“

AMENDMENTS

         10.1 Amendments.

        (a)  Amendments to this Agreement may be proposed by the Managing Member, a Class A Limited Member, or upon a written request from the holders of at least 25% of the Series B-1 Limited Membership Interests or Series B-2 Limited Membership Interests. Following such proposal, the Managing Member shall submit to the Members a verbatim statement of any proposed amendment, and the Managing Member shall include in any such submission a recommendation as to the proposed amendment. The Managing Member shall seek the affirmative written consent of the Members on the proposed amendment or shall call a meeting to vote thereon and to transact any other business that it may deem appropriate. Except as expressly provided in Section 5.3(c), a proposed amendment shall be adopted and be effective as an amendment hereto if it receives the affirmative written consent or vote of (i) the Required Class A Limited Members, (ii) holders of Series B-1 Limited Membership Interests representing at least two-thirds of any outstanding Series B-1 Limited Membership Interests that are held by holders other than GMI and its Affiliates, (iii) holders of Series B-2 Limited Membership Interests representing at least two-thirds of any outstanding Series B-2 Limited Membership Interests that are held by holders other than GMI and its Affiliates, and (iv) the Managing Member; provided that, with respect to any amendment that solely concerns the right and obligations of a Class A Limited Member under this Agreement, such amendment shall only require the consent the Managing Member and the Required Class A Limited Members, and provided, further, that, so long as the consent of the Required Class B Limited Members is not otherwise required pursuant to Section 5.3(b), the approval of the holders of the Class B Limited Membership Interests shall not be required for any amendment that is executed in connection

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with, and in order to give effect to, (i) the sale of the Series B-2 Limited Membership Interests held by Cereals Holdings to any Person that is not GMI or an Affiliate of GMI or another GMI Entity, (ii) the issuance of additional Membership Interests, or (iii) the conversion of the Class A Limited Membership Interests; and provided, further, that the form of the Series B-1 Preferred Certificate or Series B-2 Preferred Certificate and any provision of this Agreement may be at any time and from time to time be amended, without the consent of the holders of the Class B Limited Membership Interests, to the extent that such amendment shall cure any ambiguity, defect, or inconsistency or shall be of a ministerial or technical nature.

        (b)  Any provision herein to the contrary notwithstanding, in connection with a sale of the Series B-2 Limited Membership Interests currently outstanding to any Person that is not GMI or an Affiliate of GMI or another GMI Entity, the provisions herein with respect to the Series B-2 Preferred Return Rate, the Initial Fixed Rate Period and Class B Distribution Period with respect to the Series B-2 Limited Membership Interests may be amended without the consent of the holders of the Series B-1 Limited Membership Interests; provided that such amendments are in accordance with then current market terms for comparable securities.

        (c)  Notwithstanding the foregoing, Section 4.1(b) shall not be amended without the consent of any former Limited Member whose right to receive a distribution pursuant to Section 4.1(b), or the amount or timing of such distribution, would be affected by such amendment.

AMENDMENTS

        Section 2.01.   The last sentence of the first paragraph of Section 3.09(a) of the Indenture is hereby amended and restated in its entirety to read as follows:

        Section 2.02.   Paragraph (b) of Section 10.06 of the Indenture is hereby amended and restated in its entirety to read as follows:

        “(b)   The Company will inform the Holders no later than two Business Days following the Conversion Date (“Cash Settlement Notice Period”) of its election to pay cash in lieu of delivery of the Common Stock otherwise issuable upon conversion, unless the Company has already informed Holders of its election in connection with the Company’s redemption of the Securities pursuant to Section 3.01 herein. Holders may retract their conversion notice at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (“Conversion Retraction Period”); no such retraction can be made (and a conversion notice shall be irrevocable) if the Company does not elect to deliver cash in lieu of Common Stock (other than cash in lieu of fractional shares). If the conversion notice has not been retracted, then settlement (in cash and/or Common Stock) will occur on the day following the final day of the Cash Settlement Averaging Period. The Company may not change its election pursuant to this Section 10.06 with respect to the consideration (or components or amounts of components thereof) to be delivered upon conversion of a Security once the Company has given its notice of such election (whether given during the Cash Settlement Notice Period or prior to the Cash Settlement Notice Period) to Holders.”

AMENDMENTS

                Section 2.01.    The first sentence of subparagraph (1) of Section 3.07 of the Indenture up to the word “stating” shall be amended and restated in its entirety to read as follows:

                Section 2.02.    The penultimate paragraph of Section 3.07 of the Indenture shall be amended and restated in its entirety to read as follows:

                Section 2.03.        The first sentence of Section 3.08(c) of the Indenture up to the word “Date:” shall be amended and restated in its entirety to read as follows:

                Section 2.04.    The penultimate paragraph of Section 3.08(c) of the Indenture shall be amended and restated in its entirety to read as follows:

        10.1     Amendments.

        (a)    Amendments to this Agreement may be proposed by the Managing Member, a Class A Limited Member, or upon a written request from the holders of at least 25% of the Series B-1 Limited Membership Interests or Series B-2 Limited Membership Interests. Following such proposal, the Managing Member shall submit to the Members a verbatim statement of any proposed amendment, and the Managing Member shall include in any such submission a recommendation as to the proposed amendment. The Managing Member shall seek the affirmative written consent of the Members on the proposed amendment or shall call a meeting to vote thereon and to transact any other business that it may deem appropriate. Except as expressly provided in Section 5.3(c), a proposed amendment shall be adopted and be effective as an amendment hereto if it receives the affirmative written consent or vote of (i) the Required Class A Limited Members, (ii) holders of Series B-1 Limited Membership Interests representing at least two-thirds of the outstanding Series B-1 Limited Membership Interests (other than the Series B-1 Limited Membership Interests held by GMI and its Affiliates, which are not entitled to vote), (iii) holders of Series B-2 Limited Membership Interests representing at least two-thirds of the outstanding Series B-2 Limited Membership Interests (other than the Series B-2 Limited Membership Interests held by GMI and its Affiliates, which are not entitled to vote) and (iv) the Managing Member; provided that, with respect to any amendment that solely concerns the right and obligations of a Class A Limited Member under this Agreement, such amendment shall only require the consent the Managing Member and the Required Class A Limited Members, and provided, further, that, so long as the consent of the Required Class B Limited Members is not otherwise required pursuant to Section 5.3(b), the approval of the holders of the Class B Limited Membership Interests shall not be required for any amendment that is executed in connection with, and in order to give effect to, (i) the sale of the Class A Limited Membership Interests held by TPC or the Series B-2 Limited Membership Interests held by Cereals Holdings to any Person that is not GMI or an Affiliate of GMI or another GMI Entity, (ii) the issuance of additional Membership Interests, or (iii) the conversion of the Class A Limited Membership Interests; and provided, further, that the form of the Series B-1 Preferred Certificate or Series B-2 Preferred