$ in thousands, except per share amounts

EX-10.50 3 f00496exv10w50.txt EXHIBIT 10.50 DUPLICATA EXHIBIT 10.50 N E S T L E S.A. Dreyer's Grand Ice Cream Holdings, Inc. 5929 College Avenue Oakland, CA 94618 U.S.A. Attn. A. Romaneschi Executive Vice President and Chief Financial Officer Vevey, May 28th, 2004 RE: BRIDGE LOAN FACILITY FOR UP TO USD 400 MILLION DATED JUNE 11, 2003 BY AND BETWEEN NESTLE S.A. AND DREYER'S GRAND ICE CREAM HOLDINGS, INC., AS AMENDED Dear Mr. Romaneschi, As discussed, the referenced Bridge Loan Facility shall be amended, effective as of May 28th, 2004, by replacing in its entirety the Events of Default paragraph with the following: 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, (the "Credit Facility"), or any other credit facility replacing in whole or in part such Credit Facility pursuant to which the lender(s) thereto have made a demand for the immediate payment of principal due thereunder. (c) Any representation or warranty by Borrower is incorrect in any material respect. (d) Determination by the Lender in accordance with the Margin determination hereunder (as amended) for any reporting period that either (i) the net debt/EBITDA ratio exceeds 5.0, or (ii) funds from operations (profit after taxes depreciation and amortization)/net debt is below 15%. AVENUE NESTLE 55 CH - 1800 VEVEY (SUISSE) TELEPHONE 021 924 27 11 TELEFAX 021 921 18 85 All other terms and conditions of the referenced Bridge Loan Facility are unchanged by this amendment letter and remain in full force and effect. Please indicate your agreement by signing and returning to us the attached copy of this amendment letter. Nestle S.A. /s/ Ph. Blondiaux /s/ J. Marmier ----------------- -------------- Ph. Blondiaux J. Marmier Agreed and accepted: Dreyer's Grand Ice Cream Holdings, Inc. /s/ William C. Collett - ---------------------- By: William C. Collett