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Approximate date of commencement of proposed sale to the public: As soon as practicable following the effective date of this registration statement.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o


(1)	Represents the maximum principal amount of dollar-denominated 6.25% senior notes due 2008 and euro-denominated 6.25% senior notes due 2008 that may be issued pursuant to the exchange offer described in this registration statement.

(2)	Euro amounts have been translated into U.S. dollars at 1 euro = $1.1166, which was the noon buying rate in New York City for cable transfers in euros as certified for customs purposes by the Federal Reserve Bank of New York on September 16, 2003.

(3)	The registration fee was calculated pursuant to Rule 457.

The registrant hereby amends this registration statement on such date as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not consummate the exchange offer until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.


•	We are offering to exchange all outstanding notes that are validly tendered and not withdrawn for an equal principal amount of notes that are registered under the Securities Act of 1933.

•	Outstanding notes denominated in dollars may be exchanged only for exchange notes denominated in dollars, and outstanding notes denominated in euros may be exchanged only for exchange notes denominated in euros.

•	The exchange offer is subject to conditions, including that the exchange offer does not violate any law or applicable interpretation of any law by the staff of the Securities and Exchange Commission.

•	You may withdraw your tender of outstanding notes at any time before the expiration of the exchange offer.

•	An exchange pursuant to the exchange offer will not be taxable for United States federal income tax purposes.

•	We will not receive any cash proceeds from the exchange offer.

•	Our affiliates may not participate in the exchange offer.


•	The terms of the exchange notes to be issued are substantially identical to the outstanding notes that we issued on July 10, 2003, except that transfer restrictions and registration rights provisions relating to the outstanding notes will not apply to the exchange notes.

•	Interest on the dollar-denominated exchange notes will accrue at the rate of 6.25% per year and interest on the euro-denominated exchange notes will accrue at the rate of 6.25% per year, in each case, payable in cash every six months on January 15 and July 15, with the first payment on January 15, 2004.

•	The dollar-denominated exchange notes and the euro-denominated exchange notes will rank equally with all of our current and future unsecured senior indebtedness and junior to our current and future secured indebtedness up to the value of the collateral securing such indebtedness. The exchange notes will effectively rank junior to all indebtedness and other liabilities, including trade payables, of our subsidiaries. As of March 31, 2003, after giving effect to (x) the issuance on April 8, 2003 of the outstanding $935 million 9.25% Senior Notes due 2010 and €325 million 9.50% Senior Notes due 2010, which we refer to as the April Senior Notes and the €1.0 billion drawdown under the €2.5 billion senior secured credit facility dated as of May 13, 2003, among Vivendi Universal as the borrower, certain of its subsidiaries as guarantors, a syndicate of lenders and Société Générale, as facility agent and security trustee and the use of these proceeds as described under “The 2003 Refinancing Plan”, and (y) the issuance on July 10, 2003 of the €1,346,000,000 Senior Notes due 2008, which we refer to as the outstanding notes, and the application of the net proceeds thereof as set forth under “Use of Proceeds”, (1) we and our consolidated subsidiaries would have had gross debt (including short term debt) of €19.5 billion outstanding, (2) Vivendi Universal would have had €4.0 billion of secured indebtedness and €8.8 billion of unsecured senior indebtedness outstanding (excluding debt of our subsidiaries) and (3) our subsidiaries would have had €6.7 billion of indebtedness outstanding.

•	We intend to list the exchange notes on the Luxembourg Stock Exchange.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of those exchange notes. Each Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where those outstanding notes were acquired by that broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

Investing in the exchange notes involves risks. Please consider carefully the “Risk Factors” beginning on page 19 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

We are not asking you for a proxy and you are requested not to send us a proxy.

Vivendi Universal files or furnishes annual and current reports and other information with the Securities and Exchange Commission, or the SEC. You may read and copy any document Vivendi Universal files or furnishes at the SEC’s public reference room in Washington, D.C. Please call the SEC at 1-888-SEC-0330 for further information on the public reference rooms. Certain of the documents we have filed with or furnished to the SEC are also available to the public from the SEC’s web site at www.sec.gov or from Vivendi Universal’s web site at www.vivendiuniversal.com. However, the information on Vivendi Universal’s web site does not constitute a part of this prospectus.

In this document, Vivendi Universal “incorporates by reference” the information it files with the SEC, which means that Vivendi Universal can disclose important information to you by referring to that information. The information incorporated by reference is considered to be a part of this prospectus, and later information filed with the SEC will update and supersede this information. Vivendi Universal incorporates by reference the documents listed below and any future Annual Reports on Form 20-F filed with and any Reports of Foreign Private Issuer on Form 6-K that are so designated and that are furnished to the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this offering circular and until this exchange offer is completed:


	•	its Annual Report on Form 20-F for fiscal year ended December 31, 2002, which we refer to as our Annual Report on Form 20-F for the year ended December 31, 2002;

	•	its Report on Form 6-K furnished to the SEC on July 9, 2003;

	•	its Report on Form 6-K furnished to the SEC on July 28, 2003;

	•	its Report on Form 6-K furnished to the SEC on August 4, 2003; and

	•	its Reports on Form 6-K furnished to the SEC on September 9, 2003, September 15, 2003, September 16, 2003 and September 17, 2003.

You may request a copy of these filings at no cost, by writing or telephoning Vivendi Universal at:

To obtain timely delivery of any of our filings, agreements or other documents, you must make your request to us no later than five business days before the expiration date of the exchange offer. The exchange offer will expire at 5:00 p.m., New York City time on , 2003 with respect to the Outstanding Dollar Notes, and 5:00 p.m., London time on , 2003 with respect to the Outstanding Euro Notes. The exchange offer can be extended by us in our sole discretion. See the section entitled “Exchange Offer” for more detailed information.

Copies of these filings and other information relating to the issuance of the Notes will also be available at the specified offices of the paying agent for the Notes in Luxembourg.

You should rely only upon the information provided in this document or incorporated in this document by reference. Vivendi Universal has not authorized anyone to provide you with different information. You should not assume that the information in this document, including any information incorporated by reference, is accurate as of any date other than that on the front cover of the document.

In this prospectus, references to “dollars”, “US $” or “$” are to United States dollars and references to “€” or “euro” are to the single currency of the participating member states in the Third Stage of European Economic and Monetary Union (EMU) of the Treaty Establishing the European Community, as amended from time to time.

Neither this offering circular nor any other offering material relating to the Notes has been submitted to the clearance procedures of the Commission des Opérations de Bourse (COB) in France.

The Notes have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in the Republic of France, neither this offering circular nor any other offering material relating to the Notes has been distributed or caused to be distributed and will be distributed or caused to be distributed to the public in the Republic of France, and such offers, sales and distributions will be made in the Republic of France only to qualified investors (investisseurs qualifiés) as defined in and in accordance with Articles L.411-1 and L.411-2 of the French Code Monétaire et Financier and French Decree no. 98-880 dated October 1, 1998.

Vivendi Universal confirms that, to the best of its knowledge, information and belief, having made all reasonable inquiries, as of the date hereof the information contained in this prospectus with respect to it and the Notes is, subject as provided below in relation to the clearing arrangements contained in this prospectus, true and accurate in all material respects and is not misleading in any material respect, and that there are no other facts, the omission of which would, in the context of the issuance and offering of the Notes, make this prospectus as a whole or any such information misleading in any material respect. Vivendi Universal accepts responsibility for the information contained in this prospectus, other than the information relating to clearing arrangements, as provided below, and market data contained in this prospectus in respect of which we only take responsibility for the correct compilation, extraction and reproduction of such information for the relevant source.

The information set out in the sections of this prospectus describing clearing arrangement is subject to any change or reinterpretation of the rules, regulations and procedures of The Depository Trust Company (“DTC”), Euroclear Bank S.A./N.V. and Clearstream Banking, S.A., in each case as currently in effect. The information in such sections concerning these clearing systems has been

obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy of such information. If you wish to use the facilities of any of the clearing systems you should confirm the continued applicability of the rules, regulations and procedures of the relevant clearing system. We will not be responsible or liable for any aspect of the records relating to, or payments made on account of, book-entry interests held through the facilities of any clearing system or for maintaining, supervising or reviewing any records relating to such book-entry interests.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY UNITED STATES FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The distribution of this prospectus and the offering and sale of the Notes in certain jurisdictions may be restricted by law. Vivendi Universal and the Initial Purchasers require persons in whose possession this prospectus comes to inform themselves about and to observe any such restrictions. This prospectus does not constitute an offer of, or an invitation to purchase, any of the Notes in any jurisdiction in which such offer or invitation would be unlawful.

This prospectus includes and incorporates by reference “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to dispositions, acquisitions, working capital and capital requirements, available liquidity, maturity of debt obligations, business trends and other information that is not historical information. In particular, a number of statements in the sections headed “Prospectus Summary,” “The 2003 Refinancing Plan,” and “Use of Proceeds” contain forward-looking statements. Forward-looking statements can be identified by context. For example, words such as “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts” and variations of such words or similar expressions indicate the presence of forward-looking statements. All forward-looking statements, including, without limitation, management’s examination of operating trends, are based upon our current expectations and various assumptions. Our expectations, beliefs, assumptions and projections are expressed in good faith, and we believe there is a reasonable basis for them. There can be no assurance, however, that management’s expectations, beliefs and projections will be achieved.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this prospectus. These include, among others:


	•	general economic and business conditions, particularly a general economic downturn;
	•	industry trends;
	•	increases in our leverage;
	•	reduced liquidity;
	•	failure to reach an agreement with General Electric Company with respect to the merger of Vivendi Universal Entertainment with National Broadcasting Company, Inc.;
	•	failure to obtain the necessary approvals to consummate the merger of Vivendi Universal Entertainment with National Broadcasting Company, Inc.;
	•	the terms and conditions relating to this merger and the timing thereof;
	•	the terms and conditions of our other asset disposals and the timing thereof;
	•	changes in our ownership structure;
	•	competition;
	•	changes in our business strategy or development plans;
	•	challenges to, or losses or infringements of our intellectual property rights;


	•	customer preference;
	•	technological advancements;
	•	political conditions;
	•	financial and equity markets;
	•	foreign currency exchange rate fluctuations;
	•	legal and regulatory requirements and the outcome of legal proceedings and pending investigations;
	•	environmental liabilities;
	•	natural disasters; and
	•	war or acts of terrorism.

This list is not exhaustive and there are other factors that may cause our actual results to differ materially from the forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf apply only as of the date of this prospectus and are expressly qualified in their entirety by the cautionary statements included in this prospectus. We undertake no obligation to publicly update or revise forward-looking statements which may be made to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events.

Our financial statements were prepared in accordance with generally accepted accounting principles in France, or French GAAP. Vivendi Universal has applied the methodology for consolidated financial statements based on Regulation 99.02 as approved by the French Accounting Standards Board (Comité de la Réglementation Comptable). The financial statements of foreign subsidiaries have, when necessary, been adjusted to comply with French GAAP rules. French GAAP rules differ in certain respects from generally accepted accounting principles in the United States, or US GAAP. The principal differences between French GAAP and US GAAP, as they relate to us and their effects on net income and shareholders’ equity, are described in Note 17 to our Consolidated Financial Statements contained in our Annual Report on Form 20-F for the year ended December 31, 2002. Our consolidated financial statements are presented in French GAAP format, but also incorporate certain modifications and additional disclosures designed to conform more closely with typical US GAAP presentation.

Our financial statements for the years ended December 31, 2001 and December 31, 2002 and the three-month periods ended March 31, 2002 and March 31, 2003 include information on a pro forma basis that reflect the changes several significant transactions completed in these periods have had on our business. Such pro forma information is unaudited. For a discussion of such transactions, see Note 2.2 to our Consolidated Financial Statements contained in our Annual Report on Form 20-F for the year ended December 31, 2002 and Section 2.2 of the unaudited interim financial statements in the Operating and Financial Review and Prospects for the First Quarter 2003 and Unaudited Interim Financial Statements for the First Quarter 2003, which we refer to as the Q1 Report, that is filed as Exhibit 99.7 to this Registration Statement.

The financial information and data included in this prospectus is presented in accordance with French GAAP, except where otherwise noted. You should refer to the unaudited interim financial statements in the Q1 Report for quantitative reconciliations of certain non-French GAAP financial measures contained in this prospectus to the most directly applicable French GAAP financial measures as well as disclosure concerning the usefulness of these measures.

For a discussion of the comparability of our consolidated financial statements and the financial data presented in this prospectus, refer to “Item 5 — Operating and Financial Review and Prospects — Comparability” in our Annual Report on Form 20-F for the year ended December 31, 2002.

The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. Capitalized terms used but not defined in this summary are defined in the text of this prospectus. Investors should thoroughly consider this prospectus in its entirety, including the information set forth under “Available Information”, prior to an investment in the Notes.

Unless the context requires otherwise, references to “we”, “us” and “our” mean Vivendi Universal S.A. and its subsidiaries and “Vivendi Universal” or “Vivendi” means Vivendi Universal S.A.

Unless otherwise indicated, all financial data presented in this prospectus has been prepared in accordance with French GAAP.

We are one of the largest media and telecommunications groups in the world. For the year ended December 31, 2002, we generated pro forma consolidated revenues of €28,729 million. To improve our credit rating and liquidity, we have embarked on a €16 billion asset disposal program through 2004, including approximately €9.6 billion of disposals for which we have entered into contracts as of June 25, 2003, of which disposals of €9.1 billion had been completed as of that date.

Our attractive portfolio of assets includes our operations in our six principal segments (financial data are presented on a pro forma basis):

Cegetel Group — 2002 revenues of €7,067 million. Cegetel Group, through its 80%-owned subsidiary, SFR, is the second largest mobile telecommunications operator in France and through its 90%-owned subsidiary, Cegetel S.A., is the second largest fixed-line operator in France. In 2002, SFR had a 35.1% market share in a stable, three-operator market in France. SFR is well positioned to benefit from the strong growth of the French wireless market. Its focus on high-end customers has resulted in an average revenue per user, which we refer to as ARPU, of €58 per month for postpaid customers during 2002 and has led to strong cash flow generation. For additional information concerning ARPU, please refer to “Certain Non-GAAP Financial Measures” in this Prospectus Summary. In early 2003, we increased our ownership interest to 70% of Cegetel Group. In early 2003, we increased our ownership interest to 70% of Cegetel Group.

Universal Music Group (UMG) — 2002 revenues of €6,276 million. UMG is the largest recorded music business in the world. UMG acquires, manufactures, markets and distributes recorded music in 63 countries. Key recording artists include Eminem, Shania Twain, U2 and Ashanti. In addition to its recorded music business, UMG is the third largest music publisher in the world. UMG also manufactures, sells and distributes music video and DVD products, and owns mail-order music/ video clubs. We own approximately 92% of UMG.

Vivendi Universal Entertainment LLLP (VUE) — 2002 revenues of €6,978 million. We own approximately 86% of VUE, a US-based entertainment company active in the film, television, and theme parks and resorts businesses. As described below, we are in exclusive negotiations with General Electric Company regarding the merger of VUE with National Broadcasting Company Inc., which we refer to as “NBC”. VUE operates through the following entities:


	•	*Universal Pictures Group (UPG) — 2002 revenues of €3,927 million.* UPG is a major film studio, engaged in the production and distribution of motion pictures worldwide in the theatrical, non-theatrical, home video/DVD and television markets. Recent motion picture releases include Gladiator, The Mummy franchise, A Beautiful Mind, 8 Mile, Erin Brockovich, Red Dragon and


		The Fast and The Furious. UPG’s 2003 movie slate includes Bruce Almighty, The Hulk, 2 Fast and 2 Furious, Peter Pan and Dr Seuss’ The Cat in the Hat.

	•	*Universal Television Group (UTG) — 2002 revenues of €2,199 million.* UTG owns and operates four US cable television networks including USA Network and the Sci Fi Channel as well as a portfolio of international television channels. UTG produces and distributes original television programming worldwide, including Law and Order, Jerry Springer, Taken and Monk.

	•	*Universal Parks and Resorts (UPR) — 2002 revenues of €852 million.* UPR is the second largest destination theme park operator in the world. UPR owns interests in and operates theme parks and resorts in the US, Japan and Spain including Universal Studios in Hollywood, California and Universal Studios in Orlando, Florida.

Canal+ Group — 2002 revenues of €4,742 million. Canal+ Group is the leader in the production and distribution of digital and analog pay-TV in France (principally through its premium channel, Canal+, and its digital satellite platform, CanalSatellite). Canal+ Group has 6.95 million individual subscriptions in France. Canal+ Group is also a leading European studio involved in the production, co-production, acquisition and distribution of feature films and television programs and owns interests in pay-TV activities in Spain, Poland and elsewhere. We own 100% of Canal+ Group, which in turn owns 49% of Canal+ S.A., which holds the broadcast license for our premium channel Canal+, and 66% of CanalSatellite.

Maroc Telecom — 2002 revenues of €1,487 million. Maroc Telecom is the incumbent fixed line and the leading mobile telecommunications operator in Morocco, with a 70% share of the wireless market. We have a 35% ownership stake in Maroc Telecom. However, through our control of the executive board and management, we exercise day-to-day control over the business and consolidate it in our financial statements.

Vivendi Universal Games (VU Games) — 2002 revenues of €794 million. VU Games is a worldwide leader in the development, marketing and distribution of games and educational software for PC, handheld devices and consoles. We own 99% of VU Games.

We were formed through the merger of Vivendi S.A., The Seagram Company Ltd. and Canal+ S.A. in December 2000. From our origins as a water company, we expanded our business rapidly in the 1990s and transformed ourselves into a media and telecommunications company with the December 2000 merger and the May 2002 acquisition of the entertainment assets of InteractiveCorp (formerly known as USA Interactive and prior thereto as USA Networks, Inc.), or USAi. Following the appointment of new management in July 2002, we commenced a significant asset disposal program aimed at reducing the group’s indebtedness, which we are pursuing actively. We have already largely exited the environmental services and publishing businesses and sold various smaller operations. See “Item 5 — Operating and Financial Review and Prospects — Recent Developments” in our Annual Report on Form 20-F for the year ended December 31, 2002 that is incorporated by reference herein.

Significant Asset Value. We believe that the assets that comprise our principal segments are among the most valuable media and telecommunications assets in the world. We also own an attractive portfolio of other operations and investments, including our 20% stake in Veolia Environnement (formerly Vivendi Environnement), our stakes in telecom assets in Kenya and Monaco, and significant real estate assets. Our main business units generate significant consolidated operating cash flow.

Leading Market Positions. Our business units hold leading positions in their respective markets, which we believe provides us with distribution and marketing advantages, and also improves our ability to compete for customers and to acquire high quality content.


(1)	For information as to sources and metrics for this market share information see “Item 4 — Information on the Company” in our Annual Report on Form 20-F for the year ended December 31, 2002.

(2)	As announced on September 2, 2003, we are currently in exclusive negotiations with General Electric regarding the merger of VUE with NBC.

Brand Leadership. Our businesses have a large number of leading global and local brands including our Universal, USA Network, Canal+ and SFR brands, as well as UMG’s music labels, including Island/Def Jam, Interscope/ Geffen/A&M, Verve and Deutsche Grammophon. We believe that our brands are highly regarded and that our brand recognition provides us with significant advantages over our competition.

Well-known Franchises and Excellent Artists. Our businesses own the rights to a number of well-known franchises, including Jurassic Park, The Mummy, Diablo, Warcraft and The Fast and The Furious, which provide us with recurring sources of income. We are able to exploit these franchises across multiple segments and markets, thereby leveraging our investments. For example, The Mummy was a remake of an original Vivendi Universal motion picture which spawned: a sequel, The Mummy Returns; a pre-quel, The Scorpion King; an original soundtrack recording; a video game; and a theme park attraction. Our businesses also benefit from strong contractual and other relationships with artists such as Eminem, Sheryl Crow and Dick Wolf, the creator of the Law and Order franchise.

Corporate Debt Rating. Following a period of significant acquisition-related growth with an associated increase in leverage, Moody’s and Standard & Poor’s downgraded our senior unsecured debt rating from Baa3/BBB to B1/B+ in July and August 2002. The downgrades to non-investment grade had an immediate negative impact on our short-term liquidity, limiting access to the capital markets, and most importantly preventing us from accessing the commercial paper market, historically our main source of funding for working capital needs. On September 3, 2003, following our announcement regarding negotiations concerning the merger of VUE with NBC as described below, Standard & Poor’s placed its long-term credit ratings on Vivendi Universal and VUE on Credit Watch with positive implications.

Change in Management. On July 3, 2002, our Board of directors appointed Jean-René Fourtou to replace Jean-Marie Messier as Chairman and Chief Executive Officer (CEO). Two highly regarded and experienced non-executive board members were also appointed: Claude Bébéar, the Chairman of the Supervisory Board of AXA, and Gerard Kleisterlee, the CEO of Philips. Over the summer of 2002, Mr. Fourtou appointed a new management team composed of Chief Operating Officer (COO) Jean-Bernard Lévy, Chief Financial Officer (CFO) Jacques Espinasse, and Executive Vice President in charge of Divestitures, Mergers and Acquisitions, Robert de Metz. The new management was charged by our board to stabilize the company, develop and implement the asset disposal program and enhance corporate governance.

New Strategic Focus. Following the July 2002 debt downgradings, our new management team quickly addressed our immediate liquidity concerns by securing new credit facilities and beginning an aggressive €16 billion asset disposal program aimed at increasing our liquidity and reducing our debt. We are now a company in transition. Our principal strategic focus is to return to an investment grade credit profile within the next 12-18 months by continuing to reduce our leverage while maintaining sufficient liquidity.

The primary means by which we intend to achieve this goal is through the completion of our asset disposal program by the end of 2004. In the second half of 2002, we sold €6.7 billion of assets. In 2003, we have sold an additional €2.5 billion of assets through June 25. We have initiated numerous other asset disposal processes, and we are not dependent on any single asset sale to meet our disposal target. As part of this program, we have begun exploring strategic options that could lead to the partial or total divestiture of VUE and VU Games. We have received multiple, preliminary bids relating to one or more of these businesses. On September 2, 2003, we announced that we have entered into an agreement with General Electric to conduct exclusive negotiations regarding a merger of VUE with NBC, a wholly owned subsidiary of General Electric.

In addition to asset disposals, we have improved our liquidity position by extending the maturity profile of our debt. In April and May 2003, we issued our 9.25% Senior Notes due 2010 and our 9.50% Senior Notes due 2010 and completed a €2.5 billion bank facility, comprising a three-year €1.5 billion revolving tranche and a three-year €1.0 billion term loan tranche, which we refer to in this prospectus as the “Dual Currency Credit Facility”. These financings are collectively referred to in this prospectus as the “2003 Refinancing Plan”. The proceeds from the high yield notes, together with available cash, were principally used to reimburse or cancel €2.5 billion of facilities that matured in 2003 and 2004. For more information, see “The 2003 Refinancing Plan”. In July 2003, we issued the Outstanding Notes and used proceeds of the sale of the Outstanding Notes to repay indebtedness of our subsidiary, Société d’Investissement pour la Téléphonie S.A., which we refer to as “SIT”. We have also restructured and lengthened the maturities of the indebtedness of VUE.

Re-Positioning of Principal Businesses. The list of our dispositions from July 2002 through June 2003 is set forth under “— Asset Disposal Program” below. The asset disposal program, together with the increase in our stake in Cegetel Group described below, have resulted in a significant re-positioning of our principal business operations. This will continue as we complete our disposal pro-

Veolia Environnement. Until June 2002, we held approximately 63% of the share capital of Veolia Environnement, an environmental services business with global operations that constituted the original business of the predecessor company, Vivendi Environnement, which was a subsidiary of Vivendi Universal. Through a series of transactions in June and July 2002, we reduced our stake to approximately 40.8% of the outstanding share capital of Veolia Environnement and, through an additional sale on December 24, 2002, we reduced our stake to approximately 20.4%. Our investment in Veolia Environnement has been accounted for using the equity method since December 31, 2002. As part of the December 2002 sale, we granted to the purchasers a call option, exercisable until December 23, 2004, to purchase our remaining stake in Veolia Environnement at €26.5 per share, which, if exercised, will complete our exit from this business.

Disposal of Publishing Activities. In two transactions in December 2002, we sold the substantial majority of our publishing assets. On December 20, 2002, we sold our European publishing assets for €1,138 million, including the assumption of €17 million in debt. On December 30, 2002, we sold our US publishing company, Houghton Mifflin, for €1,567 million, including the assumption of €372 million of debt. Since then, we have also sold other smaller publishing operations.

Acquisition of Additional Stake in Cegetel Group. In January 2003, following Vodafone’s offer to purchase the stakes held in Cegetel Group by BT Group, SBC Communications and ourselves, we exercised our right to match Vodafone’s bid and purchased BT Group’s 26% stake in Cegetel Group. This increased our controlling interest to 70% of Cegetel Group, which in turn owns 80% of SFR. Vodafone owns the remaining stakes in Cegetel Group and SFR. We acquired the 26% stake in exchange for €4.0 billion, which implied an equity value for Cegetel Group of approximately €15.4 billion. Prior to acquiring our additional interest in Cegetel Group we issued €1 billion of mandatorily convertible notes in November of 2002.

Asset Disposal Program. As described above, since the new management team began its €16 billion asset disposal program, we have entered into contracts with respect to asset sales for an aggregate consideration of approximately €9.6 billion, of which €8.4 billion would take the form of cash. Through June 25, 2003, we had completed transactions with aggregate consideration of €9.1 billion, of which €7.9 billion is in the form of cash.


(1)	Actual amounts after deduction of divestiture fees and expenses.

(2)	This amount includes €90 million of cash consideration which was received in 2002 but excludes €21 million of cash consideration which was received in May 2003.

(3)	Does not include a remaining amount of €50 million of consideration held in escrow that may be received.

(4)	Does not include a remaining amount of €10 million of deferred purchase consideration that may be received.

(5)	Includes €39 million expected to be received.

(6)	Amounts subject to adjustment to reflect the deduction of divestiture fees and expenses, currency exchange rate fluctuations and purchase price adjustments.

Proposed Merger of VUE with NBC. On September 2, 2003, we announced that we had entered into an agreement with General Electric to conduct exclusive negotiations regarding a merger of VUE with NBC. As previously announced, Vivendi Universal would own approximately 20% of the company or companies formed by that transaction, with General Electric owning approximately 80% of these entities. In addition, the shareholders of VUE would receive approximately $3.8 billion of cash consideration as a result of the monetization of General Electric’s commitment to issue stock, and the existing indebtedness of VUE (approximately $1.6 billion) would become indebtedness of the new company or companies in the transaction.

Acquisition of Additional Shares of Maroc Telecom. On September 2, 2003, we announced that our Board of Directors had approved a plan to increase our interest in Maroc Telecom S.A. to 51%. Under an existing agreement relating to Maroc Telecom, the Kingdom of Morocco has the right to require us to purchase shares representing 16% of the outstanding shares of Maroc Telecom for an aggregate purchase price to be determined based on an independent valuation of Maroc Telecom.

Sale of PTC Interest by Elektrim On September 15, 2003, Vivendi Universal, Deutsche Telekom, Elektrim S.A. and Ymer Finance jointly announced that they had reached an agreement in principle on Deutsche Telekom’s offer to increase its shareholding in PTC from 49% to 100% for a cash offer of €1.1 billion, €691 million of which would be paid to Vivendi Universal. The agreement is expected to be finalized by September 19, 2003 and the transaction completed at the beginning of January 2004.

Amendment to the terms of the Vinci Exchangeable Bonds. On August 12, 2003, Vivendi Universal announced that a proposal to amend the terms of its 1.00% bonds due March 1, 2006, which are exchangeable for ordinary shares of Vinci, had been approved by the holders of these bonds. Upon the effectiveness of this amendment, holders of these bonds would no longer have the option of requiring Vivendi Universal to redeem their bonds on March 1, 2004 and the redemption price at maturity of these bonds would increase from €88.81 per bond to €93.25 per bond. Each bond will remain exchangeable into one ordinary Vinci share. In connection with this amendment, Vivendi Universal has requested that Veolia Environnement repay approximately €130 million outstanding under a subparticipation agreement entered into at the time of the issuance of these bonds. This request is expected to be taken up by the Veolia Environnement board on September 30, 2003.

Merger of Cegetel S.A. and Télécom Développement. On July 23, 2003, Cegetel Group announced a transaction in which Cegetel S.A. would be merged with Télécom Développement, currently a joint subsidiary of Cegetel Group and Société Nationale des Chemins de Fer, which we refer to as the “SNCF”. Télécom Développement operates one of the most extensive private telecom infrastructure networks in France. Following the completion of this merger, Cegetel Group and the SNCF would own 65% and 35%, respectively, of the new combined company. This transaction is expected to be completed during the last quarter of 2003.

Messier Termination Agreement Litigation. On June 27, 2003, an arbitration panel in New York awarded Jean-Marie Messier (Vivendi Universal’s former CEO and chairman) the sum of €20,555,342 (together with interest and costs) on account of bonus and severance pay pursuant to a Termination Agreement executed by Mr. Messier and Vivendi Universal dated July 1, 2003. On July 2, 2003, Mr. Messier filed a Petition to Confirm the Arbitration Award before the Supreme Court of the State of New York. In response, Vivendi Universal submitted a motion to dismiss Mr. Messier’s petition and to vacate the Arbitration Award, or, alternatively, to stay the proceeding. On July 9, 2003, the French Tribunal de grande Instance de Paris (Regional Court of Paris) — in response to a petition filed by the COB — ordered that the amount of the award be paid into an escrow account under the supervision of the Bâtonnier de l’Ordre des avocats de Paris (President of the Paris Bar) until such time as the general shareholders of Vivendi Universal vote on the Termination Agreement. The COB, as well as an organization of French minority shareholders, also filed amicus briefs in the New York state court action arguing against payment of the arbitration award to Mr. Messier. On August 19, 2003, the President of

the Paris Commercial Court issued orders (i) allowing Vivendi Universal to initiate proceedings on a fast-track basis against Mr. Messier and Mr. Licoys (Vivendi Universal’s former Chief Operating Officer who signed the Termination Agreement), and (ii) for the provisional attachment in Vivendi Universal’s hands of any money owed by the Company to Mr. Messier in relation to the Termination Agreement.

On September 15, 2003, the Supreme Court of the State of New York issued an order confirming the arbitration award and directing that judgment be entered in Mr. Messier’s favor. Vivendi Universal immediately sought a stay of execution from the Court, which was denied. On September 17, 2003, Vivendi sought an emergency stay from the Appellate Division of the Supreme Court of the State of New York. The Appellate Court did not grant a stay, but issued an order precluding Mr. Messier from obtaining any funds resulting from enforcement of the award against Vivendi Universal without further court order.

SEC Lawsuit Related to the Messier Arbitration Award. On September 16, 2003, the SEC filed a lawsuit against Vivendi Universal in the United States District Court for the Southern District of New York. The suit is captioned Securities and Exchange Commission v. Vivendi Universal, S.A., (No. M-11-03). The SEC is seeking a temporary order pursuant to Section 1103 of the Sarbanes-Oxley Act of 2002 requiring Vivendi to place any proposed “extraordinary payments” to Mr. Messier — including the arbitration award — in an interest-bearing account subject to Court supervision. If granted, the temporary order sought by the SEC shall remain effective for 45 days, subject to a possible extension of a further 45 days at the discretion of the Court. If, before the end of that period, either Vivendi Universal or Mr. Messier is charged with violation of the U.S. federal securities laws, the temporary order shall remain in effect, subject to Court approval, until the conclusion of any legal proceedings relating thereto. If no charges are brought within that period, the escrow shall terminate, and the payment to Mr. Messier would proceed.

Vivendi has been advised that a hearing will occur with respect to the SEC’s application on September 29, 2003. Vivendi intends to cooperate with the SEC in this matter and will not oppose that application.

Securities Class Action Litigation. On August 6, 2003, GAMCO Investors, Inc., an investment advisor and member of the putative class described above, filed its own suit against Vivendi Universal in the United States District Court for the Southern District of New York as GAMCO Investors, Inc. v. Vivendi Universal, S.A. (C.A. No. 03 CV 5911). Plaintiff alleges violation of the Securities Exchange Act of 1934, as well as common law fraud and negligent misrepresentation under New York law. In the opinion of Vivendi Universal, plaintiff’s allegations are based upon substantially the same underlying circumstances and events identified in the class action litigation also currently pending in the Southern District of New York. On September 2, 2003, this suit was consolidated for all purposes with the existing securities class action litigation. For a more complete discussion of our existing securities class action litigation, see “Item 8 — Financial Information — Litigation” in our Annual Report on Form 20-F for the year ended December 31, 2002.

Arbitration Proceedings between Elektrim S.A. and Deutsche Telekom. On August 22, 2003, Vivendi Universal and Vivendi Telecom International S.A. filed a request for arbitration before the London Court of International Arbitration against Elektrim S.A, Elektrim Telekomunikacja Sp., which we refer to as “Telco” and Carcom Warszawa Sp., which we refer to as “Carcom”. This arbitration was commenced pursuant to the Third Amended and Restated Investment Agreement between Elektrim, Telco, Carcom, Vivendi Universal and VTI, dated as of September 3, 2001, which we refer to as the “Investment Agreement”. This dispute relates to whether the Investment Agreement is in full force and effect with respect to the management and control of Telco and representation rights of the shareholders.

On August 27, 2003, Elektrim filed a request for arbitration before the Arbitration Court of the Warsaw Chamber of Commerce against Telco. This arbitration was commenced pursuant to the Investment Agreement. This dispute also relates to whether the Investment Agreement is in full force and effect. For a more complete discussion of our arbitration proceedings involving Elektrim, see “Item 8 —

Investigation by the COB. On July 4, 2002, the French COB commenced an investigation into certain of Vivendi Universal’s financial statements published between 2000 and 2002. Vivendi Universal has fully cooperated with the COB’s investigation. On September 12, 2003, in accordance with its usual procedures, the COB presented its formal investigation report to the Company. The COB indicated that its investigation might give rise to administrative sanctions against the Company under COB Regulation 98-07, which relates to the provision of information to the public. The COB’s official notification to the Company invites Vivendi to make any comments in response within 3 months from the date it receives the investigation report.

Investigation by the U.S. Internal Revenue Service. On August 21, 2003, Vivendi Universal received formal notification from the U.S. Internal Revenue Service that the IRS is challenging the tax treatment reported by Seagram of the redemption in April 1995 of 156 million of the DuPont shares held by Seagram. The IRS is claiming an additional tax of approximately $1.5 billion plus interest. Vivendi Universal expects to contest the IRS’s claim in the U.S. Tax Court.

Vivendi Universal continues to believe that the tax treatment is fully compliant with US tax laws in force at the time. While the outcome of any controversy cannot be predicted with complete certainty, Vivendi Universal believes that this dispute with the IRS will be resolved so as not to have a material adverse effect on its financial statements as a whole. Vivendi Universal believes that it has adequately reserved in its financial statements with respect to such matter. For additional information concerning this matter, see “Item 8 — Financial Information — Litigation” in our Annual Report on Form 20-F for the year ended December 31, 2002.

We define ARPU as SFR’s revenues excluding roaming in, mobile termination and equipment sales divided by average active customer base, which we define as total postpaid customer base plus prepaid customers having placed and/ or received a call during the last month. We believe that ARPU is useful to investors as a measure of performance of SFR. ARPU may be defined and calculated differently by other companies, thereby affecting comparability.


(a)	Including the reversal of intercompany eliminations for the purpose of the ARPU computation.


		we would be required to pay additional interest to those broker-dealer holders in the same amounts as would be required for a registration default described in the preceding paragraph.

		The exchange and registration rights agreements also require us to file a shelf registration statement for a continuous offering in accordance with Rule 415 under the Securities Act for the benefit of any holders that are ineligible to participate in the exchange offer and indicate that they wish to have their Outstanding Notes registered under the Securities Act. If we are required to file a shelf registration statement and are unable to meet our obligations relating to that shelf registration statement, we would be required to pay additional interest to those holders of Outstanding Notes in the amounts described above. See “Registered Exchange Offer — Registration Rights.”

The Exchange Offer		We are offering to exchange $1,000 principal amount of $975,000,000 6.25% senior notes due 2008, which have been registered under the Securities Act and which we refer to in this prospectus as the “Exchange Dollar Notes,” for each $1,000 principal amount of Outstanding Dollar Notes. We are offering to exchange €1,000 principal amount of €500,000,000 6.25% senior notes due 2008, which have been registered under the Securities Act and which we refer to in this prospectus as the “Exchange Euro Notes,” for each €1,000 principal amount of Outstanding Euro Notes.

		We refer collectively in this prospectus to the Exchange Dollar Notes and the Exchange Euro Notes as the “Exchange Notes” and collectively to the Outstanding Notes and the Exchange Notes as the “Notes.” The Exchange Notes and the Outstanding Notes are identical in all material respects, except that the Exchange Notes will not contain transfer restrictions or registration rights that apply to the Outstanding Notes, and the Exchange Notes will not contain provisions relating to the payment of special interest to the holders of the Outstanding Notes in specified circumstances relating to the timing of the exchange offer.

		To exchange your Outstanding Notes, you must properly tender them before the exchange offer expires. We will exchange all Outstanding Notes that are validly tendered and not withdrawn. We will issue the Exchange Notes promptly after the exchange offer expires.

		You may tender your Outstanding Dollar Notes for exchange in whole or in part in integral multiples of $1,000 principal amount.

		You may tender your Outstanding Euro Notes for exchange in whole or in part in integral multiples of €1,000 principal amount.

		For a description of the procedures for tendering Outstanding Notes, see “The Exchange Offer — Procedures for Tendering Outstanding Notes.”

Expiration Date		The exchange offer will expire at 5:00 p.m., New York time, on , 2003 with respect to the Outstanding Dollar Notes, and


		5:00 p.m., London time, on , 2003 with respect to the Outstanding Euro Notes, unless extended by us, in which case the expiration date will be the latest date and time to which the exchange offer is extended.

Consequences of Failure to Exchange Your Outstanding Notes		If you do not exchange your Outstanding Notes for Exchange Notes in the exchange offer, your Outstanding Notes will continue to be subject to the restrictions on transfer provided in the Outstanding Notes and the indenture governing the Outstanding Notes. In general, the Outstanding Notes, unless registered under the Securities Act, may not be offered or sold, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not plan to register the Outstanding Notes under the Securities Act.

Conditions to the Exchange Offer		The exchange offer is subject to the following conditions:

		• the exchange offer does not violate any law or applicable interpretation of any law by the staff of the SEC;

		• no action or proceeding has been instituted or threatened and no law has been adopted that would reasonably be expected to impair our ability to proceed with the exchange offer;

		• no stop order has been issued by the SEC or any state securities authority suspending the effectiveness of the registration statement with respect to the exchange offer;

		• all governmental approvals necessary for the consummation of the exchange offer have been obtained; and

		• no change in our business or financial affairs has occurred, which might materially impair our ability to proceed with the exchange offer.

		The exchange offer is not conditioned upon any minimum principal amount of Outstanding Notes being tendered for exchange. We currently expect that each of the conditions will be satisfied and that no waiver of any condition will be necessary. See “The Exchange Offer — Conditions to the Exchange Offer.”

		We reserve the right, in our sole and absolute discretion, subject to applicable law, at any time and from time to time:

		• to delay the acceptance for exchange of the Outstanding Notes;

		• to terminate the exchange offer if specified conditions have not been satisfied;

		• to extend the expiration date of the exchange offer and retain all tendered Outstanding Notes, subject, however, to the right of tendering holders to withdraw their tender of Outstanding Notes; and

The terms of the exchange notes and the outstanding notes are identical in all material respects, except:


	•	the exchange notes will have been registered under the Securities Act;

	•	the exchange notes will not contain transfer restrictions or registration rights that apply to the outstanding notes; and

	•	the exchange notes will not contain provisions relating to the payment of special interest to the holders of the outstanding notes in specified circumstances related to the timing of the exchange offer.


	•	pari passu in right of payment with all our existing and future unsecured senior indebtedness;

	•	effectively junior to our secured indebtedness up to the value of the collateral securing such indebtedness; and

	•	senior in right of payment to any of our future subordinated indebtedness.


		equity offering where we receive at least €50 million in gross proceeds to redeem up to 35% of the Notes at a redemption price equal to 106.25% of their principal amount.

Change of Control		Upon a change of control of Vivendi Universal, as defined under “Description of Exchange Notes — Certain Definitions”, you will have the right, as a holder of Notes, to require us to repurchase all or part of your Notes at a repurchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date.

Asset Sales		We may have to use a portion of the net cash proceeds from selling assets to offer to purchase the Notes at a purchase price equal to 100% of their principal amount, plus accrued and unpaid interest, if any, to the purchase date.

Additional Amounts		All payments made by us with respect to the Notes will be made without withholding or deduction for taxes unless required by law or the interpretation or administration thereof. Subject to certain exceptions, if we are required to withhold or deduct any amount for taxes from any payment made with respect to the Notes, we will pay such additional amounts as may be necessary so that the net amount received by the holders after such withholding or deduction will not be less than the amount that would have been received in the absence of such withholding or deduction. See “Description of Exchange Notes — Additional Amounts”.

Basic Covenants		The Notes are governed by a single indenture. Before the time that the Notes receive an investment grade rating from both Standard & Poor’s and Moody’s and certain other conditions are satisfied, which we refer to as a Fall Away Event, the indenture will, among other things, limit our ability and the ability of our restricted subsidiaries to:

		• borrow money and issue preferred stock;

		• pay dividends on our stock or repurchase our stock;

		• make investments;

		• create liens;

		• create restrictions on the liability of our restricted subsidiaries to pay dividends or other amounts to us;

		• enter into sale and leaseback transactions;

		• engage in certain transactions with affiliates;

		• expand into unrelated businesses;

		• with respect to our restricted subsidiaries, guarantee our indebtedness;

		• incur indebtedness which is subordinated in right of payment to any other indebtedness of ours, unless such indebtedness is subordinated at least to the same extent as the Notes; and

		• consolidate, merge or sell all or substantially all of our assets.

		After a Fall Away Event, the above limitations will no longer apply to the Notes, but the following covenants contained in the indenture


		will, among other things, limit our ability and the ability of our restricted subsidiaries to:

		• create liens; and

		• consolidate, merge or sell all or substantially all of our assets.

		These covenants are subject to important exceptions. For more detail, see “Description of Exchange Notes — Certain Covenants — Changes in Covenants when Notes Rated Investment Grade”.

Listing		The Outstanding Notes are listed on the Luxembourg Stock Exchange, and we intend to list the Exchange Notes on the Luxembourg Stock Exchange.

Use of Proceeds		We will not receive any proceeds from the exchange offer. The net proceeds from the sale of Outstanding Notes were used principally to repay certain indebtedness of our subsidiaries. See “Use of Proceeds”.

An investment in the Notes involves risks. You should carefully consider all of the information in this prospectus. In particular, you should evaluate the specific risk factors set forth under the caption “Risk Factors” in this prospectus.

Our registered office is located at 42, avenue de Friedland, 75380 Paris Cedex 08, France (telephone: ++.33.(1.)71.71.1010). Our agent in the US is Vivendi Universal US Holding Co., located at 800 Third Avenue, 5th Floor, New York, New York 10022 (telephone: (212) 572 7000).

An investment in the Notes involves a high degree of risk. You should consider carefully the following risks, the other information contained in this prospectus as well as the other information contained in our Annual Report on Form 20-F for the year ended December 31, 2002 before deciding whether to tender your Outstanding Notes for Exchange Notes. The risks and uncertainties described below are not the only ones that may be material to our business. Additional risks and uncertainties that we currently consider to be immaterial may also adversely affect our business. If any of the following risks actually occur, our business, results of operations and financial condition could be materially and adversely affected. In that case, the trading price of the Notes could decline or we could be unable to pay interest or principal on the Notes, and you may lose all or part of your investment.

We and our subsidiaries require a significant amount of cash to service and repay our debt. Our ability to generate sufficient cash depends on many factors beyond our control.

While our ability and the ability of our subsidiaries to fund working capital for our operations, research and development and capital expenditures depends on our future operating performance which cannot be predicted with assurance, we believe that our current cash position plus our unused credit facilities should provide a sound basis for funding these cash requirements.

As described under “The 2003 Refinancing Plan”, however, and despite the significant extension of the maturity profile of our debt achieved through the 2003 Refinancing Plan, we expect that there will be a shortfall in the funding necessary to meet our debt service obligations. In addition, we face a significant number of contingent obligations some of which are likely to require significant cash payments by us. We expect to meet these funding requirements with the proceeds from our asset divestiture program.

There can be no assurance, however, that asset divestitures will be sufficient to make up the shortfall or that our cash needs over the term of the disposal program will not exceed our current estimates.

If our future cash flows from operations, capital resources and from sales of assets are insufficient to pay our obligations as they mature or to fund our liquidity needs, we and our subsidiaries may be forced to:


	•	reduce or delay our business activities, capital expenditures and/or research and development;

	•	obtain additional debt or equity capital; or

	•	restructure or refinance all or a portion of our debt, on or before maturity.

In particular, our subsidiary VUE has significant indebtedness and is relying on refinancing and operating cash flow to service and repay that indebtedness, see “Item 4 — Information on the Company — Summary of Indebtedness” in our Annual Report on Form 20-F for the year ended December 31, 2002.

We cannot assure you that we and our subsidiaries would be able to accomplish any of these alternatives on a timely basis or on satisfactory terms, if at all. In addition, the terms of the Notes, our existing debt and any future debt may limit our and our subsidiaries’ ability to pursue any of these alternatives.

We are selling a portion of our assets and businesses to meet our debt obligations and decrease our leverage.

To meet our debt obligations and decrease our leverage, we are in the process of disposing of a portion of our assets and businesses. After new management was appointed in July 2002, we announced a goal of €16 billion in asset divestitures by the end of 2004. In the second half of 2002, we

sold assets and businesses for aggregate consideration of approximately €6.7 billion. For 2003, we have announced the goal of €7 billion in asset sales and, through June 25, 2003, we have sold assets for aggregate consideration of approximately €2.5 billion. If we disposed of assets worth €7 billion in 2003, we anticipate that our net debt would decrease by only a portion of that amount. On September 2, 2003, we announced that we had entered into an agreement with General Electric to conduct exclusive negotiations regarding a merger of VUE with NBC.

We can offer no assurances that we will be able to locate potential buyers for our assets and businesses or will be able to consummate any sales to potential buyers we do locate. For example, certain asset transfer restrictions contained in the amended and restated limited liability limited partnership agreement of VUE (the “Partnership Agreement”) that certain of Vivendi Universal’s affiliates entered into in connection with Vivendi Universal’s acquisition of the entertainment assets of USAi will require us to obtain the consent of our partner for certain transactions. Some other factors that may make it more difficult or impossible to sell our assets or businesses are:


	•	restrictive covenants in our current and future debt facilities;

	•	shareholders agreements and minority interests;

	•	ongoing litigation and investigations; and

	•	the need to receive governmental approvals, including antitrust and regulatory approvals.

Our divestitures may prove unsuccessful or may otherwise have a material adverse effect on our ability to conduct business, our operations and our financial condition. For example, we may not always be able to obtain the optimal price for assets and businesses we are required or plan to sell or may receive a price that is substantially lower than the price we paid for the assets or businesses being disposed of. In addition, our continuing operations may suffer as a result of losing synergies with the assets and businesses sold.

Our substantial debt could adversely affect our financial condition or results of operations and prevent us from fulfilling our obligations under the Notes.

We have a significant amount of debt. As of March 31, 2003, we had €18.7 billion of gross debt on a consolidated basis. See “Item 4 — Information on the Company — Summary of Indebtedness” in our Annual Report on Form 20-F for the year ended December 31, 2002 for further information about our substantial debt.

Our substantial debt and the covenants in our debt instruments could have important consequences to you as a holder of the Notes. For example, these instruments are causing us to dispose of assets and businesses and they could:


	•	require us to dedicate a substantial portion of our cash flows from operations to payments on our debt, which will reduce our funds available for working capital, capital expenditures, research and development and other general corporate purposes;

	•	limit our flexibility in planning for, or reacting to, changes in distribution or marketing of our products, customer demands and competitive pressures in the industries we serve;

	•	limit our ability to undertake acquisitions;

	•	place us at a competitive disadvantage compared to our competitors that have less debt than we do;

	•	restrict our use of proceeds from asset sales or new issuances of equity or debt or from new bank debt facilities;

	•	increase our vulnerability, and reduce our flexibility to respond, to general and industry-specific adverse economic conditions; and


	•	limit our ability to borrow additional funds and increase the cost of any such borrowing.

We may incur substantial additional debt in the future. The terms of our other debt and the indenture restrict but do not prohibit us from incurring additional debt. The addition of further debt to our current debt levels could further increase the leverage-related risks discussed in this prospectus.

Our sales of assets and businesses have resulted in, and will result in, the removal of the results of those businesses and assets from our financial results and may increase the volatility of our financial results.

Sales of our assets and businesses have caused, and will continue to cause, our revenues and operating income to decrease and may cause our financial results to become more volatile or may otherwise materially adversely affect us. Since the beginning of 2002, we have disposed of businesses and assets that, if we had held them for all of 2002, would have contributed significant operating income to our 2002 consolidated financial results.

We have engaged in a substantial number of significant acquisition and disposition transactions in recent years, which makes it difficult to compare our results from period to period.

We have engaged in a substantial number of significant acquisitions and dispositions and other complex financial transactions in recent years, which makes it difficult to analyze our results and to compare them from period to period. In order to facilitate comparison of our results between recent periods, we present financial information on a pro forma basis, both on a consolidated basis and for our individual business segments, giving effect to these transactions as if they had occurred on earlier dates. However, pro forma financial information is not necessarily indicative of results that would have been achieved had the transactions actually occurred on such earlier dates. Moreover, we present pro forma information based on a number of assumptions. For example, in this prospectus we present pro forma information consistent with French GAAP, as if the transactions had occurred at the beginning of 2001. We also present pro forma financial information on a US GAAP basis, giving effect to certain transactions as if they had occurred at the beginning of 2002. Given our asset divestiture program, our results will continue to be difficult to compare from period to period in the future.

We have been, and, in the future, could be, adversely affected by a downgrade of our debt ratings by rating agencies.

In the second half of 2002, we experienced a number of debt rating downgrades. Moody’s cut Vivendi Universal’s senior debt rating on July 1, 2002, from Baa3 to Ba1, under review for possible further downgrade. Standard & Poor’s followed the next day with a one-notch downgrade in credit rating to BBB- with a negative outlook. On August 14, 2002, Moody’s lowered the long-term senior unsecured debt rating of Vivendi Universal to B1 and assigned a Ba2 senior implied rating to the company under review for possible downgrade, and Standard & Poor’s downgraded the long-term senior unsecured debt, to B+ and assigned a BB corporate credit rating to Vivendi Universal on credit watch with negative implications. On October 30, 2002, Moody’s downgraded Vivendi Universal’s senior implied rating to Ba3, leaving the senior unsecured ratings unchanged at B1, under review for possible downgrade. In 2003, Moody’s removed Vivendi Universal’s credit ratings from review. On September 3, 2003, following our announcement of negotiations regarding the merger of VUE with NBC, Standard & Poor’s placed its long-term credit ratings on Vivendi Universal and VUE on Credit Watch with positive implications.

The 2002 downgrades caused us to lose, to a significant extent, access to the capital markets, and, most importantly, to the commercial paper market, historically our main source of funding for working capital needs, and they also triggered default and covenant provisions under some of our debt facilities. While our current debt facilities do not contain further rating triggers, additional downgrades by either Standard & Poor’s or Moody’s could exacerbate our liquidity problems, increase our costs of borrowing,

We are a party to numerous legal proceedings and investigations that could have a negative effect on us.

We are party to lawsuits and investigations in France and in the United States that could have a material adverse effect on us.

In France, the Commission des Opérations de Bourse commenced in July 2002 an investigation regarding certain of our financial statements and on September 12, 2003 we announced that we have received a notice of grievance in connection with such investigation.

In the United States, Vivendi Universal is party to a number of suits and investigations concerning allegations challenging the accuracy of our financial statements and certain public statements made by us describing our financial condition from late 2000 through 2002:


	•	Vivendi Universal is named as a defendant in a consolidated securities class action filed in the United States District Court for the Southern District of New York.

	•	Vivendi Universal is being investigated by the Office of the United States Attorney for the Southern District of New York and by the SEC.

	•	Vivendi Universal is named as a defendant in a suit filed by Liberty Media on March 28, 2003, which on May 13, 2003, was consolidated for pre-trial purposes into the securities class action pending in the United States District Court for the Southern District of New York.

In addition, Vivendi Universal, USI Entertainment, Inc. and VUE have been sued by USAi and one of its affiliates for specific performance of what the plaintiffs contend to be VUE’s obligation to make certain tax payments. Vivendi Universal may also be liable to pay, in accordance with an investment agreement with Elektrim S.A., a substantial portion of any damages awarded against Elektrim in an ongoing arbitration to resolve disputes concerning the acquisition and transfer of certain shares in a subsidiary company by Elektrim.

In the opinion of Vivendi Universal, the plaintiffs’ claims in the above-described legal proceedings lack merit, and Vivendi Universal intends to defend against such claims vigorously. The outcome of any of these legal proceedings or investigations or any additional proceedings or investigations that may be initiated in the future could have a material adverse effect on us. For a more complete discussion of our legal proceedings and investigations, see “Item 8 — Financial Information — Litigation” in our Annual Report on Form 20-F for the year ended December 31, 2002.

We have a number of contingent liabilities that could cause us to make substantial payments.

We have a number of significant contingent liabilities. These liabilities are generally described in Notes 11 and 17.4 to our Consolidated Financial Statements contained in our Annual Report on Form 20-F for the year ended December 31, 2002. If we were forced to make a payment due to one or more of these contingent liabilities, it could have an adverse effect on our financial condition and our ability to make payments under our debt instruments.

We conduct business in markets around the world. The risks associated with conducting business internationally, and in particular in some countries outside of Western Europe, the US and Canada, can include, among other risks:


	•	fluctuations in currency exchange rates (including the dollar/euro exchange rate) and currency devaluations;

	•	restrictions on the repatriation of capital;


	•	differences and unexpected changes in regulatory environment, including environmental, health and safety, local planning, zoning and labor laws, rules and regulations;

	•	varying tax regimes which could adversely affect our results of operations or cash flows, including regulations relating to transfer pricing and withholding taxes on remittances and other payments by subsidiaries and joint ventures;

	•	exposure to different legal standards and enforcement mechanisms and the associated cost of compliance therewith;

	•	difficulties in attracting and retaining qualified management and employees or rationalizing our workforce;

	•	tariffs, duties, export controls and other trade barriers;

	•	longer accounts receivable payment cycles and difficulties in collecting accounts receivable;

	•	limited legal protection and enforcement of intellectual property rights;

	•	insufficient provisions for retirement obligations;

	•	recessionary trends, inflation and instability of the financial markets;

	•	higher interest rates; and

	•	political instability and the possibility of wars and terrorist acts.

We may not be able to insure or hedge against these risks and we may not be able to ensure compliance with all of the applicable regulations without incurring additional costs. Furthermore, financing may not be available in countries with less than investment-grade sovereign credit ratings. As a result, it may be difficult to create or maintain profit-making operations in developing markets.

Unfavorable currency exchange rate fluctuations could adversely affect our results of operations.

We have substantial assets, liabilities, revenues and costs denominated in currencies other than euros. To prepare our consolidated financial statements we must translate those assets, liabilities, revenues and expenses into euros at then-applicable exchange rates. Consequently, increases and decreases in the value of the euro versus other currencies will affect the amount of these items in our consolidated financial statements, even if their value has not changed in their original currency. These translations could result in significant changes to our results of operations from period to period.

In addition, to the extent that we incur expenses that are not denominated in the same currency as the related revenues, exchange rate fluctuations could cause our expenses to increase as a percentage of net sales, affecting our profitability and cash flows.

We may not be able to meet anticipated capital requirements for certain transactions.

We may engage in projects that require us to seek substantial amounts of funds through various forms of financing. Our ability to arrange financing for projects and our cost of capital depends on numerous factors, including general economic and capital market conditions, availability of credit from banks and other financial institutions, investor confidence in our businesses, restrictions in debt instruments, success of current projects, perceived quality of new projects and tax and securities laws. We may forego attractive business opportunities and lose market share if we cannot secure financing on satisfactory terms.

The majority of the industries in which we operate are highly competitive and require substantial human and capital resources. Many other companies serve the markets in which we compete. From

In addition, most of our main businesses rely on some important third-party content. There is no assurance that the desired rights to content will be available on commercially reasonable terms, and as the markets in which our businesses operate become more competitive, the cost of obtaining this third-party content could increase. Any of these competitive effects could have a material adverse effect on our business and financial position.

We may not be successful in developing new technologies or introducing new products and services.

Many of the industries in which we operate are subject to rapid and significant changes in technology and are characterized by the frequent introduction of new products and services. Pursuit of necessary technological advances may require substantial investments of time and resources and we may not succeed in developing marketable technologies. Furthermore, we may not be able to identify and develop new product and service opportunities in a timely manner. Finally, technological advances may render our existing products obsolete, forcing us to write off investments made in those products and services and to make substantial new investments.

The decreasing cost of electronic and computer equipment and related technology has made it easier to create unauthorized versions of audio and audiovisual products such as compact discs, videotapes and DVDs. A substantial portion of our revenue comes from the sale of audio and audiovisual products that are potentially subject to unauthorized copying. Similarly, advances in internet technology have increasingly made it possible for computer users to share audio and audiovisual information without the permission of the copyright owners and without paying royalties to holders of applicable intellectual property or other rights. A large portion of intellectual property is potentially subject to widespread, uncompensated dissemination on the internet. If we fail to obtain appropriate relief through the judicial process or the complete enforcement of judicial decisions issued in our favor, or if we fail to develop effective means of protecting our intellectual property or entertainment-related products and services, our results of operations and financial position may suffer.

Challenges to our rights to use intellectual property could have a negative effect on us.

Many of our main businesses are heavily dependent on intellectual property owned and licensed by us. Challenges by third parties claiming infringement of their proprietary rights, if upheld, could result in the loss of intellectual property which we depend on to generate revenues and could result in damages or injunctive relief being imposed against us. Even challenges that we are successful in defending may result in substantial costs and diversion of resources, which could have an adverse effect on our operations.

We may not be able to retain or obtain required licenses, permits, approvals and consents.

We need to retain or obtain a variety of permits and approvals from regulatory authorities to conduct and expand each of our businesses. The process for obtaining these permits and approvals is often lengthy, complex and unpredictable. Moreover, the cost for renewing or obtaining permits and approvals may be prohibitive. If we are unable to retain or obtain the permits and approvals we need to conduct and expand our businesses at a reasonable cost and in a timely manner — in particular, licenses to provide telecommunications services — our ability to achieve our strategic objectives could be impaired. The regulatory environment in which our businesses operate is complex and subject to change, and adverse changes in that environment could impose costs on us or limit our revenue.

Our success and the success of our business units depends upon the continuing contributions of our executive officers and other key operating personnel. The complete or partial loss of their services could adversely affect our businesses.

Restructuring at our business units may adversely affect our operations and financial condition.

In an effort to cut costs and rationalize operations, our business units may engage in restructuring, including closures of facilities and reduction of workforce. If a business unit fails to properly carry out any restructuring, the relevant business’s ability to conduct its operations and the business’s results could be adversely affected. Restructurings, closures and layoffs may also harm our employee relationships, public relationships and governmental relationships which would in turn adversely affect our operations and results. For example, in March 2003, Canal+ Group announced an employee reduction as part of its overall restructuring plan. The program calls for a reduction of approximately 305 positions, mainly administration and technical support personnel. In addition, approximately 138 positions in certain support functions will be outsourced. The announcement of this program may result in a deterioration of our labor relations and may have an adverse effect on our operations.

Cegetel Group expects to make significant investments in networks and new technology and the anticipated benefits of these investments may not be realized.

Cegetel Group expects to make substantial investments in its mobile networks, particularly in connection with the rollout of its UMTS mobile network over the next several years in view of increased usage and the need to offer new services and greater functionality afforded by UMTS technology. Accordingly, the level of Cegetel Group’s capital expenditures in future years is expected to exceed current levels. The development of UMTS technology is taking longer than anticipated. Consumer acceptance of UMTS or other new technology may be less than expected and will depend on a number of factors, including the availability of applications which exploit the potential of the technology and the breadth and quality of available content. If the introduction of UMTS services is further delayed or UMTS fails to achieve the expected advantages over existing technologies, Cegetel Group may be unable to recoup its network investment.

Regulations regarding electromagnetic radiation or future claims with respect to electromagnetic radiation could have an adverse effect on our mobile telephone revenues and operations.

The International Commission for Non-Ionizing Radiation Protection, an independent organization that advises the World Health Organization, has established a series of recommendations setting exposure limits from electromagnetic radiation from antennas. These regulations were driven by concern over a potential connection between electromagnetic radiation and certain negative health effects, including some forms of cancer. They were enacted into French law on May 3, 2002. SFR, an 80%-owned subsidiary of Cegetel Group, is also, along with the other French mobile telephony operators, in the process of entering into agreements with various cities, including the city of Paris, that will set up local guidelines. The International Cancer Research Center, authorized by the World Health Organization, is currently conducting a large-scale epidemiological study, the conclusions of which are expected to be published in 2004. We cannot assure you that future regulations will not have a negative impact on our revenues operations. We also cannot assure you that claims, relating to electromagnetic radiation will not arise against us and our mobile telephony operations in the future and have an adverse effect on our revenues and operations. In addition, even the perception of possible health risks, could lead to reduced demand for our mobile telephony services and have an adverse effect on our revenues and operations.

Our content assets in television, motion pictures and music may not be commercially successful.

A significant amount of our revenue comes from the production and distribution of content offerings such as feature films, television series and audio recordings. The success of content offerings depends primarily upon their acceptance by the public, which is difficult to predict. The market for these products is highly competitive and competing products are often released into the marketplace at the same time. The commercial success of a motion picture, television series or audio recording depends on the quality and acceptance of competing offerings released into the marketplace at or near the same time, the availability of alternative forms of entertainment and leisure time activities, general economic conditions and other tangible and intangible factors, all of which can change quickly. Our motion picture business is particularly dependent on the success of a limited number of releases. Universal Picture Group, or UPG, typically releases 14 to 16 motion pictures a year and the commercial failure of just a few of these motion pictures can have a significant adverse impact on UPG’s results for both the year of release and the following year. This is particularly true for motion pictures with high production costs, and in 2003, UPG intends to release an unusually large number of high production cost motion pictures. Our failure to produce and distribute motion pictures, television series and audio recordings with broad consumer appeal could materially harm our business, financial condition and prospects for growth.

Economic recession, CD-R piracy and illegal downloading of music from the internet and growing competition for consumer discretionary spending and shelf space are all contributing to a declining recorded music market. Additionally the period of growth in recorded music sales driven by the introduction and penetration of the CD format has ended and no profitable new format has emerged to take its place. Worldwide sales were down as the music market witnessed an estimated market decline of 9.5% in 2002. Double-digit declines were experienced in the US, Japan and Germany. Of the world’s five major music markets only France reported growth. There are no assurances that the recorded music market will not continue to decline. A declining recorded music market is likely to lead to the loss of revenue and operating income at Universal Music Group, or UMG.

UMG has been losing, and is likely to continue to lose, sales due to unauthorized copies and piracy.

Technological advances and the conversion of music into digital formats have made it easy to create, transmit and “share” high quality unauthorized copies of music through pressed disc and CD-R piracy, home CD burning and the downloading of music from the internet. Unauthorized copies and piracy cost the recorded music industry an estimated $4.3 billion in lost revenues during 2001, the last year for which data is available, according to the International Federation of the Phonographic Industry, or IFPI. IFPI estimates that 1.9 billion pirated units were manufactured in 2001, equivalent to about 40% of all CDs and cassettes sold globally. According to IFPI estimates, about 28% of all CDs sold in 2001 were pirated, up from about 20% in 2000. We believe that these percentages are continuing to increase. Unauthorized copies and piracy both decrease the volume of legitimate sales and put pressure on the price at which legitimate sales can be made and have had, and, we believe, will continue to have, an adverse effect on UMG.

Our motion picture businesses may lose sales due to unauthorized copies and piracy.

Technological advances and the conversion of motion pictures into digital formats have made it easier to create, transmit and “share” high quality unauthorized copies of motion pictures in theatrical release, on videotapes and DVDs, from pay-per-view through unauthorized set top boxes and other devices and through unlicensed broadcasts on free TV and the internet. Unauthorized copies and piracy of these products compete against legitimate sales of these products. The motion picture business is dependent upon the enforcement of copyrights. A failure to obtain appropriate relief from unauthorized copying through judicial decisions and legislation and an inability to curtail piracy rampant in some

Changes in economic conditions could affect the revenue we receive from television programming that we produce and from our television channels.

Our television production and distribution and cable networks are directly and indirectly dependent on advertising for their revenue. Changes in US, global or regional economic conditions may affect the advertising market for broadcast and cable television programming, which in turn may affect the volume of, and price for, the advertising on our cable networks and shows and the volume of, and price for, the programming we are able to sell.

Consolidation among cable and satellite distributors may harm our cable television networks.

Cable and satellite operators continue to consolidate, making our cable television networks increasingly dependent on fewer operators. If these operators fail to carry our cable television networks or use their increased bargaining power to negotiate less favorable terms of carriage, our cable television network business could be adversely affected.

The increase in the number of cable television networks may adversely affect our cable television networks.

Our cable networks compete directly with other cable television networks as well as with local and network broadcast channels for distribution, programming, viewing audience and advertising revenue. Growth in distribution platforms has led to the introduction of many new cable television networks. The increased competition may make it more difficult to place our cable television networks on satellite and cable distribution networks, acquire attractive programming or attract necessary audiences or suitable advertising revenue.

Our television production and distribution businesses face increased competition.

Our produced programs, including television series, made-for-television and made-for-video motion pictures, compete in a worldwide television marketplace that has become ever more competitive as digital cable and satellite delivery increasingly expand the number of channels (and competing programs) available to consumers. Competition in the critical US production market has also been increased by the growing consolidation and vertical integration of several large television and media giants. The 1995 repeal of the financial interest and syndication rules in the United States has permitted these conglomerates to combine ownership of television production businesses with broadcast networks. As a result, the current US broadcast networks — ABC, CBS, NBC, Fox, The WB and UPN — are able to fill their schedules with a large percentage of self-owned programs, thus reducing the number of time slots available to VUE’s Universal Television Group and other “outside” producers. For the fall 2002 season, the top five producers in total hours on network television were all affiliated with a broadcast network. Approximately 40% of Universal Television Group’s revenues came from broadcast license program fees in 2002. We can offer no assurances that we will be able to maintain or grow these revenues in the face of increased competition.

A number of new personal video recorders, such as TIVO in the United States have emerged in recent years. These recorders often contain features allowing viewers to watch pre-recorded programs without advertising. The effect of these recorders on viewing patterns and exposure to advertising could have an adverse effect on our operations and results.

Our theme park and resort group may continue to be negatively affected by international, political and military developments.

The terrorist attacks of September 11, 2001, the threat and outbreak of war and the threat of further terrorist attacks have resulted in significant reductions in domestic and international travel that negatively affected our theme park and resort activities. These developments have had a continued impact on vacation travel, group conventions and tourism in general. Any further outbreak or escalation of hostilities, any further terrorist attack, the perceived threat of hostilities or terrorist attack or a change in public perception regarding current developments would be likely to have an additional negative impact on our operations.

Canal+ Group is subject to French and other European content and expenditure provisions that restrict its ability to conduct its business.

Canal+ Group is regulated by various statutes, regulations and orders. In particular, under its French broadcast authorization, the premium channel Canal+ is subject to the following regulations: (i) no more than 49% of its capital stock may be held by a single shareholder and (ii) 60% of the films broadcast by the channel must be European films, and 40% must be French Language films. Each year Canal+ must invest 20% of its total prior-year revenues in the acquisition of film rights, including 9% which must be devoted to French language films and 3% to non-French language European films. At least 75% of the French movies must not be acquired from Canal+ Group controlled companies. Canal+ has an obligation to invest 4.5% of its revenues in original TV movies and dramas. Canal+ Group also operates in Belgium, Spain, the Netherlands, Poland and the Nordic countries pursuant to the regulations of each of these countries which generally stipulate, as do the French, financing levels for European and national content. These regulations severely limit Canal+ Group’s ability to choose content and otherwise manage its business and could have an adverse effect on its operations and results.

One of our two independent public accountants, Barbier Frinault & Cie, was formerly a member of Andersen Worldwide, as was Arthur Andersen LLP, which has been found guilty of a federal obstruction of justice charge, and you will probably be unable to exercise effective remedies against Andersen Worldwide in any legal action.

One of our two independent public accountants, Barbier Frinault & Cie, was formerly a member of Andersen Worldwide, as was Arthur Andersen LLP, and during that period provided us with auditing services, including issuing an audit report with respect to our audited consolidated financial statements, for the fiscal years ended December 30, 2001, and December 31, 2002, included elsewhere in this prospectus. On June 15, 2002, a jury in Houston, Texas found Arthur Andersen LLP guilty of a federal obstruction of justice charge arising from the federal government’s investigation of Enron Corp. On August 31, 2002, Arthur Andersen LLP ceased practicing before the SEC.

Andersen Worldwide has not reissued its audit report with respect to our audited consolidated financial statements prepared by it included elsewhere in this prospectus. Furthermore, Andersen Worldwide has not consented to the inclusion of its audit report in this prospectus. As a result, you will probably not have an effective remedy against Andersen Worldwide in connection with a material misstatement or omission with respect to our audited consolidated financial statements that are included in this prospectus, any registration statement with respect to the exchange notes following this offering or any other filing we make with the SEC, including any claim under Section 11 of the Securities Act with respect to such registration statement. In addition, even if you were able to assert such a claim, as a result of its conviction and other lawsuits, Andersen Worldwide may not have sufficient assets to satisfy claims made by investors or by us that might arise under federal securities laws or otherwise relating to any alleged material misstatement or omission with respect to our audited consolidated financial statements.

The Notes are structurally subordinated to indebtedness of Vivendi Universal’s subsidiaries.

Vivendi Universal must rely on payments from its subsidiaries to fund payments on the Notes, and its subsidiaries might not be able to make payments to it in some circumstances.

Vivendi Universal is a holding company and does not directly conduct any business operations. Vivendi Universal’s only significant assets are the shares it holds in its subsidiaries and loans to these subsidiaries. We do not expect Vivendi Universal to have any sources of funds that would allow it to make payments on the Notes, other than funds lawfully distributed or paid by, or from disposals of equity in direct subsidiaries.

You will not have any direct claim on the cash flows of Vivendi Universal’s operating subsidiaries and such subsidiaries have no obligation, contingent or otherwise, to pay amounts due under the Notes or to make funds available to Vivendi Universal for these payments. These subsidiaries are legally distinct from Vivendi Universal and have no obligations to pay amounts due on its debt or to make funds available to it for such payment.

Vivendi Universal’s subsidiaries are restricted in their ability to make distributions and pay dividends to it.

Dividends and other distributions (including payment of interest, repayments of loans and other returns on investment or other payments) from our subsidiaries are restricted under certain agreements. For example, VUE’s $920 million credit facility limits dividends and the net balance of loans between VUE and Vivendi Universal at any time. Although the indenture will limit the ability of our subsidiaries to enter into future consensual restrictions on their ability to pay dividends and make other payments to us, there are significant qualifications and exceptions to these limitations.

