Exhibit 10.1 to General Mills, Inc. Form 8-K dated October 21, 2005







Exhibit 10.1


EXECUTION COPY 











364-DAY 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 	 	15	 
	Section 1.03.	 	Accounting Principles 	 	16	 
	 
	ARTICLE 2
THE CREDIT
	 
	Section 2.01.	 	The Revolving Credit 	 	17 
	Section 2.02.	 	Registry 	 	17 
	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 	 	20 
	Section 2.07.	 	Repayment 	 	20 
	Section 2.08.	 	Interest 	 	20 
	Section 2.09.	 	Fees 	 	21 
	Section 2.10.	 	Computation of Fees and Interest 	 	22 
	Section 2.11.	 	Payments by the Company 	 	22 
	Section 2.12.	 	Payments by the Banks to the Agent 	 	23 
	Section 2.13.	 	Sharing of Payments, Etc. 	 	24 
	Section 2.14.	 	Increased Commitments; Additional Banks 	 	24 
	 
	ARTICLE 3
TAXES, YIELD PROTECTION AND ILLEGALITY 
	 
	Section 3.01.	 	Taxes 	 	26 
	Section 3.02.	 	Illegality 	 	28 
	Section 3.03.	 	Increased Costs and Reduction of Return 	 	29 
	Section 3.04.	 	Funding Losses 	 	30 
	Section 3.05.	 	Inability to Determine Rates 	 	31 
	Section 3.06.	 	Certificates of Banks 	 	31 
	Section 3.07.	 	Substitution of Banks 	 	31 
	Section 3.08.	 	Survival 	 	31 








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	ARTICLE 4
CONDITIONS PRECEDENT
	 
	Section 4.01.	 	Conditions of Closing Date 	 	32	 
	Section 4.02.	 	Conditions to All Borrowings 	 	33 
	 
	ARTICLE 5
REPRESENTATIONS AND WARRANTIES 
	 
	Section 5.01.	 	Existence and Power 	 	34 
	Section 5.02.	 	Corporate Authorization; No Contravention 	 	34 
	Section 5.03.	 	Governmental Authorization 	 	35 
	Section 5.04.	 	Binding Effect 	 	35 
	Section 5.05.	 	Litigation 	 	35 
	Section 5.06.	 	No Default 	 	35 
	Section 5.07.	 	ERISA 	 	35 
	Section 5.08.	 	Use of Proceeds; Margin Regulations 	 	36 
	Section 5.09.	 	Title to Properties 	 	36 
	Section 5.10.	 	Taxes 	 	36 
	Section 5.11.	 	Environmental Matters 	 	37 
	Section 5.12.	 	Regulated Entities 	 	37 
	Section 5.13.	 	Copyrights, Patents, Trademarks and Licenses, Etc. 	 	37 
	Section 5.14.	 	Financial Information 	 	37 
	 
	ARTICLE 6
AFFIRMATIVE COVENANTS 
	 
	Section 6.01.	 	Financial Statements 	 	38 
	Section 6.02.	 	Certificates; Other Information 	 	39 
	Section 6.03.	 	Notices 	 	39 
	Section 6.04.	 	Preservation of Corporate Existence, Etc. 	 	41 
	Section 6.05.	 	Insurance 	 	41
	Section 6.06.	 	Payment of Obligations 	 	41 
	Section 6.07.	 	Compliance with Laws 	 	42 
	Section 6.08.	 	Inspection of Property and Books and Records 	 	42 
	Section 6.09.	 	Use of Proceeds 	 	42 
	 
	ARTICLE 7
NEGATIVE COVENANTS 
	 
	Section 7.01.	 	Limitation on Liens 	 	42 
	Section 7.02.	 	Disposition of Assets; Consolidations and Mergers 	 	44 
	Section 7.03.	 	Pari Passu Ranking 	 	45 
	Section 7.04.	 	Transactions with Affiliates 	 	45 
	Section 7.05.	 	Margin Stock 	 	45 
	Section 7.06.	 	Ratio of Earnings to Fixed Charges 	 	46 
	Section 7.07.	 	Payments by Material Subsidiaries 	 	46 







