$ in thousands, except per share amounts

EX-10.29 6 f92061exv10w29.txt EXHIBIT 10.29 EXHIBIT 10.29 - Nestle S.A. - Board of Directors Dreyer's Grand Ice Cream Holdings, Inc. 5929 College Avenue Oakland, CA 94618 U.S.A. Vevey, 11th June 2003 Dear Sirs and Madam, NESTLE S.A. - DREYER'S GRAND ICE CREAM HOLDINGS, INC. BRIDGE LOAN FACILITY FOR UP TO USD 400 MILLION We refer to the previous discussions between your representatives and ours and agree to provide you a loan pursuant to the terms and conditions set out below : BORROWER : Dreyer's Grand Ice Cream Holdings, Inc. LENDER : Nestle S.A., or any direct or indirect subsidiary of Nestle S.A. as may from time to time be designated by Nestle S.A. PURPOSE : General corporate purposes AMOUNT OF THE LOAN : Up to a maximum of USD 400'000'000.- (four hundred million U.S. dollars) (the "Loan") PAYMENT DATE : The closing date of the merger and contribution transactions upon which, among other things, Dreyer's Grand Ice Cream, Inc. and Nestle Ice Cream Company, LLC will become wholly-owned subsidiaries of the Borrower. DRAWDOWNS : The Borrower may make drawdowns each of an amount of a minimum of USD 5 mio., or any multiples of USD 5 mio., provided that each draw down, added to the already effected and not repaid drawdowns, do not exceed in the aggregate the Amount of the Loan as defined above, once a month, on the Nestle Netting value date listed as "Settlement Date" in Annex 1 to this Agreement. Annex 1 will be completed for 2005 at a later date. The Borrower shall give 15 days prior notice to the Lender for drawdowns of up to USD 50'000'000 (fifty million US dollars), and 30 days prior notice for drawdowns of higher amounts. Amounts drawn and repaid may be reborrowed in accordance with the terms hereof. Each drawdown is conditional upon there having been, at the date of each drawdown, no material adverse change in the financial condition of the Borrower which may have an effect on its ability to repay any amounts drawn down (which have not been repaid) and accrued interest thereon outstanding at that time. TERM : Twelve months. At the option of the Borrower, and upon not less than thirty (30) days prior notice to the Lender, the Loan may be extended for additional periods not to exceed 12 months, provided however that the Loan may not be extended beyond December 31, 2005; and provided that, at the date of the extension request, no material adverse change exists in the financial condition of the Borrower which may have an effect on its ability to repay the Loan. LOAN REPAYMENT : Subject to any provision to the contrary in these terms and conditions, the principal amount of the Loan may be repaid, in full or in part, on a Settlement Date and upon 15 days prior notice to the Lender but in any event no later than at the date of expiration of the Term of the Loan. The Lender will communicate in due time to the Borrower all information necessary to effectuate the repayment. INTEREST RATE : The Interest rate shall be the 3 month USD LIBOR rate as published on Reuters or Bloomberg, applicable on the Payment date, respectively for each Interest period following the Payment date, applicable on the first day of each Interest period plus Margin (as defined below). MARGIN : 120 basis points, provided that: Within 90 days from the Payment date, the Borrower shall obtain at its own costs from a mutually acceptable firm an external debt rating appraisal of its borrowing quality for the purpose of reviewing the Margin applicable to subsequent Interest periods. Based upon such rating, the parties will reevaluate the Margin and the Borrower agrees that the Margin shall be reset to a market rate that shall reflect such rating. INTEREST CALCULATION : The number of elapsed days divided by 360. INTEREST PERIOD : Three (3) months, Nestle Netting value date to Nestle Netting value date. The first Interest period will commence on the date hereof and terminate on the Nestle Netting value date occurring three months thereafter. All succeeding Interest periods will commence and terminate on a Nestle Netting value date. The last Interest period will be adapted according to the loan repayment value date. PAYMENT OF INTEREST : Interest shall be paid on the last day of each Interest period, via the Nestle Netting. Should the Borrower fail to pay any accrued but unpaid Interest on the due date, the Lender shall have the right, at its sole discretion, either to (i) immediately terminate the Loan and seek immediate and full repayment of the principal and all due Interest, or to (ii) to give notice to Borrower to pay the due interest amounts by a certain date, failing which this Loan shall automatically be terminated and the principal and any accrued