Some of our subsidiaries which are less than wholly owned are unable to pool their cash with us and must pay a portion of any dividends to other shareholders. These subsidiaries include Cegetel Group and Maroc Telecom.

The ability of our subsidiaries to make certain distributions also may be limited by financial assistance rules, corporate benefit laws and other legal restrictions which, if violated, might require the recipient to refund unlawful payments. In particular, under company law (including the French Civil Code (Code civil) and the French Commercial Code (Code de commerce) and similar laws in other jurisdictions) our subsidiaries are generally prohibited from paying dividends except out of profits legally available for distribution.

Your rights to receive payments under the Notes will be structurally subordinated to all liabilities of Vivendi Universal’s subsidiaries.

In the event of a bankruptcy, liquidation, winding up, reorganization or similar proceeding relating to one of our subsidiaries, your right to participate in a distribution of the assets of such subsidiary will rank behind such subsidiary’s creditors, including trade creditors, and preferred stockholders, if any, except to the extent that we might have claims against such subsidiary. As of March 31, 2003, our subsidiaries had approximately €8.0 billion of indebtedness outstanding. At that same date, after giving effect to (x) the sale of €1.2 billion of senior notes and our use of proceeds thereof as set forth under “The 2003 Refinancing Plan”, (y) the €1.0 billion drawdown under the Dual Currency Credit Facility and (z) the sale of the Outstanding Notes and the application of the proceeds thereof to repay the amount outstanding under the €1.3 billion facility dated December 6, 2002, as amended as of June 25, 2003, among SIT, as borrower, Vivendi Universal, a syndicate of lenders, Crédit Lyonnais, as agent, and the Royal Bank of Scotland, as security trustee, which we refer to as the “SIT Facility”, our subsidiaries would have had €6.7 billion of indebtedness.

The right of noteholders to receive payments on the Notes is effectively subordinated to the rights of our existing and future secured creditors.

Holders of our secured obligations, including indebtedness outstanding under the Dual Currency Credit Facility and the Multicurrency Revolving Credit Facility have claims that are prior to your claims as holders of the Notes to the extent of the value of the assets securing those other obligations. Notably, our Dual Currency Credit Facility and the Multicurrency Revolving Credit Facility are secured, on a pari passu basis, by liens on deposit accounts, intercompany notes and capital stock in certain of our subsidiaries. The Notes are effectively subordinated to all such secured indebtedness to the extent of the value of the collateral. In the event of any distribution of our assets or payment in any foreclosure, dissolution, winding-up, liquidation, reorganization or other bankruptcy, the assets securing the claims of our secured creditors will be available to satisfy the claims of those creditors before they are available to unsecured creditors, including the holders of the Notes. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the Notes. As a result, holders of Notes may receive less, ratably, than holders of our secured obligations.

See “Capitalization”, “Description of Exchange Notes” included elsewhere in this prospectus and “Item 4 — Information on the Company — Summary of Indebtedness” and our Consolidated Financial Statements in our 2002 Annual Report on Form 20-F for the year ended December 31, 2002 for more information on our secured indebtedness and restrictions on our ability to incur additional secured indebtedness.

Restrictions and other provisions in our debt instruments may limit our ability to make payments on the Notes, operate our business and access liquidity.

The indenture governing the Notes will contain, and the indentures and agreements governing our outstanding credit facilities and other indebtedness contain, affirmative and negative covenants that limit our ability and the ability of certain of our subsidiaries to take certain actions. Our credit facilities require us to maintain specified financial ratios and satisfy other financial conditions. The indenture governing the Notes and the agreements or indentures governing our other indebtedness restrict, among other things, our ability and the ability of all or substantially all of our subsidiaries to:


	•	pay dividends on, redeem or repurchase share capital or make other distributions;

	•	make certain other restricted payments and investments;

	•	incur additional indebtedness and issue certain preference shares;

	•	create certain liens;

	•	merge, consolidate, amalgamate or otherwise combine with other entities;

	•	enter into certain transactions with affiliates;

	•	create restrictions on the ability of our restricted subsidiaries to pay dividends or other amounts to us;

	•	transfer or sell assets, including by way of a sale and leaseback transaction; and

	•	guarantee indebtedness of Vivendi Universal.

Some of our debt documents contain negative covenants which are more restrictive than those that will be contained in the indenture. In addition, many of the debt documents require us to meet on an ongoing basis certain financial ratio and financial condition tests. Please see “Item 5 — Operating and Financial Review and Prospects — Liquidity and Financial Resources” and “Item 4 — Information on the Company — Summary of Indebtedness” in our Annual Report on Form 20-F for the year ended December 31, 2002.

The covenants in our debt documents could materially and adversely affect our ability to engage in business activities that may be in our best interest and/or to finance our future operations or capital

needs. Furthermore, events beyond our control could affect our ability to meet the financial ratio and financial condition tests. Our failure to comply with these obligations and other covenants could cause an event of default under one or more of our credit facilities or indentures, including the indenture for the Notes. If an event of default under the debt instrument occurs, our lenders could elect to declare all amounts outstanding under the debt instrument to be immediately due. In that event, we cannot assure you that we would have sufficient assets to repay all of our obligations, including our obligations under the Notes. We may incur other debt in the future that contains financial or restrictive covenants.

Our existing revolving credit facilities contain conditions to drawing, including conditions related to the financial condition and prospects of Vivendi Universal. Accordingly, under certain circumstances, Vivendi Universal may not have access to undrawn amounts under such facilities. Failure to have access to such funds could materially adversely affect Vivendi Universal, its operations and ability to meet its obligations under the Notes.

You should read “Item 4 — Information on the Company — Summary of Indebtedness” in our Annual Report on Form 20-F for the year ended December 31, 2002 for further information about these covenants and other provisions.

We may not have the ability to finance a change of control offer as required by the indenture.

If specific kinds of change of control events occur, Vivendi Universal will be required to make an offer to purchase all outstanding Notes at a purchase price equal to 101% of their principal amount plus accrued and unpaid interest and additional amounts, if any, on the Notes. The change of control events which could give rise to Vivendi Universal’s obligation to offer to purchase the Notes are different from those included in many of our debt documents. Consequently, following certain changes of control, Vivendi Universal and its subsidiaries could be obligated to repay indebtedness outstanding under their debt documents, at a time when Vivendi Universal is not obligated to offer to repurchase the Notes.

If a change of control event occurs, we cannot assure you that we will have sufficient funds to pay the purchase price for any Notes tendered to us upon such change of control event. If a change of control event occurs at time when we are prohibited from purchasing the Notes under our other debt agreements, we could seek the consent of our lenders to purchase the Notes or could attempt to refinance or repay the borrowings that prohibit our repurchase of the Notes. If we do not obtain such consent or refinance or repay those borrowings, we would remain prohibited from purchasing the Notes. In that case, our failure to purchase any of the tendered Notes would constitute an event of default under the Notes, which would cause a default under most of our other major debt instruments. You should read the discussions in “Description of the Notes — Repurchase at the Option of Holders — Change of Control”, and “Item 4 — Information on the Company — Summary of Indebtedness” in our Annual Report on Form 20-F for the year ended December 31, 2002 for further information about these restrictions.

You may have difficulty selling the Outstanding Notes that you do not exchange.

If you do not exchange your Outstanding Notes for the Exchange Notes offered in this exchange offer, your Outstanding Notes will continue to be subject to significant restrictions on transfer. Those transfer restrictions are described in the indenture governing the Notes and arose because we originally issued the Outstanding Notes under exemptions from the registration requirements of the Securities Act.

In general, you may offer or sell your Outstanding Notes only if they are registered under the Securities Act and applicable state securities laws, or if they are offered and sold under an exemption from those requirements. We did not register the Outstanding Notes, and we do not intend to do so following the exchange offer. If you do not exchange your Outstanding Notes, you will lose your right to have your Outstanding Notes registered under the Securities Act. As a result, if you hold Outstanding Notes after the exchange offer, your ability to sell those Notes will be significantly limited.

If a large number of Outstanding Notes are exchange for Exchange Notes issued in the exchange offer, if may be more difficult for you to sell your unexchanged Outstanding Notes.

If you participate in the exchange offer for the purpose of participating in a distribution of the Exchange Notes or are an “affiliate” of Vivendi Universal, you may still be subject to various transfer restrictions.

If you exchange your Outstanding Notes in the exchange offer for the purpose of participating in a distribution of the Exchange Notes, you may be deemed an underwriter under the Securities Act. If so, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. Also, “affiliates” of Vivendi Universal may sell exchange notes only in compliance with the provisions of Rule 144 under the Securities Act or another available exemption.

Your Outstanding Notes will not be accepted for exchange if you fail to follow the exchange offer procedures and, as a result, your Outstanding Notes will continue to be subject to existing transfer restrictions and you may not be able to sell your Outstanding Notes.

We will not accept your Outstanding Notes for exchange if you do not follow the exchange offer procedures. You will receive Exchange Notes in exchange for your Outstanding Notes only if, before the expiration date, you deliver all of the following to the applicable exchange agent:


	•	certificates for the Outstanding Notes or a book-entry confirmation of a book-entry transfer of the Outstanding Notes into the exchange agent’s account at The Depository Trust Company, Euroclear Bank S.A./ N.V. or Clearstream Banking, as applicable;

	•	the applicable Letter of Transmittal, properly completed and duly executed by you, together with any required signature guarantees; and

	•	any other documents required by the Letter of Transmittal.

You should allow sufficient time to ensure that the applicable exchange agent receives all required documents before the exchange offer expires. Neither we nor the applicable exchange agent has any duty to inform you of defects or irregularities with respect to the tender of your Outstanding Notes for exchange.

The Exchange Notes will be registered under the Securities Act, but will not constitute an issue of securities for which there is currently an active trading market. The Initial Purchasers have informed us that one or more of them currently intend to make a market in the Notes. However, the Initial Purchasers are not obligated to do so and may discontinue market-making activities at any time without notice. The Outstanding Notes are listed on the Luxembourg Stock Exchange, and we intend to list the Exchange Notes on the Luxembourg Stock Exchange. Nevertheless, we cannot assure you that the Exchange Notes will be accepted for listing, or the Notes will remain listed. As a result, we cannot assure you that an active trading market for the Notes will develop or be maintained.

The liquidity of any market for the Notes will depend upon the number of holders of the Notes, our performance, the market for similar securities, the interest of securities dealers in making a market, general economic conditions and our financial condition, performance and prospects, of the Notes and other factors. Historically, the market for non-investment grade debt has not been consistently liquid and has been subject to disruptions that have caused substantial volatility in the prices of such securities. There can be no assurance that the market for the Notes will not be subject to similar disruptions. Any such disruptions may have an adverse effect on the holders of the Notes.

The Notes will initially be held in book-entry form and therefore you must rely on the procedures of the relevant clearing systems to exercise any rights and remedies.

Unless and until definitive Notes are issued in exchange for book-entry interests in the Notes, owners of the book-entry interests will not be considered owners or holders of Notes. Instead, the common depository, or its nominee, will be the sole holder of the Notes.

Payments of principal, interest and other amounts owing on or in respect of the dollar-denominated Notes in global form will be made to The Bank of New York as Dollar Paying Agent, which will make payments to DTC. Thereafter, such payments will be credited to DTC participants’ accounts (including Euroclear and Clearstream, Luxembourg) that hold book-entry interests in the dollar-denominated Notes in global form and credited by such participants to indirect participants. Payments of principal, interest and other amounts owing on or in respect of the euro-denominated Notes in global form will be made to The Bank of New York as Euro Paying Agent, which will make payments to the common depository, which will in turn distribute payments to Euroclear and Clearstream, Luxembourg. Thereafter, payments will be made by Euroclear and Clearstream, Luxembourg to participants in these systems and then by such participants to indirect participants. After payment to DTC or the common depository, none of Vivendi Universal, any of its subsidiaries, the trustee or any paying agent will have any responsibility or liability for any aspect of the records relating to or payments of interest, principal or other amounts to DTC, Euroclear and/or Clearstream, Luxembourg or to owners of book-entry interests.

Unlike holders of the Notes themselves, owners of book-entry interests will not have the direct right to act upon solicitations for consents or requests for waivers or other actions from holders of the Notes. Instead, if you own a book-entry interest, you will be permitted to act only to the extent you have received appropriate proxies to do so from DTC, Euroclear and/or Clearstream, Luxembourg or, if applicable, from a participant. We cannot assure you that procedures implemented for the granting of such proxies will be sufficient to enable you to vote on any requested actions on a timely basis.

French insolvency laws may not be as favorable to you as US or other insolvency laws.

Vivendi Universal is incorporated in France and, consequently, will be subject to French laws and proceedings affecting creditors, including article 1244-1 of the French Civil Code (code civil), voluntary judicial amicable settlement of debts proceedings (réglement amiable) and judicial reorganization or liquidation proceedings (redressement or liquidation judiciaire). In general, French reorganization or liquidation legislation favors the continuation of a business and protection of employment over the payment of creditors.

Pursuant to article 1244-1 of the French code civil, French courts may, in any civil proceeding involving the debtor, whether initiated by the debtor or the creditor, taking into account the debtor’s financial position and the creditor’s financial needs, defer or otherwise reschedule over a maximum period of two years the payment dates of payment obligations. In addition, pursuant to article 1244-1, French courts may decide that any amounts, the payment date of which is thus deferred or rescheduled, will bear interest at a rate which is lower than the contractual rate (but not lower than the legal rate) and/or that payments made shall first be allocated to repayment of the principal by a decision indicating specific grounds. If a court order under article 1244-1 of the French code civil is made, it will suspend any pending enforcement measures, and any contractual interest or penalty for late payment will not be due during the period ordered by the court.

A company may initiate, in its sole discretion, voluntary judicial amicable settlement of debts proceedings (règlement amiable) with respect to itself, provided it (i) is able to pay its due debts out of its available assets and (ii) experiences legal, economic or financial difficulties or cannot obtain financing suited to its needs and possibilities. At the request of the company, the competent court enters an order appointing a conciliator (conciliateur) to help the company reach agreement with its creditors for reducing or rescheduling its indebtedness in order to resolve its difficulties. The company’s major creditors must be a party to the agreement in order for it to be approved by the court.

In the context of voluntary judicial amicable settlement of debts proceedings (règlement amiable), which may last up to four months, French courts have the power (a) for the duration of the proceedings, to prohibit a company from paying any prior debts and its creditors from pursuing any legal proceedings against it to (i) obtain the payment of such debts, (ii) terminate an agreement with the company for failure to pay a monetary amount or (iii) seize or attach any of its assets; and (b) to defer or otherwise reschedule the company’s payment obligations over a maximum period of two years, pursuant to article 1244-1 of the code civil.

Judicial reorganization or liquidation proceedings (redressement or liquidation judiciaire) may be initiated against a company incorporated in France if:


	1.	it fails to perform its financial obligations pursuant to a voluntary judicial amicable settlement of debts proceeding (règlement amiable), such a proceeding being initiated at the sole discretion of the company;

	2.	it has undertaken to purchase the business of another insolvent company, after a period during which it leases such business, and fails to do so; or

	3.	it cannot pay its due debts out of its available assets (it is in cessation de paiements).


	•	in the event of (1) above, by the public prosecutor, the company or a creditor party to the voluntary judicial amicable settlement;

	•	in the event of (2) above, the public prosecutor, the individual appointed by the court in particular to oversee the performance of the sale (commissaire à l’exécution du plan) or any interested party; or

	•	in the event of (3) above, by a company, a creditor, the court or the public prosecutor.

A company is required to petition for insolvency proceedings within 15 days of becoming in cessation des paiements. If it does not, directors and, as the case may be, de facto managers, are subject to civil liability.

The date of cessation de paiements is deemed to be the date of the court order commencing judicial liquidation or reorganization proceedings. However, in the order commencing proceedings or in a subsequent order, a court may set the date of the cessation de paiements at an earlier date of up to 18 months prior to the court order commencing proceedings. The date of the cessation de paiements is important because it marks the beginning of the suspect period. Certain transactions undertaken during the suspect period may become void or voidable.

The court order commencing the proceedings may order either the liquidation or the reorganization of the company. In the event of reorganization, an administrator appointed by the court investigates the business of a company during an initial observation period, which may last up to 20 months, and makes proposals for its reorganization, sale or liquidation. At any time during this observation period, the court can order the liquidation of the company. The outcome of the proceedings is decided by the court without a vote of the creditors.

Void transactions include transactions or payments entered into during the suspect period that may constitute voluntary preferences for the benefit of some creditors to the detriment of other creditors. These include transfers of assets for no consideration, contracts under which the reciprocal obligations of the company significantly exceed those of the other party, payments of debts not due at the time of payment, payments made in a manner which is not commonly used in the ordinary course of business, security granted for debts previously incurred and provisional measures, unless the writ of attachment or seizure predates the date of cessation de paiements.

Voidable transactions include transactions or payments made when due after the date of cessation de paiements, if the party dealing with the company knew that it was in a state of cessation de

As a general rule, creditors domiciled in France whose debts arose prior to the commencement of the proceedings must file a claim with the creditors’ representative within two months of the publication of the court order in the Bulletin Officiel des Annonces Civiles et Commerciales; this period is extended to four months for creditors domiciled outside France. Creditors who have not submitted their claims during the relevant period are barred from receiving distributions made in connection with the proceedings and their unasserted claims are extinguished. Employees are not subject to such limits and are preferential creditors under French law.

From the date of the court order commencing the proceedings, the company is prohibited from paying debts outstanding prior to that date, subject to specified exceptions which essentially concern the set-off of inter-related debts and payments, authorized by the court, made to recover assets for which recovery is justified by the continued operation of the business. During this period, creditors may not pursue any legal action against the company with respect to any claim arising prior to the court order commencing the proceedings if the objective of such legal action is:


	•	to obtain an order for or payment of a sum of money by the company to the creditor (however, the creditor may require that a court fix the amount due);

	•	to terminate a contract for non-payment of amounts owned by the company; or

	•	to enforce the creditor’s rights against any assets of the company.

Contractual provisions such as those contained in the indenture for the Notes that would accelerate the payment of the company’s obligation upon the occurrence of (i) the opening of judicial reorganization proceedings or (ii) a state of cessation de paiements, are not enforceable under French law.

The administrator may elect to terminate or continue executory contracts (contrats en cours) provided that the company fully performs its post-petition contractual obligations.

If the court adopts a judicial reorganization plan, it can set a time period during which the assets that it deems to be essential to the continued business of the debtor may not be sold without its consent and can reschedule the payment of debts owed by the company.

French insolvency law assigns priority to the payment of certain preferential creditors, including employees, the bankruptcy court, officials appointed by the insolvency court as required by the insolvency proceedings, post-petition creditors, certain secured creditors essentially in the event of liquidation and the French treasury.

Insolvency and administrative laws could adversely affect your ability to enforce your rights under the Notes.

Vivendi Universal is organized under the laws of France. In the event of a bankruptcy or insolvency event, proceedings could be initiated in France or the United States, or in one or more other jurisdictions. Such multi-jurisdictional proceedings are likely to be complex and costly for creditors and otherwise may result in greater uncertainty and delay regarding the enforcement of your rights. Your rights under the Notes will be subject to the insolvency and administrative laws of several jurisdictions and there can be no assurance that you will be able to effectively enforce your rights in such complex, multiple bankruptcy or insolvency proceedings.

You may be unable to recover in civil proceedings for US securities laws violations.

Vivendi Universal is a company organized and existing under the laws of France. A majority of the directors and officers of Vivendi Universal are not residents of the United States and a substantial portion of the assets of Vivendi Universal and its subsidiaries and those of its directors and executive officers are located outside the United States. Although Vivendi Universal has appointed Vivendi

Universal US Holding Co. as its agent for service of process in connection with any action under the indenture, the Notes and US securities laws, you may be unable to effect service of process within the United States on Vivendi Universal’s directors and officers. Furthermore, we have been advised by our French counsel that the United States is not currently bound by a treaty providing for reciprocal recognition and enforcement of judgments, other than arbitral awards, rendered in civil and commercial matters with France. There is, therefore, doubt as to the enforceability in France of civil liabilities based upon US securities laws in an action to enforce a US judgment in France. Furthermore, the enforcement in France of any judgment obtained in a New York court based on civil liabilities, whether or not predicated solely upon US federal securities laws, will be subject to certain conditions. There is also doubt that a French court would have the requisite power to grant remedies sought in an original action brought in France on the basis of US securities laws violations. See “Enforcement of Civil Liabilities.”

In April 2003, Vivendi Universal issued €1.2 billion of senior notes and, in May 2003, we closed our Dual Currency Credit Facility. We collectively refer to both transactions as the “2003 Refinancing Plan”. The net proceeds from the sale of the €1.2 billion of senior notes were applied, together with available cash, towards the repayment of €1.54 billion indebtedness with scheduled maturities in 2003 and 2004.

The 2003 Refinancing Plan increased funds immediately available to Vivendi Universal by approximately €1.0 billion and extended the scheduled maturity of €2.5 billion of debt facilities beyond December 31, 2004. After giving effect to the 2003 Refinancing Plan, Vivendi Universal would have had €2.8 billion funds immediately available as of March 31, 2003. For these purposes, “funds immediately available to Vivendi Universal” means cash in the Vivendi Universal cash pooling system that is immediately available to meet Vivendi Universal’s obligations and undrawn credit facilities, but does not include any funds at Maroc Telecom, Cegetel Group or (in excess of the limitation on net balance of loans with Vivendi Universal) VUE.

The following table provides a summary of the impact of the 2003 Refinancing Plan on the maturity profile of debt and undrawn facilities of Vivendi Universal through December 31, 2004.


(1)	Includes cash redemption amount of BSkyB exchangeable 1% notes issued in July 2000 and maturing on July 5, 2003.

(2)	Assumes early redemption, at the option of the bondholders on March 1, 2004, of Vinci exchangeable 1% notes issued in February 2001 with scheduled maturity of March 1, 2006, and includes the cash redemption amount of Vivendi Universal convertible 1.25% bonds issued in January 1999 and maturing on January 1, 2004.

While the 2003 Refinancing Plan reduced our expected use of funds in the near to medium term, we will continue to be heavily indebted, with approximately €4.6 billion in debt at Vivendi Universal and undrawn facilities scheduled to mature over the period from April 1, 2003 to December 31, 2004. In connection with the 2003 Refinancing Plan VUE entered into a $750 million securitization program as of March 31, 2003 and a $920 million five-year term loan as of June 24, 2003. We also have numerous contingent liabilities including legal proceedings that we may or may not be called upon to meet over the period. Our subsidiaries also have other liabilities and contingent liabilities that they will need to meet over this period. For a description of our contingent liabilities, see “Item 5 — Operating and Financial Review and Prospects — Contingencies” and “Item 8 — Financial Information — Litigation” included in our Annual Report on Form 20-F for the year ended December 31, 2002.

As described in “Item 5 — Operating and Financial Review and Prospects — Liquidity and Capital Resources” included in our Annual Report on Form 20-F for the year ended December 31, 2002, the cash generated by Cegetel Group and Maroc Telecom is consolidated in our cash flow statements but is not available to Vivendi Universal until paid to Vivendi Universal by way of dividend. In addition, the receipt of cash generated by VUE is subject to a limitation that restricts the net balance of loans between VUE and Vivendi Universal. See “Item 4 — Information on the Company — Summary of

Indebtedness” — VUE Loan Agreement included in our Annual Report on Form 20-F for the year ended December 31, 2002. We expect net cash inflow available to Vivendi Universal, before any asset disposals, to be negative in 2003. Accordingly, Vivendi Universal’s ability to meet its obligations will depend upon the success of our asset disposal program.

We believe that the 2003 Refinancing Plan gave us substantial flexibility in connection with the execution of our asset disposal program, and that proceeds from such 2003 Refinancing Plan combined with proceeds from asset disposals will be more than sufficient to enable us to meet our obligations. However, there can be no assurance that asset disposals will be sufficient to make up the shortfall in available funds over the period of the program or that our cash needs over this period will not exceed our current best estimates. See “Risk Factors — Risks Relating to Us — We are Selling a Portion of Our Assets and Businesses to Meet Our Debt Obligations and Decrease Our Leverage.”

The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. For the purposes of calculating the ratio of earnings to fixed charges, earnings represents pre-tax income from continuing operations before minority interests, fixed charges, amortization of capitalized interest and distributed income of equity affiliates, less capitalized interest. Fixed charges include interest expense (including amortization of deferred financing costs) and the portion of operating rental expense management believes represents the interest component of rent expense. Earnings were insufficient to cover fixed charges by €819 million in 2002.

In connection with the sale of the Outstanding Notes, we entered into a registration rights agreement with the Initial Purchasers in which we agreed to file and to use our reasonable best efforts to cause to become effective with the Securities and Exchange Commission a registration statement with respect to the exchange of the Outstanding Notes for Exchange Notes with terms identical in all material respects to the terms of the Outstanding Notes. See “Registered Exchange Offer; Registration Rights.” Copies of the registration rights agreement have been filed as an exhibit to the registration statement of which this prospectus is a part. We are making the exchange offer to satisfy our contractual obligations under the registration rights agreement.

If you tender your Outstanding Notes in exchange for Exchange Notes, you will represent to us that:


	•	any Exchange Notes you receive are being acquired in the ordinary course of your business;

	•	you have no arrangement or understanding with any person to participate in a distribution, within the meaning of the Securities Act, of Exchange Notes;

	•	you are not our “affiliate” within the meaning of Rule 405 under the Securities Act or, if you are an affiliate, you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

	•	you have full power and authority to tender, exchange, sell, assign and transfer the tendered Outstanding Notes;

	•	we will acquire good, marketable and unencumbered title to the Outstanding Notes you tender, free and clear of all liens, restrictions, charges and encumbrances; and

	•	the Outstanding Notes you tender for exchange are not subject to any adverse claims or proxies.

You also will warrant and agree that you will, upon request, execute and deliver any additional documents deemed by us or the applicable exchange agent to be necessary or desirable to complete the exchange, sale, assignment, and transfer of the Outstanding Notes you tender in the exchange offer. Each broker-dealer that receives Exchange Notes for its own account in exchange for Outstanding Notes, where the Outstanding Notes were acquired by the broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the Exchange Notes. See “Plan of Distribution.”

We hereby offer, upon the terms and subject to the conditions set forth in this prospectus and in the accompanying Letter of Transmittal, to exchange $1,000 principal amount of Exchange Dollar Notes for each $1,000 principal amount of Outstanding Dollar Notes and €1,000 principal amount of Exchange Euro Notes for each €1,000 principal amount of Outstanding Euro Notes properly tendered prior to the expiration date and not withdrawn according to the procedures described below. Outstanding Dollar Notes tendered in the exchange offer must be in denominations of $1,000 or any integral multiple of $1,000. Outstanding Euro Notes tendered in the exchange offer must be in denominations of €1,000 or any integral multiple of €1,000.

The form and terms of the Exchange Notes are the same as the form and terms of the Outstanding Notes except that:


	•	the Exchange Notes have been registered under the Securities Act and therefore will not be subject to some restrictions on transfer applicable to the Outstanding Notes; and


	•	holders of the Exchange Notes will not be entitled to the rights of holders of the Outstanding Notes under the exchange and registration rights agreement.

The Exchange Notes evidence the same indebtedness as the Outstanding Notes, which they replace, and will be issued pursuant to, and entitled to the benefits of, the indenture.

The exchange offer is not conditioned upon any minimum principal amount of Outstanding Notes being tendered for exchange. We reserve the right in our sole discretion to purchase or make offers for any Outstanding Notes that remain outstanding after the expiration date or, as set forth under the caption “— Conditions to the Exchange Offer,” to terminate the exchange offer and, to the extent permitted by applicable law, purchase Outstanding Notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers could differ from the terms of the exchange offer. As of the date of this prospectus, $975,000,000 aggregate principal amount of Outstanding Dollar Notes and €500,000,000 aggregate principal amount of Outstanding Euro Notes are outstanding.

Holders of Outstanding Notes do not have any appraisal or dissenters’ rights in connection with the exchange offer. Outstanding Notes which are not tendered in, or are tendered but not accepted in connection with, the exchange offer will remain outstanding. For a description of the consequences of not tendering Outstanding Notes for exchange, see “Risk Factors — Risks Relating to the Notes — You may have difficulty selling the Outstanding Notes that you do not exchange.”

If any tendered Outstanding Notes are not accepted for exchange because of an invalid tender, the occurrence of other events set forth in this prospectus or otherwise, certificates for the unaccepted Outstanding Notes will be returned, without expense, to the tendering holder of those notes promptly after the expiration date. For a description of the consequences of an invalid tender, see “Risk Factors — Risks Relating to the Notes — Your Outstanding Notes will not be accepted for exchange if you fail to follow the exchange offer procedures and, as a result, your Outstanding Notes will continue to be subject to existing transfer restrictions and you may not be able to sell your Outstanding Notes.”

Holders who tender Outstanding Notes in connection with the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the accompanying Letter of Transmittal, transfer taxes with respect to the exchange. We will pay all charges and expenses, other than applicable taxes described below, in connection with the exchange offer.

Our board of directors makes no recommendation to holders of Outstanding Notes as to whether to tender or refrain from tendering all or any portion of their Outstanding Notes in the exchange offer. In addition, no one has been authorized to make any similar recommendation. Holders of Outstanding Notes must make their own decision whether to tender in the exchange offer and, if so, the aggregate amount of Outstanding Notes to tender after reading this prospectus and the accompanying Letter of Transmittal and consulting with their advisers based on their financial position and requirements.

The term “expiration date” means 5:00 p.m., New York City time, on , 2003, with respect to the Outstanding Dollar Notes, and 5:00 p.m., London time, on , 2003, with respect to the Outstanding Euro Notes, unless we extend the exchange offer, in which, in each case, the term “expiration date” will mean the latest date and time to which the exchange offer is extended.

We expressly reserve the right in our sole and absolute discretion, subject to applicable law, at any time and from time to time, to:


	•	delay the acceptance of the Outstanding Notes for exchange;

	•	terminate the exchange offer, whether or not any Outstanding Notes have been accepted for exchange, if we determine, in our sole and absolute discretion, that any of the events or conditions referred to under the caption “— Conditions to the Exchange Offer” has occurred or exists or has not been satisfied;


	•	extend the expiration date of the exchange offer and retain all Outstanding Notes tendered in the exchange offer, subject, however, to the right of holders of Outstanding Notes to withdraw their tendered Outstanding Notes as described under the caption “— Withdrawal Rights”; or

	•	waive any condition or otherwise amend the terms of the exchange offer in any respect.

If the exchange offer is amended in a manner that we determine to constitute a material change, or if we waive a material condition of the exchange offer, we will promptly disclose the amendment by means of a prospectus supplement that will be distributed to the registered holders of the Outstanding Notes, and we will extend the exchange offer to the extent required by Rule 14e-1 under the Exchange Act.

Any delay in acceptance, termination, extension or amendment will be followed promptly by:


	•	oral or written notice of the change to the exchange agents, with any oral notice to be promptly confirmed in writing; and

	•	a public announcement of the change, which announcement, in the case of an extension, will be made no later than 9:00 a.m., New York City time, with respect to the Outstanding Dollar Notes, and 9:00 a.m., London time, with respect to the Outstanding Euro Notes, on the next business day after the previously scheduled expiration date.

Without limiting the manner in which we may choose to make any public announcement, and subject to applicable laws, we will have no obligation to publish, advertise or otherwise communicate any public announcement other than by issuing a release to an appropriate news agency.

Upon the terms and subject to the conditions of the exchange offer, promptly after the expiration date we will exchange, and will issue to the appropriate exchange agent, Exchange Notes for Outstanding Notes validly tendered and not withdrawn as described under the caption “— Withdrawal Rights.”

In all cases, we will issue Exchange Notes in the exchange offer for Outstanding Notes that are accepted for exchange only after the appropriate exchange agent timely receives:


	•	certificates for the Outstanding Notes or a timely book-entry confirmation of a book-entry transfer of the Outstanding Notes into the exchange agent’s account at The Depository Trust Company, to whom we refer to in this prospectus as “DTC,” Euroclear Bank S.A./N.V. as operator of the Euroclear system, to whom we refer to in this prospectus as “Euroclear,” or Clearstream Banking, societe anonyme, to whom we refer to in this prospectus as “Clearstream,” as applicable;

	•	the appropriate Letter of Transmittal, properly completed and duly executed, with any required signature guarantees; and

	•	any other documents required by the Letter of Transmittal.

Accordingly, the delivery of Exchange Notes might not be made to all tendering holders at the same time, and will depend upon when Outstanding Notes, book-entry confirmations with respect to Outstanding Notes and other required documents are received by the appropriate exchange agent.

Subject to the terms and conditions of the exchange offer, we will be deemed to have accepted for exchange, and thereby exchanged, Outstanding Notes validly tendered and not withdrawn as, if and when we give oral or written notice to the appropriate exchange agent of our acceptance of those Outstanding Notes for exchange in the exchange offer. Any oral notice will be promptly confirmed in writing. Our acceptance for exchange of Outstanding Notes tendered through any of the procedures described above will constitute a binding agreement between the tendering holder and us upon the terms and subject to the conditions of the exchange offer. The exchange agents will act as our agents for the purpose of receiving tenders of Outstanding Notes, Letters of Transmittal and related documents,

and as agents for tendering holders for the purpose of receiving Outstanding Notes, Letters of Transmittal and related documents and transmitting Exchange Notes to holders who validly tendered Outstanding Notes. The exchange will be made promptly after the expiration date. If for any reason whatsoever the acceptance for exchange or the exchange of any Outstanding Notes tendered in the exchange offer is delayed, whether before or after our acceptance for exchange of Outstanding Notes, or we extend the exchange offer or are unable to accept for exchange or exchange Outstanding Notes tendered in the exchange offer, then, without prejudice to our rights described in this prospectus, the exchange agents may, nevertheless, on our behalf and subject to Rule 14e-1(c) under the Exchange Act, retain tendered Outstanding Notes and such Outstanding Notes may not be withdrawn except to the extent tendering holders are entitled to withdrawal rights as described under the caption “— Withdrawal Rights.”

When a holder of Outstanding Notes tenders, and we accept, notes for exchange, a binding agreement between us and the tendering holder is created, subject to the terms and conditions described in this prospectus and the accompanying Letter of Transmittal.

Valid Tender. Except as set forth below, a holder of Outstanding Notes who wishes to tender such Outstanding Notes for exchange must, on or prior to the expiration date:


	•	transmit a properly completed and duly executed Letter of Transmittal, including all other documents required by the Letter of Transmittal, to the appropriate exchange agent at the address set forth under the caption “— Exchange Agents”; or

	•	if notes are tendered pursuant to the book-entry procedures set forth below, the tendering holder must transmit an agent’s message to the appropriate exchange agent at the address set forth under the caption “— Exchange Agents.”


	•	the appropriate exchange agent must receive the certificates for the Outstanding Notes and the appropriate Letter of Transmittal;

	•	the appropriate exchange agent must receive, prior to the expiration date, a timely confirmation of the book-entry transfer of the notes being tendered into the appropriate exchange agent’s account at DTC, Euroclear or Clearstream, as applicable, in each case along with the appropriate Letter of Transmittal or an agent’s message; or

	•	the holder must comply with the guaranteed delivery procedures described below.

The term “agent’s message” means a message, transmitted by DTC, Euroclear or Clearstream, as applicable, to and received by the applicable exchange agent and forming a part of a book-entry confirmation, which states that DTC, Euroclear or Clearstream, as applicable, has received an express acknowledgment that the tendering holder has received and agrees to be bound by the Letter of Transmittal and that we may enforce the Letter of Transmittal against that holder. In this prospectus, the term “book-entry confirmation” means a timely confirmation of a book-entry transfer of Outstanding Notes into the exchange agent’s account at DTC, Euroclear or Clearstream, as applicable.

If less than all of the Outstanding Notes are tendered, a tendering holder should fill in the amount of Outstanding Notes being tendered in the appropriate box on the appropriate accompanying Letter of Transmittal. The entire amount of Outstanding Notes delivered to an exchange agent will be deemed to have been tendered unless otherwise indicated.

If any Letter of Transmittal, endorsement, bond power, power of attorney, or any other document required by the Letter of Transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person should so indicate when signing, and unless waived by us, evidence satisfactory to us, in our sole discretion, of the person’s authority to act must be submitted.

Any beneficial owner of Outstanding Notes that are held by or registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian is urged to contact that entity promptly if the beneficial owner wishes to participate in the exchange offer.

The method of delivery of Outstanding Notes, Letter of Transmittal and all other required documents is at the option and sole risk of the tendering holder, and delivery will be deemed made only when actually received by the appropriate exchange agent. Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure timely delivery and should obtain proper insurance. No Letter of Transmittal or Outstanding Notes should be sent to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect these transactions for them.

Each broker-dealer that receives Exchange Notes for its own account in exchange for Outstanding Notes, where the Outstanding Notes were acquired by the broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the Exchange Notes. See “Plan of Distribution.”

Book-Entry Transfer. The dollar note exchange agent will make a request to establish an account at DTC with respect to Outstanding Dollar Notes, and the euro note exchange agent will make a request to establish an account at Euroclear or Clearstream with respect to Outstanding Euro Notes, each for purposes of the exchange offer within two business days after the date of this prospectus. Any financial institution that is a participant in DTC’s, Euroclear’s or Clearstream’s systems, as applicable, must make book-entry delivery of Outstanding Dollar Notes by causing DTC to transfer those Outstanding Dollar Notes into the dollar exchange agent’s account at DTC in accordance with DTC’s procedures for transfer and must make book-entry delivery of Outstanding Euro Notes by causing Euroclear or Clearstream to transfer those Outstanding Euro Notes into the euro exchange agent’s account at Euroclear or Clearstream in accordance with Euroclear’s or Clearstream’s procedures, as applicable. Such participant should transmit its acceptance to DTC, Euroclear or Clearstream, as applicable, on or prior to the expiration date or comply with the guaranteed delivery procedures described below. DTC, Euroclear or Clearstream, as applicable, will verify such acceptance, execute a book-entry transfer of the tendered Outstanding Notes into the appropriate exchange agent’s account at DTC, Euroclear or Clearstream, as applicable, and then send to the appropriate exchange agent confirmation of such book-entry transfer. The confirmation of such book-entry transfer will include an agent’s message confirming that DTC, Euroclear or Clearstream, as applicable, has received an express acknowledgment from such participant that such participant has received and agrees to be bound by the Exchange Dollar Notes or Exchange Euro Notes Letter of Transmittal, as applicable, and that we may enforce the Letter of Transmittal against such participant. Delivery of Exchange Notes issued in the exchange offer may be effected through book-entry transfer at DTC, Euroclear or Clearstream, as applicable. However, the Letter of Transmittal or facsimile thereof or an agent’s message, with any required signature guarantees and any other required documents, must:


	•	be transmitted to and received by the appropriate exchange agent at the address set forth under the caption “— Exchange Agents”; or

	•	comply with the guaranteed delivery procedures described below.

Delivery of documents to DTC, Euroclear or Clearstream does not constitute delivery to the appropriate exchange agent.

Signature Guarantees. Tendering holders do not need to endorse their certificates for Outstanding Notes and signature guarantees on a Letter of Transmittal or a notice of withdrawal, as the case may be, unless:


	•	a certificate for Outstanding Notes is registered in a name other than that of the person surrendering the certificate, or


	•	a registered holder completes the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” in the Letter of Transmittal.

In either of these cases, the certificates for Outstanding Notes must be duly endorsed or accompanied by a properly executed bond power, with the endorsement or signature on the bond power and on the Letter of Transmittal or the notice of withdrawal, as the case may be, guaranteed by a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as an “eligible guarantor institution,” including, as such terms are defined in that rule:


	•	a bank;

	•	a broker, dealer, municipal securities broker or dealer or government securities broker or dealer;

	•	a credit union;

	•	a national securities exchange, registered securities association or clearing agency; or

	•	a savings association,

unless surrendered on behalf of such eligible institution. Please read carefully Instruction 1 in the appropriate accompanying Letter of Transmittal.

Guaranteed Delivery (applicable if the Notes are in definitive certificated form). If a holder desires to tender Outstanding Notes in the exchange offer and the certificates for the Outstanding Notes are not immediately available or time will not permit all required documents to reach the appropriate exchange agent before the expiration date, or the procedures for book-entry transfer cannot be completed on a timely basis, the Outstanding Notes may nevertheless be tendered, provided that all of the following guaranteed delivery procedures are complied with:


	•	the tenders are made by or through an eligible institution;

	•	before the expiration date, the appropriate exchange agent receives from the eligible institution a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form accompanying the appropriate Letter of Transmittal, stating the name and address of the holder of Outstanding Notes and the amount of Outstanding Notes tendered, stating that the tender is being made by the notice and guaranteeing that within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered Outstanding Notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and any other documents required by the appropriate Letter of Transmittal will be deposited by the eligible institution with the appropriate exchange agent. A Notice of Guaranteed Delivery may be delivered by hand, or transmitted by facsimile or mail to the appropriate exchange agent and must include a guarantee by an eligible institution in the form set forth in the appropriate Notice of Guaranteed Delivery; and

	•	the certificates (or book-entry confirmation) representing all tendered Outstanding Notes, in proper form for transfer, together with a properly completed and duly executed Letter of Transmittal, with any required signature guarantees and any other documents required by the Letter of Transmittal, are received by the appropriate exchange agent within three New York Stock Exchange trading days after the date of execution of the appropriate Notice of Guaranteed Delivery.

Determination of Validity. All questions as to the form of documents, validity, eligibility, including time of receipt, and acceptance for exchange of any tendered Outstanding Notes will be determined by us, in our sole discretion, and that determination will be final and binding on all parties. We reserve the absolute right, in our sole and absolute discretion, to reject any and all tenders that we determine are not in proper form or the acceptance for exchange of which may, in the view of our counsel, be unlawful. We also reserve the absolute right, subject to applicable law, to waive any of the conditions of the exchange offer as set forth under the caption “— Conditions to the Exchange Offer” or any defect or

Our interpretation of the terms and conditions of the exchange offer, including the Letters of Transmittal and their instructions, will be final and binding on all parties. No tender of Outstanding Notes will be deemed to have been validly made until all defects or irregularities with respect to such tender have been cured or waived. Neither we, any of our affiliates, the exchange agents nor any other person will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

Based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties unrelated to us, we believe that holders of Outstanding Notes, other than any holder that is:


	•	a broker-dealer that acquired Outstanding Notes as a result of market-making activities or other trading activities; or

	•	a broker-dealer that acquired Outstanding Notes directly from us for resale under Rule 144A or another available exemption under the Securities Act,

who exchange their Outstanding Notes for Exchange Notes in the exchange offer may offer for resale, resell and otherwise transfer the Exchange Notes without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:


	•	the Exchange Notes are acquired in the ordinary course of the holders’ business;

	•	the holders have no arrangement or understanding with any person to participate in the distribution, within the meaning of the Securities Act, of the Exchange Notes; and

	•	the holders are not our “affiliates” within the meaning of Rule 405 under the Securities Act.

However, the staff of the SEC has not considered the exchange offer in the context of a no-action letter, and we cannot assure you that it would make a similar determination with respect to the exchange offer. Each broker-dealer that receives Exchange Notes for its own account in exchange for Outstanding Notes, where the Outstanding Notes were acquired by the broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes.

Except as otherwise provided in this prospectus, tenders of Outstanding Notes may be withdrawn at any time before the expiration date.

In order for a withdrawal to be effective, a written, telegraphic or facsimile transmission of the notice of withdrawal must be timely received by the appropriate exchange agent at its address set forth under the caption “— Exchange Agents” before the expiration date. Any notice of withdrawal must specify the name of the person who tendered the Outstanding Notes to be withdrawn, the principal amount of Outstanding Notes to be withdrawn and, if certificates for the Outstanding Notes have been tendered, the name of the registered holder of the Outstanding Notes as set forth on the Outstanding Notes, if different from that of the person who tendered the Outstanding Notes.

If certificates for Outstanding Notes have been delivered or otherwise identified to the appropriate exchange agent, the notice of withdrawal must specify the serial numbers on the particular certificates for the Outstanding Notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an eligible institution, except in the case of Outstanding Notes tendered for the account of an eligible institution.

If Outstanding Notes have been tendered by the procedures for book-entry transfer set forth under the caption “— Procedures for Tendering Outstanding Notes,” the notice of withdrawal must specify the name and number of the account at DTC, Euroclear or Clearstream, as applicable, to be credited with the withdrawal of Outstanding Notes and must otherwise comply with the procedures of DTC, Euroclear or Clearstream, as applicable. Withdrawals of tenders of Outstanding Notes may not be rescinded. Outstanding Notes properly withdrawn will not be deemed validly tendered for purposes of the exchange offer, but may be retendered at any subsequent time before the expiration date by following any of the procedures described above under the caption “— Procedures for Tendering Outstanding Notes.”

All questions as to the validity, form and eligibility, including time of receipt, of withdrawal notices will be determined by us, in our sole discretion, which determination will be final and binding on all parties. Neither we, any of our affiliates, the exchange agents or any other person will be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any notification. Any Outstanding Notes which have been tendered but which are withdrawn will be returned to the holder of those notes promptly after withdrawal.

Interest on the Outstanding Notes and the Exchange Notes will be payable semi-annually on January 15 and July 15 of each year, in the case of the dollar-denominated Notes at a rate of 6.25% per annum, and in the case of the euro-denominated Notes at a rate of 6.25% per annum commencing, in each case, January 15, 2004.

Notwithstanding any other provisions of the exchange offer or any extension of the exchange offer, we will not be required to accept for exchange, or to exchange, any Outstanding Notes for any Exchange Notes and will not be required to issue Exchange Notes in exchange for any Outstanding Notes and, as described below, may, at any time and from time to time, terminate or amend the exchange offer, whether or not any Outstanding Notes have been accepted for exchange, or may waive any conditions to or amend the exchange offer, if any of the following conditions has occurred or exists or has not been satisfied before the expiration date:


	•	there occurs a change in the current interpretation by the staff of the SEC which permits the Exchange Notes issued in exchange for Outstanding Notes in the exchange offer to be offered for resale, resold and otherwise transferred by their holders, other than broker-dealers that acquired Outstanding Notes as a result of market-making or other trading activities or broker-dealers that acquired Outstanding Notes directly from us for resale under Rule 144A or another available exemption under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the Exchange Notes are acquired in the ordinary course of the holders’ business, the holders have no arrangement or understanding with any person to participate in the distribution, within the meaning of the Securities Act, of the Exchange Notes and the holders are not our “affiliates” within the meaning of Rule 405 under the Securities Act;

	•	any action or proceeding has been instituted or threatened in any court or by or before any governmental agency or body with respect to the exchange offer which, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer;

	•	any law, statute, rule or regulation has been adopted or enacted which, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer;

	•	a stop order has been issued by the SEC or any state securities authority suspending the effectiveness of the registration statement, or proceedings have been initiated or, to our knowledge, threatened for that purpose;


	•	any governmental approval has not been obtained, which approval we, in our sole discretion, deem necessary for the consummation of the exchange offer as contemplated hereby; or

	•	any change, or any development involving a prospective change, in our business or financial affairs has occurred which, in our sole judgment, might materially impair our ability to proceed with the exchange offer.

If we determine in our sole and absolute discretion that any of the foregoing events or conditions has occurred or exists or has not been satisfied at any time prior to the expiration date, we may, subject to applicable law, terminate the exchange offer, whether or not any Outstanding Notes have been accepted for exchange, or may waive any such condition or otherwise amend the terms of the exchange offer in any respect. If a waiver or amendment constitutes a material change to the exchange offer, we will promptly disclose the waiver or amendment by means of a prospectus supplement that will be distributed to the registered holders of the Outstanding Notes, and we will extend the exchange offer to the extent required by Rule 14e-1 under the Exchange Act. We currently expect that each of the conditions will be satisfied and that no waiver of any condition will be necessary.

We have appointed The Bank of New York, New York as the exchange agent for the exchange offer for the Outstanding Dollar Notes and The Bank of New York, London as the exchange agent for the exchange offer for the Outstanding Euro Notes. All executed Letters of Transmittal should be directed to the appropriate exchange agent at one of the addresses listed below. Questions and requests for assistance, requests for additional copies of this prospectus or of the Letters of Transmittal and requests or Notices of Guaranteed Delivery should be directed to the appropriate exchange agent addressed as follows:

Any Letter of Transmittal sent by facsimile must be promptly followed by delivery of the original Letter of Transmittal to the above applicable address. Delivery of the Letter of Transmittal with respect to the Exchange Dollar Notes to an address other than one listed above for the Dollar Note Exchange agent or transmission of instructions via facsimile other than as listed above for the Dollar Note Exchange agent does not constitute a valid delivery of that Letter of Transmittal. Delivery of the Letter of Transmittal with respect to the Exchange Euro Notes to an address other than the one listed above for the Euro Note Exchange agent or transmission of instructions via facsimile other than as listed above for the Euro Note Exchange agent does not constitute a valid delivery of that Letter of Transmittal.

We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail. Additional solicitation may be made personally or by telephone or other means by our officers, directors or employees.

We have not retained any dealer-manager or similar agent in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We have agreed to pay the exchange agents’ reasonable and customary fees for their services and will reimburse them for their reasonable out-of-pocket expenses. We will also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus and related documents to the beneficial owners of Outstanding Notes, and in handling or tendering for their customers.

Holders who tender their Outstanding Notes for exchange will not be obligated to pay any transfer taxes in connection with the tender, except that if Exchange Notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Outstanding Notes tendered, or if a transfer tax is imposed for any reason other than the exchange of Outstanding Notes in connection with the exchange offer, then the amount of any such transfer tax, whether imposed on the registered holder or any other persons, will be payable by the tendering holder. If satisfactory evidence of payment of a transfer tax or exemption therefrom is not submitted with the Letter of Transmittal, the amount of the transfer tax will be billed directly to the tendering holder.

We will not receive any proceeds from the exchange offer. The net proceeds to us from the sale of the Outstanding Notes amounted to approximately €1,325 million after payment of commissions to the Initial Purchasers and other fees and expenses related to the sale.

The net proceeds of the sale of the Outstanding Notes were applied towards the prepayment of amounts outstanding under the SIT Facility, and the balance increased funds available to Vivendi Universal for other general corporate purposes, which may include repayment of other indebtedness.

The following table sets forth our consolidated cash and capitalization as of March 31, 2003:


	•	On an historical basis;

	•	On an adjusted basis, after giving effect to the application of proceeds of (i) the 2003 Refinancing Plan, (ii) the $920 million loan agreement entered into by VUE, Bank of America, N.A. and JPMorgan Chase Bank, as co-administrative agents, Barclays Bank PLC, as syndication agent, JPMorgan Chase Bank, as collateral agent and paying agent and a syndicate of lenders on June 24, 2003, which we refer to as the “VUE Loan Agreement”, and (iii) the SIT Facility; and

	•	On a further adjusted basis, after giving effect to the (i) 2003 Refinancing Plan, the VUE Loan Agreement and the €190 million amortization payment on June 30, 2003 under the SIT Facility and (ii) the issuance on July 10, 2003 of the Outstanding Notes and the application of the net proceeds thereof.

You should read the following table in conjunction with the information in this prospectus under “Use of Proceeds” the “2003 Refinancing Plan” and in our Consolidated Financial Statements contained in our Annual Report on Form 20-F ended December 31, 2002 and the unaudited interim financial statements in the Q1 report that is filed as an exhibit to this Registration Statement.


(1)	Reflects the application of €1.15 billion of net proceeds from the offering of the April Senior Notes, together with available cash, to prepay €1,540 million of short-term borrowings and reflects net proceeds of approximately €930 million from the initial €1,000 million drawing under the Dual Currency Credit Facility.

(2)	Reflects the application of net proceeds of approximately €1,325 million from the sale of the Outstanding Notes to prepay amounts outstanding under the SIT Facility, with the balance used to increase funds available to Vivendi Universal for other general corporate purposes, which may include the repayment of other indebtedness. Vivendi Universal expects to pay costs related to the unwinding of an interest rate swap related to the SIT Facility (which are not reflected in this table) either upon obtaining a waiver under the Dual Currency Credit Facility or out of available cash following the dissolution of SIT into Vivendi Universal.

(3)	Assuming an exchange rate of €1.00 = $1.1522.


(4)	Assuming an exchange rate of €1.00 = $1.06505. The VUE refinancing facilities consist of a $750 million film securitization facility and the VUE Loan Agreement. For more information, see “Item 4 — Information on the Company — Summary of Indebtedness” in our Annual Report on Form 20-F for the year ended December 31, 2002 and Note 3 to the unaudited interim financial statements in the Q1 Report.

(5)	Represents the outstanding principal amount of loans outstanding under the SIT Facility. Capitalized interest on the SIT Facility is included in “Other Secured Debt”.

All payments made by us under or with respect to a Note will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (hereinafter, “Taxes”) imposed or levied by or on behalf of the government of France or any other jurisdiction in which we are organized or resident for tax purposes or within or through which payment is made or any political subdivision or taxing authority or agency thereof or therein (any of the aforementioned being a “Taxing Jurisdiction”), unless we are required to withhold or deduct any such Taxes by law or by the interpretation or administration thereof, in which case we will, to the extent permitted by applicable law, pay under certain conditions such additional amounts, as set forth below under “Description of the Notes — Additional Amounts”.

In particular, all payments of interest and other revenues in respect of the Notes to non-French residents will benefit, under currently applicable law, from the withholding tax exemption provided by article 131 quater of the Code Général des Impôts (French Tax Code), provided that the Notes are issued or deemed to be issued outside the Republic of France.

For purposes of the above, (1) the Notes denominated in euros are deemed to be issued outside the Republic of France for the purpose of article 131 quater of the French Tax Code without any further conditions, and (2) the Notes denominated in US dollars should be deemed to be issued outside the Republic of France provided that (i) they are issued through an international syndicate of banks, (ii) their issue has not been submitted to the Commission des Opérations de Bourse and will not be published in the Bulletins des Annonces Légales Obligatoires (BALO) in France and (iii) they will not be offered to the public but will only be offered in France to qualified investors as defined in and in accordance with Articles L411-1 and L411-2 of the French Code Monétaire et Financier.

The following general discussion summarizes the material US federal income tax consequences to holders of the Notes. This discussion is for general information only and does not consider all aspects of US federal income taxation that may be relevant to a holder of the Notes in light of his, her or its personal circumstances (including the potential application of the US alternative minimum tax). This discussion is limited to the tax consequences to holders that purchased their Outstanding Notes in the initial offering and exchange them for Exchange Notes pursuant to this Exchange Offer. This discussion is limited to the US federal income tax consequences to persons who are beneficial owners of the Notes and who hold the Notes as capital assets within the meaning of Section 1221 of the US Internal Revenue Code of 1986, as amended (the Code). This discussion does not address the US federal income tax consequences to investors subject to special treatment under the federal income tax laws, such as dealers in securities or foreign currency, brokers, traders that have elected mark-to-market accounting, tax-exempt entities, financial institutions, “financial services entities,” banks, thrifts, insurance companies, persons that hold the Notes as part of a “straddle,” as part of a “hedge,” or as part of a “conversion transaction,” certain expatriates or former long-term residents of the United States, persons that have a “functional currency” other than the US dollar, partnerships, other pass-through entities, and investors in pass-through entities that hold the Notes. This discussion does not describe any tax consequences arising out of the tax laws of any state, local or foreign jurisdiction, or any possible applicability of US federal gift or estate tax.

This summary is based upon current provisions of the Code, existing and proposed US Treasury regulations thereunder, and current administrative rulings and court decisions, as of the date hereof. All of the foregoing are subject to change, possibly on a retroactive basis, and any such change could affect the continuing validity of this discussion.

The following discussion is limited to the US federal income tax consequences to US Holders. A US Holder is a holder of a Note that is a beneficial owner of the Note and that is for US federal income tax purposes:


	•	a citizen or resident of the United States, including an alien who is a lawful permanent resident of the United States or meets the “substantial presence” test under Section 7701(b) of the Code;

	•	a corporation (or other entity treated as a corporation for US federal income tax purposes) created or organized in the United States or under the laws of the United States or any political subdivision thereof;

	•	an estate whose income is includible in gross income for US federal income tax purposes regardless of its source; or

	•	a trust, if a US court is able to exercise primary supervision over administration of the trust and one or more US persons have the authority to control all substantial decisions of the trust.

Except to the limited extent below under “Backup Withholding and Information Reporting,” the following discussion does not address a beneficial owner that is an individual, a corporation, an estate or a trust other than a US Holder (a “Non-US Holder”). Each Non-US Holder is advised to consult its own tax adviser regarding the tax considerations applicable to an investment in the Notes.

Investors should consult their own tax advisors concerning the application of US federal income tax laws, as well as the law of any state, local or foreign taxing jurisdiction, to holding or exchanging Notes in their particular situations.

The exchange of Outstanding Notes for Exchange Notes pursuant to the Exchange Offer should not constitute a material modification of the terms of a Note and therefore should not constitute a taxable event for US federal income tax purposes to US Holders regardless of whether such Notes are dollar-denominated or euro-denominated. Consequently, a US Holder will not recognize gain or loss upon receipt of an Exchange Note. The US Holder’s holding period in an Exchange Note will include its holding period in the related Outstanding Note, the US Holder’s tax basis in an Exchange Note immediately after the exchange will be the same as its tax basis in the related Outstanding Note immediately before the exchange and the US Holder will continue to take into account income in respect of an Exchange Note in the same manner as before the exchange.

Interest on the dollar-denominated Notes will be taxable to a US Holder as ordinary income at the time it accrues or is received in accordance with such Holder’s method of accounting for US federal income tax purposes.

Interest on the euro-denominated Notes also will be taxable to a US Holder as ordinary income at the time it accrues or is received in accordance with such holder’s method of accounting for US federal income tax purposes. In addition, a US Holder of a euro-denominated Note that uses the cash method of accounting measures interest received by translating the amount of euro into dollars at the spot rate on the date of receipt (if the US Holder receives euros) or on the date it is deemed received (if the US Holder receives US dollars). A US Holder of a euro-denominated Note that uses the accrual method of accounting is generally required to determine interest income received using either of two methods. Under the first method, the dollar value of interest accrued is translated at the average exchange rate for the interest accrual period (or, with respect to an accrual period that spans two taxable years, the partial period within the relevant taxable year). The average exchange rate for an accrual period (or partial period) is the simple average of the spot rates for each business day of such period or other average exchange rate for that period reasonably derived and consistently applied by the US Holder. Under the

second method, a US Holder can make an election (which must be applied consistently to all debt instruments from year to year and may not be revoked without the consent of the US Internal Revenue Service (the “IRS”)) to accrue interest on a euro-denominated Note at the euro spot rate on the last day of an interest accrual period (or, in the case of an accrual period that spans two taxable years, the last day of the relevant taxable year), or, if the last day of an accrual period is within five business days of receipt of the interest payment, the spot rate on the date of receipt. A US Holder generally will recognize exchange gain or loss, as the case may be, on the receipt of euros to the extent that the exchange rate on the date payment is received differs from the rate applicable to the accrual of that income. This foreign currency gain or loss will generally be treated as ordinary income or loss, and sourced to the United States for foreign tax credit purposes.

Interest income on the Notes will constitute foreign source income and generally will be “passive” income (or “high withholding tax interest” if the applicable withholding tax is imposed at a rate of 5% or more) or “financial services” income for US foreign tax credit purposes. The rules relating to foreign tax credits and the timing thereof are extremely complex and US Holders should consult with their own tax advisors with regard to the availability of a foreign tax credit and the application of the foreign tax credit limitations to their particular situation.

Euros received (or deemed received) as interest on the euro-denominated Notes will have a tax basis equal to its US dollar value at the time the interest payment is received. Gain or loss, if any, realized by a US Holder on a sale or other disposition of that foreign currency will be ordinary income or loss and will generally be income from sources within the US for foreign tax credit limitation purposes.

Additional Amounts, Additional Interest, Change in Control and Optional Redemption

We believe the likelihood that the issuer will pay Additional Amounts, as described above under “Description of the Notes — Additional Amounts” or additional interest upon a registration default, as described above under “Registered Exchange Offer, Registration Rights,” is remote or incidental (within the meaning of the applicable US Treasury regulations). We therefore believe that the possible payment of Additional Amounts or additional interest will not cause the Notes to be treated as having been issued with original issue discount for US federal income tax purposes and that a US Holder will be required to treat the gross amount of any Additional Amounts or additional interest as ordinary interest income at the time such amount is received or accrued in accordance with such US Holder’s method of accounting for US federal income tax purposes. Consequently, the amount a US Holder will include in gross income with respect to a Note could exceed the amount includible by the US Holder as stated interest, should Additional Amounts or additional interest be due under the Notes. Additionally, the amount of interest required to be included in income by a US Holder will include the amount of taxes, if any, withheld by Vivendi Universal or its agent in respect thereof. Thus, in the event of such withholding, a US Holder would be required to report gross income in an amount greater than the cash it receives in respect of payments on the Notes. However, a US Holder could be eligible, subject to certain limitations, to claim such withholding taxes as a credit or deduction for purposes of computing the amount of its US federal income tax liability (notwithstanding that the payment of such taxes will be made by Vivendi Universal or its agent).

Similarly, we intend to take the position that the likelihood of the payment of the redemption premium upon a change of control, as described under “Description of Exchange Notes — Repurchase at the Option of the Holders — Change of Control,” or an optional redemption, as described under “Description of Exchange Notes — Optional Redemption” is remote within the meaning of applicable US Treasury regulations and do not intend to treat that possibility as affecting the yield to maturity of the Notes (for purposes of the original issue discount provisions of the Code).

Dollar-denominated Notes. Unless a nonrecognition provision applies, upon the disposition of a dollar-denominated Note by sale, exchange or redemption, a US Holder generally will recognize gain or

loss equal to the difference between (i) the amount of cash received plus the fair market value of any property received on the disposition (other than amounts attributable to accrued interest not yet taken into income, which will be taxable as ordinary interest income) and (ii) the US Holder’s adjusted tax basis in the dollar-denominated Note. A US Holder’s adjusted tax basis in a dollar-denominated Note generally will equal the cost of the dollar-denominated Note to the US Holder.

Because the dollar-denominated Notes are held as a capital asset, such gain or loss generally will constitute capital gain or loss and will be long-term capital gain or loss if the US Holder has held the Notes for longer than one year. If the US Holder is an individual, any long-term capital gain generally will be subject to US federal income tax at preferential rates if specified minimum holding periods are met. The deductibility of capital losses is subject to certain limitations. Any gain or loss recognized by a US Holder on the sale, exchange or redemption of a dollar-denominated Note will generally be treated as US source for purposes of computing the US foreign tax credit limitation.

Euro-denominated Notes. The cost to a US Holder of a euro-denominated Note (and therefore generally the US Holder’s tax basis) will be the US dollar value of the euro purchase price, translated at the spot rate of the euro on the date of purchase (or, in some cases, on the settlement date). The conversion of dollars into euros and the immediate use of those euros to purchase a euro-denominated Note generally will not result in a taxable gain or loss to the US Holder.

Gain or loss recognized by a US Holder on a sale, exchange or redemption of a euro-denominated Note will generally be computed in the same way as gain or loss on the sale, exchange or redemption of a dollar-denominated Note. The amount realized by a holder of a euro-denominated Note will be based on the US dollar value of the euros received, determined using the spot rate in effect on the date of such sale, exchange or redemption (or, if US dollars are received, the amount so received). To the extent that such recognized gain or loss with respect to the principal amount of the Note is attributable to changes in the euro exchange rates between the dates of acquisition and disposition of the euro-denominated Note, such gain or loss will be treated as exchange gain or loss that is ordinary in character. However, exchange gain or loss (including, any exchange gain or loss realized with respect to accrued interest as described in “Stated Interest,” above) is taken into account only to the extent of the total gain or loss realized on the transaction. Any gain or loss in excess of exchange gain or loss will be capital gain or loss, and will be long-term capital gain or loss (subject to the preferential rates and limitations described above) if the euro-denominated Note has been held for more than one year. Any gain or loss recognized by a US Holder on the sale, exchange or redemption of a euro-denominated Note (including exchange gain or loss) will generally be treated as US source for purposes of computing the US foreign tax credit limitation.

A US Holder will have a tax basis in any euro received on the sale, exchange, or redemption of a euro-denominated Note equal to the dollar value of the euro on the date of receipt. Gain or loss, if any, realized by a US Holder on a sale or other disposition of that foreign currency will be ordinary income or loss and will generally be income from sources within the US for foreign tax credit limitation purposes.

Backup Withholding and Information Reporting. Each US Holder and each non-US Holder of Notes may be subject, under certain circumstances, to information reporting and backup withholding at the then applicable rate (currently 28%, 31% for 2011 and thereafter) with respect to payments of interest on, and gross proceeds from a sale, exchange or other disposition (including repayment of principal) of, the Notes. These backup withholding rules apply if the holder, among other things:


	•	fails to furnish a social security number or other taxpayer identification number (TIN) certified under penalties of perjury within a reasonable time after the request therefore;

	•	furnishes an incorrect TIN;

	•	fails properly to report interest and dividend income;


	•	under certain circumstances, fails to provide a certified statement, signed under penalties of perjury, that the TIN furnished is the correct number and that such US Holder is not subject to backup withholding; or

	•	in the case of a non-US Holder, fails to meet certain certification requirements or exemptions.

A US Holder of Notes who does not provide his, her or its correct taxpayer identification number may be subject to penalties imposed by the IRS. Any amount paid as backup withholding is creditable against the holder’s US federal income tax liability, provided the requisite information is provided timely to the IRS. Certain persons are exempt from backup withholding, including corporations and tax-exempt entities, provided their exemption from backup withholding is properly established. Holders of Notes should consult their tax advisors as to their qualifications for exemption from withholding and the procedure for obtaining such exemption.

THE PRECEDING DISCUSSION OF THE MATERIAL US FEDERAL INCOME TAX CONSEQUENCES IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. ACCORDINGLY, EACH INVESTOR SHOULD CONSULT HIS, HER OR ITS OWN TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES OF HOLDING OR EXCHANGING NOTES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS, AND OF ANY PROPOSED CHANGES IN APPLICABLE LAW.

The Council of the European Union has adopted, by the 2513th Council Meeting on Economic and Financial Affairs on June 3, 2003, a directive on taxation of savings income in the form of interest payments.

By provisions implementing the directive, each EU Member State must require paying agents established within its territory to provide to the competent authority of that State details of the payment of interest made to any individual resident in another Member State as the beneficial owner of the interest. The competent authority of the Member State of the paying agent is then required to communicate this information to the competent authority of the Member State of which the beneficial owner of the interest is a resident.

For a transitional period, Austria, Belgium and Luxembourg may instead of providing information opt to withhold tax from interest payments within the meaning of the directive at a rate of 15% for the first three years, i.e. starting January 1, 2005, if the provisions of the directive are applied as scheduled (or at a rate of 20% as from January 1, 2008 and 35% as from January 1, 2011).

Under this directive the Member States of the European Union are required to adopt and publish the laws, regulations and administrative provisions necessary to comply with the directive before January 1, 2004. These laws, regulations and administrative provisions will, subject to a number of important conditions being met, have to be applied from January 1, 2005. At least six months before January 1, 2005, the Council of the European Union will decide, by unanimity, whether these conditions have been met.

Investors should rely on their own analysis of the terms of the directive and should consult appropriate legal or taxation professionals.

You can find the definitions of certain terms used in this description under the subheading “— Certain Definitions”. In this section, references to “Vivendi,” “we,” “us,” “our” and “our company” refer only to Vivendi Universal S.A. and not to any of its subsidiaries. References to the “Notes” refer to the Outstanding Notes and to the Exchange Notes.

The Outstanding Notes were, and the Exchange Notes will be, issued under an indenture between us and The Bank of New York, as trustee. The terms of the Notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended.

The terms of the Exchange Notes are identical in all material respects to the Outstanding Notes, except that:


	•	the Exchange Notes have been registered under the Securities Act and therefore will not be subject to the restrictions on transfer applicable to the Outstanding Notes; and

	•	holders of the Exchange Notes will not be entitled to rights of holders of Outstanding Notes under the exchange and registration rights agreement.

The following description is a summary of the material provisions of the indenture. It does not restate the indenture in its entirety. We urge you to read the indenture because it, and not this description, defines your rights as holders of the Notes. A copy of the indenture has been filed as an exhibit to the registration statement of which this prospectus is a part and copies are also available as set forth below under “— Additional Information”. Certain defined terms used in this description but not defined below under “— Certain Definitions” have the meanings assigned to them in the indenture.

The registered holder of a Note will be treated as the owner of it for all purposes. Only registered holders will have rights under the indenture.


	•	our general unsecured obligations;

	•	pari passu in right of payment with all of our existing and future unsecured senior Indebtedness;

	•	effectively junior to our secured Indebtedness up to the value of the collateral securing such Indebtedness; and

	•	senior in right of payment to any of our future subordinated Indebtedness.

The Notes will effectively rank junior to all Indebtedness and other liabilities, including trade payables, of our Subsidiaries with respect to the assets of those Subsidiaries. In the event of a bankruptcy, liquidation or reorganization of any of these Subsidiaries, the Subsidiaries will pay the holders of their debt and other obligations, including trade creditors, before they will be able to distribute any of their assets to us. As of March 31, 2003, after giving effect to (x) the issuance on April 8, 2003 of the April Senior Notes and our use of proceeds thereof, and the €1.0 billion drawdown under the Dual Currency Credit Facility, and (y) the issuance on July 10, 2003 of the Outstanding Notes and the application of the net proceeds thereof as set forth under “Use of Proceeds”, (1) we and our consolidated subsidiaries would have had gross debt (including short term debt) of €19.5 billion, (2) Vivendi Universal would have had €4.0 billion of secured indebtedness and €8.8 billion of unsecured senior indebtedness outstanding (excluding debt of our subsidiaries) and (3) our subsidiaries would have had €6.7 billion of indebtedness.

See “Capitalization”, “Use of Proceeds,” and Note 7 to our Consolidated Financial Statements contained in our Annual Report on Form 20-F for the year ended December 31, 2002.

As of the date of the indenture, all of our Subsidiaries will be “Restricted Subsidiaries”. However, under the circumstances described below under the caption “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries”, we may from time to time designate any of our Subsidiaries as Unrestricted Subsidiaries. Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the indenture.

Vivendi issued $975 million in aggregate principal amount of dollar-denominated senior notes and €500 million in aggregate principal amount of euro-denominated senior notes on July 10, 2003, all of which are outstanding as of the date of this prospectus. Subject to compliance with the covenant described below under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock” and following the consummation of the exchange offer, Vivendi may from time to time issue additional Notes under the indenture. Both series of Notes and any additional Notes subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, except as described under “— Amendment, Supplement and Waiver”. The Outstanding Notes were issued, and the Exchange Notes will be issued in denominations of $1,000 and €1,000 and integral multiples of $1,000 and €1,000, respectively. The Notes will mature on July 15, 2008.

Interest on the dollar-denominated senior notes will accrue at the rate of 6.25% per annum, and interest on the euro-denominated senior notes will accrue at the rate of 6.25% per annum. Interest on the Notes will be payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2004. Vivendi will make each interest payment to the holders of record on the immediately preceding January 1 and July 1.

Vivendi will also pay Special Interest to holders under certain circumstances pursuant to the registration rights agreement.

