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EXHIBIT 10(d)
[EXECUTION COPY]
AMENDMENT
TO
SUBSCRIPTION AND REDEMPTION AGREEMENT,
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
AND
STOCKHOLDERS' AGREEMENT
AMENDMENT (this "Amendment"), dated as of December 9, 1998, among
The Seagram Company Ltd., a corporation organized under the laws of Canada
("Seagram"), Centenary Holding N.V., a corporation organized under the laws of
the Netherlands ("Bidco"), Universal Studios Holding I Corp., a corporation
organized under the laws of Delaware ("Universal Holding"), MEI Holding Inc., a
corporation organized under the laws of Delaware ("MHI") and a subsidiary of
Matsushita Electric Industrial Co., Ltd. ("MEI"), MHI Investment Corporation, a
corporation organized under the laws of Delaware ("MHI Sub"), Seagram
Developments, Inc., a corporation organized under the laws of Delaware
("Developments") and Seagram International B.V., a corporation organized under
the laws of The Netherlands ("SIBV").
W I T N E S S E T H :
WHEREAS, Seagram, Bidco, Universal Holding, MHI and MHI Sub are
parties to that certain Subscription and Redemption Agreement (the "Subscription
and Redemption Agreement"), dated as of December 9, 1998;
WHEREAS, the Subscription and Redemption Agreement contemplated
that Universal Holding be valued at $10.75 billion ($1,210,040.52 per share)
(the "Original Valuation") for purposes of the issuance of certain New
Securities (as defined in the Universal Stockholders' Agreement); and the
parties wish to amend the Subscription and Redemption Agreement to reflect the
valuation of Universal Holding at $10.413 billion ($1,172,107.16 per share) (the
"Amended Valuation") for purposes of issuance of such New Securities;
WHEREAS, Universal Holding, MHI, Seagram and Developments are
parties to that certain Amended and Restated Stockholders' Agreement (the
"Universal Stockholders' Agreement") dated as of December 9, 1998, and wish to
amend the Universal Stockholders' Agreement to reflect the Amended Valuation;
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WHEREAS, Bidco, MHI Sub and SIBV are parties to that certain
Stockholders' Agreement (the "Bidco Stockholders' Agreement") dated as of
December 9, 1998, and wish to amend the Bidco Stockholders' Agreement to reflect
the Amended Valuation;
WHEREAS, Seagram, Bidco, Universal Holding, MHI, MHI Sub,
Developments and SIBV desire to enter into certain transactions to give effect
to the Amended Valuation;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements and covenants hereinafter set forth, the parties hereto hereby agree
as follows:
Amendment of the Subscription and Redemption Agreement.
The Recitals to the Subscription and Redemption Agreement shall be
amended in their entirety to read as follows:
"W I T N E S S E T H :
--------------------
WHEREAS, Seagram and Koninklijke Philips Electronics N.V.
("Philips") have entered into an Offer Agreement, dated as of June 21,
1998 (the "Offer Agreement"), whereby Seagram has agreed to purchase all
shares of the common stock of PolyGram N.V. ("PolyGram") held by Philips
and to prepare and commence an offer to purchase all remaining
outstanding shares of the common stock of PolyGram (collectively, the
"PolyGram Shares"); and
WHEREAS, MEI and Seagram have agreed that Universal Holding
be valued at $1,172,107.16 per share for purposes of the issuance of New
Securities (as defined in the Universal Stockholders' Agreement) and that
the equity of Bidco will be valued at $28,548.36 per share for purposes
of the issuance of New Securities (as defined in the Bidco Stockholders'
Agreement) and the other transactions contemplated hereby; and
WHEREAS, promptly following the execution and delivery
hereof, the following will occur: (a) a subsidiary of Seagram will make a
capital contribution of U.S. $5,410,172,460 to Universal Holding in
exchange for 4,615.7661 shares of Class A Common Stock of Universal
Holding (such amount, the "Contribution Amount", such shares, the "New
Universal Shares" and such contribution, the "Contribution"), (b)
Universal Holding will redeem 385.8303 shares of Class A Common Stock of
Universal Holding from MHI for U.S. $452,234,504 (such shares, the
"Redeemed Shares", such price the "Redemption Amount" and such
redemption, the "Redemption"), (c) MHI will contribute the Redemption
Amount it receives to MHI Sub, and MHI Sub will in turn contribute
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that amount, together with all of its assets and liabilities, to Bidco in
exchange for 15,841 shares of common stock of Bidco (such shares, the
"Bidco Shares"), (d) Seagram will complete the acquisition of the
Polygram Shares owned by Philips or tendered as contemplated by the Offer
Agreement (the "Polygram Acquisition"), (e) Seagram or a subsidiary of
Seagram will contribute such Polygram Shares to Bidco in exchange for
83,881 shares of common stock of Bidco (together with 100,000 shares
previously issued to a subsidiary of Seagram, "Seagram's Bidco Shares")
and assumption by Bidco of the obligation to pay certain loans to
subsidiaries of Universal Holding and (h) as a result of the foregoing,
MHI will own 7.932% of the issued and outstanding Class A Common Stock of
Universal Holding and MHI Sub will own 7.932% of the issued and
outstanding common stock of Bidco."
