AMENDMENT AND RESTATEMENT AGREEMENT

 

                                                                    Exhibit 10.8

          AMENDMENT AND RESTATEMENT AGREEMENT dated as of October 20, 1999
               (this "Amendment and Restatement"), in respect of the
               US$2,000,000,000 Credit Agreement dated as of November 23, 1994,
               as amended and restated 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 Montreal, as Documentation Agent.

          The Borrower has requested that the Credit Agreement be amended and
restated as 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$6,500,000,000 Credit Agreement dated 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 America NT&SA and Bank of
Montreal, as co-documentation agents, 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 3 below, the Credit Agreement shall be
amended and restated in its current form, but with the following changes:

          (a) Pricing Grid. 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 0.51% 0.09% - ----------------------------------------------------------------- BBB+/Baa1 0.55% 0.10% - ----------------------------------------------------------------- BBB/Baa2 0.575% 0.125% - ----------------------------------------------------------------- BBB-/Baa3 0.60% 0.15% - ----------------------------------------------------------------- BB+/Ba1 0.725% 0.225% - ----------------------------------------------------------------- (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 (A) by adding the words "and other payment obligations" after the words "other Liens to secure Indebtedness" therein, (B) by adding the words "and the aggregate amount of other payment obligations" after the words "principal amount of Indebtedness" therein and (C) changing the period to a semi-colon and by 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. 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 3. 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, and the Required Lenders and (B) 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 7, to the extent such expenses have been invoiced prior to the Amendment Closing Date, and (ii) the Other Amendments shall have become, or shall simultaneously become, effective in accordance with their terms. SECTION 4. 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 5. APPLICABLE LAW. THIS AMENDMENT AND RESTATEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 6. 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 7. 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 Minnella --------------------------------------- Name: Elizabeth Minnella Title: Vice President BANK OF MONTREAL, individually and as Documentation Agent, by /s/ Jeffrey N. Wieser --------------------------------------- Name: Jeffrey N. Wieser Title: Managing Director BANK OF AMERICA, N.A., individually and as Co-Documentation Agent by /s/ Thomas J. Kane --------------------------------------- Name: Thomas J. Kane 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 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 BANKBOSTON, N.A. by /s/ William F. Hamilton --------------------------------------- Name: William F. Hamilton Title: Director BANK ONE, NA [MAIN OFFICE CHICAGO] by /s/ Stephen E. McDonald --------------------------------------- Name: Stephen E. McDonald Title: Senior Vice President THE BANK OF NEW YORK by /s/ John C. Lambert --------------------------------------- Name: John C. Lambert Title: Vice President THE BANK OF NOVA SCOTIA by /s/ James R. Trimble --------------------------------------- Name: James R. Trimble Title: Senior Relationship Manager BANK OF TOKYO-MITSUBISHI TRUST COMPANY by /s/ J. Brown --------------------------------------- Name: J. Brown Title: Vice President CITICORP USA, INC. by /s/ Elizabeth H. Minnella --------------------------------------- Name: Elizabeth H. Minnella Title: Vice President 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 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 AND GRAND CAYMAN BRANCHES by /s/ Laura G. Fazio --------------------------------------- Name: Laura G. Fazio Title: First Vice President by /s/ Constance Loosemore --------------------------------------- Name: Constance Loosemore Title: Assistant Vice President THE FUJI BANK, LIMITED by /s/ Raymond Ventura --------------------------------------- Name: Raymond Ventura Title: Vice President & Manager THE INDUSTRIAL BANK OF JAPAN, LIMITED, NEW YORK BRANCH by /s/ J. Kenneth Biegen --------------------------------------- Name: J. Kenneth Biegen Title: Senior Vice President SANPAOLO IMI S.P.A. by /s/ Luca Sacchi --------------------------------------- Name: Luca Sacchi Title: Vice President by /s/ Robert Wurster --------------------------------------- Name: Robert Wurster Title: First 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 MELLON BANK, N.A. by /s/ Maria N. Sisto --------------------------------------- Name: Maria N. Sisto Title: Assistant Vice President MORGAN GUARANTY TRUST COMPANY OF NEW YORK by /s/ Robert Bottamedi --------------------------------------- Name: Robert Bottamedi Title: Vice President 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 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 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 THE TORONTO-DOMINION BANK by /s/ Mark A. Baird --------------------------------------- Name: Mark A. Baird Title: Manager Credit Administration WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH by /s/ Lucie L. Guernsey --------------------------------------- Name: Lucie L. Guernsey Title: Director

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:

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

Organization:

  • Joseph E. Seagram & Sons , Inc.
  • Bank of America NT & SA
  • Seagram Company , Ltd.
  • Bank of Montreal
  • Consolidated Total Assets of Seagram
  • Event of Default or Default
  • Chase Manhattan Bank
  • Chase Securities Inc.
  • Cravath , Swaine & Moore
  • SEAGRAM COMPANY LTD.
  • DEUTSCHE BANK AG
  • DRESDNER BANK AG
  • Raymond Ventura Title
  • LLOYDS TSB BANK PLC
  • North America NATIONAL WESTMINSTER BANK PLC NASSAU BRANCH
  • ROYAL BANK OF SCOTLAND PLC
  • Lucie L. Guernsey Title

Location:

  • US
  • MANHATTAN BANK
  • MONTREAL
  • N.A.
  • PARIS
  • BOSTON
  • JAPAN
  • North America
  • CANADA
  • IRELAND
  • NEW YORK

Person:

  • John R. Preston Title
  • Robert T. Sacks
  • Elizabeth Minnella
  • Jeffrey N. Wieser
  • Thomas J. Kane
  • Sophie Revillard Kaufman
  • Gwen Abbott
  • Frances O'R
  • David Carrington
  • William F. Hamilton
  • Stephen E. McDonald
  • John C. Lambert
  • James R. Trimble
  • Elizabeth H. Minnella
  • David W. Kratovil
  • Joel Glodowski
  • Alexander Karow
  • William W. McGinty
  • Laura G. Fazio
  • Constance Loosemore
  • Raymond Ventura
  • J. Kenneth Biegen
  • Luca Sacchi
  • Robert Wurster
  • David Rodway
  • Louise Miller
  • Maria N. Sisto
  • Robert Bottamedi
  • Richard Freedman
  • Barbara Meijer
  • Derek Bonnar
  • Richard Wanless
  • Aidan Storey
  • Mark A. Baird
  • Lucie L. Guernsey

Percent:

  • 33.3 %
  • 0.075 %
  • 0.250 %
  • 0.51 % 0.09 %
  • 0.55 % 0.10 %
  • 0.575 % 0.125 %
  • 0.60 % 0.15 %
  • 0.725 % 0.225 %
  • 1.00 % 0.25 %
  • 90 %
  • 7.50 %