NESTLÉ S.A.

EXHIBIT 10.46

NESTLÉ X.X.

Xxxxxx’x Grand Ice Cream Holdings, Inc.

0000 Xxxxxxx Xxxxxx

Oakland, CA 94618

U.S.A.

Att. X. Xxxxxxxxxx

Executive Vice President and

Chief Financial Officer

Vevey, 11th February, 2004

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

Dear Xx. Xxxxxxxxxx,

As discussed, the referenced Bridge Loan Facility shall be amended, effective as of March 23rd, 2004, by replacing in its entirety the Margin paragraph with the following:

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 net debt/Ebitda, adjusted for non-recurring deal expenses/revenues (both cash and non-cash) and for the effects of reverse acquisition accounting, and operating cash-flow/debt ratios of such financial statements, and be applicable as from the date of publication of such financial statements by the Borrower until the next date of publication of such financial statements by the Borrower.

NESTLÉ S.A.

The Borrower shall provide the Lender with each of its half yearly and yearly financial statements simultaneously with their publication to the market, and the Lender shall notify the Borrower of the applicable Margin with five (5) days upon receipt of such financial statements.

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.

Nestlé S.A.

		/s/ X. XXXXXXX		/s/ X. XXXXXX
		X. Xxxxxxx		X. Xxxxxx

Agreed and accepted:

Xxxxxx’x Grand Ice Cream Holdings, Inc.

/s/ XXXXXXX XXXXXXXXXX

By: Xxxxxxx Xxxxxxxxxx