THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GENERAL MILLS CEREALS, LLC, a Delaware Limited Liability CompanyLimited Liability Company Agreement • January 6th, 2005 • General Mills Inc • Grain mill products • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is entered into as of the 8th day of October, 2004, by and among GM CEREALS OPERATIONS, INC., a Delaware corporation (“GMCO”), as the Managing Member, RBDB, INC., a Delaware corporation (“RBDB”), as a Class A Limited Member, THE PILLSBURY COMPANY, a Delaware corporation (“TPC”), as a Class A Limited Member and Class B Limited Member, GM CLASS B, INC., a Delaware corporation (“GM Class B”), as a Class B Limited Member, and GM CEREALS HOLDINGS, INC., a Delaware corporation (“Cereals Holdings”), as a Class B Limited Member, pursuant to the provisions of the Act, on the following terms and conditions (capitalized terms used herein without definition shall have the meanings specified in Section 1.10):
AMENDED AND RESTATED EXCHANGE AGREEMENTExchange Agreement • January 6th, 2005 • General Mills Inc • Grain mill products • New York
THIS AMENDED AND RESTATED EXCHANGE AGREEMENT (this “Agreement”), dated as of November 29, 2004 and effective as of October 8, 2004, is executed and delivered by and between General Mills, Inc., a Delaware corporation (“General Mills”), and Capital Trust, a Delaware statutory trust (the “Trust”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Third Amended and Restated Limited Liability Company Agreement of General Mills Cereals, LLC, a Delaware limited liability company (“Cereals LLC”), dated and effective as of October 8, 2004 (the “LLC Agreement”).
DIVIDEND RESTRICTION AGREEMENTDividend Restriction Agreement • January 6th, 2005 • General Mills Inc • Grain mill products • New York
THIS DIVIDEND RESTRICTION AGREEMENT (this “Agreement”), dated as of October 8, 2004, is executed and delivered by General Mills, Inc., a Delaware corporation (“General Mills”), to Wells Fargo Bank, National Association, not in its individual capacity but solely as paying agent for the common stock of General Mills (the “Paying Agent”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Third Amended and Restated Limited Liability Company Agreement of General Mills Cereals, LLC, effective as of October 8, 2004 (the “LLC Agreement”).
FORWARD PURCHASE CONTRACT between GENERAL MILLS, INC., as the Seller, and LEHMAN BROTHERS OTC DERIVATIVES INC., as the Purchaser, dated as of October 8, 2004Forward Purchase Contract • January 6th, 2005 • General Mills Inc • Grain mill products • New York
THIS AGREEMENT is made as of this October 8, 2004 between GENERAL MILLS, INC., a Delaware corporation (the “Seller”), and LEHMAN BROTHERS OTC DERIVATIVES INC., a Delaware corporation (the “Purchaser”). Lehman Brothers OTC Derivatives Inc. is not a member of the Securities Investor Protection Corporation
