Common use of Conditions to Effectiveness of this Third Amendment Clause in Contracts

Conditions to Effectiveness of this Third Amendment. 3.1 This Third Amendment shall become effective if, and only if, all required approvals (including approval under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976) for the Transaction have been received on or before July 31, 2003 and upon the satisfaction in full of each of the following conditions on or before August 29, 2003 (the date on which each such condition has been satisfied is called the "THIRD AMENDMENT EFFECTIVE DATE"): (a) The Transaction shall have been consummated in accordance with the Transaction Agreement (without any amendment or other modification thereto unless approved in writing by the Noteholders); (b) executed counterparts of this Third Amendment and the Amended Note Agreements, duly executed by the Company, New Dreyer's and each Noteholder, shall have been delivered to the Noteholders (it being understood that the Noteholders may rely on facsimile confirmation of the execution of a counterpart hereof and thereof by any party hereto or thereto); (c) each Noteholder shall have received on the Third Amendment Effective Date from the Company an amendment fee by a wire transfer (to the accounts to which scheduled payments on the Notes are made, with a reference to "Dreyer's amendment fee") in the amount set forth opposite its name below: The Prudential Insurance Company of America: $ 50,000.00 Transamerica Life Insurance and Annuity Company $ 21,428.57 (d) (i) the representations and warranties of the Company and New Dreyer's set forth in Section 2 hereof, and each of the statements in the certificate delivered pursuant to Section 3.1(h) hereof shall be true, correct and complete on and with respect to the Third Amendment Effective Date and (ii) no Default or Event of Default shall have occurred and be continuing on the Third Amendment Effective Date or would result from this Third Amendment becoming effective in accordance with the terms hereof, and the Noteholders shall have received an Officer's Certificate of the Company and New Dreyer's certifying to the effects set forth in clauses (i) and (ii) above; (e) each Noteholder shall have received a guaranty substantially in the form of EXHIBIT C (the "GUARANTY") duly executed by each Guarantor (as defined in the Amended Note Agreements); (f) each Noteholder shall have received a certificate of the secretary of assistant secretary of the Company, New Dreyer's and each other Guarantor as to (a) resolutions of the Board of Directors or other governing body of such Person authorizing the execution and delivery by such Person of this Third Amendment, the Amended Note Agreements and/or the Guaranty, as applicable, and the performance by such Person of its obligations under the Amended Note Agreements and/or the Guaranty, as applicable; and (b) the incumbency and signatures of the officers of such Person who are authorized to execute and deliver this Third Amendment, the Amended Note Agreements and/or the Guaranty, as applicable; (g) each Noteholder shall have received satisfactory opinions of counsel to the Company, New Dreyer's and the Guarantors; (j) each Noteholder shall have received a certificate of a Responsible Officer (as defined in the Amended Note Agreements) of the Company and New Dreyer's to the effect that (a) there has been no material adverse change in the operations, business, properties, assets, liabilities, condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken as a whole since December 28, 2002 or of NICC and its Subsidiaries taken as a whole since September 29, 2002; (b) there is no action, suit, investigation or proceeding pending or, to the knowledge of New Dreyer's or the Company, threatened in any court or before any arbitrator or governmental authority that (i) is reasonably likely to materially and adversely affect New Dreyer's and its Subsidiaries taken as a whole or (ii) purports to affect the Third Amendment or any transaction contemplated thereby or the ability of the Company, New Dreyer's or any Guarantor to perform its obligations under the Amended Note Agreements or the Guaranty, as applicable; (c) all required consents and approvals (including approval under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976) for the (i) consummation of the Transaction, (ii) execution and delivery by New Dreyer's and the Company of this Third Amendment and the Amended Note Agreements, (iii) execution and delivery by the Guarantors of the Guaranty and (iv) performance by the Company, New Dreyer's and the other Guarantors of their respective obligations under the Amended Note Agreements and the Guaranty, as applicable, have been obtained and are in full force and effect; and (d) the obligations of the Company under the Amended Note Agreements and the obligations of the Guarantors under the Guaranty will not be structurally subordinated to any other material debt of the Company or any Guarantor; (i) each Noteholder shall have received evidence that the Nestle Credit Arrangements (as defined in the Amended Note Agreements) are in full force and effect; and (j) executed counterparts of the Intercreditor Agreement, duly executed by the parties thereto, shall have been delivered to the Noteholders (it being understood that the Noteholders may rely on facsimile confirmation of the execution of a counterpart thereof by any party thereto). Upon receipt of all of the foregoing, this Third Amendment shall become effective.

