-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O5nCqEJHcceH7IUXA66rGrdhg96jog72oKsT286zdEiUYQV0GBQLhtutDO7K9+bL x2+DdpgCHAgMiUyVKlA5kA== 0000898822-99-000210.txt : 19990416 0000898822-99-000210.hdr.sgml : 19990416 ACCESSION NUMBER: 0000898822-99-000210 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990415 GROUP MEMBERS: EAU ACQUISITION CORP. GROUP MEMBERS: VIVENDI SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED STATES FILTER CORP CENTRAL INDEX KEY: 0000318025 STANDARD INDUSTRIAL CLASSIFICATION: REFRIGERATION & SERVICE INDUSTRY MACHINERY [3580] IRS NUMBER: 330266015 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-35006 FILM NUMBER: 99594285 BUSINESS ADDRESS: STREET 1: 40-004 COOK ST CITY: PALM DESERT STATE: CA ZIP: 92211 BUSINESS PHONE: 7603400098 MAIL ADDRESS: STREET 1: 40-004 COOK STREET CITY: PALM DESERT STATE: CA ZIP: 92211 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TOXXIC CONTROL INC DATE OF NAME CHANGE: 19910401 FORMER COMPANY: FORMER CONFORMED NAME: NOVAN ENERGY INC DATE OF NAME CHANGE: 19871227 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VIVENDI CENTRAL INDEX KEY: 0000920617 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 52 RUE D ANJOU CITY: PARIS, FRANCE STATE: I0 ZIP: 75384 BUSINESS PHONE: 0113314924 MAIL ADDRESS: STREET 1: C/O COMPAGNIE GENERALE DES EAUX STREET 2: 52 RUE D'ANJOU CITY: PARIS STATE: I0 ZIP: 75384 FORMER COMPANY: FORMER CONFORMED NAME: COMPAGNIE GENERALE DES EAUX DATE OF NAME CHANGE: 19940321 SC 14D1/A 1 AMENMENT NO. 1 ======================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------ SCHEDULE 14D-1 (AMENDMENT NO. 1) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 UNDER THE SECURITIES EXCHANGE ACT OF 1934 ------------------------------ UNITED STATES FILTER CORPORATION (Name of Subject Company) VIVENDI EAU ACQUISITION CORP. (Bidders) ------------------------------ COMMON STOCK, PAR VALUE $.01 PER SHARE (AND ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS) (Title of Class of Securities) 911843209 (CUSIP Number of Class of Securities) ------------------------------ MICHAEL AVENAS EAU ACQUISITION CORP. C/O VIVENDI NORTH AMERICA MANAGEMENT SERVICES, INC. 800 THIRD AVENUE, 38TH FLOOR NEW YORK, NEW YORK 10022 (212) 753-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf Of Bidder) COPIES TO: DANIEL A. NEFF, ESQ. TREVOR S. NORWITZ, ESQ. WACHTELL, LIPTON, ROSEN & KATZ 51 WEST 52ND STREET NEW YORK, NEW YORK 10019 (212) 403-1000 ======================================================================== This Amendment (the "Amendment") amends and supplements the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") filed with the Securities and Exchange Commission on March 26, 1999 by Vivendi, a societe anonyme organized under the laws of France ("Parent"), and Eau Acquisition Corp. ("Purchaser"), a Delaware corporation and wholly-owned subsidiary of Parent, to purchase all outstanding shares of Common Stock, par value $.01 per share (the "Shares") of United States Filter Corporation, a Delaware corporation (the "Company") and the associated Preferred Share Purchase Rights (the "Rights") issued pursuant to the Rights Agreement, dated as of November 27, 1998, between the Company and The Bank of New York, as Rights Agent (as the same may be amended, the "Rights Agreement"), at a purchase price of $31.50 per Share (and associated Right), net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 26, 1999 (the "Offer to Purchase"), and in the related Letter of Transmittal (which together constitute the "Offer"). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase and the Schedule 14D-1. This Amendment also constitutes an amendment to the Statement on Schedule 13D with respect to the beneficial ownership of Shares which has previously been filed by Parent and Purchaser. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY. Item 3 of the Schedule 14D-1 is hereby amended and supplemented by the following disclosure: Reference is hereby made to the information set forth in Sections 8 ("Certain Information Concerning the Company") and 10 ("Background of the Offer; Contacts with the Company") of the Offer to Purchase, which is incorporated herein by reference. In the course of the discussions between representatives of Parent and the Company, certain projections of future operating performance of the Company were furnished to Parent's representatives. These projections were not prepared with a view to public disclosure or compliance with published guidelines of the Commission or the guidelines established by the American Institute of Certified Public Accountants regarding projections, and are included in this Offer to Purchase only because they were provided to Parent. Neither Parent, nor the Purchaser, nor any of their advisors assumes any responsibility for the accuracy of these projections. While presented with numerical specificity, these projections are based upon a variety of assumptions (including, without limitation, disposition of assets currently held for sale and consummation of acquisitions of as yet unidentified companies in each of the years covered by the projections) relating to the businesses of the Company (on a stand alone basis) which may not be realized and are subject to significant uncertainties and contingencies, many of which are beyond the control of the Company. There can be no assurance that the projections will be realized, and actual results may vary materially from those shown. Set forth below is a summary of the material portions of the projections. These projections should be read together with the financial statements of the Company referred to herein. -2- UNITED STATES FILTER CORPORATION AND SUBSIDIARIES PROJECTED FINANCIAL INFORMATION (IN MILLIONS) For the Year Ending March 31 ------------------------------------ 1999 2000 2001 2002 ------ ------ ------ ------ Revenues............................... $4,870.9 $5,460.0 $6,138.1 $6,919.3 Operating Income....................... 478.4 562.6 679.2 866.0 Net Income............................. 245.0 298.2 388.3 520.6 EBITDA(1).............................. 640.8 725.0 841.6 1,028.4 (1) EBITDA is Operating Income (which equals Revenues decreased by Cost of Sales and by Selling, General and Administrative expenses), plus depreciation and amortization. ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Reference is hereby made to the information set forth in Section 12 ("Source and Amount of Funds") of the Offer to Purchase, which is incorporated herein by reference. Parent and Bayerische Landesbank Girozentrale, a credit institution subject to German law ("BLG"), have entered into a definitive credit agreement (the "BLG Credit Agreement") pursuant to which BLG has agreed to lend to Parent up to 13.2 billion French francs, or the equivalent amount in Euros or U.S. dollars based on an exchange rate specified in the Credit Agreement. The loan matures on October 29, 1999. Amounts can be drawn under the Credit Agreement with initial interest periods (each, an "Interest Period") of one, two or three months. The interest rate payable on amounts drawn equals (i) LIBOR for the applicable Interest Period plus 8 basis points, if amounts drawn are in U.S. dollars or (ii) EURIBOR for the applicable Interest Period plus 8 points, if amounts drawn are in Euros. The loan from BLG is unsecured. The foregoing description is qualified by reference to the full BLG Credit Agreement, an English language translation of which is attached as Exhibit (b)(1) and is incorporated herein by reference. Parent, a wholly-owned subsidiary of Parent ("Finance Sub") and Societe Generale have entered into a definitive bond issuance and underwriting agreement (the "SG Loan Agreement") pursuant to which Societe Generale will provide a 2.286 billion Euro loan for a period of six months following date on which funds are made available. Such borrowing will bear an interest rate equal to the 1-month EURIBOR rate plus 8 basis points, subject to adjustment at Finance Sub's option. The funds may be drawn by Finance Sub at any time after April 22, 1999, subject to the terms and conditions of the SG Loan Agreement. Finance Sub will reloan amounts borrowed under the SG Loan Agreement to Parent, and Parent will guarantee the obligations of Finance Sub under the SG Loan Agreement. The SG Loan Agreement is unsecured. The foregoing description is qualified by reference to the full SG Credit Agreement, -3- an English language translation of which is attached as Exhibit (b)(2) and is incorporated herein by reference. On April 13, 1999, Parent announced that it would be launching an offering of its convertible bonds with an aggregate principal amount of 2.5 billion Euros. The bonds will mature in six years, have an interest rate of 1.5% and be convertible into shares of common stock of Parent or Vivendi Environment, a newly formed subsidiary that Parent expects will hold the Company and certain of its other utilities businesses. Parent expects to raise an additional 3.2 billion Euros through an equity offering of its shares which will follow the convertible bond offering. The proceeds of the convertible bond offering and the equity offering will be used to repay the BLG Credit Agreement and the SG Loan Agreement and to otherwise provide funding in connection with Parent's acquisition of the Company. ITEM 10. ADDITIONAL INFORMATION (e) On March 29, l999, and April 6, l999, two additional complaints were filed in the Court of Chancery of the State of Delaware in and for New Castle County. They are captioned Lerner v. Quayle, et al.