The last sentence of Section 5.2(c) of the Subscription and
Redemption Agreement shall be amended in its entirety to read as follows:
"After giving effect to the transactions contemplated by this Agreement,
there will be 13,113.9358 shares of Class A Common Stock issued and
outstanding, of which 1,040.1697 shares will be owned of record by MHI
and 12,073.7661 shares will be owned of record by Developments."
Amendment of Universal Stockholders' Agreement.
A new WHEREAS clause shall be inserted in the Universal
Stockholders' Agreement immediately following the second WHEREAS clause, which
will read in its entirety as follows:
"WHEREAS, between June 5, 1995 and the date hereof, the Company issued
shares of Class A Common Stock to Developments and, as a result, on the
date hereof (but before giving effect to the transactions described
below), there are 8,884 shares of Class A Common Stock issued and
outstanding, of which 1,426 shares are held of record by Holding and
7,458 shares are held of record by Developments;"
The first sentence of Section 5.1(c) of the Universal
Stockholders' Agreement shall be amended in its entirety to read as follows:
"To the extent that the aggregate purchase price payable for any Shares
to be issued by the Company (or Bidco New Securities (as defined in the
Bidco Stockholders' Agreement) to be issued by Bidco) prior to the first
anniversary hereof is no greater than $750 million, the per share price
payable for such issuance of Shares shall be based upon a valuation of
the Company and Bidco as a whole at U.S. $21,072,672,676 (with U.S.
$15,370,937,956 being attributable to the Company and U.S. $5,701,734,720
being attributable to Bidco) (which
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valuation(s) shall be appropriately adjusted to give effect to any
capital contributions made in connection with such issuance(s) of Shares
or Bidco New Securities)."
Amendment of Bidco Stockholders' Agreement.
The first sentence of Section 5.1(c) of the Bidco Stockholders' Agreement
shall be amended in its entirety to read as follows:
"To the extent that the aggregate purchase price payable for any Shares
to be issued by the Company (or USHI New Securities (as defined in the
Universal Stockholders' Agreement) to be issued by USHI) prior to the
first anniversary hereof is no greater than $750 million, the per share
price payable for such issuance of Shares shall be based upon a valuation
of the Company and USHI as a whole at U.S. $21,072,672,676 (with U.S.
$15,370,937,956 being attributable to USHI and U.S. $5,701,734,720 being
attributable to the Company) (which valuation(s) shall be appropriately
adjusted to give effect to any capital contributions made in connection
with such issuance(s) of Shares or USHI New Securities)."
Payments; Transfer and Issuance of Shares.
In order to effect this Amendment, on a date mutually agreeable to the
parties (the "Closing Date") promptly following the execution and delivery
hereof, each of the transactions set forth below shall occur substantially
simultaneously. Each of the transactions set forth below are contingent upon,
and shall not be consummated unless, all of the transactions set forth below are
consummated as provided herein.
Reimbursement by MHI to Universal Holding; Transfer of Universal
Holding Shares from MHI.
i. Based on the Original Valuation, MHI received U.S. $460,172,460
in connection with the Redemption. Based on the Amended Valuation, MHI should
have received U.S. $452,234,504 in connection with the Redemption. In order to
effect this Amendment, MHI shall reimburse Universal Holding the difference of
U.S. $7,937,956. For purposes of this Amendment, Universal Holding shall
acknowledge receipt of such sum by executing the Cross Receipt attached hereto
as Annex A.
ii. Based on the Original Valuation, MHI transferred 380.2951
shares of Class A Common Stock of Universal Holding to Universal Holding in
connection with the Redemption. Based on the Amended Valuation, MHI should have
transferred 385.8303 shares of Class A Common Stock of Universal Holding to
Universal Holding in connection with the Redemption. In order to effect this
Amendment, MHI shall transfer 5.5352 shares of Class A
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Common Stock of Universal Holding to Universal Holding. To accomplish the
foregoing, MHI shall (A) deliver to Universal Holding stock certificate No. A-6
representing 1,045.7049 shares of Class A Common Stock of Universal Holding,
duly endorsed for transfer to Universal Holding, or accompanied by stock powers
duly executed in favor of Universal Holding, with all necessary transfer stamps
attached thereto and canceled, such shares to be delivered free and clear of all
Liens, and (B) execute and deliver such other documents and instruments as
Universal Holding may reasonably request to effect the transfer of such
securities. Universal Holding shall issue to MHI a new stock certificate
representing 1,040.1697 shares of Class A Common Stock of Universal Holding.
Issuance of Universal Holding Shares to Developments.
Based on the Original Valuation, Developments made a capital
contribution to Universal Holding in the amount of U.S. $5,410,172,460, and
Universal Holding issued 4,471.0672 shares of Class A Common Stock of Universal
Holding to Developments. Based on the Amended Valuation, Universal Holding
should have issued 4,615.7661 shares of Class A Common Stock of Universal
Holding to Developments. In order to effect this Amendment, Universal Holding
shall issue 144.6989 shares of Class A Common Stock of Universal Holding to
Developments. To accomplish the foregoing, Universal Holding shall issue to
Developments a new stock certificate representing 144.6989 shares of Class A
Common Stock of Universal Holding.
