<PAGE>
                                                                     Exhibit 4.7

                                    AGREEMENT

                              DATED 13TH MAY, 2003

                                 E2,500,000,000

                DUAL CURRENCY TERM AND REVOLVING CREDIT FACILITY

                                       FOR

                             VIVENDI UNIVERSAL S.A.

                                   ARRANGED BY

                                   BNP PARIBAS
                             CDC FINANCE - CDC IXIS
                           CITIBANK INTERNATIONAL PLC
                            CREDIT AGRICOLE INDOSUEZ
                                 CREDIT LYONNAIS
                           GOLDMAN SACHS INTERNATIONAL
                           NATEXIS BANQUES POPULAIRES
                         THE ROYAL BANK OF SCOTLAND PLC
                              SG INVESTMENT BANKING

                                SOCIETE GENERALE
                      as Facility Agent and Security Agent

  THIS FACILITY AGREEMENT IS TO BE ENTERED INTO WITH THE BENEFIT OF AND SUBJECT
                 TO THE TERMS OF THE SECURITY SHARING AGREEMENT


                                 ALLEN & OVERY
                                     Paris
<PAGE>
                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                                               PAGE

<S>                                                                                               <C>
1.    Interpretation..............................................................................     1
2.    Facility....................................................................................    36
3.    Purpose.....................................................................................    37
4.    Conditions Precedent........................................................................    38
5.    Drawdown....................................................................................    39
6.    Repayment...................................................................................    40
7.    Prepayment and Cancellation.................................................................    41
8.    Interest Periods............................................................................    49
9.    Interest....................................................................................    50
10.   Currency of Loans...........................................................................    52
11.   Payments....................................................................................    54
12.   Taxes.......................................................................................    55
13.   Market Disruption...........................................................................    58
14.   Increased Costs.............................................................................    59
15.   Illegality..................................................................................    60
16.   Guarantee...................................................................................    61
17.   Release of Security and Additional Guarantors...............................................    64
18.   Representations and Warranties..............................................................    67
19.   Undertakings................................................................................    76
20.   Financial Covenants.........................................................................   107
21.   Default.....................................................................................   112
22.   The Agents and the Mandated Lead Arrangers..................................................   117
23.   Fees........................................................................................   124
24.   Expenses....................................................................................   125
25.   Stamp Duties................................................................................   125
26.   Indemnities.................................................................................   125
27.   Evidence and Calculations...................................................................   127
28.   Amendments and Waivers......................................................................   127
29.   Changes to the Parties......................................................................   129
30.   Disclosure of Information...................................................................   132
31.   Set-Off.....................................................................................   133
32.   Pro Rata Sharing............................................................................   133
33.   Severability................................................................................   134
34.   Counterparts................................................................................   134
35.   Notices.....................................................................................   135
36.   Language....................................................................................   138
37.   Jurisdiction................................................................................   138
38.   Waiver of Immunity..........................................................................   139
39.   Waiver of Jury Trial........................................................................   140
40.   Governing Law...............................................................................   140
</TABLE>
<PAGE>
THIS AGREEMENT is dated 13th May, 2003 and made BETWEEN:

(1)      VIVENDI UNIVERSAL S.A. (the COMPANY);

(2)      THE COMPANY AND ITS SUBSIDIARIES listed in Part 1 of Schedule 1
         (Original Parties) as guarantors (in this capacity, each an ORIGINAL
         GUARANTOR and together the ORIGINAL GUARANTORS);

(3)      BNP PARIBAS, CDC FINANCE - CDC IXIS, CITIBANK INTERNATIONAL PLC, CREDIT
         AGRICOLE INDOSUEZ, CREDIT LYONNAIS, GOLDMAN SACHS INTERNATIONAL,
         NATEXIS BANQUES POPULAIRES, THE ROYAL BANK OF SCOTLAND PLC and SG
         INVESTMENT BANKING as Mandated Lead Arrangers (in this capacity, each a
         MANDATED LEAD ARRANGER and together the MANDATED LEAD ARRANGERS);

(4)      THE FINANCIAL INSTITUTIONS listed in Part 2 of Schedule 1 (Original
         Parties) as original lenders (the ORIGINAL LENDERS);

(5)      SOCIETE GENERALE as facility agent (in this capacity the FACILITY
         AGENT); and

(6)      SOCIETE GENERALE as security agent and trustee for the Lenders (in this
         capacity, the SECURITY AGENT).

IT IS AGREED as follows:

1.       INTERPRETATION

1.1      DEFINITIONS

         In this Agreement:

         ACQUIRED SHARES means the shares of Cegetel (being 26 per cent. of the
         total share capital of Cegetel) acquired directly or indirectly by SIT
         from BT on 22nd January, 2003.

         ADDITIONAL GUARANTOR means a member of the Group which becomes a
         Guarantor in accordance with Clause 17.3 (Additional Guarantors)).

         AFFECTED FACILITIES means the credit facilities in relation to which
         any Waiver or Amendment is required and which is identified in Schedule
         13 (Affected Facilities).

         AFFILIATE means a Subsidiary or a Holding Company of a person or any
         other Subsidiary of that Holding Company.

         AGENT means:

         (a)      the Facility Agent; and/or

         (b)      the Security Agent,

         in each case, as the context requires.

         APPLICABLE MARGIN means the percentage rate per annum determined to be
         the Applicable Margin in accordance with Clause 9.3 (Margin
         adjustment).


