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EXHIBIT 99.3
SECOND SUPPLEMENTAL INDENTURE, dated as of November 15, 2000, to the
Indenture dated as of September 15, 1991, as supplemented by the First
Supplemental Indenture, dated as of June 21, 1999 (as supplemented, the
"Indenture"), among Joseph E. Seagram & Sons, Inc., a corporation duly organized
and existing under the laws of the State of Indiana (the "Company"), The Seagram
Company Ltd., a corporation duly organized and existing under the laws of Canada
(the "Guarantor"), and The Bank of New York, a corporation duly organized and
existing under the laws of the State of New York, as trustee (the "Trustee").
W I T N E S S E T H :
WHEREAS, the Company, the Guarantor and the Trustee have heretofore
executed and delivered the Indenture and the Company has issued pursuant to the
Indenture (i) $250,000,000 5.79% Senior Notes due 2001, (ii) $600,000,000
aggregate principal amount of 6.250% Senior Notes due 2001, (iii) $400,000,000
aggregate principal amount of 6.400% Senior Notes due 2003, (iv) $475,000,000
aggregate principal amount of 6.625% Senior Notes due 2005, (v) $450,000,000
aggregate principal amount of 6.800% Senior Notes due 2008, (vi) $200,000,000
aggregate principal amount of 7% Guaranteed Debentures due April 15, 2008, (vii)
$875,000,000 aggregate principal amount of 7.500% Senior Debentures due 2018 and
(viii) $700,000,000 aggregate principal amount of 7.600% Senior Debentures due
2028 (the 'Debentures');
WHEREAS, Section 902 of the Indenture provides that the Company and the
Trustee may, with the consent of the holders representing at least a majority of
the outstanding principal amount of each series of Debentures affected thereby,
enter into a supplemental indenture for the purpose of amending certain
provisions of the Indenture;
WHEREAS, the Company has offered to purchase for cash all of the
outstanding Debentures upon the terms and subject to the conditions set forth in
the Offer to Purchase and Consent Solicitation, dated October 31, 2000, as the
same may be amended, supplemented or modified (the "Offers");
WHEREAS, the Offer with respect to each series of Debentures is conditioned
upon, among other things, certain proposed amendments to such series of
Debentures and the Indenture (the "Proposed Amendments") having been approved by
at least a majority in outstanding principal amount of the Debentures of such
series (and a supplemental indenture in respect thereof having been executed and
delivered), with the effectiveness of such Proposed Amendments with respect to
such series of Debentures being subject only to the acceptance for payment by
the Company pursuant to such Offer of the Debentures of such series representing
a majority in aggregate principal amount of the outstanding Debentures of such
series (the "Acceptance");
WHEREAS, the Company has received and delivered to the Trustee the
requisite consents from each series of Debentures to effect the Proposed
Amendments with respect to each series of Debentures under the Indenture;
WHEREAS, the Company has been authorized by a resolution of its Board of
Directors to enter into this Supplemental Indenture; and
WHEREAS, all other acts and proceedings required by law, by the Indenture
and by the certificate of incorporation and by-laws of the Company to make this
Supplemental Indenture a valid and binding agreement for the purposes expressed
herein, in accordance with its terms, have been duly done and performed;
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NOW, THEREFORE, in consideration of the premises and the covenants and
agreements contained herein, and for other good and valuable consideration the
receipt of which is hereby acknowledged, the Company, the Guarantor and the
Trustee hereby agree as follows:
ARTICLE ONE
SECTION 1.01. Definitions.
Capitalized terms used in this Supplemental Indenture and not otherwise
defined herein shall have the meanings assigned to such terms in the Indenture.
ARTICLE TWO
SECTION 2.01. Elimination of Certain Definitions in Article One.
Effective upon, and subject only to, the Acceptance, Section 101 of the
Indenture is amended by deleting the definitions "Consolidated Net Worth of the
Guarantor and its subsidiaries" and "Lien" contained therein in their entirety.
SECTION 2.02. Elimination of Certain Provisions of Article Three.
Effective upon, and subject only to, the Acceptance, Section 301 of the
Indenture is amended by deleting the text of Section 301(13) thereof in its
entirety and inserting in lieu thereof the phrase ["intentionally omitted]."
SECTION 2.03. Elimination of Certain Provisions of Article Four.
Effective upon, and subject only to, the Acceptance, Section 401 of the
Indenture is amended by
(a) inserting the word "and" before numeral "(iii)" in Section 401(a)(1)(A)
and deleting the following text from such Section:
"and (iv) Securities and coupons of such series for whose payment
money has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged
from such trust, as provided in the last paragraph of Section 1003;" and
(b) deleting the text of Section 401(a)(5) thereof in its entirety and
inserting in lieu thereof the phrase ["intentionally omitted]."
SECTION 2.04. Elimination of Certain Provisions of Article Five.
Effective upon, and subject only to, the Acceptance, Section 501 of the
Indenture is amended by deleting the text of Sections 501(4) and 501(5) thereof
in their entirety and inserting in lieu thereof the phrase "[intentionally
omitted]";
SECTION 2.05. Elimination of Certain Provisions of Article Seven.
Effective upon, and subject only to the Acceptance, Section 704 of the
Indenture is amended by deleting the text of this Section in its entirety and
inserting in lieu thereof the phrase "[intentionally omitted]";
SECTION 2.06. Elimination of Certain Provisions of Article Eight.
Effective upon, and subject only to, the Acceptance, Sections 801 and 802
of the Indenture are amended by deleting the text of such Sections in their
entirety and inserting in lieu thereof the phrase "[intentionally omitted]".