Conditions to Effectiveness of this Third Amendment. 3.1 Section 3.1. This Third Amendment shall not become effective ifuntil, and only ifshall become effective when, all required approvals (including approval under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976) for the Transaction have been received on or before July 31, 2003 each and upon the satisfaction in full of each every one of the following conditions on or before August 29, 2003 shall have been satisfied (the date on which each such condition has been satisfied is called the "THIRD AMENDMENT EFFECTIVE DATE"“Effective Date”): (a) The Transaction shall have been consummated in accordance with the Transaction Agreement (without any amendment or other modification thereto unless approved in writing by the Noteholders); (b) executed counterparts of this Third Amendment and the Amended Note AgreementsAmendment, duly executed by the CompanyIssuer, New Dreyer's the Parent and each Noteholderthe holders of more than 50% of the outstanding principal of the Notes, including executed counterparts of the confirmation and agreement by the Subsidiary Guarantors, shall have been delivered to the Noteholders; (b) the Noteholders (it being understood shall have received evidence satisfactory to them that the Noteholders may rely on facsimile confirmation Note Purchase Agreement dated as of December 18, 2014 among the execution of a counterpart hereof Issuer, the Parent and thereof the purchasers thereto has been amended substantially in the same form as set forth by any party hereto or thereto);the amendments included herein; STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P. THIRD AMENDMENT TO APRIL 2014 NOTE PURCHASE AGREEMENT (c) each Noteholder the Noteholders shall have received on evidence satisfactory to them that the Third Amendment Effective Date from Note Purchase Agreement dated as of December 1, 2015 among the Company an amendment fee by a wire transfer (to Issuer, the accounts to which scheduled payments on Parent and the Notes are made, with a reference to "Dreyer's amendment fee") purchasers thereto has been executed and delivered in substantially in the amount same form as set forth opposite its name below: The Prudential Insurance Company of America: $ 50,000.00 Transamerica Life Insurance and Annuity Company $ 21,428.57 by the amendments included herein; (d) the Noteholders shall have received evidence satisfactory to them that the Note Purchase Agreement dated as of date hereof among the Issuer, the Parent and the purchasers thereto has been executed and delivered in substantially in the same form as set forth by the amendments included herein; (ie) the representations and warranties of the Company Issuer and New Dreyer's the Parent set forth in Section 2 hereof, hereof are true and each of the statements in the certificate delivered pursuant to Section 3.1(h) hereof shall be true, correct and complete on and with respect to the Third Amendment Effective Date and (ii) no Default or Event of Default shall have occurred and be continuing on the Third Amendment Effective Date or would result from this Third Amendment becoming effective in accordance with the terms date hereof, and the Noteholders shall have received an Officer's Certificate of the Company and New Dreyer's certifying to the effects set forth in clauses (i) and (ii) above; (e) each Noteholder shall have received a guaranty substantially in the form of EXHIBIT C (the "GUARANTY") duly executed by each Guarantor (as defined in the Amended Note Agreements);; and (f) each Noteholder the fees and expenses of Xxxxxxx and Xxxxxx, LLP, counsel to the Noteholders, shall have received a certificate of been paid by the secretary of assistant secretary of Issuer, in connection with the Companynegotiation, New Dreyer's and each other Guarantor as to (a) resolutions of the Board of Directors or other governing body of such Person authorizing the preparation, approval, execution and delivery by such Person of this Third Amendment, the Amended Note Agreements and/or the Guaranty, as applicable, and the performance by such Person of its obligations under the Amended Note Agreements and/or the Guaranty, as applicable; and (b) the incumbency and signatures of the officers of such Person who are authorized to execute and deliver this Third Amendment, the Amended Note Agreements and/or the Guaranty, as applicable; (g) each Noteholder shall have received satisfactory opinions of counsel to the Company, New Dreyer's and the Guarantors; (j) each Noteholder shall have received a certificate of a Responsible Officer (as defined in the Amended Note Agreements) of the Company and New Dreyer's to the effect that (a) there has been no material adverse change in the