AMENDMENT AND RESTATEMENT AGREEMENT

 

                                                                    Exhibit 10.6

          AMENDMENT AND RESTATEMENT AGREEMENT dated as of October 20, 1999 (this
               "Amendment and Restatement"), in respect of the US$6,500,000,000
               Credit Agreement dated as of October 21, 1998 (the "Credit
               Agreement" and, as amended by this Amendment and Restatement, the
               "Amended and Restated Credit Agreement"), among Joseph E. Seagram
               & Sons, Inc. (the "Borrower"), The Seagram Company Ltd., J.E.
               Seagram Corp., the Lenders party thereto, The Chase Manhattan
               Bank, as Administrative Agent (in such capacity, the
               "Administrative Agent"), Citibank, N.A., as Syndication Agent,
               and Bank of America NT&SA and Bank of Montreal, as
               Co-Documentation Agents.

          Section 2.19 of the Credit Agreement provides that the Termination
Date of the Credit Agreement may be extended for a period of 364 days with the
consent of the Consenting Lenders. The Borrower has requested that the Credit
Agreement be amended and restated to effect such an extension and the other
amendments set forth below, and the parties hereto are willing so to amend and
restate the Credit Agreement. Each capitalized term used but not defined herein
has the meaning assigned thereto in the Credit Agreement. Concurrently herewith,
the Borrower and The Seagram Company Ltd. are entering into amendments (the
"Other Amendments"), similar to those described in Section 1(b) below, with
respect to (i) the US$2,000,000,000 Credit Agreement dated as of November 23,
1994, as amended and restated as of October 21, 1998, among the Borrower, the
Seagram Company Ltd., J.E. Seagram Corp., the lenders party thereto, The Chase
Manhattan Bank, as administrative agent, Citibank, N.A., as syndication agent,
and Bank of Montreal, as documentation agent, and (ii) the US$1,100,000,000
Credit Agreement dated as of December 21, 1994, as amended and restated as of
October 23, 1998, among The Seagram Company, Ltd., the lenders party thereto and
Bank of Montreal, as administrative agent.

          In consideration of the premises and the agreements, provisions and
covenants herein contained, the

parties hereto hereby agree, on the terms and subject to the conditions set
forth herein, as follows:

          SECTION 1. Amendments. Upon the effectiveness of this Amendment and
Restatement as provided in Section 4 below, the Credit Agreement shall be
amended and restated in its current form, but with the following changes:

          (a) Rollover of Facilities:

          (i) The definition of "Applicable Rate" is hereby amended by (i)
     replacing "50%" with "33.3%" in clauses (i) and (ii) of the proviso to the
     first sentence thereof, (ii) replacing "0.075%" with "0.250%" in such
     proviso and (iii) replacing the chart with the following:

