Seagram Co Ltd – ‘SC 13D/A’ on 7/26/96 re: Dupont E I De Nemours & Co – EX-10

As of:  Friday, 7/26/96   ·   Accession #:  893750-96-176   ·   File #:  5-07714

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          18     47K 
                          Ownership                                              
 2: EX-10       Material Contract                                      4     17K 

EX-10   —   Material Contract

EX-10
1st Page of 4
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                        Exhibit 10

WARRANT REPURCHASE AGREEMENT

        THIS WARRANT REPURCHASE AGREEMENT (this "Agreement") is entered into
this 24th day of July, 1996, by and among The Seagram Company Ltd., a Canadian  
corporation ("Seagram"), JES Developments, Inc., a Delaware corporation and a   
wholly-owned subsidiary of Seagram ("Subsidiary") and E.I. du Pont de Nemours   
and Company, a Delaware corporation (the "Company").                            

        WHEREAS, in connection with the Warrant Agreement, dated as of April
6, 1995 (the "Warrant Agreement") and the Redemption Agreement, dated as of     
April 6, 1995 (the "Redemption Agreement"), Subsidiary acquired Warrants        
expiring October 6, 1997 to acquire 48 million shares of Common Stock, par      
value $0.60 per share (the "Common Stock") of the Company at $89.33 per share,  
Warrants expiring October 6, 1998 to acquire 54 million shares of Common Stock  
at $101.14 per share, and Warrants expiring October 6, 1999 to acquire 54       
million shares of Common Stock at $113.63 per share (collectively, the          
"Warrants" and each, individually, a "Warrant"); and                            

WHEREAS, the Company has agreed to purchase and Seagram and 
Subsidiary have agreed to sell all of the Warrants (the "Repurchase"), in each  
case in accordance with the terms set forth below.                              

       NOW THEREFORE, in consideration of the premises set forth above and
the mutual promises and agreements set forth herein, Seagram, Subsidiary and    
the Company agree as follows:                                                   

1.   Simultaneously with the execution and delivery of this 
Agreement, (i) the Company is paying to Subsidiary by wire transfer in          
immediately available funds $500 million and (ii) Subsidiary is delivering to   
the Company for cancellation all of the Warrants and transfer forms attached    
thereto, endorsed in blank or in favor of the Company, duly executed by         
Subsidiary.  Each of Seagram and Subsidiary acknowledges and agrees that upon   
consummation of the Repurchase, it shall have no further rights under any of    
the Warrants.  The purchase and sale of the Warrants pursuant to this Agreement 
shall be effective notwithstanding any provisions of the Redemption Agreement   
giving Seagram, Subsidiary or the Company the right or the obligation, under    
the circumstances specified therein, to purchase or sell, as the case may be,   
the Warrants.                                                                   

    2.   Each of Seagram and Subsidiary hereby jointly and severally
represent and warrant to the Company, and agree for the benefit of the Company, 
that:                                                                           

 (i)  Seagram is a corporation duly organized and validly existing under
         the laws of Canada and has been duly qualified for the transaction of
business under the laws of the Province of Quebec;          

 (ii)  Subsidiary is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware;      

 (iii)  each of Seagram and Subsidiary has all necessary corporate power and
   authority to execute and deliver this Agreement and perform its
obligations hereunder;                                      

  (iv)  the execution and delivery by each of Seagram and Subsidiary of this
      Agreement and the performance by each of its obligations hereunder

EX-10
2nd Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 2nd
      have been duly and validly authorized by the Board of Directors of
  each of Seagram and Subsidiary, and by the sole stockholder of
         Subsidiary, and no other corporate proceedings on the part of Seagram
       or Subsidiary are necessary to authorize the execution, delivery or
performance of this Agreement;                              

 (v)  this Agreement has been duly and validly executed and delivered by
      each of Seagram and Subsidiary and constitutes a valid and binding
         agreement of each of Seagram and Subsidiary, enforceable against each
in accordance with its terms;                               

(vi)  the execution and delivery by Seagram and Subsidiary of this      
     Agreement do not and the performance by Seagram and Subsidiary of
        their obligations hereunder will not (a) contravene or conflict with
         the certificate of incorporation, by-laws or similar charter or other
       organizational documents of Seagram or Subsidiary or (b) contravene
     or conflict with or constitute a violation of or default under or
        give rise to a right of termination, cancellation or acceleration of
        any right or obligation of Seagram or Subsidiary under any provision
         of applicable law or regulation of the United States or Canada or any
      state or province thereof or of any agreement, contract, judgment,
         injunction, order, decree or other instrument binding upon Seagram or
    Subsidiary, which contravention, conflict, violation, default or
      right of termination, cancellation or acceleration would result in
   the case of this clause (b) in a material adverse effect on the
     business, assets, results of operations or financial condition of
       Seagram and its subsidiaries, taken as a whole, other than any such
        material adverse effect which would have no effect on this Agreement
        and the performance of the obligations and transactions contemplated
hereby;                                                     

