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General Mills, Inc.

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$31	Preview Subscribers	2004	Purchase and Sale Agreement Purchase and Sale Agreement (13K) Doc #450058: Click preview link for longer preview. PURCHASE AND SALE AGREEMENT General Mills, Inc. (the ï¿½Companyï¿½), a Delaware corporation, Diageo plc (ï¿½Diageoï¿½), a public limited company organized under the laws of England and Wales, and Diageo US Limited (the ï¿½Selling Stockholderï¿½), a private limited company organized under the laws of England and Wales and an indirect wholly owned subsidiary of Diageo, hereby agree as follows in relation to the proposed transfer of a certain portion of the shares of common stock, par value $0.10 per share (including the related preferred share purchase rights, the ï¿½Common . . . 450058	General Mills General Mills, Inc. ( Food Processing ) As referenced in this Purchase and Sale Agreement: General Mills, Inc – EXHIBIT 99.N EX-99.N 4 y03294a4exv99wn.htm EX-99.N: PURCHASE AND SALE AGREEMENT Exhibit N PURCHASE AND SALE AGREEMENT General Mills, Inc . (the Company), a Delaware corporation, Diageo plc (Diageo), a public limited company organized under the laws of England and Wales, and Diageo US Limited (the Selling Stockholder), a private _____________ GENERAL MILLS, INC – and returning the enclosed copy of this Agreement. Dated: October 4, 2004 Very truly yours, DIAGEO PLC Name: Title: DIAGEO US LIMITED Name: Title: Accepted as of the date hereof GENERAL MILLS, INC . Name: Title: -5- _____________ dt 1521827 ; Diageo Diageo plc ( Beverages ) As referenced in this Purchase and Sale Agreement: Diageo plc – EXHIBIT 99.N EX-99.N 4 y03294a4exv99wn.htm EX-99.N: PURCHASE AND SALE AGREEMENT Exhibit N PURCHASE AND SALE AGREEMENT General Mills, Inc. (the Company), a Delaware corporation, Diageo plc (Diageo), a public limited company organized under the laws of England and Wales, and Diageo US Limited (the Selling Stockholder), a private limited company organized under the laws of _____________ DIAGEO PLC – is in accordance with your understanding, please confirm your acceptance of the foregoing by signing and returning the enclosed copy of this Agreement. Dated: October 4, 2004 Very truly yours, DIAGEO PLC Name: Title: DIAGEO US LIMITED Name: Title: Accepted as of the date hereof GENERAL MILLS, INC. Name: Title: -5- _____________ dt 1324568 ;	Citigroup Global Citigroup Global Markets Inc. ( Financial ) As referenced in this Purchase and Sale Agreement: Citigroup Global Markets, Inc – date of the closing of the transactions contemplated pursuant to the Underwriting Agreement (the Underwriting Agreement), dated as of October 4, 2004, among the Company, Diageo, Diageo US Limited and Citigroup Global Markets, Inc ., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated as Representitives of the several Underwriters. 3. Representations and Warranties of Diageo and the Selling Stockholder. _____________ dt 1369308
$64	Preview Subscribers	2005	Purchase Agreement Purchase Agreement (262K) Doc #443789: Click preview link for longer preview. PURCHASE AGREEMENT BY AND AMONG INTERNATIONAL MULTIFOODS CORPORATION, MULTIFOODS BRANDS, INC., FANTASIA CONFECTIONS, INC., ROBIN HOOD MULTIFOODS CORPORATION, THE J.M. SMUCKER COMPANY, VALUE CREATION PARTNERS INC., BEST BRANDS CORP., AND IMCB CORP. . . . 443789	General Mills General Mills, Inc. ( Food Processing ) As referenced in this Purchase Agreement: General Mills, Inc – as to not materially adversely diminish or compromise the validity or enforceability of the Owned Business Intellectual Property; and (B) with respect to the Licensed Business Intellectual Property licensed from General Mills, Inc . and The Pillsbury Company to a U.S. Seller, the applicable U.S. Seller has taken all reasonably prudent actions, within the constraints of the applicable license agreement from _____________ General Mills, Inc – Inc. and The Pillsbury Company to a U.S. Seller, the applicable U.S. Seller has taken all reasonably prudent actions, within the constraints of the applicable license agreement from General Mills, Inc . and The Pillsbury Company, necessary to maintain and protect such Licensed Business Intellectual Property so as to not materially adversely diminish or