WITNESSETHEmployment Agreement • March 26th, 1999 • Vivendi • Delaware
1 2 ARTICLE 1 THE OPTIONOption Agreement • September 11th, 2000 • Vivendi • Ontario
By and AmongAgreement and Plan of Merger • May 30th, 2001 • Vivendi • Telephone communications (no radiotelephone) • Delaware
March 22, 1999Letter Agreement • March 26th, 1999 • Vivendi
1 Exhibit 3.2 MULTI-ACCESS PORTAL JOINT VENTURE AGREEMENT BETWEEN VODAFONE AIRTOUCH PLC, VODAFONE EUROPEAN PORTAL LTD., VIVENDI S.A., CANAL PLUS S.A. AND VIVENDI NET S.A. This agreement is entered into on 16 May 2000 by and between: (1) Vodafone...Agreement • September 11th, 2000 • Vivendi • Telephone communications (no radiotelephone) • England and Wales
EXECUTION COPY STOCKHOLDER AGREEMENT dated as of May 20, 2001 (this "Agreement"), among VIVENDI UNIVERSAL, a societe anonyme organized under the laws of France ("Parent"), and the individuals and other parties listed on Schedule A hereto (each, a...Stockholder Agreement • May 30th, 2001 • Vivendi • Telephone communications (no radiotelephone) • Delaware
MERGER AGREEMENT DATED AS OF JUNE 19, 2000 2 TABLE OF CONTENTSMerger Agreement • September 11th, 2000 • Vivendi • Telephone communications (no radiotelephone) • Ontario
RECITALSStock Option Agreement • June 18th, 1999 • Vivendi • Delaware
RECITALSStock Option Agreement • March 26th, 1999 • Vivendi • Delaware
Free translation into English for convenience only COMPAGNIE GENERALE DES EAUX - SAHIDE LOAN OF EUR 2,286,000,000 ---------------------------------------------------------------------------- BOND ISSUANCE AND UNDERWRITING AGREEMENT...Vivendi • April 15th, 1999
Exhibit 99.(c)(5) EMPLOYMENT AGREEMENT AGREEMENT, dated as of June 11, 1999, by and among Superior Services, Inc. (the "Company"), Vivendi (the "Parent") and George K. Farr (the "Employee"). WHEREAS, the Company has entered into an Agreement and Plan...Employment Agreement • June 18th, 1999 • Vivendi • Wisconsin
EXHIBIT (c)(4) AMENDMENT, dated as of July 15, 1999 (this "Amendment"), to the AGREEMENT AND PLAN OF MERGER (the "Merger Agreement"), dated as of July 9, 1999, among Vivendi, a societe anonyme organized and existing under the laws of the Republic of...Agreement and Plan of Merger • August 9th, 1999 • Vivendi
ANDDeposit Agreement • December 11th, 2000 • Vivendi • Telephone communications (no radiotelephone) • New York
1 EXHIBIT (c)(2) FORM OF SUPPORT AGREEMENT SUPPORT AGREEMENT (this "Agreement"), dated as of March 22, 1999, by and between VIVENDI, a societe anonyme organized under the laws of France ("Parent"), and [Apollo Investment Fund, L.P.] [Lion Advisors,...Support Agreement • March 26th, 1999 • Vivendi • Delaware
Exhibit 99.(c)(4) EMPLOYMENT AGREEMENT AGREEMENT, dated as of June 11, 1999, by and among Superior Services, Inc. (the "Company"), Vivendi (the "Parent") and G. William Dietrich (the "Employee"). WHEREAS, the Company has entered into an Agreement and...Employment Agreement • June 18th, 1999 • Vivendi • Wisconsin
THIS SUBSCRIPTION AGREEMENT is made on 8 October 2001 EXHIBIT 5 BETWEEN: (1) FRIEDLAND FINANCE (NUMBER ONE) LIMITED, a private limited company incorporated under the laws of England and Wales with its registered office at 15 Appold Street, London,...Subscription Agreement • October 25th, 2001 • Vivendi • Telephone communications (no radiotelephone) • England
EXHIBIT 10.1 CONFORMED COPY RECAPITALIZATION AGREEMENTRecapitalization Agreement • August 9th, 1999 • Vivendi • New York