- ---------------------------------------------------------------- Index Debt Eurodollar Facility Fee ---------- ---------- ------------ Ratings: Spread Rate -------- ------ ---- - ---------------------------------------------------------------- > = A-/A3 0.50% 0.10% - ---------------------------------------------------------------- BBB+/Baa1 0.54% 0.11% - ---------------------------------------------------------------- BBB/baa2 0.57% 0.13% - ---------------------------------------------------------------- BBB-/Baa3 0.60% 0.15% - ---------------------------------------------------------------- BB+/Ba1 0.70% 0.25% - ---------------------------------------------------------------- (ii) The last sentence of the definition of "Commitment" in the Credit Agreement is hereby deleted and replaced with: The aggregate amount of the Lenders' Commitments is $2,000,000,000. (iii) The definition of "Termination Date" in the Credit Agreement is hereby deleted and replaced with: "Termination Date" means October 18, 2000 (subject to extension as provided in Section 2.19). (iv) Schedule 2.01 of the Credit Agreement is hereby replaced with the schedule attached hereto as Exhibit A. (b) General Amendments. (i) the definition of "Leverage Ratio" in the Credit Agreement is hereby amended by adding at the end thereof the following new sentence: For purposes of calculating the Leverage Ratio, Total Debt shall not include 90% of the Indebtedness under the 7.50% Adjustable Conversion-rate Equity Security Units in the form issued on June 15, 1999 (including under the subordinated deferrable notes that are a part thereof). (ii) Section 6.01(e) of the Credit Agreement is hereby amended by adding the words "and the aggregate amount of other payment obligations" after the word "Indebtedness" in clause (A) thereof and by deleting the word "and" at the end thereof. (iii) Section 6.01(f) of the Credit Agreement is hereby amended (i) by adding the words "and other payment obligations" after the words "other Liens to secure Indebtedness" therein, (ii) by adding the words "and the aggregate amount of other payment obligations" after the words "principal amount of Indebtedness" therein and (iii) by changing the period to a semi-colon and adding the word "and" at the end thereof. (iv) the following new Section 6.01(g) is hereby added to the Credit Agreement after Section 6.01(f) thereof: (g) Liens on equity interests in special purpose entities securing only Indebtedness and other obligations of such entities that was incurred for the purpose of financing (including through securitizations) films, television programming, music and other intellectual property. (v) Clause (v) of Section 6.04 of the Credit Agreement is hereby deleted and replaced with: (v) clause (a) of the foregoing shall not apply to prohibitions, restrictions and conditions arising pursuant to contractual arrangements (other than arrangements with respect to Indebtedness) entered into in the ordinary course of business relating to (I) specific items of property (other than equity interests) or (II) the equity interests of special purpose vehicles that own no material assets other than the specific items of property referred to in clause (I) subject to such contractual arrangements; provided that (x) such prohibitions, restrictions and conditions apply only to such specific items of property and such equity interests of special purpose vehicles which are subject to such contractual arrangements and (y) if the aggregate amount (without duplication) of property and equity interests of special purpose vehicles subject to such prohibitions, restrictions or conditions exceeds 5% of the Consolidated Total Assets of Seagram at any time, the amount of such excess (the "Restricted Property Amount"), when added to (A) the aggregate principal amount of Indebtedness and the aggregate amount of other payment obligations secured by Liens permitted only by paragraph (f) of Section 6.01 and (B) the aggregate amount of Attributable Debt of Sale and Lease-Back Transactions permitted only by paragraph (e) of Section 6.01 shall not exceed 15% of the Consolidated Total Assets of Seagram at such time, SECTION 2. New Lenders and Departing Lenders. As of the date hereof, each of the new lenders (the "New Lenders") indicated on Exhibit A hereto shall become a party to and shall be bound by the provisions of the Amended and