compromise the validity or enforceability of such _____________ dt 1521820 ; J.M. Smucker J.M. Smucker Co. ( Food Processing ) ;	Wells Fargo Bank Wells Fargo Bank, NA ( Financial ) As referenced in this Purchase Agreement: Wells Fargo Bank, N – bear interest from the Closing Date to the date of payment at the rate per annum equal to the prime commercial lending rate quoted as of the Closing Date by Wells Fargo Bank, N .A. (the "Closing Date Interest Rate"), which interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed and such interest _____________ dt 1433012 ; Faegre & Benson Faegre & Benson ( Legal ) As referenced in this Purchase Agreement: Faegre & Benson – CLOSING AND CLOSING DATE. The closing of the sale and purchase of the Shares and the Assets pursuant to this Agreement (the "Closing") shall take place at the offices of Faegre & Benson LLP, 2200 Wells Fargo Center, 90 South Seventh Street, Minneapolis, Minnesota, on February 16, 2005, at 9:00 a.m., Minneapolis time, or such other place, date and time as _____________ Faegre & Benson – to: International Multifoods Corporation c/o The J. M. Smucker Company One Strawberry Lane Orrville, Ohio 44667-0280 Attention: General Counsel Facsimile No.: (330) 684-3026 with a copy to: Faegre & Benson LLP 2200 Wells Fargo Center 90 South Seventh Street Minneapolis, Minnesota 55402-3901 Attention: David M. Vander Haar Facsimile No.: (612) 766-1600 68 {PAGE} Any party hereto may change _____________ dt 1375694
$56	Preview Subscribers	2002	Purchase Agreement Purchase Agreement (101K) Doc #450538: Click preview link for longer preview. BANC OF AMERICA SECURITIES LLC MORGAN STANLEY & CO. INCORPORATED $2,009,975,000 AGGREGATE PRINCIPAL AMOUNT AT MATURITY GENERAL MILLS, INC. ZERO COUPON CONVERTIBLE SENIOR DEBENTURES DUE 2022 PURCHASE AGREEMENT DATED OCTOBER 23, 2002 i TABLE OF CONTENTS . . . 450538	General Mills General Mills, Inc. ( Food Processing ) As referenced in this Purchase Agreement: GENERAL MILLS, INC – AGREEMENT DATED OCTOBER 23, 2002 {TEXT} {PAGE} EXHIBIT 1.1 EXECUTION COPY BANC OF AMERICA SECURITIES LLC MORGAN STANLEY & CO. INCORPORATED $2,009,975,000 AGGREGATE PRINCIPAL AMOUNT AT MATURITY GENERAL MILLS, INC . ZERO COUPON CONVERTIBLE SENIOR DEBENTURES DUE 2022 PURCHASE AGREEMENT DATED OCTOBER 23, 2002 {PAGE} i TABLE OF CONTENTS {Table} {S} {C} SECTION 1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY................................................. _____________ General Mills, Inc – MORGAN STANLEY & CO. INCORPORATED As Representatives of the several Initial Purchasers c/o BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019 Ladies and Gentlemen: General Mills, Inc ., a Delaware corporation (the "Company), proposes to issue and sell to the several purchasers named in Schedule A (the "Initial Purchasers") $2,009,975,000 in aggregate principal amount _____________ General Mills, Inc – Attention: Eric Hambleton with a copy to: Davis Polk & Wardwell 450 Lexington Ave. New York, New York 10017 Facsimile: 212-450-4800 Attention: Richard Truesdell, Jr. If to the Company: General Mills, Inc . General Counsel Number One General Mills Blvd. Minneapolis, Minnesota 55440 Facsimile: 763-764-3302 Attention: General Counsel with a copy to: General Mills, Inc. Treasury Department Number One General _____________ General Mills, Inc – Truesdell, Jr. If to the Company: General Mills, Inc. General Counsel Number One General Mills Blvd. Minneapolis, Minnesota 55440 Facsimile: 763-764-3302 Attention: General Counsel with a copy to: General Mills, Inc . Treasury Department Number One General Mills Blvd. Minneapolis, Minnesota 55440 Facsimile: 763-764-7384 Attention: Treasurer Any party hereto may change the address for receipt of communications by giving _____________ GENERAL MILLS, INC – and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, GENERAL MILLS, INC . By: ---------------------- Name: Title: The foregoing Purchase Agreement is hereby confirmed and accepted by the Representatives as of the date first above written. BANC OF AMERICA SECURITIES LLC MORGAN STANLEY & _____________ dt 1521834 ; Blaylock Blaylock & Partners, LP ( Miscellany ) As referenced in this Purchase Agreement: Blaylock & Partners, L – Securities Inc.............................. $57,163,689.00 J.P. Morgan Securities Inc................................ $57,163,689.00 Salomon Smith Barney Inc.................................. $57,163,689.00 UBS Warburg LLC........................................... $57,163,689.00 Blaylock & Partners, L .P.................................. $22,330,822.25 The Williams Capital Group, L.P........................... $22,330,822.25 Total............................................ $2,009,975,000 {/Table} A-1 {PAGE} EXHIBIT A The final opinion _____________ dt 1545876 ; Diageo Diageo plc ( Beverages ) As referenced in this Purchase Agreement: Diageo plc – such existing "lock-up" agreements for the duration of the periods contemplated in such agreements. (p) Diageo Lock-Up Agreement. The Company will not waive the lock-up agreement with Diageo plc without the prior written consent of the Representatives. (q) Inclusion of Conversion Shares. The Company will use its best efforts to have the Conversion Shares approved by the New York _____________ dt 1324569 ;	UBS Warburg UBS Warburg LLC As referenced in this Purchase Agreement: UBS Warburg LLC – Inc...................................... $57,163,689.00 Deutsche Bank Securities Inc.............................. $57,163,689.00 J.P. Morgan Securities Inc................................ $57,163,689.00 Salomon Smith Barney Inc.................................. $57,163,689.00 UBS Warburg LLC ........................................... $57,163,689.00 Blaylock & Partners, L.P.................................. $22,330,822.25 The Williams Capital Group, L.P........................... $22,330,822.25 Total............................................ $2,009,975,000 {/Table} A- _____________ dt 1538350 ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Purchase Agreement: BANC OF AMERICA SECURITIES LLC – {DOCUMENT} {TYPE}EX-1.1 {SEQUENCE}3 {FILENAME}c72930exv1w1.txt {DESCRIPTION}PURCHASE AGREEMENT DATED OCTOBER 23, 2002 {TEXT} {PAGE} EXHIBIT 1.1 EXECUTION COPY BANC OF AMERICA SECURITIES LLC MORGAN STANLEY & CO. INCORPORATED $2,009,975,000 AGGREGATE PRINCIPAL AMOUNT AT MATURITY GENERAL MILLS, INC. ZERO COUPON CONVERTIBLE SENIOR DEBENTURES DUE 2022 PURCHASE AGREEMENT DATED OCTOBER 23, 2002 { _____________ BANC OF AMERICA SECURITIES LLC – 13. NOTICES.....................................................................................18 SECTION 14. SUCCESSORS..................................................................................18 SECTION 15. PARTIAL UNENFORCEABILITY....................................................................18 SECTION 16. GOVERNING LAW PROVISIONS....................................................................19 SECTION 17. GENERAL PROVISIONS..........................................................................19 {/Table} {PAGE} PURCHASE AGREEMENT October 23, 2002 BANC OF AMERICA SECURITIES LLC MORGAN STANLEY & CO. INCORPORATED As Representatives of the several Initial Purchasers c/o BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019 Ladies and _____________ BANC OF AMERICA SECURITIES LLC – SECTION 17. GENERAL PROVISIONS..........................................................................19 {/Table} {PAGE} PURCHASE AGREEMENT October 23, 2002 BANC OF AMERICA SECURITIES LLC MORGAN STANLEY & CO. INCORPORATED As Representatives of the several Initial Purchasers c/o BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019 Ladies and Gentlemen: General Mills, Inc., a Delaware corporation (the "Company), proposes to issue and sell to the several purchasers _____________ Banc of America Securities LLC – be redeemable at the Company's option at any time after October 28, 2005, and will be subject to repurchase at the holders' option in 2005, 2007, 2012 and 2017. Banc of America Securities LLC ("BAS") and Morgan Stanley & Co. Incorporated ("MS") have agreed to act as representatives of the several Initial Purchasers (in such capacity, the "Representatives") in connection with the offering and _____________ Banc of America Securities LLC – NOTICES. All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows: If to the Representatives: c/o Banc of America Securities LLC 9 West 57th Street New York, New York 10019 Facsimile: 212-583-8457 Attention: Eric Hambleton with a copy to: Davis Polk & Wardwell 450 Lexington Ave. New York, New _____________ dt 1355389 ; More...