(the" Lerner complaint")(Case No.l7072 NC) and Gothelf v. Quayle, et al. (the "Gothelf complaint")(Case No. l7094 NC). The allegations made in the Lerner and Gothelf complaints, and the relief sought therein, are substantially identical to the contents of the complaint described in the Schedule 14D-1. (f) Reference is hereby made to the information set forth in Sections 1 ("Terms of the Offer"), 2 ("Acceptance for Payment and Payment") and 14 ("Certain Conditions of the Offer") of the Offer to Purchase. Each of Parent and the Purchaser acknowledge that all conditions to the Offer, other than receipt of government approvals, must be satisfied or waived prior to the Expiration Date. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS (b)(1) Credit Agreement between Parent and Bayerische Landesbank Girozentrale (English translation) (b)(2) Bond Issuance and Underwriting Agreement among Societe Generale, Parent and a wholly-owned subsidiary of Parent (English translation) -4- SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: April 15, 1999 VIVENDI By: /s/ Jean-Marie Messier --------------------------------- Name: Jean-Marie Messier Title: Chairman and Chief Executive Officer EAU ACQUISITION CORP. By: /s/ Jean-Marie Messier --------------------------------- Name: Jean-Marie Messier Title: President -5- EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ------- ----------- (b)(1) Credit Agreement between Parent and Bayerische Landesbank Girozentrale (English translation) (b)(2) Bond Issuance and Underwriting Agreement among Societe Generale, Parent and a wholly-owned subsidiary of Parent (English translation) EX-10 2 EXHIBIT (B)(1) Exhibit (b)(1) BAYERISCHE LANDESBANK GIROZENTRALE PARIS BRANCH Lender VIVENDI S.A. Borrower CREDIT AGREEMENT FRESHFIELDS TABLE OF CONTENTS ARTICLES PAGES Article 1 - Definitions 2 Article 2 - Amount of the Loan 7 Article 3 - Purpose of the Loan 7 Article 4 - Term of the Loan 7 Article 5 - Availability of the Funds 8 Article 6 - Repayment 8 Article 7 - Interest 9 Article 8 - Payments 9 Article 9 - Borrower's Commitments 10 Article 10 - Borrower's Declarations and Guarantees 13 Article 11 - Early Payability 15 Article 12 - Late Penalties, Reimbursement of Costs, 16 Compound Interest Article 13 - New Circumstances 16 Article 14 - Transfer 18 Article 15 - Divisibility 18 Article 16 - Prior Conditions 18 Article 17 - Exercise of Rights 19 Article 18 - Taxes, duties and costs 19 Article 19 - Notifications 19 Article 20 - Applicable law, Jurisdiction 20 Appendix 1 - Model Draw Notification 22 Appendix 2 - Model letter to notify APR 23 Appendix 3 - Model Notification of Change in Interest Period 24 CREDIT AGREEMENT BETWEEN THE UNDERSIGNED VIVENDI S.A., a French societe anonyme, registered in the Register of Commerce and Companies of Paris under number 780 129 961, with registered offices at 42, avenue de Friedland, 75008 Paris, represented by Mr. [____________], duly authorized for the purposes herein (the Borrower); AND BAYERISCHE LANDESBANK GIROZENTRALE, a credit institution subject to German law, with registered offices at 20, Brienner Strasse, 80333 Munich, Germany, acting for the purposes of this Agreement through its French branch, registered in the Paris Register of Commerce and Companies under number 351 681 374 and located at 203, rue du Faubourg Saint-Honore, 75008 Paris, and represented by Messrs. Jean-Louis Gleizes, Managing Director, and Jean-Michel Pezard, Assistant Managing Director, duly authorized for the purposes herein (the Lender). WHEREAS: (A) The Vivendi Group (as defined hereinafter) plans to purchase all the Shares (as this term is defined hereinafter) of the Target (as this term is defined hereinafter) for an initial total price of USD 6,200,000,000 (six billion two hundred million U.S. dollars), and it is specified that: (a) for the purposes of the Acquisition (as this term is defined hereinafter), the Vivendi Group intends to use a holding company subject to U.S. law, Vivendi North America Operations, Inc., in which the Borrower holds 100% of the capital and voting rights, and its newly formed, wholly owned subsidiary, Eau Acquisition Corp. (the New Co.), intended to purchase and hold the Shares in the Target; and (b) the Acquisition and the payment of the purchase price for the Shares in the Target should be completed on or after April 27, 1999. (B) In order to allow the Vivendi Group to complete the Acquisition, the Lender is disposed to grant to the Borrower under this Agreement a bridge loan for a maximum term between the Draw Date and the Due Date (as these terms are defined hereinafter), and it is specified that the Loan (as defined hereinafter) must be refinanced by equity capital (capital increases, issue (i) of financial instruments that give the right, through conversion, exchange, redemption, or presentation of a warrant, to the allocation of financial instruments representing a share in the capital of the Borrower; or (ii) of other instruments classified as equity capital or quasi equity capital) at the Borrower's initiative no later than the Due Date. NOW, THEREFORE, IT HAS BEEN AGREED AS FOLLOWS: ARTICLE 1 - DEFINITIONS 1.1 For the purposes of this Agreement, the terms hereinafter shall have the following meanings unless the context requires otherwise, or they are defined differently: Shares refers to the securities representing a share of the capital stock of the company that issues them and the attached voting rights; Acquisition means the acquisition by NewCo of all or part of the common Shares of the Target through a tender offer made in accordance with American law; Arrears means any amount in capital, interest, commissions, costs or fees payable (i) on a Payment Date and not paid by the Borrower on said Date or (ii) upon the occurrence of any Case of Early Payability; Draw Notification refers to a notification of draw delivered to the Lender by the Borrower and prepared in accordance with the model provided in Appendix 1; Reference Banks refers to the principal agency in Paris of the Banque Nationale de Paris, the Credit Agricole-Indosuez, the Credit Commercial de France, the Credit Lyonnais, Paribas, or any other credit institution proposed by the Lender and accepted by the Borrower (who may not refuse without a legitimate and serious reason) in the event that one of the reference banks can no longer act as such or refuses to do so; TARGET Schedule refers to the schedule for the transactions completed in Euros on an organized interbank market by the European Banking Federation (FBE) in accordance with Article 109 L of the treaty regarding the European Union. Case of Early Payability refers to any one of the events cited in Article 11; Target refers to United States Filter Corporation, a Delaware company subject to U.S. law, the Shares of which are traded on the New York Stock Exchange, with its headquarters at 40-004 Cook Street, Palm Desert CA 92211, United States; Counter-value means the amount (rounded down, if applicable, to the next unit) expressed in an exchange currency for an amount expressed in another currency as determined by the Lender on the basis of the exchange rate of the first currency in relation to the second currency communicated at about 4:30 p.m. (Paris time) by the Banque de France and distributed through the Reuter's network or, if not distributed by this network, through the Telerate network on the Business Day preceding the day on which this must be determined. In the event that, for any reason whatsoever, the rate of the first currency compared to the second currency is not communicated by the Banque de France, the Lender shall determine the counter-value in the first currency on the basis of the arithmetic average of the buy and sell prices of the two currencies concerned offered to the Lender by at least three of the Reference Banks at approximately 5:00 p.m. (Paris time); Loan means, at any time, all principal amounts that are drawn and not yet repaid; Due Date means October 29, 1999; Payment Date means a Payment Date for Interest and/or the Payment Date of the Principal; Payment Date of the Principal means, for each Draw, the last Interest Payment Date immediately preceding the Due Date; Interest Payment Date means the last Business Day of any Interest Period; Draw Date means the date cited in any Notification of Draw delivered to the Lender by the Borrower to obtain the corresponding funds from the Lender; it is specified that, in any event, no Draw Date may be prior to April 27, 1999 or after September 29, 1999; Acquisition Documents refers to the Offer to Purchase and all documents related to the Acquisition that have been filed with the Securities Exchange Commission; Eonia (European overnight index average) means: (a) the average of the overnight transaction rates on the interbank market in Euros calculated