                                       1
<PAGE>
         ASSETS means each asset of the Group from time to time (a) excluding
         those assets referred to in the Back-up Original Liquidity Analysis in
         the section headed "Assets Disposal" (and including, on or after the
         Maroc Telecom Date, shares representing 51 per cent. of the total share
         capital of Maroc Telecom held (directly or indirectly) by the Company
         (unless the Maroc Telecom Acquired Shares have been financed by a Maroc
         Telecom Excluded Financing)) but (b) including, for the avoidance of
         doubt, the assets referred to in the definition of Canal + Disposal and
         the Games Disposal.

         ASSETS DISPOSAL means a disposal of any Asset (other than a Relevant
         Intra Group Disposal).

         AUDITORS means RSM Salustro Reydel, Barbier Frinault & Cie (Reseau
         Ernst & Young) or any other firm of independent public accountants of
         international standing which may be appointed as its auditors from time
         to time by the Company.

         AVAILABILITY PERIOD means the Tranche A Availability Period or the
         Tranche B Availability Period, as the context requires.

         BACK-UP FACILITY AGREEMENT means the E1,000,000,000 revolving credit
         facility agreement dated 26th November, 2002 in favour of VCNA and
         VUHIC.

         BACK-UP ORIGINAL LIQUIDITY ANALYSIS means the liquidity analysis of the
         Group dated 24th November, 2002 delivered by the Company pursuant to
         the Back-up Facility Agreement as set out in Part 1 of Schedule 9.

         BREAK COSTS means the amount (if any) which a Lender is entitled to
         receive under this Agreement as compensation if any part of a Loan or
         other due amount is prepaid.

         BT means British Telecommunications plc.

         BUSINESS DAY means a day (other than a Saturday or Sunday) on which
         banks are open for general business in Paris and London and:

         (a)      if on that day a payment in, or purchase of, U.S. Dollars is
                  to be made, New York; and

         (b)      if on that day a payment in, or purchase of, Euro is to be
                  made, a TARGET Day.

         BUSINESS PLAN means a business plan of the Company approved by its
         board of directors.

         CANADA RECEIVABLE means the receivable in a principal amount of
         Canadian $52,000,000 owed by Universal Studios, Inc. to Universal City
         Studios LLLP.

         CANAL + means Canal + S.A.

         CANAL + DISPOSAL means a disposal of all or any shares in, assets or
         business of Groupe Canal + and its Subsidiaries before or following any
         restructuring or reorganisation on a solvent basis (including, without
         limitation, a restructuring by way of primary or secondary public
         offering of any share capital or equity instruments).

         CANAL + DISPOSAL PROCEEDS AMOUNT means, in relation to any Canal +
         Disposal, proceeds in an aggregate amount not to exceed E2,000,000,000
         (or equivalent in other currencies).

         CASH MANAGEMENT AND IGL ARRANGEMENTS means the cash management and
         intra group loan arrangements of the Group at the date of this
         Agreement as described in Schedule 16, as amended from time to time
         pursuant to Clause 19.19(h).


                                       2
<PAGE>
         CASH POOLING ACCOUNT means each bank account of:

         (a)      the Company;

         (b)      each Cash Pooling Hub;

         (c)      each other member of the Group with which the Company has a
                  direct lending relationship, but excluding:

                  (i)      VUE Borrower Co.; and

                  (ii)     prior to the VUE Date, any member of the VUE Group;
                           and

         (d)      each other bank account which is designated as such in writing
                  by the Company and the Facility Agent,

         but excluding those bank accounts listed in Schedule 12.

         CASH POOLING HUB means each of:

         (a)      the Company;

         (b)      VUP;

         (c)      Groupe Canal +;

         (d)      UMGT;

         (e)      VUHIC;

         (f)      VTI;

         (g)      VU Canada;

         (h)      on or after the Cegetel Cash Pooling Date, Cegetel;

         (i)      on or after the Maroc Telecom Cash Pooling Date, Maroc
                  Telecom; and

         (j)      any other member of the Group designated as such in writing by
                  the Company and the Facility Agent.

         CASH POOLING HUB SECURITY means the account pledge agreement or account
         charge agreement in the agreed form over:

         (a) each bank account of Vivendi Universal U.S. Holding Co.; and

         (b) each Cash Pooling Account,

         but excluding:

                  (i)      the Cash Pooling Accounts of UMGT, VU Canada and VUP;
                           and

                  (ii)     the Cash Pooling Accounts referred to in paragraph
                           (c) of the definition thereof.


                                       3
<PAGE>
         CDC IXIS FACILITY AGREEMENT means the E300,000,000 bilateral facility
         agreement dated 15th January, 2003 between the Company and CDC Finance
         - CDC IXIS.

         CEGETEL means Cegetel Groupe S.A.

         CEGETEL CASH POOLING DATE means the date on which all of the following
         events occur:

         (i)      there are no contractual restrictions or provisions
                  (including, without limitation, pre-emption rights) between
                  shareholders of Cegetel, Transtel or any other member of the
                  Cegetel Group or under the Non Recourse Financing in force at
                  the date of this Agreement which restrict, or which would be
                  triggered upon, the granting of a guarantee and Cash Pooling
                  Hub Security pursuant to this Agreement;

         (ii)     Cegetel has become a Guarantor under this Agreement and has
                  granted Cash Pooling Hub Security; and

         (iii)    Cegetel enters into the Cash Management and IGL Arrangements
                  for the purpose of borrowing money from the Company or any
                  Cash Pooling Hub.

         CEGETEL DISPOSAL means the disposal of all or any of the shares in, or
         assets or business of any member of the Cegetel Group.

         CEGETEL GROUP means Cegetel and each of its Subsidiaries (including,
         for the avoidance of doubt, SFR).

         CEGETEL INDEMNITY means the indemnity by the Company in favour of SIT
         in an amount of E1,300,000,000 in the event that the Company does not
         comply with its obligations given to SIT in relation to the drag along
         and/or tag along arrangements with respect to the Existing Cegetel
         Shares.