operations, business, properties, assets, liabilities, condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken as a whole since December 28, 2002 or of NICC and its Subsidiaries taken as a whole since September 29, 2002; (b) there is no action, suit, investigation or proceeding pending or, to the knowledge of New Dreyer's or the Company, threatened in any court or before any arbitrator or governmental authority that (i) is reasonably likely to materially and adversely affect New Dreyer's and its Subsidiaries taken as a whole or (ii) purports to affect the Third Amendment or any transaction contemplated thereby or the ability of the Company, New Dreyer's or any Guarantor to perform its obligations under the Amended Note Agreements or the Guaranty, as applicable; (c) all required consents and approvals (including approval under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976) for the (i) consummation of the Transaction, (ii) execution and delivery by New Dreyer's and the Company of this Third Amendment and the Amended Note Agreements, (iii) execution and delivery by the Guarantors of the Guaranty and (iv) performance by the Company, New Dreyer's and the other Guarantors of their respective obligations under the Amended Note Agreements and the Guaranty, as applicable, have been obtained and are in full force and effect; and (d) the obligations of the Company under the Amended Note Agreements and the obligations of the Guarantors under the Guaranty will not be structurally subordinated to any other material debt of the Company or any Guarantor; (i) each Noteholder shall have received evidence that the Nestle Credit Arrangements (as defined in the Amended Note Agreements) are in full force and effect; and (j) executed counterparts of the Intercreditor Agreement, duly executed by the parties thereto, shall have been delivered to the Noteholders (it being understood that the Noteholders may rely on facsimile confirmation of the execution of a counterpart thereof by any party thereto). Upon receipt of all of the foregoing, this Third Amendment shall become effective.

Conditions to Effectiveness of this Third Amendment. 3.1 Section 4.1 This Third Amendment shall not become effective ifuntil, and only ifshall become effective when, all required approvals (including approval under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976) for the Transaction have been received on or before July 31, 2003 each and upon the satisfaction in full of each every one of the following conditions on or before August 29, 2003 (the date on which each such condition has shall have been satisfied is called the "THIRD AMENDMENT EFFECTIVE DATE"):satisfied: (a) The Transaction shall have been consummated in accordance with the Transaction Agreement (without any amendment or other modification thereto unless approved in writing by the Noteholders); (b) executed counterparts of this Third Amendment and the Amended Note AgreementsAmendment, duly executed by the Company, New Dreyer's the Subsidiary Guarantors and each Noteholderthe holders of at least 51% of the outstanding principal of the Notes, shall have been delivered to the Noteholders Noteholders, and the same shall be in full force and effect and shall constitute the legal, valid and binding obligations of all the parties thereto; (it being understood that b) the Noteholders may rely on facsimile confirmation shall have received a copy of the execution resolutions of a counterpart hereof the Board of Directors or authorized committee thereof of the Company authorizing the execution, delivery and thereof performance by any party hereto the Company of this Third Amendment, certified by its Secretary or thereto)an Assistant Secretary; (c) each Noteholder shall have received on the Third Amendment Effective Date from the Company an amendment fee by a wire transfer (to the accounts to which scheduled payments on the Notes are made, with a reference to "Dreyer's amendment fee") in the amount set forth opposite its name below: The Prudential Insurance Company of America: $ 50,000.00 Transamerica Life Insurance and Annuity Company $ 21,428.57 (d) (i) the representations and warranties of the Company and New Dreyer's set forth in Section 2 hereof, SECTION 3 hereof are true and each of the statements in the certificate delivered pursuant to Section 3.1(h) hereof shall be true, correct and complete on and with respect to the Third Amendment Effective Date and date hereof; (iid) no Default or Event of Default shall have occurred and be continuing on the Third Amendment Effective Date or would result from this Third Amendment becoming effective in accordance with the terms hereof, and the Noteholders shall have received an Officer's Certificate the favorable opinion of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel to the Company and New Dreyer's certifying to the effects set forth in clauses (i) Subsidiary Guarantors and (ii) aboveXxxxxx X. Xxxxxx, Esq., General Counsel of the Company which opinions, taken together, shall cover (1) the matters set forth in SECTIONS 3.1(a), 3.1(b) and 3.1(c) hereof and (2) such other matters as the Noteholders deem necessary and which opinions shall be in form and substance satisfactory to the Noteholders; (ei) each Noteholder the Company shall have consummated the issue and sale of the Convertible Indebtedness and (ii) the Noteholders shall have received a guaranty substantially true, correct and complete copy of all certificates, documents and opinions delivered in connection with the form issuance and sale of EXHIBIT C (the "GUARANTY") duly executed Convertible Indebtedness as certified by each Guarantor (as defined in a Responsible Officer of the Amended Note Agreements)Company; (f) each Noteholder (i) the Company shall have applied the proceeds of the issue and sale of the Convertible Indebtedness to the repayment or permanent reduction of commitments of Senior Indebtedness of the Company in an aggregate principal amount of not less than $50,000,000 and (ii) the Noteholders shall have received a certificate of the secretary of assistant secretary of the Company, New Dreyer's evidence reasonably satisfactory to them and each other Guarantor as to (a) resolutions of the Board of Directors or other governing body their special counsel of such Person authorizing the execution and delivery by such Person repayment or permanent reduction of this Third Amendment, the Amended Note Agreements and/or the Guaranty, as applicable, and the performance by such Person of its obligations under the Amended Note Agreements and/or the Guaranty, as applicable; and (b) the incumbency and signatures of the officers of such Person who are authorized to execute and deliver this Third Amendment, the Amended Note Agreements and/or the Guaranty, as applicablecommitments; (g) each Noteholder the holders of the Notes shall have received satisfactory opinions of counsel an amendment fee in an amount equal to 0.125% times the Company, New Dreyer's and the Guarantors; (j) each Noteholder shall have received a certificate of a Responsible Officer (as defined in the Amended Note Agreements) aggregate outstanding principal amount of the Company and New Dreyer's to the effect that (a) there has been no material adverse change in the operations, business, properties, assets, liabilities, condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken as a whole since December 28, 2002 or of NICC and its Subsidiaries taken as a whole since September 29, 2002; (b) there is no action, suit, investigation or proceeding pending or, to the knowledge of New Dreyer's or the Company, threatened in any court or before any arbitrator or governmental authority that (i) is reasonably likely to materially and adversely affect New Dreyer's and its Subsidiaries taken as a whole or (ii) purports to affect the Third Amendment or any transaction contemplated thereby or the ability of the Company, New Dreyer's or any Guarantor to perform its obligations under the Amended Note Agreements or the Guaranty, as applicable; (c) all required consents and approvals (including approval under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976) for the (i) consummation of the Transaction, (ii) execution and delivery Notes held by New Dreyer's and the Company of this Third Amendment and the Amended Note Agreements, (iii) execution and delivery by the Guarantors of the Guaranty and (iv) performance by the Company, New Dreyer's and the other Guarantors of their respective obligations under the Amended Note Agreements and the Guaranty, as applicable, have been obtained and are in full force and effect; and (d) the obligations of the Company under the Amended Note Agreements and the obligations of the Guarantors under the Guaranty will not be structurally subordinated to any other material debt of the Company or any Guarantor; (i) each Noteholder shall have received evidence that the Nestle Credit Arrangements (as defined in the Amended Note Agreements) are in full force and effectsuch Noteholder; and (jh) executed counterparts of the Intercreditor Agreement, duly executed by the parties thereto, Company shall have been delivered paid the reasonable fees and expenses of Xxxxxxx and Xxxxxx, counsel to the Noteholders (it being understood that Noteholders, in connection with the Noteholders may rely on facsimile confirmation negotiation, preparation, approval, execution and delivery of the execution of a counterpart thereof by any party thereto)this Third Amendment. Upon receipt of all of the foregoing, this Third Amendment shall become effective.