by the European System of Central Banks, weighted by the amount of the transactions processed, distributed on the Telerate screen on page 247 (or on any other page or screen that replaces this screen for this purpose) under the aegis of the Banking Federation of the European Union (FBE) at 7:00 p.m. (Brussels time) on the Business Day (in Brussels) on which deposits in Euros are offered on the European interbank market; or (b) in the event that, for a given Business Day (in Brussels), the average cited in paragraph (a) hereinabove is not distributed, the average overnight rate determined by the Lender, equal to the arithmetic average (corrected for extremes), rounded up to the next 1/16th, of the rates communicated to it by at least three of the Reference Banks that these banks use on the interbank market in Paris at 11:00 a.m. (Paris time), on said given Business Day; EUR refers to the Euro, the single European currency that is legal tender in the territory of the French Republic; Euribor (European interbank offered rate) means: (a) for any Interest Period, the annual rate applicable to said Interest Period and distributed on the Telerate screen on page 248 (or on any other page or screen that may replace this screen for this purpose) under the aegis of the Banking Federation of the European Union (FBE) at 11:00 a.m. (Brussels time) two Business Days (in Brussels) before the first day of said Interest Period at which deposits in Euros are offered on the European interbank market for a period equal to that of the Interest Period in question; or (b) in the event that, for a given Interest Period, the rate cited in paragraph (a) hereinabove is not distributed, the annual rate determined by the Lender, equal to the arithmetic average (corrected for extremes), rounded up to the next 1/16th, if necessary, of the rates communicated to the Lender by at least three of the Reference Banks at which these banks offers deposits in Euros for a period equal to that of the Interest Period in question to leading banks on the Paris interbank market, at 11:00 (Paris time) two Business Days (in Paris) before the first day of said Period; Federal Fund means: (a) the overnight "USD-Federal Fund" rate distributed on the Telerate screen on page 120 or, if not distributed here, in the bulletin H.15 Daily Update (update of H.15(519) published by the Federal Reserve System Board of Governors), at 6:00 p.m. (New York time) on a given Business Day; or (b) in the event that, for a given Business Day, the rate cited in paragraph (a) hereinabove is not distributed, the overnight rate determined by the Lender, equal to the arithmetic average (corrected for extremes), rounded up to the next 1/16th, if applicable, of the rates that have been communicated to the Lender at 11:00 a.m. (New York time) on said Business Day (in Paris) by the Reference Dealers; FRF refers to a subdivision of the Euro; Vivendi Group refers to: (a) prior to the Acquisition, the group composed of the (i) Borrower, (ii) the American companies Vivendi North America Operations, Inc. and NewCo; and (ii) French companies in which Vivendi holds more than two-thirds of the capital and voting rights; and (b) after the Acquisition, the companies described in paragraph (a) hereinabove, plus the Target; Index means the Reference Index and the Late Index; Reference Index refers to: (a) the Euribor for any Draw made in Euros; and (b) the Libor for any Draw made in USD; Late Index means: (a) the Eonia for any sum denominated in Euros; and (b) the Federal Fund for any sum denominated in USD; Interest means, for a given Draw, the amount of the interest owed by the Borrower for any Interest Period and equal to the product of the following: (a) the corresponding Interest Rate, and (b) the corresponding Amount Drawn on the basis of: (i) the exact number of days elapsed during the related Interest Period (ii) in relation to a 360-day year; Business Day means, except where stipulated otherwise: (a) with respect to any payment denominated in USD, any day (full) on which the credit institutions are open in Paris, New York, and London for the purpose of completing banking transactions and on which transactions on the interbank market are performed; and (b) with respect to any payment denominated in Euros, any business day of the TARGET Schedule; Libor means: (a) for any Interest Period, the annual rate applicable to said Interest Period as distributed on the Telerate screen (page 3750) under the aegis of the British Bankers Association at 11:00 a.m. (London time) two Business Days (in London) before the first day of said Period at which deposits in USD are offered on the London international interbank market for a period equal to that of the Interest Period in question; or (b) in the event that, for a given Interest Period, the rate cited in paragraph (a) hereinabove is not distributed, the annual rate determined by the Lender, equal to the arithmetic average (corrected for extremes), rounded up to the next 1/16th, if applicable, of the rates communicated to the Lender by at least three of the Reference Banks at which these banks offer deposits in USD for a period equal to the Interest Period in question to leading banks on the London interbank market, at 11:00 a.m. (London time) two Business Days before the first day of said Period; Margin means 0.08% (eight hundredths of one percent) per year; Maximum Amount means the maximum amount in principal of the Loan, which is the sum of FRF 13,200,000,000 (thirteen billion two hundred million French francs) or its counter-value in USD; Amount Drawn means the fraction of the Maximum Amount that is drawn on one or more occasions; Interest Period means any period of one, two or three months, at the Borrower's choice, starting on a Draw Date and ending on the last day of said period (not included), at the end of which payment of the Interest owed by the Borrower is due for the corresponding Draw; it is specified that if the last day of the Interest Period is not a Business Day, said Interest Period shall end the following Business Day, except if this results in a carry over to the next calendar month, in which case said Interest Period shall end on the preceding Business Day. The Borrower must indicate its choice for: (a) the initial Interest Period for a Draw in the Draw Notification, the model for which is provided in Appendix 1; and (b) subsequent Interest Periods for each of the corresponding Draws, at least 5 Business Days before the end of the corresponding current Interest Period through a notification following the model provided in Appendix 3; Redeployment of Funds means, in the event of early repayment (partial or total) of the Loan, for any reason whatsoever, notably pursuant to Articles 6.2, 11 and 13, on a date that is not an Interest Payment Date, or in the case of the revocation of a Draw, the total amount of the sums intended to indemnify the Lender for any losses, costs and expenses of any kind paid by the Lender as a result of said repayment (including, in particular, and not limited to, all losses and all costs paid by the Lender for the liquidation or the re-use of the deposits that it acquired to finance the Loan), which the Borrower must pay to the Lender at its first request upon presentation of the appropriate supporting documents; Reference Dealers means three major brokers in USD-Federal Funds transactions on the New York City market proposed by the Lender and accepted by the Borrower (which may not refuse without a legitimate and serious reason); Interest Rate means the annual interest rate applicable to the Loan, which is equal to the sum of: (a) The Reference Index applicable to each Draw for each corresponding Interest Period; and (b) The Margin; Late Penalty Rate means the annual interest rate equal to the sum of: (a) The applicable Late Index; (b) The Margin; and (c) 2% (two percent) applicable to any arrears for a Draw; it is specified that the late penalty is: (i) calculated daily from the Payment Date (included) for said Draw, or the date of payability (in the event a Case of Early Payability occurs) in question, until the actual payment date (excluded) of the Arrears by the Borrower; and (ii) in relation to a 360-day year; APR or annualized percentage rate means the annual rate proportional to the period rate, at maturity and expressed as a percentage of monetary units, calculated actuarially, ensuring, according to the method of compounded interest, equality between the sums loaned and all payments including, in accordance with the provisions of Articles L 313-1 and following of the Consumer Code, in addition to interest, the direct or indirect costs, commissions or remuneration of any kind owed by the Borrower for the Loan. Draw refers to the use by the Borrower of the Loan through a Draw Notification in accordance with the provisions of Article 5; it is specified that: (a) The Loan may be taken in a maximum of five Draws; (b) The Amount Drawn may not in any event exceed the Maximum Amount; (c) The Amount Drawn for each Draw may not in any case be less than EUR 100,000,000 (one hundred million Euros) or its Counter-value in USD; and (d) The Loan may be drawn by the Borrower only in EUR or in USD; USD means the currency that is legal tender in the United States of America. 