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	ARTICLE 8
EVENTS OF DEFAULT 
	 
	Section 8.01.	 	Event of Default 	 	46	 
	Section 8.02.	 	Remedies 	 	48 
	Section 8.03.	 	Rights Not Exclusive 	 	49 
	 
	ARTICLE 9
THE AGENTS
	 
	Section 9.01.	 	Appointment and Authorization 	 	49 
	Section 9.02.	 	Delegation of Duties 	 	49 
	Section 9.03.	 	Liability of Administrative Agent 	 	50 
	Section 9.04.	 	Reliance by Agent 	 	50 
	Section 9.05.	 	Notice of Default 	 	51 
	Section 9.06.	 	Credit Decision 	 	51 
	Section 9.07.	 	Indemnification 	 	52 
	Section 9.08.	 	Administrative Agent in Individual Capacity 	 	53 
	Section 9.09.	 	Successor Administrative Agent 	 	53 
	Section 9.10.	 	Other Agents 	 	53 
	 
	ARTICLE 10
MISCELLANEOUS 
	 
	Section 10.01.	 	Amendments and Waivers 	 	54 
	Section 10.02.	 	Notices 	 	54 
	Section 10.03.	 	No Waiver; Cumulative Remedies 	 	55 
	Section 10.04.	 	Costs and Expenses 	 	55 
	Section 10.05.	 	Indemnity 	 	56 
	Section 10.06.	 	Marshalling; Payments Set Aside 	 	57 
	Section 10.07.	 	Successors and Assigns 	 	57 
	Section 10.08.	 	Assignments, Participations, Etc. 	 	58 
	Section 10.09.	 	Confidentiality 	 	60 
	Section 10.10.	 	Set-off 	 	61 
	Section 10.11.	 	Notification of Addresses, Lending Offices, Etc. 	 	62 
	Section 10.12.	 	Counterparts 	 	62 
	Section 10.13.	 	Severability 	 	62 
	Section 10.14.	 	No Third Parties Benefited 	 	62 
	Section 10.15.	 	Time 	 	62 
	Section 10.16.	 	Governing Law and Jurisdiction 	 	62 
	Section 10.17.	 	Waiver of Jury Trial 	 	63 
	Section 10.18.	 	Entire Agreement 	 	63 
	Section 10.19.	 	USA PATRIOT Act Notice 	 	63 








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 












364-DAY CREDIT AGREEMENT 



        This 364-DAY 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 2.14, 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. 



        “Bankruptcy
Code” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. § 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 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 ; (b) any Affiliate of a Bank; (c) any Approved Fund; and (d) any other Person (other
than a natural Person) approved by (i) the Administrative Agent, and (ii) 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. 



        “Final Maturity
Date” means the first anniversary of the Revolving Termination Date, or if such date is not a Business Day, the next
preceding Business Day. 



        “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 Final Maturity Date.  










8 










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



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



        “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. 



        “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 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. 






9 










        “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 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. 



        “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. 






10 










        “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 







	  	        (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. 








11 










        “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). 



        “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.







12 










        “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). 



        “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. 






13 










        “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 2.14, 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, 2006; 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. 



        “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 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. 



        “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. 






14 










        “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. 



        “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. 






15 










        (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. 



        (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. 






16 











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 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. 



        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. 






17 










        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 







	  	        (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. 





18 











        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). 







        (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. 






19 










        (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. 




        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 Final Maturity Date
the aggregate principal amount of the Loans outstanding on the Final Maturity 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.  






20 










        (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%. 



        (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 Final Maturity 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 Final Maturity Date, with the final payment to be made on the Final
Maturity 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)       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. 






21 










        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 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.  






22 










        (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. 



        (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.  






23 










        (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, 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 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 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.   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”). 



        (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 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. 






24 










        (c)       Any
increase in the Revolving Commitments pursuant to this Section 2.14 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 2.14, together
with the increases in the “Aggregate Revolving Commitments” made pursuant to Section 2.15 of the Five-Year 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 2.14 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. 



