EX-99.3 10 x43749ex99-3.txt SECOND SUPPLEMENTAL INDENTURE 1 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; 2 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]". 3 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. 4 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. 5 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 ------------------------------------ Title: Executive Vice President By /s/ JOHN R. PRESTON ------------------------------------ Title: Senior Vice President Attest: /s/ DEBRA FORD ---------------------------------------- Title: Manager, Corporate Secretarial & Compliance THE SEAGRAM COMPANY LTD. [Seal] By /s/ DANIEL R. PALADINO ------------------------------------ Title: Executive Vice President By /s/ JOHN R. PRESTON ------------------------------------ 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 ------------------------------------ Title: Vice President Attest: /s/ PATRICK O'LEARY ---------------------------------------- Title: Assistant Treasurer 6 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 -------------------------------------- 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 -------------------------------------- Notary Public, Debra Ford 7 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 -------------------------------------- Notary Public, State of New York