Exhibit 10.1 to General Mills, Inc. Form 8-K dated October 9, 2007









Exhibit 10.1


 


AMENDMENT NO. 1 TO FIVE-YEAR CREDIT AGREEMENT


 


AMENDMENT dated as of October 9, 2007 to the Five-Year Credit Agreement dated as of October 21, 2005 (the “Agreement”) among GENERAL MILLS, INC., a Delaware corporation (the “Company”), the several financial institutions from time to time party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Agent”).


W I T N E S S E T H :


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


NOW, THEREFORE, the parties hereto agree as follows:


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


SECTION 2. Amendments. (a) The definitions of “Material Adverse Effect” and “Ratio of Earnings to Fixed Charges” in Section 1.01 are amended to read as follows:


“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 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.


“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 27, 2007. For purposes of computing this ratio, earnings represent earnings before income taxes and after-tax 


 










earnings of joint ventures, distributed income of equity investees, fixed charges, and amortization of capitalized interest, net of interest capitalized. Fixed charges represent gross interest expense (excluding interest on taxes) and subsidiary preferred distributions to minority interest holders, plus one-third (the proportion deemed representative of the interest factor) of rent expense.





	
             
 	
            (b)
 	
            The last sentence of Section 5.10 is amended to read as follows:
 





Except as disclosed in the Company’s annual report on Form 10-K for the fiscal year ended May 27, 2007, there is no tax assessment against the Company or any of its Subsidiaries which, if sustained, would have a Material Adverse Effect.





	
             
 	
            (c)
 	
            The last sentence of Section 6.01 is amended to read as follows:
 





Any financial statement or report required to be delivered pursuant to this Section 6.01 or Section 6.02(b) 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.





	
             
 	
            (d)
 	
            The second sentence of Section 7.06 is amended to read as follows:
 





The Company shall 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 27, 2007 and shall 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 3. Representations of Company. The Company represents and warrants that (i) the representations and warranties of the Company set forth in Article 5 of the Agreement will be true on and as of the Amendment Effective Date and (ii) no Default or Event of Default will have occurred and be continuing on such date.


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


 


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


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


 
















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


 





	
             
 	
            GENERAL MILLS, INC.
 
	 
	
             
 	
            By:
 	
            /s/ Daralyn B. Peifer
 
	
             
 	
            Name:      Daralyn B. Peifer
 
	
             
 	
            Title:        Vice President, Treasurer
 
	 
	 
	
             
 	
            JPMORGAN CHASE BANK, N.A.

as Administrative Agent and as a Bank
 
	 
	
             
 	
            By:
 	
            /s/ Tony Yung
 
	
             
 	
            Name       Tony Yung
 
	
             
 	
            Title:        Vice President
 
	 
	 
	
             
 	
            CITIBANK, N.A.
 
	 
	
             
 	
            By:
 	
            /s/ Kevin A. Ege
 
	
             
 	
            Name:      Kevin A. Ege
 
	
             
 	
            Title:        Vice President
 
	 
	 
	
             
 	
            BANK OF AMERICA, N.A.
 
	 
	
             
 	
            By:
 	
            /s/ David L. Catherall
 
	
             
 	
            Name:      David L. Catherall
 
	
             
 	
            Title:        Senior Vice President
 





 


 


 


 











	
             
 	
            BARCLAYS BANK PLC
 
	 
	
             
 	
            By:
 	
            /s/ Nicholas Bell
 
	
             
 	
            Name:      Nicholas Bell
 
	
             
 	
            Title:        Director
 
	 
	 
	
             
 	
            DEUTSCHE BANK AG NEW YORK BRANCH
 
	 
	
             
 	
            By:
 	
            /s/ Heidi Sandquist
 
	
             
 	
            Name:      Heidi Sandquist
 
	
             
 	
            Title:        Vice President
 
	 
	
             
 	
            By:
 	
            /s/ Ming K. Chu
 
	
             
 	
            Name:      Ming K. Chu
 
	
             
 	
            Title:        Vice President
 
	
             
 	
             
 
	 
	 
	
             
 	
            WELLS FARGO BANK, NATIONAL ASSOCIATION
 
	 
	
             
 	
            By:
 	
            /s/ Allison S. Gelfman
 
	
             
 	
            Name:      Allison S. Gelfman
 
	
             
 	
            Title:        Vice President
 
	 
	 
	
             
 	
            CALYON NEW YORK BRANCH
 
	 
	
             
 	
            By:
 	
            /s/ Blake Wright
 
	
             
 	
            Name:      Blake Wright
 
	
             
 	
            Title:        Managing Director
 
	 
	
             
 	
            By:
 	
            /s/ Greg Hennenfent
 
	
             
 	
            Name:      Greg Hennenfent
 
	
             
 	
            Title:        Director
 
	
             
 	
             
 


            


 


 


 


 










 


 





	
             
 	
            CREDIT SUISSE FIRST BOSTON
 
	 
	
             
 	
            By:
 	
            /s/ Karl Studer
 
	
             
 	
            Name:      Karl Studer
 
	
             
 	
            Title:        Director
 
	 
	
             
 	
            By:
 	
            /s/ Petra Jack
 
	
             
 	
            Name:      Petra Jack
 
	
             
