02(b) not to be satisfied if a Borrowing were requested on or after the date
          of such event or circumstance; 






45 










             (b)       
          of (i) any breach or non-performance of, or any default under, any Contractual
          Obligation of the Company or any of its Subsidiaries which could foreseeably
          result in a Material Adverse Effect; and (ii) any dispute, litigation,
          investigation, proceeding or suspension which may exist at any time between the
          Company or any of its Subsidiaries and any Governmental Authority which could
          foreseeably result in a Material Adverse Effect; 


             (c)       
          of the commencement of, or any material adverse development in, any litigation
          or proceeding affecting the Company or any Subsidiary (i) in which the amount of
          damages claimed (net of insurance) is $100,000,000 (or its equivalent in another
          currency or currencies) or more, (ii) in which injunctive or similar relief is
          sought and which, if adversely determined, would reasonably be expected to have
          a Material Adverse Effect, or (iii) in which the relief sought is an injunction
          or other stay of the performance of this Agreement or any Loan Document; 


             (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 may reasonably result in liability in excess of
          $100,000,000 (net of insurance), (ii) any other Environmental Claim which may
          reasonably result in liability in excess of $100,000,000 (net of insurance), 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; 


             (e)       
          of any of the following events affecting the Company or any member of its
          Controlled Group (but in no event more than 10 days after such event), together
          with a copy of any notice with respect to such event that may be required to be
          filed with a Governmental Authority and any notice delivered by a Governmental
          Authority to the Company or any member or its Controlled Group with respect to
          such event: 


          		        (i)       
               an ERISA Event which could foreseeably result in a Default or Event of Default
               or which could reasonably be expected to have a Material Adverse Effect; or 



               


          		        (ii)       
               the adoption of any new Plan that is subject to Title IV of ERISA or section 412
               of the Code by any member of the Controlled Group, the adoption of any amendment
               to a Plan that is subject to Title IV of ERISA or section 412 of the Code, or
               the commencement of contributions by any member of the Controlled Group to any
               Plan if any such adoption or commencement results in an increase in unfunded
               liabilities of $50,000,000 or more, or could reasonably be expected to have a
               Material Adverse Effect. 



               






46 









Each notice pursuant to this Section
6.03 shall be accompanied by a written statement by a Responsible Officer of the Company
setting forth details of the occurrence referred to therein, and stating in general what
action the Company proposes to take with respect thereto. Each notice under subsection
6.03(a) shall describe with particularity any and all clauses or provisions of this
Agreement or other Loan Document that have been breached or violated. 


        Section
6.04.   Preservation of Corporate Existence, Etc.   Subject
to Section 7.02, the Company shall, and shall cause each of its Material Subsidiaries to: 


             (a)       
          preserve and maintain in full force and effect its corporate or limited
          liability company existence and good standing under the laws of its state or
          jurisdiction of incorporation or formation; 


             (b)       
          preserve and maintain in full force and effect all rights, privileges,
          qualifications, permits, licenses and franchises, the non-preservation or
          non-maintenance of which could reasonably be expected to have a Material Adverse
          Effect; 


             (c)       
          remain in, and continue to operate substantially in, the food products business;
          and 


             (d)       
          preserve or renew all of its registered trademarks, trade names and service
          marks, the non-preservation or non-renewal of which could reasonably be expected
          to have a Material Adverse Effect. 


        Section
6.05.   Insurance.   The Company shall, and shall cause its Material Subsidiaries to,
(a) insure and maintain insurance with responsible insurance companies in such amounts and
against such risks as is customarily carried by owners of similar businesses and property,
or (b) maintain a system or systems of self-insurance or assumption of risk which accords
with the practices of similar businesses. 


        Section
6.06.   Payment of Obligations.   The Company shall, and shall cause its
Material Subsidiaries to, pay and discharge as the same shall become due and payable, all
their respective obligations and liabilities, including: 


             (a)       
          all tax liabilities, assessments and governmental charges or levies upon it or
          its properties or assets, unless the same are being contested in good faith by
          appropriate proceedings and adequate reserves in accordance with GAAP are being
          maintained by the Company or such Material Subsidiary; 






47 










             (b)       
          all lawful claims which, if unpaid, would by law become a Lien upon its
          Property, unless the same are being contested in good faith by appropriate
          proceedings and adequate reserves in accordance with GAAP are being maintained
          by the Company or such Material Subsidiary; and 


             (c)       
          all Indebtedness, as and when due and payable, but subject to any subordination
          provisions contained in any instrument or agreement evidencing such
          Indebtedness. 


        Section
6.07.   Compliance with Laws.   (a)  The Company shall comply, and shall
cause each of its Subsidiaries to comply, in all material respects with all Requirements
of Law (including, without limitation, Environmental Laws) of any Governmental Authority
having jurisdiction over it or its business, except such as may be contested in good faith
or as to which a bona fide dispute may exist and where non-compliance could not be
expected to result in a Material Adverse Effect. 


             (b)       
          Upon the written request of the Administrative Agent or any Bank, the Company
          shall submit and cause each of its Subsidiaries to submit, to the Administrative
          Agent and with sufficient copies for each Bank, at reasonable intervals, a
          general report providing an update of the status of any environmental, health or
          safety compliance, hazard or liability issue identified in any notice or report
          required pursuant to subsection 6.03(d), that may reasonably, individually or in
          the aggregate, result in liability in excess of $100,000,000. 


        Section
6.08.   Inspection of Property and Books and
Records.   The Company shall maintain and shall cause each of its Subsidiaries to
maintain books of record and account in conformity with GAAP consistently applied. Subject
to such confidentiality restrictions as the Company may reasonably impose, the Company
shall permit, and shall cause each of its Subsidiaries to permit, representatives and
independent contractors of the Administrative Agent or any Bank to visit and inspect any
of their respective Properties, to examine their respective records, and make copies
thereof or abstracts therefrom, and to discuss their respective affairs, finances and
accounts with their respective directors, officers, and independent public accountants,
all at such reasonable times during normal business hours, upon reasonable advance notice
to the Company; provided, however, when an Event of Default exists the Administrative
Agent or any Bank may do any of the foregoing at the expense of the Company at any time
during normal business hours and without advance notice. 


        Section
6.09.   Use of Proceeds.   The Company shall use the Letters of Credit
and the proceeds of the Loans solely for general corporate purposes but not in
contravention of any Requirement of Law. 







48 










ARTICLE 7

NEGATIVE COVENANTS 


        The
Company hereby covenants and agrees that, so long as any Bank shall have any Revolving
Commitment or Letter of Credit Liabilities hereunder, or any Loan or other Obligation
shall remain unpaid or unsatisfied, unless the Majority Banks waive compliance in writing: 


        Section
7.01.   Limitation on Liens.   The Company shall not, and shall not
suffer or permit any of its Subsidiaries to, directly or indirectly, make, create, incur,
assume or suffer to exist any Lien upon or with respect to any part of its Property,
whether now owned or hereafter acquired, other than the following: 


             (a)       
          any Lien existing on the Property of the Company or its Subsidiaries on the
          Closing Date securing Indebtedness outstanding on such date; 


             (b)       
          any Lien created under any Loan Document; 


             (c)       
          Liens for taxes, fees, assessments or other governmental charges which are not
          delinquent or remain payable without penalty, or to the extent that non-payment
          thereof is permitted by Section 6.06, provided that no Notice of Lien has been
          filed or recorded under the Code; 


             (d)       
          carriers’, warehousemen’s, mechanics’, landlords’,
          materialmen’s, repairmen’s or other similar Liens arising in the
          Ordinary Course of Business which are not delinquent or remain payable without
          penalty or which are being contested in good faith and by appropriate
          proceedings, which proceedings have the effect of preventing the forfeiture or
          sale of the Property subject thereto; 


             (e)       
          Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits
          required in the Ordinary Course of Business in connection with workers’
          compensation, unemployment insurance and other social security legislation; 


             (f)       
          Liens on the Property of the Company or any of its Subsidiaries securing (i) the
          non-delinquent performance of bids, trade contracts (other than for borrowed
          money), leases, statutory obligations, (ii) contingent obligations on surety and
          appeal bonds, and (iii) other non-delinquent obligations of a like nature; in
          each case, incurred in the Ordinary Course of Business, provided all such Liens
          in the aggregate would not (even if enforced) cause a Material Adverse Effect; 


             (g)       
          Liens consisting of judgment or judicial attachment liens, provided that the
          enforcement of such Liens is effectively stayed and all such liens in the
          aggregate at any time outstanding for the Company and its Subsidiaries do not
          exceed $10,000,000; 






49 









             (h)      
          easements, rights-of-way, restrictions and other similar encumbrances incurred
          in the Ordinary Course of Business which, in the aggregate, are not substantial
          in amount, and which do not in any case materially detract from the value of the
          Property subject thereto or interfere with the ordinary conduct of the
          businesses of the Company and its Subsidiaries; 



        (i)        Liens
on assets of Persons which become Subsidiaries after the date of this
Agreement, provided, however, that such Liens existed at the time the
respective Persons became Subsidiaries and were not created in
anticipation thereof;  


             (j)       
Purchase money security interests on any Property acquired or held by the
Company or its Subsidiaries in the Ordinary Course of Business securing
Indebtedness incurred or assumed for the purpose of financing all or any part of
the cost of acquiring such Property; provided that (i) any such Lien attaches to
such Property concurrently with or within 20 days after the acquisition thereof,
(ii) such Lien attaches solely to the Property so acquired in such transaction,
(iii) the principal amount of the debt secured thereby does not exceed 100% of
the cost of such Property, and (iv) the principal amount of the Indebtedness
secured by any and all such purchase money security interests shall not at any
time exceed $50,000,000;  


             (k)       
Liens arising solely by virtue of any statutory or common law provision relating
to bankers’ liens, rights of set-off or similar rights and remedies as to
deposit accounts or other funds maintained with a creditor depository
institution; provided that (i) such deposit account is not a dedicated cash
collateral account and is not subject to restrictions against access by the
Company in excess of those set forth by regulations promulgated by the Federal
Reserve Board, and (ii) such deposit account is not intended by the Company or
any of its Subsidiaries to provide collateral to the depository institution;  


             (l)       
          other Liens on Property, 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; 


provided, however, that for
purposes of this Section 7.01, the term “Property” shall exclude the
Company’s common and cumulative preference stock, short and long-term marketable
securities and options or other financial derivative instruments related to any of the
foregoing. 