Principal of and premium, if any, and interest on the dollar-denominated Notes will be payable at the office or agency of Vivendi maintained for such purpose in the City and State of New York (the “Dollar Paying Agent ”) or in Luxembourg (the “Luxembourg Paying Agent ”), and interest on the euro-denominated Notes will be payable at the office or agency of Vivendi maintained for such purpose in the City and State of New York, Luxembourg, London, England or Paris, France (the “Euro Paying Agent ” and, together with the Dollar Paying Agent, the Luxembourg Paying Agent and any other paying agent maintained by Vivendi, the “Paying Agents ”). At the option of Vivendi, payment of interest may be made by check mailed to the holders of the Notes at their respective addresses set forth in the register of holders of Notes; provided that if any holder has given wire transfer instructions to Vivendi or the applicable Paying Agent at least 15 days prior to the payment date, all payments of principal, premium, if any, and interest with respect to the Notes held by such holder will be made by wire transfer of immediately available funds to the account specified by such holder.

Until otherwise designated by Vivendi, Vivendi’s office or agency in the City and State of New York will be the office of the trustee maintained for such purpose in the City and State of New York and Vivendi’s office or agency in London, England or Paris, France will be the office of the trustee maintained for such purpose in London, England or Paris, France. Vivendi may change the applicable Paying Agent or registrar without prior notice to the holders, and Vivendi or any of the Restricted Subsidiaries may act as a Paying Agent or registrar.

You should read “— Clearance and Settlement” below for more information on payments on the Notes through the Depositary Trust Company for the dollar-denominated Notes and Euroclear and Clearstream for the euro-denominated Notes.

The Outstanding Notes are listed on the Luxembourg Stock Exchange, and we intend to list the Exchange Notes on the Luxembourg Stock Exchange. So long as any series of the Notes are listed on the Luxembourg Stock Exchange and if required by the rules of the Luxembourg Stock Exchange, a Paying Agent and Transfer Agent (the “Luxembourg Transfer Agent ”) will be maintained in Luxembourg are issued a Paying and Transfer Agent will be appointed and a notice will be published in Luxembourg as set forth below. In addition, for so long as any series of the Notes are listed on the Luxembourg Stock Exchange and the rules of the exchange so require, notices to be given to holders of that series of Notes shall be validly given if published in a daily leading newspaper with general circulation in Luxembourg (expected to be the Luxemburger Wort ). For more detail, see “— Book Entry; Delivery and Form” and “— Clearance and Settlement” below.

A holder may transfer or exchange Notes in accordance with the indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. Holders will be required to pay all taxes due on transfer. Vivendi is not required to transfer or exchange any Note selected for redemption. Also, Vivendi is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.

For so long as any series of Notes is listed on the Luxembourg Stock Exchange and the rules of such exchange so require, in the case of a transfer or exchange of definitive registered Notes, a holder thereof may effect such transfer or exchange by presenting and surrendering such Notes at, and obtaining a new definitive registered Notes from, the office of the Luxembourg Transfer Agent. In the case of a transfer of only a part of a definitive registered Note, a new definitive Note in respect of the balance of the principal amount of the definitive registered Note transferred will be delivered at the office of the Luxembourg Transfer Agent, and in the case of any lost, stolen, mutilated or destroyed definitive registered Note, a holder thereof may obtain a new definitive registered Note from the Luxembourg Transfer Agent. Vivendi expects that new certificated notes issued in the circumstances set forth above will be available within seven business days at the office of the Trustee and the office of any Paying Agent.

All payments made by Vivendi under or with respect to a Note will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (hereinafter, “Taxes ”) imposed or levied by or on behalf of the government of France or any other jurisdiction in which Vivendi is organized or is a resident for tax purposes or within or through which payment is made or any political subdivision or taxing authority or agency thereof or therein (any of the aforementioned being a “Taxing Jurisdiction ”), unless Vivendi is required to withhold or deduct any such Taxes by law or by the interpretation or administration thereof.

If Vivendi is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to a Note, Vivendi will, to the extent permitted by applicable law, pay such additional amounts (“Additional Amounts ”) as may be necessary so that the net amount received by the holder of such Note (including Additional Amounts) after such withholding or deduction of such Taxes will not be less than the amount such holder would have received if such Taxes had not been required to be withheld or deducted; provided, however, that notwithstanding the foregoing, Additional Amounts will not be paid with respect to:


	(1)	any Taxes that would not have been so imposed, deducted or withheld but for the existence of any present or former connection between the holder or beneficial owner of a Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power


		over, the holder or beneficial owner of such Note, if the holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and the relevant Taxing Jurisdiction (other than the mere receipt of such payment or the ownership or holding of or the execution, delivery, registration or enforcement of such Note);

	(2)	subject to the last paragraph of this section, any estate, inheritance, gift, sales, excise, transfer or personal property tax or similar tax, assessment or governmental charge;

	(3)	any Taxes payable otherwise than by deduction or withholding from payments under or with respect to such Note;

	(4)	any Taxes that would not have been so imposed, deducted or withheld if the holder or beneficial owner of the Note or beneficial owner of any payment on such Note had (i) made an accurate declaration of non-residence or any other claim or filing for exemption, to which it is entitled or (ii) complied with any certification, identification, information, documentation or other reporting requirement concerning the nationality, residence, identity or connection with the relevant Taxing Jurisdiction of such holder or beneficial owner (provided that (x) such declaration of non-residence or other claim or filing for exemption or such compliance is required by the applicable law of the relevant Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of imposition, deduction or withholding of, such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption or such compliance is required under the applicable law of the Taxing Jurisdiction, the relevant holder at that time has been notified by Vivendi, or any other person through whom payment may be made, that a declaration of non-residence or other claim or filing for exemption or such compliance is required to be made);

	(5)	any Taxes that would not have been so imposed, deducted or withheld if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30-day period);

	(6)	any payment under or with respect to a Note to any holder that is a fiduciary or partnership or any person other than the sole beneficial owner of such payment or Note, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment or Note would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual holder of such Note;

	(7)	any withholding or deduction imposed on a payment that is made pursuant to the European Union Directive on the taxation of savings implementing the conclusions of the European Council of Economic and Finance Ministers (ECOFIN) meeting on June 3, 2003, or any law implementing or complying with, or introduced in order to conform to, such Directive;

	(8)	any withholding or deduction that is imposed on a Note presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the Note to another paying agent in a member state of the European Union if the holder of the Note is a resident in the European Union or to another paying agent in the United States if the holder of the Note is a resident in the United States; or

	(9)	any combination of items (1) through (8) above.

The foregoing provisions shall survive any termination or discharge of the indenture and shall apply mutatis mutandis to any Taxing Jurisdiction with respect to any successor Person to Vivendi.

Vivendi will also make any applicable withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Vivendi will furnish to the trustee certified copies or tax receipts or, if such tax receipts are not reasonably available to Vivendi, such other

Whenever in the indenture or in this “Description of Exchange Notes” there is mentioned, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Vivendi will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery, enforcement or registration of the Notes, the indenture or any other document or instrument in relation thereto, excluding all such taxes, charges or similar levies imposed by any jurisdiction outside any jurisdiction in which Vivendi or any successor Person is organized or resident for tax purposes or any jurisdiction in which a Paying Agent is located other than those resulting from, or required to be paid in connection with, the enforcement of the Notes or any other document or instrument following the occurrence of an Event of Default with respect to the Notes, and Vivendi will agree to indemnify the holders of the Notes for any such non-excluded taxes paid by such holders.

At any time, Vivendi may at its option redeem all or part of the Notes upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus the Applicable Premium plus accrued and unpaid interest and Special Interest, if any, to the applicable redemption date.

Additionally, at any time prior to July 15, 2006, Vivendi may at its option on any one or more occasions redeem up to 35% of the aggregate principal amount of each series of the Notes at a redemption price equal to 106.25% of the principal amount for the Notes, plus in each case accrued and unpaid interest and Special Interest, if any, to the redemption date, with the net cash proceeds of an Equity Offering; provided that:


	(1)	Vivendi received at least €50 million in gross proceeds from such Equity Offering;

	(2)	at least 65% of the initial aggregate principal amount of each such series remains outstanding immediately after the occurrence of such redemption (excluding Notes held by Vivendi and its Subsidiaries); and

	(3)	the redemption occurs within 120 days of the date of the closing of such Equity Offering.

Vivendi may, at its option, redeem all, but not less than all, of the then outstanding Notes of a series at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to the redemption date. This redemption applies only if as a result of any amendment to, or change in, the laws or treaties (including any rulings or regulations promulgated thereunder) of France or any other jurisdiction in which Vivendi is organized or is a resident for tax purposes or within or through which payment is made or any political subdivision or taxing authority or agency thereof or therein (or, in the case of Additional Amounts payable by a successor Person to Vivendi, of the jurisdiction in which such successor Person is organized or is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein) or any amendment to or change in any official position concerning the interpretation, administration or application of such laws, treaties, rulings or regulations (including a holding by a court of competent jurisdiction), which amendment or change is effective on or after the date of the indenture (or, in the case of Additional Amounts payable by a successor Person to Vivendi, the date on which such successor Person became such pursuant to applicable provisions of the indenture), that Vivendi has become or will become obligated to pay

Additional Amounts (as described above under “— Additional Amounts”) on the next date on which any amount would be payable with respect to such Notes and Vivendi determines in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures available to Vivendi.

No such notice of redemption may be given earlier than 90 days prior to the earliest date on which Vivendi would be obligated to pay such Additional Amounts if a payment in respect of such Notes were then due, or later than 180 days after such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to the mailing of any notice of redemption described above, Vivendi shall deliver to the trustee (i) a certificate stating that Vivendi is entitled to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of Vivendi so to elect to redeem have occurred and (ii) an opinion of counsel qualified under the laws of the relevant jurisdiction to the effect that Vivendi or such successor Person, as the case may be, has or will become obligated to pay such Additional Amounts as a result of such amendment or change.

Vivendi is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

If less than all of any series of Notes are to be redeemed at any time, the trustee will select Notes for redemption as follows:


	(1)	if the applicable Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which they are listed; or

	(2)	if the applicable Notes are not listed on any national securities exchange or the relevant national securities exchange does not have any applicable requirements, on a pro rata basis, by lot or by such method as the trustee deems fair and appropriate.

No Notes of $1,000 or less or €1,000 or less, as the case may be, can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of Notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the indenture. Notices of redemption may not be conditional and, so long as any series of the Notes are listed on the Luxembourg Stock Exchange and if required by the rules of the Luxembourg Stock Exchange, notice will be published in Luxembourg as set forth under “— Listing”.

If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Note that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the holder of Notes upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

If a Change of Control occurs at any time, unless Vivendi has exercised its right to redeem the Notes as described above under the caption “— Optional Redemption,” each holder of Notes will have the right to require Vivendi to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 or €1,000 or an integral multiple of €1,000, as the case may be) of that holder’s Notes pursuant

to a Change of Control offer on the terms set forth in the indenture for a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased, to the date of purchase. Within 30 days following any Change of Control, Vivendi will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice. Vivendi will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, Vivendi will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the indenture by virtue of such conflict.


	(1)	accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control offer;

	(2)	deposit with the relevant Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and

	(3)	deliver or cause to be delivered to the trustee the Notes properly accepted together with an officers’ certificate stating the aggregate principal amount of Notes being purchased by Vivendi.

The relevant Paying Agent will promptly mail to each holder of Notes properly tendered the purchase price for such Notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $1,000 or €1,000, as the case may be, or an integral multiple of $1,000 or €1,000, as the case may be.

If, at the time of a Change of Control, any series of Notes is listed on the Luxembourg Stock Exchange and if required by the rules of the Luxembourg Stock Exchange, notice setting forth the terms of the Change of Control offer will be published in Luxembourg as set forth under “— Listing”.

Vivendi will publicly announce the results of the Change of Control offer on or as soon as practicable after the Change of Control payment date and, if any series of the Notes is listed on the Luxembourg Stock Exchange and if required by the rules of the Luxembourg Stock Exchange, notice setting forth the results will be published in Luxembourg as set forth under “— Listing”.

Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the holders of the Notes to require that Vivendi repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

Vivendi will not be required to make a Change of Control offer upon a Change of Control if a third party makes the Change of Control offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control offer made by Vivendi and purchases all Notes properly tendered and not withdrawn under the Change of Control offer.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of Vivendi and its Restricted Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of Notes to require Vivendi to repurchase its Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of Vivendi and its Restricted Subsidiaries taken as a whole to another Person or group may be uncertain.

Vivendi will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:


	(1)	Vivendi (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of, with such fair market value being determined in good faith (a) in the case of Asset Sales for aggregate consideration equal to or less than €50 million, by a senior financial officer of Vivendi and set forth in a certificate to the trustee from such officer; and (b) in the case of Asset Sales for aggregate consideration in excess of €50 million, by Vivendi’s Board of Directors and set forth in an officers’ certificate delivered to the trustee; and

	(2)	at least 75% of the consideration received in the Asset Sale by Vivendi or such Restricted Subsidiary is in the form of cash or Cash Equivalents, or a combination thereof. For purposes of this provision, each of the following will be deemed to be cash:


	(a)	any liabilities, as shown on Vivendi’s most recent consolidated balance sheet, of Vivendi or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets pursuant to an agreement that fully releases Vivendi or such Restricted Subsidiary from further liability; and

	(b)	any securities, notes or other obligations received by Vivendi or any such Restricted Subsidiary from such transferee that are converted by Vivendi or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion, within 180 days after receipt;

provided that in the case of an Asset Sale of the Capital Stock of any member of the VUE Group or any assets or rights held by any member of the VUE Group (a “VUE Asset Sale”), if as of the date of the balance sheet included in the most recent financial statements publicly released by Vivendi before such VUE Asset Sale and giving pro forma effect to any assumption, incurrence, repayment, repurchase or redemption of Indebtedness since such date and to the application of the Net Proceeds from such VUE Asset Sale, the Consolidated Financial Debt of Vivendi and its Restricted Subsidiaries has been reduced through the application of Net Proceeds from Asset Sales by €3.25 billion or more since April 8, 2003, (x) the reference in the foregoing clause (2) to 75% shall instead be 50% with respect to such VUE Asset Sale and (y) the reference in the foregoing sub-clause (2)(b) to 180 days shall instead be 365 days with respect to such VUE Asset Sale (it being understood, for the avoidance of doubt, that any reduction in the Consolidated Financial Debt of Vivendi and its Restricted Subsidiaries as a result of a VUE Asset Sale involving the Equity Interests of one or more Restricted Subsidiaries shall be considered to be a reduction in such Consolidated Financial Debt through the application of Net Proceeds from Asset Sales for purposes of this proviso). For information about Vivendi’s debt position both before and giving effect to the application of the proceeds of the sale of Outstanding Notes, see “Capitalization”.

Within 365 days after the receipt of any Net Proceeds from an Asset Sale (or, in the case of a VUE Asset Sale where securities, notes or other obligations are converted into cash in compliance with this covenant, within 180 days of receipt of cash upon such conversion, if later) Vivendi or any Restricted Subsidiary may apply those Net Proceeds:


	(1)	to repay or prepay Indebtedness and other Obligations under any Credit Facility that is not subordinated in right of payment to the Notes;

	(2)	to repay or prepay (or repurchase) any Indebtedness of a Restricted Subsidiary or repay, prepay, repurchase or defease preferred stock issued by a Restricted Subsidiary;


	(3)	to repay or prepay (or repurchase) any Indebtedness with a final Stated Maturity that is prior or equal to the final Stated Maturity of the Notes;

	(4)	to acquire (or enter into a binding agreement to acquire, which acquisition must be consummated within 180 days after the end of the 365-day period following receipt of any Net Proceeds) all or substantially all of the assets of, or a majority of the Voting Stock of, a Permitted Business (including by means of a merger, consolidation or other business combination permitted under the indenture) or all or a portion of any minority interest in a Restricted Subsidiary of Vivendi;

	(5)	to make a capital expenditure; or

	(6)	to acquire (or enter into a binding agreement to acquire, which acquisition must be consummated within 180 days after the end of the 365-day period following receipt of any Net Proceeds) other long-term assets that are used or useful in a Permitted Business.

Capital expenditures made in the 365 days prior to the date of receipt of any Net Proceeds from an Asset Sale (“Prior Capital Expenditures”) may be counted towards compliance with this covenant, provided that the 365-day period during which the Net Proceeds from such Asset Sale may be applied for capital expenditures or other purposes permitted under this covenant after the date of receipt of such Net Proceeds (or the 180-day period following receipt of cash upon conversion of securities, notes or other obligations in a VUE Asset Sale, if applicable) will be reduced by one day for every day before the date of receipt of such Net Proceeds that such Prior Capital Expenditures were made.

Pending the final application of any Net Proceeds, Vivendi and any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided above will constitute “Excess Proceeds”; provided, however, that cash received by any member of the VUE Group in a VUE Asset Sale shall not constitute Excess Proceeds to the extent and for so long as such cash is held in a segregated bank account and not commingled with any other funds and, upon any withdrawal of such funds, such funds are used for one or more of the purposes described above. Any cash placed in such account may be invested in Cash Equivalents pending application in accordance with this covenant. When the aggregate amount of Excess Proceeds exceeds €20 million, Vivendi will, within 30 days, make an offer to all holders of Notes to purchase the maximum principal amount of Notes that may be purchased with such Excess Proceeds. The offer price in any Asset Sale offer will be equal to 100% of the principal amount of the Notes being repurchased plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale offer, such funds will no longer constitute Excess Proceeds and may be used for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of Notes tendered into such Asset Sale offer exceeds the amount of Excess Proceeds, the trustee will select the Notes to be purchased on a pro rata basis.

Vivendi will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the indenture, Vivendi will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the indenture by virtue of such conflict.

The agreements governing Vivendi’s other Indebtedness contain prohibitions of certain events, including events that would constitute an Asset Sale or Change of Control. In addition, the exercise by the holders of Notes of their right to require Vivendi to repurchase the Notes upon an Asset Sale or Change of Control could cause a default under these other agreements, even if the Asset Sale or Change of Control does not, due to the financial effect of such repurchases on Vivendi. Finally, Vivendi’s ability to pay cash to the holders of Notes upon a repurchase may be limited by Vivendi’s then existing

financial resources. Vivendi’s failure to make or consummate an Asset Sale or Change of Control offer or pay the applicable Asset Sale or Change of Control payment when due would result in an Event of Default and would give the trustee and the holders of the Notes the rights described below under the caption “— Events of Default and Remedies”.

If on any date following the date of the indenture any series of Notes has an Investment Grade Rating from both of the Rating Agencies and no Default or Event of Default has occurred and is continuing (a “Fall Away Event ”), then, beginning on that day and continuing at all times thereafter regardless of any subsequent changes in the rating of those Notes, the provisions of the indenture summarized under the following captions will no longer be applicable to that series of Notes:


	(1)	“— Repurchase at the Option of Holders”;

	(2)	“— Certain Covenants — Restricted Payments”;

	(3)	“— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock”;

	(4)	“— Certain Covenants — Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”;

	(5)	clause 4 of “— Certain Covenants — Merger, Consolidation or Sale of Assets”;

	(6)	“— Certain Covenants — Transactions with Affiliates”;

	(7)	“— Certain Covenants — Limitation on Guarantees of Indebtedness by Restricted Subsidiaries”;

	(8)	“— Certain Covenants — Anti-Layering”;

	(9)	clauses (1) and (3) of “— Certain Covenants — Sale and Leaseback Transactions”; and

	(10)	“— Certain Covenants — Business Activities”.

If any series of the Notes achieves an Investment Grade Rating, there can be no assurance that such rating will be maintained.

Vivendi will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:


	(1)	declare or pay any dividend or make any other payment or distribution on account of Vivendi’s Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving Vivendi) or to the direct or indirect holders of Vivendi’s Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of Vivendi);

	(2)	purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving Vivendi) any Equity Interests of Vivendi;

	(3)	make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Indebtedness that is subordinated to the Notes, except a payment of interest or principal at the Stated Maturity thereof (other than (x) intercompany Indebtedness permitted under clause (2) or (7) of the covenant described below under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock” and (y) the purchase, repurchase or other acquisition of subordinated Indebtedness with a Stated Maturity earlier than the maturity of the Notes purchased in anticipation of satisfying a payment of principal at the Stated Maturity thereof, within one year of such Stated Maturity); or

(all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:


	(1)	no Default or Event of Default has occurred and is continuing or would occur as a consequence thereof;

	(2)	Vivendi could incur at least €1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock”;

	(3)	with respect to a Restricted Payment of the type described in clause (1) or (2) of the definition of Restricted Payments above, a period of not less than 365 days has elapsed since April 8, 2003; and

	(4)	such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Vivendi and its Restricted Subsidiaries after April 8, 2003 (excluding Restricted Payments permitted by clauses (3), (4), (5), (6), (7) or (10) of the next succeeding paragraph), is less than the sum, without duplication, of:


	(a)	50% of the Consolidated Net Income of Vivendi for the period (taken as one accounting period) from April 1, 2003 to the end of Vivendi’s most recently ended fiscal quarter for which financial statements are publicly available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus

	(b)	100% of the aggregate net cash proceeds received by Vivendi since April 8, 2003 (i) as a contribution to its common equity capital or from the issue or sale of Equity Interests of Vivendi (other than Disqualified Stock) or (ii) from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of Vivendi upon conversion into or exchange for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of Vivendi), plus

	(c)	to the extent that any Restricted Investment that was made after April 8, 2003 is sold for cash or otherwise liquidated or repaid for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment, plus

	(d)	to the extent that any Unrestricted Subsidiary of Vivendi is redesignated as a Restricted Subsidiary after April 8, 2003, the fair market value of Vivendi’s Investment in such Subsidiary as of the date of such redesignation (or, if such redesignation occurs within one year of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary, the lesser of (i) such fair market value and (ii) the fair market value of such Subsidiary as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary).


	(1)	the payment of any dividend or distribution on, or any redemption of, Equity Interests, within 60 days after the date of declaration or notice thereof, if at the date of declaration or notice the dividend payment, distribution or redemption would have complied with the provisions of the indenture;

	(2)	Investments that Vivendi or its Restricted Subsidiaries are required to make as the result of the exercise of rights by persons that are not Affiliates of Vivendi pursuant to contracts or agreements in effect as of the date of the indenture that (i) are referred to in footnote 11.3 to


		Vivendi’s Consolidated Financial Statements included in our Annual Report on Form 20-F for the year ended December 31, 2002, or (ii) do not exceed €100 million in the aggregate;

	(3)	the purchase, repayment, prepayment, redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of Vivendi or any Restricted Subsidiary or of any Equity Interests of Vivendi in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary) of, Equity Interests of Vivendi (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such purchase, repayment, prepayment, redemption, repurchase, retirement, defeasance or other acquisition will be excluded from clause (4)(b) of the preceding paragraph;

	(4)	the purchase, repayment, prepayment, redemption, repurchase, retirement, defeasance or other acquisition of subordinated Indebtedness of Vivendi or any Restricted Subsidiary (a) with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness or (b) from Net Proceeds from any Asset Sale to the extent permitted under clause (3) of the second paragraph under “— Asset Sales”;

	(5)	so long as no Default or Event of Default shall have occurred and be continuing, the purchase, redemption, repurchase or other acquisition or retirement for value of any Equity Interests of Vivendi from employees, former employees, directors or former directors of Vivendi or any of its Subsidiaries or their authorized representatives pursuant to any management equity plan, share option plan or any other management or employee benefit plan or agreement with respect to the management, directors or employees of Vivendi and its Subsidiaries; provided that the aggregate price paid for all such purchased, redeemed, repurchased, acquired or retired Equity Interests may not exceed €3 million in any twelve-month period;

	(6)	repurchases of Equity Interests deemed to occur upon (i) the exercise of stock options, warrants or convertible securities issued as compensation if such Equity Interests represent a portion of the exercise price thereof and (ii) the withholding of a portion of the Equity Interests granted or awarded to an employee to pay taxes associated therewith;

	(7)	the declaration and payment of dividends to holders of any class or series of Disqualified Stock or preferred stock of Vivendi issued in accordance with the covenant described below under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock” to the extent such dividends are included in the definition of Fixed Charges;

	(8)	in connection with a VUE Asset Sale, any Restricted Investment or other Restricted Payment for the purpose of defeasing the outstanding preferred stock of Vivendi Universal Entertainment LLLP in accordance with the VUE Partnership Agreement, the amount of which Restricted Investment or Restricted Payment does not exceed the costs of acquisition of the property necessary in order to effect such defeasance and costs directly incidental thereto;

	(9)	equity contributions to the joint venture formed for the purpose of developing a theme park in Shanghai pursuant to the Shanghai Theme Park Joint Venture Agreement in aggregate amounts of up to €80 million; and

	(10)	so long as no Default or Event of Default shall have occurred and be continuing, other Restricted Payments in an aggregate amount, at any time outstanding not to exceed €15 million (provided that any repayments or other reductions in the amount outstanding under this clause (10) shall not also be counted for purposes of clause (4)(c) of the preceding paragraph).

The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the assets or securities proposed to be transferred or issued by Vivendi or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant will be determined in

good faith (a) in the case of assets or securities valued at €40 million or less, by a senior financial officer of Vivendi and set forth in a certificate to the trustee from such officer, and (b) in the case of assets or securities valued at more than €40 million, by Vivendi’s Board of Directors and set forth in an officers’ certificate delivered to the trustee.

Vivendi will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and Vivendi will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that Vivendi may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock and its Restricted Subsidiaries may incur Acquired Debt (and not any other Indebtedness), if the Fixed Charge Coverage Ratio for Vivendi’s most recently ended four full fiscal quarters for which financial statements are publicly available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least 3.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the preferred stock or Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period.

The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness, Disqualified Stock or preferred stock, as applicable (collectively, “Permitted Debt”):


	(1)	the incurrence by Vivendi or any of its Restricted Subsidiaries of Indebtedness and letters of credit (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of Vivendi and the Restricted Subsidiaries thereunder) under


	(a)	Tranche B of the Dual Currency Credit Facility in an aggregate principal amount of up to €1,000 million;

	(b)	Tranche A of the Dual Currency Credit Facility in an aggregate principal amount of up to €1,500 million that is committed or outstanding at any time; and

	(c)	one or more other Additional Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (c), when taken together with (i) the aggregate principal amount of all Indebtedness that is committed or outstanding under Tranche A of the Dual Currency Credit Facility and outstanding under clause (12) of this paragraph and (ii) all Permitted Refinancing Indebtedness incurred under clause (5) to refund, refinance or replace any Indebtedness incurred pursuant to Tranche A of the Dual Currency Credit Facility, this clause (c) or clause (12), not to exceed the Designated Amount,

(2) the incurrence by Vivendi and its Restricted Subsidiaries of the Existing Indebtedness;


	(3)	the incurrence by Vivendi of Indebtedness represented by the Outstanding Notes to be issued on the date of the indenture and the Exchange Notes to be issued pursuant to the registration rights agreement;

	(4)	the incurrence by Vivendi or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price, lease or cost of construction or improvement of property (real or personal), plant or equipment (whether through the direct purchase of assets or through the purchase of the Capital Stock of any Person owning such assets) used in a Permitted Business, in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred under clause (5) to refund, refinance or replace any Indebtedness incurred pursuant to this clause (4), not to exceed 1.4% of the Consolidated Total Assets of Vivendi and its Restricted


		Subsidiaries less any Attributable Debt outstanding with respect to Sale and Leaseback Transactions entered into in compliance with the covenant described under “— Sale and Leaseback Transactions”;

	(5)	the incurrence by Vivendi or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by the indenture to be incurred under the first paragraph of this covenant or clause (1), (2), (3), (4), (5) or (12) of this paragraph;

	(6)	the incurrence by Vivendi or any of its Restricted Subsidiaries of obligations with respect to letters of credit securing obligations entered into in the ordinary course of business to the extent such letters of credit are not drawn upon or, if drawn upon, such drawing is reimbursed within five Business Days following receipt of a demand for reimbursement;

	(7)	the incurrence by Vivendi or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Vivendi and any of its Restricted Subsidiaries; provided, however, that:


	(a)	if Vivendi is the obligor on such Indebtedness and such Indebtedness is held by a Restricted Subsidiary, such Indebtedness (other than Indebtedness incurred with a principal amount outstanding of €5 million or less, up to an aggregate of €30 million of any such Indebtedness at any time outstanding held by Restricted Subsidiaries) must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes to the extent permissible under law without subjecting the directors or officers of the obligee or obligor under any such Indebtedness in their reasonable judgment to any penalty or civil or criminal liability in connection with the subordination of such Indebtedness; and

	(b)	(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Vivendi or a Restricted Subsidiary of Vivendi and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Vivendi or a Restricted Subsidiary of Vivendi will be deemed, in each case, to constitute an incurrence of such Indebtedness by Vivendi or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (7);


	(8)	the issuance of shares of preferred stock by a Restricted Subsidiary to Vivendi or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which, in either case, results in any Restricted Subsidiary holding such preferred stock ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of preferred stock (except to Vivendi or another Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of preferred stock that was not permitted by this clause (8);

	(9)	the incurrence by Vivendi or any of its Restricted Subsidiaries of Hedging Obligations that are incurred in the ordinary course of business and not for speculative purposes;

	(10)	Indebtedness of Vivendi or any of its Restricted Subsidiaries in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) in the ordinary course of business;

	(11)	Indebtedness of Vivendi or any Restricted Subsidiary owed to (including obligations in respect of letters of credit for the benefit of) any Person in connection with worker’s compensation, health, disability or other employee benefits or property, casualty or liability insurance provided by such Person to Parent or such Restricted Subsidiary pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business and consistent with past practices;


	(12)	the incurrence by any Receivables Subsidiary of Indebtedness pursuant to a Receivables Program; provided, however, that the aggregate principal amount of Indebtedness incurred pursuant to this clause (12) at any one time outstanding, when taken together with the aggregate principal amount of all Indebtedness committed under Tranche A of the Dual Currency Credit Facility and all then-outstanding Indebtedness incurred pursuant to clauses (1)(b) and (c) of this paragraph, does not exceed the Designated Amount;

	(13)	the incurrence by Vivendi or a Restricted Subsidiary of Indebtedness to the extent the net proceeds thereof are promptly deposited to defease all outstanding Notes as described below under the caption “— Legal Defeasance and Covenant Defeasance”;

	(14)	the incurrence by Vivendi or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar institution inadvertently drawn against insufficient funds in the ordinary course of business, provided such Indebtedness is extinguished within ten days of occurrence;

	(15)	the incurrence of Indebtedness by Cegetel Groupe S.A. or any Restricted Subsidiary thereof, provided that the terms of such Indebtedness do not restrict the ability of Cegetel Groupe S.A. or such Restricted Subsidiary to distribute cash (by dividend or otherwise) to Vivendi, and:


	(a)	if, at the time such Indebtedness is incurred, the outstanding senior unsecured Indebtedness of Cegetel Groupe S.A. has Investment Grade Ratings from both of the Rating Agencies, to the extent the proceeds of such Indebtedness are distributed to Vivendi, such proceeds must be used to repay outstanding Indebtedness of Vivendi or its Restricted Subsidiaries of the type described in clause (1), (2) or (3) of the second paragraph under “— Asset Sales”; and

	(b)	if, at the time such Indebtedness is incurred, the outstanding senior unsecured Indebtedness of Cegetel Groupe S.A. does not have Investment Grade Ratings from both of the Rating Agencies, either (i) all the net proceeds (net of amounts distributed to minority shareholders) of such Indebtedness must be distributed to Vivendi and not less than 50% of the amount of such net proceeds distributed to Vivendi shall be used for the purpose of repaying outstanding Indebtedness and other Obligations of Société d’Investissement pour la Téléphonie S.A. or under any other Credit Facility that constitutes outstanding senior secured bank debt of Vivendi or any Restricted Subsidiary or, if no such Indebtedness is outstanding, any Indebtedness of Vivendi or any Restricted Subsidiary that is not subordinated in right of payment to the Notes, (ii) such Indebtedness must be used to finance the acquisition of a French fixed line telephone business which has positive EBITDA based on its latest financial accounts and Indebtedness of not more than €300 million (any such Indebtedness incurred under this clause (ii) not to exceed €500 million plus €300 million of Acquired Debt) or (iii) any combination of (i) and (ii);


	(16)	the incurrence by Vivendi or any of its Restricted Subsidiaries of Indebtedness solely to finance the purchase of Capital Stock of Maroc Telecom S.A. as a result of the exercise by the Kingdom of Morocco of its put right in respect of such Capital Stock, provided that the recourse of any lenders of such Indebtedness shall be limited solely to the Capital Stock of Maroc Telecom held directly or indirectly by Vivendi, dividends and distributions in respect thereof, and the assets of Maroc Telecom S.A.;

	(17)	the incurrence of Indebtedness by (a) Restricted Subsidiaries of Vivendi to fund working capital requirements in an aggregate principal amount outstanding at any time not to exceed €300 million and (b) by Maroc Telecom S.A. in an aggregate principal amount outstanding at any one time not to exceed €500 million for the purpose of financing capital expenditures and the acquisition of assets related to its business;


	(18)	Indebtedness of Vivendi or a Restricted Subsidiary arising from agreements of Vivendi or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case incurred or assumed in connection with the disposition of any business, assets or a Restricted Subsidiary of Vivendi in accordance with the terms of the indenture, other than guarantees by Vivendi or any Restricted Subsidiary of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary of Vivendi for the purpose of financing such acquisition; provided that (a) such Indebtedness is not reflected on the balance sheet of Vivendi or any Restricted Subsidiary at the time of such agreement or disposition (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause 18(a)); and (b) the maximum aggregate liability in respect of all such Indebtedness may at no time exceed the gross proceeds, including the fair market value of non-cash proceeds (such fair market value being measured at the time such non-cash proceeds are received and without giving effect to any subsequent changes in value), actually received by Vivendi and the Restricted Subsidiaries in connection with such disposition;

	(19)	the incurrence of Non-Recourse Project Financing and Non-Recourse Product Financing; and

	(20)	the incurrence by Vivendi or any of its Restricted Subsidiaries of additional Indebtedness or the issuance of Disqualified Stock by Vivendi or any Restricted Subsidiary or preferred stock by any Restricted Subsidiary in an aggregate principal amount or liquidation preference (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (20), not to exceed €100 million.


	(1)	in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (20) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, Vivendi will be permitted to classify such item of Indebtedness on the date of its incurrence or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant;

	(2)	the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligations arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall not be double counted;

	(3)	the accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on preferred stock or Disqualified Stock in the form of additional shares of the same class of preferred stock or Disqualified Stock (in each case where payment of such dividends is not part of a financing transaction) will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or preferred stock for purposes of this covenant; provided, in each such case, that the amount thereof is included in Fixed Charges of Vivendi as accrued;

	(4)	Vivendi will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described above; and

	(5)	the maximum amount of Indebtedness that Vivendi or a Restricted Subsidiary may incur pursuant to this covenant will not be deemed to be exceeded, with respect to any outstanding Indebtedness, due solely to the result of fluctuations in the exchange rates of currencies.

For purposes of determining compliance with any euro denominated restriction on the incurrence of Indebtedness where the Indebtedness incurred is denominated in a different currency, the amount of

such Indebtedness will be the Euro Equivalent, determined on the date of the incurrence of such Indebtedness; provided, however, that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to euros covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in euros will be as provided in such Currency Agreement. The principal amount of any Permitted Refinancing Indebtedness incurred in the same currency as the Indebtedness being refinanced will be the Euro Equivalent of the Indebtedness refinanced, except to the extent that (1) such Euro Equivalent was determined based on a Currency Agreement, in which case the Permitted Refinancing Indebtedness will be determined in accordance with the preceding sentence, and (2) the principal amount of the Permitted Refinancing Indebtedness exceeds the principal amount of the Indebtedness being refinanced, in which case the Euro Equivalent of such excess, as appropriate, will be determined on the date such Permitted Refinancing Indebtedness is incurred.

Vivendi will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly create, incur, assume or suffer to exist any Lien securing Indebtedness or Attributable Debt (other than Permitted Liens) on any asset now owned or hereafter acquired, or upon any income or profits therefrom or assign any rights to receive income therefrom unless all payments due under the indenture and the Notes are secured on an equal and ratable basis with (or prior to) the obligations so secured until such time as such obligations are no longer secured by a Lien.

Vivendi will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:


	(1)	pay dividends or make any other distributions on its Capital Stock to Vivendi or any of its Restricted Subsidiaries;

	(2)	make loans or advances to Vivendi or any of its Restricted Subsidiaries; or

	(3)	transfer any of its properties or assets to Vivendi or any of its Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:


	(1)	the Dual Currency Credit Facility or agreements or instruments in effect on the date of the indenture, and any amendments, modifications, restatements, renewals, supplements, replacements or refinancings of the Dual Currency Credit Facility or those agreements or instruments, provided that the encumbrances or restrictions contained in the Dual Currency Credit Facility or any such amendments, modifications, restatements, renewals, supplements, replacements or refinancings, taken as a whole, are not materially less favorable to the holders of the Notes than the encumbrances or restrictions contained in agreements or instruments in place on the date of the indenture;

	(2)	the indenture, the Outstanding Notes and the Exchange Notes to be issued pursuant to the exchange and registration rights agreement;

	(3)	any applicable law, rule, regulation or order;

	(4)	any agreement or instrument relating to Indebtedness or Capital Stock of a Person acquired by, or merged, consolidated or otherwise combined with or into Vivendi or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the property or assets of the Person so


		acquired, and any amendments, modifications, restatements, renewals, supplements, replacements or refinancings of those instruments, provided that the encumbrances or restrictions contained in any such amendments, modifications, restatements, renewals, supplements, replacements or refinancings, taken as a whole, are not materially less favorable to the holders of the Notes than the encumbrances or restrictions contained in agreements or instruments in effect on the date of acquisition;

	(5)	customary non-assignment provisions in leases or other agreements entered into in the ordinary course of business;

	(6)	an agreement or instrument relating to any Indebtedness, Disqualified Stock or preferred stock of a Restricted Subsidiary permitted to be incurred or issued subsequent to the date of the indenture pursuant to the provisions of the covenant described under “— Incurrence of Indebtedness and Issuance of Preferred Stock” if (i) the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the holders of the Notes than the encumbrances and restrictions contained in the agreements relating to Indebtedness, Disqualified Stock or preferred stock, as appropriate, of that Restricted Subsidiary in effect on the date of the indenture, or (ii) in the event such Restricted Subsidiary did not have any Indebtedness, Disqualified Stock or preferred stock outstanding on the date of the indenture, such encumbrance or restriction will not impair the ability of Vivendi to make payments of principal, interest and other amounts on the Notes in any material respect;

	(7)	the terms of any preferred stock issued by any Restricted Subsidiary of Vivendi; provided, however, that the terms of such preferred stock do not impose any consensual encumbrance or restriction on the ability of the Restricted Subsidiary to pay dividends or make distributions on its Capital Stock except in a manner that is no more restrictive than the following, as determined in good faith by the Board of Directors of Vivendi and evidenced by a resolution adopted by such Board of Directors:


	(i)	dividends and distributions on Capital Stock of the Restricted Subsidiary may not be declared or paid or set apart for payment at any time when the Restricted Subsidiary has not declared and paid any dividends or distributions on such preferred stock which are required to be declared and paid as a precondition to dividends or distributions on other Capital Stock of the Restricted Subsidiary;

	(ii)	distributions upon the liquidation, dissolution or winding up of the Restricted Subsidiary, whether voluntary or involuntary (“Liquidating Distributions”), may not be made on the Capital Stock of the Restricted Subsidiary at any time when such preferred stock is entitled to receive Liquidating Distributions which have not been paid; and

	(iii)	dividends and distributions on Capital Stock of the Restricted Subsidiary may not be declared or paid or set apart for payment at any time when such preferred stock is required to be, but has not been, redeemed pursuant to mandatory redemption provisions that do not require such preferred stock to be redeemed prior to the Stated Maturity of the Notes;


	(8)	purchase money obligations for property acquired that impose restrictions on that property of the nature described in clause (3) of the preceding paragraph;

	(9)	any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;

	(10)	Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness, taken as a whole, are not materially more restrictive than those contained in the agreements governing the Indebtedness being refinanced;


	(11)	Liens securing Indebtedness otherwise permitted to be incurred under the provisions of the covenant described above under the caption “— Liens” or below under the caption “— Sale and Leaseback Transactions” that limit the right of the debtor to dispose of the assets subject to such Liens;

	(12)	customary provisions in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business that will not impair the ability of Vivendi to make payments of principal, interest and other amounts on the Notes in any material respect;

	(13)	restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; and

	(14)	with respect to a Receivables Subsidiary, encumbrances and restrictions that are imposed pursuant to a Receivables Program of such Receivables Subsidiary; provided that such encumbrances and restrictions are customarily required by the institutional sponsor or arranger at the time of entering into such Receivables Program in similar types of documents relating to the purchase of similar receivables in connection with the financing thereof.

Vivendi may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not Vivendi is the surviving corporation); or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets of Vivendi and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:


	(1)	either: (i) Vivendi is the surviving corporation; or (ii) the Person formed by or surviving any such consolidation or merger (if other than Vivendi) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is a corporation organized and existing under the laws of a member state of the European Union (as it exists on the date of the indenture), the United States, any State thereof or the District of Columbia;

	(2)	the Person formed by or surviving any such consolidation or merger (if other than Vivendi) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of Vivendi under the Notes, the indenture and the registration rights agreement pursuant to agreements reasonably satisfactory to the trustee;

	(3)	immediately after such transaction, no Default or Event of Default exists; and

	(4)	either (i) Vivendi or the Person formed by or surviving any such consolidation or merger (if other than Vivendi), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made (the “Successor Company”) will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least €1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock” or (ii) giving such pro forma effect to any such transaction, the Fixed Charge Coverage Ratio of the Successor Company would exceed the Fixed Charge Coverage Ratio of Vivendi immediately prior to giving effect to such transaction.

Notwithstanding the foregoing clause (4), if any Restricted Subsidiary consolidates with, merges into or transfers all or part of its properties and assets to Vivendi or to any other Restricted Subsidiary of Vivendi, then no violation of this covenant will be deemed to have occurred, as long as the requirements of clauses (1), (2) and (3) of this covenant are satisfied.

Vivendi will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”), unless:


	(1)	the Affiliate Transaction is on terms, when taken as a whole, that are no less favorable to Vivendi or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Vivendi or such Restricted Subsidiary with an unrelated Person; and

	(2)	Vivendi delivers to the trustee:


	(a)	with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of €15 million, a certificate of a senior financial officer of Vivendi certifying that such Affiliate Transaction complies with this covenant; and

	(b)	with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of €40 million, (i) a resolution of the Board of Directors of Vivendi set forth in an officers’ certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors and (ii) an opinion as to the fairness to Vivendi of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of recognized international standing.

The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:


	(1)	any employment, compensation, benefit or indemnification agreement or arrangement (and any payments or other transactions pursuant thereto) entered into by Vivendi or any of its Restricted Subsidiaries in the ordinary course of business with an officer, employee or director and any transactions pursuant to stock option plans, stock ownership plans and employee benefit plans or arrangements;

	(2)	transactions between or among Vivendi and/or its Restricted Subsidiaries (including any Person that becomes a Restricted Subsidiary as a result of any such transaction);

	(3)	transactions with a Person that is an Affiliate of Vivendi solely because Vivendi owns an Equity Interest in, or controls, such Person;

	(4)	payment of reasonable fees to directors;

	(5)	sales of Equity Interests (other than Disqualified Stock) to Affiliates of Vivendi;

	(6)	Restricted Payments that are permitted by the provisions described above under the caption “— Restricted Payments”;

	(7)	loans, advances or extensions of credit (including indemnity arrangements) to employees, directors or consultants in the ordinary course of business;

	(8)	transactions between a Receivables Subsidiary and any Person in which the Receivables Subsidiary has an Investment or any other transactions in connection with a Receivables Program of Vivendi or a Restricted Subsidiary; and

	(9)	transactions pursuant to or contemplated by any agreement of Vivendi or any Restricted Subsidiary as in effect as of the date of the indenture or any amendment thereto or any replacement agreement so long as any such amendment or replacement agreement, taken


		as a whole, is not materially more disadvantageous to the holders than the original agreement as in effect on the date of the indenture.

Vivendi will not permit any Restricted Subsidiary to guarantee any Indebtedness of Vivendi or another Restricted Subsidiary unless:


	(1)	such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the indenture providing for a guarantee by it of payment of the Notes; provided that


	(a)	if the Indebtedness is pari passu in right of payment to the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to its guarantee of the Notes; and

	(b)	if the Indebtedness is subordinated in right of payment to the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to the guarantee of the Notes substantially to the same extent as such Indebtedness is subordinated in right of payment to the Notes;


	(2)	such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against Vivendi or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its guarantee; and

	(3)	such Restricted Subsidiary shall deliver to the trustee an opinion of counsel to the effect that:


	(a)	such guarantee has been duly executed and authorized; and

	(b)	such guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by insolvency, bankruptcy, liquidation, reorganization, administration, moratorium, receivership or similar laws (including all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity;


	(a)	guarantees by a Restricted Subsidiary to the extent required under any Existing Credit Facility as in effect at the date of the indenture;

	(b)	guarantees by a Restricted Subsidiary of Indebtedness incurred under (i) clause (1) (a), (b) or (c) of the second paragraph of the covenant described under “— Incurrence of Indebtedness and Issuance of Preferred Stock” or (ii) the Multicurrency Revolving Credit Facility;

	(c)	guarantees by a Restricted Subsidiary under any Permitted Refinancing Indebtedness refinancing any Existing Indebtedness, to the extent such Restricted Subsidiary provided a guarantee in respect of the Existing Indebtedness being refinanced;

	(d)	guarantees by a Restricted Subsidiary of Acquired Debt that is incurred under the first paragraph of the covenant described under “— Incurrence of Indebtedness and Issuance of Preferred Stock” to the extent existing under, or required under the terms of, such Acquired Debt; provided that the guarantee or any requirement to provide such guarantees was in existence prior to the contemplation of the merger, consolidation or acquisition that resulted in the incurrence of such Acquired Debt; and

	(e)	guarantees by a Restricted Subsidiary of Indebtedness of any Subsidiary of such Restricted Subsidiary.

Notwithstanding the foregoing and the other provisions of the indenture, any guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged:


	(1)	upon the unconditional release or discharge of the guarantee by such Restricted Subsidiary which resulted in the creation of such guarantee, except a discharge or release by or as a result of payment under such guarantee;

	(2)	upon the full and final payment of all amounts payable by Vivendi under the indenture and the Notes;

	(3)	subject to the section entitled “— Merger, Consolidation or Sale of Assets”, if all of the Voting Stock of a Subsidiary guarantor (or any company holding, directly or indirectly, all the Voting Stock of such guarantor) is sold or otherwise disposed of (and any proceeds therefrom are applied) to a person which is not an Affiliate in compliance with covenant described under “— Asset Sales”;

	(4)	upon the Legal Defeasance or discharge of the Notes in accordance with “— Satisfaction and Discharge”; or

	(5)	upon the designation, in accordance with the indenture, of the Subsidiary guarantor as an Unrestricted Subsidiary.

Vivendi will not, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) which is subordinated in right of payment to any other Indebtedness of Vivendi unless such Indebtedness is subordinated at least to the same extent to the Notes; provided, however that (i) no Indebtedness of Vivendi shall be deemed to be subordinated in right of payment to other Indebtedness of Vivendi solely by virtue of being unsecured, and (ii) Vivendi shall be entitled to subordinate through intercreditor arrangements or otherwise senior secured bank debt to other senior secured bank debt.

The Board of Directors of Vivendi may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by Vivendi and its Restricted Subsidiaries in the Subsidiary properly designated will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the first paragraph of the covenant described above under the caption “— Restricted Payments” or Permitted Investments, as determined by Vivendi. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default.

Vivendi will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction; provided that Vivendi or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction if:


	(1)	after giving effect to the incurrence of the Attributable Debt relating to such Sale and Leaseback Transaction, Vivendi or that Restricted Subsidiary, as applicable, could have incurred at least €1.00 in additional Indebtedness under clause (4) of the second paragraph under the covenant described above under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock”;


	(2)	the gross cash proceeds of that Sale and Leaseback Transaction are at least equal to the fair market value of the property that is the subject of that Sale and Leaseback Transaction, as determined in good faith (a) in the case of a Sale and Leaseback Transaction valued at €40 million or less, by a senior financial officer of Vivendi and set forth in an officers’ certificate delivered to the trustee, and (b) in the case of a Sale and Leaseback Transaction valued at more than €40 million, by the Board of Directors and set forth in an officers’ certificate delivered to the trustee; and

	(3)	the transfer of assets in that Sale and Leaseback Transaction is permitted by, and Vivendi applies the proceeds of such transaction in compliance with, the covenant described above under the caption “— Asset Sales.”

Vivendi will not, and will not permit any Restricted Subsidiary to, engage in any business other than a Permitted Business, except to such extent as would not be material to Vivendi and its Restricted Subsidiaries taken as a whole.

Vivendi will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the Notes unless such consideration is offered to be paid to all holders of the Notes and is paid to all holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Whether or not required by the SEC, so long as any Notes are outstanding, Vivendi will furnish to the trustee and holders of Notes,


	(1)	within the time periods specified by the SEC’s rules and regulations, all financial information that would be required to be contained in a filing with the SEC on Form 20-F if Vivendi were required to file such Form, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and a report on the annual financial statements by Vivendi’s certified independent accountants;

	(2)	within 90 days after the end of each of the first three fiscal quarters of each fiscal year, (i) quarterly financial statements (including a consolidated statement of income, consolidated balance sheet and consolidated statement of cash flows) of Vivendi prepared in accordance with generally accepted accounting principles in France as in effect at the time of such financial statements with a reconciliation to US GAAP of net income, interest expense, EBIT and net debt and (ii) a statement of management regarding Vivendi’s financial position and results of operations, in each case (except for the US GAAP information) that is substantially similar in scope and detail to the information publicly released by Vivendi in respect of its financial results for the first six months of each fiscal year (it being understood, for the avoidance of doubt, that statements that include the information that Vivendi would be required to include in a Quarterly Report on Form 10-Q if Vivendi were subject to an obligation to file such Quarterly Reports shall be sufficient to satisfy Vivendi’s obligations under this clause (2)(ii)); and

	(3)	within the time periods specified by the SEC’s rules and regulations, all current reports that would be required to be filed with the SEC on Form 6-K if Vivendi were required to file such reports.

To the extent GAAP in effect from time to time differs in any material respect from GAAP in effect on the date of the indenture, Vivendi will separately prepare and deliver to the trustee and holders of the Notes with its annual financial statements a reasonably detailed reconciliation to GAAP as in effect on the date of the indenture with respect to the financial items necessary to ascertain compliance with the covenants set forth in the indenture.

In addition, following the consummation of the exchange offer contemplated by the registration rights agreement, whether or not required by the SEC, Vivendi will file or furnish a copy of all of the information and reports referred to in clauses (1), (2) and (3) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request and through publication on its internet website or similar means of electronic dissemination. In addition, Vivendi has agreed that, for so long as any Notes remain outstanding, it will furnish to the trustee and holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.


	(1)	default for 30 days in the payment when due of interest on, or Special Interest with respect to, the Notes;

	(2)	default in payment when due of the principal of or premium, if any, on the Notes;

	(3)	failure by Vivendi or any of its Restricted Subsidiaries to comply with the provisions described under the captions “— Repurchase at the Option of Holders — Change of Control”, “— Asset Sales” or “— Certain Covenants — Merger, Consolidation or Sale of Assets”;

	(4)	failure by Vivendi or any of its Restricted Subsidiaries for 60 days after receipt of notice from the trustee or the holders of at least 25% in aggregate principal amount of the Notes outstanding to comply with any of the other agreements in the indenture;

	(5)	default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Vivendi or any of its Restricted Subsidiaries (or the payment of which is guaranteed by Vivendi or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the indenture, if that default:


	(a)	is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness after the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default ”); or

	(b)	results in the acceleration of such Indebtedness prior to its express maturity,


	and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates €40 million or more and has not been discharged in full or such acceleration rescinded or annulled within 20 days of such Payment Default or acceleration;


	(6)	failure by Vivendi or any of its Restricted Subsidiaries to pay final, non-appealable judgments aggregating in excess of €25 million, which judgments are not paid, discharged or stayed for a period of 60 days; and

	(7)	certain events of bankruptcy or insolvency described in the indenture with respect to Vivendi or any of its Significant Subsidiaries.

In the case of an Event of Default described above in clause (7), all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the trustee or the holders of at least 25% in principal amount of the then outstanding Notes may declare the Notes to be due and payable immediately.

Holders of the Notes may not enforce the indenture or Notes except as provided in the indenture. Subject to certain limitations, holders of a majority in principal amount of the then outstanding Notes may direct the trustee in its exercise of any trust or power. The trustee may withhold from holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or Special Interest.

Subject to the right of any holder of Notes to receive payment of interest and premium and Special Interest on, and principal of, the Notes, the holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the trustee may on behalf of the holders of the Notes waive any existing Default or Event of Default and its consequences under the indenture except a continuing Default or Event of Default in the payment of interest or premium and Special Interest on, or the principal of, the Notes; provided, however, that the holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration.

Vivendi is required to deliver to the trustee annually a statement regarding compliance with the indenture. Upon becoming aware of any Default or Event of Default, Vivendi is required to deliver to the trustee a statement specifying such Default or Event of Default.

No director, officer, employee, incorporator or stockholder of Vivendi, as such, will have any liability for any obligations of Vivendi under the Notes, the indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under U.S. federal securities laws.

Vivendi may, at its option and at any time, elect to have all of its obligations discharged with respect to a series of Notes (“Legal Defeasance ”) except for:


	(1)	the rights of holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium and Special Interest, if any, on such Notes when such payments are due from the trust referred to below;

	(2)	Vivendi’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

	(3)	the rights, powers, trusts, duties and immunities of the trustee, and Vivendi’s obligations in connection therewith; and

	(4)	the Legal Defeasance provisions of the indenture.

In addition, Vivendi may, at its option and at any time, elect to have the obligations of Vivendi released with respect to certain covenants in the indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under “— Events of Default and Remedies” will no longer constitute Events of Default with respect to the Notes.


	(1)	Vivendi must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the Notes, cash in U.S. dollars in the case of Notes denominated in U.S. dollars, cash in euros in the case of Notes denominated in euros, non-callable government securities, or a combination thereof, in amounts as will be sufficient, in the opinion of an internationally recognized firm of independent public accountants, to pay the principal of, or interest and premium and Special Interest, if any, on the outstanding Notes on the stated maturity or on the applicable redemption date, as the case may be, and Vivendi must specify whether such Notes are being defeased to maturity or to a particular redemption date;

	(2)	in the case of Legal Defeasance, Vivendi has delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) Vivendi has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

	(3)	in the case of Covenant Defeasance, Vivendi has delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

	(4)	no Default or Event of Default has occurred and is continuing on the date of such deposit under the indenture (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);

	(5)	such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the indenture) to which Vivendi or any of its Restricted Subsidiaries is a party or by which Vivendi or any of its Restricted Subsidiaries is bound;

	(6)	Vivendi must deliver to the trustee an officers’ certificate stating that the deposit was not made by Vivendi with the intent of preferring the holders of Notes being defeased over the other creditors of Vivendi with the intent of defeating, hindering, delaying or defrauding creditors of Vivendi or others; and

	(7)	Vivendi must deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Except as provided in the next two succeeding paragraphs, the indenture and the Notes may be amended or supplemented with the consent of the holders of at least a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing default or compliance with any provision of the indenture or the Notes may be waived with the consent of the holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) provided, however, that if any amendment, waiver or other modification would only affect the dollar-denominated Notes or euro-denominated Notes, only the consent of the holders of at least a majority in principal amount of the then

With respect to each series of Notes, without the consent of each holder affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting holder):


	(1)	reduce the principal amount of such Notes whose holders must consent to an amendment, supplement or waiver;

	(2)	reduce the principal of or change the fixed maturity of any such Note or alter the provisions with respect to the redemption of such Notes (other than provisions relating to the covenants described above under the caption “— Repurchase at the Option of Holders”);

	(3)	reduce the rate of or change the time for payment of interest on any such Note;

	(4)	waive a Default or Event of Default in the payment of principal of, or interest or premium, or Special Interest, if any, on such Notes (except a rescission of acceleration of such Notes by the holders of at least a majority in aggregate principal amount of the Notes, and a waiver of the payment default that resulted from such acceleration);

	(5)	make any such Note payable in money other than that stated in such Notes;

	(6)	make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of holders of such Notes to receive payments of principal of, or interest or premium or Special Interest, if any, on such Notes;

	(7)	change the ranking of the Notes; or

	(8)	make any change in the preceding amendment and waiver provisions.

With respect to any series of Notes, notwithstanding the preceding paragraph, without the consent of any holder of such Notes, Vivendi and the trustee may amend or supplement the indenture or the applicable Notes:


	(1)	to cure any ambiguity, defect, omission or inconsistency;

	(2)	to provide for uncertificated Notes in addition to or in place of certificated Notes;

	(3)	to provide for the assumption of Vivendi’s obligations to holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of Vivendi’s assets;

	(4)	to make any change that would provide any additional rights or benefits to the holders of the Notes or that does not adversely affect in any material respect the legal rights under the indenture of any such holder;

	(5)	to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;

	(6)	to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenture; or

	(7)	to add guarantors or guarantees with respect to the Notes or to grant Liens in favor of the Notes.

The indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder, when:


	(a)	all the Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and applicable Notes for whose payment money has been


		deposited in trust and thereafter repaid to Vivendi in accordance with the indenture, have been delivered to the trustee for cancellation; or

	(b)	all the Notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and Vivendi has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars in the case of Notes denominated in U.S. dollars, or euros in the case of Notes denominated in euros, non-callable government securities, or a combination thereof, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the applicable Notes not delivered to the trustee for cancellation for principal, premium and Special Interest, if any, and accrued interest to the date of maturity or redemption;


	(2)	no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which Vivendi is a party or by which Vivendi is bound;

	(3)	Vivendi has paid or caused to be paid all sums payable by it under the indenture; and

	(4)	Vivendi has delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the applicable Notes at maturity or the redemption date, as the case may be.

In addition, Vivendi must deliver an officers’ certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

If the trustee becomes a creditor of Vivendi, the indenture limits its rights to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue, or resign.

The holders of a majority in principal amount of the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee in respect of such Notes, subject to certain exceptions. The indenture provides that in case an Event of Default occurs and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of Notes unless such holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

The indenture and the Notes will be governed by and construed in accordance with the laws of the State of New York.

Anyone who receives this prospectus may obtain a copy of the indenture without charge by following the instructions under the caption “Available Information.”

Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.


	(1)	Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and

	(2)	Indebtedness secured by a Lien encumbering any asset acquired by such specified Person,

but excluding Indebtedness of such other Person that is extinguished, retired or repaid concurrently with such other Person becoming a Restricted Subsidiary of, or at the time it is merged into or consolidates with, such specified Person.

“Additional Credit Facility” means any Credit Facility (including the Dual Currency Credit Facility) entered into by Vivendi or any Restricted Subsidiary (other than Cegetel Groupe S.A. or any of its Subsidiaries) after the date of the indenture, and any amendment, restatement, refunding, renewal, replacement or refinancing of an Existing Credit Facility (including in a manner that results in an increase in the amount borrowed thereunder). The extent to which an Additional Credit Facility may benefit from Liens or Subsidiary guarantees is described under “— Certain Covenants — Liens” and “— Certain Covenants — Limitation on Guarantees of Indebtedness by Restricted Subsidiaries”.

“Adjusted Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date, where:


	(1)	“Comparable Treasury Issue” means the U.S. Treasury security selected by the Quotation Agent as having a final maturity most nearly equal to the period from such redemption date to the final maturity of the Notes, and that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of US dollar denominated corporate debt securities in a principal amount approximately equal to the then outstanding principal amount of the dollar-denominated Notes and of a maturity most nearly equal to the final maturity of the Notes; provided, however, that, if the period from such redemption date to the maturity date of the dollar-denominated Notes is less than one year, a fixed maturity of one year shall be used;

	(2)	“Comparable Treasury Price” means, with respect to any redemption date:


	(a)	the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third Business Day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for US Government Securities”; or

	(b)	if such release (or any successor release) is not published or does not contain such prices on such Business Day, (a) the average of the Reference Treasury Dealer Quotations for such redemption date (which in any event, must include at least two such quotations), after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (b) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations.


	(3)	“Reference Treasury Dealer” means any primary US Government securities dealer in New York City (a “Primary Treasury Dealer”), appointed by Vivendi in consultation with the trustee.


	(4)	“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the trustee, of the bid and offered prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by such Reference Treasury Dealer at 5:00 pm on the third Business Day preceding such redemption date.

	(5)	“Quotation Agent” means the Reference Treasury Dealer appointed by Vivendi to act as the Quotation Agent after consultation with the trustee.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings. Notwithstanding the foregoing, no Person (other than Vivendi or any Subsidiary of Vivendi) in whom a Receivables Subsidiary makes an Investment in connection with a Receivables Program shall be deemed to be an Affiliate of Vivendi or any of its Subsidiaries solely by reason of such Investment.

“Applicable Premium” means with respect to any Note on any redemption date the greater of:


	(1)	1% of the principal amount of such Note; or

	(2)	the excess (to the extent positive) of:


	(a)	the present value at such redemption date of (i) the principal amount of such Note plus (ii) all required interest payments due on such Notes to and including their final maturity (excluding accrued but unpaid interest) computed using a discount rate equal to the Bund Rate as of such redemption date (in the case of euro-denominated Notes) or the Adjusted Treasury Rate as of such redemption date (in the case of dollar-denominated Notes), in each case, plus 50 basis points; over

	(b)	the principal amount of such Note.


	(1)	the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, conveyance or other disposition of all or substantially all of the assets of Vivendi and its Restricted Subsidiaries taken as a whole will be governed by the provisions described above under the caption “— Repurchase at the Option of Holders — Change of Control” and/or the provisions described above under the caption “— Certain Covenants — Merger, Consolidation or Sale of Assets” and not by the provisions of the Asset Sale covenant; and

	(2)	the issuance of Equity Interests by any of Vivendi’s Restricted Subsidiaries.

In any VUE Asset Sale in which the transferee assumes the outstanding Class B preferred stock of Vivendi Universal Entertainment LLLP, either directly or through the acquisition of Vivendi Universal Entertainment LLLP, the transfer of the common shares of USAi owned by Vivendi as of the date of the indenture to such transferee in connection with the assumption of obligations by that transferee under such Class B preferred stock will not be regarded as a separate Asset Sale.

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale.


	(1)	any single transaction or series of related transactions that involves Equity Interests or assets having a fair market value of less than €20 million;

	(2)	a transfer of assets between or among Vivendi and one or more of its Restricted Subsidiaries (including any Person that becomes a Restricted Subsidiary in connection with such transaction);


	(3)	an issuance of Equity Interests by a Restricted Subsidiary to Vivendi or to another Restricted Subsidiary;

	(4)	the sale or lease of inventory or accounts receivable in the ordinary course of business;

	(5)	any sale or other disposition of Receivables and Related Assets pursuant to or in connection with a Receivables Program;

	(6)	any sale, lease or other disposition in the ordinary course of business of obsolete, worn out or damaged equipment no longer being used by Vivendi or its Restricted Subsidiaries;

	(7)	any sale or disposition deemed to occur in connection with creating or granting any Permitted Lien;

	(8)	the sale or other disposition of cash or Cash Equivalents; and

	(9)	a Restricted Payment or Permitted Investment that is permitted by the covenant described above under the caption “— Certain Covenants — Restricted Payments.”

“Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such lease, determined in accordance with GAAP.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the passage of time or occurrence of a subsequent condition within the control of that person. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.


	(1)	with respect to a corporation, the board of directors of the corporation or, except in the context of the definitions of “Change of Control” and “Continuing Directors,” any committee thereof;

	(2)	with respect to a partnership, the Board of Directors of the general partner of the partnership; and

	(3)	with respect to any other Person, the board or committee of such Person serving a similar function.

“Bund Rate” means, with respect to any redemption date, the rate per annum equal to the equivalent yield to maturity as of such date of the Comparable German Bund Issue, assuming a price for the Comparable German Bund Issue (expressed as a percentage of its principal amount) equal to the Comparable German Bund Price for such redemption date, where:


	(1)	“Comparable German Bund Issue” means the German Bundesanleihe security selected by any Reference German Bund Dealer as having a final maturity most nearly equal to the period from such redemption date to the final maturity of the Notes, and that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of Euro denominated corporate debt securities in a principal amount approximately equal to the then outstanding principal amount of the euro-denominated Notes and of a maturity most nearly equal to the final maturity of the Notes; provided, however, that, if the period from such redemption date to the maturity date of the euro-denominated Notes is less than one year, a fixed maturity of one year shall be used;


	(2)	“Comparable German Bund Price” means, with respect to any redemption date, the average of all Reference German Bund Dealer Quotations for such date (which, in any event, must include at least two such quotations), after excluding the highest and lowest such Reference German Bund Dealer Quotations, or if Vivendi obtains fewer than four such Reference German Bund Dealer Quotations, the average of all such quotations;

	(3)	“Reference German Bund Dealer” means any dealer of German Bundesanleihe securities appointed by Vivendi in consultation with the trustee; and

	(4)	“Reference German Bund Dealer Quotations” means, with respect to each Reference German Bund Dealer and any relevant date, the average as determined by Vivendi, of the bid and offered prices for the Comparable German Bund Issue (expressed in each case as a percentage of its principal amount) quoted in writing to Vivendi by such Reference German Bund Dealer at 3:30 p.m. Frankfurt, Germany time on the third Business Day preceding such redemption date.

“Business Day” means each day other than a Saturday, a Sunday or a day on which commercial banking institutions are authorized or required by law to close in New York City, London, England or Paris, France.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.


	(1)	in the case of a corporation, corporate stock;

	(2)	in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

	(3)	in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

	(4)	any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person,


	(1)	United States dollars, euros and any other currency that is freely convertible into United States dollars or euros without legal restrictions and which is used by Vivendi or any of the Restricted Subsidiaries holding such other currency in the ordinary course of its business;

	(2)	securities issued or directly and fully guaranteed or insured by the government of France, Germany, the United Kingdom or the United States or any agency or instrumentality of such government (provided that the full faith and credit of such government is pledged in support of those securities) having maturities of not more than one year from the date of acquisition;

	(3)	certificates of deposit and euro and dollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any commercial bank having capital and surplus in excess of $500 million and a Thomson Bank Watch Rating (or the successor thereto) of “B” or better;

	(4)	repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;


	(5)	commercial paper having the highest rating obtainable from Moody’s or S&P and in each case maturing within one year after the date of acquisition; and

	(6)	money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.

“Cegetel Minority Interest Percentage” means at any time the proportion of Capital Stock of Cegetel Groupe S.A. held by Persons who are not Affiliates of Vivendi at that time.

“Cegetel Shareholders Agreement” means the Shareholders Agreement, dated May 14, 1997, among the shareholders of Cegetel Groupe S.A., as amended, novated or replaced from time to time.


	(1)	the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Vivendi and its Restricted Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act);

	(2)	the adoption of a plan relating to the liquidation or dissolution of Vivendi;

	(3)	the consummation of any transaction (including, without limitation, any merger or consolidation) or series of related transactions the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Vivendi, measured by voting power rather than number of shares; or

	(4)	during any consecutive two-year period, the first day on which a majority of the members of the Board of Directors of Vivendi who were members of the Board of Directors at the beginning of such period are not Continuing Directors.

“Consolidated Adjusted EBITDA” means, with respect to any specified Person for any period, the aggregate of the EBITDA of such Person and its Restricted Subsidiaries for such period, on a consolidated basis; provided that:


	(1)	the EBITDA of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or distributions paid in cash (or to the extent converted into cash) to or by the specified Person or a Restricted Subsidiary of the Person;

	(2)	the EBITDA of any Restricted Subsidiary for the relevant period will be excluded to the extent that the declaration or payment of dividends or similar distributions (including by intercompany loan) by that Restricted Subsidiary in respect of that EBITDA is at the date of determination not permitted, in each case (a) without any prior governmental approval (that has not been obtained) or (b) directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its shareholders, whether as a result of the need for a third-party approval (that has not been obtained) or otherwise (including, for the avoidance of doubt, the terms of the Cegetel Shareholders Agreement and the Maroc Shareholders Agreement, in each case as in effect on the date of the indenture), provided that the terms of the Vivendi Universal Entertainment LLLP Term Loan Facility, or any refinancing of such facility containing similar restrictions on dividends and intercompany loans, shall not result in the exclusion of the EBITDA of any member of the VUE Group if on the date of determination at least $50 million in dividends or similar distributions (including by intercompany loans) to Vivendi would be permitted;

	(3)	the cumulative effect of a change in accounting principles will be excluded; and


	(4)	the EBITDA of any Unrestricted Subsidiary will be included to the extent distributed or otherwise paid in cash (or to the extent converted into cash) to the specified Person or one of its Restricted Subsidiaries.

“Consolidated Financial Debt” means Indebtedness of Vivendi and its Subsidiaries on a consolidated basis reported as “Financial Debt” or under a similar heading in its financial statements, plus to the extent not included in “Financial Debt” the amount of any preferred stock or Capital Lease Obligation, in each case calculated in accordance with GAAP applied on a basis consistent with past practice.

“Consolidated Interest Expense” means, for any period, the total interest expense of a Person and its consolidated Restricted Subsidiaries, including any periodic cash payments in respect of preference shares, determined on a consolidated basis in accordance with GAAP, net of any interest income, plus, to the extent not included in such total interest expense and to the extent incurred by such Person or its Restricted Subsidiaries, without duplication:


	(1)	interest expense attributable to Capital Lease Obligations and imputed interest with respect to Attributable Debt;

	(2)	amortization of debt discount;

	(3)	capitalized interest;

	(4)	non-cash interest expense;

	(5)	commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financings;

	(6)	net costs associated with interest rate swap, cap or collar agreements and other agreements designed to protect such Person against fluctuations in interest rates;

	(7)	the interest component of any deferred payment obligations; and

	(8)	any premiums, fees, discounts, expenses and losses on the sale of Receivables and Related Assets (and any amortization thereof) payable in connection with a Receivables Program,


	(a)	in the case of Consolidated Interest Expense incurred by Cegetel Groupe S.A., Maroc Telecom S.A. or their respective Restricted Subsidiaries only, during such period and for so long as the Cegetel Shareholders Agreement or the Maroc Shareholders Agreement (or any amendment, novation or replacement thereof), as applicable, contains a restriction on dividend payments or intercompany loans that results in less than all the EBITDA of Cegetel Groupe S.A. or Maroc Telecom and their respective Restricted Subsidiaries being included in Consolidated Adjusted EBITDA of Vivendi for that period, an amount equal to such Consolidated Interest Expense; and

	(b)	in the case of Consolidated Interest Expense incurred by the VUE Group during a period when some or all of the Consolidated Adjusted EBITDA of the VUE Group was excluded from the calculation of Vivendi’s Consolidated Adjusted EBITDA because of restrictions in place on intercompany loans, dividends or other distributions under the terms of agreements or instruments binding on the VUE Group, the amount of Consolidated Interest Expense incurred by the VUE Group during such period.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:


	(1)	the Net Income of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends


		or distributions paid in cash (or to the extent converted into cash) to or by the specified Person or a Restricted Subsidiary of the Person;

	(2)	the Net Income of any Restricted Subsidiary for the relevant period will be excluded to the extent that the declaration or payment of dividends or similar distributions (including by intercompany loan) by that Restricted Subsidiary in respect of that Net Income is at the date of determination not permitted, in each case (a) without any prior governmental approval (that has not been obtained) or (b) directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its shareholders, whether as a result of the need for a third-party approval (that has not been obtained) or otherwise (including, for the avoidance of doubt, the terms of the Cegetel Shareholders Agreement and the Maroc Shareholders Agreement, in each case as in effect on the date of the indenture); provided that the terms of the Vivendi Universal Entertainment LLLP Term Loan Facility or any refinancing of such facility containing similar restrictions on dividends and intercompany loans shall not result in the exclusion of the Net Income of any member of the VUE Group if on the date of determination, at least $50 million in dividends or similar distributions (including by intercompany loans) to Vivendi would be permitted;

	(3)	the cumulative effect of a change in accounting principles will be excluded; and

	(4)	the Net Income of any Unrestricted Subsidiary will be included to the extent distributed or otherwise paid in cash (or to the extent converted into cash) to the specified Person or one of its Restricted Subsidiaries.