Restated Credit Agreement and shall have the rights and obligations of a Lender thereunder. Each of the New Lenders hereby confirms that (i) it has received a copy of the Credit Agreement, together with the most recent financial statements delivered pursuant to Section 5.01 of the Credit Agreement and such other documents as it has deemed appropriate to make its own credit analysis and decision to become a party to the Amended and Restated Credit Agreement, and (ii) it will independently and without reliance on the Administrative Agent or any other Lender and based on such information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended and Restated Credit Agreement. This Amendment and Restatement shall not be effective with respect to any lender (a "Departing Lender") under the Credit Agreement that has not executed this Amendment and Restatement Agreement as a Consenting Lender, and the rights and obligations of the Departing Lenders shall terminate on October 20, 1999, in accordance with the Credit Agreement. SECTION 3. Representations and Warranties. Each of the Borrower and the Guarantors represents and warrants as of the date hereof to each of the Lenders that: (a) Before and after giving effect to this Amendment and Restatement, the representations and warranties set forth in the Credit Agreement are true and correct in all material respects with the same effect as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date. (b) Immediately before and after giving effect to this Amendment and Restatement, no Event of Default or Default has occurred and is continuing. SECTION 4. Conditions to Effectiveness. The amendments set forth in Section 1 of this Amendment and Restatement shall become effective, as of the date hereof, on the date (the "Amendment Closing Date") on which (i) the Administrative Agent shall have received (A) counterparts of this Amendment and Restatement that, when taken together, bear the signatures of the Borrower, the Guarantors, the Administrative Agent, the Required Lenders and the Consenting Lenders listed in Schedule 2.01 to the Amended and Restated Credit Agreement, (B) legal opinions of Simpson Thacher and Bartlett, Goodman Phillips & Vineberg and Barnes & Thornburg, in each case relating to this Amendment and Restatement, the Amended and Restated Credit Agreement and such other matters as the Administrative Agent may reasonably request, each in form and substance reasonably satisfactory to the Administrative Agent, (C) such documents and certificates as the Administrative Agent may reasonably request relating to the existence of the Borrower and the Guarantors, the corporate authority of the Borrower and the Guarantors to enter into, and validity of, this Amendment and Restatement, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent and (D) payment of the fees described in the Fee Letter dated as of October 1, 1999, between the Borrower, The Chase Manhattan Bank and Chase Securities Inc. and all expenses of the Administrative Agent as described in Section 8, to the extent such expenses have been invoiced prior to the Amendment Closing Date, (ii) the Other Amendments shall have become, or shall simultaneously become, effective in accordance with their terms and (iii) there shall be no Loans outstanding on the Amendment Closing Date. SECTION 5. Agreement. Except as specifically stated herein, the provisions of the Credit Agreement are and shall remain in full force and effect. As used therein, the terms "Credit Agreement", "herein", "hereunder", "hereinafter", "hereto", "hereof" and words of similar import shall, unless the context otherwise requires, refer to the Credit Agreement as amended hereby. SECTION 6. APPLICABLE LAW. THIS AMENDMENT AND RESTATEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 7. Counterparts. This Amendment and Restatement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract. SECTION 8. Expenses. The Borrower agrees to reimburse the Administrative Agent for all out-of-pocket expenses incurred by it in connection with this Amendment and Restatement, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore, counsel for the Administrative Agent. IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Restatement to be duly executed by their respective authorized officers as of the day and year first written above. JOSEPH E. SEAGRAM & SONS, INC., by /s/ John