         CEGETEL SHAREHOLDERS AGREEMENT means the shareholders' agreement among
         the Company, Compagnie Transatlantique de Radiotelephonie Cellulaire,
         British Telecommunications plc, Mannesmann AG, SBC International, Inc.,
         SBC International - Societe de Radiotelephonie Cellulaire Inc. and
         Cegetel dated as of 14th May, 1997 as amended from time to time.

         CENTENARY HOLDING means Centenary Holding N.V.

         CENTENARY HOLDING SHARE PLEDGE means a share pledge in the agreed form
         over 92.3 per cent. of the shares in Centenary Holding in favour of the
         Security Agent for and on behalf of, inter alia, the Finance Parties.

         CENTENARY HOLDING UK SHARE PLEDGE means a share pledge in the agreed
         form over approximately (but in any event not more than) 66 per cent.
         of the shares in Centenary Holding Limited (UK) in favour of the
         Security Agent for and on behalf of, inter alios, the Finance Parties.

         CIC means Cinema International Corporation N.V.

         CHANGE OF CONTROL means the occurrence of any event whereby:

         (a)      any person or group of persons acting in concert acquires more
                  than 50 per cent. of the share capital or voting stock of the
                  Company or control of the Company, including, without
                  limitation, on or following an amalgamation, demerger, merger
                  or reconstruction involving the Company to the extent
                  permitted by Clause 19.18 (Mergers and acquisitions) and for
                  these purposes CONTROL and ACTING IN CONCERT have


                                       4
<PAGE>
                  the meanings given them in Articles L.233-3 and L.233-10,
                  respectively, of the French Commercial Code; or

         (b)      the Company ceases to own, whether directly or indirectly, 100
                  per cent. of the share capital and voting rights of any
                  Obligor or the Company ceases to have effective control of any
                  Obligor (except, in each case, Vivendi Universal Games, Inc.
                  or Canal + which is disposed of in accordance with the
                  provisions of this Agreement or Centenary Delta BV pursuant to
                  the Music Group Reorganisation); or

         (c)      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; or

         (d)      there is a direct or indirect sale, transfer, conveyance or
                  other disposition (other than by way of merger or
                  consolidation permitted by and made in accordance with the
                  provisions of this Agreement) in one or a series of related
                  transactions, of all or substantially all of the properties or
                  assets or business of the Company and its Subsidiaries taken
                  as a whole; or

         (e)      the adoption of a plan relating to the liquidation or
                  dissolution of the Company.

         CODE means the United States Internal Revenue Code of 1986, as amended
         from time to time, and the regulations promulgated and rulings issued
         thereunder.

         COMMITMENT means a Tranche A Commitment or a Tranche B Commitment, as
         the context requires.

         COMMITMENT LETTER means the commitment letter dated 25th March, 2003
         between the Company and the Mandated Lead Arrangers.

         CONCENTRATION ACCOUNTS means the Euro-denominated account (number
         30003-03175-00020262579/77) and the U.S. dollar-denominated account
         (number 30003-03175-03020103534/54) of the Company held with, or to be
         opened with, Societe Generale Agence Paris-Etoile-Entreprises, 33
         avenue de Wagram, BP 963, 75017 Paris, France, the sterling-denominated
         account (number 30588-60001-81504592601/30) held with Barclays, 45
         boulevard Haussmann, 75008 Paris and the Canadian Dollar-denominated
         account (number 30007-99999-043747000CA/04), the Danish
         Krone-denominated account (number 30007-99999-043747000DK/04), the
         Yen-denominated account (number 30007-99999-043747000JP/04), the
         Norwegian Krone-denominated account (number
         30007-99999-043747000NO/04), the New Zealand Dollar-denominated account
         (number 30007-99999-043747000NZ/04), the Swedish Krona-denominated
         account (number 30007-99999-043747000SE/04), the Singaporean
         Dollar-denominated account (number 30007-99999-043747000SG/04), the
         Hong-Kong Dollar-denominated account (number
         30007-99999-043747000HK/04), the Swiss Franc-denominated account
         (number 30007-99999-043747000FS/04), the Australian Dollar-denominated
         account (number 30007-99999-043747000AU/04), the Mexican
         Peso-denominated account (number 30007-99999-043747000MX/04), the Czech
         Koruna-denominated account (number 30007-99999-043747000CZ/04) (each,
         held with Natexis Banques Populaires, Gestion des flux Entreprises,
         10/12, avenue Winston Churchill, Boite Postale 4, 94677
         Charenton-le-Pont Cedex).

         CONCENTRATION ACCOUNTS SECURITY means an account pledge ("nantissement
         de compte") in the agreed form over the Concentration Accounts.

         CONTINGENT FINANCIAL LIABILITIES means contingent Financial
         Indebtedness and includes, without limitation, any financial
         liabilities under or pursuant to the exercise of any put option.


                                       5
<PAGE>
         CONTINUING DIRECTORS means, as of any date of determination, any member
         of the board of directors of the Company who:

         (a)      was a member of such board of directors on the date of this
                  Agreement; or

         (b)      was nominated by election or elected to such board of
                  directors with the approval of a majority of the Continuing
                  Directors who are members of such board of directors at the
                  time of such nomination or election.