“Consolidated Total Assets” means the total assets after deducting therefrom (1) any item representing investments in Unrestricted Subsidiaries and (2) all goodwill recorded in relation to such assets, in each case as set forth on the most recent balance sheet of Vivendi and its consolidated Restricted Subsidiaries and computed in accordance with GAAP.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of Vivendi who:


	(1)	was a member of such Board of Directors on the date of the indenture; or

	(2)	was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

“Credit Facilities” means one or more debt facilities or commercial paper facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term loans or letters of credit, in each case, as amended, restated, refunded, renewed, replaced or refinanced (including by increasing the amount borrowed thereunder) in whole or in part from time to time.

“Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement with respect to currency values.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Designated Amount” means as of the date of the indenture an amount equal to €2,100 million, which amount shall be reduced from time to time by the sum, without duplication, of (i) the aggregate amount of all Net Proceeds of Asset Sales applied pursuant to mandatory prepayment provisions of Tranche A of the Dual Currency Credit Facility or Additional Credit Facilities to repay any term indebtedness under any such Additional Credit Facility, or to repay revolving credit Indebtedness under any such Additional Credit Facility and to correspondingly reduce commitments thereunder, in each case to the extent such Indebtedness was incurred under clause (1)(b) or (1)(c) under the second paragraph of the covenant described under “— Certain Covenants — Incurrence of Indebtedness and Issuance of

Preferred Stock” and (ii) the aggregate amount of any undrawn and available capacity under any such Additional Credit Facility that is cancelled pursuant to mandatory prepayment or cancellation provisions as a result of any Asset Sale or the application of proceeds therefrom, provided that the Designated Amount shall not be reduced below €1,000 million.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable (other than redeemable only for Capital Stock that is not itself Disqualified Stock), pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require Vivendi to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that Vivendi may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “— Certain Covenants — Restricted Payments.”

“Dual Currency Credit Facility” means the €2,500 million credit facility, dated May 13, 2003, among Vivendi, certain of its Subsidiaries, and a syndicate of banks, as amended, restated, refunded, renewed, replaced or refinanced (including by increasing the amount borrowed thereunder) in whole or part from time to time.

“EBITDA” means, with respect to any specified Person for any period, the operating income (loss) of such Person for such period, determined in accordance with GAAP, adjusted by:


	(1)	deducting any gain and adding back any loss, together with any related provision for taxes on such gain (but not loss), realized in connection with (a) any Asset Sale or (b) the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries;

	(2)	deducting any exceptional or non-recurring gain and adding back any exceptional or non-recurring loss, including any restructuring charges, together with any related provision for taxes on such exceptional or non-recurring gain (but not loss); and

	(3)	adding back depreciation of fixed assets and amortization of goodwill and acquired intangible assets and other non-cash expenses or charges (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person for such period to the extent that such depreciation, amortization and other non-cash expenses or charges were deducted in computing such operating income.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any primary private or public offering of Equity Interests of Vivendi (other than Disqualified Stock) to Persons who are not Subsidiaries of Vivendi other than (1) public offerings with respect to Vivendi’s common stock registered on Form S-8 and (2) issuances upon exercise of options by employees of Vivendi or any of its Restricted Subsidiaries.

“Euro Equivalents” means with respect to any monetary amount in a currency other than euros, at any time of determination thereof, the amount of euros obtained by converting such foreign currency involved in such computation into euros at the average of the spot rates for the purchase and sale of euros with the applicable foreign currency as published in the Financial Times on the date two Business Days prior to such determination. Except as described under the covenant “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock”, whenever it is necessary to determine whether Vivendi has complied with any covenant in the indenture or a Default has occurred and an

“Existing Credit Facility” means any Credit Facility of Vivendi or its Restricted Subsidiaries in effect on the date of the indenture. Vivendi will provide to the trustee on or prior to the date of the indenture a list of all such Credit Facilities and the amounts outstanding thereunder.

“Existing Indebtedness” means (i) any Indebtedness of Vivendi and its Restricted Subsidiaries in existence or committed to be incurred on the date of the indenture, until such amounts are repaid, and (ii) in the case of a revolving Credit Facility, the borrowing of Indebtedness up to the amount outstanding under such revolving Credit Facility at the date of the indenture pursuant to commitments in effect under such revolving Credit Facility at the date of the indenture, unless such commitments are cancelled as a result of any repayment.

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:


	(1)	the Consolidated Interest Expense of such Person and its Restricted Subsidiaries for such period; plus

	(2)	any interest expense on Indebtedness of any Person other than such Person or any of its Restricted Subsidiaries to the extent such Indebtedness is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

	(3)	the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of Vivendi (other than Disqualified Stock) or to Vivendi or a Restricted Subsidiary of Vivendi, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and estimated in a manner consistent with GAAP.

“Fixed Charge Coverage Ratio” means, for any four-quarter period, the ratio of the Consolidated Adjusted EBITDA of Vivendi and its Restricted Subsidiaries for such period to the Fixed Charges of Vivendi and its Restricted Subsidiaries for such period. In the event that Vivendi or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio (and its components) will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.


	(1)	acquisitions or dispositions that have been made by Vivendi or any of its Restricted Subsidiaries, including through mergers, consolidations or Investments and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date (including any acquisitions or dispositions made during such reference period or subsequent to such reference period and on or prior to the Calculation Date by any Person that became a Restricted Subsidiary or was merged with and into Vivendi or any of its Restricted Subsidiaries on or prior to such Calculation Date) will be given pro forma effect as if they had occurred on the first day of the four-quarter reference


		period and Consolidated Adjusted EBITDA for such reference period will be calculated on a pro forma basis consistent with Regulation S-X under the Securities Act;

	(2)	interest on Capital Lease Obligations and Attributable Debt shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of Vivendi to be the rate of interest implicit in such Capital Lease Obligation or Attributable Debt in accordance with GAAP;

	(3)	the consolidated interest expense attributable to interest on (a) any Indebtedness computed on a pro forma basis that was not outstanding during the period for which the computation is being made but which bears, at the option of such Person, a fixed or floating rate of interest, shall be computed by applying, at the option of such Person, either the fixed or floating rate and (b) borrowings under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such borrowings during the applicable period;

	(4)	the interest rate on any Indebtedness that bears a floating rate of interest shall be calculated as if the weighted average interest rate that would have been applicable to such Indebtedness over the latest 12-month period ending on the last calendar month immediately prior to the Calculation Date had been the applicable rate on such Indebtedness for the entire reference period (taking into account any Hedging Obligation designed to protect such Person or any of its Restricted Subsidiaries against fluctuations in interest rates (including any agreement that exchanges a fixed rate interest obligation for a floating rate interest obligation) applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of the shorter of (i) the remaining term of such Indebtedness or (ii) 12 months);

	(5)	the Consolidated Adjusted EBITDA attributable to discontinued operations, as determined in accordance with GAAP, will be excluded; and

	(6)	the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of Vivendi or any of its Restricted Subsidiaries following the Calculation Date.

“GAAP” means generally accepted accounting principles as in effect in France from time to time, consistently applied, provided that all ratios and computations contained or referred to in the indenture shall be computed in conformity with GAAP as in effect on the date of the indenture.

“Guarantee” means a direct or indirect guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business) provided in any manner, including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:


	(1)	currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and

	(2)	other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent and without duplication:


	(1)	in respect of borrowed money;

	(2)	evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

	(3)	in respect of bankers’ acceptances;

	(4)	representing Capital Lease Obligations;

	(5)	representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable, or similar obligations to trade creditors; or

	(6)	representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, but without duplication, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any indebtedness of any other Person.


	(1)	the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; and

	(2)	the principal amount of the Indebtedness, in the case of any other Indebtedness.

Notwithstanding the foregoing, “Indebtedness” shall not include (A) advance payments by customers, vendors or distributors in the ordinary course of business for services or products to be provided or delivered in the future or (B) deferred taxes.

“Investment Grade Rating” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s) and BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) (or, in each case, if such Rating Agency ceases to rate the Notes for reasons outside of the control of Vivendi, the equivalent investment grade credit rating from any Rating Agency selected by Vivendi as a replacement Rating Agency).

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for value of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If Vivendi or any Restricted Subsidiary of Vivendi sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of Vivendi such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of Vivendi, Vivendi will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of Vivendi’s Investments in such Restricted Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “— Certain Covenants — Restricted Payments”; provided that, in lieu thereof and with respect to a VUE Asset Sale only, Vivendi may elect by notice to the trustee delivered at the date of completion of such sale or disposition to treat a disposition of Equity Interests in a member of the VUE Group as a sale of all (and not less than all) of Vivendi’s Equity Interests in that member of the VUE Group, the consideration for which, for purposes of the covenant described under “— Repurchase of the Option of Holders — Asset Sales”,

shall be deemed to include (a) Vivendi’s retained Equity Interests in such entity (which shall be deemed to be consideration other than cash or Cash Equivalents unless converted into cash in accordance with the terms of that covenant) and (b) any other consideration received by Vivendi in connection with such transaction. “Investments” shall exclude extensions of trade credit by Vivendi or any of its Restricted Subsidiaries in the ordinary course of business.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction, provided that in no event shall an operating lease be deemed to constitute a Lien.

“Maroc Minority Interest Percentage” means at any time the proportion of Capital Stock of Maroc Telecom S.A. held by Persons who are not Affiliates of Vivendi at that time.

“Maroc Shareholders Agreement” means the Shareholders Agreement, dated December 19, 2000, among the shareholders of Maroc Telecom S.A. as amended, novated or replaced from time to time.

“Multicurrency Revolving Credit Facility” means the €3,000 million multicurrency revolving credit facility dated March 15, 2002, as amended on February 6, 2003, and further amended and restated by an agreement dated May 13, 2003 among Vivendi, certain of its Subsidiaries and a syndicate of banks, as amended, restated, refunded, renewed, replaced or refinanced in whole or in part from time to time; provided that for the purposes of the covenants described under “— Certain Covenants — Liens” and “— Certain Covenants — Limitation on Guarantees of Indebtedness by Restricted Subsidiaries”, references to the Multicurrency Revolving Credit Facility shall only include amounts under such facility in excess of €3,000 million to the extent such amounts were incurred under clause 1(c) of the second paragraph under the covenant described under “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock”.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:


	(1)	any gain or loss, together with any related provision for taxes on such gain (but not loss), realized in connection with (a) any Asset Sale or (b) the extinguishment of any indebtedness of such Person or any of its Restricted Subsidiaries; and

	(1)	any exceptional or non-recurring gain or loss, including restructuring charges, together with any related provision for taxes on such exceptional or non-recurring gain (but not loss).

“Net Proceeds” means the aggregate cash proceeds received by Vivendi or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (1) costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, sales commissions, recording fees, title transfer fees, appraisal fees and any relocation expenses incurred as a result of the Asset Sale and taxes paid or payable as a result of the Asset Sale, (2) amounts required to be applied to the repayment of Indebtedness, other than Indebtedness under a Credit Facility, secured by a Lien on the asset or assets that were the subject of such Asset Sale, (3) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by Vivendi or any of its Restricted Subsidiaries after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction and (4) all distribu-


	(1)	as to which neither Vivendi nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise or (c) constitutes the lender; and

	(2)	no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Notes) of Vivendi or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of such other Indebtedness of Vivendi or any of its Restricted Subsidiaries to be accelerated or payable prior to its Stated Maturity.

“Non-Recourse Product Financing” means any Indebtedness incurred by Vivendi or any Restricted Subsidiary solely for the purpose of financing (whether directly or through a partially-owned joint venture) the production, acquisition or development of items of Product (including any Indebtedness assumed in connection with the acquisition of any such items of Product or secured by a Lien on any such items of Product prior to the acquisition thereof) where the recourse of the creditor in respect of that Indebtedness is limited to Product revenues generated by such items of Product or any rights pertaining thereto and where the Indebtedness is unsecured save for Liens over such items of Product or revenues and such rights, and any extension, renewal, replacement or refinancing of such Indebtedness. “Product Financing” excludes, for the avoidance of doubt, any Indebtedness raised or secured against Products where the proceeds are used for any other purposes.

“Non-Recourse Project Finance Indebtedness” means any Indebtedness to finance a project incurred by Vivendi or any Restricted Subsidiary (the “relevant Group member” ) which has no activity or assets other than those comprised in the project that are acquired, constructed or developed with the proceeds of such Indebtedness and in respect of which the person to whom that Indebtedness is owed by Vivendi or any Restricted Subsidiary has no recourse whatsoever to Vivendi or any Restricted Subsidiary for the repayment of or payment of any sum relating to that Indebtedness other than:


	(a)	recourse to Vivendi or such Restricted Subsidiary for amounts limited to its interest in the aggregate cash flow or net cash flow (other than historic cash flow or historic net cash flow) from the project; and/or

	(b)	recourse to Vivendi or such Restricted Subsidiary for the purpose only of enabling amounts to be claimed in respect of that Indebtedness on an enforcement of any Lien given by Vivendi or such Restricted Subsidiary over the assets comprised in that project to secure the Indebtedness; and/or

	(c)	recourse to a shareholder of Vivendi or such Restricted Subsidiary for the purpose only of enforcement of any Lien given by that shareholder over shares (or the like) of Vivendi or such Restricted Subsidiary to secure that Indebtedness.

“Obligations” means any principal, interest, penalties, fees, taxes, costs, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing, securing or relating to any Indebtedness, whether or not a claim in respect thereof has been asserted.

“Permitted Business” means any business conducted by Vivendi or any of its Restricted Subsidiaries on the date of the indenture, any reasonable extension thereof, and any additional business reasonably related, incidental, ancillary or complementary thereto.


	(1)	any Investment in Vivendi or in a Restricted Subsidiary of Vivendi;

	(2)	any Investment in Cash Equivalents;

	(3)	any Investment by Vivendi or any Restricted Subsidiary of Vivendi in a Person, if as a result of such Investment:


	(a)	such Person becomes a Restricted Subsidiary of Vivendi; or

	(b)	such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Vivendi or a Restricted Subsidiary of Vivendi;


	(4)	any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales”;

	(5)	any Investment made solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of Vivendi;

	(6)	any Investments received in compromise of obligations of trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer;

	(7)	Hedging Obligations permitted to be incurred under “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock”;

	(8)	Investments constituting loans, advances or extensions of credit (including indemnity arrangements) to employees, officers and directors made in the ordinary course of business;

	(9)	Investments in existence on the date of the indenture and an Investment in any Person to the extent such Investment replaces or refinances an Investment in such Person existing on the date of the indenture in an amount not exceeding the amount of the Investment being replaced or refinanced; provided, however, that the new Investment is on terms and conditions no less favorable to Vivendi than the Investment being renewed or replaced;

	(10)	an Investment in a trust, limited liability company, special purpose entity or other similar entity in connection with a Receivables Program; provided, however, that the only assets transferred to such trust, limited liability company, special purpose entity or other similar entity consist of Receivables and Related Assets of such Receivables Subsidiary;

	(11)	Investments in any of the Outstanding Notes or the Exchange Notes to be issued pursuant to the registration rights agreement;

	(12)	Guarantees of Indebtedness of Vivendi or any of its Restricted Subsidiaries issued in accordance with the covenant described above under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock” and “— Certain Covenants — Limitation on Guarantees of Indebtedness by Restricted Subsidiaries”;

	(13)	receivables owing to Vivendi or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as Vivendi or any such Restricted Subsidiary deems reasonable under the circumstances;

	(14)	payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;


	(15)	Investments in any Person to the extent such Investments consist of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits, in each case made in the ordinary course of business by Vivendi or any Restricted Subsidiary;

	(16)	any Investment made to acquire Product or interests therein in the ordinary course of business consistent with past practice, including by way of forming and/or funding joint ventures, provided that this clause will only apply to Vivendi’s film, television and music businesses; and

	(17)	other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (17) since the date of the indenture and then outstanding, not to exceed €40 million taking into account repayments of such investments in cash or property at fair market value.


	(1)	Liens securing Indebtedness and other Obligations incurred under (i) clause (1) (a), (b) or (c) of the second paragraph of the covenant described under “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock” or (ii) the Multicurrency Revolving Credit Facility;

	(2)	Liens in favor of Vivendi or a Restricted Subsidiary;

	(3)	Liens on property or shares of Capital Stock of a Person existing at the time such Person is merged with or into or consolidated with or becomes a Subsidiary of Vivendi or any Restricted Subsidiary of Vivendi; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with Vivendi or the Restricted Subsidiary;

	(4)	Liens on assets existing at the time of acquisition of the assets by Vivendi or any Restricted Subsidiary of Vivendi, provided that such Liens were in existence prior to the contemplation of such acquisition;

	(5)	Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

	(6)	Liens (i) to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant described above under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock” covering only the assets acquired with such Indebtedness or (ii) in respect of Attributable Debt permitted under the covenant described under “— Certain Covenants — Sale and Leaseback Transactions”;

	(7)	Liens (i) existing or required to be granted under the terms of Indebtedness as in effect on the date of the indenture, or (ii) granted in respect of such Indebtedness that replace any such Liens referred to in clause (i), provided that such replacement Liens cover only the assets subject to the Liens being replaced;

	(8)	Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

	(9)	Liens on Receivables and Related Assets to reflect sales of receivables pursuant to a Receivables Program permitted by clause (12) of the second paragraph of the covenant described above under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock” covering only the Receivables and Related Assets sold under such Receivables Program;


	(10)	Liens in favor of issuers of tender, bid, surety, appeal or performance bonds or letters of credit or bankers’ acceptances issued pursuant to the request of and for the account of Vivendi or any Restricted Subsidiary in the ordinary course of its business;

	(11)	Liens on assets of a Restricted Subsidiary securing Indebtedness of that Restricted Subsidiary;

	(12)	Liens incurred in the ordinary course of business of Vivendi or any Restricted Subsidiary of Vivendi with respect to obligations that do not exceed €15 million at any one time outstanding;

	(13)	Liens securing Permitted Refinancing Indebtedness incurred to refinance Indebtedness that was previously so secured, provided that any such Lien is limited to all or part of the same property or assets (plus assets or property affixed or appurtenant thereto or proceeds in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness being refinanced or is in respect of property that is the security for a Permitted Lien;

	(14)	Liens securing Non-Recourse Product Financing or Non-Recourse Project Finance Indebtedness;

	(15)	Liens securing Hedging Obligations so long as such Hedging Obligations are permitted to be incurred under the indenture; and

	(16)	Liens on assets or shares of Capital Stock of Unrestricted Subsidiaries that secure Non-Recourse Debt of Unrestricted Subsidiaries.

“Permitted Refinancing Indebtedness” means any Indebtedness of Vivendi or any of its Restricted Subsidiaries or preferred stock of a Restricted Subsidiary issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of Vivendi or any of its Restricted Subsidiaries (other than intercompany Indebtedness) or preferred stock of a Restricted Subsidiary; provided that:


	(1)	the principal amount (or accreted value, if applicable) or liquidation amount, as applicable, of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) or liquidation amount, as applicable, of the Indebtedness or preferred stock of a Restricted Subsidiary extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness or preferred stock of a Restricted Subsidiary and the amount of all expenses and premiums incurred in connection therewith);

	(2)	such Permitted Refinancing Indebtedness (a) has a final maturity date no earlier than the earlier of (i) the final maturity of the Indebtedness or preferred stock of a Restricted Subsidiary being extended, refinanced, renewed, replaced, defeased or refunded and (ii) one year and one day after the final maturity of the Notes, and (b) has (i) a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Indebtedness or preferred stock of a Restricted Subsidiary being extended, refinanced, renewed, replaced, defeased or refunded or (ii) no payments of principal, amortization payments, sinking fund payments or similar payments required to be made in respect thereof prior to one year and one day after the final maturity of the Notes;

	(3)	if the Indebtedness or preferred stock of a Restricted Subsidiary being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes on terms at least as favorable to the holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

	(4)	such Indebtedness is incurred either by Vivendi or, if a Restricted Subsidiary is the obligor on the Indebtedness or preferred stock being extended, refinanced, renewed, replaced,


		defeased or refunded, by that Restricted Subsidiary or its Subsidiaries. Vivendi shall not be entitled to guarantee any Permitted Refinancing Indebtedness incurred by a Restricted Subsidiary unless the Indebtedness or preferred stock being refinanced was originally guaranteed by Vivendi.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Product” means any music (including mail order music), music copyright, motion picture, television programming, film, videotape, video clubs, DVD manufactured or distributed or any other product produced for theatrical, non-theatrical or television release or for release in any other medium, in each case whether recorded on film, videotape, cassette, cartridge, disc or on or by any other means, method, process or device whether now known or hereafter developed, with respect to which Vivendi or any Restricted Subsidiary:


	(a)	is an initial copyright owner; or

	(b)	acquires (or will acquire upon delivery) an equity interest or distribution rights; and

the term “items of Product” shall include the scenario, screenplay or script upon which such Product is based, all of the properties thereof, tangible or intangible, and whether now in existence or hereafter to be made or produced, whether or not in possession of Vivendi or any Restricted Subsidiary, and all rights therein and thereto of every kind and character.

“Rating Agency” means (1) each of Moody’s and S&P and (2) if Moody’s or S&P ceases to rate the Notes for reasons outside of the control of Vivendi, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by Vivendi as a replacement agency for Moody’s or S&P, as the case may be.

“Receivables and Related Assets” means accounts receivable, instruments, chattel paper, obligations, general intangibles and other similar assets, including interests in merchandise or goods, the sale or lease of which give rise to the foregoing, related contractual rights, guarantees, insurance proceeds, collections, other related assets and proceeds of all the foregoing.

“Receivables Program” means, with respect to any Person, any accounts receivable securitization program pursuant to which such Person pledges, sells or otherwise transfers or encumbers its accounts receivable, including a trust, limited liability company, special purpose entity or other similar entity.

“Receivables Subsidiary” means a Wholly Owned Subsidiary of Vivendi or a Restricted Subsidiary of Vivendi (or another Person in which Vivendi or any Restricted Subsidiary of Vivendi makes an Investment and to which Vivendi or any Restricted Subsidiary of Vivendi transfers Receivables and Related Assets) which engages in no activities other than in connection with the financing of Receivables and Related Assets and which is designated by the Board of Directors of Vivendi as a Receivables Subsidiary.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” of a Person means any Subsidiary of that Person that is not an Unrestricted Subsidiary.

“Sale and Leaseback Transaction” means any arrangement with any Person providing for the leasing by Vivendi or any Restricted Subsidiary of any properties or assets of Vivendi and/or such Restricted Subsidiary (except for leases between Vivendi and any Restricted Subsidiary, between any Restricted Subsidiary and Vivendi or between Restricted Subsidiaries), which properties or assets have been or are to be sold or transferred by Vivendi or such Subsidiary to such Person with the intention of taking back a lease of such properties or assets.

“S&P” means Standard & Poor’s Ratings Service, a division of The McGraw Hill Companies, and its successors.

“Shanghai Theme Park Joint Venture Agreement” means the Joint Venture Agreement, dated February 10, 2003, among Universal Studios Holding, Ltd., Shanghai Waigaoqiao (Group) Co., Ltd. and Jinjiang Holdings Co., Ltd.

“Significant Subsidiary” means any Subsidiary other than an Unrestricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of the indenture.

“Special Interest” means interest payable on the Notes in the event of a registration default (as defined in the exchange and registration rights agreement), the amount of which shall be determined as provided in the section “Registered Exchange Offer; Registration Rights.”

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid (including with respect to sinking fund obligations) in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.


	(1)	any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

	(2)	any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Unrestricted Subsidiary” means each Subsidiary of Vivendi that is designated by the Board of Directors of Vivendi as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that each such Subsidiary:


	(1)	has no Indebtedness other than Non-Recourse Debt;

	(2)	is not party to any agreement, contract, arrangement or understanding with Vivendi or any Restricted Subsidiary of Vivendi unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Vivendi or such Restricted Subsidiary than those that might be obtained at the time in a comparable transaction from Persons who are not Affiliates of Vivendi;

	(3)	is a Person with respect to which neither Vivendi nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

	(4)	has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Vivendi or any of its Restricted Subsidiaries.

Any designation of a Subsidiary of Vivendi as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of the Board resolution giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption “— Certain Covenants — Restricted Payments.” If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Vivendi as of such date and, if such Indebtedness is not permitted to be incurred as of

such date under the covenant described under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock,” Vivendi will be in default of such covenant. The Board of Directors of Vivendi may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence by a Restricted Subsidiary of Vivendi of the outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock,” calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“VUE Group” means Vivendi Universal Entertainment LLLP and its Subsidiaries, and any Restricted Subsidiary the assets of which consist solely of holding, directly or indirectly, Capital Stock of Vivendi Universal Entertainment LLLP and any assets that are immaterial and incidental.

“VUE Partnership Agreement” means the amended and restated limited liability limited partnership agreement of Vivendi Universal Entertainment LLLP, dated as of May 7, 2002, as amended, novated or replaced from time to time.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness or preferred stock at any date, the number of years obtained by dividing:


	(1)	the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal or liquidation amount, as applicable, including payment at final maturity, in respect of the Indebtedness or preferred stock, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

	(2)	the then outstanding principal amount of such Indebtedness or liquidation amount of preferred stock, as applicable.

“Wholly Owned Subsidiary” of any specified Person means a Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) will at the time be owned by such Person and/or by one or more Wholly Owned Subsidiaries of such Person.

Except as set forth below, the Notes issued in the exchange offer will be issued in registered, global form in minimum denominations of $1,000 or €1,000 and integral multiples of $1,000 or €1,000, respectively.

The Notes which are denominated in dollars to be issued in the exchange offer will be represented by one or more global notes in definitive, fully registered form without interest coupons (collectively, the “Dollar Global Note”) and will be deposited with the trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. The Notes denominated in euros to be issued in the exchange offer will be represented by one or more global notes in fully registered form without interest coupons (the “Euro Global Note,” and, together with the Dollar Global Note, the “Global Notes”) and will deposited with a common depositary (the “Common Depository”) for the Euroclear System as operated by Euroclear Bank S.A./ N.V. (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream, Luxembourg”, formerly Cedelbank) and registered in the name of a nominee of the Common Depositary. All holders of Notes denominated in euros who exchange their Outstanding Notes denominated in euros in the exchange offer will hold their interests

Except in the limited circumstances described below, owners of beneficial interests in Global Notes will not be entitled to receive physical delivery of certificated notes. Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC, Euroclear and Clearstream, Luxembourg and their respective direct or indirect participants, which rules and procedures may change from time to time.

The following description of the operations and procedures of DTC, Euroclear and Clearstream, Luxembourg are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them from time to time. Neither Vivendi Universal nor the Initial Purchasers take any responsibility for these operations and procedures and investors are urged to contact the systems or their participants directly to discuss these matters.

In the case of Dollar Global Notes, DTC will credit, on its internal system, the respective principal amount of the individual beneficial interests represented by such global notes to the accounts of persons who have accounts with such depositary. Ownership of beneficial interests in a Dollar Global Note will be limited to its participants or persons who hold interests through its participants. Ownership of beneficial interests in the Dollar Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respective to interests of persons other than participants).

In the case of Euro Global Notes, the Common Depositary will credit, on its internal system, the respective principal amount of the beneficial interests represented by such global note to the accounts of Euroclear and Clearstream, Luxembourg. Euroclear and Clearstream, Luxembourg will credit, on their internal systems, the respective principal amounts of the individual beneficial interests in such global notes to the accounts of persons who have accounts with Euroclear and Clearstream, Luxembourg. Ownership of beneficial interests in the Euro Global Notes will be limited to participants or persons who hold interests through participants in Euroclear or Clearstream, Luxembourg. Ownership of beneficial interests in the Euro Global Notes will be shown on and the transfer of that ownership will be effective only through, records maintained by Euroclear and Clearstream, Luxembourg or their nominees (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants).

As long as DTC or the Common Depositary, or its respective nominee, is the registered holder of a global note, DTC or the Common Depositary or such nominee, as the case may be, will be considered the sole owner and holder of the notes represented by such global notes for all purposes under the Indenture and the notes. Unless (1) in the case of a Dollar Global Note, DTC notifies Vivendi that it is unwilling or unable to continue as depositary for such global note or ceases to be a “Clearing Agency” registered under the Exchange Act, (2) in the case of a Euro Global Note, Euroclear and Clearstream, Luxembourg notify Vivendi they are unwilling or unable to continue as clearing agency, (3) in the case of a Euro Global Note, the Common Depositary notifies Vivendi that it is unwilling or unable to continue as Common Depositary and a successor Common Depositary is not appointed within 120 days of such notice, or the Common Depositary is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention to cease business permanently, or (4) in the case of any global note, an Event of Default has occurred and is continuing with respect to such note, owners of beneficial interests in such global note will not be entitled to have any portions of such global note registered in their names, will not receive or be entitled to receive physical delivery of notes in certificated form and will not be considered the owners or holders of such global note (or any notes represented thereby) under the Indenture or the Notes. In addition, no

Investors may hold their interests in the Euro Global Notes through Euroclear or Clearstream, Luxembourg, if they are participants in such systems, or indirectly through organizations which are participants in such systems. Investors may hold their interests in the Dollar Global Notes directly through DTC, if they are participants in such system, or indirectly through organizations (including Euroclear and Clearstream, Luxembourg) which are participants in such system. All interests in a global note may be subject to the procedures and requirements of DTC and/or Euroclear and Clearstream, Luxembourg.

Payments of the principal of and interest on Dollar Global Notes will be made to DTC or its nominee as the registered owner thereof. Payments of the principal of and interest on the Euro Global Notes will be made to the order of the Common Depositary or its nominee as the registered owner thereof. Neither Vivendi, the trustee, DTC, the Common Depositary nor any of their respective agents will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the global notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Vivendi expects that DTC or it nominee, upon receipt of any payment of principal or interest in respect of a global note representing any Notes held by it or its nominee, will immediately credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such global note for such Notes as shown on the records of DTC or its nominee. Vivendi expects that the Common Depositary, in its capacity as Paying Agent, upon receipt of any payment of principal or interest in respect of a global note representing any Notes held by it or its nominee, will immediately credit the accounts of Euroclear and Clearstream, Luxembourg, which in turn will immediately credit accounts of participants in Euroclear and Clearstream, Luxembourg with payments in amounts proportionate to their respective beneficial interests in the principal amount of such global note for such Notes as shown on the records of Euroclear and Clearstream, Luxembourg. Vivendi also expects that payments by participants to owners of beneficial interests in such global note held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in “street name”. Such payments will be the responsibility of such participants.

Because DTC, Euroclear and Clearstream, Luxembourg can only act on behalf of their respective participants, who in turn act on behalf of indirect participants and certain banks, the ability of a holder of a beneficial interest in global notes to pledge such interest to persons or entities that do not participate in the DTC, Euroclear or Clearstream, Luxembourg systems, or otherwise take actions in respect of such interest may be limited by the lack of a definitive certificate for such interest. The laws of some countries and some U.S. states require that certain persons take physical delivery of securities in certificated form. Consequently, the ability to transfer beneficial interests in a global note to such persons may be limited. Because DTC, Euroclear and Clearstream, Luxembourg can act only on behalf of participants, which in turn, act on behalf of indirect participants, and certain banks, the ability of a person having a beneficial interest in a global note to pledge such interest to persons or entities that do not participate in the DTC system or in Euroclear and Clearstream, Luxembourg, as the case may be, or otherwise take actions in respect of such interest, may be affected by the lack of a physical certificate evidencing such interest.

Except for trades involving only Euroclear and Clearstream, Luxembourg participants, interests in the Dollar Global Notes will trade in DTC’s Same-Day Funds Settlement System and secondary market trading activity in such interests will therefore settle in immediately available funds, subject in all cases to the rules and procedures or DTC and its participants. Transfers of interests in Dollar Global Notes between participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds. Transfers of interests in Euro Global Notes and Dollar Global Notes between partici-

Subject to compliance with the transfer restrictions applicable to the Notes described above, cross-market transfers of beneficial interests in Dollar Global Notes between DTC participants, on the one hand, and Euroclear or Clearstream, Luxembourg participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, Luxembourg, as the case may be, by its respective depositary; however, such crossmarket transactions will require delivery of instructions to Euroclear or Clearstream, Luxembourg, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, Luxembourg, as the case may be, will, if the transaction meets its settlement requirements deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant global note in DTC and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream, Luxembourg participants may not deliver instructions directly to the depositories for Euroclear or Clearstream, Luxembourg.

Because of time zone differences, the securities account of a Euroclear or Clearstream, Luxembourg participant purchasing an interest in a Dollar Global Note from a DTC participant will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream, Luxembourg participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream, Luxembourg immediately following the DTC settlement date). Cash received in Euroclear or Clearstream, Luxembourg as a result of sales of interests in a global note by or through a Euroclear or Clearstream, Luxembourg participant to a DTC participant will be received with value of the DTC settlement date but will be available in the relevant Euroclear or Clearstream, Luxembourg cash account only as of the business day for Euroclear or Clearstream, Luxembourg following the DTC settlement date.

DTC, Euroclear and Clearstream, Luxembourg have advised Vivendi that they will take any action permitted to be taken by a holder of Notes (including the presentation of Notes for exchange as described below) only at the direction of one or more participants to whose account with DTC or Euroclear or Clearstream, Luxembourg, as the case may be, interests in the global notes are credited and only in respect of such portion of the aggregate principal amount of the Notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default under the Notes, DTC, Euroclear and Clearstream, Luxembourg reserve the right to exchange the global notes for legended notes in certificated form, and to distribute such Notes to their respective participants.

DTC has advised Vivendi as follows: DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve system, a “clearing corporation” within the meaning of the Uniform Commercial Code and a “Clearing Agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical transfer and delivery of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations. Indirect access to the DTC system is available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly (“indirect participants”).

Euroclear and Clearstream, Luxembourg have advised Vivendi as follows: Euroclear and Clearstream, Luxembourg each hold securities for their account holders and facilitate the clearance and settlement of securities transactions by electronic book-entry transfer between their respective account holders, thereby eliminating the need for physical movements of certificates and any risk from lack of simultaneous transfers of securities.

Euroclear and Clearstream, Luxembourg each provide various services, including safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Euroclear and Clearstream, Luxembourg each also deal with domestic securities markets in several countries through established depository and custodial relationships. The respective systems of Euroclear and Clearstream, Luxembourg have established an electronic bridge between their two systems across which their respective account holders may settle trades with each other.

Account holders in both Euroclear and Clearstream, Luxembourg are worldwide financial institutions including underwriters, securities brokers and dealers, trust companies and clearing corporations. Indirect access to both Euroclear and Clearstream, Luxembourg is available to other institutions that clear through or maintain a custodial relationship with an account holder of either system.

An account holder’s overall contractual relations with either Euroclear or Clearstream, Luxembourg are governed by the respective rules and operating procedures of Euroclear or Clearstream, Luxembourg and any applicable laws. Both Euroclear and Clearstream, Luxembourg act under such rules and operating procedures only on behalf of their respective account holders, and have no record of or relationship with persons holding through their respective account holders.

Although DTC, Euroclear and Clearstream, Luxembourg currently follow the foregoing procedures to facilitate transfers of interests in global notes among participants of DTC, Euroclear and Clearstream, Luxembourg, they are under no obligation to do so, and such procedures may be discontinued or modified at any time. Neither Vivendi nor the trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream, Luxembourg or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

If any depositary is at any time unwilling or unable to continue as a depositary for Notes for the reasons set forth above under “— Global Notes”, Vivendi will issue certificates for such Notes in definitive, fully registered, non-global form without interest coupons in exchange for the applicable global notes. Certificates for Notes delivered in exchange for any global note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by DTC, Euroclear, Clearstream, Luxembourg or the Common Depositary (in accordance with their customary procedures).

Certificates for non-global Notes issued in exchange for a global note (or any portion thereof) will bear the applicable restrictive legend unless Vivendi determines otherwise in accordance with applicable law. The holder of a non-global Note may transfer such Note, subject to compliance with the provisions of the applicable legend, by surrendering it at the office or agency maintained by Vivendi for such purpose in The City and State of New York or in Paris, France, which initially will be the offices of the trustee in such locations or, in the case of euro-denominated Notes, to the transfer agent in Luxembourg. Upon the transfer, change or replacement of any note bearing a legend, or upon specific request for removal of a legend on a note, Vivendi will deliver only Notes that bear such legend, or will refuse to remove such legend, as the case may be, unless there is delivered to Vivendi such satisfactory evidence, which may include an opinion of counsel, as may reasonably be required by Vivendi that neither such legend nor any restrictions on transfers set forth therein are required to ensure compliance with the provisions of the Securities Act. Before any Note in non-global form may be transferred to a person who takes delivery in the form of an interest in any global note, the transferor will be required to provide the trustee with evidence as set forth in the indenture and similar to that, and for the same purpose as, mentioned in the immediately preceding sentence. Upon transfer or partial redemption of any Note, new certificates may be obtained from the Trustee or from the transfer agent in Luxembourg.

Notwithstanding any statement herein, Vivendi and the trustee reserve the right to impose such transfer, certification, exchange or other requirements, and to require such restrictive legends on certificates evidencing notes, as they may determine are necessary to ensure compliance with the

You should be aware that investors will only be able to make and receive deliveries, payments and other communications involving Notes through Clearstream, Luxembourg and Euroclear on days when those systems are open for business. Those systems may not be open for business on days when banks, brokers and other institutions are open for business in the United States.

In addition, because of time-zone differences, there may be problems with completing transactions involving Clearstream, Luxembourg and Euroclear on the same business day as in the United States. US investors who wish to transfer their interests in the Notes, or to receive or make a payment or delivery of Notes, on a particular day, may find that the transactions will not be performed until the next business day in Luxembourg or Brussels, depending on whether Clearstream, Luxembourg or Euroclear is used.

Vivendi Universal and the Initial Purchasers entered into a registration rights agreement relating to the Notes on the issue date of the Outstanding Notes. Pursuant to the registration rights agreement, Vivendi Universal agreed to:


	•	file the exchange offer registration statement of which this prospectus is a part with the SEC with respect to a registered offer to exchange the Notes for new Notes of Vivendi Universal (Exchange Notes) having terms substantially identical in all material respects to the Outstanding Notes (except that the Exchange Notes will not contain terms with respect to transfer restrictions or the payment of additional interest); and

	•	use its reasonable best efforts to cause the exchange offer registration statement of which this prospectus is a part to be declared effective under the Securities Act as soon as practicable but not later than 240 days after the issue date of the Notes.

Vivendi Universal is offering the Exchange Notes in exchange for the surrender of the Outstanding Notes. In the registered exchange offer, holders may only exchange (a) Outstanding Dollar Notes for Exchange Dollar Notes, and (b) Outstanding Euro Notes for Exchange Euro Notes. Vivendi Universal will keep the registered exchange offer open for not less than 30 days (or longer if required by applicable law) after the commencement of the exchange offer. For each Outstanding Note surrendered to Vivendi Universal pursuant to the registered exchange offer, the holder of such Outstanding Note will receive an Exchange Note having a principal amount equal to that of the surrendered Outstanding Note. Interest on each Exchange Note will accrue from the last interest payment date on which interest was paid on the Outstanding Note surrendered in exchange therefor or, if no interest has been paid on such Outstanding Note, from the date or its original issue.

Under existing SEC interpretations, the Exchange Notes will be freely transferable by holders other than affiliates of Vivendi Universal after the registered exchange offer without further registration under the Securities Act if the holder of the Exchange Notes represents that it is acquiring the Exchange Notes in the ordinary course of business, that it has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes and that it is not an affiliate of Vivendi Universal, as such terms are interpreted by the SEC; provided that broker-dealers receiving Exchange Notes in the registered exchange offer will have a prospectus delivery requirement with respect to resales of such Exchange Notes. While the SEC has not taken a position with respect to this particular transaction, under existing SEC interpretations relating to transactions structured substantially like the registered exchange offer, participating broker-dealers may fulfill their prospectus delivery requirements with respect to securities received in the exchange offer (other than a resale of securities received in exchange for an unsold allotment of securities) with the prospectus contained in the exchange offer registration statement. Under the registration rights agreement, Vivendi Universal is required to allow participating broker-dealers and other persons, if any, with similar prospectus delivery requirements to use the prospectus contained in the exchange offer registration statement in connection with the resale of such Exchange Notes for 180 days following the effective date of such exchange offer registration statement (or such shorter period during which participating broker-dealers are required by law to deliver such prospectuses).

A holder of Outstanding Notes (other than certain specified holders) who wishes to exchange such Outstanding Notes for Exchange Notes in the registered exchange offer will be required to represent that any Exchange Notes to be received by it will be acquired in the ordinary course of its business and that at the time of the commencement of the exchange offer it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes and that it is not an “affiliate” of Vivendi Universal, as defined in Rule 405 of the Securities Act, or if it is an affiliate of Vivendi Universal, that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. If a holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were


	•	on or prior to the time such registered exchange offer is completed existing interpretations of the staff of the SEC are changed such that the Exchange Notes are not or would not be, upon receipt, transferable by certain holders of the Outstanding Notes; or

	•	for any other reason the registered exchange offer is not consummated within 270 days after the issue date of the Outstanding Notes; or

	•	the registered exchange offer is not available to a holder of Outstanding Notes that notifies Vivendi Universal that it is not eligible to participate in the registered exchange offer,


	•	as soon as practicable but not later than 45 days after any one of the above events, file a shelf registration statement covering resales of the Outstanding Notes or the Exchange Notes, as the case may be;

	•	use its reasonable best efforts to cause the shelf registration statement to be declared effective under the Securities Act no later than 90 days after it is filed; and

	•	keep the shelf registration statement effective until the earliest of (A) the date on which the Notes are sold pursuant to Rule 144 under circumstances in which any legend on the Notes relating to the restriction of transferability is removed by Vivendi Universal or pursuant to the Indenture, (B) the date on which the Notes can be sold pursuant to paragraph (k) of Rule 144 (i.e., without any limitations under clauses (c), (e), (f) and (h) of Rule 144), (C) two years from the effective date of the shelf registration statement and (D) the date on which all Notes registered thereunder are disposed of in accordance therewith.

Vivendi Universal will, in the event a shelf registration statement is filed, among other things, provide to each holder for whom such shelf registration statement was filed copies of the prospectus which forms a part of the shelf registration statement, notify each such holder when the shelf registration statement has become effective and take certain other actions as are required to permit unrestricted resales of the Outstanding Notes or the Exchange Notes, as the case may be. A holder selling such Outstanding Notes or Exchange Notes pursuant to the shelf registration statement generally would be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the registration rights agreements which are applicable to such holder (including certain indemnification obligations).


	•	within 90 days after the issue date of the Outstanding Notes, the exchange offer registration statement of which this prospectus is a part has not been filed with the SEC;

	•	within 45 days after Vivendi Universal may be obligated to file the shelf registration statement, the shelf registration statement has not been filed with the SEC;

	•	within 240 days after the issue date of the Outstanding Notes, the exchange offer registration statement of which this prospectus is a part has not been declared effective;

	•	within 270 days after the issue date of the Outstanding Notes, neither the registered exchange offer has been consummated nor the shelf registration statement has been declared effective; or

	•	after either the exchange offer registration statement of which this prospectus is a part or the shelf registration statement has been declared effective, such registration statement thereafter


		ceases to be effective or usable (subject to certain exceptions) in connection with resales of Outstanding Notes or Exchange Notes in accordance with and during the periods specified in the registration rights agreement (each such event, a “registration default”),

additional interest will accrue on the Outstanding Notes and the Exchange Notes (in addition to the stated interest on the Outstanding Notes and the Exchange Notes) from and including the date on which any such registration default has occurred to but excluding the date on which all registration defaults have been cured. Additional interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of any registration default and will increase by 0.25% per annum at the end of each subsequent 90-day period if any registration default is continuing but in no event will such rate exceed 1.00% per annum in the aggregate regardless of the number of periods in which a registration default occurs or is continuing.

The Outstanding Notes are listed on the Luxembourg Stock Exchange, and we intend to list the Exchange Notes on the Luxembourg Stock Exchange. Vivendi Universal will inform the Luxembourg Stock Exchange and publish a notice in a Luxembourg newspaper in the event of any accrual of additional interest or any other change in the rate of interest payable on the Notes, no later than the commencement of such accrual. In connection with the registered exchange offer:


	•	Vivendi Universal will give notice to the Luxembourg Stock Exchange and will publish in the Luxemburger Wort, a Luxembourg newspaper, an announcement of the beginning of the registered exchange offer and, following completion of such offer, will publish the results of such offer;

	•	Vivendi Universal has appointed The Bank of New York (Luxembourg) S.A., as Luxembourg exchange agent through which all relevant documents with respect to the registered exchange offer are available;

	•	The Luxembourg exchange agent shall perform all agency functions to be performed by any exchange agent, including providing a letter of transmittal and other relevant documents to holders, accepting such documents on Vivendi Universal’s behalf, accepting definitive Notes for exchange, and delivering Exchange Notes to holders entitled thereto; and

	•	Application will be made to list the Exchange Notes on the Luxembourg Stock Exchange. The Exchange Notes will be accepted for clearance through the accounts of DTC, Euroclear and Clearstream and they will have a new common code and a new ISIN number, which will be transmitted to the Luxembourg Stock Exchange. All documents prepared in connection with the Exchange Offer will be available at the office of our agent in Luxembourg and all necessary actions and services in respect of the Exchange Offer may be taken or obtained at the office of our agent in Luxembourg. The agent appointed for these purposes is The Bank of New York (Luxembourg) SA.

The summary herein of certain provisions of the registration rights agreements does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the registration rights agreements, a copy of which is filed as an exhibit to the exchange offer registration statement of which this prospectus is a part, and copies of which are also available upon request to the Initial Purchasers. Please see “Available Information”.

Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of those Exchange Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Outstanding Notes where the Outstanding Notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any resales of the type described. In addition, until [ ], 2003, all broker-dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any resales may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer or the purchasers of those Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of those Exchange Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the Exchange Notes. Any profit on any resale of Exchange Notes and any commissions or concessions received by those persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the expiration date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests those documents in the Letter of Transmittal. We have agreed to pay all expenses incident to the exchange offer, including the expenses of one counsel for the holders of the Notes, other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

Our French counsel had advised us that United States and France are not party to a treaty providing for reciprocal recognition and enforcement of judgments, other than arbitral awards, rendered in civil and commercial matters. According to such counsel, a judgment rendered by any US federal or state court based on civil liability, whether or not predicated solely upon US federal securities laws, enforceable in the United States would not directly be recognized nor enforceable in France. A party in whose favor such judgment was rendered may initiate enforcement proceedings (exequatur) in France before the relevant civil court (Tribunal de Grande Instance). Enforcement in France of such US judgment will be obtained following proper (i.e., non-ex parte) proceeding if the civil court is satisfied that the following conditions are met (which conditions, under prevailing French case law, do not include a review by the French court of the merits of the foreign judgment):


	•	such judgment (i) has been rendered by a court having jurisdiction over the matter both under its own rules of jurisdiction and in accordance with French rules of international conflicts of jurisdiction (ii) and the French courts did not have exclusive jurisdiction over the matter;

	•	the court that rendered such judgment has applied a law which would have been considered appropriate under French rules of international conflicts of laws;

	•	such judgment does not contravene French international public policy rules, both pertaining to the merits and to the procedure of the case;

	•	such judgment is not tainted with fraud;

	•	such judgment does not conflict with a French judgment or a foreign judgment which has become effective in French and there is no risk of conflict with proceedings pending before French courts at the time enforcement of the judgment is sought.

In addition, the discovery process under actions filed in the United States could be adversely affected under certain circumstances by French law No. 68-678 of 26 July 1968 as modified by French law No. 80-538 of 16 July 1980 (relating to communication of documents and information of an economic, commercial, industrial, financial or technical nature to foreign authorities or persons) which may prohibit or restrict the obtaining of evidence in France or from French persons in connection with such actions.

We have also been advised by our French counsel that if an original action is brought in France, French courts may refuse to apply the designated law if its application contravenes French public policy. In an action brought in France on the basis of US federal securities laws, French courts may not have the requisite power to grant the remedies sought.

The validity of the Notes offered hereby and certain other legal matters will be passed upon for us by Cravath, Swaine & Moore LLP, One Ropemaker Street, London, EC2Y 9HR, England. Certain matters as to French law will be passed upon for us by Jean-François Dubos, General Counsel of Vivendi Universal, or another senior corporate counsel designated by us.

The consolidated financial statements of Vivendi Universal incorporated by reference in this prospectus have been audited by Barbier Frinault & Cie, (a member firm of Andersen Worldwide until April 16, 2002 and a member firm of Ernst & Young International thereafter) and RSM Salustro Reydel, independent auditors, to the extent indicated in their reports incorporated by reference. Such consolidated financial statements have been incorporated herein by reference in reliance upon such reports given on the authority of such firms as experts in accounting and auditing.

The Outstanding Notes are listed on the Luxembourg Stock Exchange on the date of this Prospectus. In addition, we intend to list the Exchange Notes on the Luxembourg Stock Exchange. In connection with any such application to list the Notes on the Luxembourg Stock Exchange, a legal notice relating to the issue of the Notes and the documents of formation of the Issuer will be deposited with the Chief Registrar of the District Court in Luxembourg (Greffier en Chef du Tribunal d’Arrondissement à Luxembourg) where such documents may be examined and copies obtained. Our Articles of Association will be published in the Memorial, Journal Officiel du Grand Duché de Luxembourg, Recueil des Sociétés et Associations. It may be inspected by any interested person at the Registre du Commerce du Tribunal d’Arrondissement de et à Luxembourg. Notice of any additional redemption, change of control or any change in the rate of interest payable on the Notes will be published in a Luxembourg newspaper of general circulation (which is expected to be the Luxemburger Wort).

The Notes have been accepted for clearance by DTC, Euroclear and Clearstream, Luxembourg clearance systems.

So long as the Notes are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, copies of our documents of formation, together with this prospectus, the Indenture and our annual reports for the years ended December 31, 2001 through December 31, 2002, as well as all our future quarterly reports and annual reports, will be made available for inspection at the office of our Luxembourg paying agent. In addition, copies of the above documents may be obtained free of charge at such office.

We expect to appoint The Bank of New York (Luxembourg) S.A. as our paying agent in Luxembourg. We reserve the right to vary that appointment and we will publish notice of such change of appointment in a newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort). So long as the Notes are listed on the Luxembourg Stock Exchange and are in global form, a paying agent for the Notes will be maintained in Luxembourg.

Vivendi Universal intends to obtain all necessary consents, approvals and authorizations in connection with the issuance of the Notes. The Board of Vivendi Universal passed authorizing corporate resolutions on July 3, 2002.

According to Chapter IV, article 3, point A/II/2 of the Rules and Regulations of the Luxembourg Stock Exchange, which only apply to transactions made on the Luxembourg Stock Exchange, the Notes shall be freely transferable and therefore no transaction made on the Luxembourg Stock Exchange shall be cancelled. However, holders of the Notes must also comply with other applicable securities laws.

Note 3.2.3 to the Consolidated Financial Statements contained in our Annual Report on Form 20-F for the year ended December 31, 2002 describes a series of transactions that took place during 2002 in connection with the reduction of the Vivendi Universal’s holdings in Veolia Environnement. Under French GAAP, Vivendi Universal continued to consolidate Veolia Environnement until December 31, 2002, when the third and final step in this series of transactions was complete. Under US GAAP, the equity method of accounting was applied beginning July 1, 2002, when the Vivendi Universal’s equity and voting interest was reduced to 48%.

The following unaudited condensed pro forma consolidated statement of income has been prepared in accordance with Rule 11-02 of Regulation S-X, assuming that this reduction in participation occurred on January 1, 2002 and the equity method of accounting was used for all of 2002. The unaudited condensed pro forma consolidated statement of income is not necessarily indicative of the actual results of operations which would have occurred had the reduction in participation occurred on that date, nor is it necessarily indicative of future operating results.

The French commercial code provides that any clause of a corporation’s statuts that conditions legal proceedings against the members of its board of directors or the chief executive officer on the prior approval or on the authorization of the general shareholders’ meeting or which provides in advance for the waiver of such proceedings is void. The French commercial code also provides that a resolution adopted at a general shareholders’ meeting cannot cause the extinction of an action brought against the members of the board of directors or the chief executive officer for damages due to breach of duty in their official capacity.

A policy of directors’ and officers’ liability insurance is maintained by the Registrant which insures directors and officers of the Registrant for losses as a result of claims based upon their acts or omissions as directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.


	(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:


	(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

	(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

	(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that clauses (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.


	(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

	(4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act of 1933 need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.

	(5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions of our statuts or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Act and will be governed by final adjudication of such issue.

	(6) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to


	section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(7) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

	(8) The undersigned registrant hereby undertakes (i) to respond to request for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means; and (ii) to arrange or provide for a facility in the U.S. for the purpose of responding to such requests. The undertaking in subparagraph (i) above includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

	(9) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

	(10) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

	(11) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to part of this registration statement as of the time it was declared effective.

	(12) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form F-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorised, in New York on September 18, 2003.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

We, the undersigned officers and directors of Vivendi Universal, S.A., hereby severally constitute and appoint Jacques Espinasse, Jean-Francois Dubos and George E. Bushnell III (with full power to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

EXHIBITS
Exhibit A                     FORM OF NOTE
Exhibit B                     FORM OF CERTIFICATE OF TRANSFER
Exhibit C                     FORM OF CERTIFICATE OF EXCHANGE

INDENTURE, dated as of July 10, 2003, between Vivendi Universal S.A., a French société anonyme (the “Company”), and The Bank of New York, as trustee (the “Trustee”).

The Company and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the U.S. dollar-denominated 6.25% Senior Notes due 2008 (the “Dollar Notes”) and the euro-denominated 6.25% Senior Notes due 2008 (the “Euro Notes”). The Euro Notes and the Dollar Notes are referred to herein as the “Notes”.

“144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the respective Depositary therefor or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Dollar Notes or Euro Notes, as the case may be, sold in reliance on Rule 144A.


	(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and


	(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person,

“Additional Credit Facility” means any Credit Facility (including the Dual Currency Credit Facility) entered into by the Company or any Restricted Subsidiary (other than Cegetel or any of its Subsidiaries) after the date of this Indenture, and any amendment, restatement, refunding, renewal, replacement or refinancing of an Existing Credit Facility (including in a manner that results in an increase in the amount borrowed thereunder). The extent to which a Additional Credit Facility may benefit from Liens or Subsidiary guarantees is described under Sections 4.12 and 4.19 hereof.

“Additional Notes” means additional notes (other than the Initial Notes) issued from time to time under this Indenture in accordance with Sections 2.02 and 4.09 hereof.


	(1) “Comparable Treasury Issue” means the U. S. Treasury security selected by the Quotation Agent as having a final maturity most nearly equal to the period from such redemption

date to the final maturity of the Notes, and that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of U.S. dollar denominated corporate debt securities in a principal amount approximately equal to the then outstanding principal amount of the Dollar Notes and of a maturity most nearly equal to the final maturity of the Notes; provided, however, that, if the period from such redemption date to the maturity date of the relevant series of Dollar Notes is less than one year, a fixed maturity of one year shall be used;


	(2) “Comparable Treasury Price” means, with respect to any redemption date:


	(a) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third Business Day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for US Government Securities”; or

	(b) if such release (or any successor release) is not published or does not contain such prices on such Business Day, (a) the average of the Reference Treasury Dealer Quotations for such redemption date (which in any event, must include at least two such quotations), after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (b) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations.


	(3) “Reference Treasury Dealer” means any primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”) appointed by the Company in consultation with the Trustee.

	(4) “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and offered prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such redemption date.

	(5) “Quotation Agent” means the Reference Treasury Dealer appointed by the Company to act as the Quotation Agent after consultation with the Trustee.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings. Notwithstanding the foregoing, no Person (other than the Company or any Subsidiary of the Company) in whom a Receivables Subsidiary makes an Investment in connection with a Receivables Program shall be deemed to be an Affiliate of the Company or any of its Subsidiaries solely by reason of such Investment.

“Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent.

“Applicable Premium” means with respect to any Note on any redemption date the greater of:


	(a) the present value at such redemption date of (i) the principal amount of such Note plus (ii) all required interest payments due on such Notes to and including their final maturity (excluding accrued but unpaid interest) computed using a discount rate equal to the Bund Rate as of such redemption date (in the case of Euro Notes) or the Adjusted Treasury Rate as of such redemption date (in the case of Dollar Notes), in each case, plus 50 basis points; over

	(b) the principal amount of such Note.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary with respect thereto that apply to such transfer or exchange.


	(1) the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole shall be governed by the provisions of Section 4.15 hereof and/or the provisions of Section 5.01 hereof and not by the provisions of Section 4.10 hereof; and


	(2) the issuance of Equity Interests by any of the Company’s Restricted Subsidiaries.

In any VUE Asset Sale in which the transferee assumes the outstanding Class B preferred stock of Vivendi Universal Entertainment LLLP, either directly or through the acquisition of Vivendi Universal Entertainment LLLP, the transfer of the common shares of USA Interactive owned by the Company as of the date of this Indenture to such transferee in connection with the assumption of obligations by that transferee under such Class B preferred stock will not be regarded as a separate Asset Sale.

Notwithstanding the preceding, none of the following items shall be deemed to be an Asset Sale.


	(1) any single transaction or series of related transactions that involves Equity Interests or assets having a fair market value of less than €20 million;


	(2) a transfer of assets between or among the Company and one or more of its Restricted Subsidiaries (including any Person that becomes a Restricted Subsidiary in connection with such transaction);


	(3) an issuance of Equity Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary;


	(4) the sale or lease of inventory or accounts receivable in the ordinary course of business;


	(5) any sale or other disposition of Receivables and Related Assets pursuant to or in connection with a Receivables Program;


	(6) any sale, lease or other disposition in the ordinary course of business of obsolete, worn out or damaged equipment no longer being used by the Company or its Restricted Subsidiaries;


	(7) any sale or disposition deemed to occur in connection with creating or granting any Permitted Lien;


	(9) a Restricted Payment or Permitted Investment that is permitted by Section 4.07 hereof.

“Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such lease, determined in accordance with GAAP.

“Bankruptcy Law” means (i) with respect to the Company, Section six (livre sixième) of the French commercial code (Code de commerce) and any implementation decree mentioned in such Section and (ii) with respect to any other Person, title 11, U.S. Code or any similar U.S. federal or state law for the relief of debtors.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” shall be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the passage of time or occurrence of a subsequent condition within the control of that person. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.


	(1) with respect to a corporation, the board of directors of the corporation or, except in the context of the definitions of “Change of Control” and “Continuing Directors,” any committee thereof;


	(2) with respect to a partnership, the Board of Directors of the general partner of the partnership; and


	(3) with respect to any other Person, the board or committee of such Person serving a similar function.

“Broker-dealer” has the meaning set forth in the Registration Rights Agreement.

“Bund Rate” means, with respect to any redemption date, the rate per annum equal to the equivalent yield to maturity as of such date of the Comparable German Bund Issue, assuming a price for the Comparable German Bund Issue (expressed as a percentage of its principal amount) equal to the Comparable German Bund Price for such redemption date, where:


	(1) “Comparable German Bund Issue” means the German Bundesanleihe security selected by any Reference German Bund Dealer as having a final maturity most nearly equal to the period from such redemption date to the final maturity of the Notes, and that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of Euro denominated corporate debt securities in a principal amount approximately equal to the then outstanding principal amount of the Euro Notes and of a maturity most nearly equal to the final maturity of the Notes; provided, however, that, if the period from such redemption date to the maturity date of the Euro Notes is less than one year, a fixed maturity of one year shall be used;

	(2) “Comparable German Bund Price” means, with respect to any redemption date, the average of all Reference German Bund Dealer Quotations for such date (which, in any event, must include at least two such quotations), after excluding the highest and lowest such Reference German Bund Dealer Quotations, or if the Company obtains fewer than four such Reference German Bund Dealer Quotations, the average of all such quotations;

	(3) “Reference German Bund Dealer” means any dealer of German Bundesanleihe securities appointed by the Company in consultation with the Trustee; and

	(4) “Reference German Bund Dealer Quotations” means, with respect to each Reference German Bund Dealer and any relevant date, the average as determined by the Company, of the bid and offered prices for the Comparable German Bund Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference German Bund Dealer at 3.30 p.m. Frankfurt, Germany time on the third Business Day preceding such redemption date.


	(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;


	(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and


	(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person,


	(1) U.S. dollars, euros and any other currency that is freely convertible into U.S. dollars or euros without legal restrictions and which is used by the Company or any of the Restricted Subsidiaries holding such other currency in the ordinary course of its business;


	(2) securities issued or directly and fully guaranteed or insured by the government of France, Germany, the United Kingdom or the United States or any agency or instrumentality of such government (provided that the full faith and credit of such government is pledged in support of those securities) having maturities of not more than one year from the date of acquisition;


	(3) certificates of deposit and euro and dollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any commercial bank having capital and surplus in excess of $500 million and a Thomson Bank Watch Rating (or the successor thereto) of “B” or better;


	(4) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;


	(5) commercial paper having the highest rating obtainable from Moody’s or S&P and in each case maturing within one year after the date of acquisition; and


	(6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.

“Cegetel Minority Interest Percentage” means at any time the proportion of Capital Stock of Cegetel, held by Persons who are not Affiliates of the Company at any time.

“Cegetel Shareholders Agreement” means the Shareholders Agreement, dated May 14, 1997, among the shareholders of Cegetel, as amended, novated or replaced from time to time.


	(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act);


	(2) the adoption of a plan relating to the liquidation or dissolution of the Company;

(3) the consummation of any transaction (including, without limitation, any merger or consolidation) or series of related transactions the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Company, measured by voting power rather than number of shares; or


	(4) during any consecutive two-year period, the first day on which a majority of the members of the Board of Directors of the Company who were members of the Board of Directors at the beginning of such period are not Continuing Directors.

“Common Depositary” means The Bank of New York as common depositary for Euroclear and Clearstream with respect to the Euro Global Notes, and any successor entity thereto.

“Company” means Vivendi Universal S.A., a French société anonyme, and any and all successors thereto.


	(1) the EBITDA of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or distributions paid in cash (or to the extent converted into cash) to or by the specified Person or a Restricted Subsidiary of the Person;

(2) the EBITDA of any Restricted Subsidiary for the relevant period will be excluded to the extent that the declaration or payment of dividends or similar distributions (including by intercompany loan) by that Restricted Subsidiary in respect of that EBITDA is at the date of determination not permitted, in each case (a) without any prior governmental approval (that has not been obtained) or (b) directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its shareholders, whether as a result of the need for a third-party approval (that has not been obtained) or otherwise (including, for the avoidance of doubt, the terms of the Cegetel Shareholders Agreement and the Maroc Shareholders Agreement, in each case as in effect on the date of this Indenture); provided that the terms of the Vivendi Universal Entertainment LLLP Term Loan Facility, or any refinancing of such facility containing similar restrictions on dividends and intercompany loans, shall not result in the exclusion of the EBITDA of any member of the VUE Group if on the date of determination at least $50 million in dividends or similar distributions (including by intercompany loans) to the Company would be permitted;


	(3) the cumulative effect of a change in accounting principles will be excluded; and


	(4) the EBITDA of any Unrestricted Subsidiary will be included to the extent distributed or otherwise paid in cash (or to the extent converted into cash) to the specified Person or one of its Restricted Subsidiaries.

“Consolidated Financial Debt” means Indebtedness of the Company and its Subsidiaries on a consolidated basis reported as “Financial Debt” or under a similar heading in its financial statements, plus to the extent not included in “Financial Debt” the amount of any preferred stock or Capital Lease Obligation, in each case calculated in accordance with GAAP applied on a basis consistent with past practice.

“Consolidated Interest Expense” means, for any period, the total interest expense of a Person and its consolidated Restricted Subsidiaries, including any periodic cash payments in respect of

preference shares, determined on a consolidated basis in accordance with GAAP, net of any interest income, plus, to the extent not included in such total interest expense and to the extent incurred by such Person or its Restricted Subsidiaries and included in Consolidated Net Income, without duplication:


	(1) interest expense attributable to Capital Lease Obligations and imputed interest with respect to Attributable Debt;


	(5) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financings;


	(6) net costs associated with interest rate swap, cap or collar agreements and other agreements designed to protect such Person against fluctuations in interest rates;


	(8) any premiums, fees, discounts, expenses and losses on the sale of Receivables and Related Assets (and any amortization thereof) payable in connection with a Receivables Program,

(a) in the case of Consolidated Interest Expense incurred by Cegetel, Maroc Telecom or their respective Restricted Subsidiaries only, during such period and for so long as the Cegetel Shareholders Agreement or the Maroc Shareholders Agreement (or any amendment, novation or replacement thereof), as applicable, contains a restriction on dividend payments or intercompany loans that results in less than all the EBITDA of Cegetel or Maroc Telecom and their respective Restricted Subsidiaries being included in Consolidated Adjusted EBITDA of the Company for that period, an amount equal to such Consolidated Interest Expense; and

(b) in the case of Consolidated Interest Expense incurred by the VUE Group during a period when some or all of the Consolidated Adjusted EBITDA of the VUE Group was excluded from the calculation of the Company’s Consolidated Adjusted EBITDA because of restrictions in place on intercompany loans, dividends or other distributions under the terms of agreements or instruments binding on the VUE Group, the amount of Consolidated Interest Expense incurred by the VUE Group during such period.


	(1) the Net Income of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the


	amount of dividends or distributions paid in cash (or to the extent converted into cash) to or by the specified Person or a Restricted Subsidiary of the Person;

(2) the Net Income of any Restricted Subsidiary for the relevant period shall be excluded to the extent that the declaration or payment of dividends or similar distributions (including by intercompany loan) by that Restricted Subsidiary in respect of that Net Income is at the date of determination not permitted, in each case (a) without any prior governmental approval (that has not been obtained) or, (b) directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its shareholders, whether as a result of the need for a third-party approval (that has not been obtained) or otherwise (including, for the avoidance of doubt, the terms of the Cegetel Shareholders Agreement and the Maroc Shareholders Agreement, in each case as in effect on the date of this Indenture); provided that the terms of the Vivendi Universal Entertainment LLLP Term Loan Facility or any refinancing of such facility containing similar restrictions on dividends and intercompany loans shall not result in the exclusion of the Net Income of any member of the VUE Group if on the date of determination, at least $50 million in dividends or similar distributions (including by intercompany loans) to the Company would be permitted;


	(3) the cumulative effect of a change in accounting principles shall be excluded; and


	(4) the Net Income of any Unrestricted Subsidiary shall be included to the extent distributed or otherwise paid in cash (or to the extent converted into cash) to the specified Person or one of its Restricted Subsidiaries.

“Consolidated Total Assets” means the total assets after deducting therefrom (1) any item representing investments in Unrestricted Subsidiaries and (2) all goodwill recorded in relation to such assets, in each case as set forth on the most recent balance sheet of the Company and its consolidated Restricted Subsidiaries and computed in accordance with GAAP.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who:


	(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 11.02 hereof or such other address as to which the Trustee may give notice to the Company in accordance with Section 11.02.

“Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement with respect to currency values.


	(a) in the case of any Global Note held through DTC, the Trustee, as custodian for DTC with respect to such Global Note, and


	(b) in the case of any Global Note held through Euroclear or Clearstream, The Bank of New York, as common depositary for Euroclear and Clearstream with respect to such Global Note, or any successor entity thereto.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to any Global Note, the Person specified in Section 2.03 hereof as the Depositary with respect to such Global Note and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Designated Amount” means as of the date of this Indenture an amount equal to €2,100 million, which amount shall be reduced from time to time by the sum, without duplication, of (i) the aggregate amount of all Net Proceeds of Asset Sales applied pursuant to mandatory prepayment provisions of Tranche A of the Dual Currency Credit Facility or Additional Credit Facilities to repay any term indebtedness under any such Additional Credit Facility, or to repay revolving credit indebtedness under any such Additional Credit Facility and to correspondingly reduce commitments thereunder, in each case to the extent such Indebtedness was incurred under clause (B) or (C) of Section 4.09(b)(1) hereof and (ii) the aggregate amount of any undrawn and available capacity under any such Additional Credit Facility that is cancelled pursuant to mandatory prepayment or cancellation provisions as a result of any Asset Sale or the application of proceeds therefrom; provided that the Designated Amount shall not be reduced below €1,000 million.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable (other than redeemable only for Capital Stock that is not itself Disqualified Stock), pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.07 hereof.

“Dollar Note” has the meaning assigned to it in the preamble to this Indenture.

“Dual Currency Credit Facility” means the €2,500 million credit facility, dated May 13, 2003, among the Company, certain of its Subsidiaries, and a syndicate of banks, as amended, restated, refunded,

renewed, replaced or refinanced (including by increasing the amount borrowed thereunder) in whole or in part from time to time.

“EBITDA” means, with respect to any specified Person for any period, the operating income (loss) of such Person for such period, determined in accordance with GAAP, adjusted by:


	(1) deducting any gain and adding back any loss, together with any related provision for taxes on such gain (but not loss), realized in connection with (a) any Asset Sale or (b) the extinguishments of any Indebtedness of such Person or any of its Restricted Subsidiaries;


	(2) deducting any exceptional or non-recurring gain and adding back any exceptional or non-recurring loss, including any restructuring charges, together with any related provision for taxes on such exceptional or non-recurring gain (but not loss); and

(3) adding back depreciation of fixed assets and amortization of goodwill and acquired intangible assets and other non-cash expenses or charges (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person for such period to the extent that such depreciation, amortization and other non-cash expenses or charges were deducted in computing such operating income.

“Equity Offering” means any primary private or public offering of Equity Interests of the Company (other than Disqualified Stock) to Persons who are not Subsidiaries of the Company other than (1) public offerings with respect to the Company’s common stock registered on Form S-8 and (2) issuances upon exercise of options by employees of the Company or any of its Restricted Subsidiaries.

“Euro Equivalent” means with respect to any monetary amount in a currency other than euros, at any time of determination thereof, the amount of euros obtained by converting such foreign currency involved in such computation into euros at the average of the spot rates for the purchase and sale of euros with the applicable foreign currency as published in The Financial Times on the date two Business Days prior to such determination. Except as described under Section 4.09 hereof, whenever it is necessary to determine whether the Company has complied with any covenant in this Indenture or a Default has occurred and an amount is expressed in a currency other than euros, such amount shall be treated as the Euro Equivalent determined as of the date such amount is initially determined in such currency.

“Euro Note” has the meaning assigned to it in the preamble to this Indenture.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof and any Private Exchange Notes issued in a Private Exchange. References to the “Notes” in this Indenture shall include any Exchange Notes issued hereunder.

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“Existing Credit Facility” means any Credit Facility of the Company or its Restricted Subsidiaries in effect on the date of this Indenture. The Company will provide to the Trustee on or prior to the date of this Indenture a list of all such Credit Facilities and the amounts outstanding thereunder.