June 19, 2000 TO: VIVENDI S.A. Dear Sirs: RE: PLAN OF ARRANGEMENT INVOLVING SEAGRAM In consideration of Vivendi S.A. ("Vivendi") entering into a merger agreement dated the date hereof with, and agreeing to participate in the plan of arrangement...Shareholder Voting Agreement • September 11th, 2000 • Vivendi • Telephone communications (no radiotelephone) • Ontario
1) from and including the Trade Date up to and including the Exchangeable Note Exercise Date, the Exchangeable Notes, and (2) from but excluding the Exchangeable Note Exercise Date to and including the Termination Date, the Exchangeable Shares.Vivendi • October 25th, 2001 • Telephone communications (no radiotelephone)
ARTICLE IShareholder Tender Agreement • June 18th, 1999 • Vivendi • Delaware
1 Exhibit 3.10 CUSTODY AGREEMENT MEMORANDUM OF AGREEMENT made this 8th day of December, 2000. AMONG: VIVENDI UNIVERSAL S.A., a corporation existing under the laws of France (hereinafter referred to as "Vivendi"), - and - VIVENDI UNIVERSAL EXCHANGECO...Custody Agreement • December 11th, 2000 • Vivendi • Telephone communications (no radiotelephone) • Ontario
EXHIBIT (c)(1) AGREEMENT AND PLAN OF MERGER, Dated as of July 9, 1999,Agreement and Plan • August 9th, 1999 • Vivendi • New York
Among VIVENDI S.A., SOFIEE S.A. ANDShareholder Governance Agreement • September 11th, 2000 • Vivendi • Telephone communications (no radiotelephone) • New York
VIVENDI 42 Ave de Friedland Paris 08 France June 29, 1998Vivendi • June 30th, 1998
It is Vivendi's understanding that Philadelphia Suburban Corporation ("PSC") and Consumers Water Company ("Consumers") are entering into an Agreement and Plan of Merger, dated as of June 27, 1998 (the "Merger Agreement") which Merger Agreement generally provides for the merger (the "Merger") of Consumers into Consumers Acquisition Company, a Pennsylvania corporation and wholly owned subsidiary of PSC, and the conversion of the issued and outstanding common shares of Consumers into common shares of PSC, as described in the draft press release attached hereto ("Press Release").
EXHIBIT 99.4 CONFORMED COPY RECAPITALIZATION AGREEMENTRecapitalization Agreement • September 26th, 1997 • Compagnie Generale Des Eaux • New York
March 15, 1999Vivendi • March 26th, 1999 • New York
December 8, 2000 Ms. Nancy Fitzsimmons The Bank of New York 101 Barclay Street New York, NY 10286 RE: Vivendi Universal (the "Company") Dear Ms. Fitzsimmons: Reference is made to the Deposit Agreement, dated as of April 19, 1995, as amended and...Vivendi • December 11th, 2000 • Telephone communications (no radiotelephone)
1 Exhibit 3.12 SUPPORT AGREEMENT MEMORANDUM OF AGREEMENT made this 8th day of December, 2000. AMONG: VIVENDI UNIVERSAL S.A., a corporation existing under the laws of France (hereinafter referred to as "Vivendi"),Support Agreement • December 11th, 2000 • Vivendi • Telephone communications (no radiotelephone) • Ontario
1 Exhibit 3.11 EXCHANGE TRUST AGREEMENT MEMORANDUM OF AGREEMENT made this 8th day of December, 2000. AMONG: VIVENDI UNIVERSAL S.A., a corporation existing under the laws of France (hereinafter referred to as "Vivendi"),Exchange Trust Agreement • December 11th, 2000 • Vivendi • Telephone communications (no radiotelephone) • Ontario
BAYERISCHE LANDESBANK GIROZENTRALE PARIS BRANCH Lender VIVENDI S.A. Borrower CREDIT AGREEMENT FRESHFIELDS TABLE OF CONTENTSCredit Agreement • April 15th, 1999 • Vivendi