         DEBT ISSUE means any syndicated loan, issue of bonds or notes
         (including convertible bonds or other equity-linked debt instruments
         but excluding instruments that are redeemable only in shares and which
         do not in any circumstances give rise to redemptions or repayments
         (whether in whole or in part) in cash), debt securities (including
         issued pursuant to a securitisation programme) or other debt instrument
         of any kind made or entered into by any member of the Group, whether
         publicly listed or privately placed but excluding:

         (a)      any Existing Facilities Refinancing;

         (b)      any Product Financing;

         (c)      any Project Finance Indebtedness;

         (d)      any such debt instruments the proceeds of which constitute any
                  of the VUE Retention, VUE Excluded Debt Issue Proceeds and VUE
                  Incremental Indebtedness and the VUE Bridge Refinancing;

         (e)      any Excluded Cegetel Debt Issue Proceeds;

         (f)      commercial paper issued by members of the Group other than
                  members of the Cegetel Group in an aggregate principal amount
                  of up to E50,000,000 (or equivalent in other currencies)
                  (excluding for avoidance of doubt any Intra Group Loan or any
                  VUE Loan);

         (g)      any Local Borrowings;

         (h)      any Intra Group Loan including, without limitation, a VUE
                  Loan;

         (i)      any Excluded Maroc Telecom Debt Issue Proceeds;

         (j)      any Excluded Financial Indebtedness; and

         (k)      the VU/SIT Loan.

         DEFAULT means an Event of Default or an event which, with the giving of
         notice, expiry of any applicable grace period, determination of
         materiality or fulfilment of any other applicable condition (or any
         combination of the foregoing), would constitute an Event of Default.

         DESCRIPTION OF NOTES means the terms and conditions of the High Yield
         Notes as set out in the Offering Circular.

         DISPOSAL means any Assets Disposal, a Cegetel Disposal, a Maroc Telecom
         Disposal, a SIT Disposal or a VE Shares Disposal.

         DISPOSAL CONFIRMATION means the confirmation by the Chairman of the
         Company that E7,000,000,000 of the Group's assets will be disposed of
         in 2003 or any later confirmation in


                                       6
<PAGE>
         respect of the disposal of the Group's assets in addition thereto given
         or confirmed by the board of directors of the Company.

         DRAWDOWN DATE means the date of the advance of a Loan.

         ENVIRONMENT means all, or any of, the following media: the air
         (including the air within buildings and the air within other natural or
         man-made structures above or below ground), water (including, without
         limitation, ground and surface water) and land (including, without
         limitation, surface and sub-surface soil).

         ENVIRONMENTAL LAW means any law or regulation relating to the
         Environment or to emissions, discharges or releases of regulated
         substances or wastes into the Environment or otherwise relating to the
         handling of regulated substances or wastes or the clean-up or
         remediation thereof or any permit, licence, authorisation, consent or
         other approval required by such law and regulation.

         EQUITY ISSUE means any issue of rights, shares or equity instruments of
         any kind (including for the avoidance of doubt debt instruments that
         are redeemable only in shares and which do not in any circumstances
         give rise to redemptions or repayments (whether in whole or in part) in
         cash), made or entered into by any member of the Group (but in relation
         to any member of the Cegetel Group, Transtel or SIT prior to the SIT
         Repayment Date in relation to secondary Equity Issues only) but
         excluding:

         (a)      (without double counting) any such issue, the proceeds of
                  which constitute VUE Excluded Equity Issue Proceeds or the
                  amount of the VUE Retention;

         (b)      (without double counting), any such issue, the proceeds of
                  which constitute the Canal + Disposal Proceeds Amount;

         (c)      (without double counting), any such issue, the proceeds of
                  which constitute the Games Disposal Proceeds Amount;

         (d)      any such issue made or entered into pursuant to a Relevant
                  Intra Group Disposal or entered into pursuant to an employee
                  share purchase plan;

         (e)      any such issue made or entered into by any member of the Maroc
                  Telecom Group, prior to the Maroc Telecom Date; and

         (f)      any such issue which forms part of the VU/SIT Loan.

         ERISA means the United States Employee Retirement Income Security Act
         of 1974, as amended from time to time, and the regulations promulgated
         and rulings issued thereunder.

         ERISA AFFILIATE means any Person that for purposes of Title IV of ERISA
         is a member of the controlled group of any Obligor, or under common
         control with any Obligor, within the meaning of Section 414 (b) or (c)
         of the Code or, for purposes of Section 412 of the Code, Section 414
         (m) or (o) of the Code.

         ERISA EVENT means any event specified in Schedule 18.

         ESCROW AGREEMENT means the Escrow Agreement dated 8th April, 2003
         entered into between the Company and the Bank of New York in its
         capacity as Escrow Agent and as trustee for the High Yield Notes.


                                       7
<PAGE>
         ESCROW RELEASE CERTIFICATE means the certificate to be delivered by the
         Company to the Escrow Agent pursuant to the terms of the Escrow
         Agreement.

         EURIBOR means for an interest period:

         (a)      the rate per annum which appears on Page EURIBOR 01; or

         (b)      if no such rate is available for the relevant period, the rate
                  (expressed as a percentage) determined by the Facility Agent
                  to be the arithmetic mean of the rates per annum (rounded
                  upwards to four decimal place) as supplied to the Facility
                  Agent at its request quoted by the Reference Banks to leading
                  banks in the European interbank market,

         at or about 11.00 a.m. on the applicable Rate Fixing Day for the
         offering of deposits in Euro for a period comparable to the Interest
         Period of the relevant Loan and in this definition PAGE EURIBOR 01
         means the display designated as Page EURIBOR 01 on the Reuters Screen
         (or such other pages as may replace Page EURIBOR 01 on that service or
         such other service as may be nominated by the Banking Federation of the
         European Union (including the Reuters Monitor Money Rates Service) as
         the information vendor for the purposes of displaying Banking
         Federation of the European Union Interest Settlement Rates for deposits
         in Euro).

         EURO or E means the single currency of the Participating Member States.

         EVENT OF DEFAULT means an event specified as such in Clause 21
         (Default).