Conditions to Effectiveness of this Third Amendment. 3.1 (a) This Third Amendment shall become effective if, and only if, all required approvals (including approval under on the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976) for the Transaction have been received on or before July 31, 2003 and upon the satisfaction in full of each of the following conditions on or before August 29, 2003 date (the date “Third Amendment Effective Date”) on which each such condition has been satisfied is called the "THIRD AMENDMENT EFFECTIVE DATE"):which: (ai) The Transaction Administrative Agent shall have been consummated in accordance with the Transaction Agreement (without any amendment or other modification thereto unless approved in writing by the Noteholders); (b) received duly executed and delivered counterparts of this Third Amendment and that, when taken together, bear the Amended Note Agreements, duly executed by the Company, New Dreyer's and each Noteholder, shall have been delivered to the Noteholders (it being understood that the Noteholders may rely on facsimile confirmation signatures of the execution of a counterpart hereof Borrower, the Tranche A Accepting Lender and thereof by any party hereto or thereto)all Subsidiary Guarantors; (cii) each Noteholder shall have received on the Third Amendment Effective Date from the Company an amendment fee by a wire transfer Each of (to the accounts to which scheduled payments on the Notes are made, with a reference to "Dreyer's amendment fee") in the amount set forth opposite its name below: The Prudential Insurance Company of America: $ 50,000.00 Transamerica Life Insurance and Annuity Company $ 21,428.57 (d) (iA) the representations and warranties of the Company and New Dreyer's set forth in Section 2 hereofshall be true and correct in all material respects on and as of the Third Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality (or Material Adverse Effect) in the text thereof, and each (B) the conditions in Sections 4.01(b), 4.01(c) and 4.01(d) of the statements Amended Credit Agreement shall have been satisfied or waived in accordance with the terms of the Amended Credit Agreement; (iii) The Administrative Agent shall have received a certificate, dated as of the Third Amendment Effective Date, duly executed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in Section 3(a)(ii)(A) above and Section 4.01(c) of the Amended Credit Agreement; (iv) The Administrative Agent shall have received (1) a certificate delivered pursuant as to Section 3.1(hthe good standing of each Loan Party as of a recent date, from the Secretary of State of the state of its organization; (2) hereof shall be true, correct and complete on and with respect to a certificate of the Secretary or Assistant Secretary of each Loan Party dated as of the Third Amendment Effective Date and certifying (iiA) no Default that the by-laws or Event other similar governing documents, as applicable, of Default shall such Loan Party have occurred not been amended or changed since the Closing Date other than those changes attached to such certificate, (B) that attached thereto is a true and be continuing on the Third Amendment Effective Date or would result from this Third Amendment becoming effective in accordance with the terms hereof, and the Noteholders shall have received an Officer's Certificate complete copy of the Company and New Dreyer's certifying to the effects set forth in clauses (i) and (ii) above; (e) each Noteholder shall have received a guaranty substantially in the form of EXHIBIT C (the "GUARANTY") resolutions duly executed adopted by each Guarantor (as defined in the Amended Note Agreements); (f) each Noteholder shall have received a certificate of the secretary of assistant secretary of the Company, New Dreyer's and each other Guarantor as to (a) resolutions of the Board of Directors or other similar governing body of such Person authorizing the execution and delivery by such Person of this Third Amendment, the Amended Note Agreements and/or the Guarantybody, as applicable, and the performance by such Person of its obligations under the Amended Note Agreements and/or the Guaranty, as applicable; and (b) the incumbency and signatures of the officers of such Person who are authorized to execute Loan Party authorizing the execution, delivery and deliver this Third Amendment, the Amended Note Agreements and/or the Guaranty, as applicable; (g) each Noteholder shall have received satisfactory opinions performance of counsel to the Company, New Dreyer's and the Guarantors; (j) each Noteholder shall have received a certificate of a Responsible Officer (as defined in the Amended Note Agreements) of the Company and New Dreyer's to the effect that (a) there has been no material adverse change in the operations, business, properties, assets, liabilities, condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken as a whole since December 28, 2002 or of NICC and its Subsidiaries taken as a whole since September 29, 2002; (b) there is no action, suit, investigation or proceeding pending or, to the knowledge of New Dreyer's or the Company, threatened in any court or before any arbitrator or governmental authority that (i) is reasonably likely to materially and adversely affect New Dreyer's and its Subsidiaries taken as a whole or (ii) purports to affect the Third Amendment and that such resolutions have not been modified, rescinded or any transaction contemplated thereby or the ability of the Company, New Dreyer's or any Guarantor to perform its obligations under the Amended Note Agreements or the Guaranty, as