 	
            Title:        Assistant Vice President
 
	
             
 	
             
 
	 
	 
	
             
 	
            LEHMAN BROTHERS COMMERCIAL BANK
 
	 
	
             
 	
            By:
 	
            /s/ Brian McNany
 
	
             
 	
            Name:      Brian McNany
 
	
             
 	
            Title:        Authorized Signatory
 
	 
	 
	
             
 	
            MERRILL LYNCH BANK USA
 
	 
	
             
 	
            By:
 	
            /s/ Louis Alder
 
	
             
 	
            Name:      Louis Alder
 
	
             
 	
            Title:        Director
 
	 
	 
	
             
 	
            MORGAN STANLEY BANK
 
	 
	
             
 	
            By:
 	
            /s/ Daniel Twenge
 
	
             
 	
            Name:      Daniel Twenge
 
	
             
 	
            Title:        Authorized Signatory
 





 


 


 


 











	
             
 	
            THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
 
	 
	
             
 	
            By:
 	
            /s/ Victor Pierzchalski
 
	
             
 	
            Name:      Victor Pierzchalski
 
	
             
 	
            Title:        Vice President & 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:
 
	
             
 	
            Title:
 
	 
	 
	
             
 	
            BNP PARIBAS
 
	 
	
             
 	
            By:
 	
            /s/ Jo Ellen Bender
 
	
             
 	
            Name:      Jo Ellen Bender
 
	
             
 	
            Title:        Managing Director
 
	 
	 
	
             
 	
             
 	
            /s/ Nader Tannous
 
	
             
 	
            Name:      Nader Tannous
 
	
             
 	
            Title:        Director
 
	
             
 	
             
 





 


 


 


 













	
             
 	
            MELLON BANK, N.A.
 
	 
	
             
 	
            By:
 	
            /s/ John T. Smathers
 
	
             
 	
            Name:      John T. Smathers
 
	
             
 	
            Title:        First Vice President
 
	 
	 
	
             
 	
            MIZUHO CORPORATE BANK, LTD.
 
	 
	
             
 	
            By:
 	
            /s/ Raymond Ventura
 
	
             
 	
            Name:      Raymond Ventura
 
	
             
 	
            Title:        Deputy General Manager
 
	 
	 
	
             
 	
            COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
“Rabobank International” New York Branch

	 
	
             
 	
            By:
 	
             
 
	
             
 	
            Name:
 
	
             
 	
            Title:
 
	 
	 
	
             
 	
            SUMITOMO MITSUI BANKING CORPORATION
 
	 
	
             
 	
            By:
 	
            /s/ Yoshihiro Hyakutome
 
	
             
 	
            Name:      Yoshihiro Hyakutome
 
	
             
 	
            Title:        General Manager
 
	 
	 
	
             
 	
            SUNTRUST BANK
 
	 
	
             
 	
            By:
 	
             
 
	
             
 	
            Name:
 
	
             
 	
            Title:
 





 


 


 











	
             
 	
            THE BANK OF NEW YORK
 
	 
	
             
 	
            By:
 	
            /s/ John T. Smathers
 
	
             
 	
            Name:      John T. Smathers
 
	
             
 	
            Title:        Vice President
 
	 
	 
	
             
 	
            ABN AMRO BANK N.V.
 
	 
	
             
 	
            By:
 	
            /s/ Alex Blodi
 
	
             
 	
            Name:      Alex Blodi
 
	
             
 	
            Title:        Managing Director
 
	 
	
             
 	
            By:
 	
            /s/ Marc Brondyke
 
	
             
 	
            Name:      Marc Brondyke
 
	
             
 	
            Title:        Associate
 
	 
	 
	
             
 	
            AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
 
	 
	
             
 	
            By:
 	
             
 
	
             
 	
            Name:
 
	
             
 	
            Title:
 
	 
	 
	
             
 	
            BANCO SANTANDER CENTRAL HISPANO, S.A.
 
	 
	
             
 	
            By:
 	
             
 
	
             
 	
            Name:
 
	
             
 	
            Title:
 





 


 


 












	
             
 	
            NATIONAL AUSTRALIA BANK
 
	 
	
             
 	
            By:
 	
            /s/ Courtney Cloe
 
	
             
 	
            Name:      Courtney Cloe
 
	
             
 	
            Title:        Director
 
	 
	 
	
             
 	
            ROYAL BANK OF CANADA
 
	 
	
             
 	
            By:
 	
             
 
	
             
 	
            Name:
 
	
             
 	
            Title:
 
	 
	 
	
             
 	
            SOCIETE GENERALE
 
	 
	
             
 	
            By:
 	
            /s/ Kimberly A. Metzger
 
	
             
 	
            Name:      Kimberly A. Metzger
 
	
             
 	
            Title:        Director
 
	 
	 
	
             
 	
            STANDARD CHARTERED BANK
 
	 
	
             
 	
            By:
 	
            /s/ John S. Hutchins
 
	
             
 	
            Name:      John S. Hutchins
 
	
             
 	
            Title:        Managing Director
 
	 
	 
	
             
 	
            WACHOVIA BANK, NATIONAL ASSOCIATION
 
	 
	
             
 	
            By:
 	
             
 
	
             
 	
            Name:
 
	
             
 	
            Title: