This excerpt taken from the GIS 8-K filed Oct 17, 2006.
Assigned Interest), together with a corresponding portion of each of its outstanding Loans, and the Assignee proposes to accept such assignment and assume the corresponding obligations of the Assignor under the Credit Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows:
SECTION 1. Definitions. All capitalized terms not otherwise defined herein have the respective meanings set forth in the Credit Agreement.
SECTION 2. Assignment. The Assignor hereby assigns and sells to the Assignee all of the rights of the Assignor under the Credit Agreement to the extent of the Assigned Interest and a corresponding portion of each of its outstanding Loans, and the Assignee hereby accepts such assignment from the Assignor and assumes all of the obligations of the Assignor under the Credit Agreement to the extent of the Assigned Interest. Upon the execution and delivery hereof by the Assignor and the Assignee [and the execution of the consent attached hereto by the Company and the Administrative Agent]1 and the
1 Delete if consent is not required.
payment of the amounts specified in Section 3 required to be paid on the date hereof, (i) the Assignee shall, as of the date hereof, succeed to the rights and be obligated to perform the obligations of a Bank under the Credit Agreement with a Revolving Commitment in an amount equal to the Assigned Interest and acquire the rights of the Assignor with respect to a corresponding portion of each of its outstanding Loans and (ii) the Revolving Commitment of the Assignor shall, as of the date hereof, be reduced by the Assigned Interest, and the Assignor shall be released from its obligations under the Credit Agreement to the extent such obligations have been assumed by the Assignee. The assignment provided for herein shall be without recourse to the Assignor.
SECTION 3. Payments. As consideration for the assignment and sale contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on the date hereof in Federal funds the amount heretofore agreed between them.2 Facility fees accrued before the date hereof are for the account of the Assignor and such fees accruing on and after the date hereof with respect to the Assigned Interest are for the account of the Assignee. Each of the Assignor and the Assignee agrees that if it receives any amount under the Credit Agreement which is for the account of the other party hereto, it shall receive the same for the account of such other party to the extent of such other partys interest therein and promptly pay the same to such other party.
[SECTION 4. Consent of the Company, and the Administrative Agent. This Agreement is conditioned upon the consent of the Company and the Administrative Agent pursuant to Section 10.08 of the Credit Agreement.]3
[SECTION 5. Note. The Company has agreed to execute and deliver a Note payable to the order of the Assignee to evidence the assignment and assumption provided for herein.]4
SECTION 6. Representations and Warranties.
(a) Assignor. The Assignor represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power
2 Amount should combine principal together with accrued interest and breakage compensation, if any, to be paid by the Assignee, net of any portion of any upfront fee to be paid by the Assignor to the Assignee. It may be preferable in an appropriate case to specify these amounts generically or by formula rather than as a fixed sum.
3 Delete if consent is not required.
4 Delete if execution and delivery of a Note is not required.
and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby.
(b) Assignee. The Assignee represents and warrants that (i) it has full power and authority and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Bank under the Credit Agreement and (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement.
(c) Limitation. The Assignor makes no representation or warranty in connection with, and shall have no responsibility with respect to, the solvency, financial condition or statements of the Company, or the validity and enforceability of the Companys obligations under the Credit Agreement or any Note. The Assignee acknowledges that it has, independently and without reliance on the Assignor, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and will continue to be responsible for making its own independent appraisal of the business, affairs and financial condition of the Company.
SECTION 7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
SECTION 8. Counterparts. This Agreement 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date first above written.
[NAME OF ASSIGNOR]
[NAME OF ASSIGNEE]
The undersigned consent to the foregoing assignment.
GENERAL MILLS, INC.
CITIBANK, N.A., as Administrative Agent