“Existing Indebtedness” means (i) any Indebtedness of the Company and its Restricted Subsidiaries in existence or committed to be incurred on the date of this Indenture, until such amounts are repaid, and (ii) in the case of a revolving Credit Facility, the borrowing of Indebtedness up to the amount outstanding under such revolving Credit Facility at the date of this Indenture pursuant to commitments in effect under such revolving Credit Facility at the date of this Indenture, unless such commitments are cancelled as a result of any repayment.

For purposes of Section 4.09(b)(2) hereof, the only Indebtedness of the Company or its Restricted Subsidiaries committed to be incurred on the date of this Indenture is (i) the agreement between certain members of the VUE Group and the Blackstone Group that the Blackstone Group will lend to certain members of the VUE Group up to approximately $22.5 million in respect of its share of certain distributions from the Universal City Development Partners, Ltd. joint venture between the Blackstone Group and certain members of the VUE Group, and (ii) the obligation of a subsidiary of Vivendi Universal Entertainment LLLP under the Shanghai Theme Park Joint Venture Agreement to provide a project completion guarantee in respect of the Shanghai theme park joint venture on a pro rata basis based on its 25% interest in the joint venture.

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:


	(1) the Consolidated Interest Expense of such Person and its Restricted Subsidiaries for such period; plus


	(2) any interest expense on Indebtedness of any Person other than such Person or any of its Restricted Subsidiaries to the extent such Indebtedness is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(3) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and estimated in a manner consistent with GAAP.

“Fixed Charge Coverage Ratio” means, for any four-quarter period, the ratio of the Consolidated Adjusted EBITDA of the Company and its Restricted Subsidiaries for such period to the Fixed Charges of the Company and its Restricted Subsidiaries for such period. In the event that the Company or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio (and its

components) shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.


	(1) acquisitions or dispositions that have been made by the Company or any of its Restricted Subsidiaries, including through mergers, consolidations or Investments and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date (including any acquisitions or dispositions made during such reference period or subsequent to such reference period and on or prior to the Calculation Date by any Person that became a Restricted Subsidiary or was merged with and into the Company or any of its Restricted Subsidiaries on or prior to such Calculation Date) shall be given pro forma effect as if they had occurred on the first day of the four-quarter reference period and Consolidated Adjusted EBITDA for such reference period shall be calculated on a pro forma basis consistent with Regulation S-X under the Securities Act;

	(2) interest on Capital Lease Obligations and Attributable Debt shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capital Lease Obligation or Attributable Debt in accordance with GAAP;

	(3) the consolidated interest expense attributable to interest on (a) any Indebtedness computed on a pro forma basis that was not outstanding during the period for which the computation is being made but which bears, at the option of such Person, a fixed or floating rate of interest, shall be computed by applying, at the option of such Person, either the fixed or floating rate and (b) borrowings under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such borrowings during the applicable period;

	(4) the interest rate on any Indebtedness that bears a floating rate of interest shall be calculated as if the weighted average interest rate that would have been applicable to such Indebtedness over the latest 12-month period ending on the last calendar month immediately prior to the Calculation Date had been the applicable rate on such Indebtedness for the entire reference period, taking into account any Hedging Obligation designed to protect such Person or any of its Restricted Subsidiaries against fluctuations in interest rates (including any agreement that exchanges a fixed rate interest obligation for a floating rate interest obligation) applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of the shorter of (i) the remaining term of such Indebtedness or (ii) 12 months;

	(5) the Consolidated Adjusted EBITDA attributable to discontinued operations, as determined in accordance with GAAP, shall be excluded; and

	(6) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, shall be excluded, but only to the extent that the obligations giving rise to such Fixed Charges shall not be obligations of the Company or any of its Restricted Subsidiaries following the Calculation Date.

“GAAP” means generally accepted accounting principles as in effect in France from time to time, consistently applied; provided that all ratios and computations contained or referred to in this Indenture shall be computed in conformity with GAAP as in effect on the date of this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A hereto issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.

“Global Note Legend” means the legend set forth in Section 2.06(g)(2), which is required to be placed on all Global Notes issued under this Indenture.

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States or France and the payment for which any such government pledges its full faith and credit.

“Guarantee” means a direct or indirect guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), provided in any manner, including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:


	(1) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and

	(2) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent and without duplication:


	(1) in respect of borrowed money;

	(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

	(3) in respect of bankers’ acceptances;

	(4) representing Capital Lease Obligations;

	(5) representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable, or similar obligations to trade creditors; or

	(6) representing any Hedging Obligations,

secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any indebtedness of any other Person.

The amount of any Indebtedness outstanding as of any date shall be: (1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; and (2) the principal amount of the Indebtedness, in the case of any other Indebtedness.

Notwithstanding the foregoing, “Indebtedness” shall not include (a) advance payments by customers, vendors or distributors in the ordinary course of business for services or products to be provided or delivered in the future or (b) deferred taxes.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” means the $935 million aggregate principal amount of Dollar Notes or the €325 million aggregate principal amount of Euro Notes, as the case may be, issued under this Indenture on the date hereof.

“Investment Grade Rating” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s) and BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) (or, in each case, if such Rating Agency ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any Rating Agency selected by the Company as a replacement Rating Agency).

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for value of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Company’s Investments in such Restricted Subsidiary that were not sold or disposed of in an amount determined as provided in Section 4.07(c) hereof; provided that, in lieu thereof and with respect to a VUE Asset Sale only, the Company may elect by notice to the Trustee delivered at the date of completion of such sale or disposition to treat a disposition of Equity Interests in a member of the VUE Group as a sale of all (and not less than all) of the Company’s Equity Interests in that member of the VUE Group, the consideration for which, for purposes of Section 4.10 hereof, shall be deemed to include (a) the Company’s retained Equity Interests in such entity (which shall be deemed to be consideration other than cash or Cash Equivalents unless converted into cash in accordance with the terms of that Section) and (b) any other consideration received by the Company in connection with such transaction. “Investments” shall exclude extensions of trade credit by the Company or any of its Restricted Subsidiaries in the ordinary course of business.

“Letter of Transmittal” means the letter of transmittal to be prepared by the Company and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Maroc Minority Interest Percentage” means at any time the proportion of Capital Stock of Maroc Telecom held by Persons who are not Affiliates of the Company at that time.

“Maroc Shareholders Agreement” means the Shareholders Agreement, dated December 19, 2000, among the shareholders of Maroc Telecom, as amended, novated or replaced from time to time.

“Multicurrency Revolving Credit Facility” means the €3,000 million multicurrency revolving credit facility, dated March 15, 2002, as amended on February 6, 2003, and further amended and restated by an agreement, dated May 13, 2003, among the Company, certain of its Subsidiaries and a syndicate of banks, as amended, restated, refunded, renewed, replaced or refinanced in whole or in part from time to time; provided that for the purposes of Section 4.12 and 4.19 hereof, references to the Multicurrency Revolving Credit Facility shall only include amounts under such facility in excess of €3,000 million to the extent such amounts were incurred under clause 1(C) of Section 4.09(b) hereof.


	(1) any gain or loss, together with any related provision for taxes on such gain (but not loss), realized in connection with (a) any Asset Sale; or (b) the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and

	(2) any exceptional or non-recurring gain or loss, including restructuring charges, together with any related provision for taxes on such exceptional or non-recurring gain (but not loss).

“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of:


	(1) costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, sales commissions, recording fees, title transfer fees, appraisal fees and any relocation expenses incurred as a result of the Asset Sale and taxes paid or payable as a result of the Asset Sale,


	(2) amounts required to be applied to the repayment of Indebtedness, other than Indebtedness under a Credit Facility, secured by a Lien on the asset or assets that were the subject of such Asset Sale;

(3) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Company or any of its Restricted Subsidiaries after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction; and


	(4) all distributions or other payments made to minority interest holders or joint ventures required in connection with the Asset Sale.


	(1) as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise or (c) constitutes the lender; and

(2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Notes) of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of such other Indebtedness of the Company or any of its Restricted Subsidiaries to be accelerated or payable prior to its Stated Maturity.

“Non-Recourse Product Financing” means any Indebtedness incurred by the Company or any Restricted Subsidiary solely for the purpose of financing (whether directly or through a partially-owned joint venture) the production, acquisition or development of items of Product (including any Indebtedness assumed in connection with the acquisition of any such items of Product or secured by a Lien on any such items of Product prior to the acquisition thereof) where the recourse of the creditor in respect of that Indebtedness is limited to Product revenues generated by such items of Product or any rights pertaining thereto and where the Indebtedness is unsecured save for Liens over such items of Product or revenues and such rights, and any extension, renewal, replacement or refinancing of such Indebtedness. “Product Financing” excludes, for the avoidance of doubt, any Indebtedness raised or secured against Products where the proceeds are used for any other purposes.

“Non-Recourse Project Finance Indebtedness” means any Indebtedness to finance a project incurred by the Company or any Restricted Subsidiary (the “relevant Group member”) which has no activity or assets other than those comprised in the project and acquired, constructed or developed with the proceeds of such Indebtedness and in respect of which the person to whom that Indebtedness is owed by the Company or any Restricted Subsidiary has no recourse whatsoever to the Company or any Restricted Subsidiary for the repayment of or payment of any sum relating to that Indebtedness other than:


	(1) recourse to the Company or such Restricted Subsidiary for amounts limited to its interest in the aggregate cash flow or net cash flow (other than historic cash flow or historic net cash flow) from the project; and/or


	(2) recourse to the Company or such Restricted Subsidiary for the purpose only of enabling amounts to be claimed in respect of that Indebtedness on an enforcement of any Lien given by the Company or such Restricted Subsidiary over the assets comprised in that project to secure the Indebtedness; and/or


	(3) recourse to a shareholder of the Company or such Restricted Subsidiary for the purpose only of enforcement of any Lien given by that shareholder over shares (or the like) of the Company or such Restricted Subsidiary to secure that Indebtedness.

“Notes” has the meaning assigned to it in the preamble to this Indenture. The Initial Notes and the Additional Notes shall be treated as a single class for all purposes under this Indenture, except as described under Article 9 hereof, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.

“Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 11.05 hereof.

“Opinion of Counsel” means an opinion from legal counsel that meets the requirements of Section 11.05 hereof. The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company.

“Participant” means, with respect to any Depositary, a Person who is a participant of or has an account with such Depositary, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

“Permitted Business” means any business conducted by the Company or any of its Restricted Subsidiaries on the date of this Indenture, any reasonable extension thereof, and any additional business reasonably related, incidental, ancillary or complementary thereto.


	(1) any Investment in the Company or in a Restricted Subsidiary of the Company;

	(2) any Investment in Cash Equivalents;

	(3) any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment:


	(a) such Person becomes a Restricted Subsidiary of the Company; or

	(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company;


	(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.10 hereof;


	(5) any Investment made solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company;


	(6) any Investments received in compromise of obligations of trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer;


	(8) Investments constituting loans, advances or extensions of credit (including indemnity arrangements) to employees, officers and directors made in the ordinary course of business;

(9) Investments in existence on the date of this Indenture and an Investment in any Person to the extent such Investment replaces or refinances an Investment in such Person existing on the date of this Indenture in an amount not exceeding the amount of the Investment being replaced or refinanced; provided, however, that the new Investment is on terms and conditions no less favorable to the Company than the Investment being renewed or replaced;


	(10) an Investment in a trust, limited liability company, special purpose entity or other similar entity in connection with a Receivables Program; provided, however, that the only assets transferred to such trust, limited liability company, special purpose entity or other similar entity consist of Receivables and Related Assets of such Receivables Subsidiary;


	(11) Investments in any of the Notes or the exchange Notes to be issued pursuant to the Registration Rights Agreement;


	(12) Guarantees of Indebtedness of the Company or any of its Restricted Subsidiaries issued in accordance with Sections 4.09 and 4.19 hereof;


	(13) receivables owing to the Company or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable under the circumstances;


	(14) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;


	(15) Investments in any Person to the extent such Investments consist of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits, in each case made in the ordinary course of business by the Company or any Restricted Subsidiary; and


	(16) Any Investment made to acquire Product or interests therein in the ordinary course of business consistent with past practice, including by way of forming and/or funding joint


	ventures, provided that this clause will only apply to the Company’s film, television and music businesses; and

(17) other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (17) since the date of this Indenture and then outstanding not to exceed €40 million taking into account repayments of such investments in cash or property at fair market value.


	(1) Liens securing Indebtedness and other Obligations incurred under (i) clause (1)(A), (B) or (C) of Section 4.09(b) hereof or (ii) the Multicurrency Revolving Credit Facility;

(3) Liens on property or shares of Capital Stock of a Person existing at the time such Person is merged with or into or consolidated with or becomes a Subsidiary of the Company or any Restricted Subsidiary of the Company, provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Restricted Subsidiary;


	(4) Liens on assets existing at the time of acquisition of the assets by the Company or any Restricted Subsidiary of the Company, provided that such Liens were in existence prior to the contemplation of such acquisition;


	(5) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;


	(6) Liens (i) to secure Indebtedness (including Capital Lease Obligations) permitted by Section 4.09(b)(4) hereof covering only the assets acquired with such Indebtedness or (ii) in respect of Attributable Debt permitted under Section 4.16 hereof;


	(7) Liens (i) existing or required to be granted under the terms of Indebtedness as in effect on the date of this Indenture, or (ii) granted in respect of such Indebtedness that replace any such liens referred to in this subclause (i); provided that such replacement Liens cover only the assets subject to the Liens being replaced;


	(8) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;


	(9) Liens on Receivables and Related Assets to reflect sales of receivables pursuant to a Receivables Program permitted by Section 4.09(b)(12) hereof covering only the Receivables and Related Assets sold under such Receivables Program;


	(10) Liens in favor of issuers of tender, bid, surety, appeal or performance bonds or letters of credit or bankers’ acceptances issued pursuant to the request of and for the account of the Company or any Restricted Subsidiary in the ordinary course of its business;


	(11) Liens on assets of a Restricted Subsidiary securing Indebtedness of that Restricted Subsidiary;


	(12) Liens incurred in the ordinary course of business of the Company or any Restricted Subsidiary of the Company with respect to obligations that do not exceed €15 million at any one time outstanding;

(13) Liens securing Permitted Refinancing Indebtedness incurred to refinance Indebtedness that was previously so secured, provided that any such Lien is limited to all or part of the same property or assets (plus assets or property affixed or appurtenant thereto or proceeds in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness being refinanced or is in respect of property that is the security for a Permitted Lien;


	(14) Liens securing Non-Recourse Product Financing or Non-Recourse Project Finance Indebtedness;


	(15) Liens securing Hedging Obligations so long as such Hedging Obligations are permitted to be incurred under this Indenture; and


	(16) Liens on assets or shares of Capital Stock of Unrestricted Subsidiaries that secure Non-Recourse Debt of Unrestricted Subsidiaries.

“Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries or preferred stock of a Restricted Subsidiary issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness) or preferred stock of a Restricted Subsidiary; provided that:

(1) the principal amount (or accreted value, if applicable) or liquidation amount, as applicable, of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) or liquidation amount, as applicable, of the Indebtedness or preferred stock of a Restricted Subsidiary extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness or preferred stock of a Restricted Subsidiary and the amount of all expenses and premiums incurred in connection therewith);

(2) such Permitted Refinancing Indebtedness (a) has a final maturity date no earlier than the earlier of (i) the final maturity of the Indebtedness or preferred stock of a Restricted Subsidiary being extended, refinanced, renewed, replaced, defeased or refunded and (ii) one year and one day after the final maturity of the Notes, and (b) has (i) a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Indebtedness or preferred stock of a Restricted Subsidiary being extended, refinanced, renewed, replaced, defeased or refunded or (ii) no payments of principal, amortization payments, sinking fund payments or similar payments required to be made in respect thereof prior to one year and one day after the final maturity of the Notes;

(3) if the Indebtedness or preferred stock of a Restricted Subsidiary being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

(4) such Indebtedness is incurred either by the Company or, if a Restricted Subsidiary is the obligor on the Indebtedness or preferred stock being extended, refinanced, renewed, replaced, defeased or refunded, by that Restricted Subsidiary or its Subsidiaries. The Company shall not be entitled to guarantee any Permitted Refinancing Indebtedness incurred by a Restricted Subsidiary unless the Indebtedness or preferred stock being refinanced was originally guaranteed by the Company.

“Private Placement Legend” means the legend set forth in Section 2.06(g)(1) to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.


	(2) acquires (or shall acquire upon delivery) an equity interest or distribution rights; and

the term “items of Product” shall include the scenario, screenplay or script upon which such Product is based, all of the properties thereof, tangible or intangible, and whether now in existence or hereafter to be made or produced, whether or not in possession of the Company or any Restricted Subsidiary, and all rights therein and thereto of every kind and character.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Rating Agency” means (1) each of Moody’s and S&P and (2) if Moody’s or S&P ceases to rate the Notes for reasons outside of the control of the Company, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company as a replacement agency for Moody’s or S&P, as the case may be.

“Receivables Program” means, with respect to any Person, any accounts receivable securitization program pursuant to which such Person pledges, sells or otherwise transfers or encumbers

its accounts receivable, including a trust, limited liability company, special purpose entity or other similar entity.

“Receivables Subsidiary” means a Wholly Owned Subsidiary of the Company or a Restricted Subsidiary of the Company (or another Person in which the Company or any Restricted Subsidiary of the Company makes an Investment and to which the Company or any Restricted Subsidiary of the Company transfers Receivables and Related Assets) which engages in no activities other than in connection with the financing of Receivables and Related Assets and which is designated by the Board of Directors of the Company as a Receivables Subsidiary.

“Registration Rights Agreement” means the Exchange and Registration Rights Agreement, dated as of July 10, 2003, among the Company and the other parties named on the signature pages thereof, relating to the Notes, as such agreement may be amended, modified or supplemented from time to time, and, with respect to any Additional Notes, one or more registration rights agreements among the Company and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Company to the purchasers of Additional Notes to register such Additional Notes under the Securities Act.

“Regulation S Global Note” means a Global Note bearing the Private Placement Legend and deposited with or on behalf of the respective Depositary (or the common depositary) therefor and registered in the name of the respective Depositary (or the common depositary) therefor or its nominee, issued in a denomination equal to the outstanding principal amount of the Dollar Notes or the Euro Notes, as the case may be, initially sold in reliance on Rule 903 of Regulation S.

“Responsible Officer,” when used with respect to the Trustee, means any officer within the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” of a Person means any Subsidiary of that Person that is not an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s Ratings Service, a division of The McGraw Hill Companies, and its successors.

“Sale and Leaseback Transaction” means any arrangement with any Person providing for the leasing by the Company or any Restricted Subsidiary of any properties or assets of the Company and/or such Restricted Subsidiary (except for leases between the Company and any Restricted Subsidiary, between any Restricted Subsidiary and the Company or between Restricted Subsidiaries), which properties or assets have been or are to be sold or transferred by the Company or such Subsidiary to such Person with the intention of taking back a lease of such properties or assets.

“Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

“Special Interest” means interest payable on the Notes in the event of a Registration Default (as defined in the Registration Rights Agreement), the amount of which shall be determined as provided in the Registration Rights Agreement.

"Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid (including with respect to sinking fund obligations) in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.


	(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

	(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“TIA” means the U.S. Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date on which this Indenture is qualified under the TIA.

“Trustee” means the party named as such in the preamble to this Indenture until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“Unrestricted Global Note” means a permanent Global Note substantially in the form of Exhibit A attached hereto that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary therefor or its nominee, representing a series of Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Subsidiary” means each Subsidiary of the Company that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that each such Subsidiary:


	(1) has no Indebtedness other than Non-Recourse Debt;

	(2) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time in a comparable transaction from Persons who are not Affiliates of the Company;

	(3) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

	(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries.

Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Company shall be in default of Section 4.09. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of the outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

“U.S. GAAP” means generally accepted accounting principles in the United States as in effect from time to time.

“U.S. Person” means a U.S. Person as defined in Rule 902 under the Securities Act.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:


	(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal or liquidation amount, as applicable, including payment at final maturity, in respect of the Indebtedness or preferred stock, by (b) the number of years (calculated to the nearest one-twelfth) that shall elapse between such date and the making of such payment; by

	(2) the then outstanding principal amount of such Indebtedness or liquidation amount of preferred stock, as applicable.

“Wholly Owned Subsidiary” of any specified Person means a Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person and/or by one or more Wholly Owned Subsidiaries of such Person.

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes means the Company and any successor obligor upon the Notes.

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.


	(1) a term has the meaning assigned to it;

	(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

	(3) “or” is not exclusive;

	(4) words in the singular include the plural, and in the plural include the singular;

	(5) “will” shall be interpreted to express a command;


	(6) provisions apply to successive events and transactions; and

	(7) references to sections of or rules under the Securities Act will be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to time.

(a) General. The Notes shall be issued in series of fixed rate senior unsecured notes consisting of U.S. dollar-denominated 6.25% Senior Notes due 2008 and euro-denominated 6.25% Senior Notes due 2008. Each series of Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof, or of €1,000 and integral multiples thereof, as the case may be.

The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

(b) Global Notes. Notes issued in global form will be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes of such series as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian therefor, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

(c) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Global Notes that are held by Participants through Euroclear or Clearstream.

An Officer must sign the Notes for the Company by manual or facsimile signature.

If the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid.

A Note will not be valid until authenticated by the manual signature of the Trustee. The signature will be conclusive evidence that the Note has been authenticated under this Indenture.

On the date of this Indenture, the Trustee shall, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate the Initial Notes for original issue up to $975,000,000 in aggregate principal amount of 6.25% Senior Notes due 2008 and €500,000,000 in aggregate principal amount of 6.25% Senior Notes due 2008, as the case may be, and, upon delivery of any Authentication Order at any time and from time to time thereafter, the Trustee shall authenticate Additional Notes and Exchange Notes for original issue in an aggregate principal amount specified in such Authentication Order.

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

The Company will maintain offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”) and offices or agencies where Notes may be presented for payment (each, a “Paying Agent”). Offices or agencies of the Registrar and Paying Agent (a) for the Dollar Notes, will be maintained in the Borough of Manhattan, the City of New York, and, for so long as the Dollar Notes are listed on the Luxembourg Stock Exchange, in Luxembourg, and (b) for the Euro Notes, will be maintained in the Borough of Manhattan, the City of New York, in London, England, and, for so long as the Euro Notes are listed on the Luxembourg Stock Exchange, in Luxembourg. The Registrar will keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company will notify the Trustee in writing of the name and address of any Paying Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Dollar Global Notes and Euroclear and Clearstream to act as Depositaries with respect to the Euro Global Notes. The Bank of New York will act as Common Depositary for the Euro Global Notes on behalf of Euroclear and Clearstream.

The Company initially appoints the Trustee to act as the Registrar and Paying Agent in New York and London and to act as Custodian with respect to the Global Notes, and initially appoints The Bank of New York (Luxembourg) S.A. as Registrar and Paying Agent in Luxembourg.

The Company will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium or Special Interest, if any, or interest on the Notes, and will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon payment over to the Trustee, the Paying

Agent (if other than the Company or a Subsidiary) will have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee and the Bank of New York (Luxembourg) S.A. will serve as Paying Agents for the Notes.

The Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company will furnish to the Trustee at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Company shall otherwise comply with TIA § 312(a).

(a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the applicable Depositary to a nominee of the applicable Depositary, by a nominee of the applicable Depositary to the applicable Depositary or to another nominee of the applicable Depositary, or by the applicable Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a series will be exchanged by the Company for Definitive Notes if:


	(1) in the case of a Dollar Global Note, the Company delivers to the Trustee notice from the applicable Depositary (i) that such Depositary is unwilling or unable to continue to act as Depositary, (ii) that such Depositary is no longer a clearing agency registered under the Exchange Act or (iii) that such Depositary is unwilling or unable to continue to act as clearing agency and, in each case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary;

	(2) in the case of a Euro Global Note, the Company delivers to the Trustee notice (i) from Euroclear and Clearstream that they are unwilling or unable to continue to act as clearing agencies or (ii) from the Common Depositary that the Common Depositary is unwilling or unable to continue to act as Common Depositary and, in either case, a successor clearing agency or Common Depositary is not appointed by the Company within 120 days after the date of such notice from the Euroclear and Clearstream or the Common Depositary, as the case may be;

	(3) in the case of a Euro Global Note, Euroclear or Clearstream is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention to cease business permanently; or

	(4) there has occurred and is continuing an Event of Default with respect to the Notes.

Upon the occurrence of any of the events listed in the preceding clauses (1) to (4) of this Section 2.06(a), or if the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Definite Notes under this Indenture, the Company shall execute, and the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver Definitive Notes of the series and in an aggregate principal amount equal to the principal amount of the applicable Global Note in exchange therefor. The Company will, at the cost of the Company (but against such indemnity as the Registrar or any relevant Agent may require in respect of any tax or other duty of whatever nature which may be

levied or imposed in connection with such exchange), cause sufficient Definitive Notes to be executed and delivered to the Trustee for authentication and the Registrar for registration of the exchange and dispatch to the relevant Holders within 30 days of the relevant event. The Trustee or the Registrar shall, at the cost of the Company, deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Definitive Notes issued in exchange for beneficial interests in Global Notes pursuant to this Section 2.06(a) shall be registered in such names and in such authorized denominations as the applicable Depositary, pursuant to instructions from its direct or indirect Participants or otherwise, shall instruct the Trustee. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes will be effected through the applicable Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:


	(1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that transfers of beneficial interests in the Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person prior to the expiration of the 40-day “Distribution Compliance Period” under Regulation S, unless such person is a “Distributor” as defined in Rule 902. Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1).

	(2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar both (i) a written order from a Participant or an Indirect Participant given to the applicable Depositary in accordance with the Applicable Procedures directing the applicable Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged, and (ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase.

Upon consummation of an Exchange Offer by the Company in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.


	(3) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof


	in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:


	(A) if the transferee will take delivery in the form of a beneficial interest in a 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and

	(B) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and:


	(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

	(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

	(C) such transfer is effected by a Broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

	(D) the Registrar receives the following:


	(i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

	(ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the appropriate certifications in item (3) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c) Transfer or Exchange of Beneficial Interests for Definitive Notes. If any one of the events listed in clauses (1) to (4) of this Section 2.06(a) has occurred or the Company has elected pursuant to Section 2.06(a) to cause the issuance of Definitive Notes, transfers or exchanges of beneficial interests in a Global Note for a Definitive Note shall be effected, subject to the satisfaction of the conditions set forth in the applicable subclauses of this Section 2.06(c).

(1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:


	(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

	(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

	(C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

	(D) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (4) thereof.

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute and upon receipt of an Authentication Order the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.


	(2) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:


	(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

	(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

	(C) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

	(D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

	(E) such transfer is effected by a Broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

	(F) the Registrar receives the following:


	(i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

	(ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the appropriate certifications in item (3) thereof;

and, in each such case set forth in this subparagraph (F), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.


	(3) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the

conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company will execute and upon receipt of an Authentication Order the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the applicable Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will not bear the Private Placement Legend.

(1) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:


	(A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

	(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

	(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

	(D) if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (4) thereof,

	the Trustee will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, and in the case of clause (C) or (D) above, the Regulation S Global Note.


	(2) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:


	(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-dealer, (ii) a Person participating in the distribution


	of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

	(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

	(C) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof;

	(D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

	(E) such transfer is effected by a Broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

	(F) the Registrar receives the following:


	(i) if the Holder of such Restricted Definitive Note proposes to exchange such Restricted Definitive Note for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

	(ii) if the Holder of such Restricted Definitive Note proposes to transfer such Restricted Definitive Note to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the appropriate certifications in item (3) thereof;


	Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee will cancel the Definitive Note and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

	(3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).


	(1) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:


	(A) if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

	(B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

	(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof.


	(2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:


	(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

	(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

	(C) such transfer is effected by a Broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or


	(i) if the Holder of such Restricted Definitive Note proposes to exchange such Note for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

	(ii) if the Holder of such Restricted Definitive Note proposes to transfer such Note to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the appropriate certifications in item (3) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.


	(3) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate:


	(1) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered into the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-dealers, (B) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Company; and

	(2) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer.

Concurrently with the issuance of such Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount. If, upon completion (as determined in accordance with Section 2(a) of the Registration Rights Agreement) of the Exchange Offer, any Holder holds Initial Notes, the Company may thereafter issue and deliver to such Holder, in exchange (a “Private Exchange”) for the Initial Notes held by such Holder, a like principal amount of debt securities of the Company issued under this Indenture and identical in all material respects to the Initial Notes (the “Private Exchange Notes”); provided that the Company shall have obtained certifications and other evidence reasonably satisfactory to the Company that any such Holder may receive Private Exchange Notes in such Private Exchange in compliance with applicable securities laws. The Exchange Notes issued in the Exchange Offer and the Private Exchange Notes shall be issued in the same series under this Indenture and shall have the same CUSIP, Common Code, ISIN and/or other identification numbers.

(g) Legends. The following legends will appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.


	(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

	“THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY THE INITIAL INVESTOR (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (5) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES AND (B) BY SUBSEQUENT INVESTORS, AS SET FORTH IN (A) ABOVE, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES”.

	(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend.


	(2) Global Dollar Note Legend. Each Dollar Global Note will bear a legend in substantially the following form:


	“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

	UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A

WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN”.


	(3) Global Euro Note Legend. Each Euro Global Note will bear a legend in substantially the following form:


	“THIS GLOBAL NOTE IS HELD BY THE COMMON DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

	UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE COMMON DEPOSITARY TO A NOMINEE OF THE COMMON DEPOSITARY OR BY A NOMINEE OF THE COMMON DEPOSITARY TO THE COMMON DEPOSITARY OR ANOTHER NOMINEE OF THE COMMON DEPOSITARY OR BY THE COMMON DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR COMMON DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR COMMON DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY (WHICH SHALL INITIALLY BE THE BANK OF NEW YORK, 101 BARCLAY STREET, FLOOR 21W, NEW YORK, NEW YORK) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY (AND ANY PAYMENT IS MADE TO THE COMMON DEPOSITARY OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY), ANY TRANSFER,


	PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE COMMON DEPOSITARY, HAS AN INTEREST HEREIN”.

(h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.


	(1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s request.

	(2) No service charge will be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof).

	(3) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

	(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

	(5) The Company will not be required:


	(A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection;

	(B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or

	(C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.


	(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.

	(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.

	(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note.

If, after the delivery of such replacement Note, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment or registration such original Note, the Trustee shall be entitled to recover such replacement Note from the Person to whom it was delivered or any Person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Company, the Trustee, any Agent and any authenticating agent in connection therewith.

Subject to the provisions of the final sentence of the preceding paragraph of this Section 2.07, every replacement Note is an obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(b) hereof.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.

If the entire principal amount and premium, if any, of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest.

For purposes of determining whether the Holders of the requisite principal amount of Notes have taken any action as herein described, the principal amount of Dollar Notes shall be deemed to be the Euro Equivalent of such principal amount of Dollar Notes as of (i) if a record date has been set with respect to the taking of such action, such date or (ii) if no such record date has been set, the date the taking of such action by the Holders of such requisite principal amount is certified to the Trustee by the Company.

Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an Agent duly appointed in writing or may be embodied in or evidenced by an electronic transmissions which identifies the documents containing the proposal on which such consent is requested and certifies such Holders’ consent thereto and agreement to be bound thereby; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee, and where it is hereby expressly required, to the Company.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned will be so disregarded.

Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, will authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Company considers appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Company will prepare and the Trustee will authenticate definitive Notes in exchange for temporary Notes.

Holders of temporary Notes will be entitled to all of the benefits of this Indenture.

The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will dispose of such canceled Notes (subject to the record retention requirements of the Exchange Act) in its customary manner unless the Company directs the Trustee to deliver canceled Notes to the Company. The Company may not issue new Notes to replace Notes that it has redeemed or paid or that have been delivered to the Trustee for cancellation.

If the Company defaults in a payment of interest on the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Company will notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Company will fix or cause to be fixed each such special record date and payment date, provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) will mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

(a) All payments made by the Company under or with respect to the Notes will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (hereinafter, “Taxes") imposed or levied by or on behalf of the government of France or any other jurisdiction in which the Company is organized or is a resident for tax purposes or within or through which payment is made or any political subdivision or taxing authority or agency thereof or therein (any of the aforementioned being a “Taxing Jurisdiction"), unless the Company is required to withhold or deduct any such Taxes by law or by the interpretation or administration thereof.

(b) If the Company is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to a Note, the Company will, to the extent permitted by applicable law, pay such additional amounts (“Additional Amounts") as may be necessary so that the net amount received by the Holder of such Note (including Additional Amounts) after such withholding or deduction of such Taxes will not be less than the amount such Holder would have received if such Taxes had not been required to be withheld or deducted; provided, however, that notwithstanding the foregoing, Additional Amounts will not be paid with respect to:


	(1) any Taxes that would not have been so imposed, deducted or withheld but for the existence of any present or former connection between the Holder or beneficial owner of such Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the Holder or beneficial owner of such Note, if the Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and the relevant Taxing Jurisdiction (other than the mere receipt of such payment or the ownership or holding of or the execution, delivery, registration or enforcement of such Note);

	(2) subject to Section 2.13(f) hereof, any estate, inheritance, gift, sales, excise, transfer or personal property tax or similar tax, assessment or governmental charge;

	(3) any Taxes payable otherwise than by deduction or withholding from payments under or with respect to such Note;

	(4) any Taxes that would not have been so imposed, deducted or withheld if the Holder or beneficial owner of such Note or beneficial owner of any payment on such Note had (i) made an accurate declaration of non-residence or any other claim or filing for exemption to which it is entitled or (ii) complied with any certification, identification, information, documentation or other reporting requirement concerning the nationality, residence, identity or


	connection with the relevant Taxing Jurisdiction of such Holder or beneficial owner (provided that such declaration of non-residence or other claim or filing for exemption or such compliance is required by the applicable law of the relevant Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of imposition, deduction or withholding of, such Taxes, and at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption or such compliance is required under the applicable law of the Taxing Jurisdiction, the relevant Holder at that time has been notified by the Company, or any other person through whom payment may be made, that a declaration of non-residence or other claim or filing for exemption or such compliance is required to be made);

	(5) any Taxes that would not have been so imposed, deducted or withheld if the beneficiary of the payment had presented such Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30-day period);

	(6) any payment under or with respect to a Note to any Holder that is a fiduciary or partnership or any person other than the sole beneficial owner of such payment or Note, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment or Note would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note;

	(7) any withholding or deduction imposed on a payment that is made pursuant to the European Union Directive on the taxation of savings implementing the conclusions of the European Council of Economic and Finance Ministers (ECOFIN) meeting on June 3, 2003, or any law implementing or complying with, or introduced in order to conform to, such Directive;

	(8) any withholding or deduction that is imposed on a Note presented for payment by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting such Note to another paying agent in a member state of the European Union if the Holder of the Note is a resident in the European Union, or to another Paying Agent in the United States if the Holder of the Note is a resident in the United States; or

	(9) any combination of items (1) through (8) above.

The foregoing provisions shall survive any termination or discharge of this Indenture and shall apply mutatis mutandis to any Taxing Jurisdiction with respect to any successor Person to the Company.

(c) The Company will also make any applicable withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company will furnish to the Trustee certified copies or tax receipts or, if such tax receipts are not reasonably available to the Company, such other documentation that provides reasonable evidence of such payment by the Company. Copies of such receipts or other documentation will be made available to the Holders or the Paying Agents, as applicable, upon request.

(d) At least 30 days prior to each date on which any payment under or with respect to any Note is due and payable, unless such obligation to pay Additional Amounts arises after the 30th day prior to such date, in which case it shall be promptly paid thereafter, if the Company will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee and the

Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee and Paying Agent to pay such Additional Amounts to Holders of such Note on the payment date. Each Officers’ Certificate shall be relied upon until receipt of a further Officers’ Certificate addressing such matters.

(e) Whenever in this Indenture there is mentioned, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

(f) The Company will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery, enforcement or registration of the Notes, this Indenture or any other document or instrument in relation thereto; provided, however, that no such payments will be made in respect of any taxes, charges or similar levies imposed by any jurisdiction outside any jurisdiction in which the Company or any successor Person is organized or resident for tax purposes, or any jurisdiction in which a Paying Agent is located, other than those resulting from, or required to be paid in connection with, the enforcement of the Notes or any other document or instrument following the occurrence of an Event of Default with respect to the Notes, and the Company agrees to indemnify the Holders of the Notes for any such non-excluded taxes paid by such Holders.

If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date, an Officers’ Certificate setting forth:


	(1) the clause of this Indenture pursuant to which the redemption shall occur;

	(2) the redemption date;

	(3) the principal amount of each series of Notes to be redeemed; and

	(4) the redemption price.

If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select Notes for redemption or purchase as follows:


	(1) if the applicable Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which they are listed; or

	(2) if the applicable Notes are not listed on any national securities exchange or the relevant national securities exchange does not have any applicable requirements, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate.

In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased will be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption or purchase date by the Trustee from the outstanding Notes not previously called for redemption or purchase.

The Trustee will promptly notify the Company in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in amounts of $1,000 or whole multiples of $1,000, or of €1,000 or whole multiples of €1,000, as the case may be; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000 or of €1,000, as the case may be, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60 days before a redemption date, the Company will mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Article 8 or 10 of this Indenture. Notices of redemption shall not be conditional. So long as any series of the Notes is listed on the Luxembourg Stock Exchange and if required by the rules of the Luxembourg Stock Exchange, notice will be given to the Luxembourg Stock Exchange and published in Luxembourg in a daily leading newspaper with general circulation in Luxembourg.


	(1) the redemption date;

	(2) the redemption price;

	(3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note;

	(4) the name and address of the Paying Agent;

	(5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

	(6) that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

	(7) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

	(8) that no representation is made as to the correctness or accuracy of the CUSIP, ISIN or Common Code number, if any, listed in such notice or printed on the Notes.

At the Company’s request, the Trustee will give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company has delivered to the Trustee, at least 45 days prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price.

No later than one Business Day prior to the redemption or purchase price date, the Company will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued interest and Special Interest, if any, on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest and Special Interest, if any, on, all Notes to be redeemed or purchased.

If the Company complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Upon surrender of a Note that is redeemed or purchased in part, the Company will issue and, upon receipt of an Authentication Order, the Trustee will authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered.

(a) At any time, the Company may at its option redeem all or part of the Notes upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus the Applicable Premium plus accrued and unpaid interest and Special Interest, if any, to the applicable redemption date.

(b) At any time prior to July 15, 2006, the Company may at its option on any one or more occasions redeem up to 35% of the aggregate principal amount of each series of the Notes issued under this Indenture at a redemption price equal to 106.25% of the principal amount for the Notes, plus in each case accrued and unpaid interest and Special Interest, if any, to the redemption date, with the net cash proceeds of an Equity Offering; provided that:


	(1) The Company received at least €50 million in gross proceeds from such Equity Offering;

	(2) at least 65% of the initial aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and

	(3) the redemption occurs within 120 days of the date of the closing of such Equity Offering.

(c) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

In the event that, pursuant to Section 4.10 hereof, the Company is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it shall follow the procedures specified below.

The Asset Sale Offer shall be made to all Holders of Notes. The Asset Sale Offer will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased will be made in the same manner as interest payments are made.

If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, and Special Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

Upon the commencement of an Asset Sale Offer, the Company will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer, will state:


	(1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer will remain open;

	(2) the Offer Amount, the purchase price and the Purchase Date;

	(3) that any Note not tendered or accepted for payment will continue to accrue interest;

	(4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest after the Purchase Date;


	(5) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in integral multiples of $1,000 or of €1,000 only, as the case may be;

	(6) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

	(7) that Holders will be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

	(8) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company will select the Notes to be purchased on a pro rata basis based on the principal amount of Notes surrendered (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000 or integral multiples thereof, or of €1,000 or integral multiples thereof, as the case may be, will be purchased); and

	(9) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer).

On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee, upon written request from the Company will authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on the Purchase Date.

Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

The Company may, at its option, redeem all, but not less than all, of the then outstanding Notes of a series at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to the redemption date. This redemption applies only if as a result of any amendment to, or change in, the laws or treaties (including any rulings or regulations promulgated thereunder) of France or any other jurisdiction in which the Company is organized or is a resident for tax purposes or within or through which payment is made or any political subdivision or taxing authority or

agency thereof or therein (or, in the case of Additional Amounts payable by a successor Person to the Company, of the jurisdiction in which such successor Person is organized or is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein) or any amendment to or change in any official position concerning the interpretation, administration or application of such laws, treaties, rulings or regulations (including a holding by a court of competent jurisdiction), which amendment or change is effective on or after the date of this Indenture (or, in the case of Additional Amounts payable by a successor Person to the Company, the date on which such successor Person became such pursuant to applicable provisions of this Indenture), that the Company has become or will become obligated to pay Additional Amounts (as described in Section 2.13 hereof) on the next date on which any amount would be payable with respect to such Notes and the Company determines in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures available to the Company.

No such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts if a payment in respect of such Notes were then due, or later than 180 days after such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to the mailing of any notice of redemption described above, the Company shall deliver to the Trustee (i) a certificate stating that the Company is entitled to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company so to elect to redeem have occurred and (ii) an Opinion of Counsel qualified under the laws of the relevant jurisdiction to the effect that the Company or such successor Person, as the case may be, has or will become obligated to pay such Additional Amounts as a result of such amendment or change.

The Company shall pay or cause to be paid the principal of, premium, if any, and interest and Special Interest, if any, on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Special Interest, if any will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. New York Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. The Company will pay all Special Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement.

The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Special Interest (without regard to any applicable grace period) at the same rate.

If a Paying Agent pays out on or after the due date therefor, or becomes liable to pay out funds on the assumption that the corresponding payment by the Company has been or will be made and such payment has in fact not been so made by the Company, then the Company shall on demand reimburse the Paying Agent for the relevant amount, and pay interest to the Paying Agent on such amount from the date on which it is paid out to the date of reimbursement at a rate per annum equal to the cost to the Paying

Agent of funding the amount paid out, as certified by the Paying Agent and expressed as a rate per annum.

The Company shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) (a) for the Dollar Notes, in the Borough of Manhattan, the City of New York, and, for so long as the Dollar Notes are listed on the Luxembourg Stock Exchange, in Luxembourg, and (b) for the Euro Notes, in New York, in London, and, for so long as the Euro Notes are listed on the Luxembourg Stock Exchange, in Luxembourg, where (i) Notes may be surrendered for registration of transfer or for exchange and (ii) notices and demands to or upon the Company in respect of the Notes and this Indenture may be served, provided that in the case of clause (ii) above as it applies to the Euro Notes, such office may be maintained in Paris, France. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York and London, England for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

(a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Trustee and Holders of Notes:


	(1) within the time periods specified by the SEC’s rules and regulations, all financial information that would be required to be contained in a filing with the SEC on Form 20-F if the Company were required to file such Form, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and a report on the Company’s annual financial statements by the Company’s certified independent accountants;

	(2) within 90 days after the end of each of the first three fiscal quarters of each fiscal year, (a) quarterly financial statements (including a consolidated statement of income, consolidated balance sheet and consolidated statement of cash flows) of the Company prepared in accordance with generally accepted accounting principles in France as in effect at the time of such financial statements with a reconciliation to U.S. GAAP of net income, interest expense, EBIT and net debt and (b) a statement of management regarding the Company’s financial position and results of operations, in each case (except for the U.S. GAAP information) that is substantially similar in scope and detail to the information publicly released by the Company in respect of its financial results for the first six months of each fiscal year (it being understood, for the avoidance of doubt, that statements that include the information that the Company would be required to include in a Quarterly Report on Form 10-Q if the Company were subject to an


	obligation to file such Quarterly Reports shall be sufficient to satisfy the Company’s obligations under this clause (2)(b)); and


	(3) within the time periods specified by the SEC’s rules and regulations, all current reports that would be required to be filed with the SEC on Form 6-K if the Company were required to file such reports.

To the extent GAAP in effect from time to time differs in any material respect from GAAP in effect on the date of this Indenture, the Company will separately prepare and deliver to the Trustee and Holders of the Notes with its annual financial statements a reasonably detailed reconciliation to GAAP as in effect on the date of this Indenture with respect to the financial items necessary to ascertain compliance with the covenants set forth in this Indenture.

In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, whether or not required by the SEC, the Company will file or furnish a copy of all of the information and reports referred to in clauses (1), (2) and (3) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request and through publication on its internet website or similar means of electronic dissemination. The Company will at all times comply with TIA § 314(a).

(b) For so long as any Notes remain outstanding, the Company will furnish to the Trustee and Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(a) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

(b) So long as any of the Notes are outstanding, the Company will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

The Company shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to delinquency, all Taxes except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenant that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

(a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:


	(1) declare or pay any dividend or make any other payment or distribution on account of the Company’s Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company);

	(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company;

	(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal at the Stated Maturity thereof (other than Indebtedness permitted under clauses (2) or (7) of Section 4.09(b) hereof and the purchase, repurchase or other acquisition of subordinated Indebtedness with a Stated Maturity earlier than the maturity of the Notes purchased in anticipation of satisfying a payment of principal at the Stated Maturity thereof, within one year of such Stated Maturity; or

	(4) make any Restricted Investment (all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as “Restricted Payments"),

	unless, at the time of and after giving effect to such Restricted Payment:

	(a)		no Default or Event of Default has occurred and is continuing or would occur as a consequence thereof;

	(b)		the Company could incur at least €1.00 of additional Indebtedness pursuant to Section 4.09(a) hereof; and

	(c)		with respect to a Restricted Payment of the type described in clause (1) or (2) of the definition of Restricted Payments above, a period of not less than 365 days has elapsed since April 8, 2003; and

	(d)		such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after April 8, 2003 (excluding Restricted Payments


	permitted by clauses (3), (4), (5), (6), (7) or (10) of Section 4.07(b) hereof), is less than the sum, without duplication, of:

	(A)		50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from April 1, 2003 to the end of the Company’s most recently ended fiscal quarter for which financial statements are publicly available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus

	(B)		100% of the aggregate net cash proceeds received by the Company since April 8, 2003 (i) as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or (ii) from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company upon conversion into or exchange for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company), plus

	(C)		to the extent that any Restricted Investment that was made after April 8, 2003 is sold for cash or otherwise liquidated or repaid for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment, plus

	(D)		to the extent that any Unrestricted Subsidiary of the Company is redesignated as a Restricted Subsidiary after April 8, 2003, the fair market value of the Company’s Investment in such Subsidiary as of the date of such redesignation (or, if such redesignation occurs within one year of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary, the lesser of (i) such fair market value and (ii) the fair market value of such Subsidiary as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary).


	(1) the payment of any dividend or distribution on, or any redemption of, Equity Interests, within 60 days after the date of declaration or notice thereof, if at the date of declaration or notice the dividend payment, distribution or redemption would have complied with the provisions of this Indenture;

	(2) Investments that the Company or its Restricted Subsidiaries are required to make as the result of the exercise of rights by persons that are not Affiliates of the Company pursuant to contracts or agreements in effect as of the date of this Indenture that (i) are referred to in Note 11.3 to the Company’s consolidated financial statements included in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2002, as filed with the SEC on June 30, 2003 or (ii) do not exceed €100 million in the aggregate;


	(3) the purchase, repayment, prepayment, redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of the Company or any Restricted Subsidiary or of any Equity Interests of the Company in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary) of Equity Interests of the Company (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such purchase, repayment, prepayment, redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from Section 4.07(a)(i)(B) hereof;

	(4) the purchase, repayment, prepayment, redemption, repurchase, retirement, defeasance or other acquisition of subordinated Indebtedness of the Company or any Restricted Subsidiary (a) with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness or (b) from Net Proceeds from any Asset Sale to the extent permitted under clause (3) of Section 4.10 hereof;

	(5) so long as no Default or Event of Default shall have occurred and be continuing, the purchase, redemption, repurchase or other acquisition or retirement for value of any Equity Interests of the Company from employees, former employees, directors or former directors of the Company or any of its Subsidiaries or their authorized representatives pursuant to any management equity plan, share option plan or any other management or employee benefit plan or agreement with respect to the management, directors or employees of the Company and its Subsidiaries; provided that the aggregate price paid for all such purchased, redeemed, repurchased, acquired or retired Equity Interests may not exceed €3 million in any twelve-month period;

	(6) repurchases of Equity Interests deemed to occur upon (a) the exercise of stock options, warrants or convertible securities issued as compensation if such Equity Interests represent a portion of the exercise price thereof and (b) the withholding of a portion of the Equity Interests granted or awarded to an employee to pay taxes associated therewith;

	(7) the declaration and payment of dividends to holders of any class or series of Disqualified Stock or preferred stock of the Company issued in accordance with Section 4.09 hereof to the extent such dividends are included in the definition of Fixed Charges;

	(8) in connection with a VUE Asset Sale, any Restricted Investment or other Restricted Payment for the purpose of defeasing the outstanding preferred stock of Vivendi Universal Entertainment LLLP in accordance with the VUE Partnership Agreement, the amount of which Restricted Investment or Restricted Payment does not exceed the costs of the acquisition of the property necessary in order to effect such defeasance and costs directly incidental thereto;

	(9) equity contributions to the joint venture formed for the purpose of developing a theme park in Shanghai, People’s Republic of China, pursuant to the Shanghai Theme Park Joint Venture Agreement in aggregate amounts of up to €80 million; and

	(10) so long as no Default or Event of Default shall have occurred and be continuing, other Restricted Payments in an aggregate amount at any time outstanding not to exceed €15 million; provided that any repayments or other reductions in the amount outstanding under this clause (10) shall not also be counted for purposes of Section 4.07(a)(4)(d)(C) hereof.

(c) The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the assets or securities proposed to be transferred or issued by the Company

or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this Section 4.07 will be determined in good faith (a) in the case of assets or securities valued at €40 million or less, by a senior financial officer of the Company and set forth in an Officers’ Certificate to the Trustee, and (b) in the case of assets or securities valued at more than €40 million, by the Company’s Board of Directors and set forth in an Officers’ Certificate delivered to the Trustee.

(a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:


	(1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries;

	(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or

	(3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

(b) The restrictions in Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason of:


	(1) the Dual Currency Credit Facility or agreements or instruments in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, supplements, replacements or refinancings of the Dual Currency Credit Facility or those agreements or instruments, provided that the encumbrances or restrictions contained in the Dual Currency Credit Facility or any such amendments, modifications, restatements, renewals, supplements, replacements or refinancings taken as a whole, are not materially less favorable to the Holders of the Notes than the encumbrances or restrictions contained in agreements or instruments in place on the date of this Indenture;

	(2) this Indenture, the Notes and the exchange Notes to be issued pursuant to the Registration Rights Agreement;

	(3) any applicable law, rule, regulation or order;

	(4) any agreement or instrument relating to Indebtedness or Capital Stock of a Person acquired by, or merged, consolidated or otherwise combined with or into the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the property or assets of the Person so acquired, and any amendments, modifications, restatements, renewals, supplements, replacements or refinancings of those instruments, provided that the encumbrances or restrictions contained in any such amendments, modifications, restatements, renewals, supplements, replacements or refinancings, taken as a whole, are not materially less favorable to the Holders of the Notes than the encumbrances or restrictions contained in agreements or instruments in effect on the date of acquisition;


	(5) customary non-assignment provisions in leases or other agreements entered into in the ordinary course of business;

	(6) an agreement or instrument relating to any Indebtedness, Disqualified Stock or preferred stock of a Restricted Subsidiary permitted to be incurred or issued subsequent to the date of this Indenture pursuant to the provisions of Section 4.09 hereof if (i) the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders of the Notes than the encumbrances and restrictions contained in the agreements relating to Indebtedness, Disqualified Stock or preferred stock, as appropriate, of that Restricted Subsidiary in effect on the date of this Indenture, or (ii) in the event such Restricted Subsidiary did not have any Indebtedness, Disqualified Stock or preferred stock outstanding on the date of this Indenture, such encumbrance or restriction will not impair the ability of the Company to make payments of principal, interest and other amounts on the Notes in any material respect;

	(7) the terms of any preferred stock issued by any Restricted Subsidiary of the Company; provided, however, that the terms of such preferred stock do not impose any consensual encumbrance or restriction on the ability of the Restricted Subsidiary to pay dividends or make distributions on its Capital Stock except in a manner that is no more restrictive than the following, as determined in good faith by the Board of Directors of the Company and evidenced by a resolution adopted by such Board of Directors:


	(A) dividends and distributions on Capital Stock of the Restricted Subsidiary may not be declared or paid or set apart for payment at any time when the Restricted Subsidiary has not declared and paid any dividends or distributions on such preferred stock which are required to be declared and paid as a precondition to dividends or distributions on other Capital Stock of the Restricted Subsidiary;

	(B) distributions upon the liquidation, dissolution or winding up of the Restricted Subsidiary, whether voluntary or involuntary (“Liquidating Distributions”), may not be made on the Capital Stock of the Restricted Subsidiary at any time when such preferred stock is entitled to receive Liquidating Distributions which have not been paid; and

	(C) dividends and distributions on Capital Stock of the Restricted Subsidiary may not be declared or paid or set apart for payment at any time when such preferred stock is required to be, but has not been, redeemed pursuant to mandatory redemption provisions that do not require such preferred stock to be redeemed prior to the Stated Maturity of the Notes;


	(8) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in Section 4.08(a)(3) hereof;

	(9) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;

	(10) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness, taken as a whole, are not materially more restrictive than those contained in the agreements governing the Indebtedness being refinanced;


	(11) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 or 4.16 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;

	(12) customary provisions in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business that will not impair the ability of the Company to make payments of principal, interest and other amounts on the Notes in any material respect;

	(13) restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; and

	(14) with respect to a Receivables Subsidiary, encumbrances and restrictions that are imposed pursuant to a Receivables Program of such Receivables Subsidiary; provided that such encumbrances and restrictions are customarily required by the institutional sponsor or arranger at the time of entering into such Receivables Program in similar types of documents relating to the purchase of similar receivables in connection with the financing thereof.

(a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Company shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and its Restricted Subsidiaries may incur Acquired Debt (and not any other Indebtedness), if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which financial statements are publicly available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least 3.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the preferred stock or Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period.

(b) The provisions of Section 4.09(a) shall not prohibit the incurrence of any of the following items of Indebtedness, Disqualified Stock or preferred stock, as applicable (collectively, “Permitted Debt”):


	(1) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness and letters of credit (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and the Restricted Subsidiaries thereunder) under


	(A) Tranche B of the Dual Currency Credit Facility in an aggregate principal amount of up to €1,000 million;

	(B) Tranche A of the Dual Currency Credit Facility in an aggregate principal amount of up to €1,500 million that is committed or outstanding at any time; and

	(C) one or more other Additional Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (C), when taken together with (i) the aggregate principal amount of all Indebtedness that is committed or outstanding under


	Tranche A of the Dual Currency Credit Facility and under clause (12) of this Section 4.09(b) and (ii) all Permitted Refinancing Indebtedness incurred pursuant to Tranche A of the Dual Currency Credit Facility, this clause (C) or clause 12 of this Section 4.09(b), not to exceed the Designated Amount;


	(2) the incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness;

	(3) the incurrence by the Company of Indebtedness represented by (A) the Notes to be issued on the date of this Indenture, and (B) the Exchange Notes to be issued pursuant to the Registration Rights Agreement;

	(4) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price, lease or cost of construction or improvement of property (real or personal), plant or equipment (whether through the direct purchase of assets or through the purchase of the Capital Stock of any Person owning such assets) used in a Permitted Business, in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred under clause (5) of this Section 4.09(b) to refund, refinance or replace any Indebtedness incurred pursuant to this clause (4), not to exceed 1.4% of the Consolidated Total Assets of the Company and its Restricted Subsidiaries less any Attributable Debt outstanding with Respect to Sale and Leaseback Transactions entered into in compliance with Section 4.16 hereof;

	(5) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under Section 4.09(a) or clause (1), (2), (3), (4), (5) or (12) of this Section 4.09(b);

	(6) the incurrence by the Company or any of its Restricted Subsidiaries of obligations with respect to letters of credit securing obligations entered into in the ordinary course of business to the extent such letters of credit are not drawn upon or, if drawn upon, such drawing is reimbursed within five Business Days following receipt of a demand for reimbursement;

	(7) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that:


	(A) if the Company is the obligor on such Indebtedness and such Indebtedness is held by a Restricted Subsidiary, such Indebtedness (other than Indebtedness incurred with a principal amount outstanding of €5 million or less, up to an aggregate of €30 million of any such Indebtedness at any time outstanding held by Restricted Subsidiaries) must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes to the extent permissible under law without subjecting the directors or officers of the obligee or obligor under any such Indebtedness in their reasonable judgment to any penalty or civil or criminal liability in connection with the subordination of such Indebtedness; and

	(B) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted


	Subsidiary of the Company and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary of the Company shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (7);


	(8) the issuance of shares of preferred stock by a Restricted Subsidiary to the Company or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which, in either case, results in any Restricted Subsidiary holding such preferred stock ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of preferred stock (except to the Company or another Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of preferred stock that was not permitted by this clause (8);

	(9) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations that are incurred in the ordinary course of business and not for speculative purposes;

	(10) Indebtedness of the Company or any of its Restricted Subsidiaries in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) in the ordinary course of business;

	(11) Indebtedness of the Company or any Restricted Subsidiary owed to (including obligations in respect of letters of credit for the benefit of) any Person in connection with worker’s compensation, health, disability or other employee benefits or property, casualty or liability insurance provided by such Person to the Company or such Restricted Subsidiary pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business and consistent with past practices;

	(12) the incurrence by any Receivables Subsidiary of Indebtedness pursuant to a Receivables Program; provided, however, that the aggregate principal amount of Indebtedness incurred pursuant to this clause (12) at any one time outstanding, when taken together with the aggregate principal amount of all Indebtedness committed under Tranche A of the Dual Currency Credit Facility and all then-outstanding Indebtedness incurred pursuant to clauses (1)(B) and (C) of Section 4.09(b) hereof, does not exceed the Designated Amount;

	(13) the incurrence by the Company or a Restricted Subsidiary of Indebtedness to the extent the net proceeds thereof are promptly deposited to defease all outstanding Notes as described in Article 8 hereof;

	(14) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar institution inadvertently drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within ten days of occurrence;

	(15) the incurrence of Indebtedness by Cegetel or any Restricted Subsidiary thereof, provided that the terms of such Indebtedness do not restrict the ability of Cegetel or such Restricted Subsidiary to distribute cash (by dividend or otherwise) to the Company and


	(A) if, at the time such Indebtedness is incurred, the outstanding senior unsecured Indebtedness of Cegetel has Investment Grade Ratings from both of the Rating


	Agencies, to the extent the proceeds of such Indebtedness are distributed to the Company, such proceeds must be used to repay outstanding Indebtedness of the Company or its Restricted Subsidiaries of the type described in clause (1), (2) or (3) of the second paragraph under Section 4.10 hereof; and

	(B) if, at the time such Indebtedness is incurred, the outstanding senior unsecured Indebtedness of Cegetel does not have Investment Grade Ratings from both of the Rating Agencies, either (i) all the net proceeds (net of amounts distributed to minority shareholders) of such Indebtedness must be distributed to the Company and not less than 50% of the amount of such net proceeds distributed to the Company shall be used for the purpose of repaying outstanding Indebtedness and other Obligations of Société d’Investissement pour la Téléphonie S.A. or under any other Credit Facility that constitutes outstanding senior secured bank debt of the Company or any Restricted Subsidiary or, if no such Indebtedness is outstanding, any Indebtedness of the Company or any Restricted Subsidiary that is not subordinated in right of payment to the Notes, (ii) such Indebtedness must be used to finance the acquisition of a French fixed line telephone business which has positive EBITDA based on its latest financial accounts and Indebtedness of not more than €300 million (any such Indebtedness incurred under this clause (ii) not to exceed €500 million plus €300 million of Acquired Debt), or (iii) any combination of (i) and (ii);


	(16) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness solely to finance the purchase of Capital Stock of Maroc Telecom as a result of the exercise by the Kingdom of Morocco of its put right in respect of such Capital Stock, provided that the recourse of any lenders of such Indebtedness shall be limited solely to the Capital Stock of Maroc Telecom held directly or indirectly by the Company, dividends and distributions in respect thereof, and the assets of Maroc Telecom;

	(17) the incurrence of Indebtedness by (a) Restricted Subsidiaries of the Company to fund working capital requirements in an aggregate principal amount outstanding at any time not to exceed €300 million and (b) by Maroc Telecom in an aggregate principal amount outstanding at any one time not to exceed €500 million for the purpose of financing capital expenditures and the acquisition of assets related to its business;

	(18) Indebtedness of the Company or a Restricted Subsidiary arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case incurred or assumed in connection with the disposition of any business, assets or a Restricted Subsidiary of the Company in accordance with the terms of this Indenture, other than guarantees by the Company or any Restricted Subsidiary of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary of the Company for the purpose of financing such acquisition; provided that (a) such Indebtedness is not reflected on the balance sheet of the Company or any Restricted Subsidiary at the time of such agreement or disposition (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet at such time will not be deemed to be reflected on such balance sheet for purposes of this clause 18(a)); and (b) the maximum aggregate liability in respect of all such Indebtedness may at no time exceed the gross proceeds, including the fair market value of non-cash proceeds (such fair market value being measured at the time such non-cash proceeds are received and without giving effect to any subsequent changes in value), actually received by the Company and the Restricted Subsidiaries in connection with such disposition;


	(19) the incurrence of Non-Recourse Project Financing or Non-Recourse Product Financing; and

	(20) the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness or the issuance of Disqualified Stock by the Company or any Restricted Subsidiary or preferred stock by any Restricted Subsidiary in an aggregate principal amount or liquidation preference (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (20), not to exceed €100 million.


	(1) in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (20) of Section 4.09(b) hereof, or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Company shall be permitted to classify such item of Indebtedness on the date of its incurrence or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 4.09;

	(2) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligations arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall not be double counted;

	(3) the accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on preferred stock or Disqualified Stock in the form of additional shares of the same class of preferred stock or Disqualified Stock (in each case where payment of dividends is not part of a financing transaction) will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or preferred stock for purposes of this Section 4.09; provided, in each such case, that the amount thereof is included in Fixed Charges of the Company as accrued;

	(4) the Company will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (1) through (20) of Section 4.09(b) hereof; and

	(5) the maximum amount of Indebtedness that the Company or a Restricted Subsidiary may incur pursuant to this Section 4.09 will not be deemed to be exceeded, with respect to any outstanding Indebtedness, due solely to the result of fluctuations in the exchange rates of currencies.

For purposes of determining compliance with any euro denominated restriction on the incurrence of Indebtedness where the Indebtedness incurred is denominated in a different currency, the amount of such Indebtedness will be the Euro Equivalent, as the case may be, determined on the date of the incurrence of such Indebtedness; provided, however, that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to euros covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in euros will be as provided in such Currency Agreement. The principal amount of any Permitted Refinancing Indebtedness incurred in the same currency as the Indebtedness being refinanced will be the Euro Equivalent of the Indebtedness refinanced, except to the extent that (1) such Euro Equivalent was determined based on a Currency Agreement, in which case the Permitted Refinancing Indebtedness will be determined in accordance with the preceding sentence, and (2) the principal amount of the Permitted

Refinancing Indebtedness exceeds the principal amount of the Indebtedness being refinanced, in which case the Euro Equivalent of such excess, as appropriate, will be determined on the date such Permitted Refinancing Indebtedness is incurred.

The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:


	(1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of, with such fair market value being determined in good faith (a) in the case of Asset Sales for aggregate consideration equal to or less than €50 million, by a senior financial officer of the Company and set forth in an Officers’ Certificate to the Trustee; and (b) in the case of Asset Sales for aggregate consideration in excess of €50 million, by the Company’s Board of Directors and set forth in an Officers’ Certificate delivered to the Trustee; and

	(2) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents, or a combination thereof. For purposes of this provision, each of the following will be deemed to be cash:


	(A) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets pursuant to an agreement that fully releases the Company or such Restricted Subsidiary from further liability; and

	(B) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion, within 180 days after receipt;

provided that in the case of an Asset Sale of the Capital Stock of any member of the VUE Group or any assets or rights held by any member of the VUE Group ( a “VUE Asset Sale”), if as of the date of the balance sheet included in the most recent financial statements publicly released by the Company before such VUE Asset Sale and giving pro forma effect to any assumption, incurrence, repayment, repurchase or redemption of Indebtedness since such date and to the application of the Net Proceeds from such VUE Asset Sale, the Consolidated Financial Debt of the Company and its Restricted Subsidiaries has been reduced through the application of Net Proceeds from Asset Sales by €3,250 million or more since April 8, 2003, the reference in the foregoing clause (2) to 75% shall instead be 50% with respect to such VUE Asset Sale, and the reference in the foregoing sub-clause (2)(B) to 180 days shall instead be 365 days with respect to such VUE Asset Sale, it being understood, for the avoidance of doubt, that any reduction in the Consolidated Financial Debt of the Company and its Restricted Subsidiaries as a result of a VUE Asset Sale involving the Equity Interests of one or more Restricted Subsidiaries shall be considered to be a reduction in such Consolidated Financial Debt through the application of Net Proceeds from Asset Sales for purposes of the foregoing clause (2).

Within 365 days after the receipt of any Net Proceeds from an Asset Sale (or, in the case of a VUE Asset Sale where securities, notes or other obligations are converted into cash in compliance with

this Section 4.10, within 180 days of receipt of cash upon such conversion, if later) the Company or any Restricted Subsidiary may apply such Net Proceeds:


	(1) to repay or prepay Indebtedness and other Obligations under any Credit Facility that is not subordinated in right of payment to the Notes;

	(2) to repay or prepay (or repurchase) any Indebtedness of a Restricted Subsidiary or repay, prepay, repurchase or defease preferred stock issued by a Restricted Subsidiary;

	(3) to repay or prepay (or repurchase) any Indebtedness with a final Stated Maturity that is prior or equal to the final Stated Maturity of the Notes;

	(4) to acquire (or enter into a binding agreement to acquire, which acquisition must be consummated within 180 days after the end of the 365-day period following receipt of any Net Proceeds) all or substantially all of the assets of, or a majority of the Voting Stock of, a Permitted Business (including by means of a merger, consolidation or other business combination permitted under this Indenture) or all or a portion of any minority interest in a Restricted Subsidiary of the Company;

	(5) to make a capital expenditure; or

	(6) to acquire (or enter into a binding agreement to acquire, which acquisition must be consummated within 180 days after the end of the 365-day period following receipt of any Net Proceeds) other long-term assets that are used or useful in a Permitted Business.

Capital expenditures made in the 365 days prior to the date of any Net Proceeds from an Asset Sale (“Prior Capital Expenditures”) may be counted towards compliance with this Section 4.10; provided that the 365-day period during which the Net Proceeds from such Asset Sale may be applied for capital expenditures or other purposes permitted under this Section 4.10 after the date of receipt of such Net Proceeds (or the 180-day period following receipt of cash upon conversion of securities, notes or other obligations in a VUE Asset Sale, if applicable) will be reduced by one day for every day before the date of receipt of such Net Proceeds that such Prior Capital Expenditures were made.

Pending the final application of any such Net Proceeds, the Company and any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraphs will constitute “Excess Proceeds”; provided, however, that cash received by any member of the VUE Group in a VUE Asset Sale shall not constitute Excess Proceeds to the extent and for so long as such cash is held in a segregated bank account and not commingled with any other funds and, upon any withdrawal of such funds, such funds are used for one or more of the purposes described above. Any cash placed in such account may be invested in Cash Equivalents pending application in accordance with this Section 4.10. When the aggregate amount of Excess Proceeds exceeds €20 million, the Company shall, within 30 days, make an Offer to all Holders of Notes, in accordance with Section 3.09 hereof, to purchase the maximum principal amount of Notes that may be purchased with such Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount of the Notes being repurchased plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, such funds will no longer constitute Excess Proceeds and may be used for any purpose not otherwise prohibited by

this Indenture. If the aggregate principal amount of Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.09 or 4.10 of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under those provisions of this Indenture by virtue of such conflict.

(a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”), unless:


	(1) the Affiliate Transaction is on terms, when taken as a whole, that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and

	(2) the Company delivers to the Trustee:


	(A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of €15 million, an Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 4.11; and

	(B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of €40 million, (i) a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 4.11 and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors and (ii) an opinion as to the fairness to the Company of such Affiliate Transaction from a financial point of view issued by an internationally recognized accounting, appraisal or investment banking firm.

(b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.11(a):


	(1) any employment, compensation, benefit or indemnification agreement or arrangement (and any payments or other transactions pursuant thereto) entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business with an officer, employee or director and any transactions pursuant to stock option plans, stock ownership plans and employee benefit plans or arrangements;

	(2) transactions between or among the Company and/or its Restricted Subsidiaries (including any Person that becomes a Restricted Subsidiary as a result of any such transaction);


	(3) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in, or controls, such Person;

	(4) payment of reasonable fees to directors;

	(5) sales of Equity Interests (other than Disqualified Stock) to Affiliates of the Company;

	(6) Restricted Payments that are permitted by Section 4.07 hereof;

	(7) loans, advances or extensions of credit (including indemnity arrangements) to employees, directors or consultants in the ordinary course of business;

	(8) transactions between a Receivables Subsidiary and any Person in which the Receivables Subsidiary has an Investment or any other transactions in connection with a Receivables Program of the Company or a Restricted Subsidiary; and

	(9) transactions pursuant to or contemplated by any agreement of the Company or any Restricted Subsidiary as in effect as of the date of this Indenture or any amendment thereto or any replacement agreement so long as any such amendment or replacement agreement, taken as a whole, is not materially more disadvantageous to the Holders than the original agreement as in effect on the date of this Indenture.

The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly create, incur, assume or suffer to exist any Lien securing Indebtedness or Attributable Debt (other than Permitted Liens) on any asset now owned or hereafter acquired, or upon any income or profits therefrom or assign any rights to receive income therefrom unless all payments due under this Indenture and the Notes are secured on an equal and ratable basis with (or prior to) the obligations so secured until such time as such obligations are no longer secured by a Lien.

The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any business other than a Permitted Business, except to such extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole.

Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect:


	(1) its corporate existence, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Restricted Subsidiary; and

	(2) the rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries, if the Board of Directors shall determine that the preservation thereof is


	no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole.

(a) Upon the occurrence at any time of a Change of Control, unless the Company has exercised its right to redeem the Notes as described in Section 3.07 hereof, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000, or to €1,000 or an integral multiple of €1,000, as the case may be) of each Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:


	(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment;

	(2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

	(3) that any Note not tendered will continue to accrue interest;

	(4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;

	(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

	(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and

	(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof, or to €1,000 in principal amount or an integral multiple thereof, as the case may be.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.15 of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflict.

(b) On the Change of Control Payment Date, the Company will, to the extent lawful:


	(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;


	(2) deposit with the relevant Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and


	(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.

The relevant Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $1,000 or an integral multiple thereof, or of €1,000 in principal amount or an integral multiple thereof, as the case may be.

If, at the time of the Change of Control, any series of the Notes is listed on the Luxembourg Stock Exchange and if required by the rules of the Luxembourg Stock Exchange, notice will be published in Luxembourg as set forth in Section 3.03 hereof.

The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. If any series of the Notes is listed on the Luxembourg Stock Exchange and if required by the rules of the Luxembourg Stock Exchange notice will be published in Luxembourg as set forth in Section 3.03 hereof.

(c) Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer.