applicable; (c) all required consents and approvals (including approval under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976) for the (i) consummation of the Transaction, (ii) execution and delivery by New Dreyer's and the Company of this Third Amendment and the Amended Note Agreements, (iii) execution and delivery by the Guarantors of the Guaranty and (iv) performance by the Company, New Dreyer's and the other Guarantors of their respective obligations under the Amended Note Agreements and the Guaranty, as applicable, have been obtained amended and are in full force and effect, (C) that the certificate or articles of incorporation or other formation documents of such Loan Party have not been amended or changed since the Closing Date other than those changes attached to such certificate and (D) that there has been no change as to the incumbency and specimen signature of each officer executing the Third Amendment or any other document delivered in connection herewith on behalf of such Loan Party since the Closing Date other than any such changed incumbency and specimen signatures attached to such certificate; and (d3) a certificate of another officer as to the obligations incumbency and specimen signature of the Company under Secretary or Assistant Secretary executing the Amended Note Agreements and the obligations of the Guarantors under the Guaranty will not be structurally subordinated certificate pursuant to any other material debt of the Company or any Guarantorclause (2) above; (iv) each Noteholder The Administrative Agent shall have received, on behalf of itself and the Tranche A Revolving Lenders party hereto, a favorable written opinion of Xxxxx Xxxxx L.L.P., counsel for the Borrower and certain other Loan Parties in form and substance satisfactory to the Administrative Agent; (vi) The Administrative Agent shall have received evidence that a written notice with respect to the Nestle Permitted Amendment contemplated by this Amendment in accordance with Section 9.19(a) of the Credit Arrangements (as defined in the Amended Note Agreements) are in full force and effectAgreement; and (jvii) executed counterparts The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Third Amendment Effective Date, including, to the extent invoiced, reimbursement or other payment of the Intercreditor Agreement, duly executed all out-of-pocket expenses required to be reimbursed or paid by the parties thereto, shall have been delivered Borrower hereunder or under any other Loan Document or other agreement with the Borrower relating to the Noteholders (it being understood that the Noteholders may rely on facsimile confirmation of the execution of a counterpart thereof by any party thereto). Upon receipt of all of the foregoing, this Third Amendment shall become effectiveTransactions.

Conditions to Effectiveness of this Third Amendment. 3.1 Section 3.1. This Third Amendment shall not become effective ifuntil, and only ifshall become effective when, all required approvals (including approval under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976) for the Transaction have been received on or before July 31, 2003 each and upon the satisfaction in full of each every one of the following conditions on or before August 29, 2003 (the date on which each such condition has shall have been satisfied is called the "THIRD AMENDMENT EFFECTIVE DATE"):satisfied: (a) The Transaction shall have been consummated in accordance with the Transaction Agreement (without any amendment or other modification thereto unless approved in writing by the Noteholders); (b) executed counterparts of this Third Amendment and the Amended Note AgreementsAmendment, duly executed by the Company, New Dreyer's the Trust and each Noteholderthe holders of at least 50% of the outstanding principal of the Notes, shall have been delivered to the Noteholders holders of Notes; (it being understood b) the holders of Notes shall have received evidence satisfactory to them that the Noteholders may rely on facsimile confirmation each of the execution following shall have been amended in form and substance consistent with this Third Amendment: (i) the Note Purchase Agreement dated as of a counterpart hereof June 27, 2013 among the Company, the Trust and thereof by any party hereto or each of the “Purchasers” listed in Schedule A attached thereto), (ii) the Note Purchase Agreement dated as of September 30, 2015 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iii) the Note Purchase Agreement dated as of August 19, 2016 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto (iv) the Note Purchase Agreement dated as of December 21, 2017 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto and (v) the Note Purchase Agreement dated as of December 27, 2019 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto; (c) each Noteholder the holders of Notes shall have received on a copy of the Third Amendment Effective Date from resolutions of the Board of Trustees of the Trust authorizing the execution, delivery and performance by the Company and the Trust of this Third Amendment, certified by its Secretary or an amendment fee by a wire transfer (to the accounts to which scheduled payments on the Notes are made, with a reference to "Dreyer's amendment fee") in the amount set forth opposite its name below: The Prudential Insurance Company of America: $ 50,000.00 Transamerica Life Insurance and Annuity Company $ 21,428.57 Assistant Secretary; (d) (i) the recitals set forth above and the representations and warranties of the Company and New Dreyer's the Trust set forth in Section 2 