AMENDMENT NO. 1 TO THREE-YEAR CREDIT AGREEMENT

EX-10.32 3 d356836dex1032.htm AMENDMENT NO. 1 TO THREE-YEAR CREDIT AGREEMENT Amendment No. 1 to Three-Year Credit Agreement

Exhibit 10.32

AMENDMENT NO. 1 TO THREE-YEAR CREDIT AGREEMENT

AMENDMENT dated as of May 18, 2012 to the Three-Year Credit Agreement dated as of April 16, 2012 (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. Section 7.04 of the Credit Agreement is amended to read as follows:

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 (other than the Company or a 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 3 . Representations of Company. The Company represents and warrants that (i) the representations and warranties of the Company set forth in Article 4 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 . Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) the Agent shall have received from each of the Company and Bank 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.
By:  

/s/ Mike Zechmeister

  Name: Mike Zechmeister
  Title:   Vice President, Treasurer
JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Bank
By:  

/s/ Tony Yung

  Name: Tony Yung
  Title: Executive Director
AgFirst Farm Credit Bank
By:  

/s/ Bruce B. Fortner

  Name: Bruce B. Fortner
  Title: Vice President
Bank of China, New York Branch
By:  

/s/ Haifeng Xu

  Name: Haifeng Xu
  Title: Assistant General Manager
BARCLAYS BANK PLC
By:  

/s/ Ronnie Glenn

  Name: Ronnie Glenn
  Title: Vice President


COBANK, ACB
By:  

/s/ Michael Tousignant

  Name: Michael Tousignant
  Title: Vice President
CREDIT SUISSE AG, Cayman Islands Branch
By:  

/s/ Karl Studer

  Name: Karl Studer
  Title: Director
By:  

/s/ Stephan Brechtbuehl

  Name: Stephan Brechtbuehl
  Title: Assistant Vice President
Deutsche Bank AG New York Branch
By:  

/s/ Heidi Sandquist

  Name: Heidi Sandquist
  Title: Director
By:  

/s/ Ming K. Chu

  Name: Ming K. Chu
  Title: Vice President
GOLDMAN SACHS BANK USA
By:  

/s/ Michelle Latzoni

  Name: Michelle Latzoni
  Title: Authorized Signatory
Morgan Stanley Bank, N.A.
By:  

/s/ Christopher Winthrop

  Name: Christopher Winthrop
  Title: Authorized Signatory
SOCIETE GENERALE
By:  

/s/ Yao Wang

  Name: Yao Wang
  Title: Director


Standard Chartered Bank
By:  

/s/ James P. Hughes

  Name: James P. Hughes
  Title: Director
By:  

/s/ Robert K. Reddington

  Name: Robert K. Reddington
 

Title: Credit Documentation Manager

          Credit Documentation Unit,

          WB Legal-Americas

SUMITOMO MITSUI BANKING CORPORATION
By:  

/s/ David Kee

  Name: David Kee
  Title: Managing Director
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
By:  

/s/ Christine Howatt

  Name: Christine Howatt
  Title: Authorized Signatory

U.S. BANK NATIONAL ASSOCIATION

as a Bank

By:  

/s/ Ludmila Yakovlev

  Name: Ludmila Yakovlev
  Title: AVP