General Mills (GIS) 10-K 2012 FY Annual report

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