$48	Preview Subscribers	2007	Purchase Agreement Purchase Agreement (76K) Doc #2837526: Click preview link for longer preview. $1,000,000,000 AGGREGATE PRINCIPAL AMOUNT GENERAL MILLS, INC. FLOATING RATE CONVERTIBLE SENIOR NOTES DUE 2037 Purchase Agreement dated April 4, 2007 April 4, 2007 MORGAN STANLEY & CO. INCORPORATED 1585 Broadway New York, New York 10036 Ladies and Gentlemen: General Mills, Inc., a Delaware corporation (the ï¿½Companyï¿½), proposes to issue and sell to you (the ï¿½Initial Purchaserï¿½) $1,000,000,000 in aggregate principal amount of its Floating Rate Convertible Senior Notes due 2037 (the ï¿½Firm Notesï¿½). In addition, the Company has granted to the Initial Purchaser an . . . 2837526	General Mills General Mills, Inc. ( Food Processing ) As referenced in this Purchase Agreement: GENERAL MILLS, INC – EX-10.1 2 a07-10127_1ex10d1.htm EX-10.1 PURCHASE AGREEMENT Exhibit 10.1 $1,000,000,000 AGGREGATE PRINCIPAL AMOUNT GENERAL MILLS, INC . FLOATING RATE CONVERTIBLE SENIOR NOTES DUE 2037 Purchase Agreement dated April 4, 2007 April 4, 2007 MORGAN STANLEY & CO. INCORPORATED 1585 Broadway New York, New York 10036 Ladies _____________ General Mills, Inc – RATE CONVERTIBLE SENIOR NOTES DUE 2037 Purchase Agreement dated April 4, 2007 April 4, 2007 MORGAN STANLEY & CO. INCORPORATED 1585 Broadway New York, New York 10036 Ladies and Gentlemen: General Mills, Inc ., a Delaware corporation (the ?Company?), proposes to issue and sell to you (the ?Initial Purchaser?) $1,000,000,000 in aggregate principal amount of its Floating Rate Convertible Senior _____________ General Mills, Inc – Pott with a copy to: Davis Polk & Wardwell 450 Lexington Ave. New York, New York 10017 Facsimile: 212-450-4800 Attention: Winthrop B. Conrad, Jr. If to the Company: General Mills, Inc . Number One General Mills Blvd. Minneapolis, Minnesota 55426 Facsimile: 763-764-3302 Attention: General Counsel with a copy to: General Mills, Inc. Treasury Department Number One General Mills Blvd. _____________ General Mills, Inc – Winthrop B. Conrad, Jr. If to the Company: General Mills, Inc. Number One General Mills Blvd. Minneapolis, Minnesota 55426 Facsimile: 763-764-3302 Attention: General Counsel with a copy to: General Mills, Inc . Treasury Department Number One General Mills Blvd. Minneapolis, Minnesota 55426 Facsimile: 763-764-7384 Attention: Treasurer Any party hereto may change the address for receipt of communications by giving _____________ GENERAL MILLS, INC – and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, GENERAL MILLS, INC . By: /s/ Donal L. Mulligan Name: Donal L. Mulligan Title: Vice President, Treasurer The foregoing Purchase Agreement is hereby confirmed and accepted by the Initial Purchaser as of the _____________ dt 1778826 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Purchase Agreement: Bank of New York – the Firm Notes, the ?Notes?). The Notes are to be issued pursuant to an Indenture to be dated as of April 11, 2007 (the ?Indenture?) between the Company and The Bank of New York Trust Company, N.A., as Trustee. The Notes will be convertible on the terms, and subject to the conditions, set forth in the Indenture into cash and, if applicable, shares _____________ dt 1727760