1.2 The titles and subtitles used in this Agreement shall have no effect on its interpretation. 1.3 Words used in the singular must also be understood with these meanings in the plural and vice-versa; French masculine words are also understood the same way in the feminine and vice-versa. 1.4 The references made herein to Articles or Appendices must be understood to mean references to articles and appendices of this Agreement, unless stipulated otherwise. ARTICLE 2 - AMOUNT OF THE LOAN Subject to the stipulations of this Agreement, the Lender grants to the Borrower a loan for a total maximum amount of FRF 13,200,000,000 (thirteen billion, two hundred million French francs) or its Counter-value in USD. ARTICLE 3 - PURPOSE OF THE LOAN The purpose of the loan described in Article 2 hereinabove is to allow the Vivendi Group to proceed with the purchase of the Shares of the Target up to a level of 100% of the capital stock of this company. The Lender shall in no way be required to ensure that the use of the funds by the Borrower conforms to the allocation defined hereinabove, and shall not incur any liability in this respect. ARTICLE 4 - TERM OF THE LOAN The Loan is granted until the Due Date on which it must be repaid in full, subject to the occurrence of any Case of Early Payability. ARTICLE 5 - AVAILABILITY OF THE FUNDS 5.1 Draws On or after April 27, 1999, and no later than September 29, 1999, the Loan may be made available to the Borrower in a maximum of five Draws according to the terms and conditions stipulated hereinafter. 5.2 Draw Notification 5.2.1 No later than 9:00 a.m. (Paris time) three Business Days before each Draw Date, the Borrower shall send the Lender a Draw Notification following the model given in Appendix 1. Any Draw Notification must be made for a minimum Amount Drawn of EUR 100,000,000 (one hundred million Euros) or its Counter-value in USD. 5.2.2 Each Draw Notification described in Article 5.2.1 hereinabove shall be deemed an irrevocable commitment from the Borrower to make the Draw on the date and according to the terms and conditions indicated in the Draw Notification. 5.3 Payment of the Funds 5.3.1 Subject to the stipulations of Articles 11 and 16, no later than 11:00 a.m. (Paris time) on each Draw Date, the Lender shall make available to the Borrower the Amount Drawn (in the currency concerned) by transfer to the bank account opened in the name of the Borrower in the books of a French bank and kept in France, the reference information for which shall be indicated in the corresponding Draw Notification. 5.3.2 If on September 29, 1999, the total Amount Drawn for all Draws made by the Borrower is less than the Maximum Amount, said Maximum Amount shall officially and irrevocably be reduced to the level of said total Amount Drawn on said date. 5.4 Non-use Commission In the event that, for any reason whatsoever, the Loan does not result in any Draw, the Borrower shall pay the Lender a non-use commission for the bridge loan equal to FRF 1,000,000 (one million French francs) excluding taxes. ARTICLE 6 - REPAYMENT 6.1 Repayments in fine Subject to the stipulations of Articles 6.2, 11, 13.1 and 13.2, the Borrower must repay the Amount Drawn for each Draw on the corresponding Principal Payment Date in the currencies and proportions borrowed. 6.2 Early Repayment The Borrower may, at any time, repay all or part of the Amount Draw early, without penalty, subject to compliance with the following conditions: (a) The Borrower must irrevocably notify the Lender of its desire to make such a repayment no later than 5:00 p.m. on the fifth Business Day before the date on which said repayment is to be made and specify, in the case of partial repayment, to which Draw or Draws the amount repaid is attached; and (b) the amount repaid early must be a whole multiple of EUR 100,000,000 (one hundred million Euros) or its Counter-value in USD; It is specified that, in the event the date of said early repayment is not an Interest Payment Date, the Borrower must indemnify the Lender for the cost of Redeployment of the Funds. In any event, no amount repaid early may be taken in a new Draw. ARTICLE 7 - INTEREST 7.1 Interest Rates and Interest Period On each Interest Payment Date for each Draw, the Borrower shall pay the Lender the interest accrued on the Amount Drawn under said Draw during the corresponding Interest Period, calculated at the appropriate Interest Rate. 7.2 Annualized Percentage Rate In order to comply with the provisions of Articles L 313-1 and following of the Consumer Code, the parties hereto recognize that, because of the special characteristics of the Loan, in particular the variable nature of the Interest Rate, the APR may not be calculated over the total term of the Loan on the date this Agreement is signed. However, the parties agree that the Lender shall indicate to the Borrower, by way of example, the APR on the date of this Agreement, on the basis of the elements known on this date, through a separate letter following the model given in Appendix 2. ARTICLE 8 - PAYMENTS 8.1 All sums owed by the Borrower to the Lender under this Agreement shall be paid to the Lender no later than 11:00 a.m. (Paris time) on the Business Day concerned by transfer (payment day value) to the bank accounts opened in the name of the Lender under the following references: "Euro" Account: Bank Account No. 100649A Key: 76 Bank: Caisse des depots et consignations Bank code: 40031 Agency code: 00001 "USD" Account: Bank Account No. 2000 - 19352938 G Bank: First Union New York Swift Code: PNBPU33NNYC Favor: Bayerische Landesbank Paris (BYLAFRPP) 8.2 Any payment or repayment received from the Borrower by the Lender shall be charged as follows: (a) first, to repayment of all costs, taxes, duties and contributions of any kind, stipulated to be paid by the Borrower under the terms of this Agreement; (b) second, against late penalties; (c) third, against interest arrears; (d) then, against Interest; and (e) finally, against the principal. ARTICLE 9 - BORROWER'S COMMITMENTS 9.1 Communication As of the date this Agreement is signed and until it expires, the Borrower undertakes to: (a) provide the Lender, as soon as they are available and no later than 180 calendar days after the date this Agreement is signed, with the audited consolidated annual financial statements (balance sheet, income statement, notes and cash position, or the equivalent American financials concerning the Target) for fiscal year 1998 for (i) the Borrower and (ii) the Target; (b) provide the Lender within five (5) Business Days after May 11, 1999, a certified true copy of the minutes of a Board of Directors Meeting of the Borrower showing a resolution of said Board expressly authorizing the issue of (i) Shares, (ii) financial instruments that give the right, through conversion, exchange, redemption, or presentation of a warrant, to the allocation of financial instruments representing a share in the capital of the Borrower; or (iii) other instruments classified as equity capital or quasi equity capital, in all cases in order to refinance the Acquisition; (c) inform the Lender of any change or inaccuracy affecting one of the declarations stipulated in Article 10 hereinafter; (d) immediately inform the Lender of the occurrence of any Case of Early Payability; and (e) more generally, inform the Lender of any event (including any rescheduling or moratorium it receives from a creditor) that may have a significant unfavorable effect on the activity, legal structure, or financial position of the Borrower, and may affect its capacity to fulfill its obligations under the terms of this Agreement. 9.2 Other commitments As of the date this Agreement is signed and until it expires, the Borrower undertakes to: (a) pay regularly on the appropriate dates all sums due in principal, interest, commissions, costs and incidentals under this Agreement; (b) comply with all legal, regulatory, and administrative provisions that apply to it, and all contractual provisions that bind it and the legal, administrative, arbitration or other decisions that involve it, non-compliance with which could affect its ability to fulfill its obligations under this Agreement; (c) keep regular and accurate accounts in compliance with applicable general accounting plan to give an accurate picture of its holdings, financial position, and the earnings of its enterprise; (d) declare any taxable earnings on the appropriate dates to the tax authorities concerned, and pay all duties and taxes on the appropriate dates (except if said payment is contested in good faith and sufficient reserves have been established in accordance with generally accepted accounting standards, and in the event said payment may be legally deferred); (e) not grant or allow any lien, secured debt, collateral or fiduciary security (such as any assignment or pledge of professional claims pursuant to Law No. 81-01 of January 2, 1981, or any delivery in freehold of equities, securities, bills or sums of money as guarantee pursuant to Article 52, section 4 of Law No. 96-597 of July 2, 1996, or any other fiduciary