        Section
7.02.   Disposition of Assets; Consolidations and
Mergers.   The Company shall not, and shall not suffer or permit any of its
Subsidiaries to, (i) directly or indirectly, sell, assign, lease, convey, transfer or
otherwise dispose of (whether in one or a series of transactions) any Property (including
accounts and notes receivable, with or without recourse) or enter into any agreement to do
any of the foregoing, or (ii) merge or consolidate with or into any Person, except: 






50 










             (a)       
          dispositions of inventory, or used, worn-out or surplus Property, all in the
          Ordinary Course of Business; 


             (b)       
          the sale of equipment to the extent that such equipment is exchanged for credit
          against the purchase price of similar replacement equipment, or the proceeds of
          such sale are reasonably promptly applied to the purchase price of such
          replacement equipment; 


             (c)       
          dispositions of accounts and notes receivable, with or without recourse;
          provided that at no time shall the aggregate outstanding face amount of
          accounts and notes receivable disposed of pursuant to this Section 7.02(c)
          exceed $1,000,000,000; 


             (d)       
          dispositions of any Property in connection with the shelf-stable Green Giant
          business; and 


             (e)       
          other dispositions of Property during the term of this Agreement whose net book
          value, together with any dispositions permitted under subsection 7.02(c), in the
          aggregate shall not exceed twenty percent (20%) of the Company’s total
          assets as shown on its consolidated balance sheet for its most recent prior
          fiscal quarter. 


Provided, however, that:  


             (x)       
          any Subsidiary of the Company may merge with the Company, provided that the
          Company shall be the continuing or surviving corporation, or with any one or
          more Subsidiaries of the Company, provided that if any transaction shall be
          between a Subsidiary and a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary
          shall be the continuing or surviving Person; 


             (y)       
          the Company or any Subsidiary of the Company may sell or otherwise transfer any
          or all of its assets (upon voluntary liquidation or otherwise), to the Company
          or a Wholly-Owned Subsidiary of the Company; and 


             (z)       
          subject to the other provisions of this Agreement, a Person may merge with the
          Company or any Subsidiary in order to accomplish an acquisition, provided that
          the surviving Person shall be the Company or a Subsidiary or it will become a
          Subsidiary as a result of such acquisition. 


        Section
7.03.   Pari Passu Ranking.   The Company will ensure that the claims and
rights of the Banks against it under the Loan Documents will not be at any time
subordinate to, and will rank at all times at least pari passu with, the claims and rights
of any other of its unsecured creditors, except as may be limited by bankruptcy,
insolvency, moratorium or other similar laws affecting the enforcement of creditors’
rights in general.  






51 










        Section
7.04.   Transactions with Affiliates.   The Company shall not, and shall
not suffer or permit any of its Subsidiaries to, enter into any transaction with any
Affiliate of the Company or of any such Subsidiary, except (a) as expressly permitted by
this Agreement, (b) in connection with the repurchase by the Company of common stock of
the Company, or (c) in the Ordinary Course of Business and pursuant to the reasonable
conduct of the business of the Company or such Subsidiary. 


        Section
7.05.   Margin Stock.   The Company shall not and shall not suffer or permit any
of its Subsidiaries to use any portion of the Loan proceeds, directly or indirectly, (i)
to purchase or carry Margin Stock, (ii) to repay or otherwise refinance indebtedness of
the Company or others incurred to purchase or carry Margin Stock, (iii) to extend credit
for the purpose of purchasing or carrying any Margin Stock, or (iv) to acquire any
security in any transaction that is subject to Section 13 or 14 of the Exchange Act. 


        Section
7.06.   Ratio of Earnings to Fixed Charges.   The
Company shall not permit its Ratio of Earnings to Fixed Charges as determined for any
period of four (4) consecutive fiscal quarters of the Company to be less than 2.5 to 1.0.
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 29, 2005 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). 


        Section
7.07.   Payments by Material Subsidiaries.   Neither the Company
nor any of its Material Subsidiaries will enter into or suffer to exist any consensual
agreement or arrangement which would by its express terms limit the ability of any
Material Subsidiary to pay any dividend to or otherwise advance funds to the Company. 


ARTICLE 8

EVENTS OF DEFAULT 


        Section
8.01.   Event of Default.   Subject to the provisos at the end of this
section, any of the following shall constitute an “Event of Default”: 


             (a)       
          Non-Payment.   The Company fails to pay, (i) when and as required to be
          paid herein, any amount of principal of any Loan or any Reimbursement
          Obligation, or (ii) within three (3) Business Days after the same shall become
          due, any interest, fee or any other amount payable hereunder or pursuant to any
          other Loan Document; or 






52 










             (b)       
          Representation or Warranty. Any representation or warranty
          by the Company made or deemed made herein, in any Loan Document, or which is
          contained in any certificate, document or financial or other statement by the
          Company, or its Responsible Officers, furnished at any time under this
          Agreement, or in or under any Loan Document, shall prove to have been incorrect
          in any material respect on or as of the date made or deemed made; or 


             (c)       
          Specific Defaults. The Company fails to perform or observe any
          term, covenant or agreement contained in Section 6.03(a) or Article 7; or 


             (d)       
          Other Defaults. The Company fails to perform or observe any other
          term or covenant contained in this Agreement or any Loan Document, and such
          default shall continue unremedied for a period of (i) 10 days, in the case such
          default arises under Section 6.01, 6.02, 6.03(b), 6.03(c), 6.03(d) or 6.03(e),
          or (ii) 30 days, in the case of any other such default, after the date upon
          which written notice thereof is given to the Company by the Administrative Agent
          or any Bank; or 


             (e)       
Cross-Default. The Company or any Material Subsidiary shall (i) fail to
pay when due, subject to the applicable grace period, if any, whether at stated
maturity or otherwise, (A) any principal of, interest on, or premiums, fees or
expenses or any other amounts relating to, any Indebtedness or (B) the deferred
purchase price of any Property or asset (other than trade payables entered into
in the Ordinary Course of Business pursuant to customary terms) or (C) any
Contingent Obligation, or (ii) fail to observe or perform, subject to the
applicable grace period, if any, any other term, covenant, condition or
agreement contained in any instrument or agreement evidencing, securing or
relating to any Indebtedness or Contingent Obligation, if the effect thereof is
to cause, or permit the holder or holders of any such Indebtedness or
obligation, or a trustee or agent on behalf of such holder or holders
(collectively, the “holder”), to cause, such Indebtedness or
obligation to become due prior to its stated maturity; provided, however, that
no Event of Default shall exist hereunder if (x) in the case of clause (ii),
such failure or default has been waived by the holder thereof; (y) in the case
of sub-clause (i)(B) or (i)(C), such failure is being contested in good faith by
appropriate proceedings; or (z) the aggregate of all obligations which become
(or, at the option of the holder thereof, may thereupon become) due and payable
prior to their stated maturity as a result of any such failure or default, does
not exceed $50,000,000; or  


             (f)       
          Insolvency; Voluntary Proceedings.   The Company or any of
          its Material Subsidiaries (i) generally fails to pay, or admits in writing its
          inability to pay, its debts as they become due, subject to applicable grace
          periods, if any, whether at stated maturity or otherwise; (ii) voluntarily
          ceases to conduct its business in the ordinary course; (iii) commences any
          Insolvency Proceeding with respect to itself; or (iv) takes any action to
          effectuate or authorize any of the foregoing; or 






52 










             (g)       
          Involuntary Proceedings.   (i)  Any involuntary Insolvency Proceeding
          is commenced or filed against the Company or any Material Subsidiary, or any
          writ, judgment, warrant of attachment, execution or similar process, is issued
          or levied against a substantial part of the Company’s or any Material
          Subsidiaries’ Properties, and any such proceeding or petition shall not be
          dismissed, or such writ, judgment, warrant of attachment, execution or similar
          process shall not be released, vacated or fully bonded within 60 days after
          commencement, filing or levy; (ii) the Company or any Material Subsidiary admits
          the material allegations of a petition against it in any Insolvency Proceeding,
          or an order for relief (or similar order under non-U.S. law) is ordered in any
          Insolvency Proceeding; or (iii) the Company or any Material Subsidiary
          acquiesces in the appointment of a receiver, trustee, custodian, conservator,
          liquidator, mortgagee in possession (or agent therefor), or other similar Person
          for itself or a substantial portion of its Property or business; or 


             (h)       
          ERISA.   (a)  The Company or an ERISA Affiliate shall fail to satisfy its
          contribution requirements under Section 412(c)(11) of the Code, whether or not
          it has sought a waiver under Section 412(d) of the Code, and such failure could
          result in liability of more than $50,000,000; (ii) in the case of an ERISA Event
          involving the withdrawal from a Plan of a “substantial employer” (as
          defined in Section 4001(a)(2) or Section 4062(e) of ERISA), the withdrawing
          employer’s proportionate share of that Plan’s Unfunded Pension
          Liabilities is more than $50,000,000; (iii) in the case of an ERISA Event
          involving the complete or partial withdrawal from a Multiemployer Plan, the
          withdrawing employer has incurred a withdrawal liability in an aggregate amount
          exceeding $50,000,000; (iv) in the case of an ERISA Event not described in
          clause (ii) or (iii), the Unfunded Pension Liabilities of the relevant Plan or
          Plans exceed $50,000,000; or (v) the commencement or increase of contributions
          to, or the adoption of or the amendment of a Plan by, a member of the Controlled
          Group shall result in a net increase in unfunded liabilities to the Controlled
          Group in excess of $50,000,000; or 


             (i)       
          Monetary Judgments.   There shall be entered against the Company or
          any Material Subsidiary one or more final judgments or decrees for the payment
          of money which in the aggregate exceed (to the extent not (x) paid or covered by
          insurance or (y) reserved against) $50,000,000, and such judgments or decrees
          shall not have been vacated, discharged, stayed or appealed within the
          applicable period for appeal from the date of entry thereof; 


provided, however, that if no
Loan or Letter of Credit is outstanding at the time any event or circumstance specified in
paragraph (b), (c), (d), (e), (h) or (i) of this Section 8.01 shall occur or arise, then
any such event or circumstance shall not be deemed an Event of Default, but the
Administrative Agent shall, at the request of, or may, with the consent of, the Majority
Banks, declare the Revolving Commitment of each Bank to make Loans and the obligation of
each Issuing Bank to issue any Letter of Credit to be terminated, whereupon such Revolving
Commitments and the obligation of each Issuing Bank to issue any Letter of Credit shall
forthwith be terminated and the Company shall promptly pay to the Administrative Agent all
accrued but unpaid amounts then outstanding under this Agreement or under any other Loan
Document; provided further, however, that: 






54 










          		        (i)       
               the Company shall promptly notify the Administrative Agent and each Bank of any
               such event or circumstance, and 



               


          		        (ii)       
               the obligation of each Bank to make any Loan hereunder or to issue any Letter of
               Credit shall be immediately suspended for so long as any such event or
               circumstance shall continue to exist. 