$53	Preview Subscribers	2002	Securities Purchase Agreement Securities Purchase Agreement (126K) Doc #1553663: Click preview link for longer preview. THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS ("STATE LAWS") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THE OFFER AND SALE IS REGISTERED UNDER THE SECURITIES ACT OR THE ISSUER RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT THE OFFER AND SALE IS EXEMPT FROM SECURITIES ACT REGISTRATION. SECURITIES PURCHASE AGREEMENT This agreement is made and entered into as of . . . 1553663	General Mills General Mills, Inc. ( Food Processing ) As referenced in this Securities Purchase Agreement: General Mills, Inc – Issuer") and Trust Company of the West, a California trust company, in its capacities as Investment Manager pursuant to the Investment Management Agreement dated as of June 6, 1988 between General Mills, Inc . and the Trust Company of the West and as Custodian pursuant to the Custody Agreement dated as of February 6, 1989 among General Mills, Inc., the Trust Company of _____________ General Mills, Inc – of June 6, 1988 between General Mills, Inc. and the Trust Company of the West and as Custodian pursuant to the Custody Agreement dated as of February 6, 1989 among General Mills, Inc ., the Trust Company of the West and State Street Bank and Trust Company, as Trustee (the "Purchaser"). 1. Agreement to Purchase Securities. On the terms and subject to the -------------------------------- _____________ General Mills, Inc – GAS COMPANY TRUST COMPANY OF THE WEST, a California trust company, in its capacities as Investment Manager pursuant to the Investment Management Agreement dated as of June 6, 1988 between General Mills, Inc . and the Trust Company of the West and as Custodian pursuant to the Custody Agreement dated as of February 6, 1989 among General Mills, Inc., the Trust Company of _____________ General Mills, Inc – of June 6, 1988 between General Mills, Inc. and the Trust Company of the West and as Custodian pursuant to the Custody Agreement dated as of February 6, 1989 among General Mills, Inc ., the Trust Company of the West and State Street Bank and Trust Company, as trustee /s/ Kenneth R. Peak /s/ Arthur R. Carlson By:________________________________ By:__________________________________ Kenneth R. _____________ General Mills, Inc – CERTIFY THAT: Trust Company of the West, a California trust company, in its capacities as Investment Manager pursuant to the Investment Management Agreement dated as of June 6, 1988 between General Mills, Inc . and the Trust Company of the West and as Custodian pursuant to the Custody Agreement dated as of February 6, 1989 among General Mills, Inc., the Trust Company of _____________ dt 1680479 ; Contango Oil & Gas Contango Oil & Gas Co ;	Milbank Tweed Milbank, Tweed, Hadley & McCloy ( Legal ) As referenced in this Securities Purchase Agreement: Milbank, Tweed – to: Trust Company of the West 865 S. Figueroa Street Los Angeles, California 90017 Attention: Arthur R. Carlson Phone: (213) 244-0053 Fax: (213) 244-0604 with a copy to: Milbank, Tweed , Hadley & McCloy LLP 601 S. Figueroa Street, 30th Floor Los Angeles, CA 90017 Attention: David A. Lamb, Esq. Phone: (213) 892-4000 Fax: (213) 629-5063 All such _____________ dt 1676796