security), or any charge or abnormal encumbrance in favor of a third party on all or part of its assets, notably its business or all other intangible assets, without the prior agreement of the Lender. However, the Borrower may establish or allow any securities, pledges, liens, restrictions, or encumbrances in the context of the current operation of its business for a total amount less than EUR 80,000,000 (eighty million Euros) without requiring the prior consent of the Lender. In addition, the commitments described in the two preceding paragraphs of (e) do not apply to: (i) any secured debt existing on the date of this Agreement that has been granted on one of its assets recorded as a tangible asset to guarantee a debt made before the date of this Agreement; (ii) any security existing on the date on which the Borrower takes actual control of the Target and granted by the Target on its assets; (iii) any lien or security that meets all of the following conditions: (aa) results exclusively from the law and does not result from any agreement or convention whatsoever; (bb) would not involve or require the intervention of the Borrower; and (cc) has not yet been the subject of forced execution or implementation on the assets encumbered by said security or guarantee; (iv) any security, clause reserving ownership, or any right of retention on a tangible asset acquired or held by the Borrower, granted by the Borrower in order to guarantee the purchase price of said asset, or a debt incurred exclusively in order to finance its purchase (limited to the purchase price of said asset), provided that said security, clause reserving ownership or said right of retention concerns said tangible asset acquired by the Borrower or the claims resulting (aa) from the loss of said asset, or (bb) from damages caused to said asset, notably, insurance indemnities or, finally, the rental or charter fees payable by a tenant or charterer for said asset or the income from said asset; (v) in the event that an entity becomes a subsidiary of the Vivendi Group after the Acquisition, any security existing on the date said entity enters the Group on any of its assets, excluding any security granted in order to make said entity a subsidiary; (f) not enter into any agreement for merger, split, partial contribution of assets, or absorption except, however, to the extent that (1) the surviving company would assume all the obligations of the Borrower under this Agreement; and (ii) the Lender has first given its consent, which may not be refused without a legitimate reasons; it is specified that the Lender authorizes in advance all restructuring or reorganization measures among the companies of the Vivendi Group that will not interfere with rights of the Lender under this Agreement; (g) ensure that its obligations under all its other debts, present and future, do not benefit (aa) from a payment priority or (bb) preferred claims of any kind from which its obligations under this Agreement would not benefit, without prejudice, however, to obligations that benefit from a higher rank according to law; (h) directly or indirectly retain an interest in the capital and voting rights of NewCo that is at least equal to 100% of the capital of this company, and act so that NewCo directly retains an interest in the capital and voting rights of the Target that is at least equal to the number of Shares of the Target held by NewCo cited in the affidavit described in Article 16.2(c); and (i) not grant or allow, and ensure that NewCo does not grant or allow, a pledge or security of any kind (including any delivery in freehold as guarantee pursuant to Article 52, section 4 of Law No. 96-597 of July 2, 1996, or loan against pledged securities, or loan of securities or any other security trust under French law or foreign laws), or encumbrance, option or abnormal restriction, under French or foreign laws, in favor of a third party on all or part of the Shares of the Target. ARTICLE 10 - DECLARATIONS AND GUARANTEES OF THE BORROWER 10.1 On the date this Agreement is signed, the Borrower declares and guarantees the Lender: (a) that it is a legal entity duly registered in the register of commerce and companies in the proper jurisdiction; (b) that this Agreement has been properly signed by a representative legally authorized by law to represent the Borrower, or by an agent of the Borrower, duly authorized pursuant to a delegation of power granted by a body legally authorized by law to represent it or, by an agent who has himself received powers from a body legally authorized to represent the Borrower for this purpose plus the ability to sub-delegate said power to the signatory of this Agreement; that it constitutes a valid commitment of the Borrower and binds the Borrower under its terms; (c) that neither the signing of this Agreement nor the fulfillment of the obligations arising herefrom is contrary to any provision of its bylaws, its corporate purpose, legislative or regulatory provisions applicable to the Borrower, provisions of a contract or commitment to which the Borrower is a party or an administrative, arbitration, or legal decision resulting from court or administrative orders that bind the Borrower; (d) that it complies, in the context of its activities, with all legal and regulatory provisions in force and all its contractual obligations; (e) that no request has been presented, nor any resolution proposed or adopted by a Meeting of Shareholders to cause the institution (i) of a notification procedure or amicable settlement under the provisions of Law No. 84-148 of March 1, 1984; or (ii) a collective procedure subject to the provisions of Law No. 85-98 of January 25, 1985 (or any other equivalent procedure concerning the Borrower), or in order to organize its amicable liquidation or dissolution; no conciliator, court-ordered administrator, ad hoc administrator, court-appointed agent for the liquidation of enterprises, or ad hoc agent has been named, and the Borrower has not been publicly recognized as unable to settle its debts or as being in state of cessation of payments; (f) that no court, administrative or arbitration proceedings have, to its knowledge, been or may be brought against it that could: (aa) prevent the Borrower from entering into or executing this Agreement or any document arising herefrom; or (bb) prevent the Vivendi Group from making the Acquisition; or (cc) affect the ability of the Borrower to comply with its obligations under the terms of this Agreement; (g) that it is not subject to any implementing measure under the provisions of the Law of July 9, 1991, and the decree of July 31, 1992, notably a garnishment or a notice to third party holder or any other measure resulting from the protest of a bill or a certificate of non-payment for collection of unpaid sums for a total amount greater than EUR 40,000,000 (forty million Euros); (h) that no lien from the Treasury or general property lien from Social Security has been filed with the clerk of court of the Tribunal of Commerce with jurisdiction over the Borrower's headquarters to this date; (i) that there are no facts or events that could constitute a Case of Early Payability; (j) that all taxes, duties, or contributions to notified social agencies or to be declared by the Borrower were effectively paid on the appropriate date (except if this payment is contested in good faith); any taxable earnings by the Borrower were declared on the appropriate date to the authorities concerned, and there has been no notification of assessment, automatic taxation procedure, or demand for payment under any action for collection, or any other disputes for the collection of taxes, duties or other contributions that would affect the ability of the Borrower to fulfill its obligations under this Agreement; (k) that the annual and intermediate accounts (quarterly or six-month) of the Borrower are correct and accurate and give a true picture of its holdings, financial position, and earnings on the respective closing dates for the years and periods that they represent; and (l) that the Acquisition will be completed in strict compliance with the laws applicable to companies and securities issued by companies in the United States of America. 10.2 At any time and, in particular, on each Draw Date, the Borrower declares and guarantees the Lender that the Amount Drawn does not exceed the amount necessary to finance the payment by NewCo of the price for the Shares of the Target purchased under the tender offer that has not already been financed by any means whatsoever. 