         EXCHANGE AND REGISTRATION RIGHTS AGREEMENT means the Exchange and
         Registration Rights Agreement dated 8th April, 2003 in relation to the
         High Yield Notes.

         EXCLUDED CEGETEL DEBT ISSUE PROCEEDS means any Financial Indebtedness
         permitted to be incurred under this Agreement by any member of the
         Cegetel Group pursuant to Clause 19.15(m).

         EXCLUDED FINANCIAL INDEBTEDNESS means the items summarised in Part 2 of
         Schedule 19.

         EXCLUDED MAROC TELECOM DEBT ISSUE PROCEEDS means:

         (a)      any Financial Indebtedness incurred by any member of the Maroc
                  Telecom Group prior to the Maroc Telecom Date; and

         (b)      on or after the Maroc Telecom Date, any Financial Indebtedness
                  referred to in paragraph (a) above plus any additional
                  Financial Indebtedness incurred by any member of the Maroc
                  Telecom Group up to an aggregate maximum amount outstanding at
                  any time of E100,000,000 (or equivalent in other currencies).

         EXCLUDED MUSIC GROUP ENTITY means each of:

         (a)      Centenary Delta BV and all non-U.S. subsidiaries thereof; and

         (b)      UPIH 2 BV,

         if such entity will become a Foreign Subsidiary or will be held
         (directly or indirectly) by Universal Studios Holding I Corp, as a
         result of the Music Group Reorganisation.

         EXISTING BANK DEBT means Financial Indebtedness outstanding under the
         Multicurrency Revolving Credit Facility.


                                       8
<PAGE>
         EXISTING BANK DEBT GUARANTEE means the guarantee dated on or about the
         date of this Agreement in the agreed form made between the Existing
         Lenders, the Guarantors (as defined therein), the Company and each
         Agent as may be amended from time to time.

         EXISTING CEGETEL CONTINGENT FINANCIAL LIABILITIES means the Contingent
         Financial Indebtedness of the Cegetel Group as identified in Part 1 of
         Schedule 10.

         EXISTING CEGETEL FINANCIAL INDEBTEDNESS means Financial Indebtedness of
         the Cegetel Group as identified in Part 2 of Schedule 10.

         EXISTING CEGETEL SECURITY means the Security Interests over the assets
         of or shares in the Cegetel Group as identified in Part 3 of Schedule
         10.

         EXISTING CEGETEL SHARES means the share capital owned, directly or
         indirectly, by members of the Group (other than SIT) in Cegetel, at the
         date of this Agreement representing not less than 43 per cent. of all
         of Cegetel's share capital.

         EXISTING CONTINGENT FINANCIAL LIABILITIES means the material Contingent
         Financial Liabilities of any member of the Group (other than any member
         of the Cegetel Group and the Maroc Telecom Group) existing at the date
         hereof as identified in Schedule 17 (Existing Contingent Financial
         Liabilities).

         EXISTING FACILITIES means the facilities identified in Schedule 12
         (Existing Facilities).

         EXISTING FACILITIES REFINANCING means any initial or successive
         refinancing, extension, renewal, replacement or restructuring (but not
         an increase) of any Existing Facilities by such member of the Group.

         EXISTING LENDERS means lenders under the Existing Bank Debt.

         FACILITY means the credit facilities under this Agreement.

         FACILITY DISCHARGE DATE means the date on which the Facility Agent
         (acting on the instructions of all the Lenders) notifies the Obligors'
         Agent in writing that all amounts outstanding under or in connection
         with the Facility have been irrevocably and unconditionally paid or
         discharged in full and the Total Commitments have been cancelled in
         full.

         FACILITY OFFICE means the office(s) notified by a Lender to the
         Facility Agent:

         (a)      on or before the date it becomes a Lender; or

         (b)      by not less than five Business Days' prior notice,

         as the office(s) through which it will perform all or any of its
         obligations under this Agreement.

         FEE LETTER means:

         (a)      the letter dated 17th March, 2003 between the Mandated Lead
                  Arrangers and the Company (the ARRANGEMENT FEE LETTER); and

         (b)      the letter dated the date of this Agreement between the Agents
                  and the Company (the AGENCY FEE LETTER),


                                       9




<PAGE>

      setting out the amount of various fees referred to in Clause 23 (Fees).

      FINAL MATURITY DATE means the date falling on the third anniversary of the
      date of this Agreement (or if that day is not a Business Day, the
      immediately preceding Business Day).

      FINANCE DOCUMENT means each of:

      (a)   this Agreement;

      (b)   the Commitment Letter;

      (c)   each Fee Letter;

      (d)   a Guarantor Accession Agreement;

      (e)   a Novation Certificate;

      (f)   each Security Document;

      (g)   the Security Sharing Agreement;

      (h)   each Subordination Agreement;

      (i)   the VUE Borrower Co. Release Agreement,

      and any other document designated as such in writing by the Facility Agent
      and the Obligors' Agent.

      FINANCE PARTY means each Agent, each Mandated Lead Arranger and each
      Lender.

