exv10w54



 







Exhibit 10.54




N e s t l é  s.a.




Dreyer’s Grand Ice

Cream Holdings, Inc.

5929 College Avenue

Oakland, CA 94618

U.S.A.

Attn. Douglas M. Holdt



DUPLICATA




Vevey, 23rd May, 2005

FC-TREAS./KD/nia



Re:
Bridge Loan Facility for up to USD 400 million dated
June 11, 2003 by and between Nestlé S.A.
and Dreyer’s Grand Ice Cream Holdings, Inc., as amended



Dear Mr. Holdt,




As
discussed, the referenced Bridge Loan Facility shall be amended,
effective as of June 15, 2005,
by replacing in its entirety the paragraphs hereunder with the following:



	 	 	 	 	 	 	 	 	 	 	 
	Amount of Loan	 	:	 	Up to a maximum amount of USD
700’000’000. —
 (seven hundred million
U.S. dollars) (the “Loan”)
	 
	 	 	 	 	 	 	 	 	 	 
	Margin

	 	:
	 	Rating
	 	Margin
	 	 
	 

	 	 	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	AAA
	 	 	12,5	 	 	basis points
	 

	 	 	 	AA
	 	 	20	 	 	basis points
	 

	 	 	 	A+/A1
	 	 	25	 	 	basis points
	 

	 	 	 	A/A2
	 	 	35	 	 	basis points
	 

	 	 	 	A-/A3
	 	 	40	 	 	basis points
	 

	 	 	 	BBB+/Baa1
	 	 	50	 	 	basis points
	 

	 	 	 	BBB/Baa2
	 	 	60	 	 	basis points
	 

	 	 	 	BBB+/Baa3
	 	 	70	 	 	basis points
	 

	 	 	 	BBB-
	 	 	80	 	 	basis points
	 

	 	 	 	BB/BB-
	 	 	90	 	 	basis points
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	The applicable Margin shall be the
one set above opposite the long term
unsecured debt rating, to be defined
according to Annex 1 hereto, of the
Borrower, as determined by the Lender,
based upon (i) each half yearly and
yearly financial statements of the
Borrower, as published, and (ii) the
ratio of net debt/EBITDAR, where
EBITDAR is adjusted for non-recurring
deal expenses/revenues (both cash and
non-cash), the effects of reverse
acquisition accounting, royalties and
license fees paid to the Lender or an
affiliate of the Lender, and other
adjustments consistent with the
determination of EBITDAR as reported by
Borrower to the DGICH board and Lender,
and (iii) EBITDAR/net debt ratio of
such financial statements. The Margin
so determined shall be applicable as
from the date of publication of such
financial statements by the Borrower
until the next date of such financial
statements by Borrower.






							
	 	 	 	 	 	 	 
	AVENUE NESTLÉ 55
	 	CH-1 800 VEVEY (SUISSE)
	 	TÉLÉPHONE 021 924 21 11
	 	TÉLÉFAX 021 921 18 85






 









 







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, 2006;
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.










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 each fiscal year that either (i)
the net debt/EBITDAR ratio exceeds
5.75, or (ii) EBITDAR/net debt is less
than 15%.










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.



Yours sincerely,




Nestlé S.A.








Agreed and accepted:



Dreyer’s Grand Ice Cream Holdings, Inc.







By: Douglas M. Holdt