EX-99.4 9 genmills024644_ex99-4.txt AMENDMENT NO. 3 TO CREDIT AGREEMENT EXHIBIT 99.4 AMENDMENT NO. 3 TO CREDIT AGREEMENT This Amendment No. 3 (this "Amendment") is entered into as of August 26, 2002 by and among General Mills, Inc., a Delaware corporation (the "Company"), the several financial institutions party hereto (collectively, the "Banks"; individually, a "Bank"), JPMorgan Chase Bank (as successor in interest to Morgan Guaranty Trust Company of New York), as Administrative Agent, Citibank, N.A., as Syndication Agent, and UBS AG, Stamford Branch and Deutsche Bank AG New York Branch, as Co-Documentation Agents. RECITALS A. The Company, the Agents and the Banks are party to that certain 364-Day Credit Agreement dated as of October 30, 2001 (as amended the "Credit Agreement"). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them by the Credit Agreement. B. The Company, the Agents and the Banks wish to amend the Credit Agreement on the terms and conditions set forth below. Now, therefore, in consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto agree as follows: 1. Amendment to Credit Agreement. Upon the "Effective Date" (as defined below), the Credit Agreement shall be amended as follows: (a) The definition of Ratio of Earnings to Fixed Charges in Section 1.01 is amended by adding the following proviso at the end of the first sentence thereof: ; PROVIDED further that for any period which includes one or more of the fiscal quarters ended November 25, 2001, February 24, 2002 and May 26, 2002, such computation shall be adjusted to exclude the effect of unusual items in the amounts of $109 million, $39 million and $57 million, respectively, for such fiscal quarters. (b) The first sentence of Section 7.06 is amended to read as follows: The Company shall not permit its Ratio of Earnings to Fixed Charges as determined for any period of four (4) consecutive fiscal quarters of the Company to be less than (i) for any such period ending on or prior to May 26, 2002 or on or after May 25, 2003, 2.5 to 1.0; (ii) for any such period ending on August 25, 2002 or November 24, 2002, 2.0 to 1.0 and (iii) for such period ending on February 23, 2003, 2.25 to 1.0. 2. Representations and Warranties of the Company. The Company represents and warrants that: (a) The Company has the requisite power and authority and legal right to execute and deliver this Amendment and to perform its Obligations hereunder. The execution and delivery by the Company of this Amendment and the performance of its Obligations hereunder have been duly authorized by all necessary corporate action, and this Amendment constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar law affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability; (b) Each of the representations and warranties contained in the Credit Agreement is true and correct in all material respects on and as of the date hereof as if made on the date hereof; and (c) After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing. 3. Effective Date. Section 1 of this Amendment shall become effective upon receipt by the Administrative Agent of this Amendment executed by the Company and the Majority Banks. 4. Reference to and Effect Upon the Credit Agreement. (a) Except as specifically amended above, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. (b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Agent or Bank under the Credit Agreement or any Loan Document, nor constitute a waiver of any provision of the Credit Agreement or any Loan Document, except as specifically set forth herein. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby. 5. Costs and Expenses. The Company hereby affirms its obligation under Section 10.4 of the Credit Agreement to pay or reimburse Morgan (including in its capacity as Administrative Agent) within fifteen Business Days after demand (subject to Section 4.01(e) of the Credit Agreement) for all reasonable, demonstrable costs and out-of-pocket expenses incurred by Morgan (including in its capacity as Administrative Agent) in connection with the development, preparation, delivery and execution of, and any amendment, supplement, waiver or modification to (in each case, whether or not consummated), the Credit Agreement, any Loan Document and any other documents prepared in connection therewith, including but not limited to this Amendment, and the consummation of the transactions contemplated hereby and thereby, including the reasonable Attorney Costs incurred by Morgan. 