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These excerpts taken from the GIS 8-K filed Oct 15, 2007. Ratio of Earnings to Fixed Charges” means the Ratio of Earnings to Fixed Charges as reported by the Company in its most recent Form 10-K Annual Report filed with the Securities and Exchange Commission or in its most recent officer’s certificate delivered pursuant to Section 6.01(c), provided that the components of the numerator and denominator of such ratio are computed in each such filing or certificate in the same manner as computed in the Company’s Form 10-K Annual Report for the period ended May 27, 2007. For purposes of computing this ratio, earnings represent earnings before income taxes and after-tax
earnings of joint ventures, distributed income of equity investees, fixed charges, and amortization of capitalized interest, net of interest capitalized. Fixed charges represent gross interest expense (excluding interest on taxes) and subsidiary preferred distributions to minority interest holders, plus one-third (the proportion deemed representative of the interest factor) of rent expense.
Except as disclosed in the Company’s annual report on Form 10-K for the fiscal year ended May 27, 2007, there is no tax assessment against the Company or any of its Subsidiaries which, if sustained, would have a Material Adverse Effect.
Any financial statement or report required to be delivered pursuant to this Section 6.01 or Section 6.02(b) shall be deemed to have been delivered on the date on which the Company posts such financial statement on its website on the Internet at www.generalmills.com or when such financial statement is posted on the SEC’s website on the Internet at www.sec.gov; provided that the Company shall give notice of any such posting to the Administrative Agent (who shall then give notice of any such posting to the Banks); provided, further, that the Company shall deliver paper copies of any delivery referred to in this Section 6.01 to the Administrative Agent if the Administrative Agent requests the Company to deliver such paper copies until notice to cease delivering such paper copies is given by the Administrative Agent.
The Company shall compute its Ratio of Earnings to Fixed Charges in the same manner as computed in the Company’s Form 10-K Annual Report for the period ended May 27, 2007 and shall report such ratio to the Administrative Agent on a quarterly basis concurrently with the delivery of the financial statements referred to in subsections 6.01(a) and (b). SECTION 3. Representations of Company. The Company represents and warrants that (i) the representations and warranties of the Company set forth in Article 5 of the 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.
2 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. SECTION 6. Effectiveness. This Amendment shall become effective as of the date hereof on the date (“ Ratio of Earnings to Fixed Charges. The Company shall not permit its Ratio of Earnings to Fixed Charges as determined for any period of four (4) consecutive fiscal quarters of the Company to be less than 2.5 to 1.0. During the term of this Agreement, the Company shall continue to compute its Ratio of Earnings to Fixed Charges in the same manner as computed in the Company’s Form 10-K Annual Report for the period ended May 27, 2007 and shall continue to report such ratio to the Administrative Agent on a quarterly basis concurrently with the delivery of the financial statements referred to in subsections 6.01(a) and (b).
Section 7.07. This excerpt taken from the GIS 8-K filed Aug 7, 2007. Ratio of Earnings to Fixed Charges. The Company shall not permit its Ratio of Earnings to Fixed Charges as determined for any period of four (4) consecutive fiscal quarters of the Company to be less than 2.5 to 1.0. During the term of this Agreement, the Company shall continue to compute its Ratio of Earnings to Fixed Charges in the same manner as computed in the Company’s Form 10-K Annual Report for the period ended May 27, 2007 and shall continue to report such ratio to the Administrative Agent on a quarterly basis concurrently with the delivery of the financial statements referred to in subsections 6.01(a) and (b).
Section 7.07. This excerpt taken from the GIS 8-K filed Oct 17, 2006. Ratio of Earnings to Fixed Charges. The Company shall not permit its Ratio of Earnings to Fixed Charges as determined for any period of four (4) consecutive fiscal quarters of the Company to be less than 2.5 to 1.0. During the term of this Agreement, the Company shall continue to compute its Ratio of Earnings to Fixed Charges in the same manner as computed in the Company’s Form 10-K Annual Report for the period ended May 28, 2006 and shall continue to report such ratio to the Administrative Agent on a quarterly basis concurrently with the delivery of the financial statements referred to in subsections 6.01(a) and (b).
Section 7.07. This excerpt taken from the GIS 10-Q filed Jan 6, 2005. RATIO OF EARNINGS TO FIXED CHARGES
For purposes of computing the ratio of earnings to fixed charges, earnings represent earnings before income taxes and earnings from joint ventures, plus pretax earnings or losses of joint ventures plus fixed charges (net of capitalized interest). Fixed charges represent interest (whether expensed or capitalized) and one-third (the proportion deemed representative of the interest factor) of rents.
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