10.3 Each of the declarations and guarantees set forth in this Article 10 shall be expressly reiterated on each Draw Date. ARTICLE 11 - EARLY PAYABILITY 11.1 If applicable, after the expiration of the periods cited hereinafter, the total of the sums in principal, interest, commission, costs and incidental expenses of any kind payable to the Lender under this Agreement will become legally payable on simple written notification from the Lender sent to the Borrower without requiring prior official notification, in the event that any of the following Cases of Early Payability occur: (a) total or partial non-payment at the end of three Business Days after a Payment Date or its due date of any amount in principal, interest, commission, costs or incidental expenses due under this Agreement; (b) significant inaccuracy in any of the declarations made by the Borrower under this Agreement; such inaccuracy will result in early payability of the Loan only if it is not corrected within 30 calendar days from the date it occurs, and it is specified that if it is manifestly impossible to correct it, said inaccuracy will result in the immediate payability of the Loan; (c) concealment by the Borrower of relevant information and, more generally, if the Borrower commits any fraudulent or injurious operation at the Lender's expense; (d) any event that could have a significant unfavorable effect on the activity, the legal structure, or the financial position of the Borrower that would affect its capacity to fulfill its obligations under this Agreement; (e) default of the Borrower under any obligation to pay a sum of money to a third party for a total amount greater than EUR 40,000,000 (forty million Euros); (f) institution of a notification or amicable settlement procedure under Chapters III and IV of Law No. 84-148 of March 1, 1984, or of a collective procedure under Law No. 85-98 of January 25, 1985; (g) exercise by any creditor of any enforcement method under the provisions of the Law of July 9, 1991, and the decree of July 31, 1992, notably a garnishment or a notice to third party holder, as well as in the event of protest of a bill or certificate of non-payment concerning the collection of unpaid sums for a total amount greater than EUR 40,000,000 (forty million Euros) and for which no cancellation of garnishment has been obtained within five Business Days unless, within the same period, the Borrower is in a position to demonstrate, to the reasonable satisfaction of the Lender, that these measures are contested in good faith by the Borrower through the appropriate means; (h) the filing of a Treasury lien or general property lien from the Social Security with the clerk of court in the Tribunal of Commerce with jurisdiction over the headquarters of the Borrower; (i) NewCo directly holds a number of Shares of the Target that is less than the number of Shares of the Target cited in the affidavit described in Article 16.2(c); (j) non-compliance by the Borrower with the commitment stipulated in Article 9.1 (b); (k) more generally, significant failure of the Borrower to comply with any of the commitments stipulated in Article 9 of this Agreement. 11.2 Sums that have become due under this Article shall bear interest until they are paid in full at the Late Penalty Rate, and the Borrower must indemnify the Lender for the cost of Redeployment of the Funds. ARTICLE 12 - LATE PENALTIES, REPAYMENT OF COSTS, COMPOUND INTEREST 12.1 Late penalty Any Arrears shall legally result, without prior official notification, in the additional payment by the Borrower of a late penalty calculated at the Late Interest Rate. The collection of late penalties by the Lender shall, under no circumstances, imply that it has granted payment periods or waived any of its rights. 12.2 Repayment of costs In addition to the late penalties described hereinabove, the Borrower must immediately repay the Lender in full for any expenses that the Lender must incur to collect said Arrears. 12.3 Compound interest All interest due for a full year will be capitalized in accordance with Article 1154 of the Civil Code. ARTICLE 13 - NEW CIRCUMSTANCES 13.1 Increase of costs If, for any reason whatsoever, notably because of the adoption of a new legislative, regulatory or other provisions (circular, directive, instruction, etc.) or a change in the interpretation of any standard of any kind ( legal, regulatory, professional or other), the net remuneration of the Lender (with the exception of a simple change in gross rate of the tax on total net earnings of the Lender) under this Agreement decreases or the cost of its commitment increases, because of the following: (a) a tax, duty or withholding of any kind specifically levied on any sum owed by the Borrower under this Agreement; or (b) an obligation to establish reserves, deposits, limits on outstanding amounts in relation to its assets or the deposits it holds, or a change in the prudential ratios that must be met by credit institutions; or (c) an obligation of quantitative limits notably for the tightening of credit, or the mandatory reserves that affect the amount of loans outstanding that the Lender may grant; the Lender shall so notify the Borrower, and both parties shall work together in good faith in order to arrive at a satisfactory solution for both parties. If, at the end of a period of 30 calendar days after the date of said notification, such a solution has not been found, the Borrower must assume the additional cost described in this Article so that the Lender collects an amount net said additional cost. However, in the event that, due to the applicable legislation, the Borrower cannot assume said cost, it will be required to make immediate early repayment of the Loan plus (i) all the costs related to the events described hereinabove that have been paid by the Lender since the notification cited above; and (ii) the cost of Redeployment of the Funds. 13.2 Illegality In the event that there is either a change in the legislation or regulations (or their interpretation) or a decision from any competent authority that would have the effect of making the loan, this Agreement, or the fulfillment by the Lender of its obligations under this Agreement illegal, the Lender shall so notify the Borrower and the parties shall make every effort to find a satisfactory replacement solution for both parties. If, at the end of a period of 30 calendar days after the date of said notification, such a solution has not been found, the Borrower must make early repayment of the Loan plus the cost of Redeployment of the Funds. 13.3 Disturbance in the market In the event of a change that affects the composition or the definition of one (or more) indices, and in the event that said Index or Indices disappears and a rate or rates of the same kind or equivalent are substituted, as well as in the event of a change that affects the organizations that publish said rate or rates or the methods for calculating or publishing the rates, the rate or rates resulting from this change or this substitution will be legally applied to this Agreement. It is also specified that, as long as the substitution rate or rates described above have not been determined, the interest will be calculated provisionally by the Lender on the basis of the last known index or indices; the breakdown of the sums definitively owed as interest will be established after the determination of said substitution rate or rates. ARTICLE 14 - TRANSFER 14.1 The Borrower may not transfer or assign in any way all or part of its rights or obligations under the Loan Agreement without obtaining the prior agreement of the Lender. 14.2 The Lender may freely assign, transfer, or give as guarantee to all third parties, including any mutual debt fund constituted pursuant to Law No. 88-1201 of December 23, 1988, in whole or in part, its rights and/or obligations under the Loan Agreement, and sign all related participation or syndication agreements, provided, however, that such a transfer: (a) does not result in additional costs for the Loan to be paid by the Borrower; and (b) involves a minimum Loan amount of USD 50,000,000 (fifty million USD) or its Counter-value in Euros. ARTICLE 15 - DIVISIBILITY In the event that any of the provisions of this Agreement are recognized to be null or unenforceable under the applicable law, the validity, legality, and enforceability of the other provisions of this Agreement shall not be affected by this fact. ARTICLE 16 - PRIOR CONDITIONS 16.1 Prior to the date of signature of this Agreement, the Lender must have received all the documents listed hereinafter in the correct form and with the correct information: (a) A certified true copy of the updated bylaws of the Borrower, a K-Bis Excerpt, and a certificate of non-bankruptcy of the Borrower, dated less than 15 calendar days earlier; (b) the copy of the Acquisition documents available at that time; and (c) a written declaration from the Borrower attesting to the absence of any event that constitutes a Case of Early Payability on the signing date; (d) a legal opinion from the Borrower's legal counsel concerning its capacity, the validity and enforceability of the obligations it has subscribed under this Agreement against third parties and against the Borrower; and (e) a certified true copy of the delegation of authority to the signatory of the Borrower, dated [_______]. 