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SECTION 2.07. Elimination of Certain Provisions of Article Ten.
(a) Effective upon, and subject only to, the Acceptance, Section 1003 of
the Indenture is amended by deleting the text of such Section in its entirety
and inserting in lieu thereof the phrase "[intentionally omitted]".
(b) Effective upon, and subject only to, the Acceptance, Section 1004 of
the Indenture is amended by deleting the text of such Section in its entirety
and inserting in lieu thereof the phrase "[intentionally omitted]".
(c) Effective upon, and subject only to, the Acceptance, Section 1005 of
the Indenture is amended by deleting the text of such Section in its entirety
and inserting in lieu thereof the phrase "[intentionally omitted]".
(d) Effective upon, and subject only to, the Acceptance, Section 1006 of
the Indenture is amended by deleting the text of such Section in its entirety
and inserting in lieu thereof the phrase "[intentionally omitted]".
(e) Effective upon, and subject only to, the Acceptance, Section 1008 of
the Indenture is amended by:
(i) deleting the phrase "Section 801, Section 1006 and any other
covenant not set forth herein and" from the third and fourth lines of the
first paragraph thereof and inserting in lieu thereof the words "any
covenant";
(ii) deleting the phrase "and no Event of Default under Section 501(4)
or Section 501(5) or event which with the giving of notice or lapse of time
or both, would become an Event of Default under Section 501(4) or Section
501(5) shall have occurred and be continuing on the 91st day after such
date" beginning on the fourth line of clause (2) thereof; and
(iii) deleting the phrase "Section 801, Section 1006 and any other
covenant not set forth herein and" from the second and third lines of the
last paragraph thereof and inserting in lieu thereof the words "any
covenant".
ARTICLE THREE
SECTION 3.01. Continuing Effect of Indenture.
Except as expressly provided herein, all of the terms, provisions and
conditions of the Indenture and the Debentures outstanding thereunder shall
remain in full force and effect.
SECTION 3.02. Construction of Supplemental Indenture.
The Supplemental Indenture is executed as and shall constitute an indenture
supplemental to the Indenture and shall be construed in connection with and as
part of the Indenture. This Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 3.03. Trust Indenture Act Controls.
If any provision of this Supplemental Indenture limits, qualifies or
conflicts with another provision of this Supplemental Indenture or the Indenture
that is required to be included by the Trust Indenture Act of 1939 as in force
at the date as of which this Supplemental Indenture is executed, the provision
required by said Act shall control.
SECTION 3.04. Trustee Disclaimer.
The recitals contained in this Supplemental Indenture shall be taken as the
statements of the Company, the Guarantor and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Supplemental Indenture.
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SECTION 3.05. Counterparts.
This Supplemental Indenture may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
JOSEPH E. SEAGRAM & SONS, INC.
[Seal]
By /s/ DANIEL R. PALADINO
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Title: Executive Vice President
By /s/ JOHN R. PRESTON
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Title: Senior Vice President
Attest:
/s/ DEBRA FORD
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Title: Manager, Corporate
Secretarial & Compliance
THE SEAGRAM COMPANY LTD.
[Seal]
By /s/ DANIEL R. PALADINO
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Title: Executive Vice President
By /s/ JOHN R. PRESTON
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Title: Senior Vice President
Attest:
/s/ DEBRA FORD
- ----------------------------------------
Title: Manager, Corporate
Secretarial & Compliance
THE BANK OF NEW YORK,
as Trustee
[Seal]
By /s/ JULIE SALOVITCH-MILLER
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Title: Vice President
Attest:
/s/ PATRICK O'LEARY
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Title: Assistant Treasurer
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STATE OF NEW YORK
SS.:
COUNTY OF NEW YORK
On the 13th day of November 2000, before me personally came Daniel R.
Paladino and John R. Preston, to me known, who, being by me duly sworn, did
depose and say that he/she resides in New York, New York and Westport,
Connecticut; that he/she is Executive Vice President - Legal & Environmental
Affairs and Senior Vice President of Treasury and Strategic Planning,
respectively, of Joseph E. Seagram & Sons, Inc., one of the corporations
described in and which executed the above instrument; that he/she knows the seal
of said corporation; that one of the seals affixed to the said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he/she signed his/her name thereto by
like authority.
/s/ DEBRA FORD
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Notary Public, Debra Ford
STATE OF NEW YORK
SS.:
COUNTY OF NEW YORK
On the 13th day of November 2000, before me personally came Michael C. L.
Hallows and John R. Preston, to me known, who, being by me duly sworn, did
depose and say that he/she resides in Bronxville, New York and Westport,
Connecticut; that he/she is Secretary and Senior Vice President of Treasury and
Strategic Planning, respectively, of The Seagram Company Ltd., one of the
corporations described in and which executed the above instrument; that he/she
knows the seal of said corporation; that one of the seals affixed to the said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he/she signed his/her name
thereto by like authority.
/s/ DEBRA FORD
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Notary Public, Debra Ford
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STATE OF NEW YORK
SS.:
COUNTY OF NEW YORK
On the 13th day of November, 2000, before me personally came Julie
Salovitch-Miller, to me known, who, being by me duly sworn, did depose and say
that he/she resides in Bradley Beach, New Jersey; that he/she is Vice President
of The Bank of New York, one of the corporations described in and which executed
the above instrument; that he/she knows the seal of said corporation; that one
of the seals affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation, and that
he/she signed his/her name thereto by like authority.
/s/ WILLIAM J. CASSELS
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Notary Public, State of New York