      FINANCIAL INDEBTEDNESS means any indebtedness in respect of:

      (a) moneys borrowed;

      (b) any debenture, bond, note, loan stock or other security;

      (c) any acceptance credit;

      (d) receivables sold or discounted (otherwise than on a non-recourse
      basis);

      (e) the acquisition cost of any asset to the extent payable after the time
      of acquisition or possession by the party liable where the advance or
      deferred payment is arranged primarily as a method of raising finance or
      financing the acquisition of that asset;

      (f) any lease (including, without limitation, an operation de credit-bail)
      entered into primarily as a method of raising finance or financing the
      acquisition of the asset leased;

      (g) any currency swap or interest rate or commodity swap, cap or collar
      arrangements or any other derivative instrument;

      (h) any amount raised under any other transaction having as a primary
      purpose the borrowing or raising of money (excluding, for the avoidance of
      doubt, trade credit to the extent payable by the person liable 180
      calendar days or less after the acquisition or taking of possession of the
      assets to which such credit relates); or

                                       10
<PAGE>
      (i)   any guarantee, indemnity or similar assurance against financial loss
            of any person, in each case in respect of indebtedness of a type
            falling within paragraphs (a) to (h) above,

      including, for the avoidance of doubt, the Contingent Financial
      Liabilities (other than the Existing Contingent Financial Liabilities
      except for the purposes of Clauses 21.5 (Cross-default), 19.12 (Negative
      pledge) and 19.13 (Transactions similar to security)) and excluding,
      Equity Issues and Excluded Financial Indebtedness and for the purposes of
      Clause 21.5 (Cross-default), Intra Group Loans and VUE Loans.

      FITCH means Fitch IBCA.

      FOREIGN SUBSIDIARY means any Subsidiary of any U.S. Obligor which is a
      controlled foreign corporation within the meaning of the Code.

      FRENCH INTRA GROUP LOANS SECURITY means each delegation or loi dailly
      assignment, as the case may be, in the agreed form in respect of Secured
      Intra Group Loans made by an Obligor incorporated in France.

      GAMES means the games business of Vivendi Universal Games, Inc. and
      Universal Interactive, Inc. and their respective Subsidiaries.

      GAMES DISPOSAL means any disposal, sale or transfer of all or any of the
      shares in, or assets or business of Games and/or its Subsidiaries
      (including, without limitation, by way of primary or secondary public
      offering).

      GAMES DISPOSAL PROCEEDS AMOUNT means, in relation to any Games Disposal,
      disposal proceeds in an aggregate amount not to exceed (a) E1,000,000,000
      (or equivalent in other currencies) and (b) an amount not to exceed 1.5
      per cent. of the gross disposal proceeds paid by any purchaser pursuant to
      the Games Disposal and which amount is payable to MEI Holding Inc. or its
      affiliates as a result of such party's direct or indirect interest in
      Games.

      GAMES IP means the Intellectual Property Rights owned by Games IP Group.

      GAMES IP GROUP means Vivendi Universal Games, Inc., Davidson & Associates,
      Inc. Knowledge Adventure, Inc. and Sierra Entertainment, Inc.

      GAMES REORGANISATION means any series of transactions undertaken by the
      Company to reorganise the Games group for the purposes of implementing any
      Games Disposal which, to the extent such transactions are not otherwise
      permitted by this Agreement, have been approved in writing by the Majority
      Lenders.

      GROUP means the Company and its Subsidiaries (but excluding any member of
      the VE Group).

      GROUPE CANAL + means Groupe Canal + S.A.

      GROUPE CANAL + SHARE PLEDGE means the share pledge in the agreed form to
      be granted by the Company over 100 per cent. of the shares in Groupe Canal
      +.

      GUARANTOR means an Original Guarantor or an Additional Guarantor.

      GUARANTOR ACCESSION AGREEMENT means a deed, substantially in the form of
      Schedule 6, with such amendments as the Facility Agent may approve or
      reasonably require.

                                       11
<PAGE>
      HIGH YIELD NOTE DOCUMENTS means:

      (a)   the Offering Circular;

      (b)   the Indenture and the High Yield Notes;

      (c)   the Purchase Agreement;

      (d)   the Exchange and Registration Rights Agreement; and

      (e)   the Escrow Agreement.

      HIGH YIELD NOTES means the U.S.$935,000,000 9.25% senior notes due 2010
      and the E325,000,000 9.50% senior notes due 2010 issued by the Company on
      8th April, 2003 pursuant to the Indenture.

      HIGH YIELD NOTE PROCEEDS means the proceeds of each issue of the High
      Yield Notes in the amount of U.S.$935,000,000 and E320,924,500 (i) paid
      directly to the Company by the initial purchasers pursuant to the Purchase
      Agreement on the issuance date of the High Yield Notes and (ii) released
      to the Company by the Escrow Agent pursuant to the Escrow Agreement.

      HOLDING COMPANY means in relation to a person, an entity of which that
      person is a Subsidiary.

      INDENTURE means the indenture dated 8th April, 2003 entered into by the
      Company with respect to which the High Yield Notes have been issued.

      INFORMATION PACKAGE means the information package dated April, 2003
      prepared in connection with the Facility for the purpose of the bank
      meeting held on 4th April, 2003 and posted on the intralink website
      created for the purpose of the syndication of the Facility.

      INTELLECTUAL PROPERTY RIGHTS means all know-how, patents, trade marks,
      service marks, designs, business names, topographical or similar rights,
      copyrights, database or other intellectual property right (in each case,
      whether registered or not and including all applications for the same).

      INTEREST PERIOD means each period determined in accordance with Clause 8
      (Interest Periods).

      INTRA GROUP LOAN means:

      (a)   on the date of this Agreement, each loan listed in Parts 1, 2, 3, 4
            or 5 of Schedule 15 (Intra Group Loans); and

      (b)   each loan made between members of the Group which is permitted by,
            and made in accordance with, the provisions of Clause 19.19 (Loans
            out, Intra Group Loans).

      INTRA GROUP LOAN AGREEMENT means a loan agreement in the agreed form
      evidencing an Intra Group Loan.

      INVESTMENT DOWNGRADING DATE means, at any time, the date on which the
      Company ceases to have an Investment Grade Rating.

      INVESTMENT GRADE RATING means a long term unsecured credit rating of Baa3
      or better by Moody's and (but not or) BBB- or better by S&P.