16.2 The Borrower may not, under any circumstances, make a Draw if one of the following conditions has not been met: (a) at the end of the tender offer initiated by NewCo on the Shares of the Target, which are traded on the primary market of the New York Stock Exchange, NewCo validly holds directly and in freehold all the Shares of the Target that have been presented to it at the end of said tender offer, free of any security, option, pledge or other similar and equivalent restriction, and the documents relating to said tender offer and the transactions described therein have not been substantially modified or amended or canceled since they were signed; (b) the tender offer or the acquisition of the Shares of the Target by the Vivendi Group do not violate any French, European, or American anti-trust regulations (notably, the Hart-Scot-Rodino Act) and the competent control authorities do not challenge said tender offer or the acquisition of the Target by the Vivendi Group; (c) within 10 Business Days after the close of the tender offer for the Shares of the Target, the Borrower has provided the Lender with an affidavit from Lazard Freres, indicating the number of Shares of the Target held by NewCo; or (d) the Borrower has provided the Lender with the Acquisition Documents available at that time that have not already been transmitted pursuant to this Agreement and, in any event, a certified copy of the document titled "Offer to purchase," which must not contain any incorrect or inaccurate information concerning the description of (i) the Lender, (ii) the involvement of the Lender in the operation; or (iii) the conditions of the Loan that might interfere with the Lender's interests. ARTICLE 17 - EXERCISE OF RIGHTS The fact that the Lender does not exercise or delays in exercising any of the rights it holds under this Agreement or the law does not constitute, nor may it be construed as, a waiver of said rights. The rights stipulated in this Agreement are not exclusive of all other rights stipulated by law with which they may be combined. ARTICLE 18 - TAXES, DUTIES AND COSTS All duties, taxes, levies, present or future, of any kind and, generally, all costs, including attorney's fees and costs related to this Agreement or resulting therefrom or the reasonable result of this Agreement are the responsibility of the Borrower and are therefore paid by the Borrower or repaid to the Lender in the case of an advance by the Lender, and definitively paid by the Borrower. ARTICLE 19 - NOTIFICATIONS Any notification, request or communication that may or must be made pursuant to this Agreement must be made by letter sent by mail or hand delivered, by telex or fax, to the address of the party indicated hereinafter, or to any other address communicated subsequently: The Borrower: VIVENDI S.A. 42, avenue de Friedland 75008 Paris France Fax: 01 71 71 10 47 Telephone: 01 71 71 11 04 Attention: Hubert Dupon Lhotelain The Lender: Bayerische Landesbank Girozentrale 203, rue du Faubourg Saint-Honore 75008 Paris France Fax: 01 44 21 14 94 Telephone: 01 44 21 14 13 Attention: Sharon Jones Gaden Copy to Emmanuel Ballande Fax: 01 44 21 14 95 Telephone: 01 44 21 14 47 ARTICLE 20 - APPLICABLE LAW, JURISDICTION 20.1 This Agreement is governed by French law. 20.2 The Tribunal of Commerce of Paris shall have sole jurisdiction for any dispute under this agreement and all results and consequences thereof. Made in two originals in Paris March 29, 1999 /s/ Jean-Louis Gleizes /s/ Jean-Michel Pezard - ------------------------- ----------------------------- BAYERISCHE LANDESBANK BAYERISCHE LANDESBANK GIROZENTRALE GIROZENTRALE Name: Jean-Louis Gleizes Name: Jean-Michel Pezard Title: Managing Director Title: Assistant Managing Director ----------------------------- VIVENDI S.A. Name: Title: APPENDIX 1 MODEL DRAW NOTIFICATION [Borrower's letterhead] Paris, [date] Bayerische Landesbank Girozentrale 203, rue du Faubourg Saint-Honore 75008 Paris France Attention: Sharon Jones Gaden Dear Sir: LOAN AGREEMENT FOR FRF 13,200,000,000 DATED March 29, 1999 In accordance with the provisions of the Agreement cited hereinabove, notably Article 5.2, we are requesting a Draw with the following characteristics: Amount Drawn: USD/EUR Date of Draw: Initial Interest Period (1, 2 or 3 months) months In accordance with the provisions of Article 5.3 of the Agreement, the funds for the Draw must be made available by transfer no later than 11:00 a.m. (Paris time) on the Draw Date cited above to the bank account with the following references: Bank Account No.: Key: Account Holder: Bank code: Agency code: We hereby expressly reiterate the declarations and guarantees cited in Article 10 of the Agreement, and confirm to you that none of the Cases of Early Payability described in Article 11 of the Agreement exist or have occurred as of this date. We confirm to you that each of the conditions described in Article 16.2 of the Agreement has been duly met. The terms that are capitalized have the meaning assigned to them in the Loan Agreement. ----------------- THE BORROWER Name: Title: APPENDIX 2 MODEL APR NOTIFICATION LETTER [Lender's letterhead] Paris, March 24 VIVENDI S.A. 42, avenue de Friedland 75008 Paris France Attention: Dear Sir: LOAN AGREEMENT FOR FRF 13,200,000,000 DATED March 29, 1999 Pursuant to Article 7.2 of the Agreement cited above, we are indicating: (a) first example: the APR is equal to [ ]%, given the following information and assumptions: (i) the one-month Euribor is equal to [ ]% and is assumed constant for the entire term of the Agreement: (ii) the one-month Libor is equal to [ ]% and is assumed constant for the entire term of the Agreement: (iii) the Amount Drawn is equal to USD/EUR [ ]; and (a) second example: the APR is equal to [ ]%, given the following informa- tion and assumptions: (i) the one-month Euribor is equal to [ ]% and is assumed constant for the entire term of the Agreement: (ii) the one-month Libor is equal to [ ]% and is assumed constant for the entire term of the Agreement: (iii) the Amount Drawn is equal to USD/EUR [ ]; We remind you that the interest rates and the APR examples cited above are purely indications and in no way bind the parties to the Loan Agreement for the future. The terms that are capitalized have the meaning assigned to them in the Loan Agreement. We remain, Very truly yours, - --------------------- Bayerische Landesbank Girozentrale Name: Title: APPENDIX 3 MODEL NOTICE OF CHANGE IN INTEREST PERIOD [Borrower's letterhead] Paris, [date] Bayerische Landesbank Girozentrale 203, rue du Faubourg Saint-Honore 75008 Paris France Attention: Sharon Jones Gaden Dear Sir: LOAN AGREEMENT FOR FRF 13,200,000,000 DATED March 29, 1999 In accordance with the provisions of the Agreement cited above, we are informing you of our choice of the following Interest Period: Interest Period (1, 2 or 3 months) months applicable to the Interest Period beginning on [ ], 1999 for the Draw made on [ ], 1999, in the amount of [ ] and to the other following Interest Periods, unless we make a change that would be communicated to you in accordance with the definition of the "Interest Period." The terms that are capitalized have the meaning assigned to them in the Loan Agreement. - -------------------- THE BORROWER Name: Title: EX-1 3 EXHIBIT (B)(2) Exhibit (b)(2) Free translation into English for convenience only COMPAGNIE GENERALE DES EAUX - SAHIDE LOAN OF EUR 2,286,000,000 ---------------------------------------------------------------------------- BOND ISSUANCE AND UNDERWRITING AGREEMENT ---------------------------------------------------------------------------- AMONG: COMPAGNIE GENERALE DES EAUX - SAHIDE a French Societe en Commandite par Actions, a limited partnership with share capital of FRF 5,238,130,300 having its registered office located at 52, rue d'Anjou - 75008 Paris, registered in the Register of Commerce and Companies of Paris under number 572 025 526. Represented by Mister hereafter, the "Issuer" AND SOCIETE GENERALE, a French Societe Anonyme (joint stock company) with share capital of FRF 510,915,740, having its registered office located at 29, boulevard Haussmann - 75009 Paris, registered in the Register of Commerce and Companies of Paris under number 552 120 222. Represented by Mister Jean-Paul OUDET, Director of Interest Rate, Foreign Exchange, Commodities and Derivatives Markets, duly authorised for these purposes, hereafter, the "Underwriter" AND VIVENDI, a French Societe Anonyme (joint stock company) with share capital of EUR 2,581,074,080, having its registered office located at 42, avenue Friedland - - 75008 Paris, registered in the Register of Commerce and Companies under number 780 129 961. Represented by Mister Guillaume HANNEZO, duly authorised for these purposes, hereafter, the "Guarantor" PREAMBLE The Ordinary General Meetings of the general and limited partners of the Issuer shall authorize and decide on the bond issue by the Issuer in favour of the Underwriter for a total cash value of EUR 2,286,000,000, i.e. a nominal cash value, per Bond, of EUR 10,000. The issued Bonds shall be reserved for the Underwriter who hereby agrees to underwrite them according to the terms and conditions herein. The issuance of the Bonds shall occur without a public offering and the Issuer and the Underwriter hereby agree not to offer the Bonds to the public, for as long as the issue shall not have been subject to an initial public offering on a regulated stock market. The present agreement shall not take effect except under the condition precedent of the authorization and the decision to issue taken by the ordinary general meetings of the general and limited partners