interests shall be repaid forthwith to the Lender. An interest rate of 5% per annum shall apply to all late Interest payments. TAXES : All payments in respect of the Loan hereunder shall be made free and clear of and without any deduction or withholding for or on account of any present or future taxes, levies, imposts, duties or charges of any nature. BORROWER'S PAYMENT OBLIGATION : Borrower promises to pay principal, interest and other amounts properly due hereunder as reflected on the books and records of the Lender and incorporated herein by reference. EVENTS OF DEFAULT : The occurrence of any of the following shall constitute an Event of Default: (a) Failure to pay any principal amount due hereunder within five business days after the date due. (b) An Event of Default under the Dreyer's Grand Ice Cream, Inc. Credit Agreement dated July 25, 2000, as amended, pursuant to which the lenders thereto have made a demand for the immediate payment of principal due thereunder. REMEDIES : Upon the occurrence of an Event of Default or a default of Borrower's obligations set forth in Payment of Interest, Lender may declare Borrower's Payment Obligation immediately due and payable. BORROWER'S WARRANTIES AND REPRESENTATIONS : The Borrower represents and warrants that: (a) it is validly constituted under the laws of Delaware (USA), (b) it has sufficient authority to enter into this Loan agreement and execute, perform and deliver its obligations hereunder, (c) its obligations under this Loan agreement do not in any way conflict, with other contracts it may be a party to or obligations it may have towards third parties, and (d) this Loan agreement constitutes the valid and binding obligations of Borrower, enforceable against Borrower in accordance with its terms. ASSIGNMENT : The Lender may at any time and at its sole discretion assign this Loan to any of its direct or indirect subsidiaries. The Borrower may not assign or transfer this Loan to any other party without the Lender's prior written consent. INDEMNITY : The Borrower agrees to indemnify the Lender and hold the Lender harmless in the event the Borrower is in breach of any of its obligations arising under this Loan agreement or of any warranty or representation hereunder. In addition, Borrower agrees to pay all costs and expenses, including reasonable attorneys' fees, incurred in connection with the preparation, administration and execution of this Loan. PROPER LAW : This Loan shall be governed by and be construed in accordance with the laws of Switzerland, in particular articles 312 to 318 of the Swiss Code of Obligations. ARBITRATION : Any suit, action or proceedings arising out of or in connection with the present agreement will be submitted to arbitration. Such arbitration shall be conducted by a single arbitrator appointed in accordance with the Rules of Arbitration of the International Chamber of Commerce (the "ICC"). The Rules of Arbitration of the ICC shall apply to any arbitration arising from a reference by either party under this Agreement. The law to be applied to the conduct of the arbitration and to the merits of the dispute by the arbitrator in such arbitration shall be the laws of Switzerland. The hearing of any such arbitration and the pronouncement of any consequent award shall be at either Geneva, Switzerland, or San Francisco, California, as selected by the arbitrator. Any award rendered in connection with such arbitration shall be final and binding upon the parties, shall be payable in U.S. Dollars free of any tax or any deduction and judgment upon such award may be entered and enforced by any court having jurisdiction over the party against whom enforcement is sought. NOTICES: Notice for any action or proceedings arising out of or in connection with this Loan shall be given to the respective parties as set forth below: If to the Lender: Nestle S.A. 55 avenue Nestle CH-1800 Vevey Switzerland Attn: Philippe Blondiaux, Vice President and Group Treasurer With a copy to : Michele Burger, Assistant Vice President and General Counsel Corporate If to the Borrower: Dreyer's Grand Ice Cream Holdings, Inc. 5929 College Avenue Oakland, CA 94618 USA Attn: Alberto Romaneschi, Executive Vice President and Chief Financial Officer With copies to: Mark LeHocky, Vice President and General Counsel William Collett, Treasurer Please confirm that you have agreed to the above terms by signing and returning to us the attached duplicate of this letter. Yours sincerely, /S/ Phillippe Blondiaux Phillippe Blondiaux VP and Group Treasurer NESTLE S.A. Read and agreed: DREYER'S GRAND ICE CREAM HOLDINGS, INC. /S/ Timothy F. Kahn By: Timothy F. Kahn, Chief Operating Officer Date and place : June 2003 Oakland, California 94618 USA