The Company shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction; provided that the Company or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction if:


	(1) after giving effect to the incurrence of the Attributable Debt relating to such Sale and Leaseback Transaction, the Company or that Restricted Subsidiary, as applicable, could have incurred at least €1.00 in additional Indebtedness under Section 4.09(b)(4) hereof;

(2) the gross cash proceeds of that Sale and Leaseback Transaction are at least equal to the fair market value of the property that is the subject of the Sale and Leaseback Transaction, as determined in good faith (a) in the case of a Sale and Leaseback Transaction valued at €40 million or less, by a senior financial officer of the Company and set forth in an Officers’ Certificate delivered to the Trustee, and (b) in the case of a Sale and Leaseback Transaction valued at more than €40 million, by the Board of Directors and set forth in an Officers’ Certificate delivered to the Trustee; and


	(3) the transfer of assets in that Sale and Leaseback Transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid to all Holders of the Notes and is paid to all holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.07(a) hereof or Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default.

Section 4.19 Limitation on Guarantees of Indebtedness by Restricted Subsidiaries

The Company will not permit any Restricted Subsidiary to guarantee any Indebtedness of the Company or another Restricted Subsidiary unless:


	(1) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a guarantee by it of payment of the Notes; provided that:


	(A) if the Indebtedness is pari passu in right of payment to the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to its guarantee of the Notes; and


	(B) if the Indebtedness is subordinated in right of payment to the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to the guarantee of the Notes substantially to the same extent as such Indebtedness is subordinated in right of payment to the Notes;


	(2) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its guarantee; and


	(3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that:

(B) such guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by insolvency, bankruptcy, liquidation, reorganization, administration, moratorium, receivership or similar laws (including all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity;


	(A) guarantees by a Restricted Subsidiary to the extent required under any Existing Credit Facility as in effect at the date of this Indenture;


	(B) guarantees by a Restricted Subsidiary of Indebtedness incurred under (i) clause (1) (A), (B) or (C) of Section 4.09(b) hereof or (ii) the Multicurrency Revolving Credit Facility;


	(C) guarantees by a Restricted Subsidiary under any Permitted Refinancing Indebtedness refinancing any Existing Indebtedness, to the extent such Restricted Subsidiary provided a guarantee in respect of the Existing Indebtedness being refinanced; and

(D) guarantees by a Restricted Subsidiary of Acquired Debt that is incurred under Section 4.09(a) hereof to the extent existing under, or required under the terms of, such Acquired Debt; provided that the guarantee or any requirement to provide such guarantees was in existence prior to the contemplation of the merger, consolidation or acquisition that resulted in the incurrence of such Acquired Debt; and


	(E) guarantees by a Restricted Subsidiary of Indebtedness of any Subsidiary of such Restricted Subsidiary.

Notwithstanding the foregoing and the other provisions of this Indenture, any guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged:


	(1) upon the unconditional release or discharge of the guarantee by such Restricted Subsidiary which resulted in the creation of such guarantee, except a discharge or release by or as a result of payment under such guarantee;


	(2) upon the full and final payment of all amounts payable by the Company under this Indenture and the Notes;


	(3) subject to Section 5.01 hereof, if all of the Voting Stock of a Subsidiary guarantor (or any company holding, directly or indirectly, all the Voting Stock of such guarantor) is sold or otherwise disposed of (and any proceeds therefrom are applied) to a person which is not an Affiliate in compliance with Section 4.10 hereof;


	(4) upon the Legal Defeasance or discharge of the Notes in accordance with Section 8.04 hereof.


	(5) upon the designation, in accordance with this Indenture, of the Subsidiary guarantor as an Unrestricted Subsidiary.

The Company will not, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) which is subordinated in right of payment to any other Indebtedness of the Company unless such Indebtedness is subordinated at least to the same extent to the Notes; provided, however that (i) no Indebtedness of the Company shall be deemed to be subordinated in right of payment to other Indebtedness of the Company solely by virtue of being unsecured, and (ii) the Company shall be entitled to subordinate, through intercreditor arrangements or otherwise, senior secured bank debt to other senior secured bank debt.

If, on any date following the date of this Indenture, the Notes have an Investment Grade Rating from both of the Rating Agencies and no Default or Event of Default has occurred and is continuing (a “Fall Away Event”) then, beginning on that day and continuing at all times thereafter regardless of any subsequent changes in the rating of those Notes, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.15, 4.19, 4.20, clauses (1) and (3) of Section 4.16 and Section 5.01(a)(4) hereof will no longer be applicable to the Notes.

(a) The Company shall not, directly or indirectly: (i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (ii) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

(B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is a corporation organized and existing under the laws of a member state of the European Union (as it exists on the date of this Indenture), the United States, any state thereof or the District of Columbia.


	(2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition shall have been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;


	(3) immediately after such transaction, no Default or Event of Default exists; and


	(4) either (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made (the “Successor Company”) will, on the date of such transaction after giving pro forma effect thereto and any related financing

transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least €1.00 of additional Indebtedness pursuant to Section 4.09(a) hereof or (ii) giving such pro forma effect to any such transaction, the Fixed Charge Coverage Ratio of the Successor Company would exceed the Fixed Charge Coverage Ratio of the Company immediately prior to giving effect to such transaction.

(b) Notwithstanding Section 5.01(a)(4) hereof, if any Restricted Subsidiary consolidates with, merges into or transfers all or part of its properties and assets to the Company or to any other Restricted Subsidiary of the Company, then no violation of this Section 5.01 shall be deemed to have occurred, as long as the requirements of clauses (1), (2) and (3) of Section 5.01(a) are satisfied.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the successor corporation and not to the Company), and may exercise every right and power of the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; provided, however, that the predecessor Company shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale of all of the Company’s assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof.


	(1) the Company defaults for 30 days in the payment when due of interest on, or Special Interest with respect to, the Notes;


	(2) the Company defaults in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on the Notes;


	(3) the Company or any of its Restricted Subsidiaries fails to comply with the provisions of Section 4.10, 4.15 or 5.01 hereof;


	(4) the Company or any of its Restricted Subsidiaries fails to observe or perform any other covenant, representation, warranty or other agreement in this Indenture 60 days after receipt of notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes outstanding;


	(5) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is


	guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or is created after the date of this Indenture, if that default:


	(A) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or


	(B) results in the acceleration of such Indebtedness prior to its express maturity,


	and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates €40 million or more and has not been discharged in full or such acceleration rescinded or annulled within 20 days of such Payment Default or acceleration;


	(6) failure by the Company or any of its Restricted Subsidiaries to pay final, non-appealable judgments aggregating in excess of €25 million, which judgments are not paid, discharged or stayed for a period of 60 days; and


	(7) the Company or any of its Significant Subsidiaries pursuant to or within the meaning of Bankruptcy Law:


	(C) is in a state of a mandatory suspension of payments (cessation de paiements), is made the object of bankruptcy proceedings (procédure collective ou de faillite), or agrees to a forfeiture of assets in favor of its preferential creditors or concludes a settlement in bankruptcy with them;


	(D) passes a resolution for the winding-up or the dissolution of the Company or any of its Significant Subsidiaries; or


	(8) a court or other authority of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


	(A) orders the judicial liquidation (liquidation judiciaire) of the Company or any of its Significant Subsidiaries or orders the transfer of the whole of the Company’s business (cession totale de l’entreprise);


	(B) orders the dissolution or the winding-up of the Company or any of its Significant Subsidiaries.

(b) Upon becoming aware of any Default or Event of Default, the Company is required to deliver to the Trustee a statement specifying such Default or Event of Default.

In the case of an Event of Default specified in clause (7) or (8) of Section 6.01(a) hereof, with respect to the Company or any of its Restricted Subsidiaries, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.

The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest, Special Interest or premium that has become due solely because of the acceleration) have been cured or waived.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal, premium and Special Interest, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All remedies are cumulative to the extent permitted by law.

Subject to Section 6.07 and Section 9.02 hereof, the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences hereunder except a continuing Default or Event of Default in the payment of interest or the premium and Special Interest on, or the principal of the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Holders of a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that the Trustee believes conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability; provided that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

A Holder of a Note may pursue a remedy with respect to this Indenture or the Notes only if:


	(1) the Holder of a Note gives to the Trustee written notice of a continuing Event of Default;


	(2) the Holders of at least 25% in principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy;


	(3) such Holder of a Note or Holders of Notes offer and, if requested, provide to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense;


	(4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of such indemnity; and


	(5) during such 60-day period the Holders of a majority in principal amount of the then outstanding Notes do not give the Trustee a direction which, in the opinion of the Trustee, is inconsistent with the request.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium and Special Interest, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

If an Event of Default specified in Section 6.01(a)(1) or (2) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium and Special Interest, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, overdue interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and

advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:


	First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;


	Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium and Special Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium and Special Interest, if any and interest, respectively; and


	Third: to the Company or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

(a) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.


	(1) the duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, with respect to certificates or opinions specifically required to be furnished to it hereunder, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:


	(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;


	(2) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and


	(3) the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.02, 6.04 or 6.05 hereof.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01.

(e) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. The Trustee will be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holders have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

(f) The Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(a) The Trustee may conclusively rely upon any document (whether in original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any attorney or agent appointed with due care.

(d) The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.

(f) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

(g) The Trustee will have no duty to inquire as to the Company’s performance of the covenants in Article 4 hereof. In addition, the Trustee will not be deemed to have knowledge of any Default or Event of Default except: (1) any Event of Default occurring pursuant to Section 6.01(a)(1) or 6.01(a)(2) hereof; or (2) any Default or Event of Default of which a Responsible Officer of the Trustee has received written notification or obtained actual knowledge.

(h) The Trustee is not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture.

(i) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of Notes, each representing less than a majority in aggregate principal amount of the Notes then outstanding, pursuant to the provisions of this Indenture, the Trustee, in its sole discretion, may determine what action, if any, will be taken.

(j) The permissive right of the Trustee to take the actions permitted by this Indenture will not be construed as an obligation or duty to do so.

(k) Delivery of reports, information and documents to the Trustee under Section 4.03 is for informational purposes only and the Trustee’s receipt of the foregoing will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

(l) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and will be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

(m) The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would

have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. Any Paying Agent or Registrar may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

The Trustee shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee will mail to Holders of Notes a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium or Special Interest, if any, or interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes.

(a) Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee will mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also will comply with TIA § 313(b)(2). The Trustee will also transmit by mail all reports as required by TIA § 313(c).

(b) A copy of each report at the time of its mailing to the Holders of Notes will be mailed by the Trustee to the Company and filed by the Trustee with the SEC and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Company will promptly notify the Trustee when the Notes are listed on any stock exchange or delisted therefrom.

(a) The Company will pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the Company and the Trustee shall from time to time agree in writing. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

(b) The Company will indemnify the Trustee against any and all losses, claims, damages, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 7.07) and defending itself against any claim (whether asserted by the

Company, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company will not relieve the Company of its obligations hereunder. At the Trustee’s sole discretion, the Company will defend the claim and the Trustee will provide reasonable cooperation and may participate at the Company’s expense in the defense. Alternatively, the Trustee may at its option have separate counsel of its own choosing and the Company will pay the reasonable fees and expenses of such counsel; provided that the Company will not be required to pay such fees and expenses if it assumes the Trustee’s defense, there is, in the reasonable opinion of the Trustee, no conflict of interest between the Company and the Trustee in connection with such defense as reasonably determined by the Trustee and no Default or Event of Default has occurred and is continuing. The Company need not pay for any settlement made without its written consent, which consent shall not be unreasonably withheld. The Company need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct.

(c) The obligations of the Company under this Section 7.07 and any lien arising hereunder will survive the resignation or removal of the Trustee, the discharge of the Company’s obligations pursuant to Article 10 or the termination of this Indenture.

(d) To secure the Company’s payment obligations in this Section 7.07, the Trustee will have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture.

(e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(7) or (8) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

(f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

(a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

(b) The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if:


	(2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;


	(3) a custodian or public officer takes charge of the Trustee or its property; or

(c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

(d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in principal amount of the then outstanding Notes may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee.

(e) If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will mail a notice of its succession to Holders. The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act will be the successor Trustee.

There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by U.S. federal or state authorities and that has a combined capital and surplus of at least $100 million as set forth in its most recent published annual report of condition.

This Indenture will always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b).

The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

The Company may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, at any time, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all its other obligations under such Notes, and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:


	(1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium and Special Interest, if any, on such Notes when such payments are due from the trust referred to in Section 8.04 hereof;


	(2) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;


	(3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith; and

Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of its obligations under the covenants contained in Sections 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.18, 4.19, 4.20 and Section 5.01(a)(4) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding

Notes, the Company may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes will be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(a)(3) through 6.01(a)(6) and Section 6.01(a)(8) (as it relates to Significant Subsidiaries) hereof will not constitute Events of Default.

In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof:

(1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars in the case of Dollar Notes, cash in euros in the case of Euro Notes, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of an internationally recognized firm of independent public accountants, to pay the principal of, premium and Special Interest, if any, and interest on the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date;


	(2) in the case of an election under Section 8.02 hereof, the Company has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that:


	(A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or


	(B) since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of an election under Section 8.03 hereof, the Company must deliver to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;


	(4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);


	(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound;


	(6) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes being defeased over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and


	(7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Special Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Company will pay and indemnify the Trustee against any Taxes imposed or levied on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such Taxes which by law is for the account of the Holders of the outstanding Notes.

Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of an internationally recognized firm of independent public accountants, expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium or Special Interest, if any, or interest on any Note and remaining unclaimed for two years after such principal, premium or Special Interest, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Financial Times, notice that such money remains unclaimed and that, after a date specified therein, which will not

be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company.

If the Trustee or Paying Agent is unable to apply any U.S. dollars, euros or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Notes will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium or Special Interest, if any, or interest on any Note following the reinstatement of its obligations, the Company will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder of a Note:


	(2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder;


	(3) to provide for the assumption of the Company’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 hereof;


	(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect in any material respect the legal rights under this Indenture of any Holder of the Notes;


	(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;


	(6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or


	(7) to add guarantors or guarantees with respect to the Notes or to grant Liens in favor of the Notes.

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained,

but the Trustee will not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof) and the Notes with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes) and, subject to this Indenture and the Notes, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Special Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes); provided, however, that if any amendment, waiver or other modification would only affect the Dollar Notes or Euro Notes, only the consent of the Holders of at least a majority in principal amount of the then outstanding notes of the affected series (and not the consent of the Holders of any other series of Notes) shall be required. Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture.

It is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):


	(1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;


	(2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes except as provided above with respect to Sections 3.09, 4.10 and 4.15 hereof;


	(3) reduce the rate of or change the time for payment of interest, including default interest, on any Note;


	(4) waive a Default or Event of Default in the payment of principal of or premium or Special Interest, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);


	(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium or Special Interest, if any, on the Notes;


	(8) make any change in Section 6.04 or 6.07 hereof or in the foregoing amendment and waiver provisions in this Section 9.02.

Every amendment or supplement to this Indenture or the Notes will be set forth in a amended or supplemental Indenture that complies with the TIA as then in effect.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.

The Trustee will sign any amended or supplemental Indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amendment or supplemental Indenture until the Board of Directors approves it. In executing any amended or supplemental indenture, the Trustee will be provided with and (subject to Section 7.01 hereof) will be fully protected in relying upon, in addition

to the documents required by Section 11.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental Indenture is authorized or permitted by this Indenture.

This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when:


	(a) all the Notes that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company in accordance with this Indenture) have been delivered to the Trustee for cancellation; or

(b) all the Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable within one year and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars in the case of Notes denominated in U.S. dollars, or euros in the case of Notes denominated in euros, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Special Interest, if any, and accrued interest to the date of maturity or redemption;


	(2) no Default or Event of Default has occurred and is continuing on the date of such deposit or will occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which the Company is bound;


	(3) the Company has paid or caused to be paid all sums payable by it under this Indenture; and


	(4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section, the provisions of Section 10.02 and Section 8.06 will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Subject to the provisions of Section 8.06, all money deposited with the Trustee pursuant to Section 10.01 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 10.01 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 10.01; provided that if the Company has made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA § 318(c), the imposed duties will control.

Any notice or communication by the Company or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the others’ address:


	If to the Company:

	Vivendi Universal S.A. 42 avenue de Friedland 75008 Paris France Telecopier No. +33 6 1104 3118 Attention: Corporate Secretary


	With a copy to:

	Cravath, Swaine & Moore LLP CityPoint One Ropemaker Street London EC2Y 9HR United Kingdom Telecopier No. +44 20 7860 1150 Attention: W. P. Rogers, Jr.

	If to the Trustee:

	The Bank of New York 101 Barclay Street, Floor 21W New York, New York 10286 United States Telecopier No. +1 212 815 5802 Attention: Corporate Trust Administration

	with a copy to:

	The Bank of New York One Canada Square London E14 5AL United Kingdom Telecopier No. +44 20 7964 6399 Attention: Corporate Trust Administration

The Company or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications.

In addition, notices to the Holders of the applicable series of Euro Notes shall be given by publishing such notices, as long as such series of Euro Notes are listed on the Luxembourg Stock Exchange and the rules of such Exchange so require, in a leading daily newspaper of general circulation in Luxembourg.

All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

Any notice or communication to a Holder will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication will also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Company mails a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time.

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:


	(1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 11.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and


	(2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and must include:


	(1) a statement that the Person making such certificate or opinion has read such covenant or condition;


	(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;


	(3) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and


	(4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 11.07 No Personal Liability of Directors, Officers, Employees and Stockholders.

No past, present or future director, officer, employee, incorporator or stockholder of the Company, as such, will have any liability for any obligations of the Company under the Notes or this Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation.

Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under U.S. federal securities laws.

THIS INDENTURE AND THE NOTES WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

All agreements of the Company in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind its successors.

In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

The parties may sign any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same agreement.

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.

The Company irrevocably submits to the non-exclusive jurisdiction of any New York state or U.S. federal court located in the Borough of Manhattan in the City and State of New York over any suit, action or proceeding arising out of or relating to this Indenture. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may have, pursuant to New York law or otherwise, to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in any inconvenient forum. In furtherance of the foregoing, the Company hereby irrevocably designates and appoints Vivendi Universal US Holding Co., 800 Third Avenue, Fifth Floor, New York, New York, 10022, United States, as its agent to receive service of all process brought against it with respect to any such suit, action or proceeding in any such court in the City and State of New York, such service being hereby acknowledged by it to be effective and binding service in every respect. Copies of any such process so served shall also

be given to the Company in accordance with Section 3.01 hereof, but the failure of the Company to receive such copies shall not affect in any way the service of such process as aforesaid.

Nothing in this Section shall limit the right of the Trustee or any Holder to bring proceedings against the Company in the courts of any other jurisdiction or to serve process in any other manner permitted by law.

promises to pay to [CEDE & CO.]/[THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED]

the principal sum of _______________________________________________________________________________

This is one of the 6.25% Senior Notes due 2008
referred to in the within-mentioned Indenture:

By: _____________________________
Authorized Signatory
Date of authentication: [________]

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1) INTEREST. Vivendi Universal S.A., a French socíeté anonyme (the “Company”), promises to pay interest on the principal amount of this Note at 6.25% per annum from July 10, 2003 until maturity and shall pay the Special Interest, if any, payable pursuant to the Registration Rights Agreement referred to below. The Company will pay interest and Special Interest, if any, semi-annually in arrears on January 15 and July 15 of each year, or if any such day is not a day other than a Saturday, a Sunday or a day on which commercial banking institutions are authorized or required by law to close in New York City, London, England or Paris, France (a “Business Day”), on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be January 15, 2004. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, and on overdue installments of interest and Special Interest, if any (without regard to any applicable grace periods), from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

(2) METHOD OF PAYMENT. The Company will pay interest on the Notes (except defaulted interest) and Special Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the January 1 or July 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium and Special Interest, if any, and interest at the office or agency of the Company maintained for such purpose as provided in the Indenture, or, at the option of the Company, payment of interest and Special Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Special Interest, if any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. Such payment will be in such coin or currency of the United States/the European Union as at the time of payment is legal tender for payment of public and private debts.


	(3) PAYING AGENT AND REGISTRAR. Initially, the Trustee will act as Paying Agent and Registrar and The Bank of New York (Luxembourg) S.A. will act as Paying Agent in Luxembourg. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

(4) INDENTURE. The Company issued the Notes under an Indenture, dated as of July 10, 2003 (the “Indenture”), between the Company and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured obligations of the Company.

(a) At any time prior to July 15, 2006, the Company may at its option on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture with the net cash proceeds of an Equity Offering at a redemption price equal to 106.25% of the principal amount for the Notes, plus in each case accrued and unpaid interest and Special Interest, if any, to the redemption date; provided that the Company received at least €50 million in gross proceeds from such Equity Offering; at least 65% in initial aggregate principal amount of the Notes issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and such redemption occurs within 120 days of the date of the closing of such Equity Offering.


	(b) At any time, the Company may at its option redeem all or part of the Notes upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus the Applicable Premium plus accrued and unpaid interest and Special Interest, if any, to the applicable redemption date.


	(6) MANDATORY REDEMPTION. The Company will not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

(a) Upon the occurrence at any time of a Change of Control, unless the Company has exercised its right to redeem the Notes as described in Section 3.07 of the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part ([equal to $1,000 or an integral multiple thereof/ €1,000 or an integral multiple thereof]) of each Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.

(b) If the Company or any Restricted Subsidiary consummates any Asset Sales, within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds €20 million, the Company will commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Special Interest, if any, to the date fixed for the closing of such

offer in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, such funds will no longer constitute Excess Proceeds and may be used for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to this Note.

(8) NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than [$1,000 / €1,000], may be redeemed in part but only in whole multiples of [$1,000 / €1,000], unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.

(9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of [$1,000 / €1,000], and integral multiples of [$1,000 / €1,000]. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may not require a Holder to pay any taxes and fees, except as otherwise set forth in the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.


	(10) PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

(11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes and Additional Notes, if any, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes and Additional Notes, if any. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, defect, omission or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Company’s obligations to Holders of the Notes in case of a merger or consolidation or sale of all or substantially all of the Company’s assets, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect in any material respect the legal rights under the Indenture of any such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture or to add guarantors or guarantees with respect to the Notes or to grant Liens in favor of the Notes.


	(12) DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30 days in the payment when due of interest or Special Interest on the Notes; (ii) default in payment when

due of principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Section 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries for 60 days after receipt of notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding to observe or perform any other covenant, representation, warranty or other agreement in the Indenture; (v) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates €40 million or more and has not been discharged in full or such acceleration rescinded or annulled within 20 days of such Payment Default or acceleration; (vi) certain final judgments for the payment of money that remain undischarged for a period of 60 days; and (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium and Special Interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.


	(13) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

(14) NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator or stockholder, of the Company, as such, will not have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.


	(15) AUTHENTICATION. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.


	(16) ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

(17) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will have all the rights set forth in the Registration Rights Agreement, dated as of July 10, 2003, among the Company and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights set forth in one or more registration rights agreements, if any, among the Company and the other parties thereto, relating to rights given by the Company to the purchasers of any Additional Notes (collectively, the “Registration Rights Agreement”).

(18) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to:

Vivendi Universal S.A.
42 avenue de Friedland
75008 Paris
France
Attention: Corporate Secretary

(I) or (we) assign and transfer this Note to: ___________________________________________
(Insert assignee’s legal name)

and irrevocably appoint __________________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute another to act for him.

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

The Bank of New York
101 Barclay Street, Floor 21W
New York, New York 10286
United States

Reference is hereby made to the Indenture, dated as of July 10, 2003 (the “Indenture”), between Vivendi Universal S.A., as issuer (the “Company”), and The Bank of New York, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

________________, (the “Transferor”) owns and proposes to transfer the Note[s] or beneficial interest in such Note[s] specified in Annex A hereto, in the principal amount of [$/€]_______________ (the “Transfer”), to (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

1. o Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

2. o Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the 40-day “Distribution Compliance Period” under Regulation S, the transfer is not being made to a U.S. Person or

for the account or benefit of a U.S. Person (other than a “Distributor” as defined in Rule 902 of Regulation S) and the transferred beneficial interest will be held immediately after such Transfer through Euroclear or Clearstream. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

3. o Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

(a) o Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b) o Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(c) o Check if Transfer is Pursuant to an Effective Registration Statement. The Transfer is being effected in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act.

(d) o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

4. o Check if Transfer is to the Company or any of its Subsidiaries. The transfer is being effected in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

The Bank of New York
101 Barclay Street, Floor 21W
New York, New York 10286
United States

_________________, (the “Owner”) owns and proposes to exchange the Note[s] or beneficial interest in such Note[s] specified herein, in the principal amount of [$/€] _________________ (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

(a) o Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(b) o Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(c) o Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is

being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(d) o Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes

(a) o Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

(b) o Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] # 144A Global Note, # Regulation S Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

U.S. $975,000,000 6.25% Senior Notes due 2008
€500,000,000 6.25% Senior Notes due 2008

Goldman Sachs International,
Peterborough Court,
133 Fleet Street,
London EC4A 2BB.

Vivendi Universal S.A., a société anonyme organized and validly existing under the laws of the Republic of France (the “Company”), proposes to issue and sell to the Initial Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) an aggregate of $975,000,000 principal amount of the 6.25% Senior Notes due 2008 and an aggregate of €500,000,000 principal amount of the 6.25% Senior Notes due 2008. As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Company agrees with the Initial Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

1. Certain Definitions. For purposes of this Exchange and Registration Rights Agreement, the following terms shall have the following respective meanings:


	“Base Interest” shall mean the interest that would otherwise accrue on each class of Securities under the terms thereof and the Indenture, without giving effect to the provisions of this Agreement.

	The term “broker-dealer” shall mean any broker or dealer registered with the Commission under the Exchange Act.

	“Closing Date” shall mean the date on which the Securities are initially issued.


	“Commission” shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose.

	“Effective Time,” in the case of (i) an Exchange Registration, shall mean the time and date as of which the Commission declares the Exchange Registration Statement effective or as of which the Exchange Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective.

	"Electing Holder” shall mean any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

	“Exchange Act” shall mean the Securities Exchange Act of 1934, or any successor thereto, as the same shall be amended from time to time.

	“Exchange Offer” shall have the meaning assigned thereto in Section 2(a) hereof.

	“Exchange Registration” shall have the meaning assigned thereto in Section 3(c) hereof.

	“Exchange Registration Statement” shall have the meaning assigned thereto in Section 2(a) hereof.

	“Exchange Securities” shall have the meaning assigned thereto in Section 2(a) hereof.

	The term “holder” shall mean each of the Initial Purchasers and other persons who acquire Registrable Securities from time to time (including any successors or assigns), in each case for so long as such person owns any Registrable Securities.

	“Indenture” shall mean the Indenture, dated as of July 10, 2003, between the Company and The Bank of New York, as Trustee, as the same shall be amended from time to time, pursuant to which the Securities will be issued.

	“Initial Purchasers” shall mean the Initial Purchasers named in Schedule I to the Purchase Agreement.

	"Notice and Questionnaire” means a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Exhibit A hereto.

	The term “person” shall mean a corporation, association, partnership, organization, business, individual, government or political subdivision thereof or governmental agency.

	“Purchase Agreement” shall mean the Purchase Agreement, dated as of July 2, 2003, between the Initial Purchasers and the Company relating to the Securities.


	“Registrable Securities” shall mean the Securities; provided, however, that a Security shall cease to be a Registrable Security when (i) in the circumstances contemplated by Section 2(a) hereof, the Security has been exchanged for an Exchange Security in an Exchange Offer as contemplated in Section 2(a) hereof (provided that any Exchange Security that, pursuant to the last two sentences of Section 2(a) hereof, is included in a prospectus for use in connection with resales by broker-dealers shall be deemed to be a Registrable Security with respect to Sections 5 and 7 hereof until resale of such Registrable Security has been effected within the 180-day period referred to in Section 2(a)) hereof; (ii) in the circumstances contemplated by Section 2(b) hereof, a Shelf Registration Statement registering such Security under the Securities Act has been declared or becomes effective and such Security has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective Shelf Registration Statement; (iii) such Security is sold pursuant to Rule 144 under circumstances in which any legend borne by such Security relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed by the Company or pursuant to the Indenture; (iv) such Security is eligible to be sold pursuant to paragraph (k) of Rule 144; or (v) such Security shall cease to be outstanding.

	“Registration Default” shall have the meaning assigned thereto in Section 2(c) hereof.

	“Registration Expenses” shall have the meaning assigned thereto in Section 4 hereof.

	“Resale Period” shall have the meaning assigned thereto in Section 2(a) hereof.

	“Restricted Holder” shall mean (i) a holder that is an affiliate of the Company within the meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course of such holder’s business, (iii) a holder who has arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing Exchange Securities and (iv) a holder that is a broker-dealer, but only with respect to Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities acquired by the broker-dealer directly from the Company.

	“Rule 144,” “Rule 405” and “Rule 415” shall mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

	“Securities” shall mean, collectively, the aggregate principal amount of $975,000,000 6.25% Senior Notes due 2008 and the aggregate principal amount of €500,000,000 6.25% Senior Notes due 2008 of the Company to be issued and sold to the Initial Purchasers, and securities issued in exchange therefor or in lieu thereof pursuant to the Indenture.

	“Securities Act” shall mean the Securities Act of 1933, or any successor thereto, as the same shall be amended from time to time.

	“Shelf Registration” shall have the meaning assigned thereto in Section 2(b) hereof.


	“Shelf Registration Statement” shall have the meaning assigned thereto in Section 2(b) hereof.

	“Special Interest” shall have the meaning assigned thereto in Section 2(c) hereof.

	“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, or any successor thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall be amended from time to time.

Unless the context otherwise requires, any reference herein to a “Section” or “clause” refers to a Section or clause, as the case may be, of this Exchange and Registration Rights Agreement, and the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Exchange and Registration Rights Agreement as a whole and not to any particular Section or other subdivision.

(a) Except as set forth in Section 2(b) below, the Company agrees to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Registrable Securities for a like aggregate principal amount of debt securities issued by the Company, which debt securities are substantially identical to the Securities (and are entitled to the benefits of an indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Company agrees to use its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 240 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 30 days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 days following the commencement of the Exchange Offer. The Company


	agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such hol ders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a), (c), (d) and (e) hereof.

	(b) If (i) on or prior to the time the Exchange Offer is completed existing Commission interpretations are changed such that the debt securities received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed within 270 days following the Closing Date or (iii) the Exchange Offer is not available to any holder of the Securities and such holder provides notice to the Company, the Company shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file under the Securities Act as soon as practicable, but no later than the later of 45 days after the time such obligation to file arises, a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Company agrees to use its reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective no later than 90 days after such Shelf Registration Statement is filed and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the second anniversary of the Effective Time or such time as there are no longer any Registrable Securities outstanding, provided, however, that no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement, provided, however, that nothing in this Clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(iii) hereof. During the time the Company is required to keep such Shelf Registration Statement continuously effective as set forth above, the Company further agrees to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company agrees to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission.

	(c) In the event that (i) the Company has not filed the Exchange Registration Statement or Shelf Registration Statement on or before the date on which such


	registration statement is required to be filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or before the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer has not been completed within 30 days after the initial effective date of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement required by Section 2(a) or 2(b) hereof is filed and declared effective but shall thereafter either be withdrawn by the Company or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue on each of the two classes of Securities at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period.

	(d) The Company shall take all actions reasonably necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated.

	(e) Any reference herein to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

If the Company files a registration statement pursuant to Section 2(a) or Section 2(b), the following provisions shall apply:


	(a) At or before the Effective Time of the Exchange Offer or the Shelf Registration, as the case may be, the Company shall qualify the Indenture under the Trust Indenture Act of 1939.

	(b) In the event that such qualification would require the appointment of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture.

	(c) In connection with the Company’s obligations with respect to the registration of Exchange Securities as contemplated by Section 2(a) (the “Exchange Registration”), if applicable, the Company shall, as soon as practicable (or as otherwise specified):


	(i) prepare and file with the Commission, as soon as practicable but no later than 90 days after the Closing Date, an Exchange Registration Statement on any form which may be utilized by the Company and which shall permit the Exchange Offer and resales of Exchange Securities by broker-dealers during the Resale Period to be effected as contemplated by Section 2(a), and use its reasonable best efforts to cause such Exchange Registration Statement to become effective as soon as practicable thereafter, but no later than 240 days after the Closing Date;

	(ii) as soon as practicable prepare and file with the Commission such amendments and supplements to such Exchange Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Exchange Registration Statement for the periods and purposes contemplated in Section 2(a) hereof and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Exchange Registration Statement, and promptly provide each broker-dealer holding Exchange Securities with such number of copies of the prospectus included therein (as then amended or supplemented), in conformity in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, as such broker-dealer reasonably may request prior to the expiration of the Resale Period, for use in connection with resales of Exchange Securities;

	(iii) promptly notify each broker-dealer that has requested or received copies of the prospectus included in such registration statement, and confirm such notice in writing, (A) when such Exchange Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Exchange Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by the Commission for amendments or supplements to such Exchange Registration Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Exchange Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Exchange Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (E) at any time during the Resale Period when a prospectus is required to be delivered under the Securities Act, that such Exchange Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

	(iv) in the event that the Company would be required, pursuant to Section 3(c)(iii)(E) above, to notify any broker-dealers holding Exchange Securities, without delay prepare and furnish to each such holder a reasonable


	number of copies of a prospectus supplemented or amended so that, as thereafter delivered to Initial Purchasers of such Exchange Securities during the Resale Period, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

	(v) use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such Exchange Registration Statement or any post-effective amendment thereto at the earliest practicable date;

	(vi) use its reasonable best efforts to (A) register or qualify the Exchange Securities under the securities laws or blue sky laws of such jurisdictions as are contemplated by Section 2(a) no later than the commencement of the Exchange Offer, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions until the expiration of the Resale Period and (C) take any and all other actions as may be reasonably necessary or advisable to enable each broker-dealer holding Exchange Securities to consummate the disposition thereof in such jurisdictions; provided, however, that the Company shall not be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(c)(vi), (2) consent to general service of process in any such jurisdiction, (3) subject itself to taxation in any jurisdiction where it is not subject to taxation prior to any such action or (4) make any changes to its certificate of incorporation or by-laws or any agreement between it and its shareholders;

	(vii) use its reasonable best efforts to obtain the consent or approval of each governmental agency or authority, whether federal, state or local, which may be required to effect the Exchange Registration, the Exchange Offer and the offering and sale of Exchange Securities by broker-dealers during the Resale Period;

	(viii) provide a CUSIP number for all Exchange Securities, not later than the applicable Effective Time;

	(ix) comply with all applicable rules and regulations of the Commission, and make generally available to its securityholders as soon as practicable but no later than eighteen months after the effective date of such Exchange Registration Statement, an earning statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder).


	(d) In connection with the Company’s obligations with respect to the Shelf Registration, if applicable, the Company shall, as soon as practicable (or as otherwise specified):


	any case within the time periods specified in Section 2(b), a Shelf Registration Statement on any form which may be utilized by the Company and which shall register all of the Registrable Securities for resale by the holders thereof in accordance with such method or methods of disposition as may be specified by such of the holders as, from time to time, may be Electing Holders and use its reasonable best efforts to cause such Shelf Registration Statement to become effective as soon as practicable but in any case within the time periods specified in Section 2(b);

	(ii) not more than 30 calendar days after the filing of the Shelf Registration Statement, mail the Notice and Questionnaire to the holders of Registrable Securities; no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement as of the Effective Time, and no holder shall be entitled to use the prospectus forming a part thereof for resales of Registrable Securities at any time, unless such holder has returned a completed and signed Notice and Questionnaire to the Company by the deadline for response set forth therein; provided, however, holders of Registrable Securities shall have at least 28 calendar days from the date on which the Notice and Questionnaire is first mailed to such holders to return a completed and signed Notice and Questionnaire to the Company;

	(iii) after the Effective Time of the Shelf Registration Statement, upon the request of any holder of Registrable Securities that is not then an Electing Holder, promptly send a Notice and Questionnaire to such holder; provided that the Company shall not be required to take any action to name such holder as a selling securityholder in the Shelf Registration Statement or to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities until such holder has returned a completed and signed Notice and Questionnaire to the Company;

	(iv) as soon as practicable prepare and file with the Commission such amendments and supplements to such Shelf Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Shelf Registration Statement for the period specified in Section 2(b) hereof and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Shelf Registration Statement, and furnish to the Electing Holders copies of any such supplement or amendment simultaneously with or prior to its being used or filed with the Commission;

	(v) comply with the provisions of the Securities Act with respect to the disposition of all of the Registrable Securities covered by such Shelf Registration Statement in accordance with the intended methods of disposition by the Electing Holders provided for in such Shelf Registration Statement;

	(vi) provide not more than one counsel for all the Electing Holders the opportunity to participate in the preparation of such Shelf Registration Statement, each prospectus included therein or filed with the Commission and each amendment or supplement thereto;

	(vii) for a reasonable period prior to the filing of such Shelf Registration


	Statement, and throughout the period specified in Section 2(b), make available at reasonable times at the Company’s principal place of business or such other reasonable place for inspection by the persons referred to in Section 3(d)(vi) who shall certify to the Company that they have a current intention to sell the Registrable Securities pursuant to the Shelf Registration such financial and other information and books and records of the Company, and cause the officers, employees, counsel and independent certified public accountants of the Company to respond to such inquiries, as shall be reasonably necessary, in the judgment of the respective counsel referred to in such Section, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that each such party shall be required to maintain in confidence and not to disclose to any other person any information or records reasonably designated by the Company as being confidential, until such time as (A) such information becomes a matter of public record (whether by virtue of its inclusion in such Shelf Registration Statement or otherwise), or (B) such person shall be required so to disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, and only after such person shall have given the Company prompt prior written notice of such requirement), or (C) such information is required to be set forth in such Shelf Registration Statement or the prospectus included therein or in an amendment to such Shelf Registration Statement or an amendment or supplement to such prospectus in order that such Shelf Registration Statement, prospectus, amendment or supplement, as the case may be, complies with applicable requirements of the federal securities laws and the rules and regulations of the Commission and does not contain an untrue statement of a material fact or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

	(viii) promptly notify each of the Electing Holders and confirm such advice in writing, (A) when such Shelf Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Shelf Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by the Commission for amendments or supplements to such Shelf Registration Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Shelf Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (E) if at any time when a prospectus is required to be delivered under the Securities Act, that such Shelf Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then


	existing;

	(ix) use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement or any post-effective amendment thereto at the earliest practicable date;

	(x) if requested by any Electing Holder, promptly incorporate in a prospectus supplement or post-effective amendment such information as is required by the applicable rules and regulations of the Commission and as such Electing Holder specifies should be included therein relating to the terms of the sale of such Registrable Securities, including information with respect to the principal amount of Registrable Securities being sold by such Electing Holder, the name and description of such Electing Holder, the offering price of such Registrable Securities and with respect to any other terms of the offering of the Registrable Securities to be sold by such Electing Holder; and make all required filings of such prospectus supplement or post-effective amendment promptly after notification of the matters to be incorporated in such prospectus supplement or post-effective amendment;

	(xi) furnish to each Electing Holder and the counsel referred to in Section 3(d)(vi) a conformed copy of such Shelf Registration Statement, each such amendment and supplement thereto (including, upon request, all exhibits thereto and documents incorporated by reference therein) and such number of copies of such Shelf Registration Statement (excluding exhibits thereto and documents incorporated by reference therein unless specifically so requested by such Electing Holder) and of the prospectus included in such Shelf Registration Statement (including each preliminary prospectus and any summary prospectus), in conformity in all material respects with the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, and such other documents, as such Electing Holder may reasonably request in order to facilitate the offering and disposition of the Registrable Securities owned by such Electing Holder and to permit such Electing Holder to satisfy the prospectus delivery requirements of the Securities Act; and the Company hereby consents to the use of such prospectus (including such preliminary and summary prospectus) and any amendment or supplement thereto by each such Electing Holder, in each case in the form most recently provided to such person by the Company, in connection with the offering and sale of the Registrable Securities covered by the prospectus (including such preliminary and summary prospectus) or any supplement or amendment thereto;

	(xii) use reasonable best efforts to (A) register or qualify the Registrable Securities to be included in such Shelf Registration Statement under such securities laws or blue sky laws of such jurisdictions as any Electing Holder shall reasonably request, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions during the period the Shelf Registration is required to remain effective under Section 2(b) above and for so long as may be necessary to enable any such Electing Holder to complete its distribution of Securities pursuant to such Shelf Registration Statement and (C) take any and all other actions as may be reasonably necessary or advisable to enable each


	such Electing Holder to consummate the disposition in such jurisdictions of such Registrable Securities; provided, however, that the Company shall not be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(d)(xii), (2) consent to general service of process in any such jurisdiction, (3) subject itself to taxation in any jurisdiction where it is not subject to taxation prior to any such action or (4) make any changes to its certificate of incorporation or by-laws or any agreement between it and its stockholders;

	(xiii) use its reasonable best efforts to obtain the consent or approval of each governmental agency or authority, whether federal, state or local, which may be required to effect the Shelf Registration or the offering or sale in connection therewith or to enable the selling holder or holders to offer, or to consummate the disposition of, their Registrable Securities;

	(xiv) unless any Registrable Securities shall be in book-entry only form, cooperate with the Electing Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, which certificates, if so required by any securities exchange upon which any Registrable Securities are listed, shall be penned, lithographed or engraved, or produced by any combination of such methods, on steel engraved borders, and which certificates shall not bear any restrictive legends;

	(xv) provide a CUSIP number for all Registrable Securities, not later than the applicable Effective Time;

	(xvi) (A) make such representations and warranties to the Electing Holders in form, substance and scope as are customarily made in connection with an offering of debt securities pursuant to any appropriate agreement or to a registration statement filed on the form applicable to the Shelf Registration; (B) obtain an opinion of counsel to the Company (which may be inside counsel to the Company) in customary form and covering such matters, of the type customarily covered by such an opinion as any Electing Holders of at least 20% in aggregate principal amount of the Registrable Securities at the time outstanding may reasonably request, addressed to such Electing Holder or Electing Holders and dated the effective date of such Shelf Registration Statement (it being agreed that the matters to be covered by such opinion shall include the due incorporation and good standing of the Company and its subsidiaries; the qualification of the Company and its subsidiaries to transact business as foreign corporations; the due authorization, execution and delivery of the relevant agreement of the type referred to in this Section 3(d)(xvi); the due authorization, execution, authentication and issuance, and the validity and enforceability, of the Securities; the absence of a breach by the Company or any of its subsidiaries of, or a default under, material agreements binding upon the Company or any subsidiary of the Company; the absence of governmental approvals required to be obtained in connection with the Shelf Registration, the offering and sale of the Registrable Securities or this Exchange and Registration Rights Agreement, except such approvals as may be required under state securities or blue sky laws; the material compliance as to form of such Shelf Registration Statement and any documents incorporated by reference therein


	and of the Indenture with the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, respectively; and, as of the date of the opinion and of the Shelf Registration Statement or most recent post-effective amendment thereto, as the case may be, the absence from such Shelf Registration Statement and the prospectus included therein, as then amended or supplemented, and from the documents incorporated by reference therein (in each case other than the financial statements and other financial information contained therein) of an untrue statement of a material fact or the omission to state therein a material fact necessary to make the statements therein not misleading (in the case of such documents, in the light of the circumstances existing at the time that such documents were filed with the Commission under the Exchange Act)); (C) if requested by Electing Holders of at least 20% in aggregate principal amount of the Registrable Securities then outstanding, obtain a “cold comfort” letter or letters from the independent certified public accountants of the Company addressed to the selling Electing Holders, dated (i) the effective date of such Shelf Registration Statement and (ii) the effective date of any prospectus supplement to the prospectus included in such Shelf Registration Statement or post-effective amendment to such Shelf Registration Statement which includes unaudited or audited financial statements as of a date or for a period subsequent to that of the latest such statements included in such prospectus (and, if such Shelf Registration Statement contemplates an underwritten offering pursuant to any prospectus supplement to the prospectus included in such Shelf Registration Statement or post-effective amendment to such Shelf Registration Statement which includes unaudited or audited financial statements as of a date or for a period subsequent to that of the latest such statements included in such prospectus, dated the date of the closing under the underwriting agreement relating thereto), such letter or letters to be in customary form and covering such matters of the type customarily covered by letters of such type; (D) deliver such documents and certificates, including officers’ certificates, as may be reasonably requested by any Electing Holders of at least 20% in aggregate principal amount of the Registrable Securities at the time outstanding to evidence the accuracy of the representations and warranties made pursuant to clause (A) above and the compliance with or satisfaction of any agreements or conditions contained in the underwriting agreement or other agreement entered into by the Company; and (E) undertake such obligations relating to expense reimbursement, indemnification and contribution as are provided in Section 5 hereof;

	(xvii) notify in writing each holder of Registrable Securities of any proposal by the Company to amend or waive any provision of this Exchange and Registration Rights Agreement pursuant to Section 7(h) hereof and of any amendment or waiver effected pursuant thereto, each of which notices shall contain the text of the amendment or waiver proposed or effected, as the case may be; and

	(xviii) comply with all applicable rules and regulations of the Commission, and make generally available to its securityholders as soon as practicable but in any event not later than eighteen months after the effective date of such Shelf Registration Statement, an earning statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder).


	(e) In the event that the Company would be required, pursuant to Section 3(d)(viii)(E) above, to notify the Electing Holders, the Company shall without delay prepare and furnish to each of the Electing Holders a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of Registrable Securities, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. Each Electing Holder agrees that upon receipt of any notice from the Company pursuant to Section 3(d)(viii)(E) hereof, such Electing Holder shall forthwith discontinue the disposition of Registrable Securities pursuant to the Shelf Registration Statement applicable to such Registrable Securities until such Electing Holder shall have received copies of such amended or supplemented prospectus, and if so directed by the Company, such Electing Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Electing Holder’s possession of the prospectus covering such Registrable Securities at the time of receipt of such notice.

	(f) In the event of a Shelf Registration, in addition to the information required to be provided by each Electing Holder in its Notice Questionnaire, the Company may require such Electing Holder to furnish to the Company such additional information regarding such Electing Holder and such Electing Holder’s intended method of distribution of Registrable Securities as may be required in order to comply with the Securities Act. Each such Electing Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Electing Holder to the Company or of the occurrence of any event in either case as a result of which any prospectus relating to such Shelf Registration contains or would contain an untrue statement of a material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly to furnish to the Company any additional information required to correct and update any previously furnished information or required so that such prospectus shall not contain, with respect to such Electing Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.

	(g) Until the expiration of two years after the Closing Date, the Company will not, and will not permit any of its “affiliates” (as defined in Rule 144) to, resell any of the Securities that have been reacquired by any of them except pursuant to an effective registration statement under the Securities Act.

The Company agrees to bear and to pay or cause to be paid promptly all expenses incident to the Company’s performance of or compliance with this Exchange and Registration Rights Agreement, including (a) all Commission and any NASD registration, filing and review

fees and expenses including fees and disbursements of counsel for the placement or sales agent or underwriters in connection with such registration, filing and review, (b) all fees and expenses in connection with the qualification of the Securities for offering and sale under the State securities and blue sky laws referred to in Section 3(d)(xii) hereof and determination of their eligibility for investment under the laws of such jurisdictions as the Electing Holders may designate, including any fees and disbursements of counsel for the Electing Holders in connection with such qualification and determination, (c) all expenses relating to the preparation, printing, production, distribution and reproduction of each registration statement required to be filed hereunder, each prospectus included therein or prepared for distribution pursuant hereto, each amendment or supplement to the foregoing, the expenses of preparing the Securities for delivery and any blue sky or legal investment memoranda and all other documents in connection with the offering, sale or delivery of Securities to be disposed of (including certificates representing the Securities), (d) messenger, telephone and delivery expenses relating to the offering, sale or delivery of Securities and the preparation of documents referred in clause (c) above, (e) fees and expenses of the Trustee under the Indenture, any agent of the Trustee and any counsel for the Trustee and of any collateral agent or custodian, (f) internal expenses (including all salaries and expenses of the Company’s officers and employees performing legal or accounting duties), (g) fees, disbursements and expenses of counsel and independent certified public accountants of the Company (including the expenses of any opinions or “cold comfort” letters required by or incident to such performance and compliance), (h) fees, disbursements and expenses of one counsel for the Electing Holders retained in connection with a Shelf Registration, as selected by the Electing Holders of at least a majority in aggregate principal amount of the Registrable Securities held by Electing Holders (which counsel shall be reasonably satisfactory to the Company), (i) any fees charged by securities rating services for rating the Securities, and (j) fees, expenses and disbursements of any other persons, including special experts, retained by the Company in connection with such registration (collectively, the “Registration Expenses”). To the extent that any Registration Expenses are incurred, assumed or paid by any holder of Registrable Securities, the Company shall reimburse such person for the full amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a request therefor. Notwithstanding the foregoing, the holders of the Registrable Securities being registered shall pay all agency fees and commissions and underwriting discounts and commissions attributable to the sale of such Registrable Securities and the fees and disbursements of any counsel or other advisors or experts retained by such holders (severally or jointly), other than the counsel and experts specifically referred to above.

(a) Indemnification by the Company. The Company will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement and each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such holder or Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be


	stated therein or necessary to make the statements therein not misleading, and will reimburse such holder or such Electing Holder for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

	(b) Indemnification by the Holders. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the Electing Holder of such Registrable Securities, severally and not jointly, to (i) indemnify and hold harmless the Company, and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Company, or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Electing Holder expressly for use therein, and (ii) reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 5(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

	(c) Notices of Claims, Etc. Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party pursuant to the indemnification provisions of or contemplated by this Section 5, notify such indemnifying party in writing of the commencement of such action; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under the indemnification provisions of or contemplated by Section 5(a) or 5(b) hereof. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such


	indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

	(d) Contribution. If for any reason the indemnification provisions contemplated by Section 5(a) or Section 5(b) are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5(d) were determined by pro rata allocation (even if the holders or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 5(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages, or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5(d), no holder shall be required to contribute any amount in excess of the amount by which the dollar amount of the proceeds received by such holder from the sale of any Registrable Securities (after deducting any fees, discounts and commissions applicable thereto) exceeds the amount of any damages which such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The holders’ obligations in this Section 5(d) to contribute shall be several in proportion to the principal amount of Registrable Securities registered by them and not joint.

	(e) The obligations of the Company under this Section 5 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each officer, director and partner of each holder, and each

person, if any, who controls any holder, within the meaning of the Securities Act; and the obligations of the holders contemplated by this Section 5 shall be in addition to any liability which the respective holder may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company including any person who, with his consent, is named in any registration statement as about to become a director of the Company and to each person, if any, who controls the Company within the meaning of the Securities Act.

The Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Company shall deliver to such holder a written statement as to whether it has complied with such requirements.


	(a) No Inconsistent Agreements. The Company represents, warrants, covenants and agrees that it has not granted, and shall not grant, registration rights with respect to Registrable Securities or any other securities which would be inconsistent with the terms contained in this Exchange and Registration Rights Agreement.

	(b) Specific Performance. The parties hereto acknowledge that there would be no adequate remedy at law if the Company fails to perform any of its obligations hereunder and that the Initial Purchasers and the holders from time to time of the Registrable Securities may be irreparably harmed by any such failure, and accordingly agree that the Initial Purchasers and such holders, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of the Company under this Exchange and Registration Rights Agreement in accordance with the terms and conditions of this Exchange and Registration Rights Agreement, in any court of the United States or any State thereof having jurisdiction.

	(c) Notices. All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, if delivered personally or by courier, or three days after being deposited in the mail (registered or certified mail, postage prepaid, return receipt requested) as follows: If to the Company, to it at 42, avenue de Friedland, 75008 Paris, and if to a holder, to the address of such holder set forth in the security register or other records of the Company, or to such other address as the Company or any such holder may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.


	(d) Parties in Interest. All the terms and provisions of this Exchange and Registration Rights Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and the holders from time to time of the Registrable Securities and the respective successors and assigns of the parties hereto and such holders. In the event that any transferee of any holder of Registrable Securities shall acquire Registrable Securities, in any manner, whether by gift, bequest, purchase, operation of law or otherwise, such transferee shall, without any further writing or action of any kind, be deemed a beneficiary hereof for all purposes and such Registrable Securities shall be held subject to all of the terms of this Exchange and Registration Rights Agreement, and by taking and holding such Registrable Securities such transferee shall be entitled to receive the benefits of, and be conclusively deemed to have agreed to be bound by all of the applicable terms and provisions of this Exchange and Registration Rights Agreement. If the Company shall so request, any such successor, assign or transferee shall agree in writing to acquire and hold the Registrable Securities subject to all of the applicable terms hereof.

	(e) Survival. The respective indemnities, agreements, representations, warranties and each other provision set forth in this Exchange and Registration Rights Agreement or made pursuant hereto shall remain in full force and effect regardless of any investigation (or statement as to the results thereof) made by or on behalf of any holder of Registrable Securities, any director, officer or partner of such holder, any agent or underwriter or any director, officer or partner thereof, or any controlling person of any of the foregoing, and shall survive delivery of and payment for the Registrable Securities pursuant to the Purchase Agreement and the transfer and registration of Registrable Securities by such holder and the consummation of an Exchange Offer.

	(f) *Governing Law.* This Exchange and Registration Rights Agreement shall be governed by and construed in accordance with the laws of the State of New York.

	(g) Headings. The descriptive headings of the several Sections and paragraphs of this Exchange and Registration Rights Agreement are inserted for convenience only, do not constitute a part of this Exchange and Registration Rights Agreement and shall not affect in any way the meaning or interpretation of this Exchange and Registration Rights Agreement.

	(h) Entire Agreement; Amendments. This Exchange and Registration Rights Agreement and the other writings referred to herein (including the Indenture and the form of Securities) or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. This Exchange and Registration Rights Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Exchange and Registration Rights Agreement may be amended and the observance of any term of this Exchange and Registration Rights Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument duly executed by the Company and the holders of at least a majority in aggregate principal amount of the Registrable Securities at the time outstanding. Each holder of any Registrable Securities at the time or thereafter outstanding shall be bound by any amendment or waiver effected pursuant to this Section 7(h), whether or not any notice, writing or marking indicating such amendment or waiver appears on such Registrable Securities or is delivered to such holder.


	(i) Inspection. For so long as this Exchange and Registration Rights Agreement shall be in effect, this Exchange and Registration Rights Agreement and a complete list of the names and addresses of all the holders of Registrable Securities shall be made available for inspection and copying on any business day by any holder of Registrable Securities for proper purposes only (which shall include any purpose related to the rights of the holders of Registrable Securities under the Securities, the Indenture and this Agreement) at the offices of the Company at the address thereof set forth in Section 7(c) above and at the office of the Trustee under the Indenture.

	(j) Counterparts. This agreement may be executed by the parties in counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

If the foregoing is in accordance with your understanding, please sign and return to us 10 counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Initial Purchasers, this letter and such acceptance hereof shall constitute a binding agreement by and among each of the Initial Purchasers and the Company. It is understood that your acceptance of this letter on behalf of each of the Initial Purchasers is pursuant to the authority set forth in a form of Agreement among Initial Purchasers, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof.

The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which beneficial interests in the aggregate principal amount of $975,000,000 6.25% Senior Notes due 2008 and the aggregate principal amount of €500,000,000 6.25% Senior Notes due 2008 (the “Securities”) of Vivendi Universal, S.A. (the “Company”) are held.

The Company is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible, as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [Deadline For Response]. Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact Vivendi Universal, S.A., 42, avenue de Friedland, 75008 Paris; Telephone +33-1-7171-1000.

Reference is hereby made to the Exchange and Registration Rights Agreement (the “Exchange and Registration Rights Agreement”) between Vivendi Universal S.A. (the “Company”) and the Initial Purchasers named therein. Pursuant to the Exchange and Registration Rights Agreement, the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form F-4 (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the aggregate principal amount of $975,000,000 6.25% Senior Notes due 2008 and the aggregate principal amount of €500,000,000 6.25% Senior Notes due 2008 (the “Securities”) of the Company. A copy of the Exchange and Registration Rights Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Exchange and Registration Rights Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled to have the Registrable Securities beneficially owned by it included in the Shelf Registration Statement. In order to have Registrable Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be completed, executed and delivered to the Company’s counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners of Registrable Securities who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.

The term “Registrable Securities” is defined in the Exchange and Registration Rights Agreement.

The undersigned holder (the “Selling Securityholder”) of Registrable Securities hereby elects to include in the Shelf Registration Statement the Registrable Securities beneficially owned by it and listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such Registrable Securities by the terms and conditions of this Notice and Questionnaire and the Exchange and Registration Rights Agreement, including, without limitation, Section 5 of the Exchange and Registration Rights Agreement, as if the undersigned Selling Securityholder were an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration Statement, the Selling Securityholder will be required to deliver to the Company and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the Company and represents and warrants that such information is accurate and complete:

(1)

(a)

Full Legal Name of Selling Securityholder:

_____________________________________________________________________________________________________

	(b)		Full Legal Name of Registered Holder (if not the same as in (a) above) of Registrable Securities Listed in Item (3) below: _____________________________________________________________________________________________________

	(c)		Full Legal Name of DTC Participant (if applicable and if not the same as (b) above) Through Which Registrable Securities Listed in Item (3) below are Held: _____________________________________________________________________________________________________

(2)

Address for Notices to Selling Securityholder:

				______________________________
				______________________________
				______________________________
		Telephone:		______________________________
		Fax:		______________________________
		Contact Person:		______________________________

(3)		Beneficial Ownership of Securities:

		Except as set forth below in this Item (3), the undersigned does not beneficially own any Securities.

	(a)		Principal amount of Registrable Securities beneficially owned: ____________________________________________
			CUSIP No(s). of such Registrable Securities: __________________________________________________________

	(b)		Principal amount of Securities other than Registrable Securities beneficially owned: _______________________________________________________________________________________________
			CUSIP No(s). of such other Securities: _______________________________________________________________

	(c)		Principal amount of Registrable Securities which the undersigned wishes to be included in the Shelf Registration Statement: ______________________________________________________________________________________
			CUSIP No(s). of such Registrable Securities to be included in the Shelf Registration Statement: ______________________________________________________________________________________

(4)		Beneficial Ownership of Other Securities of the Company:

		Except as set forth below in this Item (4), the undersigned Selling Securityholder is not the beneficial or registered owner of any other securities of the Company, other than the Securities listed above in Item (3).

		State any exceptions here:

(5)		Relationships with the Company:

		Except as set forth below, neither the Selling Securityholder nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

		State any exceptions here:

(6)		Plan of Distribution:

		Except as set forth below, the undersigned Selling Securityholder intends to distribute the Registrable Securities listed above in Item (3) only as follows (if at all): Such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities.

		State any exceptions here:

By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the Registrable Securities listed in Item (3) above after the date on which such information is provided to the Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and related Prospectus. The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder’s obligation under Section 3(d) of the Exchange and Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein which may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect. All notices hereunder and pursuant to the Exchange and Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows:

(i)	To the Company
		_____________________________________
		_____________________________________
		_____________________________________
		_____________________________________
		_____________________________________

(ii)	With a copy to:
		_____________________________________
		_____________________________________
		_____________________________________
		_____________________________________
		_____________________________________

Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Company and the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above. This Agreement shall be governed in all respects by the laws of the State of New York.

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

			___________________________________________________________________________________ Selling Securityholder (Print/type full legal name of beneficial owner of Registrable Securities)

			By: _______________________________________________________________________________ Name: Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY’S COUNSEL AT:

					_____________________________________
					_____________________________________
					_____________________________________
					_____________________________________
					_____________________________________

The Bank of New York
Vivendi Universal S.A.
c/o The Bank of New York
101 Barclay Street, Floor 8W
New York, New York 10286
United States of America

Please be advised that ____________________________________ has transferred (complete all that apply): $____________________ aggregate principal amount of the 6.25% Senior Notes due 2008; €____________________ aggregate principal amount of the 6.25% Senior Notes due 2008.

pursuant to an effective Registration Statement on Form [________] (File No. 333-________) filed by the Company.

We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended, have been satisfied and that the above-named beneficial owner of the Notes is named as a “Selling Holder” in the Prospectus dated [date] or in supplements thereto, and that the aggregate principal amount of the Notes transferred are the Notes listed in such Prospectus opposite such owner’s name.

Vivendi Universal S.A. Exchange Offer
US$975,000,000 6.25% due 2008
€500,000,000 6.25% due 2008

We have acted as U.S. counsel for Vivendi Universal S.A. (the “Company”), a société anonyme organized under the laws of the Republic of France, in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form F-4 (the “Registration Statement”) on the date hereof under the Securities Act of 1933, as amended, relating to the proposed issuance of up to (a) US$975,000,000 of the Company’s 6.25% Senior Notes due 2008 (the “New Dollar Notes”) for a like amount of the Company’s 6.25% Senior Notes due 2008 and (b) €500,000,000 of the Company’s 6.25% Senior Notes due 2008 (the “New Euro Notes”, and together with the New Dollar Notes, the “New Notes”) for a like amount of the Company’s 6.25% Senior Notes due 2008. The New Dollar Notes are to be issued under an Indenture dated as of July 10, 2003 (the “Indenture”), between the Company and The Bank of New York, as Trustee (the “Trustee”).

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including the Indenture and the Registration Statement.

Based on the foregoing, we are of opinion that, provided that the Indenture has been duly authorized, executed and delivered by the Company and the Trustee, when (i) the New Notes are duly authorized, executed and delivered on behalf of the Company in accordance with the Indenture and (ii) the New Notes are duly authenticated by the Trustee pursuant to the terms of the Indenture, the New Notes will constitute valid and binding obligations of the Company (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law).

We are admitted to practice in the State of New York, and we express no opinion herein as to any matters governed by any laws other than the laws of the State of New York and the Federal laws of the United States of America. In particular, we do not purport to pass on any matter governed by the laws of the Republic of France. Insofar as the opinion expressed herein relates to or depends upon matters governed by the laws of the Republic of France, we have relied upon the opinion of Jean-François Dubos, General Counsel to the Company, which is being delivered to you and filed with the Commission as an exhibit to the Registration Statement.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement and the use of our name under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement.

I am general counsel of Vivendi Universal S.A. (the “Company”), a société anonyme organized under the laws of the Republic of France. I am rendering this opinion in connection with the filing by the Company with the Securities and Exchange Commission of a registration statement on Form F-4 (the “Registration Statement”), of even date herewith, under the Securities Act of 1933, as amended, relating to the proposed issuance of up to (a) $975,000,000 of the Company’s 6.25% Exchange Senior Notes due 2008 (the “New Dollar Notes”) for a like amount of the Company’s 6.25% Senior Notes due 2008 and (b) €500,000,000 of the Company’s 6.25% Senior Notes due 2008 (the “New Euro Notes” and, together with the New Dollar Notes, the “New Notes”) for a like amount of the Company’s 6.25% Senior Notes due 2008. The New Dollar Notes are to be issued under an Indenture dated as of July 10, 2003, between the Company and The Bank of New York, Trustee.

I am familiar with the corporate proceedings of the Company to date with respect to the proposed issuance and sale of the New Notes. I have examined originals, or copies certified or otherwise identified to my satisfaction, of such other documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion.

(i)		all necessary corporate action has been taken by the Company to authorize the execution and delivery of the Indenture; and

(ii)		all necessary corporate action has been taken by the Company to authorize the issuance, execution and delivery of the New Notes.

I hereby consent to the use of this opinion as an exhibit to the Registration Statement and the use of my name under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement.

We consent to the reference to our firms under the caption “Experts” and to the incorporation by reference of our report dated April 2, 2003 (except with respect to the matters discussed in Note 17, as to which the date is June 27, 2003) with respect to the consolidated balance sheet of Vivendi Universal and subsidiaries as of December 31, 2002 and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the year then ended, in the Registration Statement on Form F-4 and related Prospectus of Vivendi Universal for the registration of $975,000,000 and euro 500,000,000 of Senior Notes due 2008.

We consent to the reference to our firm under the caption “Experts” and to incorporation by reference in this Registration Statement on Form F-4 and related prospectus of Vivendi Universal for the registration of $ 975,000,000 and Euro 500,000,000 of Senior Notes due 2008 of the report dated March 28, 2002 (except with respect to the matters discussed in Note 14 as to which the date is May 24, 2002) with respect to the consolidated balance sheets of Vivendi Universal and subsidiaries as of December 31, 2001 and 2000 and the related consolidated statements of income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2001, which have been copied in Vivendi Universal Annual Report on Form 20-F for the year ended December 31, 2002, filed with the Securities and Exchange Commission on June 30, 2003. This report is a copy of a joint audit report previously issued by Barbier Frinault & Cie, a member of Andersen Worldwide and RSM Salustro Reydel.

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) o

$975,000,000 6.25% Senior Notes due 2008
Eur500,000,000 6.25% Senior Notes due 2008

Item 1. General information. Furnish the following information as to the Trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.

	If the obligor is an affiliate of the trustee, describe each such affiliation.

	None.

	Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

	1.		A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)

	4.		A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)

	6.		The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)

	7.		A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 9th day of September, 2003.

I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS CONTAINED HEREIN (THE “INSTRUCTIONS”) SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus (as defined below).

This Letter of Transmittal is to be completed by holders of Outstanding Notes (as defined below) either if Outstanding Notes are to be forwarded herewith or if tenders of Outstanding Notes are to be made by book-entry transfer to an account maintained by The Bank of New York (the “Exchange Agent”) at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in “The Exchange Offer — Procedures for Tendering Outstanding Notes” in the Prospectus. Holders of Outstanding Notes whose certificates (the “Certificates”) for such Outstanding Notes are not immediately available or who cannot deliver their Certificates, this Letter of Transmittal and all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, may tender their Outstanding Notes according to the guaranteed delivery procedures set forth in “The Exchange Offer — Procedures for Tendering Outstanding Notes — Guaranteed Delivery” in the Prospectus.

DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

List below the Outstanding Notes of which you are a holder. If the space provided below is inadequate, list the certificate numbers and principal amount on a separate signed schedule and attach that schedule to this Letter of Transmittal. See Instruction 3.


*	Need not be completed by book-entry holders. Such holders should check the appropriate box below and provide the requested information.

**	Need not be completed if tendering for exchange all Outstanding Notes held. Outstanding Notes may be tendered in whole or in part in an integral multiple of $1,000 in principal amount. All Outstanding Notes held shall be deemed tendered unless a lesser number is specified in this column. See Instruction 4.


o	CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AT DTC AND COMPLETE THE FOLLOWING:


o	CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:


o	CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED OUTSTANDING NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

The undersigned hereby tenders to Vivendi Universal S.A., (the “Company”), the above described principal amount of the Company’s un-registered and outstanding $975,000,000 6.25% Senior Notes due 2008, (the “Outstanding Notes”), in exchange for a like principal amount of the Company’s new issue of its $975,000,000 6.25% Senior Notes due 2008 (the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), upon the terms and subject to the conditions set forth in the prospectus dated , 2003 (as the same may be amended or supplemented from time to time, the “Prospectus”), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which, together with the Prospectus, constitute the “Exchange Offer”). This Letter of Transmittal does not relate to the Company’s €500,000,000 6.25% Senior Notes due 2008. Holders of euro-denominated notes will receive a separate Letter of Transmittal relating to those euro-denominated notes and, accordingly, should not list their euro-denominated notes on this Letter of Transmittal.

Subject to and effective upon the acceptance for exchange of all or any portion of the Outstanding Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to or upon the order of the Company all right, title and interest in and to such Outstanding Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact (with full knowledge that the Exchange Agent is also acting as agent of the Company in connection with the Exchange Offer and as Trustee under the Indenture for the Outstanding Notes and the Exchange Notes) with respect to the tendered Outstanding Notes, with full power of substitution (such power of attorney being an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the Prospectus, to: (i) deliver Certificates for such Outstanding Notes to the Company together with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company upon receipt by the Exchange Agent, as the undersigned’s agent, of the Exchange Notes to be issued in exchange for such Outstanding Notes; (ii) present Certificates for such Outstanding Notes for transfer, and to transfer such Outstanding Notes on the account books maintained by DTC; and (iii) receive for the account of the Company all benefits and otherwise exercise all rights of beneficial ownership of such Outstanding Notes, all in accordance with the terms and conditions of the Exchange Offer.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, sell, assign and transfer the Outstanding Notes tendered hereby and that, when the same are accepted for exchange, the Company will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances, and that the Outstanding Notes tendered hereby are not subject to any adverse claims or proxies. The undersigned will, upon request, execute and deliver any additional documents deemed by the Company or the Exchange Agent to be necessary or desirable to complete the exchange, sale, assignment and transfer of the Outstanding Notes tendered hereby. The undersigned has read and agrees to all of the terms of the Exchange Offer.

The name(s) and address(es) of the registered holder(s) of the Outstanding Notes tendered hereby should be printed above, if they are not already set forth above, as they appear on the Certificates representing such Outstanding Notes. The Certificate number(s) and amount of Outstanding Notes that the undersigned wishes to tender should be indicated in the appropriate boxes above. If any tendered Outstanding Notes are not exchanged pursuant to the Exchange Offer for any reason, or if Certificates are submitted for more Outstanding Notes than are tendered or accepted for exchange, Certificates for such unexchanged or untendered Outstanding Notes will be returned (or, in the case of Outstanding Notes tendered by book-entry transfer, such Outstanding Notes will be credited to an account maintained at DTC), without expense to the tendering holder, promptly following the expiration or termination

of the Exchange Offer. The undersigned understands that tenders of Outstanding Notes pursuant to any one of the procedures described in “The Exchange Offer — Procedures for Tendering Outstanding Notes” in the Prospectus and in the Instructions herein will, upon the Company’s acceptance for exchange of such tendered Outstanding Notes, constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. The undersigned recognizes that, under certain circumstances set forth in the Prospectus, the Company may not be required to accept for exchange any of the Outstanding Notes tendered hereby.

Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, the undersigned hereby directs that the Exchange Notes be issued in the name(s) of the undersigned or, in the case of a book-entry transfer of Outstanding Notes, be credited to the account at DTC indicated above in the box entitled “Description of Outstanding Notes.” If applicable, substitute Certificates representing Outstanding Notes not exchanged or not accepted for exchange will be issued to the undersigned or, in the case of a book-entry transfer of Outstanding Notes, will be credited to the account at DTC indicated above. Similarly, unless otherwise indicated under “Special Delivery Instructions,” please deliver Exchange Notes to the undersigned at the address shown below the undersigned’s signature.

By tendering Outstanding Notes and executing this Letter of Transmittal, the undersigned hereby represents and agrees that: (i) the undersigned is not an “affiliate” of the Company (within the meaning of Rule 405 under the Securities Act), or if the undersigned is an affiliate, the undersigned will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable; (ii) any Exchange Notes to be received by the undersigned are being acquired in the ordinary course of its business; and (iii) the undersigned has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of Exchange Notes to be received in the Exchange Offer. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes.

If the undersigned is a broker-dealer, by tendering Outstanding Notes and executing this Letter of Transmittal, the undersigned represents and agrees that such Outstanding Notes were acquired by such broker-dealer for its own account as a result of market-making activities or other trading activities and it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The Company has agreed that it will make the Prospectus available to any participating broker-dealer in connection with any such resale for at least 180 days after the Expiration Date.

All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives, successors and assigns of the undersigned. Except as stated in the Prospectus and in the Instructions contained in this Letter of Transmittal, this tender is irrevocable.