R. Preston --------------------------------- Name: John R. Preston Title: Vice President & Treasurer THE SEAGRAM COMPANY LTD., by /s/ John R. Preston --------------------------------- Name: John R. Preston Title: Vice President & Treasurer J.E. SEAGRAM CORP., by /s/ John R. Preston --------------------------------- Name: John R. Preston Title: Vice President & Treasurer THE CHASE MANHATTAN BANK, individually and as Administrative Agent, by /s/ Robert T. Sacks --------------------------------- Name: Robert T. Sacks Title: Managing Director CITIBANK, N.A., individually and as Syndication Agent, by /s/ Elizabeth H. Minnella --------------------------------- Name: Elizabeth H. Minnella Title: Vice President BANK OF AMERICA, N.A., individually and as Co-Documentation Agent, by /s/ Thomas J. Kane ----------------------------- Name: Thomas J. Kane Title: Vice President BANK OF MONTREAL, individually and as Co-Documentation Agent, by /s/ Jeffrey N. Wieser ----------------------------- Name: Jeffrey N. Wieser Title: Managing Director CITICORP USA, INC. by /s/ Elizabeth H. Minella ----------------------------- Name: Elizabeth H. Minella Title: Vice President ABN AMRO BANK, N.V. by /s/ Frances O'R. Logan ----------------------------- Name: Frances O'R. Logan Title: Senior Vice President by /s/ David Carrington ----------------------------- Name: David Carrington Title: Vice President THE BANK OF NEW YORK by /s/ John C. Lambert --------------------------------- Name: John C. Lambert Title: Vice President BANQUE NATIONALE DE PARIS by /s/ Sophie Revillard Kaufman --------------------------------- Name: Sophie Revillard Kaufman Title: Vice President by /s/ Gwen Abbott --------------------------------- Name: Gwen Abbott Title: Assistant Vice President BARCLAYS BANK PLC by /s/ Craig J. Lewis --------------------------------- Name: Craig J. Lewis Title: Director COMMERZBANK AG, NEW YORK BRANCH AND/OR GRAND CAYMAN BRANCH by /s/ Markus Tappe --------------------------------- Name: Markus Tappe Title: Vice President by /s/ Andreas Schwung --------------------------------- Name: Andreas Schwung Title: Vice President CREDIT AGRICOLE INDOSUEZ by /s/ Craig Welch --------------------------------- Name: Craig Welch Title: First Vice President by /s/ John McCloskey --------------------------------- Name: John McCloskey Title: Vice President, Senior Relationship Manager DEUTSCHE BANK AG NEW YORK BRANCH AND/OR CAYMAN ISLANDS BRANCH by /s/ Alexander Karow --------------------------------- Name: Alexander Karow Title: Assistant Vice President by /s/ William W. McGinty --------------------------------- Name: William W. McGinty Title: Director DRESDNER BANK AG, NEW YORK BRANCH AND GRAND CAYMAN BRANCH by /s/ Laura G. Fazio --------------------------------- Name: Laura G. Fazio Title: First Vice President by /s/ Constance Loosemore --------------------------------- Name: Constance Loosemore Title: Assistant Vice President HSBC BANK USA by /s/ Jeffrey Hughes --------------------------------- Name: Jeffrey Hughes Title: Assistant Vice President THE INDUSTRIAL BANK OF JAPAN, LIMITED, NEW YORK BRANCH by /s/ J. Kenneth Biegen --------------------------------- Name: J. Kenneth Biegen Title: Senior Vice President LLOYDS TSB BANK PLC by /s/ David Rodway --------------------------------- Name: David Rodway Title: Assistant Director R156 by /s/ Louise Miller --------------------------------- Name: Louise Miller Title: Assistant Vice President Structured Finance M256 NATIONAL WESTMINSTER BANK PLC NEW YORK BRANCH, as lender by /s/ Richard Freedman --------------------------------- Name: Richard Freedman Title: Director, North America NATIONAL WESTMINSTER BANK PLC NASSAU BRANCH, as lender by /s/ Richard Freedman --------------------------------- Name: Richard Freedman Title: Director, North America SOCIETE GENERALE FINANCE (IRELAND) LIMITED by /s/ Richard Wanless --------------------------------- Name: Richard Wanless Title: Managing Director by /s/ Aidan Storey --------------------------------- Name: Aidan Storey Title: Account Manager TORONTO DOMINION (TEXAS), INC. by /s/ Mark A. Baird --------------------------------- Name: Mark A. Baird Title: Vice President WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH by /s/ Lucie L. Guernsey --------------------------------- Name: Lucie L. Guernsey Title: Director by /s/ Pascal Kabemba --------------------------------- Name: Pascal Kabemba Title: Associate THE BANK OF NOVA SCOTIA by /s/ James R. Trimble --------------------------------- Name: James R. Trimble Title: Senior Relationship Manager CREDIT SUISSE FIRST BOSTON by /s/ David W. Kratovil --------------------------------- Name: David W. Kratovil Title: Director by /s/ Joel Glodowski --------------------------------- Name: Joel Glodowski Title: Managing Director BAYERISCHE LANDESBANK GIROZENTRALE, CAYMAN ISLANDS BRANCH by /s/ Hereward Drummond --------------------------------- Name: Hereward Drummond Title: Senior Vice President by /s/ James H. Boyle --------------------------------- Name: James H. Boyle Title: Vice President MELLON BANK, N.A. by /s/ Maria N. Sisto --------------------------------- Name: Maria N. Sisto Title: Assistant Vice President ING BANK N.V. by /s/ Peter Nabney --------------------------------- Name: Peter Nabney Title: Country Manager by /s/ Alan Duffy --------------------------------- Name: Alan Duffy Title: Vice President BANCA NAZIONALE DEL LAVORO S.p.A. NEW YORK BRANCH by /s/ Giulio Giovine --------------------------------- Name: Giulio Giovine Title: Vice President by /s/ Leonardo Valentini --------------------------------- Name: Leonardo Valentini Title: First Vice President BANCO BILBAO VIZCAYA by /s/ Alejandro Lorca --------------------------------- Name: Alejandro Lorca Title: Vice President by /s/ John Martini --------------------------------- Name: John Martini Title: Vice President THE BANK OF TOKYO-MITSUBISHI TRUST, LTD., NEW YORK BRANCH by /s/ Jim Brown --------------------------------- Name: Jim Brown Title: Attorney-In-Fact BANK ONE, NA [MAIN OFFICE CHICAGO] by /s/ Stephen E. McDonald --------------------------------- Name: Stephen E. McDonald Title: Senior Vice President BANKBOSTON, N.A. by /s/ William F. Hamilton --------------------------------- Name: William F. Hamilton Title: Director THE DAI-ICHI KANGYO BANK, LIMITED, by /s/ Marvin M. Lazar --------------------------------- Name: Marvin M. Lazar Title: Assistant Vice President FIRST UNION NATIONAL BANK by /s/ Douglas E. Blackman --------------------------------- Name: Douglas E. Blackman Title: Vice President ROYAL BANK OF CANADA by /s/ Barbara Meijer --------------------------------- Name: Barbara Meijer Title: Senior Manager THE ROYAL BANK OF SCOTLAND PLC by /s/ Derek Bonnar --------------------------------- Name: Derek Bonnar Title: Vice President THE NORINCHUKIN BANK, NEW YORK BRANCH by /s/ Yoshiro Niiro --------------------------------- Name: Yoshiro Niiro Title: General Manager BANCA MONTE DEI PASCHI DI SIENA S.p.A. by /s/ S. M. Sondak --------------------------------- Name: S. M. Sondak Title: First Vice President & Deputy General Manager by /s/ Brian R. Landy --------------------------------- Name: Brian R. Landy Title: Vice President EXHIBIT A SCHEDULE 2.01 INSTITUTION REVOLVING COMMITMENT The Chase Manhattan Bank $ 85,000,000 Bank of America, N.A. 80,000,000 Bank of Montreal 80,000,000 Citicorp USA, Inc. 80,000,000 ABN AMRO Bank, N.V. 65,000,000 The Bank of New York 65,000,000 Banque Nationale de Paris 65,000,000 Barclays Bank PLC 65,000,000 Commerzbank AG, New York Branch and/or Grand Cayman Branch 65,000,000 Credit Agricole Indosuez 65,000,000 Deutsche Bank AG New York Branch and/or Cayman Islands Branch 65,000,000 Dresdner Bank AG New York Branch and Grand Cayman Branch 65,000,000 HSBC Bank USA 65,000,000 The Industrial Bank of Japan, Limited, New York Branch 65,000,000 Lloyds TSB Bank PLC 65,000,000 National Westminster Bank PLC 65,000,000 Societe Generale Finance (Ireland) Ltd. 65,000,000 Toronto Dominion (Texas), Inc. 65,000,000 Westdeutsche Landesbank Girozentrale, New York Branch 65,000,000 The Bank of Nova Scotia 65,000,000 Credit Suisse First Boston 65,000,000 Bayerische Landesbank Girozentrale, Cayman Islands Branch 40,000,000 Mellon Bank, N.A. 40,000,000 ING Bank 20,000,000 Banca Nazionale Del Lavoro S.p.A. New York Branch 20,000,000 Banco Bilbao Vizcaya 20,000,000 The Bank of Tokyo Mitsubishi, Ltd., New York Branch 20,000,000 Bank One, NA [main office Chicago] 20,000,000 BankBoston, N.A. 20,000,000 Dai-Ichi Kangyo Bank, Limited 20,000,000 First Union National Bank 20,000,000 Royal Bank of Canada 20,000,000 Royal Bank of Scotland PLC 20,000,000 The Norinchukin Bank, New York Branch 20,000,000 Banca Monte Dei Paschi Di Siena S.p.A. 20,000,000 Total Commitments $1,750,000,000