                                       12
<PAGE>
      INVESTMENT GRADE RATING DATE means the date on which the Company obtains
      an Investment Grade Rating.

      JOINT VENTURES means all joint venture entities (not being a member of the
      Group) whether a company, unincorporated firm, undertaking, joint venture,
      association, partnership or other entity in which any member of the Group
      has an interest from time to time.

      LENDER means:

      (a)   an Original Lender; or

      (b)   any person to whom the rights and obligations of an Original Lender
            are transferred after the date of this Agreement.

      LIBOR means:

      (a)   the rate per annum which appears on Page LIBOR 01; or

      (b)   if no such rate appears on the Reuters Screen, the arithmetic mean
            (rounded upward to four decimal places) of the rates, as supplied to
            the Facility Agent at its request, quoted by the Reference Banks to
            leading banks in the European interbank market,

      at or about 11.00 a.m. London time on the applicable Rate Fixing Day for
      the offering of deposits in the currency of the relevant Loan for a period
      comparable to the relevant Interest Period, and in this definition PAGE
      LIBOR 01 means the display designated as Page LIBOR 01 on the Reuters
      Screen (or such other pages as may replace Page LIBOR 01 on that service
      or such other service as may be nominated by the British Bankers'
      Association as the information vendor for the purposes of displaying
      British Bankers' Association Interest Settlement Rates for deposits in
      that currency).

      LIQUIDITY ANALYSIS means a forecast for the Group (excluding for these
      purposes (other than in relation to dividends) any member of the Maroc
      Telecom Group and the Cegetel Group and SIT) in the agreed form (and
      provided in excel form) setting out:

      (a)   projections of the Group's cashflows for the period from the date of
            the forecast to:

            (i)   prior to a Release Condition Date, the Final Maturity Date;
                  and

            (ii)  subject to paragraph (c) below, on or after a Release
                  Condition Date, a date which is one year from the date of such
                  Liquidity Analysis,

                  in each case, as follows:

                  (A)   a monthly breakdown of the Group's projected cashflows
                        for a period of six months from the date of the
                        forecast;

                  (B)   thereafter a quarterly breakdown of the Group's
                        projected cashflows for the period of the next nine
                        months or for the remaining period of the forecast; and

                  (C)   thereafter a semi-annual breakdown of the Group's
                        projected cashflows for the remaining period of the
                        forecast, if any;

      (b)   a reconciliation statement between the actual cashflows of the Group
            for the period elapsed since the date of the preceding Liquidity
            Analysis and the projected


                                       13
<PAGE>
            cashflows of the Group for that period contained in that Liquidity
            Analysis together with reasons for any deviations (other than
            deviations of an immaterial nature) demonstrated by such
            reconciliation statement; and

      (c)   if, on or after a Release Condition Date, an Investment Downgrading
            Date occurs, paragraph (i) shall automatically be reinstated and
            shall remain in force from the Investment Downgrading Date until
            such time as a Release Condition Date occurs again.

      LLP AGREEMENT means the limited liability partnership agreement
      establishing VUE Borrower Co. as a Delaware limited liability partnership.

      LOAN means a Tranche A Loan or a Tranche B Loan as the context requires.

      LOCAL BORROWINGS means Financial Indebtedness incurred by any member of
      the Group (other than an Obligor) in the country of its incorporation in
      the ordinary course of business in an aggregate amount not exceeding
      E300,000,000 (or equivalent in other currencies) at any time.

      LOCK-UP ARRANGEMENTS means the lock-up arrangements with respect to the VE
      Shares under the VE Acquisition and Subscription Agreement.

      MAJORITY LENDERS means, at any time, Lenders:

      (a)   whose share in the Original Euro Amount of outstanding Loans and
            whose undrawn Commitments then aggregate 66 2/3 per cent. or more of
            the aggregate Original Euro Amount of all outstanding Loans and the
            undrawn Commitments of all the Lenders;

      (b)   if there is no Loan then outstanding, whose undrawn Commitments
            aggregate 662/3 per cent. or more of the Total Commitments; or

      (c)   if there is no Loan then outstanding and the Total Commitments have
            been reduced to zero, whose Commitments aggregated 662/3 per cent.
            or more of the Total Commitments immediately before the reduction.

      MAJORITY CREDITORS has the meaning given to it in the Security Sharing
      Agreement.

      MANDATORY COST means the cost imputed to the Lenders of compliance in
      relation to this Agreement with:

      (a)   the cash ratio and special deposit requirements of the Bank of
            England and/or the banking supervision or other costs imposed by the
            United Kingdom Financial Services Authority, all as determined in
            accordance with Schedule 7; and

      (b)   any reserve asset requirements of the European Central Bank.

      MAROC TELECOM means Maroc Telecom S.A.

      MAROC TELECOM ACQUIRED SHARES means the shares of Maroc Telecom acquired
      (directly or indirectly) by the Company pursuant to the acquisition
      permitted under to Clause 19.18 (b)(xi) (being as of the date of this
      Agreement 16 per cent. of the total share capital of Maroc Telecom).

      MAROC TELECOM CASH POOLING DATE means the date on which all of the
      following events occur:

                                       14
<PAGE>
      (i)   there are no contractual restrictions or provisions (including,
            without limitation, pre-emption rights) between shareholders of
            Maroc Telecom in force at the date of this Agreement or under a
            Maroc Telecom Excluded Financing which restrict or which would be
            triggered upon, the granting of a guarantee and Cash Pooling Hub
            Security pursuant to this Agreement;

      (ii)  Maroc Telecom has become a Guarantor under this Agreement and has
            granted Cash Pooling Hub Security; and

      (iii) Maroc Telecom enters into the Cash Management and IGL Arrangements
            for the purpose of borrowing money from the Company or any Cash
            Pooling Hub.