This Letter of Transmittal must be signed by the registered holder(s) exactly as their name(s) appear(s) on the Certificate(s) for the Outstanding Notes, or by person(s) authorized to become registered holder(s) by a properly completed bond power from the registered holder(s), a copy of which must be transmitted with this Letter of Transmittal. If Outstanding Notes to which this Letter of Transmittal relate are held of record by two or more joint holders, then all such holders must sign this. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, then please set forth full title. See Instructions 2 and 5.


	Name(s):
	(Please Type or Print)
	Capacity:
	Address:
	(Including Zip Code)
	Area Code and Telephone Number:
	Tax Identification or Social Security Number(s):

________________________________________________________________________________

To be completed ONLY if Certificates for Outstanding Notes not exchanged and/or Exchange Notes are to be issued in the name of and sent to someone other than the person or persons whose signature(s) appear(s) on this Letter of Transmittal above. Issue Exchange Notes and/or Outstanding Notes to:

To be completed ONLY if Certificates for Outstanding Notes not exchanged and/or Exchange Notes are to be sent to someone other than the person or persons whose signature(s) appear(s) on this Letter of Transmittal above. Letter of Transmittal above or to such person or persons at an address other than shown in the box above entitled “Description of Outstanding Notes.” Deliver Exchange Notes and/or Outstanding Notes to:

IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATE(S) FOR OUTSTANDING NOTES AND ANY OTHER DOCUMENTS REQUIRED) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

1. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery Procedures.

This Letter of Transmittal is to be completed either if: (i) Certificates are to be forwarded herewith or (ii) tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth (as defined below) in “The Exchange Offer — Procedures for Tendering Outstanding Notes — Book-Entry Transfer” in the Prospectus and an Agent’s Message is not delivered. Certificates, or timely confirmation of a book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at DTC, as well as this Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein on or prior to the Expiration Date. Tenders by book-entry transfer may also be made by delivering an Agent’s Message in lieu of this Letter of Transmittal. The term “Agent’s Message” means a message, transmitted by DTC to and received by the Exchange Agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgement from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by the Letter of Transmittal and that the Company may enforce the Letter of Transmittal against such participant. The term “book-entry confirmation” means a timely confirmation of book-entry transfer of Outstanding Notes into the Exchange Agent’s account at DTC. Outstanding Notes may be tendered in whole or in part in integral multiples of $1,000 principal amount at maturity.

Holders who wish to tender their Outstanding Notes and: (i) whose Certificates for such Outstanding Notes are not immediately available; (ii) who cannot deliver their Certificates, this Letter of Transmittal and all other required documents to the Exchange Agent prior to the Expiration Date; or (iii) who cannot complete the procedures for delivery by book-entry transfer on a timely basis, may tender their Outstanding Notes by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in “The Exchange Offer — Procedures for Tendering Outstanding Notes — Guaranteed Delivery” in the Prospectus. Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution (as defined below); (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form accompanying this Letter of Transmittal, must be received by the Exchange Agent prior to the Expiration Date; and (iii) the Certificates (or a book-entry confirmation) representing all tendered Outstanding Notes, in proper form for transfer, together with a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent’s Message, in the case of a book-entry transfer, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of such Notice of Guaranteed Delivery, all as provided in “The Exchange Offer — Procedures for Tendering Outstanding Notes — Guaranteed Delivery” in the Prospectus.

The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile or mail to the Exchange Agent, and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. For Outstanding Notes to be properly tendered pursuant to the guaranteed delivery procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery on or prior to the Expiration Date. As used herein and in the Prospectus, “Eligible Institution” means a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as “an eligible guarantor institution,” including (as such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal securities broker or dealer or government securities broker or dealer; (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency; or (v) a savings association. The method of delivery of Certificates for Outstanding Notes, this Letter of Transmittal and all other required documents is at the option and sole risk of the tendering holder, and delivery will be deemed made only when actually received by the Exchange Agent. Instead of delivery by mail, it is recommended that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely

The Company will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a Letter of Transmittal (or facsimile thereof), waives any right to receive any notice of the acceptance of such tender.

No signature guarantee on this Letter of Transmittal is required if: (i) this Letter of Transmittal is signed by the registered holder (which shall include any participant in DTC whose name appears on a security position listing as the owner of the Outstanding Notes) of Outstanding Notes tendered herewith, unless such holder has completed either the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” above; or (ii) such Outstanding Notes are tendered for the account of a firm that is an Eligible Institution. In all other cases, an Eligible Institution must guarantee the signature(s) on this Letter of Transmittal. See Instruction 5.

If the space provided in the box captioned “Description of Outstanding Notes Tendered” is inadequate, the Certificate number(s) and/or the principal amount of Outstanding Notes and any other required information should be listed on a separate signed schedule and attached to this Letter of Transmittal.

Tenders of Outstanding Notes will be accepted only in integral multiples of $1,000 stated principal amount at maturity. If less than all the Outstanding Notes evidenced by any Certificate submitted are to be tendered, fill in the principal amount of Outstanding Notes which are to be tendered in the “Principal Amount Tendered” column in the box entitled “Description of Outstanding Notes Tendered.” In such case, new Certificate(s) for the remainder of the Outstanding Notes that were evidenced by the old Certificate(s) will be sent to the tendering holder (unless the appropriate boxes on this Letter of Transmittal are completed) promptly after the Expiration Date. All Outstanding Notes represented by Certificates delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

Except as otherwise provided herein, tenders of Outstanding Notes pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date. In order for a withdrawal to be effective, a written, telegraphic or facsimile transmission of such notice of withdrawal must be timely received by the Exchange Agent at its address set forth above prior to the Expiration Date. Any such notice of withdrawal must specify the name of the person who tendered the Outstanding Notes to be withdrawn, the aggregate principal amount of Outstanding Notes to be withdrawn, and if Certificates for such Outstanding Notes have been tendered, the name of the registered holder of the Outstanding Notes as set forth on the Certificate(s), if different from that of the person who tendered such Outstanding Notes. If Certificates for Outstanding Notes have been delivered or otherwise identified to the Exchange Agent, the notice of withdrawal must specify the serial numbers on the particular Certificates for the Outstanding Notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution, except in the case of Outstanding Notes tendered for the account of an Eligible Institution. If Outstanding Notes have been tendered pursuant to the procedures for book-entry transfer set forth in “The Exchange Offer — Procedures for Tendering Outstanding Notes — Book-Entry Transfer” in the Prospectus, the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of Outstanding Notes and must otherwise comply with the procedures of DTC. Withdrawals of tenders of Outstanding Notes may not be rescinded. Outstanding

All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties. Neither the Company, any affiliates of the Company, the Exchange Agent nor any other person shall be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any Outstanding Notes which have been tendered but which are withdrawn will be returned to the holder thereof promptly after withdrawal.

If this Letter of Transmittal is signed by the registered holder(s) of the Outstanding Notes tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the Certificate(s) or on a security position listing, without alteration, enlargement or any change whatsoever. If any of the Outstanding Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any tendered Outstanding Notes are registered in different names on several Certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles thereof or Agent’s Messages in lieu thereof) as there are names in which Certificates are registered. If this Letter of Transmittal or any Certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Company, in its sole discretion, of such persons’ authority to so act.

When this Letter of Transmittal is signed by the registered holder(s) of the Outstanding Notes listed and transmitted hereby, no endorsement(s) of Certificate(s) or separate bond power(s) are required unless Exchange Notes are to be issued in the name of a person other than the registered holder(s). Signature(s) on such Certificate(s) or bond power(s) must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Outstanding Notes listed and transmitted hereby, the Certificate(s) must be endorsed or accompanied by appropriate bond power(s), signed exactly as the name(s) of the registered owner(s) appear(s) on the Certificate(s), and also must be accompanied by such opinions of counsel, certifications and other information as the Company or the Trustee for the Outstanding Notes may require in accordance with the restrictions on transfer applicable to the Outstanding Notes. Signature(s) on such Certificate(s) or bond power(s) must be guaranteed by an Eligible Institution.

If Exchange Notes or Certificates for Outstanding Notes not exchanged are to be issued in the name of a person other than the signer of this Letter of Transmittal, or are to be sent to someone other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. In the case of issuance in a different name, the taxpayer identification number of the person named must also be indicated. Holders tendering Outstanding Notes by book-entry transfer may request that Outstanding Notes not exchanged be credited to such account maintained at DTC as such holder may designate. If no such instructions are given, Outstanding Notes not exchanged will be returned by mail or, if tendered by book-entry transfer, by crediting the account indicated above maintained at DTC.

The Company will determine, in its sole discretion, all questions as to the form of documents, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Outstanding Notes, which determination shall be final and binding on all parties. The Company reserves the absolute right, in its sole and absolute discretion, to reject any and all tenders determined by it not to be in proper form or the acceptance of which, or exchange for, may, in the view of counsel to the Company, be unlawful. The Company also reserves the absolute right, subject to applicable law, to waive any of the conditions of the Exchange Offer set forth in “The Exchange Offer — Conditions to the Exchange Offer” in the Prospectus or any defect or irregularity in any tender of Outstanding Notes of any particular holder whether or not similar defects or irregularities are waived in the case of other holders. The Company’s interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) will be final and binding. No tender of Outstanding Notes will be deemed to have been validly made until all defects or irregularities with respect to such tender have been cured or waived. Neither the Company, any affiliates or assigns of the Company, the Exchange Agent, or any other person shall be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

Questions and requests for assistance may be directed to the Exchange Agent at its address and telephone number set forth above. Additional copies of the Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from the Exchange Agent or from your broker, dealer, commercial bank, trust company or other nominee.

Under the federal income tax laws, payments that may be made by the Company on account of Exchange Notes may be subject to backup withholding at the rate of 30% in 2002 and 2003 and 29% thereafter. In order to avoid backup withholding, each tendering holder should complete and sign the Substitute Form W-9 included in this Letter of Transmittal and either (a) provide the correct taxpayer identification number (“TIN”) and certify, under penalties of perjury, that the TIN provided is correct and that (i) the holder has not been notified by the Internal Revenue Service (the “IRS”) that the holder is subject to backup withholding as a result of failure to report all interest or dividends or (ii) the IRS has notified the holder that the holder is no longer subject to backup withholding; or (b) provide an adequate basis for exemption. If the tendering holder has not been issued a TIN and has applied for one, or intends to apply for one in the near future, such holder should write “Applied For” in the space provided for the TIN in Part I of the Substitute Form W-9, sign and date the Substitute Form W-9 and sign the Certificate of Payee Awaiting Taxpayer Identification Number. If “Applied For” is written in Part I, the Company (or the paying agent under the Indenture governing the Exchange Notes) will retain a percentage (equal to the applicable backup withholding rate — either 30% or 29%) of payments made to the tendering holder during the 60-day period following the date of the Substitute Form W-9. If the holder furnishes the Exchange Agent or the Company with its TIN within 60-days after the date of the Substitute Form W-9, the Company (or the paying agent) will remit such amounts retained during the 60-day period to the holder and no further amounts will be retained or withheld from payments made to the holder thereafter. If, however, the holder does not provide the Exchange Agent or the Company with its TIN within such 60-day period, the Company (or the paying agent) will remit such previously retained amounts to the IRS as backup withholding and, until a correct TIN is provided, will backup withhold (at the applicable rate) on all payments made thereafter. In general, if a holder is an individual, the taxpayer identification number is that individual’s Social Security Number. If the Exchange Agent or the Company is not provided with the correct taxpayer identification number, the holder may be subject to a $50 penalty imposed by the IRS. Certain holders (including, among others, corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, such holder must submit to the Exchange Agent or

the Company the appropriate IRS Form W-8, signed under penalties of perjury, attesting to that individual’s exempt status. Such forms can be obtained from the Exchange Agent upon request. For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Substitute Form W-9 if Outstanding Notes are registered in more than one name), consult the guidelines included in the Request for Taxpayer Identification Number and Certification on Form W-9. You may obtain a copy of this document at the IRS’ website at www.irs.gov.

Failure to complete the Substitute Form W-9 will not, by itself, cause Outstanding Notes to be deemed invalidly tendered, but may require the Company (or the paying agent) to withhold (at the applicable rate) from any payments made on account of the Exchange Notes. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained.

If any Certificate(s) representing Outstanding Notes has been mutilated, lost, destroyed or stolen, the holder should promptly notify the Exchange Agent. The holder will then be instructed as to the steps that must be taken in order to replace the Certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing a mutilated, lost, destroyed or stolen Certificate(s) have been followed.

Holders who tender their Outstanding Notes for exchange will not be obligated to pay any transfer taxes in connection therewith, except that if Exchange Notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Outstanding Notes tendered, or if a transfer tax is imposed for any reason other than the exchange of Outstanding Notes in connection with the Exchange Offer, then the amount of any such transfer tax (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such transfer tax or exemption therefrom is not submitted with the Letter of Transmittal, the amount of such transfer tax will be billed directly to such tendering holder. IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF), TOGETHER WITH CERTIFICATES REPRESENTING TENDERED OUTSTANDING NOTES OR A BOOK ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.


	Certification Guidelines —

	You must cross out Item (2) of the above certification if you have been notified by the IRS that you are subject to backup withholding because of underreporting of interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out Item (2).

I certify, under penalties of perjury, that a Taxpayer Identification Number has not been issued to me and that I mailed or delivered an application to receive a Taxpayer Identification Number to the appropriate Internal Revenue Service Center or Social Security Administration Office (or I intend to mail or deliver an application in the near future). I understand that if I do not provide a Taxpayer Identification Number to the payer, a percentage (equal to the applicable backup withholding rate — either 30% or 29%) of all payments made to me on account of the Exchange Notes shall be retained until I provide a Taxpayer Identification Number to the payer and that, if I do not provide my Taxpayer Identification Number within 60 days, such retained amounts shall be remitted to the Internal Revenue Service as a backup withholding and a percentage (equal to the applicable backup withholding rate — either 30% or 29%) of all reportable payments made to me thereafter will be withheld and remitted to the Internal Revenue Service until I provide a Taxpayer Identification Number.


NOTE:	FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING ON ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE EXCHANGE NOTES. PLEASE REVIEW THE GUIDELINES INCLUDED IN THE REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION ON FORM W-9 FOR ADDITIONAL DETAILS.

Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus (as defined below).

Holders of Outstanding Notes whose certificates (the “Certificates”) for such Outstanding Notes are not immediately available or who cannot deliver their Certificates, this Letter of Transmittal and all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, may tender their Outstanding Notes

DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.


*	Need not be completed by book-entry holders. Such holders should check the appropriate box below and provide the requested information.

**	Need not be completed if tendering for exchange all Outstanding Notes held. Outstanding Notes may be tendered in whole or in part in an integral multiple of €1,000 principal amount. All Outstanding Notes held shall be deemed tendered unless a lesser number is specified in this column. See Instruction 4.


o	CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:


o	CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:


o	CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED OUTSTANDING NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

The undersigned hereby tenders to Vivendi Universal S.A., a société anonyme organized under the laws of the Republic of France (the “Company”), the above described principal amount of the Company’s unregistered and outstanding €500,000,000 6.25% Senior Notes due 2008, (the “Outstanding Notes”), in exchange for a like principal amount of the Company’s €500,000,000 6.25% Senior Notes due 2008 (the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), upon the terms and subject to the conditions set forth in the prospectus dated , 2003 (as the same may be amended or supplemented from time to time, the “Prospectus”), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which, together with the Prospectus, constitute the “Exchange Offer”). This Letter of Transmittal does not relate to the Company’s $975,000,000 6.25% Senior Notes due 2008. Holders of dollar-denominated notes will receive a separate Letter of Transmittal relating to those dollar-denominated notes and, accordingly, should not list their dollar-denominated notes on this Letter of Transmittal.

Subject to and effective upon the acceptance for exchange of all or any portion of the Outstanding Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to or upon the order of the Company all right, title and interest in and to such Outstanding Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact (with full knowledge that the Exchange Agent is also acting as agent of the Company in connection with the Exchange Offer and as Trustee under the Indenture for the Outstanding Notes and the Exchange Notes) with respect to the tendered Outstanding Notes, with full power of substitution (such power of attorney being an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the Prospectus, to: (i) deliver Certificates for such Outstanding Notes to the Company together with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company upon receipt by the Exchange Agent, as the undersigned’s agent, of the Exchange Notes to be issued in exchange for such Outstanding Notes; (ii) present Certificates for such Outstanding Notes for transfer, and to transfer such Outstanding Notes on the account books maintained by the Book-Entry Transfer Facility and (iii) receive for the account of the Company all benefits and otherwise exercise all rights of beneficial ownership of such Outstanding Notes, all in accordance with the terms and conditions of the Exchange Offer.

The name(s) and address(es) of the registered holder(s) of the Outstanding Notes tendered hereby should be printed above, if they are not already set forth above, as they appear on the Certificates representing such Outstanding Notes. The Certificate number(s) and amount of Outstanding Notes that the undersigned wishes to tender should be indicated in the appropriate boxes above. If any tendered Outstanding Notes are not exchanged pursuant to the Exchange Offer for any reason, or if Certificates are submitted for more Outstanding Notes than are tendered or accepted for exchange, Certificates for such unexchanged or untendered Outstanding Notes will be returned (or, in the case of Outstanding Notes tendered by book-entry transfer, such Outstanding Notes will be credited to an account maintained at the Book-Entry Transfer Facility), without expense to the tendering holder, promptly following

the expiration or termination of the Exchange Offer. The undersigned understands that tenders of Outstanding Notes pursuant to any one of the procedures described in “The Exchange Offer — Procedures for Tendering Outstanding Notes” in the Prospectus and in the Instructions herein will, upon the Company’s acceptance for exchange of such tendered Outstanding Notes, constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. The undersigned recognizes that, under certain circumstances set forth in the Prospectus, the Company may not be required to accept for exchange any of the Outstanding Notes tendered hereby. Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, the undersigned hereby directs that the Exchange Notes be issued in the name(s) of the undersigned or, in the case of a book-entry transfer of Outstanding Notes, be credited to the account at the Book-Entry Transfer Facility indicated above in the box entitled “Description of Outstanding Notes. “If applicable, substitute Certificates representing Outstanding Notes not exchanged or not accepted for exchange will be issued to the undersigned or, in the case of a book-entry transfer of Outstanding Notes, will be credited to the account at the Book-Entry Transfer Facility indicated above. Similarly, unless otherwise indicated under “Special Delivery Instructions,” please deliver Exchange Notes to the undersigned at the address shown below the undersigned’s signature.


	Name(s):
	(Please Type or Print)
	Capacity:
	Address:
	(Including Zip Code)
	Area Code and Telephone Number:
	Tax Identification or Social Security Number(s):

________________________________________________________________________________

To be completed ONLY if Certificates for Outstanding Notes not exchanged and/or Exchange Notes are to be sent to someone other than the person or persons whose signature(s) appear(s) on this Letter of Transmittal above or to such person or persons at an address other than shown in the box above entitled “Description of Outstanding Notes.”

This Letter of Transmittal is to be completed either if: (i) Certificates are to be forwarded herewith or (ii) tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in “The Exchange Offer — Procedures for Tendering Outstanding Notes — Book-Entry Transfer” in the Prospectus and an Agent’s Message (as defined below) is not delivered. Certificates, or timely confirmation of a book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at the Book-Entry Transfer Facility, as well as this Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein on or prior to the Expiration Date. Tenders by book-entry transfer may also be made by delivering an Agent’s Message in lieu of this Letter of Transmittal. The term “Agent’s Message” means a message, transmitted by the Book-Entry Transfer Facility to and received by the Exchange Agent and forming a part of a book-entry confirmation, which states that the Book-Entry Transfer Facility has received an express acknowledgement from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by the Letter of Transmittal and that the Company may enforce the Letter of Transmittal against such participant. The term “book-entry confirmation” means a timely confirmation of book-entry transfer of Outstanding Notes into the Exchange Agent’s account at the Book-Entry Transfer Facility. Outstanding Notes may be tendered in whole or in part in integral multiples of €1,000 principal amount at maturity.

use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery to the Exchange Agent and proper insurance should be obtained. No Letter of Transmittal or Certificates for Outstanding Notes should be sent to the Company. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect these transactions for such holders.

No signature guarantee on this Letter of Transmittal is required if: (i) this Letter of Transmittal is signed by the registered holder (which shall include any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of the Outstanding Notes) of Outstanding Notes tendered herewith, unless such holder has completed either the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” above; or (ii) such Outstanding Notes are tendered for the account of a firm that is an Eligible Institution. In all other cases, an Eligible Institution must guarantee the signature(s) on this Letter of Transmittal. See Instruction 5.

Tenders of Outstanding Notes will be accepted only in integral multiples of €1,000 stated principal amount at maturity. If less than all the Outstanding Notes evidenced by any Certificate submitted are to be tendered, fill in the principal amount of Outstanding Notes which are to be tendered in the “Principal Amount Tendered” column in the box entitled “Description of Outstanding Notes Tendered.” In such case, new Certificate(s) for the remainder of the Outstanding Notes that were evidenced by the old Certificate(s) will be sent to the tendering holder (unless the appropriate boxes on this Letter of Transmittal are completed) promptly after the Expiration Date. All Outstanding Notes represented by Certificates delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

Except as otherwise provided herein, tenders of Outstanding Notes pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date. In order for a withdrawal to be effective, a written, telegraphic or facsimile transmission of such notice of withdrawal must be timely received by the Exchange Agent at its address set forth above prior to the Expiration Date. Any such notice of withdrawal must specify the name of the person who tendered the Outstanding Notes to be withdrawn, the aggregate principal amount of Outstanding Notes to be withdrawn, and if Certificates for such Outstanding Notes have been tendered, the name of the registered holder of the Outstanding Notes as set forth on the Certificate(s), if different from that of the person who tendered such Outstanding Notes. If Certificates for Outstanding Notes have been delivered or otherwise identified to the Exchange Agent, the notice of withdrawal must specify the serial numbers on the particular Certificates for the Outstanding Notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution, except in the case of Outstanding Notes tendered for the account of an Eligible Institution. If Outstanding Notes have been tendered pursuant to the procedures for book-entry transfer set forth in “The Exchange Offer — Procedures for Tendering Outstanding Notes — Book-Entry Transfer” in the Prospectus, the notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawal of Outstanding Notes and must otherwise

comply with the procedures of the Book-Entry Transfer Facility. Withdrawals of tenders of Outstanding Notes may not be rescinded. Outstanding Notes properly withdrawn will not be deemed validly tendered for purposes of the Exchange Offer, but may be retendered at any subsequent time prior to the Expiration Date by following any of the procedures set forth in “The Exchange Offer — Procedures for Tendering Outstanding Notes” in the Prospectus.

If Exchange Notes or Certificates for Outstanding Notes not exchanged are to be issued in the name of a person other than the signer of this Letter of Transmittal, or are to be sent to someone other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. In the case of issuance in a different name, the taxpayer identification number of the person named must also be indicated. Holders tendering Outstanding Notes by book-entry transfer may request that Outstanding Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such holder may designate. If no such instructions are given, Outstanding Notes not exchanged will be returned by mail or, if tendered by book-entry transfer, by crediting the account indicated above maintained at the Book-Entry Transfer Facility.

If any Certificate(s) representing Outstanding Notes has been mutilated, lost, destroyed or stolen, the holder should promptly notify the Exchange Agent. The holder will then be instructed as to the steps that must be taken in order to replace the Certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing mutilated, lost, destroyed or stolen Certificate(s) have been followed.

You must cross out Item (2) of the above certification if you have been notified by the IRS that you are subject to backup withholding because of underreporting of interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out Item (2).


NOTE:	FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING ON ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE EXCHANGE NOTES. PLEASE REVIEW THE GUIDELINES INCLUDED IN THE REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION ON FORM W-9 FOR ADDITIONAL DETAILS.

This Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be used by registered holders of unregistered and outstanding $975,000,000 6.25% Senior Notes due 2008, (the “Outstanding Notes”) of Vivendi Universal S.A., a société anonyme organized under the laws of the Republic of France (the “Company”), who wish to tender their Outstanding Notes pursuant to the exchange offer described in the prospectus dated , 2003 (as the same may be amended or supplemented from time to time, the “Prospectus”) and (a) whose certificates for the Outstanding Notes are not immediately available, (b) who cannot deliver their Outstanding Notes, a Letter of Transmittal and all other required documents to The Bank of New York (the “Exchange Agent”) or (c) who cannot complete the procedures for book-entry transfer prior to 5:00 p.m., New York City time, on , 2003 or such later date and time to which the exchange offer may be extended (the “Expiration Date”).

This Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be delivered by hand or sent by facsimile transmission or mail to the Exchange Agent, and must be received by the Exchange Agent prior to the Expiration Date. See “The Exchange Offer — Procedures for Tendering Outstanding Notes” in the Prospectus. Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an “Eligible Institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

The undersigned hereby tenders to the Company, upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal, the Outstanding Notes indicated below pursuant to the guaranteed delivery procedures set forth in “The Exchange Offer — Procedures for Tendering Outstanding Notes — Guaranteed Delivery” in the Prospectus and in the instructions to the Letter of Transmittal.

The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or a correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees that the undersigned will deliver to the Exchange Agent the certificates representing the Outstanding Notes being tendered hereby in proper form for transfer (or a confirmation of book-entry transfer of such Outstanding Notes, into the Exchange Agent’s account at the book-entry transfer facility of The Depository Trust Company (“DTC”)) with delivery of a properly completed and duly executed Letter of Transmittal (or manually-signed facsimile thereof), with any required signature guarantees, or an Agent’s Message, in the case of a book-entry transfer, and any other required documents, all within three New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery.

The institution that completes this form must communicate the guarantee to the Exchange Agent and must deliver the certificates representing any Outstanding Notes (or a confirmation of book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at DTC) and the Letter of Transmittal to the Exchange Agent within the time period shown herein. Failure to do so could result in a financial loss to such institution.

This Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be used by registered holders of unregistered and outstanding €500,000,000 6.25% Senior Notes due 2008, (the “Outstanding Notes”) of Vivendi Universal, S.A., a société anonyme organized under the laws of the Republic of France (the “Company”), who wish to tender their Outstanding Notes pursuant to the exchange offer described in the prospectus dated , 2003 (as the same may be amended or supplemented from time to time, the “Prospectus”) and (a) whose certificates for the Outstanding Notes are not immediately available, (b) who cannot deliver their Outstanding Notes, a Letter of Transmittal and all other required documents to The Bank of New York (the “Exchange Agent”) or (c) who cannot complete the procedures for book-entry transfer prior to 5:00 p.m., London time (12:00 p.m., New York City time), on , 2003 or such later date and time to which the exchange offer may be extended (the “Expiration Date”).

The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or a correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees that the undersigned will deliver to the Exchange Agent the certificates representing the Outstanding Notes being tendered hereby in proper form for transfer (or a confirmation of book-entry transfer of such Outstanding Notes, into the Exchange Agent’s account at the book-entry transfer facility of Euroclear Bank S.A./N.V. or Clearstream Banking, S.A. (the “Book-Entry Transfer Facility”)) with delivery of a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof), with any required signature guarantees, or an Agent’s Message, in the case of a book-entry transfer, and any other required documents, all within three New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery.

The institution that completes this form must communicate the guarantee to the Exchange Agent and must deliver the certificates representing any Outstanding Notes (or a confirmation of book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at the Book-Entry Transfer Facility) and the Letter of Transmittal to the Exchange Agent within the time period set forth herein. Failure to do so could result in a financial loss to such institution.

We are enclosing herewith a prospectus dated , 2003 (as amended and supplemented from time to time, the “Prospectus”) of Vivendi Universal S.A., a société anonyme organized under the laws of the Republic of France (the “Company”), and the related letters of transmittal (as amended and supplemented from time to time, the “Letters of Transmittal”), which together constitute the offer of the Company (the “Exchange Offer”) to exchange its new issue of 6.25% Senior Notes due 2008 (the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement of which the Prospectus is a part, for its unregistered and outstanding 6.25% Senior Notes due 2008 (the “Old Notes”). This material is being forwarded to you as the beneficial owner of the Old Notes held by us for your account but not registered in your name. A tender of such Old Notes may only be made by us as the holder of record and pursuant to your instructions.

Accordingly, we request instructions as to whether you wish us to tender on your behalf the Old Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letters of Transmittal. We urge you to read the Prospectus and Letters of Transmittal carefully before instructing us to tender your Old Notes.

Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Old Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on , 2003 with respect to the Old Notes denominated in U.S. dollars and at 5:00 p.m., London time, on , 2003 with respect to the Old Notes denominated in euros, unless extended by the Company (such date, as extended, the “Expiration Date”). Any Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the expiration of the Exchange Offer.

If you wish to have us tender your Old Notes, please so instruct us by completing, executing and returning to us the enclosed instruction form. The Letter of Transmittal is furnished to you for information only and may not be used directly by you to tender Old Notes.

The undersigned hereby acknowledges receipt of the prospectus dated , 2003 (as amended and supplemented from time to time, the “Prospectus”) of Vivendi Universal S.A., a société anonyme organized under the laws of the Republic of France (the “Company”), and the related Letters of Transmittal (the “Letters of Transmittal”), which together constitute the Company’s offer (the “Exchange Offer”) to exchange its new issue of 6.25% Senior Notes due 2008, (the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement of which the Prospectus is a part, for its unregistered and outstanding 6.25% Senior Notes due 2008 (the “Old Notes”). This will instruct you, the registered holder, as to the action to be taken by you relating to the Exchange Offer with respect to the Old Notes held by you for the account of the undersigned.

The aggregate face amount of the Old Notes held by you for the account of the undersigned is (fill in amount, please specify whether in U.S. dollars or euros): $ of the 6.25% Senior Notes due 2008, and/or € of the 6.25% Senior Notes due 2008.

With respect to the Exchange Offer, the undersigned hereby instructs you (check the appropriate statement):


A.	To TENDER the following Old Notes held by you for the account of the undersigned (insert principal amount of Old Notes to be tendered and specify whether in U.S. dollars or euros — if no amount is entered and box is checked ALL NOTES DENOMINATED IN THAT CURRENCY WILL BE TENDERED):


(1)	Must be an integral multiple of $1,000.

(2)	Must be an integral multiple of €1,000.

If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letters of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations that, (i) neither the holder of Old Notes nor any other person is an “affiliate” of the Company (within the meaning of Rule 405 under the Securities Act) or, if the holder is an affiliate, that holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (ii) any Exchange Notes to be acquired pursuant to the Exchange Offer will be obtained in the ordinary course of business of the person receiving the Exchange Notes, whether or not that person is the registered holder, (iii) neither the holder nor any other person has an arrangement or understanding with any person to participate in a distribution of Exchange Notes, (iv) if the holder is not a broker-dealer, neither the holder nor any other person is engaged in or intends to engage in the distribution of the Exchange Notes and (v) if the holder is a broker-dealer, it must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the Exchange Notes. By so acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes, the undersigned is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

We are enclosing herewith the materials listed below relating to the offer by Vivendi Universal S.A., a société anonyme organized under the laws of the Republic of France (the “Company”), to exchange its new issue of 6.25% Senior Notes due 2008 (the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for its unregistered outstanding 6.25% Senior Notes due 2008 (the “Old Notes”), upon the terms and subject to the conditions set forth in the prospectus dated , 2003 (as amended or supplemented from time to time, the (“Prospectus”) of the Company and the related letters of transmittal (as amended or supplemented from time to time, the “Letters of Transmittal”), which together constitute the Company’s offer (the “Exchange Offer”).


	1.	Prospectus;

	2.	Letter of Transmittal relating to the Old Notes denominated in dollars for your use and for the information of your clients;

	3.	Letter of Transmittal relating to the Old Notes denominated in euros for your use and for the information of your clients;

	4.	Notice of Guaranteed Delivery relating to the Old Notes denominated in dollars and a Notice of Guaranteed Delivery relating to the Old Notes denominated in euros, each of which is to be used to accept the Exchange Offer if certificates for Old Notes are not immediately available or time will not permit all required documents to reach the appropriate exchange agent prior to the Expiration Date (as defined below) or if the procedure for book-entry transfer cannot be completed on a timely basis;

	5.	Letter that may be sent to your clients for whose account you hold Old Notes in your name or in the name of your nominee, to accompany the instructions referred to below, for obtaining the client’s instructions with regard to the Exchange Offer; and

	6.	Instructions to Registered Holder from Beneficial Owner.

We urge you to contact your clients promptly. Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on , 2003 with respect to the Old Notes denominated in U.S. dollars and at 5:00 p.m., London time, on , 2003 with respect to the Old Notes denominated in euros (each, an “Expiration Date”), unless extended by the Company. The Exchange Offer is not conditioned upon any minimum amount of Old Notes being tendered.

Pursuant to the Letters of Transmittal, each holder of Old Notes will represent to the Company that (i) neither the holder of Old Notes nor any other person is an “affiliate” of the Company (within the meaning of Rule 405 under the Securities Act) or, if the holder is an affiliate, that holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (ii) any Exchange Notes to be acquired pursuant to the Exchange Offer will be obtained in the ordinary

course of business of the person receiving the Exchange Notes, whether or not that person is the registered holder, (iii) neither the holder nor any other person has an arrangement or understanding with any person to participate in a distribution of Exchange Notes, (iv) if the holder is not a broker-dealer, neither the holder nor any other person is engaged in or intends to engage in the distribution of the Exchange Notes and (v) if the holder is a broker-dealer, it must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the Exchange Notes. By so acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes, the holder is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The enclosed Instructions to Registered Holder from Beneficial Owner contain an authorization by the beneficial owners of the Old Notes for you to make the foregoing representations.

The Company will not pay any fee or commission to any broker or dealer or to any other person (other than the exchange agents) in connection with the solicitation of tenders of Old Notes pursuant to the Exchange Offer. The Company will not pay or cause to be paid any transfer taxes payable on the transfer of Old Notes to it.

Any questions regarding the Exchange Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the exchange agents for the Exchange Offer, at their addresses and telephone numbers set forth on the front of the Letters of Transmittal.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AN AGENT FOR THE COMPANY OR THE EXCHANGE AGENTS, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

2 EX-99.7 17 y00652exv99w7.txt EXHIBIT 99.7 Exhibit 99.7 [VIVENDI LOGO] OPERATING AND FINANCIAL REVIEW AND PROSPECTS FOR THE FIRST QUARTER 2003 & UNAUDITED INTERIM FINANCIAL STATEMENTS FOR THE FIRST QUARTER 2003 (FRENCH GAAP BASIS) MARCH 31, 2003 French GAAP basis A.- OPERATING AND FINANCIAL REVIEW AND PROSPECTS AT MARCH 31, 2003 (UNAUDITED) 1. FIRST QUARTER 2003 RESULTS 1.1. COMMENTS ON VIVENDI UNIVERSAL'S EARNINGS NET LOSS has been reduced from E 815 million in the first quarter 2002 to E 319 million in the first quarter 2003. The reduction in the net loss has been driven by a significant increase in the OPERATING INCOME of the current businesses(1): - The operating income was E 844 million for the first quarter of 2003. - On a pro forma basis(2), i.e., excluding Veolia Environnement (formerly named Vivendi Environnement) and the Vivendi Universal Publishing businesses sold in 2002 and 2003, and including Vivendi Universal Entertainment LLLP as if the USA Networks entertainment assets had been acquired as of January 1, 2002, the Q1 2002 operating income was E 607 million. - This 39% improvement has been achieved through: o The continued progress at Cegetel and Maroc Telecom (30% and 27% growth of their operating income, respectively); o The progress of the turn-around of Canal+ Group which has positive quarterly operating income; o The reduction of losses in other cash-draining activities (Internet and Holding & Corporate); o And despite temporary declines in Vivendi Universal Entertainment and Vivendi Universal Games and an expected decline in Music. - - On an actual basis, in 2002, operating income was E 894 million, including Veolia Environnement and Vivendi Universal Publishing, and excluding USA Networks entertainment assets. On a constant currency basis, pro forma operating income growth would have been of 48%. FINANCIAL NET DEBT(3) at the end of March 2003 of E 15.3 billion was in line with expectations. It compares with financial net debt of approximately E 35 billion (including Veolia Environnement), as of June 30, 2002, and E 12.3 billion on December 31, 2002. As of May 31, 2003, estimated financial net debt was approximately E 14 billion. The change in financial net debt since the beginning of the year reflects the E 4 billion acquisition of 26% of Cegetel Group on January 23, 2003, as well as the impact of closed divestitures totaling E 726 million in enterprise value, including the divestitures of Express-Expansion-Etudiant (E 200 million), Canal+ Technologies (E 191 million), 32.2 million USA Interactive warrants (E 256 million) and other divestitures (E 79 million). It should be noted that since the end of March, Vivendi Universal has completed transactions worth a total of E 1.7 billion, including the sale of Telepiu (E 871 million), Hungary Telecom (E 325 million), Comareg (E 135 million) and Sithe Asia ($ 47 million or approximately E 40 million). Year to date, Vivendi Universal has signed divestiture transactions worth a total E 2.9 billion in enterprise value (including transactions having an enterprise value of E 435 million that had not closed as of June 25, 2003). In addition, since March 31, 2003, Vivendi Universal has successfully restructured its debt and lengthened its average maturity by completing a refinancing plan consisting of the placement of E 1.2 billion high-yield notes and the implementation of a three-year secured E 2.5 billion bank facility. 1.2. COMMENTS ON OPERATING INCOME FOR THE SIX MAIN BUSINESSES: CEGETEL SFR:

- -------- (1) Current businesses are: Cegetel-SFR, Maroc Telecom, Universal Music Group, Vivendi Universal Entertainment, Canal+ Group, Vivendi Universal Games and others including Internet, VTI and Corporate & Headquarters. (2) The pro forma information illustrates the effect of the acquisition of the entertainment assets of USA Networks, Inc. in May 2002 and the disposition of Vivendi Universal Publishing assets sold in 2002 and 2003, as if these transactions had occurred at the beginning of 2002. It also illustrates the accounting of Veolia Environnement using the equity method at January 1, 2002 instead of December 31, 2002. Additionally, the results of Universal Studio international television networks are reported by Vivendi Universal Entertainment instead of Canal+ Group. This reclassification has no impact on the total result of Vivendi Universal. (3) French GAAP financial long-term and short-term debt less cash and cash equivalents. Please refer to Note 3 of the unaudited interim financial statements included elsewhere in this report. French GAAP basis 1 CEGETEL-SFR'S OPERATING INCOME GREW 30% TO E 465 MILLION, DUE TO EFFICIENT COST MANAGEMENT, INCLUDING SUBSCRIBER ACQUISITION COSTS. SFR revenues increased 6% to E 1,559 million and operating income grew 22% to E 473 million. SFR's customer base grew to 13.7 million customers (including SRR, its subsidiary in La Reunion). SFR's market share on total base increased 1.1 percentage points to 35.3% from 34.2% at end March 2002. Data and Services monthly revenues per average customer rose significantly (54%) to E 4.1. In addition to the revenue increase, SFR's efficient cost management, including achievement of a 5% reduction in acquisition costs per gross addition (excluding promotions) in the same period, contributed to its significant increase in profitability. For Cegetel's fixed telephony services division, operating losses were reduced by 72% (from E 29 million to E 8 million) despite a 6% decline in revenues (from E 237 million to E 222 million) due to the unfavourable impact of a year-end 2002 decrease in voice pricing and unfavourable traffic mix. MAROC TELECOM:

MAROC TELECOM OPERATING INCOME EXPERIENCED A STRONG 27% GROWTH TO E 138 MILLION, DUE TO EFFICIENT COST CONTROL. First quarter 2003 revenues increased by 6% at constant exchange rates. At the end of March, Maroc Telecom had approximately 4,725,000 customers in mobile telephony (a 20% rise year-over-year) and approximately 1,116,000 customers in fixed-line telephony (flat compared with first quarter 2002). Operating income experienced a strong 27% growth to E 138 million, driving operating margins up by 8 points to 39%, due to lower acquisition costs in the mobile market and to the reduction of other operational costs, including overhead and advertising. UNIVERSAL MUSIC GROUP:

THE MARGIN DECLINE OF UNIVERSAL MUSIC GROUP WAS IN LINE WITH EXPECTATIONS. The global music market continued to show weakness in the first quarter with an estimated decline of 12%. In this context, Universal Music continued to grow its market share, with strong sales of the debut release by 50 Cent (5.5 million units in the quarter and the best selling release by any company so far this year) and strong carryover sales from 2002 releases by t.A.T.u and the 8 Mile Original SoundTrack featuring Eminem. In the U.S., the music market album unit sales declined 9.9% against the prior year as measured by SoundScan, while UMG increased current album market share by 3.5% to 30.9%. Overall, despite these market share gains, the revenue of Universal Music declined by 9% on a constant currency basis (decline is 19% taking into account exchange rate fluctuations). UMG reported an operating loss of E 28 million compared to an operating profit of E 27 million in the first quarter of 2002, in line with expectations. The margin impact of lower sales and a higher proportion of low-margin activity was partly offset by a reduction in marketing costs and lower catalogue amortization expenses as a result of the write-down of music catalogues in 2002. Quarter to quarter comparisons are affected by a stronger release schedule during the first quarter of last year. UMG's major album releases for 2003, including albums by Enrique Iglesias, Limp Bizkit, Sting and U2, are scheduled for the second half of the year. French GAAP basis 2 VIVENDI UNIVERSAL ENTERTAINMENT:

ON A PRO FORMA BASIS AT CONSTANT CURRENCY, VUE'S OPERATING INCOME DECLINED 6%, MAINLY DUE TO INCREASED INVESTMENTS IN ORIGINAL PROGRAMMING AND FEWER THEATRICAL RELEASES. On an actual basis, VUE revenues were up 5% compared to the prior year for the same period and operating income rose 44%. Comparisons with last year are difficult because of the change in the scope of the businesses included within VUE. On a pro forma basis, which assumes the acquisition of USA Networks occurred on January 1, 2002, and excluding exchange rate fluctuations, VUE's revenues and operating income developed as follows. Constant currency revenues were down 5% due to lower theatrical realeases at Universal Pictures, a decline in revenues at Universal Parks & Resorts reflecting lower park attendance due to the continued softness in the travel industry and the timing of the spring break in the US in 2003 as well as a decline in revenues at Spencer Gifts due to the soft retail market. These declines were partially offset by improved advertising revenues and affiliate fees at Universal Television. Constant currency operating income was down 6%. This was primarily due to the television business. This business recorded higher amortization and marketing costs related to increased investment in original programming, which is expected to drive future revenue growth. Operating income at Universal Parks & Resorts declined in line with revenues, but this decline was offset by improved operating income in the film business, due to a lighter releases schedule compared with last year. Looking ahead, VUE's performance for the remainder of 2003 should be driven by strong theatrical releases such as Bruce Almighty, 2 Fast 2 Furious and The Hulk, as well as the strong pick-up in the cable network's upfront ad market. CANAL+ GROUP:

CANAL+ GROUP'S QUARTERLY OPERATING INCOME IS POSITIVE. Revenues at Canal+ Group overall were down slightly due to fewer major film releases compared to the prior period resulting in a E 26 million reduction in revenues at StudioCanal. Largely compensating for this decline was an overall increase in revenues at Pay-TV France due to subscriber growth at CanalSatellite, which more than offset reduced advertising revenues and subscriber fees at the premium channel. Canal+ Group's strong improvement in quarterly operating income was achieved thanks to strong performance from all business units. The group's main business, Pay-TV France, doubled its operating income compared to last year, largely due to the plan initiated in 2002 by the new management to restore profitability. The renegotiation of the Club Europe soccer contract resulted in the reversal of a provision, which offsets the restructuring charges (social plan and planned move of headquarters) recorded in first quarter 2003. Other business units showed good progresses, including Poland where cost-saving measures resulted in an improvement of E 22 million compared to the same period last year. Finally, Telepiu, the sale of which was completed at end of April, showed positive operating income of E 113 million due primarily to the reversal of a provision for E 129 million. - ---------- (4) Pro forma basis as if the USAi entertainment assets had been consolidated from January 1, 2002 and the results of Universal Studio international television networks had been reported by Vivendi Universal Entertainment instead of Canal+ Group. French GAAP basis 3 VIVENDI UNIVERSAL GAMES:

VIVENDI UNIVERSAL GAMES'S PERFORMANCE SUFFERED A TEMPORARY DECLINE. This decline was mainly caused by revenue softness, itself related to the decline of the U.S. dollar, and declining markets for both GameCube games and educational software as well as unfavorable timings of R&D and marketing spend. The performance of Vivendi Universal Games for the remainder of 2003 looks very solid with strong product releases including titles such as Hulk, the WarCraft III expansion pack, Half Life 2, and several Lord of the Rings titles. 1.3. OTHER PROFIT AND LOSS HIGHLIGHTS FINANCING, NET AND OTHER EXPENSE amounted to E (326) million. This includes: - E 180 million in financial expenses representing an average cost of the debt of around 4.5%; and - E 146 million of other financial expenses, including E 80 million of foreign exchange losses, E 42 million of net financial provisions, and E 10 million of fees related to the implementation of the refinancing plan of the company. In addition, financial losses in an amount of E 420 million were offset by the reversal of existing provisions in the same amount resulting in a neutral impact on net income. This includes a loss of E 253 million on the sale of 32.2 million USA Interactive warrants, a loss of E 104 million on put options on Vivendi Universal treasury shares, and a cost of E 63 million representing the Veolia Environnement redeemable bonds (ORA) redemption premium. EXCEPTIONAL ITEMS amounted to a profit of E 81 million, mainly from a capital gain of E 104 million on the sale of Express-Expansion-Etudiant, and a loss of E 15 million of the sale of Canal+ Technologies. INCOME TAXES amounted to E 307 million, including E 34 million of taxes on asset sales. 1.4. COMMENTS ON NET INCOME The Company's net income reflects the following items : - E 283 million of goodwill amortization; - E 81 million of exceptional profits on asset sales; - E 52 million of additional net financial provisions (E 42 million) and fees related to the implementation of the refinancing plan of the Company (E 10 million); - E 9 million of impact of these adjustments on the income tax and minority interest. French GAAP basis 4 2. FINANCIAL SCHEDULES (FRENCH GAAP, UNAUDITED) 2.1. REVENUES AND OPERATING INCOME BY BUSINESS SEGMENT

(1) Revenues totals represent actual revenues as published in BALO. In order to present meaningful comparative earnings trends for our major businesses, refer to pro forma revenues. (2) The pro forma information illustrates the effect of the acquisition of the entertainment assets of USA Networks, Inc., the disposal of VUP assets in 2002 and 2003, as if these transactions had occurred at the beginning of 2002. It also illustrates the accounting of Veolia Environnement using the equity method starting from January 1, 2002. The pro forma information is calculated as a simple sum of the actual results of Vivendi Universal's businesses (excluding businesses sold) with the actual results reported by each of the acquired businesses in each period presented. Additionally, the results of Universal Studios international television networks are reported by Vivendi Universal Entertainment. The pro forma results are not necessarily indicative of the combined results that would have occurred had the transactions actually occurred at the beginning of 2002. (3) Formerly part of Vivendi Universal Publishing (VUP). Includes Kids Activities e.g. Adi/Adibou in France and JumpStart in the United States. (4) Principally comprised of Vivendi Telecom International, Internet, Vivendi Valorisation (previously reported in non-core businesses) and VUP assets not sold during 2002 and 2003 (Comareg and publishing activities in Brazil). (5) Comprised of the Consumer Press Division sold to the Socpresse Group at the beginning of February 2003, VUP assets sold to Investima 10, which is wholly owned by Natexis Banques Populaires in December 2002, Houghton Mifflin sold in December 2002 and VUP's Business to Business and Health divisions sold in June 2002. French GAAP basis 5 2.2. RECONCILIATION OF ACTUAL REVENUES AND OPERATING INCOME TO PRO FORMA REVENUES AND OPERATING INCOME Vivendi Universal considers pro forma revenues and operating income to be important indicators of the Company's operating performance. The Company was formed by the merger of Vivendi, Seagram and Canal Plus in December 2000 and, since that date, has made significant acquisitions and divestitures in the reported periods. In addition, it is required under French GAAP to promote comparability, even though it should be noted that this pro forma information is not compliant with Article 11 of the United States Securities and Exchange Commission Regulation S-X. Pro forma revenues and operating income provide useful information to investors because they include comparable operations in each year presented and thus represent meaningful comparative information for assessing earnings trends. Pro forma information is calculated as a simple sum of the actual results of Vivendi Universal's businesses with the actual revenues and operating income reported by each of the acquired or disposed businesses in each year presented and includes no other adjustments. However, it should be noted that the pro forma results are not necessarily indicative of the combined results that would have occurred had the transactions actually occurred at the beginning of 2002. Pro forma revenues and operating income should be considered in addition to, not as a substitute for, the Company's actual revenues and operating income, as well as other measures of financial performance reported in accordance with generally accepted accounting principles.

3. LIQUIDITY UPDATE At March 31, 2003, after giving pro forma effect to the E 1.2 billion high yield bond offering, the three-year E 2.5 billion bank facility and the repayment of E 2.5 billion outstanding indebtedness (E 1.5 billion drawn, E 1 billion undrawn) with the proceeds of these financings, the funds available to Vivendi Universal were E 2.9 billion, including E 1.4 billion in cash and E 1.5 billion in unused availability under credit facilities. For these purposes, "funds available to Vivendi Universal" means cash in the vivendi Universal cash pooling system that is immediately available to meet Vivendi Universal obligations and undrawn credit facilities, but does not include any funds at Maroc Telecom, Cegetel Group or (in excess of the limitation on net balance of loans with Vivendi Universal) VUE. Vivendi Universal believes that these refinancing transactions have given substantial flexibility in connection with the divestiture program and that proceeds from divestitures will be sufficient to enable Vivendi Universal to meet its obligations. However, there can be no assurance that divestitures will be sufficient to make up the shortfall in available funds during the period of the program or that Vivendi Universal's cash needs will not exceed the current business estimates. Vivendi Universal expects net cash inflow available, before any asset divestitures, to be negative in 2003. Accordingly, Vivendi Universal's ability to meet its obligations will depend upon the success of its divestiture program. French GAAP basis 6 3.1. MATURITY OF INDEBTEDNESS The following table provides a summary of the impact of the refinancing transactions undertaken in April and May 2003 on the maturity profile of debt and undrawn facilities of Vivendi Universal through December 31, 2004. MATURITY PROFILE - VIVENDI UNIVERSAL (PARENT COMPANY) (IN BILLIONS)

(1) Includes the cash redemption amount of BskyB exchangeable 1% notes issued in July 2000 and maturing on July 5, 2003. (2) Assumes early redemption, at the option of the bondholders on March 1, 2004, of Vinci exchangeable 1% notes issued in February 2001 with scheduled maturity of March 1, 2006, and includes the cash redemption amount of Vivendi Universal convertible 1.25% bonds issued in January 1999 and maturing on January 1, 2004. 3.2. FORWARD LOOKING STATEMENTS This report includes "forward-looking statements" within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. Forward-looking statements include statements concerning Vivendi Universal's plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to dispositions, acquisitions, working capital and capital requirements, available liquidity, maturity of debt obligations, business trends and other information that is not historical information. In particular, a number of statements in the sections titled "Outlook" and "Liquidity Update" contain forward-looking statements. Forward-looking statements can be identified by context. For example, words such as "estimates," "expects," "anticipates," "projects," "plans," "intends," "believes," "forecasts" and variations of such words or similar expressions indicate the presence of forward-looking statements. All forward-looking statements, including, without limitation, management's examination of operating trends, are based upon Vivendi Universal's current expectations and various assumptions. Vivendi Universal's expectations, beliefs, assumptions and projections are expressed in good faith, and we believe there is a reasonable basis for them. There can be no assurance, however, that management's expectations, beliefs and projections will be achieved. There are a number of risks and uncertainties that could cause Vivendi Universal's actual results to differ materially from the forward-looking statements contained in this report. These include, among others: general economic and business conditions, particularly a general economic downturn; industry trends; increases in leverage; reduced liquidity; the terms and conditions of asset disposals and the timing thereof; changes in ownership structure; competition; changes in business strategy or development plans; challenges to, or losses or infringements of intellectual property rights; customer preference; technological advancements; political conditions; financial and equity markets; foreign currency exchange rate fluctuations; legal and regulatory requirements and the outcome of legal proceedings and pending investigations; environmental liabilities; natural disasters; and war or acts of terrorism. 3.3. DESCRIPTION OF OTHER INDEBTEDNESS The following is a description of our material outstanding indebtedness as of June 30, 2003. The descriptions set forth below do not purport to be complete and are qualified in their entirely by reference to the agreements which set forth the principal terms and conditions of our credit facilities and other indebtedness. VUE SECURITIZATION PROGRAM On March 31, 2003, a special purpose subsidiary of VUE, Universal Film Funding LLC securitized a portion of its film rights based on future video (including DVD and VHS) and television revenues in the United States from part of its existing film library and future theatrical pictures. The aggregate amount of the facility is $ 950 million, of which $ 750 million has been drawn and of French GAAP basis 7 which $ 50 million has been put down as a reserve. As part of the securitization, certain subsidiaries of VUE transferred film assets and certain other related assets to Universal Film Funding, or UFF, and agreed to sell additional similar assets relating to its future theatrical pictures. UFF has issued notes which are currently funded by commercial paper conduits. The notes have received the benefits of a AAA rated insurance contract which guarantees the payment of interest and principal. The assets have been pledged by UFF to secure the credit facility. The scheduled duration of the facility is 6 years and it will be amortized from 2006 up to 33 1/3% of its amount annually. It bears interest at a fixed rate of 3.085% plus a margin of 1.70% over 80% of its amount and the Commercial Paper rate plus a margin of 1.70% over its remainder. In addition, the undrawn amount is subject to a commitment rate of 1.35%. The securitization facility is subject to financial covenants customary for this type of financing: - - a cash flow ratio (the sum of the aggregate gross receipts related to transferred films to be received on or before March 2012, the amount on deposit in the reserve account to the sum of insurer premiums, estimated interest and fees on notes, the outstanding amount of notes, distribution expenses, sales and servicing agent fees and expenses and outstanding sales and servicing agent advances) calculated monthly for the last 3 months exceeding or being equal to 1.05; the failure to satisfy this ratio for 6 months constitutes an early amortization event. - - an asset coverage ratio computed quarterly (the sum of gross receipts related to transferred films minus home video and licence advances, the amount on deposit in the reserve account, the gross receipts related to films already distributed the issuer has decided to sell, to the sum of insurer premiums, estimated interest and fees on notes, the outstanding amount of notes, distribution expenses, sales and servicing agent fees and expenses and outstanding sales and servicing agent advances) exceeding or being equal to 1.1 from March 31, 2003 throughout and including December 31, 2005, 1.2 from March 31, 2006 through and including December 31, 2007 and 1.3 thereafter. This ratio dropping below 1.05 would constitute an early amortization event. - - the advance rate based upon seasoned ultimate ratios computed monthly (estimated gross receipts in respect of the 5 most recently transferred films (other than certain designated films) to the gross receipts in respect of such transferred films at the time of transfer, this ratio causing an adjustment in the applicable advance rate if the ratio is less than or equal to 1, exceeding or being equal to 55%, against 70% initially; the failure to maintain this rate constituting an early amortization event. - - a VUE consolidated interest coverage ratio (Consolidated EBITDA to consolidated interest expense) exceeding or being equal to 2 for each period of four consecutive quarters ending on or after June 30, 2003 or such more restrictive interest coverage ratio agreed to in another VUE borrowing of at least $ 50 million. If VUE is subject to any higher test in another agreement, this covenant ratio would be adjusted to the other test; the failure to satisfy this test constitutes an early amortization event. In addition, the issuer shall establish a funded reserve account the amounts of which will be used to pay distribution and fulfilment costs. The coverage requirement has been set initially at $ 50 million provided the 12 month cash coverage ratio (the sum of gross receipts from transferred films to be collected in the next 12 months and the amount in the cash reserve to the sum of the insurer premiums, estimated interests and fees on notes, mandatory principal payments on the notes, distribution expenses, sales and servicing agent fees and expenses and outstanding sales and servicing agent advances) exceeds or is equal to 1.75. It will be increased to $ 60 million if the ratio exceeds or is equal to 1.5 and less than 1.75, to $ 70 million if the ratio exceeds or is equal to 1.25 and less than 1.75 and $ 80 million if the ratio is less than 1.25. Lastly, the issuer must comply with a borrowing test: the aggregate outstanding amount of notes does not exceed the available facility amount, i.e., an amount equal to the product of the applicable advance rate and the amount equal to the remaining anticipated gross receipts of transferred films minus the amount of any home video and licence advances minus reductions for failure to satisfy an expense coverage ratio which is defined as estimated gross receipts from transferred films minus the outstanding amount of home video and licence advances to estimated distribution expenses relating to these films net of the amount in the reserve account. HIGH YIELD NOTES In April 2003, Vivendi Universal issued $ 935 million of senior notes at an offering price of 100% and E 325 million of senior notes at an offering price of 98.746%. The tranche denominated in US dollars bears an interest rate of 9.25% and the tranche denominated in euros bears an interest rate of 9.50%. Interest on the notes will be payable semi-annually on April 15 and October 15 of each year, commencing October 15, 2003. The notes rank pari passu in right of payment with all of Vivendi Universal existing and future unsecured senior indebtedness, effectively junior to the Vivendi Universal secured indebtedness to the extent of the value of the collateral securing such indebtedness and senior to any future subordinated indebtedness. The notes are scheduled to mature on April 15, 2010. At any time prior to April 15, 2007, Vivendi Universal may redeem all or part of the notes at a redemption price equal to 100% of the principal of the notes plus accrued and unpaid interest and the French GAAP basis 8 applicable make-whole premium. In addition, at any time prior to April 15, 2006, Vivendi Universal may use the net cash proceeds of an equity offering to redeem up to 35% of the aggregate principal amount of notes at a redemption price equal to 109.25% of the principal amount plus accrued and unpaid interest, in case of the US dollar denominated notes, and 109.50% of the principal amount plus accrued and unpaid interest, in case of the euro denominated notes. On or after April 15, 2007, Vivendi Universal may redeem all or part of the notes at a redemption price of 104.625% for the US dollar denominated notes and 104.75% for the euro denominated notes in 2007, 102.313% for the US dollar denominated notes and 102.375% for the euro denominated notes in 2008, and 100% for both the US dollar and euro denominated notes thereafter, plus accrued and unpaid interest. As long as the notes are not rated investment grade, covenants contained in the notes will limit the non-cash consideration received in asset sales until the repayment of notes. The net cash proceeds of such asset sales must be used by Vivendi Universal or its subsidiaries to repay debt, make capital expenditures or purchase assets in a related business within one year of their receipt. If asset sale proceeds are not used for one of these purposes, Vivendi Universal would be required to make an offer to purchase notes at a price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest, using those proceeds. In addition, as long as the notes are not rated investment grade, Vivendi Universal and its subsidiaries will be limited in their ability to incur indebtedness in addition to the indebtedness outstanding on the date the notes offering closed, subject to certain limited exceptions. Nevertheless, Vivendi Universal may incur new indebtedness if the fixed charge coverage ratio for the most recent four fiscal quarters is at least 3 to 1, determined on a pro forma basis. So long as the notes are not rated investment grade, Vivendi Universal may not pay any dividend or make any other payment or distribution on its equity, implement share buy-backs, redeem or retire indebtedness that is subordinated to the notes or make certain investments. Nevertheless, these restrictions are subject to some exceptions, including: - - exceptions based on the consolidated net income earned since the date the notes offering closed; - - existing contractual obligations; - - investments in and acquisitions of new subsidiaries; - - purchases of shares upon the exercise of stock options; and - - investments in cash or cash equivalents. Other restrictions customary for this type of financing will continue to apply so long as the notes are not rated investment grade, including: - - transactions with affiliates must be on arm's-length terms; - - restrictions on the ability of restricted subsidiaries to pay dividends are not permitted; - - mergers are permitted only if the surviving entity will meet a specified fixed charge coverage ratio; - - Vivendi Universal may not enter into new lines of business; and - - upon a change in control of Vivendi Universal, it must make an offer to purchase the notes at a price of 101% of the principal amount of the notes. In addition to these limitations and irrespective of whether the notes have achieved an investment grade rating, Vivendi Universal may not, among other things, (i) secure its debt (other than its existing bank debt, project finance indebtedness, debt already secured taken on at the time of acquisition of assets, capital leases subject to some restrictions) without also securing the notes on an equal basis, (ii) enter into certain specified sale and leaseback transactions or (iii) consolidate, merge or sell substantially all of its assets, unless the successor becomes bound by the indenture governing the notes and certain other conditions are satisfied. The notes contain customary event of default provisions including, among others, provisions relating to non-payment, failure to comply with covenants, cross-default, and certain events of bankruptcy or insolvency. DUAL CURRENCY CREDIT FACILITY Vivendi Universal has entered into a E 2.5 billion dual currency term and revolving credit facility (the Dual Currency Credit Facility) dated as of May 13, 2003, among Vivendi Universal, as the borrower and a guarantor, certain of its subsidiaries, as guarantors, the lenders party thereto, and Societe Generale, as facility and security agent. The facility is comprised of (a) a three-year E 1.5 billion revolving credit facility (Tranche A) at LIBOR or EURIBOR plus an applicable margin that, depending on Vivendi Universal's credit ratings, ranges from 1.00% to 2.75% per annum and (b) a E 1.0 billion term loan (Tranche B) with a 2.75% per annum margin over LIBOR or EURIBOR maturing on the third anniversary of the date of the Dual Currency Credit Facility. Borrowings under the Dual Currency Credit Facility may be made in Euros or U.S. Dollars. Currently, the E 1.0 billion term loan is fully drawn and the E 1.5 billion revolving credit facility is undrawn. Vivendi Universal is required to pay commitment fees at an annual rate of 40% of the then applicable margin for Tranche A (subject to a cap of 1.00% per annum) and 1.00% per annum for Tranche B, in each case calculated on the undrawn and uncanceled amount of commitments of the applicable Tranche during the availability period. Accrued commitment fees are French GAAP basis 9 payable quarterly in arrear and on the final maturity date of the Dual Currency Credit Facility. Vivendi Universal also pays the facility agent an annual agency fee. The respective obligations of Vivendi Universal and the guarantors under the Dual Currency Credit Facility rank pari passu with their obligations under the Multicurrency Revolving Credit Facility (described below). The obligations of Vivendi Universal and the guarantors under each of the Dual Currency Credit Facility and the Multicurrency Revolving Credit Facility are secured on a pro rata basis among the respective lenders by a first priority lien on certain assets of Vivendi Universal and the subsidiary guarantors, including (a) capital stock in certain subsidiaries, (b) deposit accounts and (c) 85% of all intercompany loans owed to Vivendi Universal and such subsidiary guarantors. In addition, Vivendi Universal and the subsidiary guarantors have agreed to subordinate their obligations under 85% of their intercompany loans to their obligations under each of the Dual Currency Credit Facility and the Multicurrency Revolving Credit Facility. The security and subordination obligations are suspended six months after Vivendi Universal attains an investment grade rating. The Dual Currency Credit Facility contains customary negative covenants which place restrictions on, among other things, the incurrence of debt, the incurrence of financial guarantees, the payment of distributions in respect of capital stock, the incurrence of investments, the entrance into leasing arrangements, mergers and acquisitions, disposal of assets and the incurrence of security interests. Furthermore, the Dual Currency Credit Facility places certain limitations on the ability of Vivendi Universal and certain of its subsidiaries to make or incur intra group loans, subject to certain exceptions. Certain of these restrictions are suspended three months after Vivendi Universal attains an investment grade rating (the Release Condition Date). The Dual Currency Credit Facility also requires Vivendi Universal to observe certain customary affirmative covenants, including, but not limited to, relevant authorizations, maintenance of status, certain bank accounts and insurance, protection of intellectual property rights, payment of taxes, compliance with ERISA reporting requirements, compliance with laws (including environmental laws), provision of financial and other information and notification of defaults. Furthermore, each obligor must ensure that in any three-month period, the aggregate amount of net cash available plus the aggregate undrawn amount under all existing facilities is more than E 100 million. In addition, Vivendi Universal must maintain various financial ratios, including: - - maximum ratios of net financial debt to cash EBITDA (5.8 as of June 30, 2003, 5.4 as of September 30, 2003, 4.4 as of December 31, 2003, 4.2 as of March 31, 2004, 4 as of June 30, 2004 until and including December 31, 2004, 3.5 as of March 31, 2005 up to and including December 31, 2005, and 3 thereafter); - - minimum ratios of cash EBITDA to net financing costs (2.4 as of June 30, 2003 and September 30, 2003, 2.7 as of December 31, 2003, 2.9 as of March 31, 2004, 3.1 as of June 30, 2004, 3.2 as of September 30, 2004, 3.3 as of December 31, 2004, 3.4 as of March 31, 2005 up to and including December 31, 2005 and 3.5 thereafter); and - - maximum total gross financial debt (E 18 billion as of June 30, 2003, 15.6 as of September 30 and December 31, 2003, 12.8 as of March 31, 2004, 12.5 as of June 30, 2004, 12.3 as of September 30, 2004, 11.3 as of December 31, 2004, 10.3 as of March 31 and June 30, 2005, 10 as of September 30 and December 31, 2005, and 9.2 as of March 31, 2006). Subject to certain other exceptions, Vivendi Universal has also agreed to procure that the part of the net financial debt incurred by its subsidiaries shall not at any time exceed in the aggregate an amount equal to 30% of the net financial debt. The Dual Currency Credit Facility allows for voluntary prepayment if Vivendi Universal gives at least three business days' notice, subject to a minimum payment threshold and integral multiple requirements. Such voluntary prepayments will be applied pro rata among the lenders and Vivendi Universal must also prepay/cancel at the same time and in the same amount, the Multicurrency Revolving Credit Facility. Provided that Vivendi Universal gives at least three business days' notice, it may, without penalty or indemnity obligations, cancel the unutilized portions of the total commitments in whole or in part, subject to a minimum repayment threshold and integral multiple requirements. Such voluntary cancellations will be applied pro rata among the commitments under each Tranche, subject to certain exceptions, and among each lender's commitment in the relevant Tranches and Vivendi Universal must also prepay/cancel at the same time and in the same amount, the Multicurrency Revolving Credit Facility. Subject to certain exceptions, the Dual Currency Credit Facility is subject to, prior to the Release Condition Date, mandatory prepayment with certain proceeds, including but not limited to, 33% of net debt issue proceeds, 50% of net dividend proceeds, 16 2/3% of net equity issue proceeds and 16 2/3% of certain net asset disposal proceeds (other than the disposal of Veolia Environnement shares (of which 50% is prepaid), and the disposal of Cegetel and SIT (of which 25% is prepaid). In addition, the Dual Currency Credit Facility is subject to, regardless of Vivendi Universal's rating, mandatory prepayment upon (a) Vivendi Universal's failure to comply with the specified financial ratios or (b) the occurrence of a change of control. French GAAP basis 10 The Dual Currency Credit Facility contains customary event of default provisions including, but not limited to, non-payment, misrepresentation under the loan documents, breach of other obligations, cross-default, breach of covenants, insolvency, material adverse changes, certain material ERISA events and cessation of business. MULTICURRENCY REVOLVING CREDIT FACILITY Vivendi Universal has entered into a E 3 billion multicurrency revolving credit facility (Multicurrency Revolving Credit Facility) dated March 15, 2002, as amended on February 6, 2003, and as further amended and restated on May 13, 2003, among Vivendi Universal, as a borrower and the obligors' agent certain of its subsidiaries, as guarantors, the lenders party thereto and Societe Generale, as facility agent. Currently, E 2.3 billion of the Multicurrency Revolving Credit Facility is drawn. Borrowings under the Multicurrency Revolving Credit Facility that are denominated in Euros bear interest at EURIBOR plus a margin of 1.50% per annum, which margin will be reduced to 1.00% per annum upon the occurrence of certain events. Borrowings under the Multicurrency Revolving Credit Facility that are denominated in any permissible currency other than Euros bear interest at LIBOR plus a margin of 1.50% per annum, which margin will be reduced to 1.00% per annum upon the occurrence of certain events. The Multicurrency Revolving Credit Facility matures on March 15, 2007. Vivendi Universal is required to pay commitment fees at an annual rate of 50% percent of the then applicable margin on the undrawn, uncanceled amount of each bank's commitment until the final maturity date of the Multicurrency Revolving Credit Facility. Accrued commitment fees are payable quarterly in arrear and on the final maturity date of the Multicurrency Revolving Credit Facility. We also are required to pay an utilization fee at a rate of 0.05% per annum on the aggregate amount of all loans then outstanding for each day the aggregate amount of all loans then outstanding exceeds 50% of the then total commitments under the Multicurrency Revolving Credit Facility. In addition, Vivendi Universal has agreed to pay certain fees to those banks that consented to certain waivers and consents under the Multicurrency Revolving Credit Facility. The amount of any such fee is computed at a rate of 0.20% per annum on the consenting bank's commitment or, if greater, its participation in the loans on the applicable waiver fee date. We also pay the facility agent an annual agency fee. The respective obligations of Vivendi Universal and the guarantors under the Multicurrency Revolving Credit Facility rank pari passu with their obligations under the Dual Currency Credit Facility. The obligations of Vivendi Universal and the guarantors under each of the Dual Currency Credit Facility and the Multicurrency Revolving Credit Facility are secured on a pro rata basis among the respective lenders as described above under the description of the Dual Currency Credit Facility. The Multicurrency Revolving Credit Facility contains customary negative covenants which place restrictions on, among other things, the incurrence of certain security interests, disposal of assets and mergers or similar transactions. Furthermore, the Multicurrency Revolving Credit Facility places restrictions that prevent Vivendi Universal from making any substantial change to the general nature and scope of its business and its subsidiaries from that conducted on May 13, 2003. The Multicurrency Revolving Credit Facility also requires Vivendi Universal and the subsidiary guarantors to observe certain customary affirmative covenants, including, but not limited to, relevant authorizations, maintenance of insurance, compliance with environmental laws and notification of defaults. Vivendi Universal is also required to provide financial and other information to the facility agent. In addition, Vivendi Universal must maintain various financial ratios, including: - - maximum ratios of net financial debt to cash EBITDA (as described above under the description of the Dual Currency Credit Facility); - - minimum ratios of cash EBITDA to net financing costs (as described above under the description of the Dual Currency Credit Facility) and - - maximum total gross financial debt (as described above under the description of the Dual Currency Credit Facility with the following additional ratios: E 9.2 billion as of June 30, 2006, and E 9.0 billion as of September 30 and December 31, 2006). Subject to certain other exceptions, Vivendi Universal has also agreed to procure that the part of the net financial debt incurred by its subsidiaries shall not at any time exceed in the aggregate an amount equal to 30% of the net financial debt. Any borrower under the Multicurrency Revolving Credit Facility may voluntarily prepay any loan made to it in whole or in part if the applicable borrower gives at least ten days' notice, subject to a minimum payment threshold and integral multiple requirements. Provided the applicable borrower gives at least ten days' notice, it may, without penalty or obligation to indemnify, cancel the unutilized portions of the total commitments in whole or in part, subject to a minimum threshold and integral multiple requirements; subject in the case of a voluntary prepayment/cancellation, that at the same time and in the same amount, a prepayment/cancellation is made under the Dual Currency Credit Facility. Subject to certain exceptions, the Multicurrency Credit Facility is subject to, prior to the Release Condition Date, mandatory prepayment with certain proceeds, including but not limited to, 50% of net dividend proceeds, 16 2/3% of net equity issue French GAAP basis 11 proceeds and 16 2/3% of certain net asset disposal proceeds (other than the disposal of Veolia Environnement shares (of which 50% is required to be prepaid), and the disposal of Cegetel and SIT (of which 25% is required to be prepaid)). In addition, subject to certain conditions, the Multicurrency Revolving Credit Facility is subject to, regardless of Vivendi Universal's rating, mandatory prepayment upon (a) Vivendi Universal's failure to comply with the specified financial ratios; or (b) the occurrence of a change of control. The Multicurrency Revolving Credit Facility contains customary event of default provisions including, but not limited to, provisions relating to nonpayment, misrepresentation and breach of other obligations under the loan documents, cross-default, insolvency and insolvency proceedings, material adverse changes, cessation of business and unlawfulness. SOCIETE D'INVESTISSEMENT POUR LA TELEPHONIE FACILITY Vivendi Universal has entered into a E 1.3 billion facility (the Acquisition Facility) dated December 6, 2002, among Societe d'Investissement pour la Telephonie S.A. (SIT), as the borrower, Vivendi Universal, a syndicate of lenders, Credit Lyonnais, as agent, and The Royal Bank of Scotland, as security trustee. The Acquisition Facility was entered into by SIT to finance the purchase by SIT of 26% of the share capital of Cegetel Group. As of March 31, 2003, the outstanding amount of the loan under the Acquisition Facility is E 1.3 billion. The maturity date of the loan is June 30, 2004. SIT may request an extension of the maturity date to June 30, 2010, by providing notice prior to June 1, 2004. If SIT requests such an extension, the loan will be repaid in periodic installments over the term of the loan until the final installment on June 30, 2010. There is a repayment of E 190 million which must be made on June 30, 2003. Borrowings under the Acquisition Facility bear interest at EURIBOR plus a margin of 4.00%, subject to certain adjustments. The Acquisition Facility contains certain negative covenants which restrict or limit the ability of SIT and Cegetel Group and its subsidiaries to, among other things, create certain liens, dispose of certain assets, incur certain indebtedness, declare or pay certain dividends or distributions and pay certain management, advisory or other fees. In addition, SIT and Cegetel Group are required to maintain various financial ratios, including: - - minimum Cegetel Group EBITDA (at least E 2.1 billion computed on a 12 month period at March 31, 2003, increasing each quarter up to E 2.6 billion at 30 June 2004. If the extension option is exercised, the ratio to be satisfied will be E 2.7 billion at September 30, 2004, E 2.8 billion at December 31, 2004 until December 31, 2006; E 2.85 billion at March 31, 2007, then increasing each quarter to E 3.15 billion at December 31, 2008, through December 31, 2009; and E 3.2 billion until June 30, 2010); - - maximum ratios of Cegetel Group total net debt to Cegetel Group EBITDA (not to exceed 0.75 at June 30, 2003, decreasing each quarter to 0.4 at March 31, 2004 and increasing at June 30, 2004 to 0.7. If the extension option is exercised, the ratio to be satisfied will vary between 0.5 and 0.3 until June 30, 2010); and - - minimum ratios of Cegetel Group cash flow to the total funding costs of SIT (at least 1.6 at June 30, 2003, increasing each quarter up to 1.8 at March 31, 2004 and June 30, 2004. If the extension option is exercised, then the ratio to be satisfied will vary between 1.6 and 2.0 until June 30, 2010). SIT may, on not less than five business days' notice, cancel all or part of the undrawn part of the Acquisition Facility or prepay all of part of the outstanding loan, in each case subject to certain minimum requirements. The Acquisition Facility also provides for mandatory prepayment upon, among other things: - - Vivendi Universal ceasing to own the entire issued share capital of SIT; - - SIT disposing of all or any of the Cegetel Group shares acquired by it in the transaction financed by loans made under the Acquisition Facility; - - Vivendi Universal or its subsidiaries disposing of all or any Cegetel Group shares owned by any of them as of the date of the acquisition agreement, subject to certain exceptions; and - - Cegetel Group disposing of any shares held by it in Societe Francaise du Radiotelephone or any of its material subsidiaries. The Acquisition Facility also requires, subject to certain exceptions, mandatory repayment of the loan from the net proceeds of new equity share capital issued by SIT and certain dividends or distributions from Cegetel Group received by SIT. The Acquisition Facility contains customary event of default provisions, including provisions relating to nonpayment, misrepresentation, insolvency, unlawfulness, cessation of business and material adverse change. French GAAP basis 12 $ 920 MILLION VUE LOAN AGREEMENT On June 24, 2003, Vivendi Universal Entertainment LLLP entered into a $ 920 million loan agreement with Bank of America, N.A. and JPMorgan Chase Bank, as co-administrative agents, the lenders party thereto, Barclays Bank PLC, as syndication agent, and JPMorgan Chase Bank, as collateral agent and as paying agent (the VUE Loan Agreement). The full amount of the facility was drawn at closing and the proceeds have been used to repay the remaining outstanding portion of the Amended and Restated $1.62 billion loan dated November 25, 2002. Borrowings under the VUE Loan Agreement are denominated in U.S. Dollars and bear interest at either LIBOR plus a margin of 2.75% or ABR plus a margin of 1.75%. The loan will mature in 16 consecutive quarterly installments commencing on September 30, 2004, each of which shall be equal to, in the case of the first 12 installments, 0.25% of the loan principal and, in the case of each of the last four installments, 24.25% of the loan principal. Certain of VUE's subsidiaries guarantee VUE's obligations under the VUE Loan Agreement. VUE's obligations as borrower and the guarantors' obligations are secured by a first priority lien on the assets of VUE and the guarantors, and portions of the collateral may be released in certain transactions and circumstances. In addition, Vivendi Universal and certain of its subsidiaries have agreed to the subordination of inter-company indebtedness owing to them by VUE and the guarantors. The VUE Loan Agreement contains negative covenants that restrict the ability of VUE and certain of its subsidiaries to engage in certain activities, including, but not limited to: - - limitations on creating or permitting to subsist certain security interests on their assets; - - limitations on disposals of assets; - - limitations on the incurrence of indebtedness (including financial guarantees); - - limitations on investment while an event of default is continuing; - - limitations on restricted payments (unless the loans are rated investment grade), such as limitations on the payment of dividends or distributions of other amounts in respect of equity interests, as well as limitations on investments in, purchases of or other payments in respect of Vivendi Universal entities; - - limitations on transactions with affiliates, sale and leaseback transactions, swap agreements, changes in fiscal periods, negative pledges, restrictions on subsidiary distributions, and permitted lines of business; and - - limitations on fundamental changes, including mergers, consolidations, and amalgamations. In addition, VUE must maintain certain financial ratios at all times, namely: - - a maximum leverage ratio (consolidated indebtedness (defined to exclude certain items) to consolidated EBITDA for the period of four consecutive fiscal quarters) of 3.25 to 1.0 if the loans are not investment grade, or 3.75 to 1.0 if investment grade; - - a maximum cash leverage ratio on or after December 31, 2003 (leverage ratio adjusted by substituting cash EBITDA for consolidated EBITDA) of 3.5 to 1.0 if the loans are not investment grade, or 4.0 to 1.0 if investment grade; - - a maximum senior leverage ratio (leverage ratio adjusted by excluding from consolidated indebtedness any unsecured or subordinated indebtedness) of 3.0 to 1.0 if the loans are not investment grade, or 3.5 to 1.0 if investment grade; - - a minimum coverage ratio (consolidated EBITDA to consolidated interest expense for any period of four consecutive fiscal quarters) of 3.5 to 1.0 if loans are not investment grade, or 3.0 to 1.0 if investment grade; and - - a minimum ratio of cash EBITDA to consolidated fixed charges of 1.25 to 1.0 for any period of four consecutive fiscal quarters ending on or after December 31, 2003. Unless the loans under the VUE Loan Agreement are rated investment grade, the VUE Loan Agreement (a) places limitations on the ability of VUE and its subsidiaries to make loans, advances or pay dividends to Vivendi Universal and certain of its subsidiaries that are not VUE or subsidiaries of VUE, (b) limits the net balance of loans between VUE and Vivendi Universal and its subsidiaries to an aggregate of $ 600 million (subject to an increase to $ 700 million if the leverage ratio has been reduced to 3.0 to 1.0) and (c) prohibits VUE from distributing the net proceeds from the disposal of certain assets unless the indebtedness associated with such assets has been retired or defeased, the cash leverage ratio is below a certain level and the loan is rated no less than BB and Ba2 by S&P and Moody's, respectively, in each case with a stable outlook. The VUE Loan Agreement does not restrict the distribution of cash from operations if the cash leverage ratio is less than 2.5 to 1.0. The VUE Loan Agreement also requires VUE and certain of its subsidiaries to observe certain affirmative covenants, including, but not limited to, relevant authorizations, maintenance of property and insurance, compliance with laws and obligations, provision of financial and other information, maintenance of the separateness of Vivendi Universal entities and VUE entities in respect of funds, accounts, records and corporate formalities, maintenance and contributions of collateral, interest rate protection and notification of defaults. VUE may voluntarily prepay loans under the VUE Loan Agreement in whole or in part if it gives at least three business days' notice, subject to a minimum payment threshold and integral multiple requirements. Subject to certain conditions, VUE must French GAAP basis 13 prepay the loans (or, in some cases, cash collateralize its obligations) under the VUE Loan Agreement with the proceeds of certain issuances of indebtedness, asset sales, issuances of equity interests and recovery events. The VUE Loan Agreement contains customary default provisions relating to nonpayment, misrepresentation, breach of obligations under the loan documents, change in control, insolvency, liquidation, ineffectiveness of the security or guarantees, ERISA events, default of Vivendi Universal or its material subsidiaries and adverse judgments. French GAAP basis 14 B-CONSOLIDATED FINANCIAL STATEMENTS AT MARCH 31, 2003 (UNAUDITED) CONSOLIDATED STATEMENT OF INCOME (FRENCH GAAP, UNAUDITED)