               


        Section
8.02.   Remedies.   If any Event of Default occurs, the Administrative Agent shall, at
the request of, or may, with the consent of, the Majority Banks, 


             (a)       
          declare the Revolving Commitment of each Bank to make Loans and the obligation
          of each Issuing Bank to issue any Letter of Credit to be terminated, whereupon
          such Revolving Commitments and such obligation of each Issuing Bank to issue any
          Letter of Credit shall forthwith be terminated; 


             (b)       
          declare the unpaid principal amount of all outstanding Loans, all interest
          accrued and unpaid thereon, and any outstanding Reimbursement Obligation in
          respect of any drawing under a Letter of Credit and all other amounts owing or
          payable hereunder or under any other Loan Document to be immediately due and
          payable, without presentment, demand, protest or other notice of any kind, all
          of which are hereby expressly waived by the Company; and 


             (c)       
          exercise on behalf of itself and the Banks all rights and remedies available to
          it and the Banks under the Loan Documents or applicable law; 


provided, however, that upon
the occurrence of any event specified in paragraph (f) or (g) of Section 8.01 above (in
the case of clause (i) of paragraph (g) upon the expiration of the 60-day period mentioned
therein), the obligation of each Bank to make Loans and the obligation of each Issuing
Bank to issue any Letter of Credit shall automatically terminate and the unpaid principal
amount of all outstanding Loans and any outstanding Reimbursement Obligations and all
interest and other amounts as aforesaid shall automatically become due and payable without
further act of the Administrative Agent or any Bank. 


        Section
8.03.   Cash Cover.   The Company agrees, in addition to the provisions
in Sections 8.01 and 8.02, that upon the occurrence and during the continuance of any
Event of Default, it shall, if requested by the Administrative Agent upon the instruction
of the Majority Banks or any Issuing Bank having an outstanding Letter of Credit, pay to
the Administrative Agent an amount in immediately available funds (which shall be held as
collateral pursuant to arrangements satisfactory to the Administrative Agent) equal to the
aggregate amount available for drawing under all Letters of Credit outstanding at such
time






55 










(or, in the case of a request by an
Issuing Bank, all such Letters of Credit issued by it), provided that, upon the
occurrence of any Event of Default specified in clause (f) or (g) of Section 8.01 above
with respect to the Company, and on the Revolving Termination Date, the Company shall pay
such amount forthwith without any notice or demand or any other act by the Administrative
Agent, any Issuing Bank or any Bank. Amounts so held shall be invested by the
Administrative Agent upon the instruction and for the account of the Company in
short-term U.S. government securities.  


        Section
8.04.   Rights Not Exclusive.   The rights provided for in this Agreement
and the other Loan Documents are cumulative and are not exclusive of any other rights,
powers, privileges or remedies provided by law or in equity, or under any other
instrument, document or agreement now existing or hereafter arising. 


ARTICLE 9

THE AGENTS 


        Section
9.01.   Appointment and Authorization.   Each Bank hereby irrevocably
appoints, designates and authorizes the Administrative Agent to take such action on its
behalf under the provisions of this Agreement and each other Loan Document and to exercise
such powers and perform such duties as are expressly delegated to it by the terms of this
Agreement or any other Loan Document, together with such powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in
this Agreement or in any other Loan Document, the Administrative Agent shall not have any
duties or responsibilities, except those expressly set forth herein, nor shall the
Administrative Agent have or be deemed to have any fiduciary relationship with any Bank,
and no implied covenants, functions, responsibilities, duties, obligations or liabilities
shall be read into this Agreement or any other Loan Document or otherwise exist against
the Administrative Agent. 


        Section
9.02.   Delegation of Duties.   The Administrative Agent may execute any
of its duties under this Agreement or any other Loan Document by or through agents,
employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The Administrative Agent shall not be responsible for
the negligence or misconduct of any agent or attorney-in-fact that it selects with
reasonable care. 


        Section
9.03.   Liability of Administrative Agent.   None of the
Administrative Agent-Related Persons shall (i) be liable for any action taken or omitted
to be taken by any of them under or in connection with this Agreement, any Letter of
Credit or any other Loan Document (except for its own gross negligence or willful
misconduct), or (ii) be responsible in any manner to any of the Banks for any recital,
statement, representation or warranty made by the Company or any Subsidiary or Affiliate
of the Company, or any officer thereof, 






56 









contained in this Agreement, any
Letter of Credit or in any other Loan Document, or in any certificate, report, statement
or other document referred to or provided for in, or received by the Administrative Agent
under or in connection with, this Agreement, any Letter of Credit or any other Loan
Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of
this Agreement, any Letter of Credit or any other Loan Document, or for any failure of
the Company or any other party to any Loan Document to perform its obligations hereunder
or thereunder. No Administrative Agent-Related Person shall be under any obligation to
any Bank to ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement, any Letter of Credit or any
other Loan Document, or to inspect the Properties, books or records of the Company or any
of the Company’s Subsidiaries or Affiliates.  


        Section
9.04.   Reliance by Agent.   (a)  The Administrative Agent shall be
entitled to rely, and shall be fully protected in relying, upon any writing, resolution,
notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone
message, statement or other document or conversation reasonably believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person or Persons,
and upon advice and statements of legal counsel (including counsel to the Company),
independent accountants and other experts selected by the Administrative Agent. The
Administrative Agent shall be fully justified in failing or refusing to take any action
under this Agreement or any other Loan Document unless it shall first receive such advice
or concurrence of the Majority Banks as it deems appropriate and, if it so requests, it
shall first be indemnified to its satisfaction by the Banks against any and all liability
and expense which may be incurred by it by reason of taking or continuing to take any such
action. The Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement or any other Loan Document in accordance with
a request or consent of the Majority Banks and such request and any action taken or
failure to act pursuant thereto shall be binding upon all of the Banks. 


             (b)       
          For purposes of determining compliance with the conditions specified in Section
          4.01, each Bank that has executed this Agreement shall be deemed to have
          consented to, approved or accepted or to be satisfied with each document or
          other matter either sent by the Administrative Agent to such Bank for consent,
          approval, acceptance or satisfaction, or required thereunder to be consented to
          or approved by or acceptable or satisfactory to the Bank. 


        Section
9.05.   Notice of Default.   The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of Default, except
with respect to defaults in the payment of principal, interest and fees required to be
paid to the Administrative Agent for the account of the Banks, unless the Administrative
Agent shall have received written notice from a Bank or the Company referring to this
Agreement, describing such Default or Event of Default and stating that such notice is a
“notice of default”. In the event that the 






57 










Administrative Agent receives such a
notice, the Administrative Agent shall give notice thereof to the Banks. The
Administrative Agent shall take such action with respect to such Default or Event of
Default as shall be requested by the Majority Banks in accordance with Article 8;
provided, however, that unless and until the Administrative Agent shall have received any
such request, the Administrative Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable or in the best interest of the Banks.  


        Section
9.06.   Credit Decision.   Each Bank expressly acknowledges that none of the
Administrative Agent-Related Persons has made any representation or warranty to it and
that no act by the Administrative Agent hereinafter taken, including any review of the
affairs of the Company and its Subsidiaries shall be deemed to constitute any
representation or warranty by the Administrative Agent to any Bank. Each Bank represents
to the Administrative Agent that it has, independently and without reliance upon the
Administrative Agent and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business, prospects,
operations, property, financial and other condition and creditworthiness of the Company
and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions
contemplated thereby, and made its own decision to enter into this Agreement and extend
credit to the Company hereunder. Each Bank also represents that it will, independently and
without reliance upon the Administrative Agent and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement and the other
Loan Documents, and to make such investigations as it deems necessary to inform itself as
to the business, prospects, operations, property, financial and other condition and
creditworthiness of the Company. Except for notices, reports and other documents expressly
herein required to be furnished to the Banks by the Administrative Agent, the
Administrative Agent shall not have any duty or responsibility to provide any Bank with
any credit or other information concerning the business, prospects, operations, property,
financial and other condition or creditworthiness of the Company which may come into the
possession of any of the Administrative Agent-Related Persons. 


        Section
9.07.   Indemnification.   The Banks shall indemnify upon demand the Administrative
Agent-Related Persons and any Issuing Bank (to the extent not reimbursed by or on behalf
of the Company and without limiting the obligation of the Company to do so), ratably in
accordance with their respective Revolving Commitments, or if no Revolving Commitments are
in effect, in accordance with their respective outstanding Loans, from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses and disbursements of any kind whatsoever which may at any time (including
at any time following the repayment of the Loans and the termination or resignation of the
Administrative Agent) be imposed on, incurred by or asserted against any 






58 










such Person any way relating to or
arising out of this Agreement, any Letter of Credit or any document contemplated by or
referred to herein or therein or the transactions contemplated hereby or thereby or any
action taken or omitted by any such Person under or in connection with any of the
foregoing; provided, however, that no Bank shall be liable for the payment to the
Administrative Agent-Related Persons of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
to the extent resulting from such Person’s gross negligence or willful misconduct.
Without limitation of the foregoing, each Bank shall reimburse the Administrative Agent
and any Issuing Bank upon demand for its ratable share of any costs or out-of-pocket
expenses (including Attorney Costs) incurred by the Administrative Agent in connection
with the preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal
advice in respect of rights or responsibilities under, this Agreement, any Letter of
Credit, any other Loan Document, or any document contemplated by or referred to herein to
the extent that the Administrative Agent is not reimbursed for such expenses by or on
behalf of the Company. Without limiting the generality of the foregoing, if the Internal
Revenue Service or any other Governmental Authority of the United States or other
jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax
from amounts paid to or for the account of any Bank (because the appropriate form was not
delivered, was not properly executed, or because such Bank failed to notify the
Administrative Agent of a change in circumstances which rendered the exemption from, or
reduction of, withholding tax ineffective, or for any other reason) such Bank shall
indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by
the Administrative Agent as tax or otherwise, including penalties and interest, and
including any taxes imposed by any jurisdiction on the amounts payable to the
Administrative Agent under this Section, together with all costs and expenses and
attorneys’ fees (including Attorney Costs). The obligation of the Banks in this
Section shall survive the payment of all Obligations hereunder.  