6. GOVERNING LAW AND JURISDICTION. (a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK; PROVIDED THAT THE AGENTS AND THE BANKS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AMENDMENT AND ANY OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE COMPANY, THE AGENTS AND THE BANKS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE COMPANY, THE AGENTS AND THE BANKS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. THE COMPANY, THE AGENTS AND THE BANKS EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW. 7. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes. 8. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original but all such counterparts shall constitute one and the same instrument. [signature pages follow] IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written. GENERAL MILLS, INC. By: /s/ David VanBenschoten --------------------------------------- Title: Vice President, Treasurer JPMORGAN CHASE BANK, as Administrative Agent and as a Bank By: /s/ B. B. Wuthrich --------------------------------------- Title: Vice President ------------------------------------ CITIBANK, N.A., as Syndication Agent By: /s/ Anita J. Brickell --------------------------------------- Name: Anita J. Brickell ------------------------------------- Title: Vice President ------------------------------------ UBS AG, STAMFORD BRANCH, as Co- Documentation Agent and as a Bank By: /s/ Patricia O'Kicki --------------------------------------- Name: Patricia O'Kicki ------------------------------------- Title: Director, Banking Products Services ------------------------------------ By: /s/ Wilfred V. Saint --------------------------------------- Name: Wilfred V. Saint ------------------------------------- Title: Associate Director, Banking Products Services US ------------------------------------ [Signature Page to Amendment No. 3 to 364-Day General Mills Credit Agreement] DEUTSCHE BANK AG NEW YORK BRANCH, as Co-Documentation Agent and as a Bank By: /s/ William W. McGinty --------------------------------------- Name: William W. McGinty ------------------------------------- Title: Director ------------------------------------ By: /s/ Thomas A. Foley --------------------------------------- Name: Thomas A. Foley ------------------------------------- Title: Vice President ------------------------------------ CITICORP USA, INC., as a Bank By: /s/ Emily Rosenstock Peltz --------------------------------------- Name: Emily Rosenstock Peltz ------------------------------------- Title: Managing Director ------------------------------------ BANK OF AMERICA, N.A., as a Bank By: /s/ David Catherall --------------------------------------- Title: Vice President ------------------------------------ BARCLAYS BANK PLC, as a Bank By: /s/ L. Peter Yetman --------------------------------------- Title: Director ------------------------------------ CREDIT SUISSE FIRST BOSTON, as a Bank By: /s/ Karl Studer --------------------------------------- Title: Director ------------------------------------ By: /s/ Karin Zehnder --------------------------------------- Title: Assistant Vice President ------------------------------------ [Signature Page to Amendment No. 3 to 364-Day General Mills Credit Agreement] AIB INTERNATIONAL FINANCE, as a Bank By: /s/ Grace Gilligan --------------------------------------- Title: Manager ------------------------------------ BANCA NAZIONALE DEL LAVORO, SPA, as a Bank By: --------------------------------------- Title: ------------------------------------ BANQUE ET CAISSE D'EPARGNE, as a Bank By: /s/ Jean Pierre Thein --------------------------------------- Title: Deputy Head of Department ------------------------------------ By: /s/ John Dhur --------------------------------------- Title: Directeur adjoint Chef de Service ------------------------------------ MIZUHO CORPORATE BANK, LTD., As Successor to DAI-ICHI KANGYO BANK By: /s/ Peter L. Chinnici --------------------------------------- Title: Senior Vice President and Group Head ------------------------------------ FARM CREDIT BANK OF WICHITA, as a Bank By: --------------------------------------- Title: ------------------------------------ [Signature Page to Amendment No. 3 to 364-Day General Mills Credit Agreement] FARM CREDIT SERVICE OF AMERICA, PCA, as a Bank By: --------------------------------------- Title: ------------------------------------ SUMITOMO MITSUI BANKING CORPORATION, as a Bank By: --------------------------------------- Title: ------------------------------------ UFJ BANK LIMITED, as a Bank By: Lee E. Prewitt --------------------------------------- Title: Vice President ------------------------------------ [Signature Page to Amendment No. 3 to 364-Day General Mills Credit Agreement]