EX-99.1 3 genmills020497_ex99-1.txt AMENDMENT NO. 1 TO 364 DAY CREDIT AGREEMENT EXHIBIT 99.1 CONFORMED COPY AMENDMENT NO. 1 TO 364 DAY CREDIT AGREEMENT AMENDMENT dated as of October 31, 2001 to the 364-Day Credit Agreement dated as of January 24, 2001 (the "CREDIT AGREEMENT") among GENERAL MILLS, INC. (the "COMPANY"), SALOMON SMITH BARNEY INC., as Syndication Agent, BARCLAYS BANK PLC and CREDIT SUISSE FIRST BOSTON, as Co-Documentation Agents, the several financial institutions from time to time party thereto (collectively, the "BANKS"; individually, a "BANK") and THE CHASE MANHATTAN BANK, as Administrative Agent (the "ADMINISTRATIVE AGENT"). W I T N E S S E T H: WHEREAS, the Company intends to acquire (the "ACQUISITION"), pursuant to the Agreement and Plan of Merger dated as of July 16, 2000, as amended (the "MERGER AGREEMENT"), the food businesses (other than fast food business) of Diageo Plc, including The Pillsbury Company, a Delaware corporation and its subsidiaries; WHEREAS, in connection with the Acquisition, the Company has requested the Banks to amend the Credit 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 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. AMENDMENTS. (a) Section 1.01 of the Credit Agreement is amended by the addition of the following defined terms in their appropriate alphabetical position: "ACQUISITION" has the meaning specified in the recitals to Amendment No. 1 hereto. "Merger AGREEMENT" has the meaning specified in the recitals to Amendment No. 1 hereto. (b) Section 7.04 is amended to read in its entirety 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, except (a) as expressly permitted by this Agreement, (b) as permitted by Section 5.3 of the Merger Agreement in connection with and prior to (or within 30 days after) the Acquisition, (c) in connection with the repurchase by the Company of common stock of the Company, or (d) 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 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. SECTION 6. EFFECTIVENESS. This Amendment shall become effective as of the date hereof on the date ("AMENDMENT EFFECTIVE DATE") when the Administrative 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 Administrative Agent) that such party has signed a counterpart hereof 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/ David VanBenschoten ------------------------------------ Title: Vice President, Treasurer 2 BARCLAYS BANK PLC By: /s/ L. Peter Yetman ------------------------------------ Title: Director CREDIT SUISSE FIRST BOSTON By: /s/ David W. Kratovil ------------------------------------ Title: Director By: /s/ Jay Chall ------------------------------------ Title: Director THE CHASE MANHATTAN BANK By: /s/ B.B. Wuthrich ------------------------------------ Title: Vice President CITICORP USA, INC. By: /s/ Shafique Janmohamed ------------------------------------ Title: Managing Director BANK OF AMERICA, N.A. By: /s/ Lynn Durning ------------------------------------ Title: Managing Director 3 DEUTSCHE BANK AG NEW YORK BRANCH AND/OR CAYMAN ISLANDS BRANCH By: /s/ Alexander Karow ------------------------------------ Title: Vice President By: /s/ Thomas A. Foley ------------------------------------ Title: Vice President UBS AG, STAMFORD BRANCH By: /s/ Wilfred V. Saint ------------------------------------ Title: Associate Director By: /s/ Thomas R. Salzano ------------------------------------ Title: Director THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH By: /s/ Patrick McCue ------------------------------------ Title: Vice President & Manager THE DAI-ICHI KANGYO BANK, LTD. By: /s/ Nobuyasu Fukatsu ------------------------------------ Title: General Manager 4 CREDIT LYONNAIS CHICAGO BRANCH By: ------------------------------------ Name: Title: SUNTRUST BANK By: /s/ Michael Pugsley ------------------------------------ Title: Vice President WELLS FARGO BANK, NATIONAL ASSOCIATION By: /s/ Molly S. Van Metre ------------------------------------ Title: Vice President and Senior Banker By: /s/ James D. Heinz ------------------------------------ Title: Regional Vice President ABN AMRO BANK N.V. By: /s/ John E. Robertson ------------------------------------ Title: Group Vice President By: /s/ Peter J. Hallan ------------------------------------ Title: Vice President 5 MELLON BANK, N.A. By: /s/ Louis E. Flori ------------------------------------ Title: Vice President U.S. BANK NATIONAL ASSOCIATION By: /s/ Karen E. Weathers ------------------------------------ Title: Vice President WACHOVIA BANK, N.A. By: /s/ Tera C. Cox ------------------------------------ Title: THE BANK OF NEW YORK By: /s/ John-Paul Marotta ------------------------------------ Title: Vice President BANCA NAZIONALE DEL LAVORO SPA By: ------------------------------------ Name: Title: BANK HAPOALIM, B.M. By: ------------------------------------ Name: Title: 6