HEREUNDER SHALL BE IN WRITING AND
SHALL BE MAILED, HAND DELIVERED OR TELECOPIED AND CONFIRMED TO THE PARTIES
HERETO AS FOLLOWS:
If to the Initial Purchaser:
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York
10036
Facsimile:
212-761-0316
Attention:
Ken Pott
with a copy to:
Davis Polk & Wardwell
450 Lexington Ave.
New York, New York 10017
Facsimile:
212-450-4800
Attention:
Winthrop B. Conrad, Jr.
If to the Company:
General Mills, Inc.
Number One General Mills Blvd.
Minneapolis, Minnesota 55426
Facsimile:
763-764-3302
Attention:
General Counsel
with a copy to:
General Mills, Inc.
Treasury Department
Number One General Mills Blvd.
Minneapolis, Minnesota 55426
Facsimile:
763-764-7384
Attention:
Treasurer
Any party hereto may change the address for receipt of communications by giving
written notice to the others.
SECTION 14.
SUCCESSORS.
THIS AGREEMENT WILL INURE TO THE BENEFIT OF AND BE
BINDING UPON THE PARTIES HERETO AND TO THE BENEFIT OF THE EMPLOYEES, AGENTS,
OFFICERS AND DIRECTORS AND CONTROLLING PERSONS REFERRED TO IN SECTION 8 AND
SECTION 9, AND IN EACH CASE THEIR RESPECTIVE
19
SUCCESSORS, AND NO OTHER PERSON WILL HAVE ANY RIGHT OR OBLIGATION HEREUNDER.
THE TERM "SUCCESSORS" SHALL NOT INCLUDE ANY PURCHASER OF THE NOTES AS SUCH FROM
THE INITIAL PURCHASER MERELY BY REASON OF SUCH PURCHASE.
SECTION 15.
PARTIAL UNENFORCEABILITY.
THE INVALIDITY OR UNENFORCEABILITY OF
ANY SECTION, PARAGRAPH OR PROVISION OF THIS AGREEMENT SHALL NOT AFFECT THE
VALIDITY OR ENFORCEABILITY OF ANY OTHER SECTION, PARAGRAPH OR PROVISION HEREOF.
IF ANY SECTION, PARAGRAPH OR PROVISION OF THIS AGREEMENT IS FOR ANY REASON
DETERMINED TO BE INVALID OR UNENFORCEABLE, THERE SHALL BE DEEMED TO BE MADE SUCH
MINOR CHANGES (AND ONLY SUCH MINOR CHANGES) AS ARE NECESSARY TO MAKE IT VALID
AND ENFORCEABLE.
SECTION 16.
GOVERNING LAW PROVISIONS.
THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.
SECTION 17.
GENERAL PROVISIONS.
THIS AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT OF THE PARTIES TO THIS AGREEMENT AND SUPERSEDES ALL PRIOR WRITTEN OR
ORAL AND ALL CONTEMPORANEOUS ORAL AGREEMENTS, UNDERSTANDINGS AND NEGOTIATIONS
WITH RESPECT TO THE SUBJECT MATTER HEREOF.
THIS AGREEMENT MAY BE EXECUTED IN
TWO OR MORE COUNTERPARTS, EACH ONE OF WHICH SHALL BE AN ORIGINAL, WITH THE SAME
EFFECT AS IF THE SIGNATURES THERETO AND HERETO WERE UPON THE SAME INSTRUMENT.
THIS AGREEMENT MAY NOT BE AMENDED OR MODIFIED UNLESS IN WRITING BY ALL OF THE
PARTIES HERETO.
THE SECTION HEADINGS HEREIN ARE FOR THE CONVENIENCE OF THE
PARTIES ONLY AND SHALL NOT AFFECT THE CONSTRUCTION OR INTERPRETATION OF THIS
AGREEMENT.
Each of the parties hereto acknowledges that it is a sophisticated business
person who was adequately represented by counsel during negotiations regarding
the provisions hereof, including, without limitation, the indemnification
provisions of Section 8 and the contribution provisions of Section 9, and is
fully informed regarding said provisions.
Each of the parties hereto further
acknowledges that the provisions of Sections 8 and 9 hereto fairly allocate the
risks in light of