        Section
9.08.   Administrative Agent in Individual Capacity.
   JPMorgan Chase and its Affiliates may make loans to, issue letters of credit for the
account of, accept deposits from, acquire equity interests in and generally engage in any
kind of banking, trust, financial advisory, underwriting or other business with the
Company and its Subsidiaries and Affiliates as though JPMorgan Chase were not the
Administrative Agent hereunder and without notice to or consent of the Banks. The Banks
acknowledge that, pursuant to such activities, JPMorgan Chase or its Affiliates may
receive information regarding the Company or its Affiliates (including information that
may be subject to confidentiality obligations in favor of the Company or such Affiliates)
and acknowledge that the Administrative Agent shall be under no obligation to provide such
information to them. With respect to its Loans, JPMorgan Chase shall have the same rights
and powers under this Agreement as any other Bank and may exercise the same as though it
were not the Administrative Agent, and the terms “Bank” and “Banks”
shall include JPMorgan Chase in its individual capacity. 





59 









        Section
9.09.   Successor Administrative Agent.   The Administrative Agent may
resign as Administrative Agent upon 30 days’ notice to the Banks. If the
Administrative Agent shall resign as Administrative Agent under this Agreement, the
Company shall appoint from among the Banks a successor agent for the Banks (unless an
Event of Default then exists in which case the Majority Banks shall appoint the successor
agent). If no successor agent is appointed prior to the effective date of the resignation
of the Administrative Agent, the Administrative Agent may appoint, after consulting with
the Banks and the Company, a successor agent from among the Banks. Upon the acceptance of
its appointment as successor agent hereunder, such successor agent shall succeed to all
the rights, powers and duties of the retiring Administrative Agent and the term
“Administrative Agent” shall mean such successor agent and the retiring
Administrative Agent’s appointment, powers and duties as Administrative Agent shall
be terminated. After any retiring Administrative Agent’s resignation hereunder as
Administrative Agent, the provisions of this Article 9 and Sections 10.04 and 10.05 shall
inure to its benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement. If no successor agent has accepted appointment
as Administrative Agent by the date which is 30 days following a retiring Administrative
Agent’s notice of resignation, the retiring Administrative Agent’s resignation
shall nevertheless thereupon become effective and the Banks shall perform all of the
duties of the Administrative Agent hereunder until such time, if any, as the Company or
the Majority Banks appoint a successor agent as provided for above. 


        Section
9.10.   Other Agents.   None of the Syndication Agent or the Documentation
Agents shall have any right, power, obligation, liability, responsibility or duty under
this Agreement other than those applicable to all Banks as such. Each Bank acknowledges
that it has not relied, and will not rely, on the Syndication Agent in deciding to enter
into this Agreement or in taking or not taking action hereunder. 


ARTICLE 10

MISCELLANEOUS 


        Section
10.01.   Amendments and Waivers.   No amendment or waiver of any
provision of this Agreement or any other Loan Document, and no consent with respect to any
departure by the Company therefrom, shall be effective unless the same shall be in writing
and signed by the Majority Banks, the Company (and if the rights or duties of any Issuing
Bank are affected thereby, by it) and acknowledged by the Administrative Agent, and then
such waiver shall be effective only in the specific instance and for the specific purpose
for which given; provided, however, that no such waiver, amendment, or consent shall,
unless in writing and signed by all the Banks, the Company and acknowledged by the
Administrative Agent, do any of the following: 






60 










             (a)       
          extend or increase the Revolving Commitment of any Bank (or reinstate any
          Revolving Commitment terminated pursuant to subsection 8.02(a)) or subject any
          Bank to any additional obligations; 


             (b)       
          postpone or delay any date fixed for any payment of principal, interest, fees or
          other amounts due to the Banks (or any of them) hereunder, under any Loan
          Document, or the latest permitted expiry date for Letters of Credit; 


             (c)       
          reduce the principal of, or the rate of interest specified herein on any Loan,
          or any Reimbursement Obligation or any fees or other amounts payable hereunder
          or under any Loan Document; 


             (d)       
          change the percentage of the Revolving Commitments or of the Total Outstanding
          Amount, which shall be required for the Banks or any of them to take any action
          hereunder or change the definition of Majority Banks; 


             (e)       
          amend this Section 10.01 or any provision providing for consent or other action
          by all Banks; or 


             (f)       
          alter the pro rata treatment of the Banks under Section 2.13 or any other
          provision providing for pro rata treatment; 


and, provided further, that no
amendment, waiver or consent shall, unless in writing and signed by such Agent in addition
to the Majority Banks or all the Banks, as the case may be, affect the rights or duties of
any Agent under this Agreement or any other Loan Document. 


        Section
10.02.   Notices.   (a)  All notices, requests and other communications provided for
hereunder to any party shall be in writing (including, unless the context expressly
otherwise provides, by facsimile transmission, provided that any matter transmitted by the
Company by facsimile (i) shall be immediately confirmed by a
telephone call to the recipient at the number specified on the signature pages hereof or
in the applicable Administrative Questionnaire, as the case may be, and (ii) shall be followed promptly by a hard copy original thereof) and mailed, faxed
or delivered, to such party: (A) in the case of the Company or
the Administrative Agent, at its address or facsimile number set forth on the signature
pages hereof, (B) in the case of any Bank, at its address or
facsimile number set forth in its Administrative Questionnaire, or (C) in the case of any party, at such other address or facsimile number as such party
may hereafter specify for the purpose by notice to the Administrative Agent and the
Company. 


             (b)       
          All such notices, requests and communications shall, when transmitted by
          overnight delivery, or faxed, be effective when delivered for overnight
          (next-day) delivery, or transmitted by facsimile machine, respectively, or if
          mailed, upon the third Business Day after the date deposited into the U.S. mail,
          or if delivered, upon delivery; except that notices to the Administrative Agent
          or any Issuing Bank pursuant to Article 2 or 9 shall not be effective until
          actually received by it. 





61 









            (c)       
          The Company acknowledges and agrees that any agreement of the Administrative
          Agent and the Banks in Article 2 herein to receive certain notices by telephone
          and facsimile is solely for the convenience and at the request of the Company.
          The Administrative Agent and the Banks shall be entitled to rely on the
          authority of any Person purporting to be a Person authorized by the Company to
          give such notice and the Administrative Agent and the Banks shall not have any
          liability to the Company or other Person on account of any action taken or not
          taken by the Administrative Agent or the Banks in reliance upon such telephonic
          or facsimile notice. The obligation of the Company to repay the Loans shall not
          be affected in any way or to any extent by any failure by the Administrative
          Agent and the Banks to receive written confirmation of any telephonic or
          facsimile notice or the receipt by the Administrative Agent and the Banks of a
          confirmation which is at variance with the terms understood by the
          Administrative Agent and the Banks to be contained in the telephonic or
          facsimile notice. 


        Section
10.03.   No Waiver; Cumulative Remedies.   No failure to exercise
and no delay in exercising, on the part of any Agent or Bank, any right, remedy, power or
privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege. 


        Section
10.04.   Costs and Expenses.   The Company shall, whether or not the
transactions contemplated hereby shall be consummated: 


            (a)       
          pay or reimburse JPMorgan Chase (including in its capacity as Administrative
          Agent) within fifteen Business Days after demand (subject to subsection 4.01(e))
          for all reasonable, demonstrable costs and out-of-pocket expenses incurred by
          JPMorgan Chase (including in its capacity as Administrative Agent) in connection
          with the development, preparation, delivery and execution of, and any amendment,
          supplement, waiver or modification to (in each case, whether or not
          consummated), this Agreement, any Loan Document and any other documents prepared
          in connection herewith or therewith, and the consummation of the transactions
          contemplated hereby and thereby, including the reasonable Attorney Costs
          incurred by JPMorgan Chase (including in its capacity as Administrative Agent)
          with respect thereto as agreed in the Fee Letters; and 


            (b)       
          pay or reimburse each Bank and the Administrative Agent within fifteen Business
          Days after demand (subject to subsection 4.01(e)) for all costs and expenses
          incurred by them in connection with the enforcement, attempted enforcement, or
          preservation of any rights or remedies (including in connection with any
          “workout” or restructuring regarding the Loans, and including in any
          Insolvency Proceeding or appellate proceeding) under this Agreement, any Letter
          of Credit, any other Loan Document, and any such other documents, including
          Attorney Costs incurred by the Administrative Agent and any Bank or Issuing
          Bank. 






62 









        Section
10.05.   Indemnity.   (a)  The Company shall pay, indemnify, and hold each Bank and
Agent and each of their respective affiliates, officers, directors, employees, counsel,
agents and attorneys-in-fact (each, an “Indemnified Person”) harmless from and
against any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, charges, expenses or disbursements (including Attorney Costs) of
any kind or nature whatsoever with respect to the execution, delivery, enforcement,
performance and administration of this Agreement, any Letter of Credit and any other Loan
Documents, or the transactions contemplated hereby and thereby, and with respect to any
investigation, litigation or proceeding (including any Insolvency Proceeding or appellate
proceeding) related to this Agreement, the Loans, any Letter of Credit or the use of the
proceeds thereof, whether or not any Indemnified Person is a party thereto (all the
foregoing, collectively, the “Indemnified Liabilities”); provided, that the
Company shall have no obligation hereunder to any Indemnified Person with respect to
Indemnified Liabilities to the extent resulting from the gross negligence or willful
misconduct of such Indemnified Person as determined by a court of competent jurisdiction
in a final and non-appealable judgment. The agreements in this Section shall survive
payment of all other Obligations and termination of this Agreement.  


            (b)       
          An Indemnified Person shall give prompt notice to the Company of any claim
          asserted in writing, or the commencement of any action or proceeding, in respect
          of which indemnity may be sought hereunder, provided that the omission so to
          notify the Company will not relieve the Company from any liability, if any,
          which it may have to the Indemnified Person otherwise than under Section
          10.05(a) unless and to the extent that the Company shall have been damaged by
          the delay in notification or the failure to be notified. 


            (c)       
The Indemnified Person shall assist the Company in the defense of any such
action or proceeding by arranging discussions with (and the calling as witnesses
of) relevant officers, directors, employees and agents of the Indemnified Person
and providing reasonable access to relevant books and records. The Company shall
have the right to, and shall at the request of the Indemnified Person,
participate in, and assume the defense of, any such action or proceeding at its
own expense using counsel mutually acceptable to the Company and the Indemnified
Person. In any such action or proceeding which the Company has participated in
or assumed the defense of, the Indemnified Person shall have the right to retain
separate counsel, but the fees and expenses of such counsel shall be at its own
expense unless the named parties to any such suit, action or proceeding
(including any impleaded parties) include both the Company and the Indemnified
Person and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them it
being understood and agreed that the Company shall not have liability for the
fees and expenses of more than one firm (in addition to local counsel) which
shall be retained to act in such circumstances for all of the Indemnified
Parties provided however that the Company shall have the liability for the fees
and expenses of more than one firm if such firm or firms has or have been
retained due to actual or potential differing interests among the Indemnified
Parties.  






63 










             (d)       
The Company shall not be liable under Section 10.05 for any settlement effected
without its consent of any claim, litigation or proceeding in respect of which
indemnity may be sought hereunder. The Company may settle any claim without the
consent of the Indemnified Person if monetary damages are paid in full by the
Company, provided, that the Company shall not make any admission of wrongdoing
by such Indemnified Person and all claimants shall execute a full release in
favor of such Indemnified Person. An Indemnified Person shall, subject to its
reasonable business needs, use reasonable efforts to minimize the
indemnification sought from the Company under Section 10.05.  


        Section
10.06.   Marshalling; Payments Set Aside.   Neither the
Administrative Agent nor the Banks shall be under any obligation to marshall any assets in
favor of the Company or any other Person or against or in payment of any or all of the
Obligations. To the extent that the Company makes a payment or payments to the
Administrative Agent or the Banks, or the Administrative Agent or the Banks exercise their
rights of set-off, and such payment or payments or the proceeds of such set-off or any
part thereof are subsequently invalidated, declared to be fraudulent or preferential, set
aside or required (including pursuant to any settlement entered into by the Administrative
Agent with the consent of the Majority Banks) to be repaid to a trustee, receiver or any
other party in connection with any Insolvency Proceeding, or otherwise, then (a) to the
extent of such recovery the obligation or part thereof originally intended to be satisfied
shall be revived and continued in full force and effect as if such payment had not been
made or such enforcement or set-off had not occurred, and (b) each Bank severally agrees
to pay to the Administrative Agent upon demand its ratable share of the total amount so
recovered from or repaid by the Administrative Agent. 


        Section
10.07.   Successors and Assigns.   The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that the Company may not assign or
otherwise transfer any of its rights or obligations hereunder without the prior written
consent of each Bank (and any attempted assignment or transfer by the Company without such
consent shall be null and void). 


        Section
10.08.   Assignments, Participations, Etc. 


            (a)       
Any Bank may assign to one or more Eligible Assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Revolving Commitment, Letter of Credit Liabilities, and the Loans at the time
owing to it); provided that (i) except in the case of an assignment of the
entire remaining amount of the assigning Bank’s Revolving Commitment,
Letter of Credit Liabilities, and the Loans at the time owing to it or in the
case of an  







64 









assignment to a Bank or an Affiliate
of a Bank or an Approved Fund with respect to a Bank, the amount of the
Revolving Commitment (which for this purpose includes Loans and Letter of
Credit Liabilities outstanding thereunder) subject to each such assignment
(determined as of the date the Assignment and Assumption Agreement, as
hereinafter defined, with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $5,000,000, unless each of the
Administrative Agent and, so long as no Event of Default has occurred and is
continuing, the Company otherwise consent (each such consent not to be
unreasonably withheld or delayed), (ii) each partial assignment shall be made
as an assignment of a proportionate part of all the assigning Bank’s
rights and obligations under this Agreement with respect to the Loans, the
Letter of Credit Liabilities, and/or the Revolving Commitment assigned and
(iii) the parties to each assignment shall execute and deliver to the
Administrative Agent an agreement, substantially in the form of Exhibit C
hereto (an “Assignment and Assumption Agreement”), together with a
processing and recordation fee of $3,500, and the Eligible Assignee, if it
shall not be a Bank, shall deliver to the Administrative Agent an
Administrative Questionnaire. Subject to acceptance and recording thereof by
the Administrative Agent pursuant to Section 2.02(a), from and after the
effective date specified in each Assignment and Assumption Agreement, the
Eligible Assignee thereunder shall be a party hereto and, to the extent of the
interest assigned by such Assignment and Assumption Agreement, have the rights
and obligations of a Bank under this Agreement, and the assigning Bank
thereunder shall, to the extent of the interest assigned by such Assignment and
Assumption Agreement, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption Agreement covering all of the
assigning Bank’s rights and obligations under this Agreement, such Bank
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 3.01, 3.03, 10.04, and 10.05). Any assignment or
transfer by a Bank of rights or obligations under this Agreement that does not
comply with this paragraph shall be treated for purposes of this Agreement as a
sale by such Bank of a participation in such rights and obligations in
accordance with paragraph (b) of this Section.  


             (b)       
Any Bank may, without the consent of, or notice to, the Company or the
Administrative Agent, sell participations to one or more banks or other entities
(a “Participant”) in all or a portion of such Bank’s rights
and/or obligations under this Agreement (including all or a portion of its
Revolving Commitment, the Loans and/or the Letter of Credit Liabilities at the
time owing to it); provided that (i) such Bank’s obligations under
this Agreement shall remain unchanged, (ii) such Bank shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iii) the Company, the Administrative Agent and the other Banks shall
continue to deal solely and directly with such Bank in connection with such
Bank’s rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Bank sells such a participation shall provide
that such Bank shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this
Agreement; provided that such agreement or instrument may provide that such Bank
will not, without the consent of the Participant, agree to any amendment,
modification or waiver described in clause (a), (b) or (c) of Section 10.01 that
affects such Participant. Subject to paragraph (c) of this Section, the Company
agrees that each Participant shall be entitled to the benefits of Sections 3.01,
3.02, 3.03 and 3.04 to the same extent as if it were a Bank and had acquired its
interest by assignment pursuant to paragraph (a) of this Section.  





65 










             (c)       
          A Participant shall not be entitled to receive any greater payment under Section
          3.01 or 3.03 than the applicable Bank would have been entitled to receive with
          respect to the participation sold to such Participant, unless the sale of the
          participation to such Participant is made with the Company’s prior written
          consent. A Participant organized under the laws of a jurisdiction outside the
          United States shall not be entitled to the benefits of Section 3.01 unless
          the Company is notified of the participation sold to such Participant and such
          Participant agrees, for the benefit of the Company, to comply with Section
          3.01(f) as though it were a Bank. 


             (d)       
Any Bank may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of such Bank,
including without limitation any pledge or assignment to secure obligations to a
Federal Reserve Bank; provided that no such pledge or assignment of a security
interest shall release a Bank from any of its obligations hereunder or
substitute any such pledgee or assignee for such Bank as a party hereto.  


             (e)       
Notwithstanding anything to the contrary contained herein, any Bank (a
“Granting Bank”) may grant to a special purpose funding vehicle
identified as such in writing from time to time by the Granting Bank to the
Administrative Agent and the Company (an “SPC”), the option to provide
to the Company all or any part of any Loan that such Granting Bank would
otherwise be obligated to make to the Company pursuant to this Agreement;
provided that (i) nothing herein shall constitute a commitment by any SPC to
make any Loan, (ii) the Granting Bank’s obligations under this Agreement
shall remain unchanged and (iii) if an SPC elects not to exercise such option or
otherwise fails to provide all or any part of such Loan, the Granting Bank shall
be obligated to make such Loan pursuant to the terms hereof. The making of a
Loan by an SPC hereunder shall utilize the Revolving Commitment of the Granting
Bank to the same extent, and as if, such Loan were made by such Granting Bank.
Each party hereto hereby agrees that no SPC shall be liable for any indemnity or
similar payment obligation under this Agreement (all liability for which shall
remain with the Granting Bank). In furtherance of the foregoing, each party
hereto hereby agrees (which agreement shall survive the termination of this
Agreement) that, prior to the date that is one year and one day after the
payment in full of all outstanding commercial paper or other senior indebtedness
of any SPC, it will not institute against, or join any other person in
instituting against, such SPC any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceeding under the laws of the United States or any
State thereof. In addition, notwithstanding anything to the contrary contained
in this Section 10.08, any SPC may with notice to, but without (except as
specified below) the prior written consent of, the Company and the
Administrative Agent and without paying any processing fee therefor, assign all
or a portion of its interests in any Loans to the Granting Bank or to any
financial institution (consented to by the Administrative Agent and, so long as
no Event of Default has occurred, the Company, which consents shall not be
unreasonably withheld or delayed) providing liquidity and/or credit support to
or for the account of such SPC to support the funding or maintenance of Loans.
Any SPC shall be a Transferee for purposes of Section 10.09 hereof, provided
that in addition to disclosures permitted pursuant to Section 10.09, an SPC may
disclose on a basis acknowledged by the recipient as confidential any non-public
information relating to its Loans to any rating agency, commercial paper dealer
or provider of any surety, guarantee or credit or liquidity enhancement to such
SPC. An amendment to this subsection (e) without the written consent of an SPC
shall be ineffective insofar as it alters the rights and obligations of such
SPC.  





66 









        Section
10.09.   Confidentiality.   Each Bank agrees to take normal and reasonable precautions
and exercise due care (in the same manner as it exercises for its own affairs) to maintain
the confidentiality of all information identified as “confidential” by the
Company and provided to it by the Company or any Subsidiary of the Company, or by the
Administrative Agent on such Company’s or Subsidiary’s behalf, in connection
with this Agreement, any Letter of Credit or any other Loan Document, and neither it nor
any of its Affiliates shall use any such information for any purpose or in any manner
other than pursuant to the terms contemplated by this Agreement; except to the extent such
information 


          		        (i)       
               was or becomes generally available to the public other than as a result of a
               disclosure by such Bank, or 



               


          		        (ii)       
               was or becomes available on a non-confidential basis from a source other than
               the Company, provided that such source is not bound by a confidentiality
               agreement with the Company known to such Bank; provided further, however, that
               any Bank may disclose such information 



               


          		        (A)       
               at the request or pursuant to any requirement of any Governmental Authority to
               which such Bank or its Affiliates are subject or in connection with an
               examination of such Bank or its Affiliates by any such authority; 



               


          		        (B)       
               pursuant to subpoena or other court process, provided that the Company is given
               prompt notice of such subpoena or other process (unless such Bank is legally
               prohibited from giving such notice); 



               


          		        (C)       
               when required to do so in accordance with the provisions of any applicable
               Requirement of Law; 



               


          		        (D)       
               to the extent reasonably required in connection with any litigation or
               proceeding to which any Agent, any Bank or their respective Affiliates may be
               party; 



               


          		        (E)       
               to the extent reasonably required in connection with the exercise of any remedy
               hereunder or under any other Loan Document; and 



               


          		        (F)       
               to such Bank’s independent auditors and other professional advisors as may
               be reasonably required in order for any party to fulfill its obligations,
               provided further, that such auditors or advisors shall be informed of the
               confidentiality requirements of this Agreement. 



               






67 









Notwithstanding the foregoing, the
Company authorizes each Bank to disclose to any Participant or Assignee (each, a
“Transferee”) and to any prospective Transferee or to any actual or
prospective contractual counterparty (or its advisors) to any securitization, hedge or
other derivative transaction, such financial and other information in such Bank’s
possession concerning the Company or its Subsidiaries which has been delivered to the
Administrative Agent or the Banks pursuant to this Agreement or which has been delivered
to the Administrative Agent or the Banks by the Company in connection with the Bank’s
credit evaluation of the Company prior to entering into this Agreement; provided that,
unless otherwise agreed by the Company, such Person agrees in writing to such Bank to keep
such information confidential to the same extent required of the Banks hereunder.
Notwithstanding anything herein to the contrary, any party hereto (and any employee,
representative or other agent of thereof) may disclose to any and all persons, without
limitation of any kind, the U.S. federal income tax treatment and the U.S. federal income
tax structure of the transactions contemplated hereby and all materials of any kind
(including opinions or other tax analyses) that are provided to it relating to such tax
treatment and tax structure. However, no disclosure of any information relating to such
tax treatment or tax structure may be made to the extent nondisclosure is reasonably
necessary in order to comply with applicable securities laws. 


        Section
10.10.   Set-off.   In addition to any rights and remedies of the Banks provided by
law, if an Event of Default has occurred and is continuing, each Bank is authorized at any
time and from time to time, without prior notice to the Company, any such notice being
waived by the Company to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final) at any time held
by, and other indebtedness at any time owing to, such Bank or any of its Affiliates to or
for the credit or the account of the Company against any and all Obligations owing to such
Bank or Affiliate, now or hereafter existing, irrespective of whether or not the
Administrative Agent or such Bank shall have made demand under this Agreement or any Loan
Document and although such Obligations may be contingent or unmatured. Each Bank agrees
promptly to notify the Company and the Agent after any such set-off and application made
by such Bank or Affiliate; provided, however, that the failure to give such notice shall
not affect the validity of such set-off and application. The rights of each Bank under
this Section 10.10 are in addition to the other rights and remedies (including other
rights of set-off) which the Bank may have.  






68 









        Section
10.11.   Notification of Addresses, Lending Offices,
Etc.   Each Bank shall notify the Administrative Agent in writing of any changes in
the address to which notices to the Bank should be directed, of addresses of its Offshore
Lending Office, of payment instructions in respect of all payments to be made to it
hereunder and of such other administrative information as the Agent shall reasonably
request. 


        Section
10.12.   Counterparts.   This Agreement may be executed by one or more of the parties
to this Agreement in any number of separate counterparts, each of which, when so executed,
shall be deemed an original, and all of said counterparts taken together shall be deemed
to constitute but one and the same instrument. A set of the copies of this Agreement
signed by all the parties shall be lodged with the Company and the Administrative Agent. 


        Section
10.13.   Severability.   The illegality or unenforceability of any provision of this
Agreement or any instrument or agreement required hereunder shall not in any way affect or
impair the legality or enforceability of the remaining provisions of this Agreement or any
instrument or agreement required hereunder. 


        Section
10.14.   No Third Parties Benefited.   This Agreement is made and
entered into for the sole protection and legal benefit of the Company, the Banks and the
Agents, and their permitted successors and assigns, and no other Person shall be a direct
or indirect legal beneficiary of, or have any direct or indirect cause of action or claim
in connection with, this Agreement or any of the other Loan Documents. No Agent or Bank
shall have any obligation to any Person not a party to this Agreement or other Loan
Documents. 


        Section
10.15.   Time.   Time is of the essence as to each term or provision of this Agreement
and each of the other Loan Documents. 


        Section
10.16.   Governing Law and Jurisdiction.   (a)  THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK;
PROVIDED THAT THE AGENTS AND THE BANKS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. 


            (b)       
          ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT AND ANY OTHER LOAN
          DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED
          STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF
          THIS AGREEMENT, EACH OF THE COMPANY, THE AGENTS AND THE BANKS CONSENTS, FOR
          ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF
          THOSE COURTS. EACH OF THE COMPANY, THE AGENTS AND THE BANKS IRREVOCABLY WAIVES
          ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
          GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
          BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS
          AGREEMENT OR ANY DOCUMENT RELATED HERETO. THE COMPANY, THE AGENTS AND THE BANKS
          EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH
          MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW. 





69 









        Section
10.17.   Waiver of Jury Trial.   THE COMPANY, THE BANKS AND THE
AGENTS EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN
DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING
OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR
PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE COMPANY,
THE BANKS AND THE AGENTS EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED
BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE
THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS
TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO
CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR
ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. 


        Section
10.18.   Entire Agreement.   This Agreement, together with the other Loan
Documents and the Fee Letters, embodies the entire agreement and understanding among the
Company, the Banks and the Agents, and supersedes all prior or contemporaneous agreements
and understandings of such Persons, verbal or written, relating to the subject matter
hereof and thereof. 


        Section
10.19.   USA PATRIOT Act Notice.   Each Bank that is
subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and
not on behalf of any Bank) hereby notifies the Company that pursuant to the requirements
of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
(the “Act”), it is required to obtain, verify and record information that
identifies the Company, which information includes the name and address of the Company and
other information that will allow such Bank or the Administrative Agent, as applicable, to
identify the Company in accordance with the Act.  






70 










        IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their proper and duly authorized officers as of the day and year first above
written. 





	 	GENERAL MILLS, INC.
	 
	    	By:    	/s/   David B. Van Benschoten 

	 	 	Name:   David B. Van Benschoten
Title:     Vice President and Treasurer 
	 
	 	Address for notices: 
	 	P.O. Box 1113
Minneapolis, Minnesota 55440-1113
Attn: Vice President, Treasurer
Facsimile: 763-764-7384 
	 
	 	If by courier delivery: 
	 	Number One General Mills Boulevard
Minneapolis, Minnesota  55426 


























	 	JPMORGAN CHASE BANK, N.A.,
     as Administrative Agent and as a Bank 
	 
	    	By:    	/s/   Thomas T. Hou 

	 	 	Name:   Thomas T. Hou
Title:     Vice President
	 
	 	Address for notices: 
	 	270 Park Avenue
New York, NY  10017
Attn:   Thomas T. Hou
Facsimile:   212-270-6637 
	 
	 	With a copy to: 
	 	Jennifer A. Anyigbo
JPMorgan Chase Bank, N.A.
Loan & Agency Services
1111 Fannin Street, Floor 10
Houston, TX 77002-6925
Facsimile:   713-750-2782 






















	 	CITICORP USA, INC. 
	 
	    	By:    	/s/   Carolyn Kee 

	 	 	Name:   Carolyn Kee

Title:     Vice President 
	 





























	 	BANK OF AMERICA, N.A. 
	 
	    	By:    	/s/   David L. Catherall 

	 	 	Name:   David L. Catherall

Title:     Vice President 
	 



























	 	BARCLAYS BANK PLC 
	 
	    	By:    	/s/   David Barton 

	 	 	Name:   David Barton

Title:     Associate Director 
	 




























	 	DEUTSCHE BANK AG NEW YORK BRANCH   
	 
	    	By:    	/s/   Frederick W. Laird 

	 	 	Name:   Frederick W. Laird

Title:     Managing Director 
	 
	    	By:    	/s/   Ming K. Chu 

	 	 	Name:   Ming K. Chu

Title:     Vice President 
	 





















	 	WELLS FARGO BANK, NATIONAL ASSOCIATION  
	 
	    	By:    	/s/   Jacqueline Ryan 

	 	 	Name:   Jacqueline Ryan

Title:     Vice President 
	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION  
	 
	    	By:    	/s/   Edward B. Hanson 

	 	 	Name:   Edward B. Hanson

Title:     Assistant Vice President 




















	 	CALYON NEW YORK BRANCH 
	 
	    	By:    	/s/   Lee E. Greve 

	 	 	Name:   Lee E. Greve

Title:     Managing Director 
	 
	    	By:    	/s/   Thomas P. Gillis 

	 	 	Name:   Thomas P. Gillis

Title:     Managing Director 





















	 	CREDIT SUISSE, Cayman Islands Branch 
	 
	    	By:    	/s/   Karl Studer 

	 	 	Name:   Karl Studer

Title:     Director 
	 
	    	By:    	/s/   Yvonne Guntlin 

	 	 	Name:   Yvonne Guntlin

Title:     Assistant Vice President 






















	 	LEHMAN BROTHERS COMMERCIAL BANK 
	 
	    	By:    	/s/   George Janes 

	 	 	Name:   George Janes

Title:     Chief Credit Officer 
	 




























	 	MERRILL LYNCH BANK USA 
	 
	    	By:    	/s/   Louis Alder 

	 	 	Name:   Louis Alder

Title:     Director 
	 




























	 	MORGAN STANLEY BANK 
	 
	    	By:    	/s/   Daniel Twenge 

	 	 	Name:   Daniel Twenge

Title:     Vice President 
	 




























	 	THE BANK OF TOKYO-MITSUBISHI, LTD., 
CHICAGO BRANCH 
	 
	    	By:    	/s/   Tsuguyuki Umene 

	 	 	Name:   Tsuguyuki Umene

Title:     Deputy General Manager 
	 




























	 	U.S. BANK NATIONAL ASSOCIATION 
	 
	    	By:    	/s/   Karen Weathers 

	 	 	Name:   Karen Weathers

Title:     Vice President 
	 




























	 	WILLIAM STREET COMMITMENT CORPORATION
(Recourse only to assets of
William Street Commitment Corporation) 
	 
	    	By:    	/s/   Mark Walton 

	 	 	Name:   Mark Walton

Title:     Assistant Vice President 
	 





























	 	BNP PARIBAS 
	 
	    	By:    	/s/   Jo Ellen Bender 

	 	 	Name:   Jo Ellen Bender

Title:     Managing Director 
	 
	    	By:    	/s/   Gaye Plunkett 

	 	 	Name:   Gaye Plunkett

Title:     Vice President 





















	 	MELLON BANK 
	 
	    	By:    	/s/   Robert J. Mitchell, Jr. 

