AMENDMENT NO. 1 TO FIVE-YEAR CREDIT AGREEMENT
Exhibit 10.2
AMENDMENT NO. 1 TO FIVE-YEAR CREDIT AGREEMENT
AMENDMENT dated as of September 19, 2014 to the Five-Year Credit Agreement dated as of May 23, 2014 (the “Credit Agreement”) among GENERAL MILLS, INC. (the “Company”), the several financial institutions from time to time party thereto (collectively, the “Banks”; individually, a “Bank”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Agent”).
The parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit 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 Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby.
SECTION 2. Amendment. Each of the parties hereto agrees that, effective on the Amendment Effective Date, the Credit Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto.
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 Credit Agreement will be true on and as of the Amendment Effective Date and (ii) no Default or Event of Default will have occurred and be continuing on such date.
SECTION 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
SECTION 5. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed signature page hereto by facsimile or electronic transmission (e.g., “pdf” or “tif”) shall be as effective as delivery of a manually executed counterpart hereof.
SECTION 6. Effect of Amendment; Reaffirmation. This Amendment shall constitute a Loan Document. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Bank or the Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan Documents. Without limiting the foregoing, the Company acknowledges and agrees that each Loan Document to which it is a party is hereby confirmed and ratified and shall remain in full force and effect according to its respective terms.
SECTION 7. Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) the Agent shall have received from each of the Company and Banks comprising the Majority Banks a counterpart hereof signed by such party.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
| GENERAL MILLS, INC. | JPMORGAN CHASE BANK, N.A., | |||||||||
| As Administrative Agent and as a Bank | ||||||||||
| By: | /s/ Marie Pillai | |||||||||
| Name: Marie Pillai | By: | /s/ Tony Yung | ||||||||
| Title: Vice President | Name: Tony Yung | |||||||||
| Title: Executive Director | ||||||||||
| Bank of America, N.A. | Barclays Bank PLC | |||||||||
| By: | /s/ David L. Catherall | By: | /s/ Ronnie Glenn | |||||||
| Name: David L. Catherall | Name: Ronnie Glenn | |||||||||
| Title: Managing Director | Title: Vice President | |||||||||
| Citibank, N.A. | CREDIT SUISEE AG, CAYMAN ISLANDS | |||||||||
| BRANCH | ||||||||||
| By: | /s/ Nicholas Pateros | |||||||||
| Name: Nicholas Pateros | By: | /s/ Michael Spaight | ||||||||
| Title: Vice President | Name: Michael Spaight | |||||||||
| Title: Authorized Signatory | ||||||||||
| By: | /s/ Stanley Tran | |||||||||
| Name: Stanley Tran | ||||||||||
| Title: Authorized Signatory | ||||||||||
| GOLDMAN SACHS BANK USA | MORGAN STANLEY BANK N.A. | |||||||||
| By: | /s/ Michelle Latzoni | By: | /s/ John Durland | |||||||
| Name: Michelle Latzoni | Name: John Durland | |||||||||
| Title: Authorized Signatory | Title: Authorized Signatory | |||||||||
| U.S. BANK NATIONAL ASSOCIATION | SANTANDER BANK, N.A., | |||||||||
| As a Bank | ||||||||||
| By: | /s/ William Maag | |||||||||
| By: | /s/ Mila Yakovlev | Name: William Maag | ||||||||
| Name: Mila Yakovlev | Title: Managing Director | |||||||||
| Title: Vice President | ||||||||||
| Société Générale | Sumitomo Mitsui Banking Corporation | |||||||||
| By: | /s/ Yao Wang | By: | /s/ David W. Kee | |||||||
| Name: Yao Wang | Name: David W. Kee | |||||||||
| Title: Director | Title: Managing Director | |||||||||
| THE BANK OF NEW YORK MELLON | The Bank of Yokyo-Mitsubishi UFJ, Ltd. | |||||||||
| By: | /s/ John T. Smathers | By: | /s/ Christine Howatt | |||||||
| Name: John T. Smathers | Name: Christine Howatt | |||||||||
| Title: First Vice President | Title: Authorized Signatory | |||||||||
| WELLS FARGO BANK, NATIONAL | AGFIRST FARM CREDIT BANK | |||||||||
| ASSOCIATION | ||||||||||
| By: | /s/ Steven J. O’Shea | |||||||||
| By: | /s/ Daniel R. Van Aken | Name: Steven J. O’Shea | ||||||||
| Name: Daniel R. Van Aken | Title: Vice President | |||||||||
| Title: Director | ||||||||||
| Bank of China, New York Branch | ICICI Bank Limited, New York Branch, as a | |||||||||
| Bank | ||||||||||
| By: | /s/ Haifeng Xu | |||||||||
| Name: Haifeng Xu | By: | /s/ Akashdeep Sarpal | ||||||||
| Title: Executive Vice President | Name: Akashdeep Sarpal | |||||||||
| Title: Joint General Manager | ||||||||||
| NATIONAL AUSTRALIA BANK LIMITED | Standard Chartered Bank | |||||||||
| By: | /s/ Marcio Borkol | By: | /s/ Felipe Macia | |||||||
| Name: Marcio Borkol | Name: Felipe Macia A2789 | |||||||||
| Title: Director | Title: Managing Director | |||||||||
| Syndications, Americas | ||||||||||
| By: | /s/ Hsing H. Huang | |||||||||
| Name: Hsing H. Huang | ||||||||||
| Title: Associate Director | ||||||||||
| Standard Chartered Bank NY | ||||||||||
EXHIBIT A
Amendments to Credit Agreement
SECTION 6.06. Payment of Obligations. The Company shallwill, and shallwill cause each of its Material Subsidiaries to, pay and discharge as the same shall become due and payable, all their respectiveits obligations and liabilities, including:
(a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same arethat, collectively or individually, if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings and, (b) the Company or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP are being maintained by the Company or suchand (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Subsidiary;Adverse Effect.
(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.
