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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 Xxxxxx X. Xxxxxxx
& Sons, Inc. (the "Borrower"), The Seagram Company Ltd., X.X.
Xxxxxxx 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., X.X. Xxxxxxx 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%"
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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:
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Index Debt Eurodollar Facility Fee
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Ratings: Spread Rate
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> = A-/A3 0.51% 0.09%
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BBB+/Baa1 0.55% 0.10%
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BBB/Baa2 0.575% 0.125%
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BBB-/Baa3 0.60% 0.15%
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BB+/Ba1 0.725% 0.225%
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