	 	 	Name:   Robert J. Mitchell, Jr.

Title:     First Vice President 
	 




























	 	MIZUHO CORPORATE BANK, LTD. 
	 
	    	By:    	/s/   Robert Gallagher 

	 	 	Name:   Robert Gallagher

Title:     Senior Vice President 
	 




























	 	COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
“RABOBANK INTERNATIONAL”
NEW YORK BRANCH 
	 
	    	By:    	/s/   John L. Church 

	 	 	Name:   John L. Church

Title:     Executive Director 
	 
	    	By:    	/s/   Rebecca Morrow 

	 	 	Name:   Rebecca Morrow

Title:     Executive Director 





















	 	SUMITOMO MITSUI BANKING CORPORATION   
	 
	    	By:    	/s/   Yoshihiro Hyakutome 

	 	 	Name:   Yoshihiro Hyakutome

Title:     Joint General Manager 
	 



























	 	SUNTRUST BANK 
	 
	    	By:    	/s/   Michael F. Lapresi 

	 	 	Name:   Michael F. Lapresi

Title:     Managing Director 
	 




























	 	THE BANK OF NEW YORK 
	 
	    	By:    	/s/   Walter C. Parelli 

	 	 	Name:   Walter C. Parelli

Title:     Vice President 
	 




























	 	ABN AMRO BANK N.V. 
	 
	    	By:    	/s/   Terrence Ward 

	 	 	Name:   Terrence Ward

Title:     Managing Director 
	 
	    	By:    	/s/   Jorgen de Vries 

	 	 	Name:   Jorgen de Vries

Title:     Assistant Vice President 





















	 	AUSTRALIA AND NEW ZEALAND 
BANKING GROUP LIMITED 
	 
	    	By:    	/s/   John W. Wade 

	 	 	Name:   John W. Wade

Title:     Director 
	 




























	 	BANCO SANTANDER CENTRAL HISPANO, S.A. 
	 
	    	By:    	/s/   Ignacio Campillo 

	 	 	Name:   Ignacio Campillo

Title:     Executive Director 
	 
	    	By:    	/s/   Jose Castelló 

	 	 	Name:   Jose Castelló

Title:     Executive Vice President 





















	 	NATIONAL AUSTRALIA BANK 
	 
	    	By:    	/s/   Scott Tuhy 

	 	 	Name:   Scott Tuhy

Title:     Director 
	 




























	 	ROYAL BANK OF CANADA    
	 
	    	By:    	/s/   Howard Lee 

	 	 	Name:   Howard Lee

Title:     Authorized Signatory 
	 




























	 	SOCIETE GENERALE 
	 
	    	By:    	/s/   Ambrish D. Thanawala 

	 	 	Name:   Ambrish D. Thanawala

Title:     Managing Director 
	 




























	 	STANDARD CHARTERED BANK,
as a Lender 
	 
	    	By:    	/s/   Bert de Guzman 

	 	 	Name:   Bert de Guzman

Title:     Senior Vice President 
	 
	    	By:    	/s/   Robert K. Reddington 

	 	 	Credit Operations 





















	 	WACHOVIA BANK, NATIONAL ASSOCIATION 
	 
	    	By:    	/s/   Denis Waltrich 

	 	 	Name:   Denis Waltrich

Title:     Associate 
	 
































PRICING SCHEDULE 


        The
“Applicable Margin” for Offshore Rate Loans, “Facility Fee
Rate” and “Letter of Credit Rate” for any day are the respective
percentages set forth below in the applicable row and column based upon the Utilization
and Status that exist on such day: 





	

	Status 	  	Level I 	  	Level II 	  	Level III 	  	Level IV 	  	Level V 	  
	

	LIBOR Margin: 
	Utilization less than or equal to 50%	 	0.190%	 	0.230%	 	0.270%	 	0.400%	 	0.625%	 
	Utilization more than 50%	 	0.290%	 	0.330%	 	0.370%	 	0.500%	 	0.725%	 
	

	Facility Fee Rate: 	  	0.060%	 	0.070%	 	0.080%	 	0.100%	 	0.125%	 
	

	Letter of Credit Rate 	  	0.290%	 	0.330%	 	0.370%	 	0.500%	 	0.725%	 
	







        For
purposes of this Schedule, the following terms have the following meanings: 


        “Level
I” status exists at any date if, at such date, the Company’s senior
unsecured long-term debt has ratings that are better than or equal to at least two of the
following three ratings: (i) A by S&P and/or (ii) A2 by Moody’s and/or (iii) A by
Fitch. 


        “Level
II” status exists at any date if, at such date, the Company’s senior
unsecured long-term debt has ratings that are better than or equal to at least two of the
following three ratings: (i) A- by S&P and/or (ii) A3 by Moody’s and/or (iii) A-
by Fitch, and Level I status does not exist. 


        “Level
III” status exists at any date if, at such date, the Company’s senior
unsecured long-term debt has ratings that are better than or equal to at least two of the
following three ratings: (i) BBB+ by S&P and/or (ii) Baa1 by Moody’s and/or (iii)
BBB+ by Fitch, and neither Level I status nor Level II status exists. 


        “Level
IV” status exists at any date if, at such date, the Company’s senior
unsecured long-term debt has ratings that are better than or equal to at least two of the
following three ratings: (i) BBB by S&P and/or (ii) Baa2 by Moody’s and/or (iii)
BBB by Fitch, and none of Level I status, Level II status and Level III status exists. 


        “Level
V” status exists at any date if, at such date, no other Status exists. 


        “Status”
refers to the determination of which of Level I status, Level II status, Level III status,
Level IV status or Level V status exists at any date. 












        “Utilization”
means, at any date, the percentage equivalent of a fraction (i) the numerator of which is
the Total Outstanding Amount (ii) the denominator of which is the Aggregate Revolving
Commitment at such date. If for any reason any Loans or Letter of Credit Liabilities
remain outstanding following the termination of the Revolving Commitments, Utilization
shall be deemed to be 100%. 


        The
credit ratings to be utilized for purposes of this Schedule are those assigned to the
senior unsecured long-term debt securities of the Company without third-party credit
enhancement, and any rating assigned to any other debt security of the Company shall be
disregarded. The rating in effect at any date is that in effect at the close of business
on such date. 



























SCHEDULE 2.01 



	Bank	   Revolving

Commitment
	 
	JPMorgan Chase Bank, N.A.	$97,500,000 
	 
	Citicorp USA, Inc.	$97,500,000 
	 
	Bank of America, N.A.	$72,500,000 
	 
	Barclays Bank PLC	$72,500,000 
	 
	Deutsche Bank AG New York	$72,500,000 
	 
	Wells Fargo Bank, National Association	$72,500,000 
	 
	Calyon New York Branch	$42,500,000 
	 
	Credit Suisse, Cayman Islands Branch	$42,500,000 
	 
	Lehman Brothers Commercial Bank	$42,500,000 
	 
	Merrill Lynch Bank USA	$42,500,000 
	 
	Morgan Stanley Bank	$42,500,000 
	 
	The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch	$42,500,000 
	 
	U.S. Bank National Association	$42,500,000 
	 
	William Street Commitment Corporation	$42,500,000 
	 
	BNP Paribas	$25,000,000 
	 
	Mellon Bank	$25,000,000 
	 
	Mizuho Corporate Bank, Ltd.	$25,000,000 
	Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
	"Rabobank International" New York Branch	$25,000,000 
	 
	Sumitomo Mitsui Banking Corporation	$25,000,000 
	 
	SunTrust Bank	$25,000,000 
	 
	The Bank of New York	$25,000,000 
	 
	ABN AMRO Bank N.V.	$12,500,000 













	Bank	   Revolving

Commitment
	 
	Australia and New Zealand Banking Group Limited	$12,500,000 
	 
	Banco Santander Central Hispano, S.A.	$12,500,000 
	 
	National Australia Bank	$12,500,000 
	 
	Royal Bank of Canada	$12,500,000 
	 
	Societe Generale	$12,500,000 
	 
	Standard Chartered Bank	$12,500,000 
	 
	Wachovia Bank, National Association	$12,500,000 
	 
	Total 	$1,100,000,000  






























EXHIBIT A  


NOTICE OF BORROWING 



Date: _________________ 



	To:  	JPMorgan Chase Bank, N.A., as 

Administrative Agent for the Banks parties to 

the Five-Year Credit Agreement dated as of 

October 21, 2005 (as extended, renewed, 

amended or restated from time to time, the 

“Credit Agreement”) among General Mills, Inc., 

JPMorgan Chase Bank, N.A., as 

Administrative Agent, and certain Banks party 

thereto




Ladies and Gentlemen: 


        The
undersigned General Mills, Inc. (the “Company”) refers to the Credit Agreement,
the terms defined therein being used herein as therein defined, and hereby gives you
notice irrevocably, pursuant to Section 2.03 of the Credit Agreement, of the Borrowing
specified herein: 



	  	1.  	  	The Business Day of the proposed Borrowing is ______________,
200_. 






	  	2.  	  	The aggregate amount of the proposed Borrowing is $_________.







	  	3.  	  	The Borrowing is to be comprised of $______ of [Offshore Rate]
[Base Rate] Loans. 






	  	4.  	  	[If applicable:] The duration of the Interest Period for the
Offshore Rate Loans included in the Borrowing shall be [one week or ___ month(s)]. 

















A-1 











        The
undersigned hereby certifies that the following statement is true on the date hereof, and
will be true on the date of the proposed Borrowing, before and after giving effect thereto
and to the application of the proceeds therefrom: the representations and warranties of
the Company contained in Article 5 of the Credit Agreement are true and correct as though
made on and as of such date (except to the extent such representations and warranties
relate to an earlier date, in which case they are true and correct as of such date). 




	 	GENERAL MILLS, INC.
	 