        (e)       Upon
any increase in the Aggregate Revolving Commitments pursuant to this Section 2.14, 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. 





25 











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. 



        (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. 










26 










        (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 2.14 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; 







	  	        (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.











27 










        (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. 







        (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.  






28 










        (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. 



        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, 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.  






29 











        (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 (including any
determination by any such central bank or other Governmental Authority that for purposes of Capital Adequacy Regulations, the
Revolving Commitments do not constitute commitments with an original maturity of one year or less), 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, 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; 



        (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 




30 











        (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.  



        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.  






31 










ARTICLE 4

CONDITIONS PRECEDENT  



        Section
4.01.   Conditions of Closing Date.   The obligation of each Bank to make its initial Loan
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,
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; 







        (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; 





32 











        (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. 



        Section
4.02.   Conditions to All Borrowings.   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 is subject to the
satisfaction of the following conditions precedent on the relevant borrowing, 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 or a Notice of Continuation/Conversion, 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, continuation or conversion date with the same effect as if made
on and as of such borrowing, 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). 







33 











Each Notice of Borrowing and Notice of Continuation/ Conversion 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 



        (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 





34 











        (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




        (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.






35 











        (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 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.  



        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.  






36 










        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.  



        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).






37 










ARTICLE 6

AFFIRMATIVE COVENANTS  



        The Company covenants and
agrees that, so long as any Bank shall have any Revolving Commitment 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 



        (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. 






38 










        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; 



        (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; 






39 










        (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. 







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.







40 










        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; 



        (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. 






41 










        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 proceeds of the Loans solely for general
corporate purposes but not in contravention of any Requirement of Law.  



ARTICLE 7

NEGATIVE COVENANTS  



        The Company hereby covenants
and agrees that, so long as any Bank shall have any Revolving Commitment 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; 





42 











        (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; 



        (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; 




43 











        (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:
 



        (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 






44 










        (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.  



        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.  





45 










        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 (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 



        (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 






46 











        (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 



        (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 





47 











        (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 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 to be terminated, whereupon
such Revolving Commitments 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: 



	  	        (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 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 to be terminated, whereupon such Revolving Commitments shall forthwith be
terminated; 





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        (b)       declare
the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon 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 shall automatically terminate and the unpaid principal amount of all
outstanding Loans 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.   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.  






49 










        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 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, contained in this Agreement 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 or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement 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 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. 





50 









        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 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.  






51 










        Section
9.07.   Indemnification.   The Banks shall indemnify upon demand the Administrative
Agent-Related Persons (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 such Person any way relating to or arising out of this Agreement 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 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 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.  





52 










        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.  



        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.  






53 










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 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:  



        (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; 



        (c)       reduce
the principal of, or the rate of interest specified herein on any Loan, 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.  




54 










        (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 pursuant to
Article 2 or 9 shall not be effective until actually received by it. 



        (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 






55 










        (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 other Loan Document, and any such other documents,
including Attorney Costs incurred by the Administrative Agent and any Bank 



        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 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 or the Loans 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.







56 










        (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. 



        (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).  






57 










        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 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 and the Loans at the time
owing to it or in the case of an 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 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 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 and/or the Loans 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. 




58 










        (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.





59 










        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 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; 









60 










	  	        (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. 







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.  





61 










        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. 




62 











        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.  





63 











        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 and “Facility Fee 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%	 	0.210%	 	0.250%	 	0.290%	 	0.420%	 	0.650%	 
	Utilization more than 50%	 	0.310%	 	0.350%	 	0.390%	 	0.520%	 	0.750%	 
	

	Facility Fee Rate: 	  	0.040%	 	0.050%	 	0.060%	 	0.080%	 	0.100%	 
	








        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. 






_________________

        *  LIBOR Margin will increase by 0.125% if any Loans are outstanding
after the Revolving Termination Date.













        “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 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	 
	 
	Citibank, N.A.	 	 	$	    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 364-Day 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 364-Day 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 364-Day 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
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 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 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 (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, and the Administrative Agent.   This Agreement is conditioned
upon the consent of the Company 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 
	 
	    	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 Final Maturity 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 364-Day 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