hereof, hereof are true and each of the statements in the certificate delivered pursuant to Section 3.1(h) hereof shall be true, correct and complete on and with respect to the Third Amendment Effective Date and (ii) no Default or Event of Default shall have occurred and be continuing on the Third Amendment Effective Date or would result from this Third Amendment becoming effective in accordance with the terms date hereof, and the Noteholders shall have received an Officer's Certificate of the Company and New Dreyer's certifying to the effects set forth in clauses (i) and (ii) above; (e) each Noteholder holder of a Note shall have received a guaranty substantially an amendment fee in an amount equivalent to 0.10% of the form outstanding principal amount of EXHIBIT C (the "GUARANTY") duly executed by each Guarantor (as defined in the Amended Note Agreements);its Note; and (f) each Noteholder to the extent invoiced at least one (1) Business Day prior to the date hereof, the fees and expenses of Xxxxxxx and Xxxxxx, LLP, counsel to the Noteholders, shall have received a certificate of the secretary of assistant secretary of been paid by the Company, New Dreyer's and each other Guarantor as to (a) resolutions of in connection with the Board of Directors or other governing body of such Person authorizing the negotiation, preparation, approval, execution and delivery by such Person of this Third Amendment, the Amended Note Agreements and/or the Guaranty, as applicable, and the performance by such Person of its obligations under the Amended Note Agreements and/or the Guaranty, as applicable; and (b) the incumbency and signatures of the officers of such Person who are authorized to execute and deliver this Third Amendment, the Amended Note Agreements and/or the Guaranty, as applicable; (g) each Noteholder shall have received satisfactory opinions of counsel to the Company, New Dreyer's and the Guarantors; (j) each Noteholder shall have received a certificate of a Responsible Officer (as defined in the Amended Note Agreements) of the Company and New Dreyer's to the effect that (a) there has been no material adverse change in the operations, business, properties, assets, liabilities, condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken as a whole since December 28, 2002 or of NICC and its Subsidiaries taken as a whole since September 29, 2002; (b) there is no action, suit, investigation or proceeding pending or, to the knowledge of New Dreyer's or the Company, threatened in any court or before any arbitrator or governmental authority that (i) is reasonably likely to materially and adversely affect New Dreyer's and its Subsidiaries taken as a whole or (ii) purports to affect the Third Amendment or any transaction contemplated thereby or the ability of the Company, New Dreyer's or any Guarantor to perform its obligations under the Amended Note Agreements or the Guaranty, as applicable; (c) all required consents and approvals (including approval under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976) for the (i) consummation of the Transaction, (ii) execution and delivery by New Dreyer's and the Company of this Third Amendment and the Amended Note Agreements, (iii) execution and delivery by the Guarantors of the Guaranty and (iv) performance by the Company, New Dreyer's and the other Guarantors of their respective obligations under the Amended Note Agreements and the Guaranty, as applicable, have been obtained and are in full force and effect; and (d) the obligations of the Company under the Amended Note Agreements and the obligations of the Guarantors under the Guaranty will not be structurally subordinated to any other material debt of the Company or any Guarantor; (i) each Noteholder shall have received evidence that the Nestle Credit Arrangements (as defined in the Amended Note Agreements) are in full force and effect; and (j) executed counterparts of the Intercreditor Agreement, duly executed by the parties thereto, shall have been delivered to the Noteholders (it being understood that the Noteholders may rely on facsimile confirmation of the execution of a counterpart thereof by any party thereto). Upon receipt of all of the foregoing, this Third Amendment shall become effective.

Conditions to Effectiveness of this Third Amendment. 3.1 This Third Amendment shall not become effective ifuntil, and only if, all required approvals (including approval under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976) for the Transaction have been received on or before July 31, 2003 and upon the satisfaction in full of each of the following conditions on or before August 29, 2003 (the date on which each such condition has been satisfied is called the "THIRD AMENDMENT EFFECTIVE DATE"):shall become effective when: (a) The Transaction shall have been consummated in accordance with the Transaction Agreement (without any amendment or other modification thereto unless approved in writing by the Noteholders); (b) executed counterparts of this Third Amendment and the Amended Note AgreementsAmendment, duly executed by the Company, New Dreyer's Company and each Noteholderthe holders of 100% in aggregate principal amount of outstanding Notes, shall have been delivered to the Noteholders (it being understood that the Noteholders may rely on facsimile confirmation of the execution of a counterpart hereof and thereof by any party hereto or thereto)Noteholders; (cb) Allonges, in the form of Exhibit C attached hereto, shall have been duly executed by the Company for each Noteholder of the outstanding Notes and delivered to the appropriate