Amendment to Five-Year Credit Agreements among General Mills, Inc. and Multiple Financial Institutions

Summary

This amendment updates two existing five-year credit agreements between General Mills, Inc. and a group of financial institutions, with JPMorgan Chase Bank, N.A. as administrative agent. The amendment revises a specific section related to defaults, confirms that no default is currently occurring, and affirms the accuracy of General Mills' representations. The amendment becomes effective once signed by the company and the majority of the banks involved. It is governed by New York law.

EX-10.4 3 genmills075232_ex10-4.htm AMENDMENT TO CREDIT AGREEMENTS Exhibit 10.4 to General Mills, Inc. Form 10-Q for quarter ended November 25, 2007

Exhibit 10.4

AMENDMENT TO CREDIT AGREEMENTS

AMENDMENT dated as of October 31, 2007 to (i) the Five-Year Credit Agreement dated as of October 21, 2005, as amended, among General Mills, Inc., as borrower, the several financial institutions from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, and (ii) the Five-Year Credit Agreement dated as of October 9, 2007 among General Mills, Inc., as borrower, the several financial institutions from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (the Five-Year Credit Agreements referred to in (i) and (ii) above, collectively, the “Agreements”).

The parties hereto agree as follows:

SECTION 1. Definitions; References. Unless otherwise specifically defined herein, each capitalized term used herein which is defined in the Agreements shall have the meaning assigned to such term in the Agreements. 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 any Agreement shall from and after the date hereof refer to such Agreement as amended hereby.

SECTION 2. Amendments. Section 6.03(a) of each Agreement is amended to read in its entirety as follows:

(a) of the occurrence of any Default or Event of Default;

SECTION 3. Representations and Warranties. The Company hereby represents and warrants that as of the date hereof and after giving effect hereto:

(a) no Default has occurred and is continuing; and

(b) each representation and warranty of the Company set forth in each Agreement after giving effect to this Amendment is true and correct as though made on and as of 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; Effectiveness. 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. This Amendment shall become effective as to each Agreement as of the date hereof when such Administrative Agent shall have received duly executed counterparts hereof signed by the Company and the Majority Banks under such Agreement.


	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


	ABN AMRO BANK N.V.


	By:	/s/ Michele Costello

		Name: Michele Costello
		Title: Director


	By:	/s/ Brendan Korb

		Name: Brendan Korb
		Title: Director


	Bank of America, N.A.


	By:	/s/ David L. Catherall

		Name: David L. Catherall
		Title: Senior Vice President


	THE BANK OF NEW YORK


	By:	/s/ John T. Smathers

		Name: John T. Smathers
		Title: Vice President


	The Bank of Tokyo-Mitsubishi UFJ, Ltd.


	By:	/s/ Victor Pierzchalski

		Name: Victor Pierzchalski
		Title: Vice President & Manager


	BARCLAYS BANK PLC


	By:	/s/ David Barton

		Name: David Barton
		Title: Associate Director


	BNP Paribas


	By:	/s/ Andrew Strait

		Name: Andrew Strait
		Title: Managing Director


	By:	/s/ Michael Pearce

		Name: Michael Pearce
		Title: Director


	CALYON NEW YORK BRANCH


	By:	/s/ Greg Hennenfent

		Name: Greg Hennenfent
		Title: Director


	By:	/s/ Blake Wright

		Name: Blake Wright
		Title: Managing Director


	CITIBANK, N.A.


	By:	/s/ Richard M. Levin

		Name: Richard M. Levin
		Title: Vice President


	COÖPERATIEVE CENTRALE
	RAIFFEISEN-BOERENLEENBANK B.A.,
	“ROBOBANK INTERNATIONAL” NEW
	YORK BRANCH


	By:	/s/ Peter Glawe

		Name: Peter Glawe
		Title: Vice President


	By:	/s/ Rebecca Morrow

		Name: Rebecca Morrow
		Title: Executive Director


	CREDIT SUISSE, Cayman Islands Branch


	By:	/s/ Karl Studer

		Name: Karl Studer
		Title: Director


	By:	/s/ Alain Schmid

		Name: Alain Schmid
		Title: Assistant Vice President


	DEUTCHE BANK AG New York Branch
	As Documentation Agent and as a Bank


	By:	/s/ Frederick W. Laird

		Name: Frederick W. Laird
		Title: Managing Director


	By:	/s/ Heidi Sandquist

		Name: Heidi Sandquist
		Title: Vice President


	LEHMAN BROTHERS COMMERCIAL BANK


	By:	/s/ Brian McNany

		Name: Brian McNany
		Title: Authorized Signatory


	LEHMAN COMMERCIAL PAPER INC.


	By:	/s/ Ahuva Schwager

		Name: Ahuva Schwager
		Title: Authorized Signatory


	MELLON BANK, N.A.


	By:	/s/ John T. Smathers

		Name: John T. Smathers
		Title: First Vice President


	Merrill Lynch Bank USA


	By:	/s/ David Millett

		Name: David Millett
		Title: Vice President


	MIZUHO CORPORATE BANK, LTD.


	By:	/s/ Hidekatsu Take

		Name: Hidekatsu Take
		Title: Deputy General Manager


	MORGAN STANLEY BANK


	By:	/s/ Daniel Twenge

		Name: Daniel Twenge
		Title: Authorized Signatory


	SUMITOMO MITSUI BANKING
	CORPORATION


	By:	/s/ Yoshihiro Hyakutome

		Name: Yoshihiro Hyakutome
		Title: General Manager


	SunTrust Bank


	By:	/s/ Hugh E. Brown

		Name: Hugh E. Brown
		Title: Director


	WELLS FARGO BANK, NATIONAL
	ASSOCIATION


	By:	/s/ Allison S. Gelfman

		Name: Allison S. Gelfman
		Title: Vice President and Senior Banker


	U.S. Bank National Association


	By:	/s/ Karen Weathers

		Name: Karen Weathers
		Title: Vice President