of the Issuer. The Underwriter hereby agrees to underwrite the totality of the bond issue insofar as the Guarantor, parent company of the Issuer, hereby agrees to secure the Bondholders under those terms and conditions provided for hereunder in Article 1, "Financial Characteristics". Furthermore, the Issuer has undertaken, at the Underwriter's request, to obtain from the rating agency S&P, an issuance rating equivalent to that of Vivendi as of the date herein. The present financing is granted subject to the appointment by the Guarantor of the Underwriter as lead-manager or joint-lead-manager and sole book runner or joint-book-runner with respect to the two refinancing transactions for a global amount of approximately EUR 5 to 6 billion, anticipated by the Guarantor (capital increase and issuance of convertible bonds in shares) within the framework of its offer to purchase shares of the company United States Filter Corporation (governed by the law of the state of Delaware, United States of America, the shares of which in shares are on the New York Stock Exchange and the registered office of which is located at 40-004 Cook Street, Palm Desert, CA 92211, USA). It has been firmly agreed to among the parties that the drawdown of the funds shall not take place until after: - - the obtaining of a valid and binding power of attorney from the Guarantor appointing the Issuer to those functions set forth hereabove, - - the obtaining by the Underwriter of a correspondence from the S&P Agency confirming the attribution, with respect to the present Issue, of a rating equivalent to that of the Guarantor as of the date herein, - - the obtaining by the Underwriter of a copy of the minutes of the Board of Directors' meeting of the Guarantor authorizing the President to secure the present Issue under those terms and conditions set forth hereunder in Article 1, "Financial Characteristics", in the paragraphs entitled "Guarantee" and "Calling of the Guarantee". It is furthermore expressly agreed to between the two parties that the funds generated from the two transactions mentioned hereabove shall be affected as a priority to the reimbursement of the present loan. 1 FINANCIAL CHARACTERISTICS Issuer: COMPAGNIE GENERALE DES EAUX - SAHIDE Underwriter: SOCIETE GENERALE Guarantor: VIVENDI, a French Societe Anonyme (joint stock company) with share capital of EUR 2,581,074,080, having its registered office located at 42, avenue Friedland - 75008 Paris, registered in the Registry of Commerce and Companies of Paris under number 780 129 961. Maturity Date: Six (6) months following the Repayment and Enjoyment Date of the issue, or the first Business Day thereafter if such a day is not a Business Day. Currency: Euro (EUR) Business Day: Any day, other than a Saturday or Sunday, where "commercial" banks are open for business in Paris and Luxembourg. Bondholder: The Underwriter or any person having otherwise acquired ownership of a Bond. Loan Amount: EUR 2,286,000,000 Nominal Unit Amount: EUR 10,000 Repayment and Enjoyment Date: As of 22 April 1999, the Loan Amount may be drawn down and made available to the Issuer according to the procedures set forth hereunder. By no later than 9h00 (Paris time), the Issuer shall address, via facsimile, to the Underwriter, a drawdown notice for the Loan Amount. The Underwriter shall make available to the Issuer, on the Repayment and Enjoyment Date, i.e. three Business Days following the drawdown notice date mentioned hereinabove, the Loan Amount by wire transfer accredited to that bank account, the references of which shall be set forth in said notice. Issue Price: 100% of the Nominal Unit Amount payable in full by the Underwriter to the Issuer on the Repayment and Enjoyment Date. Early Repayment: The Issuer may proceed with, for the entire duration of the loan, subject to prior five (5) Business Days' notice, the early Repayment of the totality of the Bonds, at par value increased by interest earned as of the repayment date. In the event where the Early Repayment Date would not be an interest payment date, the Issuer shall indemnify the Underwriter for all losses, expenses and fees of any nature (and notably the Issuer could be obliged to indemnify the Underwriter for any balance between the 1-month EURIBOR rate and the day-to-day replacement rate for the remaining period of such early reimbursed sum) borne by the latter as a result of said repayment that the Issuer shall be obliged to pay to the Underwriter, at the latter's first request, upon presentation of appropriate receipts. Interest: The Issuer shall pay to the Underwriter all interest accrued monthly. The first monthly interest period shall commence on the Repayment and Enjoyment Date and shall end thirty days thereafter. The applicable interest rate shall be the 1-month EURIBOR rate, as published two Business Days prior to the beginning of the monthly interest period, increased by a margin of 0.08%, provided that, if such fixing of the date of interest rate were to fall on the 23rd day of any month, it would be rescheduled for the previous Business Day. The Issuer may, with three (3) Business Days' notice prior to the respective interest period, replace the 1-month EURIBOR rate by the EONIA rate, and such only once during the term of the loan, and for a maximum period of one (1) month. In such a case, the Issuer shall pay to the Underwriter interest equal to the average of the EONIA rates for the drawdown period increased by a margin of 0.08%. Repayment Price: On the Maturity Date, the Issuer shall repay the Loan Amount to the Underwriter. Guarantee: The loan servicing in Interest and amortization is unconditionally guaranteed for the entire term of the loan by the Guarantor, joint and severally with the Issuer. Calling of the Guarantee: In the event where the totality of the funds required for the servicing of the loan were not paid to the Underwriter on the dates fixed for payment of Interest and the Maturity Date of the Bonds, the Guarantor shall be immediately called to pay to the Underwriter, three (3) Business Days following such dates, that amount required for such loan servicing, it being understood that the Guarantor shall never be obligated to carry out, for any maturity date whatsoever, payment of an amount greater than the total maturity amount due by the Issuer, any partial repayment by the Issuer being furthermore considered as a decrease in the amount due by the Guarantor. 2 EVENT OF DEFAULT Repayment of the Loan Amount shall become immediately due in the event where the participation of the Guarantor, in the capital of the Issuer, would be less than 99%. If, on the Repayment and Enjoyment Date, the condition provided for in the preceding paragraph were not fulfilled, then the Underwriter would be freed from any and all payment obligations in favour of the Issuer. 3 FINANCIAL SERVICING Financial servicing of the loan shall be ensured by Societe Generale Bank & Trust - Luxembourg. 4 CALCULATION AGENT: Societe Generale Bank & Trust - Luxembourg 5 FORM OF SECURITIES The Bonds pursuant to the present loan shall be issued under French law. They shall take the form of bearer bonds and shall be recorded into an account with SICOVAM as main depository. 6 LISTING Luxembourg Stock Market. 7 BONDHOLDERS Bondholders shall be grouped into one body enjoying civil personality in accordance with article 293 of the law dated July 24, 1966 with respect to commercial companies. The meetings shall take place at the Issuer's registered office or at any other location fixed in the notices or letters of convening. 8 RANKING OF CLAIM The Bonds and interest thereon shall constitute direct, general, unconditional and unsubordinated undertakings by the Issuer, having the same ranking among them and the same ranking of all other debts and guarantees, present or future, of the Issuer. 9 MAINTENANCE OF THE RANKING OF THE LOAN The Issuer hereby agrees, until effective repayment of the totality of its obligations hereunder, not to grant any mortgage on its real estate property or rights that it could possess or come to possess, nor constitute any pledge on its business in favour of any other obligations without granting the same guarantees and the same ranking as with the present obligations. Such undertaking is exclusively with respect to the issuing of Bonds and shall not affect the freedom of the Issuer to dispose of its estate and property or to grant any guaranty on such property under any other circumstances. 10 TAX REGIME The payment of interest and the repayment of securities shall be carried out with the deduction of withholding tax only or those taxes that the law mandatorily charges or could charge the holders with. 11 APPLICABLE LAW - JURISDICTION The present agreement is governed by the laws of France. All related disputes, notably with respect to its validity, interpretation or performance shall be subject to the competence of the jurisdiction of the Court of Appeals of Paris. Executed in Paris on 2 April 1999 in three (3) original counterparts The Issuer The Underwriter COMPAGNIE GENERALE DES EAUX - SAHIDE SOCIETE GENERALE Jean-Paul OUDET The Guarantor VIVENDI Guillaume HANNEZO -----END PRIVACY-ENHANCED MESSAGE-----