Basic Info X:

Name: AMENDMENT AND RESTATEMENT AGREEMENT
Type: Amendment and Restatement Agreement
Date: Nov. 12, 1999
Company: SEAGRAM CO LTD
State: California

Other info:

Date:

  • November 23 , 1994
  • October 21 , 1998
  • December 21 , 1994
  • October 23 , 1998
  • October 18 , 2000
  • June 15 , 1999
  • October 20 , 1999
  • October 1 , 1999

Organization:

  • Joseph E. Seagram & Sons , Inc.
  • Bank of America NT & SA
  • Seagram Company , Ltd.
  • Consolidated Total Assets of Seagram
  • Restated Credit Agreement
  • Event of Default or Default
  • Goodman Phillips & Vineberg
  • Barnes & Thornburg
  • Chase Securities Inc.
  • Cravath , Swaine & Moore
  • SEAGRAM COMPANY LTD.
  • North America NATIONAL WESTMINSTER BANK PLC NASSAU BRANCH
  • Lucie L. Guernsey Title
  • Hereward Drummond Title
  • ING BANK N.V.
  • Giulio Giovine Title
  • First Vice President & Deputy General Manager
  • Chase Manhattan Bank $ 85,000,000 Bank of America
  • Bank of Montreal 80,000,000 Citicorp USA , Inc.
  • ABN AMRO Bank , N.V.
  • Bank of New York 65,000,000 Banque Nationale de Paris 65,000,000 Barclays Bank PLC
  • Deutsche Bank AG New York Branch
  • Dresdner Bank AG New York Branch
  • HSBC Bank USA
  • The Industrial Bank of Japan
  • Lloyds TSB Bank PLC 65,000,000 National Westminster Bank PLC
  • Societe Generale Finance Ireland Ltd. 65,000,000 Toronto Dominion Texas , Inc.
  • Westdeutsche Landesbank Girozentrale
  • Bank of Nova Scotia 65,000,000 Credit Suisse First Boston 65,000,000 Bayerische Landesbank Girozentrale
  • Cayman Islands Branch 40,000,000 Mellon Bank
  • ING Bank 20,000,000 Banca Nazionale Del Lavoro S.p.A. New York Branch
  • Bank of Tokyo Mitsubishi , Ltd.
  • Dai-Ichi Kangyo Bank
  • First Union National Bank 20,000,000 Royal Bank of Canada 20,000,000 Royal Bank of Scotland PLC
  • Banca Monte Dei Paschi Di Siena S.p.A.

Location:

  • US
  • MANHATTAN BANK
  • N.A.
  • MONTREAL
  • PARIS
  • JAPAN
  • North America
  • IRELAND
  • TORONTO
  • TEXAS
  • BOSTON
  • CANADA
  • New York Branch
  • Cayman Islands Branch
  • Grand Cayman Branch
  • Chicago

Money:

  • $ 2,000,000,000
  • $ 1,750,000,000

Person:

  • Simpson Thacher
  • Bartlett
  • John R. Preston Title
  • Robert T. Sacks
  • Elizabeth H. Minnella
  • Thomas J. Kane
  • Jeffrey N. Wieser
  • Elizabeth H. Minella
  • Frances O'R
  • David Carrington
  • John C. Lambert
  • Sophie Revillard Kaufman
  • Gwen Abbott
  • Craig J. Lewis
  • Markus Tappe
  • Craig Welch
  • John McCloskey
  • Alexander Karow
  • William W. McGinty
  • Laura G. Fazio
  • Constance Loosemore
  • Jeffrey Hughes
  • J. Kenneth Biegen
  • David Rodway
  • Louise Miller
  • Richard Freedman
  • Richard Wanless
  • Aidan Storey
  • Mark A. Baird
  • Lucie L. Guernsey
  • Pascal Kabemba
  • James R. Trimble
  • David W. Kratovil
  • Joel Glodowski
  • Hereward Drummond
  • James H. Boyle
  • Maria N. Sisto
  • Peter Nabney
  • Alan Duffy
  • Giulio Giovine
  • Leonardo Valentini
  • Alejandro Lorca
  • John Martini
  • Jim Brown
  • Stephen E. McDonald
  • William F. Hamilton
  • Marvin M. Lazar
  • Douglas E. Blackman
  • Barbara Meijer
  • Derek Bonnar
  • Yoshiro Niiro
  • S. M. Sondak
  • Brian R. Landy
  • Banco Bilbao Vizcaya

Percent:

  • 33.3 %
  • 0.075 %
  • 0.250 %
  • 0.50 % 0.10 %
  • 0.54 % 0.11 %
  • 0.57 % 0.13 %
  • 0.60 % 0.15 %
  • 0.70 % 0.25 %
  • 0.95 % 0.30 %
  • 90 %
  • 7.50 %