	    	By:    	   

	    	Title:    	   

	 
	    	By:    	   

	    	Title:    	   
























A-2 













EXHIBIT B  


NOTICE OF CONVERSION/CONTINUATION 



Date: ____________ 



	To:  	JPMorgan Chase Bank, N.A., as Administrative Agent for the Banks 

parties to the Five-Year Credit Agreement dated as of October 21, 2005 

(as extended, renewed, amended or restated from time to time, the “Credit 

Agreement”) among General Mills, Inc., JPMorgan Chase Bank, N.A., as 

Administrative Agent, and certain other Agents and Banks party thereto







Ladies and Gentlemen: 


        The
undersigned, General Mills, Inc., refers to the Credit Agreement, the terms defined
therein being used herein as therein defined, and hereby gives you notice irrevocably,
pursuant to Section 2.04 of the Credit Agreement, of the [conversion] [continuation] of
the Loans specified herein, that: 



        1.       The
date of the [conversion] [continuation] is ______________, 200__. 



        2.       The
aggregate amount of the Loans [converted] is $_________ or [continued] is $__________. 



        3.       The
Loans are to be [converted into] [continued as] [Offshore Rate] [Base Rate] Loans. 



        4.       [If
applicable:] The duration of the Interest Period for the Loans included in the [conversion] [continuation] shall be [ one week or
___ month(s)]. 













B-1 










        The
undersigned hereby certifies that the following statement is true on the date hereof, and
will be true on the date of the proposed [conversion] [continuation], before and after
giving effect thereto and to the application of the proceeds therefrom: the
representations and warranties of the Company contained in Article 5 of the Credit
Agreement are true and correct as though made on and as of such date (except to the extent
such representations and warranties relate to an earlier date, in which case they are true
and correct as of such date). 


	 	GENERAL MILLS, INC.
	 
	    	By:    	   

	    	Title:    	   

	 
	    	By:    	   

	    	Title:    	   






















B-2 












EXHIBIT C 


ASSIGNMENT AND
ASSUMPTION AGREEMENT 


        AGREEMENT
dated as of ________ __, ____ among [NAME OF ASSIGNOR] (the “Assignor”)
and [NAME OF ASSIGNEE] (the “Assignee”). 


        WHEREAS,
this Assignment and Assumption Agreement (the “Agreement”) relates to the
Five-Year Credit Agreement dated as of October 21, 2005 (as amended from time to time, the
“Credit Agreement”) among General Mills, Inc., the Banks party thereto
and JPMorgan Chase Bank, N.A. as Administrative Agent; 


        WHEREAS,
as provided under the Credit Agreement, the Assignor has a Revolving Commitment to make
Loans to the Company in an aggregate principal amount at any time outstanding not to
exceed $____________; 


        WHEREAS,
Loans made to the Company by the Assignor under the Credit Agreement in the aggregate
principal amount of $__________ are outstanding at the date hereof; 


        WHEREAS,
the Assignor has Letter of Credit Liabilities in an aggregate amount of $_________ under
the Credit Agreement at the date hereof; and 


        WHEREAS,
the Assignor proposes to assign to the Assignee all of the rights of the Assignor under
the Credit Agreement in respect of a portion of its Revolving Commitment thereunder in an
amount equal to $__________ (the “Assigned Interest”), together with a
corresponding portion of each of its outstanding Loans and Letter of Credit Liabilities,
and the Assignee proposes to accept such assignment and assume the corresponding
obligations of the Assignor under the Credit Agreement; 


        NOW,
THEREFORE, in consideration of the foregoing and the mutual agreements contained herein,
the parties hereto agree as follows: 


        SECTION
1.   Definitions.   All capitalized terms not otherwise defined herein have the
respective meanings set forth in the Credit Agreement. 


        SECTION
2.   Assignment.   The Assignor hereby assigns and sells to the Assignee all of the
rights of the Assignor under the Credit Agreement to the extent of the Assigned Interest
and a corresponding portion of each of its outstanding Loans and of its Letter of Credit
Liabilities, and the Assignee hereby accepts such assignment from the Assignor and assumes
all of the obligations of the Assignor under the Credit Agreement to the extent of the
Assigned Interest. Upon the execution and delivery hereof by the Assignor and the Assignee
[and the execution of the consent attached hereto by the Company and the Administrative
Agent]1 and the payment of the amounts specified in Section 3 required to be
paid on the date hereof, (i) the Assignee shall, as of the date hereof, succeed to the
rights and be obligated to perform the obligations of a Bank under the Credit Agreement
with a Revolving Commitment in an amount equal to the Assigned Interest and acquire the
rights of the Assignor with respect to a corresponding portion of each of its outstanding
Loans and of its Letter of Credit Liabilities and (ii) the Revolving Commitment of the
Assignor shall, as of the date hereof, be reduced by the Assigned Interest, and the
Assignor shall be released from its obligations under the Credit Agreement to the extent
such obligations have been assumed by the Assignee. The assignment provided for herein
shall be without recourse to the Assignor. 




_________________

        1   Delete if consent is not required. 






C-1 












        SECTION
3.   Payments.   As consideration for the assignment and sale contemplated in Section
2 hereof, the Assignee shall pay to the Assignor on the date hereof in Federal funds the
amount heretofore agreed between them.2 Facility fees accrued before the date
hereof are for the account of the Assignor and such fees accruing on and after the date
hereof with respect to the Assigned Interest are for the account of the Assignee. Each of
the Assignor and the Assignee agrees that if it receives any amount under the Credit
Agreement which is for the account of the other party hereto, it shall receive the same
for the account of such other party to the extent of such other party’s interest
therein and promptly pay the same to such other party. 


        [SECTION
4.   Consent of the Company, the Issuing Banks and the Administrative Agent.   This
Agreement is conditioned upon the consent of the Company, the Issuing Banks and the
Administrative Agent pursuant to Section 10.08 of the Credit Agreement.]3 


        [SECTION
5.   Note.   The Company has agreed to execute and deliver a Note payable to the order
of the Assignee to evidence the assignment and assumption provided for herein.]4 


      SECTION
6.   Representations and Warranties. 


             (a)       
          Assignor. The Assignor represents and warrants that (i) it is the legal
          and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is
          free and clear of any lien, encumbrance or other adverse claim and (iii) it has
          full power and authority, and has taken all action necessary, to execute and
          deliver this Assignment and to consummate the transactions contemplated hereby. 




_________________

        2   Amount should combine
principal together with accrued interest and breakage compensation, if any, to be paid by the Assignee, net of any portion of any
upfront fee to be paid by the Assignor to the Assignee. It may be preferable in an appropriate case to specify these amounts
generically or by formula rather than as a fixed sum. 



        3   Delete
if consent is not required.  



        4   Delete
if execution and delivery of a Note is not required.  






C-2 










             (b)       
          Assignee. The Assignee represents and warrants that (i) it has full power
          and authority and has taken all action necessary, to execute and deliver this
          Assignment and to consummate the transactions contemplated hereby and to become
          a Bank under the Credit Agreement and (ii) it meets all requirements of an
          Eligible Assignee under the Credit Agreement. 


             (c)       
          Limitation. The Assignor makes no representation or warranty in
          connection with, and shall have no responsibility with respect to, the solvency,
          financial condition or statements of the Company, or the validity and
          enforceability of the Company’s obligations under the Credit Agreement or
          any Note. The Assignee acknowledges that it has, independently and without
          reliance on the Assignor, and based on such documents and information as it has
          deemed appropriate, made its own credit analysis and decision to enter into this
          Agreement and will continue to be responsible for making its own independent
          appraisal of the business, affairs and financial condition of the Company. 


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


        SECTION
8.   Counterparts.   This Agreement 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. 


        IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and
delivered by their duly authorized officers as of the date first above written. 


	 	[NAME OF ASSIGNOR] 
	 
	    	By:    	   

	    	Name:    	   
	    	Title:    	   
	 
	 	[NAME OF ASSIGNEE] 
	 
	    	By:    	   

	    	Name:    	   
	    	Title:    	   










C-3 










        The
undersigned consent to the foregoing assignment. 



	 	GENERAL MILLS, INC. 
	 
	    	By:    	   

	    	Name:    	   
	    	Title:    	   
	 
	 	JPMORGAN CHASE BANK, N.A., as
      Administrative Agent and as Issuing Bank
	 
	    	By:    	   

	    	Name:    	   
	    	Title:    	   
	 
	 	[ISSUING BANKS]
	 
	    	By:    	   

	    	Name:    	   
	    	Title:    	   















C-4 









EXHIBIT D  


NOTE 



New York, New York

_________________ __, ______ 




        For
value received, General Mills, Inc., a Delaware corporation (the
“Company”), promises to pay to the order of ______________________ (the
“Bank”), for the account of its applicable Lending Office, the unpaid
principal amount of each Loan made by the Bank to the Company pursuant to the Credit
Agreement referred to below on the Revolving Termination Date provided for in the Credit
Agreement. The Company promises to pay interest on the unpaid principal amount of each
such Loan on the dates and at the rate or rates provided for in the Credit Agreement. All
such payments of principal and interest shall be made in lawful money of the United States
in Federal or other immediately available funds at the office of JPMorgan Chase Bank,
N.A., at 270 Park Avenue, New York, New York 10017. 


        The
date and amount of each Loan made by the Bank and all repayments of the principal thereof
shall be recorded by the Bank and, if the Bank so elects in connection with any transfer
or enforcement hereof, appropriate notations to evidence the foregoing information with
respect to each such Loan then outstanding may be endorsed by the Bank on the schedule
attached hereto, or on a continuation of such schedule attached to and made a part hereof;
provided that the failure of the Bank to make (or any error in making) any such
recordation or endorsement shall not affect the Company’s obligations hereunder or
under the Credit Agreement. 


        This
note is one of the Notes referred to in the Five-Year Credit Agreement dated as of October
21, 2005 among General Mills, Inc., JPMorgan Chase Bank, N.A., as Administrative Agent,
and certain other Agents and Banks party thereto (as the same may be amended from time to
time, the “Credit Agreement”). Terms defined in the Credit Agreement are
used herein with the same meanings. Reference is made to the Credit Agreement for
provisions for the prepayment hereof and the acceleration of the maturity hereof. 


	 	GENERAL MILLS, INC. 
	 
	    	By:    	   

	    	Name:    	   
	    	Title:    	   









D-1 











LOANS AND PAYMENTS OF PRINCIPAL   



	

	 	 	 	 	 	 	 	 	 	 	 	 
	Date 	  	  	Amount of Loan 	  	  	Amount of
Principal Repaid 	  	  	Notation Made By 	  	  
	

	 
	

	 
	

	 
	

	 
	

	 
	

	 
	

	 
	

	 
	

	 
	

	 
	

	 
	

	 
	

	 
	








D-2