General Mills (GIS)

(b)  If after the date hereof any Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Bank (or its Lending Office) or any corporation controlling such Bank, with any Capital Adequacy Regulation; affects or would affect the amount of capital required or expected to be maintained by such Bank or any corporation controlling such Bank and (taking into consideration such Bank’s or such corporation’s policies with respect to capital adequacy and such Bank’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Commitment, loans, credits or obligations under this Agreement (including its obligations in respect of Letters of Credit), then, upon demand of such Bank (with a copy to the Administrative Agent), the Company shall upon demand pay to such Bank, from time to time as specified by

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such Bank, additional amounts sufficient to compensate such Bank for such increase.

(c)  If the Company is required to pay additional amounts to any Bank pursuant to subsection 3.03(a) or (b), then such Bank shall use its reasonable best efforts (consistent with legal and regulatory restrictions) to designate a different Lending Office with respect to its Offshore Rate Loans so as to eliminate any such additional payment by the Company which may thereafter accrue if such change in the judgment of such Bank is not otherwise disadvantageous to such Bank.

Section 3.04.  

(b)    If after the date hereof any Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental

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Authority charged with the interpretation or administration thereof (including any determination by any such central bank or other Governmental Authority that for purposes of Capital Adequacy Regulations, the Revolving Commitments do not constitute commitments with an original maturity of one year or less), or (iv) compliance by such Bank (or its Lending Office) or any corporation controlling such Bank, with any Capital Adequacy Regulation; affects or would affect the amount of capital required or expected to be maintained by such Bank or any corporation controlling such Bank and (taking into consideration such Bank’s or such corporation’s policies with respect to capital adequacy and such Bank’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Commitment, loans, credits or obligations under this Agreement, then, upon demand of such Bank (with a copy to the Administrative Agent), the Company shall upon demand pay to such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank for such increase.

(c)    If the Company is required to pay additional amounts to any Bank pursuant to subsection 3.03(a) or (b), then such Bank shall use its reasonable best efforts (consistent with legal and regulatory restrictions) to designate a different Lending Office with respect to its Offshore Rate Loans so as to eliminate any such additional payment by the Company which may thereafter accrue if such change in the judgment of such Bank is not otherwise disadvantageous to such Bank.

Section 3.04.

(b)   If after the date hereof any Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof (including any determination by any such central bank or other Governmental Authority that for purposes of Capital Adequacy Regulations, the Revolving Commitments do

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not constitute commitments with an original maturity of one year or less), or (iv) compliance by such Bank (or its Lending Office) or any corporation controlling such Bank, with any Capital Adequacy Regulation; affects or would affect the amount of capital required or expected to be maintained by such Bank or any corporation controlling such Bank and (taking into consideration such Bank’s or such corporation’s policies with respect to capital adequacy and such Bank’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Commitment, loans, credits or obligations under this Agreement, then, upon demand of such Bank (with a copy to the Administrative Agent), the Company shall upon demand pay to such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank for such increase.

(c)   If the Company is required to pay additional amounts to any Bank pursuant to subsection 3.03(a) or (b), then such Bank shall use its reasonable best efforts (consistent with legal and regulatory restrictions) to designate a different Lending Office with respect to its Offshore Rate Loans so as to eliminate any such additional payment by the Company which may thereafter accrue if such change in the judgment of such Bank is not otherwise disadvantageous to such Bank.

Section 3.04.