  (vii)  Subsidiary has good and marketable title to all of the Warrants, free
        and clear of all liens, claims, options, proxies, voting agreements,
security interests, charges and encumbrances other than the 
    Redemption Agreement, and has complete and unrestricted power to
      transfer, assign and deliver the Warrants to the Company, and upon
       the transfer of the Warrants to the Company as provided herein, the
        Company will acquire good and marketable title to the Warrants, free
        and clear of all liens, claims, options, proxies, voting agreements,
security interests, charges and encumbrances; and           

(viii)  Seagram, Subsidiary and their representatives have been given the   
     opportunity to ask questions of, and to receive answers from, the
    Company and its representatives concerning the business affairs,
         financial condition and other information relating to the Company and
      to obtain any additional information which Seagram, Subsidiary, or
their representatives deem necessary.                       

  3.   The Company hereby represents and warrants to Seagram and
Subsidiary, and agrees for the benefit of Seagram and Subsidiary, that:         

(i)  it is a corporation duly organized, validly existing and in good 
standing under the laws of the State of Delaware;           

(ii)  it has all necessary corporate power and authority to execute and 
    deliver this Agreement and to perform its obligations hereunder;

EX-10
3rd Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 3rd
(iii)  the execution and delivery by the Company of this Agreement and the
     performance by the Company of its obligations hereunder have been
        duly and validly authorized by the Board of Directors of the Company
     and no other corporate proceedings on the part of the Company are
       necessary to authorize the execution and delivery of this Agreement
   or the performance by the Company of its obligations hereunder;

(iv)  this Agreement has been duly and validly executed and delivered by
    the Company and constitutes a valid and binding agreement of the
   Company, enforceable against the Company in accordance with its
terms; and                                                  

 (v)  the execution and delivery by the Company of this Agreement do not
        and the performance by the Company of its obligations hereunder will
        not (a) contravene or conflict with the certificate of incorporation
   or by-laws of the Company or (b) contravene or conflict with or
         constitute a violation of or default under or give rise to a right of
        termination, cancellation or acceleration of any right or obligation
 of the Company or any of the Company's subsidiaries under any
         provision of applicable law or regulation of the United States or any
      state thereof or of any agreement, contract, judgment, injunction,
        order, decree or other instrument binding upon the Company or any of
       its subsidiaries, which contravention, conflict, violation, default
         or right of termination, cancellation or acceleration would result in
   the case of this clause (b) in a material adverse effect on the
         business, assets, results of operations or financial condition of the
       Company and its subsidiaries, taken as a whole, other than any such
        material adverse effect which would have no effect on this Agreement
        and the performance of the obligations and transactions contemplated
hereby.                                                     

         4.   Upon the execution and delivery of this Agreement by the parties
hereto, the Redemption Agreement and all rights and obligations thereunder      
shall terminate.                                                                

        5.   The closing of the Repurchase is taking place at the offices of
Skadden, Arps, Slate, Meagher & Flom, at 919 Third Avenue, New York, New York   
10022, simultaneously with the execution and delivery of this Agreement.        

  6.   This Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof and supersedes all     
other prior agreements and understandings, both written and oral, among the     
parties with respect to the subject matter hereof.                              

        7.   This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without regard to the principles of     
conflicts of law thereof.                                                       

      8.   This Agreement may be executed in counterparts, each of which
shall be a valid and binding obligation of the parties thereto, but all of      
which shall constitute one and the same instrument.                             

EX-10
Last Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 4th
  IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed on its behalf by its representatives thereunto duly    
authorized, all as of the day and year first above written.                     

                       E.I. DU PONT DE NEMOURS AND COMPANY

            By: /s/ Charles L. Henry
                      Name:   Charles L. Henry
                              Title:  Executive Vice President
                                             and Chief Financial Officer

            THE SEAGRAM COMPANY LTD.

               By: /s/ Edgar Bronfman, Jr.
                         Name:   Edgar Bronfman, Jr.
                         Title:  President and Chief
                                   Executive Officer

          JES DEVELOPMENTS, INC.

              By: /s/ Daniel R. Paladino
                        Name:   Daniel R. Paladino
               Title:  President

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		10/6/99		1					SC 13D/A
		10/6/98		1
		10/6/97		1
Filed on:		7/26/96
		4/6/95		1					8-K/A
									List all Filings