The accompanying notes are an integral part of these consolidated financial statements. (1) The Consumer Press Division was sold in February 2003. (2) Excluding treasury shares recorded as a reduction of shareholders' equity. French GAAP basis 15 CONSOLIDATED BALANCE SHEET (FRENCH GAAP, UNAUDITED)

The accompanying notes are an integral part of these consolidated financial statements. French GAAP basis 16 CONSOLIDATED STATEMENT OF CASH FLOWS (FRENCH GAAP, UNAUDITED)

The accompanying notes are an integral part of these consolidated financial statements. (1) Includes 100% of Cegetel Group, Maroc Telecom and Vivendi Universal Entertainment which are controlled by Vivendi Universal with a 70% (since January 23, 2003), 35% and 86% interest respectively as at March 31, 2003. (2) Includes net cash from acquired and disposed companies. As at March 31, 2003, the impact on net debt of these transactions is shown in Note 3. (3) Including impact of settlement of put options on treasury shares (E 104) million as of March 31, 2003. French GAAP basis 17 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (FRENCH GAAP, UNAUDITED)

The accompanying notes are an integral part of these consolidated financial statements. French GAAP basis 18 NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The first quarter consolidated financial statements of Vivendi Universal have been prepared in accordance with the generally accepted accounting principles issued by the "Comite de la Reglementation Comptable" and according to the recommendations of the "Conseil National de la Comptabilite" with respect to interim financial statements. The accounting policies applied for the consolidated financial statements as at March 31, 2003 are the same as those used for the consolidated financial statements as at December 31, 2002. Taxes for the first quarter of 2003 have been calculated on the basis of the estimated, effective, annual tax rate applied to the pre-tax, first quarter results adjusted for any items subjected to a lower tax rate. However, where a lower tax rate is applicable, the current rate has been used for the calculation. Employee bonuses and pension plan commitments have been included in the first quarter accounts at 25% of the estimated actual cost for 2003. The first quarter consolidated financial statements should be read in conjunction with the audited consolidated financial statements of Vivendi Universal for the year ended December 31, 2002, as published in the 2002 "Document de Reference" (annual report) that was registered under number R.03-072 with the "Commission des Operations de Bourse" on May 7, 2003. The Company, under previous management announced that it intended to fully adopt US GAAP reporting standards beginning in 2002 as supplemental financial information for investors. Following the change in senior management in July 2002, it was decided that Vivendi Universal, as a French Company, would prospectively only report its primary financial statements in French GAAP with a reconciliation to US GAAP. The Company however, also publishes selected US GAAP financial information as required under certain of its debt agreements, (please refer to Note 8). NOTE 2 GOODWILL 2.1 CHANGES IN GOODWILL

2.2 ACQUISITION OF AN ADDITIONAL INVESTMENT INTEREST IN CEGETEL On January 23rd, 2003, Vivendi Universal purchased BT Group's 26% interest in Cegetel Group for E 4 billion in order to obtain a 70% interest in the French telecommunications operator. The acquisition of this participation from BT Group was realized through the Societe d'Investissements pour la Telephonie (SIT), as follows: a. SIT, owned, controlled and consolidated by Vivendi Universal, became the legal owner of the 26% shareholding at an acquisition cost of E 4 billion. b. SIT was financed by E 2.7 billion paid in cash by Vivendi Universal and by a non-recourse loan of E 1.3 billion which has a scheduled maturity of June 30, 2004, subject to SIT's right to extend the maturity, at its option, to June 2010. Debt service of this loan, which was drawn on January 23, 2003, will be provided through dividends paid in respect of its 26% shareholding in Cegetel Group. As a result, Cegetel Group has been consolidated by Vivendi Universal, with a 70% interest since January 23, 2003 (the 26% shareholding acquired from BT Group in addition to our historical 44% interest). The goodwill recognized as a result of this transaction amounts to E 3.2 billion and is amortized on a straight-line basis over 40 years. French GAAP basis 19 2.3 DISPOSAL OF CANAL+ TECHNOLOGIES The sale of Vivendi Universal's 89% stake in Canal+ Technologies to Thomson was closed on January 31, 2003 for E 191 million in cash, of which E 90 million was collected in 2002 and E 79 million was collected in the first quarter 2003. The remainder was collected in May 2003. This transaction generated a capital loss of E 15 million. 2.4 DISPOSAL OF CONSUMER PRESS DIVISION The sale of the Consumer Press Division (Groupe Express-Expansion- Groupe l'Etudiant) to the Socpresse Group was finalized on February 4, 2003 following the authorization by The Economy and finance Ministry in January 2003. The amount collected was E 200 million. This transaction generated a capital gain of E 104 million. 2.5 FINAL PURCHASE PRICE ALLOCATION OF THE ENTERTAINMENT ASSETS OF USA INTERACTIVE The following table represents the final purchase price allocation of the entertainment assets of USA Interactive (formerly USA Networks, Inc.), acquired in May 2002.

The fair value of the consideration exchanged in the acquisition of the entertainment assets of USA Interactive was determined by management with the assistance of an independent appraiser. Vivendi Universal Entertainment (VUE) retained Standard & Poor's Valuation Services to analyze the fair value of USA Interactive's tangible and intangible entertainment assets. NOTE 3 DEBT 3.1 FINANCIAL DEBT

(1) Comprised of numerous individual items for a total of E 1894 million in fixed interest rate debt with interest rates ranging from 0% to 15%, maturing from 2004 to 2040 and E 2257 million in variable interest rate debt with interest rates ranging from EURIBOR -0.27% to EURIBOR +4%, maturing from 2004 to 2012. (2) Including E 850 million revolving credit facility, Societe Generale E 215 million, Societe Generale E 275 million revolving credit facilities and, CDC IXIS E 200 million revolving credit facility. French GAAP Basis 20 (3) Bank overdrafts and other short-term borrowings are comprised of numerous individual items for a total of E 4,856 million in fixed interest rate debt with interest rates ranging from 1% to 9% and E 6,246 million in variable interest rate debt with interest rates of EURIBOR +0% and LIBOR $+5%. (4) Vivendi Universal considers the non-GAAP measure called financial net debt to be an important indicator measuring the Company's indebtedness. Financial net debt is calculated as a simple sum of long term and short term debt less cash and cash equivalents, in each case, as reported on the Company's balance sheet. Financial net debt should be considered in addition to, not as a substitute for, the Company's debt and cash position reported on the balance sheet, as well as other measures of indebtedness reported in accordance with generally accepted accounting principles. The Company's management uses financial net debt for reporting and planning purposes, as well as to comply with certain of the Company's debt covenants.

(1) Comprised of numerous individual items for a total of E 2,309 million in fixed interest rate debt with interest rates ranging from 0% to 15%, maturing from 2004 to 2040 and E 1,207 million in variable interest rate debt with interest rates ranging from LIBOR L-.58% to EURIBOR +3%, maturing from 2004 to 2012. (2) Including E 850 million revolving credit facility, Societe Generale E 215 million and E 275 million revolving credit facilities and CDC IXIS E 300 million revolving credit facility. (3) Bank overdrafts and other short-term borrowings are comprised of numerous individual items for a total of E 1,501 million in fixed interest rate debt with interest rates ranging from 1% to 6.5% and E 7,676 million in variable interest rate debt with interest rates of EURIBOR +0% and LIBOR $+5%. (4) Vivendi Universal considers the non-GAAP measure called financial net debt to be an important indicator measuring the Company's indebtedness. Financial net debt is calculated as a simple sum of long term and short term debt less cash and cash equivalents, in each case, as reported on the Company's balance sheet. Financial net debt should be considered in addition to, not as a substitute for, the Company's debt and cash position reported on the balance sheet, as well as other measures of indebtedness reported in accordance with generally accepted accounting principles. The Company's management uses financial net debt for reporting and planning purposes, as well as to comply with certain of the Company's debt covenants. 21 French GAAP basis 3.2 CHANGE IN FINANCIAL NET DEBT DURING FIRST QUARTER 2003

(1) Cash settlement of Veolia Environnement exchangeable notes Pursuant to the put by investors in March 2003, Vivendi Universal reimbursed Veolia Environnement exchangeable notes issued in February 2001 for a total consideration of E 1.8 billion. (2) Closing of contractual guarantees to former Rondor shareholders In connection with the purchase of Rondor Music International in 2000, there existed a contingent purchase price adjustment based on the market value of Vivendi Universal shares. The contingent price adjustment was triggered in April 2002 when the market value of Vivendi Universal's shares fell below $ 37.50 for 10 consecutive days and the former shareholders of Rondor requested early settlement. A liability for this adjustment was recorded in the consolidated balance sheet at December 31, 2002 for its estimated amount of E 223 million (approximately $ 230 million). On March 3, 2003, settlement of this liability was made and the former shareholders of Rondor received 8.8 million shares of Vivendi Universal, representing 0.8% of capital stock and cash of US$ 100.3 million (E 92.6 million). (3) These disposals include current accounts redemption and fees related to operations. (4) The remaining cash consideration, E21 million, was received in May 2003. (5) Partial disposal of USA Interactive warrants In February 2003, Vivendi Universal sold 32.19 million warrants of USA Interactive to a financial institution. These warrants were initially acquired in connection with the acquisition of the entertainment assets of USA Networks. Pursuant to this transaction, Vivendi Universal received $ 276 million, net of fees. This transaction generated a loss of E 253 million offset by the reversal of the related provision registered as at December 31, 2002. 22 French GAAP basis NOTE 4 ADDITIONAL FINANCIAL STATEMENT INFORMATION 4.1 INCOME STATEMENT DATA

The following schedule shows details of financing, net and other expense, excluding financing expenses and foreign exchange losses as of March 31, 2003:

4.2 BALANCE SHEET DATA

(1) As at December 31, 2002, include the 5.44 % and 1.50% of common interests in VUE and the related put options issued respectively to USA Interactive and Barry Diller in connection with Vivendi Universal's acquisition of the entertainment assets of USA Interactive. The values of the put options granted to USA Interactive and Bary Diller were determined by an independent third party valuation firm and amount to 0 and $ 75 million respectively. 23 French GAAP basis NOTE 5 COMMITMENTS, CONTINGENCIES AND LITIGATION 5.1 COMMITMENTS AND CONTINGENCIES Vivendi Universal and its subsidiaries have various contractual obligations, commercial commitments and contingent liabilities assumed in the normal course of business, including sports rights, broadcasting rights, creative talent and employment agreements, lease obligations, and performance guarantees, among others. Commitments and contingencies are detailed in Note 11 Commitments and Contingencies of the audited consolidated financial statements of Vivendi Universal, included in the "Document de Reference" (Annual Report) for the year ended December 31, 2002. Since that date, they should however be updated for the closing of contractual guaranties to former Rondor's shareholders, as discussed in Note 3, and the exercise by AOL Time Warner of its call option on AOL Europe shares in April 2003. AOL Time Warner (AOL-TW) has exercised its call option on the AOL Europe shares held by LineInvest and has decided to make a cash payment of $ 812.5 million. The AOL Europe shares in question were received by Vivendi Universal in exchange for its 55% interest in AOL France in March 2001. They were sold afterwards to LineInvest. This transaction has no impact on Vivendi Universal's cash position as a result of the terms of the total return swap put in place in August 2001 with LineInvest. The provision of E 97 million ($ 100 million) recorded in Vivendi Universal's 2002 accounts to cover a market risk under the terms of the total return swap if AOL-TW had opted for payment in its own shares is now unnecessary and will be reversed in the second quarter 2003 accounts. 5.2 LITIGATION Vivendi Universal is subject to various litigation in the normal course of business. Although it is not possible to predict the outcome of such litigation with certainty, as determined by the courts of the applicable jurisdiction, based on the facts known to us and after consultation with counsel, management believes that such litigation will not have a material adverse effect on our financial position or results of operations. They are detailed in the "Document de Reference" (Annual Report) for the year ended December 31, 2002. Since this date, they should however be updated for the following events: Transfer of Broadcasting Rights for Soccer Premier League Matches to Canal+ and Kiosque On April 29, 2003, the Court of Appeal in Paris approved the agreement between Canal +, Kiosque and the Professionnal Football League, whereby the previous contract's term was extended for an additional year and the parties renounced any further claim with regard to this matter. Investigation relating to certain financial accounts and information The appeal of the plaintiffs (a French association of minority shareholders and the president of this association) was heard on May 14, 2003 and a sentence is expected to be rendered by June 25, 2003. Securities class action litigation The judge has commenced the hearings on the motions to dismiss filed by Vivendi Universal, Mr. Messier and Mr. Hannezo, with a decision expected no earlier than late June 2003. Liberty Media claims On May 13, 2003, the United States District Court for the Southern District of New York found that the questions of fact and law raised in Liberty Media's complaint were similar to those raised in the shareholders' class action, and therefore, issued an order granting Vivendi Universal's request to consolidate Liberty Media's complaint with the class action complaint. TVT Records and TVT Music On August 20, 2002, TVT Records and TVT Music (collectively, TVT) filed suit in federal court in New York against The Island Def Jam Music Group (IDJ) and its Chairman, Lyor Cohen (Cohen), for breach of contract, tortious interference with contract, promissory estoppel, and fraud in connection with TVT's claim that IDJ and Cohen blocked the delivery of an album to TVT by the band CMC. TVT also alleged related copyright infringement claims against IDJ. After a liability trial in March 2003, IDJ and Cohen were found liable on all claims, except that the jury did not find liability for fraudulent misrepresentation or fraudulent inducement, but did find liability for fraudulent concealment. Following the damages trial, on May 6, 2003, the jury awarded TVT $ 132 million comprised of approximately $ 24 million in compensatory damages and $ 108,000,000 in punitive damages. IDJ and Cohen on June 16, 2003, filed post-trial motions seeking to set aside the jury's verdict. IDJ and Cohen are likely to file an appeal. Messier Termination Agreement In July, 2002, an agreement relating to the termination of Jean-Marie Messier Chief Executive Officer of Vivendi Universal was submitted to the Board of Directors of Vivendi Universal for approval. Following the Board's refusal to approve that agreement, the management of Vivendi Universal, upon the advice of Vivendi Universal's lawyers, decided to refuse to pay a severance package to Mr. Messier, to put an end to the fringe benefits he was enjoying and to ask for the repayment by Mr. Messier of his salary for July and August 2002, which was paid to him by a U.S. subsidiary of Vivendi Universal. On September 25, 2002, the Vivendi Universal Board of Directors ratified the decision made by Vivendi Universal's management. Pursuant to an arbitration agreement dated October 31, 2002 the dispute was submitted to an arbitration tribunal constituted on January 17, 2003, under the sponsorship of the American Arbitration Association in New York and composed of three arbitrators. On June 27, 2003, the arbitration tribunal issued its award. It denied Vivendi Universal's claim that Mr. Messier's so-called U.S. Termination Agreement be voided. The arbitration tribunal ordered Vivendi Universal to pay Mr. Messier the aggregate amount of E 20.5 million provided for in this agreement, less the portion of Mr. Messier's compensation that had been paid to him during the third quarter of 2002, which Vivendi Universal asked to be reimbursed. After reviewing the tribunal findings, Vivendi Universal intends to challenge this decision through all available legal means, both in France and in the United States. French GAAP basis 24 NOTE 6 BUSINESS SEGMENT DATA Each reportable segment is a business unit that offers different products and services that are marketed through different channels. Segments are managed separately because of their unique customers, technology, and marketing and distribution requirements. As at March 31, 2003, main segments are the following: Cegetel Group, Maroc Telecom, Universal Music Group, Vivendi Universal Entertainment, Canal+ Group and Vivendi Universal Games. Management evaluates the performance of its segments and allocates resources to them based on several performance measures. There are no significant inter-segment revenues; however, corporate headquarters allocates a portion of its costs to each of the operating segments. 6.1 INCOME STATEMENT

25 6.2 BALANCE SHEET AND CONSOLIDATED STATEMENT OF CASH FLOW

(1) Includes Veolia Environnement accounted for by using the equity method since December 31, 2002. (2) The results published by Veolia Environnement may differ from those presented by Vivendi Universal where non-material, inter-segment transactions impact the financial contribution brought by Veolia Environnement to the accounts of Vivendi Universal. Furthermore, the definition of operating profit used by Vivendi Universal differs from the EBIT figure published by Veolia Environnement, as the latter does not include restructuring charges. French GAAP basis 26 NOTE 7 SUBSEQUENT EVENTS 7.1 SALE OF TELEPIU TO NEWS CORP AND TELECOM ITALIA In April 2003, following the approval by the European Commission of the acquisition of Telepiu by News Corporation and Telecom Italia, Vivendi Universal, Canal+ Group, News Corporation and Telecom Italia finalized the sale of Telepiu, the Italian pay-TV platform. The transaction amounted to E 871 million, comprising debt assumption of E 414 million and E 457 million in cash. The cash payment includes a E 13 million adjustment corresponding to the reimbursement of the accounts payable net of debt adjustment. 7.2 PLACEMENT OF VIVENDI UNIVERSAL'S HIGH YIELD NOTES In April 2003, Vivendi Universal announced the successful pricing of E 1.2 billion of privately placed senior notes due in 2010, including US$ 935 million denominated in U.S. dollars and E 325 million denominated in euros. The U.S. dollar tranche bears interest at the rate of 9.25% per annum and the euro tranche, which was sold at a discount resulting in a yield to investors of 9.75%, bears interest at the rate of 9.5% per annum. After the successful film securitization transaction by Vivendi Universal Entertainment (VUE) for $ 750 million, this transaction enabled Vivendi Universal to satisfy one of the most important conditions for implementing a three-year E 2.5 billion credit facility. 7.3 SALE OF FIXED-LINE TELECOMMUNICATIONS IN HUNGARY In May 2003, Vivendi Universal concluded an agreement on the disposal of its fixed-line telephony activities in Hungary (Vivendi Telecom Hungary) to a consortium led by AIG Emerging Europe Infrastructure Fund and GMT Communications Partners Ltd. The amount of the transaction is E 325 million in enterprise value. It will immediately lower Vivendi Universal's debt by E 315 million. 7.4 EXTENSION OF DEBT MATURITY AND INCREASE OF FUNDS AVAILABLE BY E 1.0 BILLION In May 2003, Vivendi Universal signed with nine lead banks a three-year E 2.5 billion bank facility. The facility comprises two tranches including the following characteristics: - - Tranche A: Three-year E 1.5 billion revolving credit facility at LIBOR or EURIBOR plus an annual margin based on Vivendi Universal's credit ratings that will range from 2.75% (B+/B1 or current rating) to 1.00% (BBB/Baa2 or higher). - - Tranche B: Three-year E 1.0 billion term loan with a 2.75% margin over LIBOR or EURIBOR. The establishment of this facility allowed Vivendi Universal to make full use of the E 1.2 billion raised by the private placement of its seven-year high-yield notes, which had been put into escrow upon the closing of the private placement on April 8, 2003, pending execution of the new facility and, among other conditions precedent, the delivery of a drawdown notice under the E 2.5 billion bank facility. Proceeds from the offering of the senior notes, which are due in 2010, and the initial E 1 billion drawdown from the new E 2.5 billion bank facility, with a maturity of three years, were used to reimburse or cancel E 2.5 billion of facilities with maturity dates extending to the end of 2004 at the latest: E 1.5 billion of bank debt with a remaining maturity of less than one year and an unused E 1 billion credit facility. The repayment schedule for the cancelled facility was E 500 million at the end of 2003 and E 500 million at the end of 2004. The refinancing transactions undertaken in April and May 2003 increased the funds available to Vivendi Universal by approximately E 1.0 billion and extended the scheduled maturity of E 2.5 billion of indebtedness beyond December 31, 2004. Funds available to Vivendi Universal means cash in the Vivendi Universal cash pooling system that is immediately available to meet Vivendi Universal's obligations and undrawn credit facilities but does not include any funds at Maroc Telecom, Cegetel Group or (in excess of the limitation on the net balance of loans with Vivendi Universal) VUE. 7.5 SUSPENSION OF EDGAR M. BRONFMAN AND EDGAR BRONFMAN, JR.'S PARTICIPATION IN VIVENDI UNIVERSAL'S BOARD AND COMMITTEES Pursuant to the announcement made by Jean-Rene Fourtou during the Annual Shareholders' meeting in April 2003, Vivendi Universal is in open discussions for the disposal of parts of its American assets. In May 2003, Mr. Edgar Bronfman, Junior, Vice Chairman of the Board of Vivendi Universal has informed Jean-Rene Fourtou of his intention to lead a consortium of potential purchasers. After consultations with the Company's counsel, it was mutually agreed to suspend the participation of both Messrs. Edgar M. Bronfman and Edgar Bronfman, Junior in any Vivendi Universal French GAAP basis 27 Committees and Board meeting and all information exchange within this framework and to suspend certain provisions of the agreements between the Bronfman family and the company as well as the employment agreement between Edgar Bronfman, Junior and a subsidiary of the company in the United States. 7.6 SALE OF COMAREG In May 2003, Vivendi Universal closed the sale of Comareg to the France Antilles group. The consideration received from this transaction, which was approved by the French competition authority, was E 135 million. 7.7 SALE OF 28.28 MILLION WARRANTS USA INTERACTIVE In June 2003, Barry Diller gave Vivendi Universal notice that his designee, USA Interactive, has exercised his right of first refusal and will purchase all of the remaining 28.28 million warrants to acquire shares of USA Interactive that Vivendi owns. USA Interactive will purchase 16,187,094 equity warrants at a $ 32.50 exercise price for a sale price of $ 14.97 per warrant. USA Interactive will also purchase 12,093,547 equity warrants at a $ 37.50 exercise price for a sale price of $ 13.65 per warrant. The total purchase price will be approximately $ 407.4 million. The closing of this transaction is expected to occur on June 30, 2003. Upon the completion of the transaction, Vivendi Universal will continue to hold, directly or indirectly approximately 56.6 million shares (i.e. approximately 12 % of USA Interactive's share capital). As a result of its reduced interests in USA Interactive, Vivendi Universal and its affiliates will no longer be subject to the transfer restriction resulting from the right of first refusal granted to Liberty Media Corporation and Mr. Diller pursuant to a Stockholders Agreement. (5) Under agreements with USA Interactive in connection with Vivendi Universal's acquisition of the entertainment assets of USA Interactive (formerly USA Networks, Inc), Universal Studios Inc. and its affiliates must, however, continue to hold the 56.6 million USA Interactive shares generally free of liens and in a special purpose entity until satisfaction of the put or call on the Class B preferred interests in VUE issued to USA Interactive with an initial face value of $ 1.75 billion. In connection with this acquisition, the Class B preferred interests are actually subject to put/call provisions at any time following the 20-year anniversary of issuance (i.e. May 2022). USA may require Vivendi Universal to purchase the Class B preferred interests, and Vivendi Universal may require USA to sell to it the Class B preferred interests, for a number of USA Interactive shares having a market value equal to the accreted face value of the Class B preferred interests at such time, subject to a maximum of 56.6 million. Mr. Diller will continue to hold a proxy on all such USA Interactive shares. In addition, Mr. Diller's broad standstill obligations under the Stockholders Agreement, including his obligation not to acquire Vivendi Universal or any of its subsidiaries, will continue to apply in accordance with the Stockholders Agreement. 7.8 SALE OF SITHE INTERNATIONAL In June 2003, Vivendi Universal sold its interests in Sithe International (operations in Asia Pacific) to the Japanese group Marubeni for $ 47 million. This amount has already been received. The transaction follows on from the sale to Apollo Energy Inc. in December 2002 of its 34% stake in Sithe Energies Inc. for $323 million. Vivendi Universal now has no assets in independent electricity production. 7.9 VIVENTURE PARTNERS Vivendi Universal signed a transfer contract with Global Asset Capital and Hamilton Lane on March 27, 2003, for all shares in Vivendi Partners SA, the management entity for the Viventures and Viventures 2 venture capital investment mutual funds. At its meeting of June 2, 2003, the COB (French Securities and Exchange Commission) Board confirmed renewal of Vivendi Partners' accreditation, thus opening the way for conclusion of the sale in June 2003. 7.10 SALE OF "10 UNIVERSAL CITY PLAZA" In June 2003, Vivendi Universal closed the sale of 10 Universal City Plaza to a group of U.S. investors. The asset is a 35-story Los Angeles tower block and Universal Studios will continue to rent the building. The consideration from this transaction is $ 190 million and has already been received. 7.11 MANAGEMENT'S POSITION ON US ASSETS DIVESTITURES - -------- 5 Please refer to the Document de Reference (mainly pages 261 and 299). This Stockholders Agreement is disclosed on Vivendi Universal's website (http://www.vivendiuniversal.com) French GAAP basis 28 Vivendi Universal has started exploring strategic options which could lead to the partial or total divestiture of Vivendi Universal Entertainment and Vivendi Universal Games. Vivendi Universal has received multiple, preliminary bids relating to one more of these businesses and is currently evaluating them. As of yet there is no pre-established structure or calendar for any particular divestiture. In parallel, Vivendi Universal is also exploring the option of offering up to 25 to 30% of the share capital of Vivendi Universal Entertainment in an initial public offering. 7.12 XFERA On June 23, 2003, an agreement was signed by Venditelecom and VTI for the sale of their entire stake in Xfera for E1 to FCC, ACS, Inversiones Aramayona, Acesa Telecom and Telvent. Under the terms of the transaction, the purchasers will put in place new license guarantees within 30 days, at which time the existing guarantees provided by Vivendi Universal in favour of the Spanish government will be released except for those deriving from the spectrum fee tax claims for the years 2001, 2002 and 2003. The purchasers have also indemnified Vivendi Universal for damages arising out of certain disputes. Upon consummation of the transaction and release of the guarantees, Vivendi Universal will have no further interest in Xfera. NOTE 8 SELECTED US GAAP FINANCIAL DATA 8.1 RECONCILIATION OF NET INCOME

(1) Amortization of goodwill in French GAAP is required, since goodwill is no longer amortized under US GAAP. (2) Different basis of trademark amortization recognized in US GAAP. (3) In 2003, mark-to-market of put & call VUE preferred shares $ 384 million; other FAS 133 reconciliation items E (63) million; mark-to-market of VU treasury shares held as marketable securities under French GAAP E 18 million. In 2002, reversal of mark-to-market accounting for the BSkyB total return swap of E 523 million; reversal of accruals for and recognition of losses under French GAAP related to VU's stock put & call contracts of E (919) million; reversal of reserves related to available for sale assets recognise in P/L under French GAAP (Dupont & Softbank) of E (294) million; mark-to-market of VU treasury shares held as marketable securities under French GAAP E 28 million. (4) For 2002, includes contingent purchase price adjustment related to the purchase of Rondor Music International in 2000 E 128 million. (5) In 2002, reversal of FAS 142 impairment, which was effectively recorded under French GAAP in 2001. French GAAP basis 29 8.2 RECONCILIATION OF OTHER SELECTED FINANCIAL DATA TO US GAAP - OPERATING INCOME

- FINANCING EXPENSES

- FINANCIAL NET DEBT

French GAAP basis 30 EX-99.8 18 y00652exv99w8.htm EXHIBIT 99.8 exv99w8

Guidelines for Determining the Proper Identification Number for the Payee (You) to Give to the Payer. — Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue Code of 1986, as amended. “IRS” is the Internal Revenue Service.


Note:	If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.


(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.

(2)	List first and circle the name of the legal trust, estate or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

(3)	Circle the minor’s name and furnish the minor’s social security number.

(4)	You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or your employer identification number (if you have one).

If you don’t have a taxpayer identification number, obtain Form SS-5, Application for a Social Security Card, at the local Social Security Administration office, or Form SS-4, Application for Employer Identification Number, by calling 1(800) TAX-FORM, and apply for a number.


	•	An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).

	•	The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or wholly-owned agency or instrumentality of any one or more of the foregoing.

	•	An international organization or any agency or instrumentality thereof,

	•	A foreign government and any political subdivision, agency or instrumentality thereof.


	•	A corporation.

	•	A financial institution.

	•	A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

	•	A real estate investment trust.

	•	A common trust fund operated by a bank under Section 584(a).

	•	An entity registered at all times during the tax year under the Investment Company act of 1940.

	•	A middleman known in the investment community as a nominee or who is listed in the most recent publication of the American Society of Corporate Secretaries, Inc., Nominee List.

	•	A futures commission merchant registered with the Commodity Futures Trading Commission.

	•	A foreign central bank of issue.

Payments of dividends and patronage dividends generally exempt from backup withholding including:


	•	Payments to nonresident aliens subject to withholding under Section 1441.

	•	Payments to partnerships not engaged in a trade or business in the United States that have at least one nonresident alien partner.

	•	Payments of patronage dividends not paid in money.

	•	Payments made by certain foreign organizations.

	•	Section 404(k) payments made by an ESOP.


	•	Payments of tax-exempt interest (including exempt/interest dividends under Section 852).

	•	Payments described in Section 6049(b)(5) to nonresident aliens.

	•	Payment on tax-free covenant bonds under Section 1451.

	•	Payments made by certain foreign organizations.

Certain payments other than payments of interest, dividends and patronage dividends, that are exempt from information reporting are also exempt from backup withholding. For details, see Sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N and the regulations thereunder.

Exempt payees should complete a substitute Form W-9 to avoid possible erroneous backup withholding. Furnish your taxpayer identification number, write “EXEMPT” in Part II of the form, sign and date the form and return it to the payer.

Privacy Act Notice. — Section 6109 requires you to provide your correct taxpayer identification number to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your return and may also provide this information to various government agencies for tax enforcement of litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

(1) Failure to Furnish Taxpayer Identification Number. — If you fail to furnish your taxpayer identification number to payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to wilful neglect.

(2) Civil Penalty for False Information With Respect to Withholding. — If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information. — Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE. GRAPHIC 19 y00652vivuniv.gif GRAPHIC begin 644 y00652vivuniv.gif M1TE&.#EA30%-`+,/`.*.E._K\%)DGO#&R-188*NTT#%&C,&L[WSO_\"@,#6PW1*@H7+);#J?4`O@>,Q% MK]BL=NL<4&\`KGA,+ILOWF^"<&Z[W_!?0(T,Q._XO/["48$94;"5I7Z(24VH4H$<.):AJD@^D=+2A M4K2Q&&JF%+5T!PX`G6AT?YYY!+@E#G25KU04SU3#%:LWO+.^M;RGM`ZY%KL7 MVKX`X);%QWISZ2/2UQ7O'A0!UDC<%=E5Z.2^^/(WOHD0%ZX?K23$_*C3DTQ- MJQ',8,6C4Z'AEP,C^GQY.$&?05:W_VH)'+>1Y,=V^5`NC`,P`;5N!*-1I$?+ M6(5Z*F6=I/-/&SX),7OM5(.0WQ>;*^%$+"5B*95S`"TX/?+S`0![!\!YW-E3 M&U*@3`L.+9E28=([`+->`,A19JJ)=,X]F`JO;*E->/&&]"D69%]6!`@X"#Q8 M6Z>M7\^>86>V8K.U,ZOE?,#XR[FM+U&T/%HAZ(3':.C6[3A9\1F+MNQ2P0CY M+=R+>ZFT):TF\XG-JVUZ!OO%=EK51Q*;+K,U`3C4P3%$?42K4\V$1R_)C4W. MBD.3TT@@OU$)\?`XHA/8K'Q$;>LO&+9[P/8+0_'F)G#7YDT5^[X1'@_8]/[] MS>\)ZHDGPO]R%A072X#"O0<:"?(`$!X2(>SVP()--::3A?V9@=-\E"FC7&06 MV"-@AW&YMY-M$S2X(5$>_40A!J+M5UJ&8P`DBHWN@/B:;#"%!9U!*/:87!$' M7?<7=R6H)R.&-))!WA%VB.B;CO1(^8"5)IX4I%5F*>BC4+TE:2%_39X1GC#M MY>@:'SQMQ5J6'VW98(H?N&^<*<%`3XY6=WIEBH`9#*#2@ZS_![/1=Q\] M@=2"%)G!CG&K7X!F>IXOOL(YU@W4>9!8`,_:N1%A@I$STJS)94N&E^8BZBUS MY`AGU+CS[`@&!BM*R"^M^\8K[QC/(G';JXYIP^FO`_<+J\$%5JKNP(EA>_`6 M\NGK+[FC\!5RQ`F4.Z*X/.:Z4X+`;OQ$P!+9:VP)E>HZ\REP/R^6V#+ M+CNQF:PFEQQ?I=&B/&[.KO`\%`$H:ARTL+5L*>01)\!,<:$D,RUFRIU]%(PY M)D@]]=EHRW*)(@^G[?;;<,?/<=MP*`!P[XPX(+?DX# MA0=>0@")*W`.XXU3@'CC"IA`N>,47*YY_^06;'YY`RTTL,`"`I1N^N@+8,X" MY(VW+0'K@H.N#@*TUT[[`B38;GOE%0B@.^T,"$""`K\CP#L%"Q2/`/+*(T!X M\\<_T/STQ5]`/?4&+.!Z``L8<#WM!@A0@.L3^*X\[B8D_[OPLQ>/O@C*1R^! M^>Z/0/SO\C^@_N_T-/\^!@)@0/$,4('O?<]Z!IS>_RY0``$FT';B,T$`ID?` M]!6/?<W$`V.('X6\&`.0]TB($9%H\!X*!A]2P@Q0]6 MP(E5!%\)5*@\#/^.X(@(\.(>?`B_(IJ0>DQ,HAF9-T4*>"^&&'BC[H)'Q2PB ML8YV!-X%Y)C%-#;Q>[+[(APS:$4,`/&,:.S<&B<`QN5=L7ER:4#S`CF!/-+N MA9:4'Q:S6,$1\+%Y8KP`&$.9!S(:M*"\H^!)XS%!)7G4PG`,*-'76'A M[`"XB<:3`EZ]7OB820*E>G6?MO2H'AJ:2Z3FD(*,^V8C17#,DPJ6A-;/L6^T.W/A6H"*BK4TL(,$@^`+(HS&L"/NH MZ'[/HM>50&;QF=QK&I6O_W0N6!\X6]O9+ZJV9>[W>"L].U94@J13*O7$.-7? M09&1Y@QM6GFX6MUAM;_I7>]37Y=9N:HTCEW$*W;U*^>A!3-25 MKL&7'*I+7Q?4CA)8N3D5I&MIFP$0-U?$=Y1A"S?[60/'0,*WC:H)8HJ"`F26 M'H<%JSE)6=X]*'6S#5!J!RO[@"1_K[TQ!IA^:U@"MJ8`Q]"];`F<*`#R#9<" MA*7C-(OGTR+KP9X7C)X"T,SD+"]8+Q<:U/&IOTV#%3/>YX7^=))W);8;UMQ@#>]XXQQO++,#KO$GHM7=-)SVB2%< M:O!'Y)>D+(?XSU;2=WPU\>N M&,C2F.QH'\ZV:W?VM+M])7M>XMOG_IUJ#Y'N>$]*M6>9]+S[?1UR#-\"`%V& $"```.S\_ ` end -----END PRIVACY-ENHANCED MESSAGE-----


Republic of France	7389	None
(State or other jurisdiction of incorporation or organization	(Primary standard industrial classification code number)	(I.R.S. employer identification number)






			Proposed Maximum	Proposed Maximum	Amount of
Title of Each Class of		Amount to be	Offering Price	Aggregate	Registration
Securities to be Registered		Registered	Per Unit	Offering Price(1)	Fee


6.25% Senior Notes due 2008		$975,000,000	100%	$975,000,000	$78,877.50

6.25% Senior Notes due 2008		€500,000,000	100%	€500,000,000	$45,166.47(2)

	Total registration fee				$124,043.97(3)


Business Unit	Position⁽¹⁾		Market

Cegetel Group		#2	Mobile telephony in France
		#2	Fixed-line telephony in France
UMG		#1	Recorded music, worldwide
		#3	Music publishing catalog, worldwide
VUE⁽²⁾
— Universal Pictures		#5	US box office
— USA Network		#1	US basic cable television network in prime-time ratings (age 18-49)
— Sci Fi		#6 and #9	US basic cable television network (age 25-54 and 18-49, respectively)
— Parks & Resorts		#2	US and international destination theme park attendance
Canal+ Group
— Canal+		#1	French pay-TV
— CanalSatellite		#1	French digital satellite platform
Maroc Telecom		#1	Fixed-line telephony in Morocco (sole provider)
		#1	Mobile telephony in Morocco
VU Games		#2	PC game software, worldwide
		#6	Consumer software, worldwide


		Year ended
		December 31, 2002

		(in millions of
		euros,
		except where
		otherwise noted)
Revenues of CEGETEL GROUP, as reported			7,067
Deduct:
	Fixed lines and other services		(921	)

	Mobile		6,146

Deduct:
	Société Réunionnaise du Radiotéléphone		(163	)
	La Téléphonie Bourbonnaise		(7	)
	Cegetel Services		(2	)
	Other(a)		9

	SFR		5,983

Deduct:
	Roaming-in revenues		(295	)
	Connection fees		(16	)
	Equipment sales		(472	)
	Other		(31	)
Add back:
	Promotions costs		119
	Retention costs		219

	Revenue basis for the ARPU computation		5,507

	Average cumulated number of users (in thousands of users)		125,291.0
	ARPU (in euros)		44.0

Of which:
	Postpaid ARPU (in euros)		58.3
	Prepaid ARPU (in euros)		22.2


Background; Sale of Outstanding Notes		On July 10, 2003, we issued $975,000,000 principal amount of Outstanding Dollar Notes and €500,000,000 principal amount of Outstanding Euro Notes. We refer collectively in this prospectus to the Outstanding Dollar Notes and the Outstanding Euro Notes as the “Outstanding Notes.” We sold the Outstanding Notes to Goldman, Sachs & Co., to whom we refer in this prospectus as the “Initial Purchaser.” Simultaneously with that sale, we signed the exchange and registration rights agreement described below.

Exchange and Registration Rights Agreements		The exchange and registration rights agreement requires us to conduct this exchange offer to allow you to exchange your Outstanding Notes for notes registered under the Securities Act with substantially identical terms. After the exchange offer is complete, except as set forth below, you will no longer be entitled to any exchange or registration rights with respect to your Outstanding Notes.

		Under the exchange and registration rights agreement, we are required to (1) use our reasonable best efforts to cause the registration statement of which this prospectus is a part to be declared effective by the Securities and Exchange Commission on or prior to March 6, 2004 and (2) complete the exchange offer described in this prospectus within 30 days of the date the registration statement becomes effective. Accordingly, if the registration statement is declared effective on March 6, 2004, we must complete the exchange offer by April 5, 2004. If we fail to satisfy either of these registration obligations (a “registration default”), we have agreed to pay additional interest (in addition to the stated interest on the Outstanding Notes) to each holder of Outstanding Notes equal to a rate of 0.25% per annum with respect to the first 90-day period immediately following the occurrence of that registration default. The amount of additional interest will increase by an additional rate of 0.25% per annum with respect to each subsequent 90-day period until that registration default has been cured, up to a maximum amount of additional interest for that registration default at a per annum rate of 1.0%. The accrual of additional interest with respect to a registration default will cease upon the cure of that registration default.

		After the exchange offer registration statement is declared effective, we are required to keep that registration statement effective for a period beginning when the exchange notes are first issued in the exchange offer and ending upon the earlier of (1) the expiration of the 180th day after the exchange offer is completed or (2) when holders that are broker-dealers no longer own any transfer restricted securities (as described in “Registered Exchange Offer — Registration Rights”). Our failure to keep the exchange offer registration statement effective during that period would constitute a registration default, and


Jean-François Dubos Vivendi Universal S.A. 42, Avenue de Friedland 75008 Paris France +44 (0)1 71 71 10 10		William P. Rogers, Jr. Cravath, Swaine & Moore LLP CityPoint One Ropemaker Street London EC2Y 9HR England +44 (0)20 7453 1050


		Page

Available Information		(i)
Incorporation by Reference		(i)
Special Notice to the Investors in France		(ii)
Forward-Looking Statements		(iii)
Presentation of Financial Information		(iv)
Prospectus Summary		1
Risk Factors		19
The 2003 Refinancing Plan		37
Ratio of Earnings to Fixed Charges		38
The Exchange Offer		39
Use of Proceeds		49
Capitalization		50
Taxation		52
Description of Exchange Notes		57
Registered Exchange Offer; Registration Rights		109
Plan of Distribution		112
Enforcement of Civil Liabilities		113
Legal Matters		114
Experts		114
Luxembourg Listing and General Information		115
Supplemental Financial Data		S-1


				Cash
				received
				(as of
		Total		June 25,
Date	Asset	Consideration		2003)


		(in millions)
July 2002	B2B/Health (25%)	€	150	€	150
July 2002	Lagardère (0.8%)		44		44
July 2002	Vinci (6.7%)		291		291
August 2002	Vizzavi (50%)		143		143
December 2002	Houghton Mifflin (100%)		1,567		1,195
December 2002	Other Publishing (100%)		1,138		1,121
December 2002	Veolia Environnement (20.4%)		1,856		1,856
December 2002	Echostar (10.7%)		1,037		1,037
December 2002	Sithe Energies Inc. (34%)		319		319
	Others		108		108

	Total 2nd half 2002⁽¹⁾	€	6,653	€	6,264
February 2003	Express-Expansion-Etudiant	€	200	€	200
February 2003	Canal+ Technologies (89%)		191		170	⁽²⁾
February 2003	USAi Warrants (32.11 million)		256		256
	Others		79		79

	Total 1st quarter 2003⁽¹⁾	€	726	€	705
April 2003	Telepiù	€	871	€	407	⁽³⁾
May 2003	Vivendi Telecom Hungary		325		10	⁽⁴⁾
May 2003	Egypt (telecom)		43		43
May 2003	Comareg		135		135
June 2003	Sithe Asia		40		40
June 2003	VUE Real Estate		160		160
	Others		169		169	⁽⁵⁾

	Total April 1 - June 25, 2003⁽⁶⁾	€	1,743	€	964

	Total closed in 2003	€	2,469	€	1,669

	Total closed 2nd half 2002 to June 25, 2003	€	9,122	€	7,933
	Other transactions signed but not closed as of June 25, 2003	€	435	€	435
	Total signed from July 2002 to June 25, 2003	€	9,557	€	8,368


		• to waive any condition or otherwise amend the terms of the exchange offer in any respect.

		See “The Exchange Offer — Expiration Date; Extensions; Amendments.”

Procedures for Tendering Outstanding Notes		If you wish to tender your Outstanding Notes for exchange, you must:

		• complete and sign the appropriate accompanying Letter of Transmittal in accordance with the instructions contained in that Letter of Transmittal; and

		• forward that Letter of Transmittal by mail or hand delivery, together with any other required documents, to the appropriate exchange agent, either with the Outstanding Notes that you tender or in compliance with the specified procedures for guaranteed delivery of your Outstanding Notes.

		Some brokers, dealers, commercial banks, trust companies and other nominees may also effect tenders by book-entry transfer.

		Please do not send a Letter of Transmittal or certificates representing your Outstanding Notes to us. You should send those documents only to the appropriate exchange agent. You should direct any information requests or questions regarding how to tender your Outstanding Notes to the appropriate exchange agent.

Special Procedures for Beneficial Owners		If your Outstanding Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, we urge you to contact that person promptly if you wish to tender your Outstanding Notes in the exchange offer.

Withdrawal Rights		You may withdraw the tender of your Outstanding Notes at any time before the expiration of the exchange offer by delivering a written notice of your withdrawal to the appropriate exchange agent according to the withdrawal procedures described under the caption “The Exchange Offer — Withdrawal Rights.”

Resales of Exchange Notes		We believe that you will be able to offer for resale, resell or otherwise transfer Exchange Notes issued in the exchange offer without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that you are:

		• acquiring the Exchange Notes in the ordinary course of your business;

		• not participating, and have no arrangement or understanding with any person to participate, in the distribution of the Exchange Notes;

		• not an “affiliate” of Vivendi Universal within the meaning of Rule 405 under the Securities Act; and


		• not a broker-dealer that acquired the Outstanding Notes directly from us.

		Our belief is based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties unrelated to us. The staff of the SEC has not considered this exchange offer in the context of a no-action letter. We cannot assure you that the staff of the SEC would make a similar determination with respect to this exchange offer.

		If our belief is not accurate and you transfer an Exchange Note without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from those requirements, you may incur liability under the Securities Act. We do not and will not assume, or indemnify you against, liability of this type.

		Each broker-dealer that receives Exchange Notes for its own account in exchange for Outstanding Notes, where the Outstanding Notes were acquired by that broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of those Exchange Notes. See “Plan of Distribution” in this prospectus.

Exchange Agents		The Bank of New York, New York is serving as exchange agent for the exchange offer for the Outstanding Dollar Notes, and The Bank of New York, London is serving as exchange agent for the exchange offer for the Outstanding Euro Notes. We refer to The Bank of New York, New York in this prospectus as the “dollar note exchange agent” and to The Bank of New York, London as the “euro note exchange agent.” The address, telephone number and facsimile number of each exchange agent are set forth under the caption “The Exchange Offer — Exchange Agents” and in the appropriate Letter of Transmittal.

Use of Proceeds		We will not receive any cash proceeds from the issuance of the exchange notes offered by this prospectus.

United States Federal Income Tax Consequences		Your acceptance of the exchange offer and the related exchange of your Outstanding Notes for Exchange Notes will not be a taxable exchange for United States federal income tax purposes. You will not recognize any gain or loss as a result of the exchange. See “Taxation.”

Appraisal or Dissenters Rights		You have no appraisal or dissenters’ rights in connection with the exchange offer.


Issuer		Vivendi Universal S.A.

Exchange Dollar Notes Offered		$975,000,000 aggregate principal amount of 6.25% Senior Notes due July 15, 2008.

Exchange Euro Notes Offered		€500,000,000 aggregate principal amount of 6.25% Senior Notes due July 15, 2008.

Maturity		July 15, 2008.

Interest Payment Dates		January 15 and July 15 of each year, commencing January 15, 2004.

Ranking		The Outstanding Notes are, and the Exchange Notes will be:


		The Outstanding Notes and the Exchange Notes are treated as a single class of securities under the indenture under which they are issued. They effectively rank junior to all indebtedness and other liabilities, including trade payables, of our subsidiaries with respect to the assets of those subsidiaries. In the event of a bankruptcy, liquidation or reorganization of any of these subsidiaries, the subsidiaries will pay the holders of their debt and other obligations, including trade creditors, before they will be able to distribute any of their assets to us.

		See “Capitalization”, “Use of Proceeds” and note 3 to the unaudited interim financial statements included in the Q1 Report for more information regarding our indebtedness.

Optional Redemption		At any time, we may redeem the Notes, in whole or in part, at a redemption price equal to 100% of their principal amount plus the make-whole premium described under “Description of Exchange Notes — Optional Redemption”. On or before July 15, 2006, we may, on one or more occasions, use the net cash proceeds from any


	Aggregate			Pro Forma
	Maturities			Aggregate			Pro Forma
	Pre-Refinancing Plan			Maturities			Extension

Q2 2003	€	0.17		€	0.17		€	—
Q3 2003		1.78	⁽¹⁾		1.51	⁽¹⁾		0.27
Q4 2003		1.07			0.20			0.87
Q1 2004		3.48	⁽²⁾		2.58	⁽²⁾		0.90
Q2 2004		—			—			—
Q3 2004		0.15			0.15			—
Q4 2004		0.51			0.01			0.50

Total maturities Q2 2003 – Q4 2004	€	7.16		€	4.62		€	2.54



		As of March 31, 2003

						Further
				Adjusted		Adjusted
		Historical		(Unaudited)⁽¹⁾		(Unaudited)⁽²⁾


		(in millions)
Cash and cash equivalents		€	3,443	€	3,793	€	4,008
Secured debt:
	Multicurrency Revolving Credit Facility		2,965		2,965		2,965
	Dual Currency Credit Facility		—		1,000		1,000
	VUE Bridge Facility		864		—		—
	VUE Refinancing Facilities⁽⁴⁾		704		1,568		1,568
	SIT Facility⁽⁵⁾		1,300		1,110		—
	Other secured debt		2,326		786		786
Unsecured debt of our subsidiaries			4,333		4,333		4,333
Other unsecured debt			6,257		6,257		6,257
April Senior Notes			—		1,200		1,200
Outstanding Notes			—		—		1,346	⁽³⁾
	Total debt		18,749		19,219		19,455
Shareholders’ equity			13,185		13,185		13,185

	Total capitalization	€	31,934	€	32,404	€	32,640



		Year ended December 31, 2002

				Reduction of
				participation		Pro forma
		Actual		in VE		(unaudited)


		(In millions)
Revenues			€58,150		€(30,038)		€28,112
Cost of revenues			(40,574)		23,825		(16,749)
Selling, general and administrative expenses			(12,937)		4,018		(8,919)
Other operating expenses, net			(851)		284		(567)

Operating income			3,788		(1,911)		1,877
Financial expenses, net			(1,333)		683		(650)
Financial provisions			(2,895)		109		(2,786)
Other income (expense)			(514)		(144)		(658)

Income before exceptional items, income taxes, goodwill amortization, equity interest and minority interest			(954)		(1,263)		(2,217)
Exceptional items, net			1,049		76		1,125
Income tax (expense) benefit			(2,556)		437		(2,119)

Income before goodwill amortization, equity interest and minority interest			(2,461)		(750)		(3,211)
Equity in (losses) earnings of disposed businesses			17		—		17
Equity in (losses) earnings of unconsolidated Companies			(294)		195		(99)
Goodwill amortization			(1,277)		285		(992)
Goodwill impairment			(18,442)		—		(18,442)

Income (loss) before minority interest			(22,457)		(270)		(22,727)
Minority interest			(844)		270		(574)

Net income (loss)			€(23,301)		—		€(23,301)

Earnings (loss) per basic share			€(21.43)				€(21.43)

Adjustments to conform to U.S. GAAP:
	Cumulative effect of change in accounting principles, after tax		€(17,062)		€1,522		€(15,540)
	Business combination and goodwill		32		(68)		(36)
	Goodwill impairment charge		(4,425)		—		(4,425)
	Impairment of long-lived assets		113		—		113
	Intangible assets		(23)		18		(5)
	Financial instruments		869		(15)		854
	Disposal of investment in BSkyB		(2,025)		—		(2,025)
	Employee benefit plans		(72)		2		(70)
	Other		(83)		32		(51)
Tax effect on adjustments			1,530		(21)		1,509
Adjustments to conform to U.S. GAAP relative to VE			—		(1,470)		(1,470)

U.S. GAAP net income (loss)			€(44,447)		—		€(44,447)


Item 21.	*Exhibits and Financial Statement Schedules*


Item

	4	.1	Indenture dated July 10, 2003 between The Bank of New York, as trustee, and Vivendi Universal.
	4	.2	Form of 6.25% Senior Note due 2008 (included in Exhibit 4.1).
	4	.3	Form of 6.25% Senior Note due 2008 (included in Exhibit 4.1).
	4	.4	Exchange and Registration Rights Agreement dated July 10, 2003, among Goldman Sachs International, as representative of the Initial Purchasers and Vivendi Universal.
	5	.1	Opinion of Cravath, Swaine & Moore LLP.
	5	.2	Opinion of Jean Francois Dubos.
	12	.1	Statements re computation of ratio of earnings to fixed charges.
	23	.1	Consent of Cravath, Swaine & Moore LLP (contained in Exhibit 5.1).
	23	.2	Consent of Jean Francois Dubos (contained in Exhibit 5.2).
	23	.3	Consent letter of RSM Salustro Reydel and Barbier, Frinault & Cie, a member firm of Andersen Worldwide until April 16, 2002 and a member firm of Ernst & Young International thereafter.
	23	.4	Consent letter of RSM Salustro Reydel.
	24	.1	Powers of Attorney (included in the signature pages hereof).
	25	.1	Form T-1 with respect to the eligibility of the Bank of New York, as Trustee under the Indenture.
	99	.1	Form of Dollar Exchange Notes Letter of Transmittal.
	99	.2	Form of Euro Exchange Notes Letter of Transmittal.
	99	.3	Form of Dollar Exchange Notes Notice of Guaranteed Delivery.
	99	.4	Form of Euro Exchange Notes Notice of Guaranteed Delivery.
	99	.5	Form of Letter to Clients.
	99	.6	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
	99	.7	Operating and Financial Review and Prospects for the first quarter 2003 and Unaudited interim financial statements for the first quarter 2003 (French GAAP basis).
	99	.8	Guideline for Certification of Taxpayer Identification Number on Substitute Form W-9.


Signature	Title	Date

/s/ JEAN-RÉNÉ FOURTOU Jean-Réné Fourtou	Chairman of the Board of Directors and Chief Executive Officer	September 18, 2003

/s/ JACQUES ESPINASSE Jacques Espinasse	Chief Financial Officer	September 18, 2003

/s/ HUBERT JOLY Hubert Joly	Executive Vice President, Deputy Chief Financial Officer (Principal Accounting Officer)	September 18, 2003

/s/ CLAUDE BÉBÉAR Claude Bébéar	Director	September 18, 2003

/s/ GÉRARD BRÉMOND Gérard Brémond	Director	September 18, 2003

/s/ BERTRAND COLLOMB Bertrand Collomb	Director	September 18, 2003

/s/ FERNANDO FALCÓ Y FERNÁNDEZ DE CORDOVA Fernando Falcó y Fernández de Cordova	Director	September 18, 2003

/s/ GABRIEL HAWAWINI Gabriel Hawawini	Director	September 18, 2003

/s/ HENRI LACHMANN Henri Lachmann	Director	September 18, 2003

/s/ GEORGE E. BUSHNELL III George E. Bushnell III	Authorized Representative in the United States	September 18, 2003


Trust Indenture
Act Section		Indenture Section

310(a)(1)			7.10
	(a)(2)		7.10
	(a)(3)		N.A.
	(a)(4)		N.A.
	(a)(5)		7.10
	(b)		7.10
	(c)		N.A.
311(a)			7.11
	(b)		7.11
	(c)		N.A.
312(a)			2.05
	(b)		11.03
	(c)		11.03
313(a)			7.06
	(b)(1)		N.A.
	(b)(2)		7.06; 7.07
	(c)		7.06; 11.02
	(d)		7.06
314(a)			4.03; 11.02; 11.05
	(b)		N.A.
	(c)(1)		11.04
	(c)(2)		11.04
	(c)(3)		N.A.
	(d)		N.A.
	(e)		11.05
	(f)		N.A.
315(a)			7.01
	(b)		7.05; 11.02
	(c)		7.01
	(d)		7.01
	(e)		6.11
316(a) (last sentence)			2.09
	(a)(1)(A)		6.05
	(a)(1)(B)		6.04
	(a)(2)		N.A.
	(b)		6.07
	(c)		2.12
317(a)(1)			6.08
	(a)(2)		6.09
	(b)		2.04
318(a)			11.01
	(b)		N.A.
	(c)		11.01


		Page

ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE 1
Section 1.01	Definitions.		1
Section 1.02	Other Definitions.		26
Section 1.03	Incorporation by Reference of Trust Indenture Act.		27
Section 1.04	Rules of Construction.		27
ARTICLE 2. THE NOTES
Section 2.01	Form and Dating.		28
Section 2.02	Execution and Authentication.		28
Section 2.03	Registrar and Paying Agent.		29
Section 2.04	Paying Agent to Hold Money in Trust.		29
Section 2.05	Holder Lists.		30
Section 2.06	Transfer and Exchange.		30
Section 2.07	Replacement Notes.		42
Section 2.08	Outstanding Notes.		42
Section 2.09	Treasury Notes.		43
Section 2.10	Temporary Notes.		43
Section 2.11	Cancellation.		43
Section 2.12	Defaulted Interest.		44
Section 2.13	Additional Amounts.		44
ARTICLE 3. REDEMPTION AND PREPAYMENT
Section 3.01	Notices to Trustee.		46
Section 3.02	Selection of Notes to Be Redeemed or Purchased.		46
Section 3.03	Notice of Redemption.		47
Section 3.04	Effect of Notice of Redemption.		48
Section 3.05	Deposit of Redemption or Purchase Price.		48
Section 3.06	Notes Redeemed or Purchased in Part.		48
Section 3.07	Optional Redemption.		48
Section 3.08	Mandatory Redemption.		49
Section 3.09	Offer to Purchase by Application of Excess Proceeds.		49
Section 3.10	Redemption of Notes for Changes in Withholding Taxes.		50
ARTICLE 4. COVENANTS
Section 4.01	Payment of Notes.		51
Section 4.02	Maintenance of Office or Agency.		52
Section 4.03	Reports.		52
Section 4.04	Compliance Certificate.		53
Section 4.05	Taxes.		53


		Page

Section 4.06	Stay, Extension and Usury Laws.		54
Section 4.07	Restricted Payments.		54
Section 4.08	Dividend and Other Payment Restrictions Affecting Subsidiaries.		57
Section 4.09	Incurrence of Indebtedness and Issuance of Preferred Stock.		59
Section 4.10	Asset Sales.		64
Section 4.11	Transactions with Affiliates.		66
Section 4.12	Liens.		67
Section 4.13	Business Activities.		67
Section 4.14	Corporate Existence.		67
Section 4.15	Offer to Repurchase Upon Change of Control.		68
Section 4.16	Limitation on Sale and Leaseback Transactions.		69
Section 4.17	Payments for Consent.		70
Section 4.18	Designation of Restricted and Unrestricted Subsidiaries.		70
Section 4.19	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.		70
Section 4.20	Anti Layering.		72
Section 4.21	Changes in Covenants when Notes Rated Investment Grade.		72
ARTICLE 5. SUCCESSORS
Section 5.01	Merger, Consolidation, or Sale of Assets.		72
Section 5.02	Successor Corporation Substituted.		73
ARTICLE 6. DEFAULTS AND REMEDIES
Section 6.01	Events of Default.		73
Section 6.02	Acceleration.		75
Section 6.03	Other Remedies.		75
Section 6.04	Waiver of Past Defaults.		75
Section 6.05	Control by Majority.		75
Section 6.06	Limitation on Suits.		76
Section 6.07	Rights of Holders of Notes to Receive Payment.		76
Section 6.08	Collection Suit by Trustee.		76
Section 6.09	Trustee May File Proofs of Claim.		76
Section 6.10	Priorities.		77
Section 6.11	Undertaking for Costs.		77
ARTICLE 7. TRUSTEE
Section 7.01	Duties of Trustee.		77
Section 7.02	Rights of Trustee.		78
Section 7.03	Individual Rights of Trustee.		79
Section 7.04	Trustee’s Disclaimer.		80
Section 7.05	Notice of Defaults.		80
Section 7.06	Reports by Trustee to Holders of the Notes.		80
Section 7.07	Compensation and Indemnity.		80
Section 7.08	Replacement of Trustee.		81
Section 7.09	Successor Trustee by Merger, etc.		82


		Page

Section 7.10	Eligibility; Disqualification.		82
Section 7.11	Preferential Collection of Claims Against Company.		82
ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance.		83
Section 8.02	Legal Defeasance and Discharge.		83
Section 8.03	Covenant Defeasance.		83
Section 8.04	Conditions to Legal or Covenant Defeasance.		84
Section 8.05	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions		85
Section 8.06	Repayment to Company.		85
Section 8.07	Reinstatement.		86
ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01	Without Consent of Holders of Notes.		86
Section 9.02	With Consent of Holders of Notes.		87
Section 9.03	Compliance with Trust Indenture Act.		88
Section 9.04	Revocation and Effect of Consents.		88
Section 9.05	Notation on or Exchange of Notes.		88
Section 9.06	Trustee to Sign Amendments, etc.		88
ARTICLE 10. SATISFACTION AND DISCHARGE
Section 10.01	Satisfaction and Discharge.		89
Section 10.02	Application of Trust Money.		90
ARTICLE 11. MISCELLANEOUS


Section 11.01	Trust Indenture Act Controls.	90
Section 11.02	Notices.	90
Section 11.03	Communication by Holders of Notes with Other Holders of Notes.	92
Section 11.04	Certificate and Opinion as to Conditions Precedent.	92
Section 11.05	Statements Required in Certificate or Opinion.	92
Section 11.06	Rules by Trustee and Agents.	92
Section 11.07	No Personal Liability of Directors, Officers, Employees and Stockholders.	92
Section 11.08	Governing Law.	93
Section 11.09	No Adverse Interpretation of Other Agreements.	93
Section 11.10	Successors.	93
Section 11.11	Severability.	93
Section 11.12	Counterpart Originals.	93
Section 11.13	Table of Contents, Headings, etc.	93
Section 11.14	Submission to Jurisdiction; Appointment of Agent.	93


	(8) the sale or other disposition of cash or Cash Equivalents; and


	(7) the interest component of any deferred payment obligations; and


	(1) was a member of such Board of Directors on the date of this Indenture; or


	(7) Hedging Obligations permitted to be incurred under Section 4.09 hereof;


	(2) Liens in favor of the Company or a Restricted Subsidiary;


Term	Defined in Section

“Additional Amounts”		2.13
“Affiliate Transaction”		4.11
“Asset Sale Offer”		3.09
“Authentication Order”		2.02
“Change of Control Offer”		4.15
“Change of Control Payment”		4.15
“Change of Control Payment Date”		4.15
“Covenant Defeasance”		8.03
“DTC”		2.03
“Event of Default”		6.01
“Excess Proceeds”		4.10
“Fall Away Event”		4.21
“incur”		4.09
“Legal Defeasance”		8.02
“Liquidating Distributions”		4.08
“Offer Amount”		3.09
“Offer Period”		3.09


Term	Defined in Section

“Paying Agent”		2.03
“Payment Default”		6.01
“Permitted Debt”		4.09
“Prior Capital Expenditures”		4.10
“Private Exchange”		2.06
“Private Exchange Notes”		2.06
“Purchase Date”		3.09
“Registrar”		2.03
“Restricted Payments”		4.07
“Successor Company”		5.01
“Taxes”		2.13
“Taxing Jurisdiction”		2.13
“VUE Asset Sale”		4.10


	(A) such guarantee has been duly executed and authorized; and


	(A) files an application for the appointment of a conciliator (conciliateur);


	(B) enters into an amicable settlement (accord amiable) with its creditors;


	(1) to cure any ambiguity, defect, omission or inconsistency;


	(5) make any Note payable in money other than that stated in the Notes;