0001156973-03-001363 Sample Contracts

Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement • September 19th, 2003 • Vivendi Universal • Water supply • New York

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:

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