Noteholders; (i) Guaranties in form and substance satisfactory to the Noteholders, and (ii) a Security Agreement in form and substance satisfactory to the Noteholders, shall have been duly executed in favor of the Noteholders by each of the Domestic Subsidiaries and Foreign Subsidiaries executing and delivering Guaranties and granting security interests in their assets to the Senior Lenders under the Senior Credit Agreement; (d) the Noteholders shall have received on a fully executed copy of the Third Amendment Effective Date from the Company an amendment fee by a wire transfer Second Amended and Restated Senior Credit Agreement, in form and substance satisfactory to them; (to the accounts to which scheduled payments on the Notes are made, with a reference to "Dreyer's amendment fee") in the amount set forth opposite its name below: The Prudential Insurance Company of America: $ 50,000.00 Transamerica Life Insurance and Annuity Company $ 21,428.57 (d) (ie) the representations and warranties of the Company and New Dreyer's set forth in Section 2 hereof, and each of the statements in the certificate delivered pursuant to Section 3.1(h) 3 hereof shall be true, true and correct and complete on and with respect to the Third Amendment Effective Date effective date hereof and (ii) no Default or Event of Default shall have occurred and be continuing on the Third Amendment Effective Date or would result from this Third Amendment becoming effective in accordance with the terms hereof, and the Noteholders shall have received an Officer's Certificate of the Company and New Dreyer's certifying to the effects set forth in clauses (i) and (ii) above; (e) each Noteholder shall have received a guaranty substantially in the form of EXHIBIT C (the "GUARANTY") duly executed by each Guarantor (as defined in the Amended Note Agreements); (f) each Noteholder shall have received a certificate of the secretary of assistant secretary of the Company, New Dreyer's and each other Guarantor as to (a) resolutions of the Board of Directors or other governing body of such Person authorizing the execution and delivery by such Person of this Third Amendment, the Amended Note Agreements and/or the Guaranty, as applicable, and the performance by such Person of its obligations under the Amended Note Agreements and/or the Guaranty, as applicable; and (b) the incumbency and signatures of the officers of such Person who are authorized to execute and deliver this Third Amendment, the Amended Note Agreements and/or the Guaranty, as applicable; (g) each Noteholder shall have received satisfactory opinions of counsel to the Company, New Dreyer's and the Guarantors; (j) each Noteholder shall have received a certificate of a Responsible Officer (as defined in the Amended Note Agreements) of the Company and New Dreyer's to the effect that (a) there has been no material adverse change in the operations, business, properties, assets, liabilities, condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken as a whole since December 28, 2002 or of NICC and its Subsidiaries taken as a whole since September 29, 2002; (b) there is no action, suit, investigation or proceeding pending or, to the knowledge of New Dreyer's or the Company, threatened in any court or before any arbitrator or governmental authority that (i) is reasonably likely to materially and adversely affect New Dreyer's and its Subsidiaries taken as a whole or (ii) purports to affect the Third Amendment or any transaction contemplated thereby or the ability of the Company, New Dreyer's or any Guarantor to perform its obligations under the Amended Note Agreements or the Guaranty, as applicable; (c) all required consents and approvals (including approval under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976) for the (i) consummation of the Transaction, (ii) execution and delivery by New Dreyer's and the Company of this Third Amendment and shall constitute the Amended Note Agreements, (iii) execution and delivery certification by the Guarantors Company of the Guaranty and (iv) performance by the Company, New Dreyer's and the other Guarantors of their respective obligations under the Amended Note Agreements and the Guaranty, as applicable, have been obtained and are in full force and effect; and (d) the obligations of the Company under the Amended Note Agreements and the obligations of the Guarantors under the Guaranty will not be structurally subordinated to any other material debt of the Company or any Guarantorsame; (if) each Noteholder shall have received evidence that fees and expenses of counsel to the Nestle Credit Arrangements (as defined Noteholders relating to this Third Amendment to Note Purchase Agreements will be paid in the Amended Note Agreements) are in full force and effectfull; and (jg) executed counterparts of the Intercreditor Agreement, duly executed by the parties thereto, Noteholders shall have been delivered received such evidence, including wire transfer numbers and other information, as they shall require to confirm that prior to the effectiveness of this Third Amendment the Company wired to the Noteholders (it being understood that cash amounts aggregating not less than $1,000,000 for application to the Noteholders may rely interest payment due on facsimile confirmation of the execution of a counterpart thereof by any party thereto)Notes on April 30, 2003. Upon receipt satisfaction of all of the foregoing, this Third Amendment shall become effective, and the amendments to the Note Purchase Agreements provided for herein shall be deemed effective as of April 30, 2003 and the Existing Defaults waived.