Redemption of Bidco Shares from MHI Sub; Payment by Bidco to MHI
Sub.
Based on the Original Valuation, MHI Sub transferred the amount of
U.S. $460,172,460 to Bidco, and Bidco issued 16,119 shares of common stock of
Bidco to MHI Sub, in connection with the capital contribution by MHI Sub to
Bidco contemplated by the Subscription and Redemption Agreement. Based on the
Amended Valuation, MHI Sub should have transferred the amount of U.S.
$452,234,504 to Bidco, and Bidco should have issued 15,841 shares of common
stock of Bidco to MHI Sub in connection with such capital contribution. In order
to effect this Amendment, (i) Bidco shall reimburse MHI Sub the difference of
U.S. $7,937,956, and, for purposes of this Amendment, MHI Sub shall acknowledge
receipt of such sum by executing the Cross Receipt attached hereto as Annex A,
and (ii) MHI Sub shall return 278 shares of common stock of Bidco to Bidco. To
accomplish the return of shares by MHI Sub, Bidco and MHI Sub shall execute and
deliver (A) a Deed of Repurchase of Shares and (B) such other documents and
instruments as may be necessary to effect the return of 278 shares of common
stock of Bidco by MHI Sub to Bidco.
Definitions.
Capitalized terms not otherwise defined herein shall have the meaning
ascribed to such terms in the Subscription and Redemption Agreement, the
Universal Stockholders' Agreement or the Bidco Stockholders' Agreement, as
applicable. All references in the Subscription and
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Redemption Agreement, the Universal Stockholders' Agreement, the Bidco
Stockholders' Agreement and any other documents referring to any of the
foregoing agreements shall be deemed to be references to the applicable
agreements as amended hereby.
Counterparts.
This Amendment may be executed in two or more counterparts, and by
different parties on separate counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
THE SEAGRAM COMPANY LTD.
By:/s/Xxxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President
By:/s/Michael C.L. Hallows
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Name: Michael C.L. Hallows
Title: Secretary
CENTENARY HOLDING N.V.
By:
----------------------------------
Name:
Title:
UNIVERSAL STUDIOS HOLDING I CORP.
By:/s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
MEI HOLDING INC.
By:
----------------------------------
Name:
Title:
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IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first above written.
THE SEAGRAM COMPANY LTD.
By:
----------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President
By:
----------------------------------
Name: Michael C.L. Hallows
Title: Secretary
CENTENARY HOLDING N.V.
By:/s/ Xxxxxxx Xxxxxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Managing Director
UNIVERSAL STUDIOS HOLDING I CORP.
By:
----------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
MEI HOLDING INC.
By:
----------------------------------
Name:
Title:
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IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
THE SEAGRAM COMPANY LTD.
By:
----------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President
By:
----------------------------------
Name: Michael C.L. Hallows
Title: Secretary
CENTENARY HOLDING N.V.
By:
----------------------------------
Name:
Title:
UNIVERSAL STUDIOS HOLDING I CORP.
By:
----------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
MEI HOLDING INC.
By:/s/ Yoshinori Kobe
----------------------------------
Name: Yoshinori Kobe
Title: President
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MHI INVESTMENT CORPORATION
By:/s/ Yoshinori Kobe
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Name: Yoshinori Kobe
Title: President
SEAGRAM DEVELOPMENTS, INC.
By:
----------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
SEAGRAM INTERNATIONAL B.V.
By:
----------------------------------
Name:
Title:
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MHI INVESTMENT CORPORATION
By:
----------------------------------
Name:
Title:
SEAGRAM DEVELOPMENTS, INC.
By:/s/ Xxxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
SEAGRAM INTERNATIONAL B.V.
By:
----------------------------------
Name:
Title:
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MHI INVESTMENT CORPORATION
By:
----------------------------------
Name:
Title:
SEAGRAM DEVELOPMENTS, INC.
By:
----------------------------------
Name:
Title:
SEAGRAM INTERNATIONAL B.V.
By:/s/ Xxxxxxx Xxxxxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Managing Director
By:/s/ Xxxxxx Xxxxxxx
----------------------------------
Name: Xxxxxx Xxxxxxx
Title: Managing Director
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ANNEX A
CROSS RECEIPT
For purposes of that certain Amendment to Subscription and Redemption Agreement,
Amended and Restated Stockholders' Agreement and Stockholders' Agreement, dated
as of December 9, 1998 (the "Amendment"), the undersigned hereby acknowledges
receipt of the sum of $7,937,956 from MEI Holding Inc., a corporation organized
under the laws of Delaware.
Universal Studios Holding I Corp.
a Delaware corporation
By: ____________________
Name:
Title:
For purposes of the Amendment, the undersigned hereby acknowledges receipt of
the sum of $7,937,956 from Centenary Holding N.V., a corporation organized under
the laws of the Netherlands.
MHI Investment Corporation
a Delaware corporation
By: ____________________
Name:
Title:
