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...
EXHIBIT 10.29
- Nestle S.A. -
Board of Directors
Xxxxxx'x Grand Ice
Cream Holdings, Inc.
0000 Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000
X.X.X.
Vevey, 11th June 2003
Dear Sirs and Madam,
NESTLE S.A. - XXXXXX'X 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 : Xxxxxx'x 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, Xxxxxx'x
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 : 000 xxxxx xxxxxx, 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
Xxxxxx'x 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.
00 xxxxxx Xxxxxx
XX-0000 Xxxxx
Xxxxxxxxxxx
Attn: Xxxxxxxx Xxxxxxxxx, Vice
President and
Group Treasurer
With a copy to : Xxxxxxx Xxxxxx,
Assistant Vice President and General
Counsel Corporate
If to the Borrower:
Xxxxxx'x Grand Ice Cream Holdings, Inc.
0000 Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000
XXX
Attn: Xxxxxxx Xxxxxxxxxx, Executive
Vice President and Chief Financial
Officer
With copies to: Xxxx XxXxxxx, Vice
President and General Counsel
Xxxxxxx Xxxxxxx, 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:
XXXXXX'X GRAND ICE CREAM HOLDINGS, INC.
/S/ Xxxxxxx X. Xxxx
By: Xxxxxxx X. Xxxx, Chief Operating Officer
Date and place : June 2003
Xxxxxxx, Xxxxxxxxxx 00000 XXX