      MAROC TELECOM DATE means the date upon which the Company owns no less than
      51 per cent. of the shares in Maroc Telecom pursuant to the acquisition
      permitted pursuant to Clause 19.18(b)(xi) unless such acquisition is
      financed by a Maroc Telecom Excluded Financing.

      MAROC TELECOM DISPOSAL means the disposal of all or any of the shares in,
      or assets or business of any member of the Maroc Telecom Group other than
      the shares in, or assets or business of, Maroc Telecom.

      MAROC TELECOM EXCLUDED FINANCING means a financing of the acquisition of
      all the Maroc Telecom Acquired Shares by means solely of a Project Finance
      Indebtedness and, in respect of which, the person to whom such Project
      Finance Indebtedness is owed has no recourse to any member of the Group
      for the repayment of, or payment of any sum relating to, that Project
      Finance Indebtedness other than recourse to any shares held (directly or
      indirectly) by the Company in Maroc Telecom, provided that recourse to
      such shares (other than the Maroc Telecom Acquired Shares) shall only be
      permitted at any time after the Company has prepaid the Non-Recourse
      Financing in full out of VU/SIT Loan proceeds and cancelled the
      Non-Recourse Financing in full.

      MAROC TELECOM GROUP means Maroc Telecom and its Subsidiaries.

      MAROC TELECOM SHAREHOLDERS AGREEMENT means the "Convention d'actionnaires"
      among the Company, le Gouvernement du Royaume de Maroc and Itissalat
      Al-Maghrib executed by the Company on 20th December, 2000 as amended from
      time to time.

      MASTER SECURITY AGREEMENT means the pledge and security agreement
      substantially in the form initialled on or about the date of this
      Agreement by the Obligors' Agent and the Facility Agent or otherwise in
      the agreed form between the Grantors (as defined therein) and the Facility
      Agent.

      MATERIAL ADVERSE EFFECT means:

      (a)   prior to a Release Condition Date, but subject always to paragraph
            (c) below, a material adverse effect on:

            (i)   the business, assets, financial condition, operations or
                  prospects of any Obligor, Material Subsidiary or the Group
                  (taken as a whole);

            (ii)  the ability of any Obligor to perform any of its payment
                  obligations or the ability of any Obligor to perform any other
                  of its material obligations under any of the Finance
                  Documents; or

                                       15
<PAGE>
            (iii) the validity or enforceability of any Finance Document or the
                  effectiveness of any Security Interest purported to be created
                  pursuant to any Security Document or the rights and remedies
                  of any Finance Party;

      (b)   on or after a Release Condition Date but subject always to paragraph
            (c) below, a material adverse effect on the ability of any Obligor
            to perform any of its payment obligations or to perform any other of
            its material obligations under any of the Finance Documents; and

      (c)   if a Release Condition Date occurs, but at any time thereafter an
            Investment Downgrading Date occurs, paragraph (a) shall be
            automatically reinstated and remain in force from the Investment
            Downgrading Date until such time as a Release Condition Date occurs
            again.

      MATERIAL SUBSIDIARY means:

      (a)   as at the date of this Agreement, each member of the Group listed in
            Schedule 21; and

      (b)   thereafter each Subsidiary listed in Part 1 of Schedule 21 and/or
            pursuant to Clause 19.2(a)(iii), and each other Subsidiary of the
            Company which is consolidated by way of global integration
            (integration globale) in the audited consolidated accounts of the
            Group:

            (i)   whose total assets (consolidated in the case of a Subsidiary
                  which itself has a Subsidiary and for the avoidance of doubt
                  excluding inter-company loans and equity accounts if and to
                  the extent netted out on a consolidation) are E500,000,000 (or
                  equivalent in other currencies) or more; or

            (ii)  whose operating income (consolidated in the case of a
                  Subsidiary which itself has a Subsidiary and as adjusted in
                  accordance with paragraphs (a) to (d) of the definition of
                  Cash EBITDA (as defined in Clause 20.1 (Financial covenant
                  definitions)) represent not less than 5 per cent. of Cash
                  EBITDA (as defined in Clause 20.1)) (as shown in the then
                  latest consolidated accounts of the Group),

            as calculated from the then latest accounts audited if prepared, of
            that Subsidiary; and

      (c)   any other Subsidiary of the Company (the RECEIVING SUBSIDIARY) to
            which after the date of the latest audited consolidated accounts of
            the Group is transferred either:

            (i)   all or substantially all the assets of another Subsidiary
                  which immediately prior to the transfer was a Material
                  Subsidiary (the DISPOSING SUBSIDIARY); or

            (ii)  sufficient assets such that the receiving Subsidiary would
                  have been a Material Subsidiary had the transfer occurred on
                  or before the date of the latest audited consolidated accounts
                  of the Group;

            in the case of (i) above, the disposing Subsidiary shall forthwith
            upon the transfer taking place cease to be a Material Subsidiary;
            and

      (d)   further:

            (i)   VUE Borrower Co. shall be a Material Subsidiary only for the
                  purposes of the definition of Material Adverse Effect and for
                  the purposes of Clauses 21.5


                                       16
<PAGE>
                  (Cross-default) and Clauses 21.6 (Insolvency) to Clause 21.10
                  (Analogous proceedings);

            (ii)  Maroc Telecom shall be a Material Subsidiary only for the
                  purposes of the definition of Material Adverse Effect and for
                  the purposes of Clauses 21.6 (Insolvency) to Clause 21.10
                  (Analogous proceedings) until the Maroc Telecom Date, when,
                  subject to the provisions of Clause 19.1(d), it shall become a
                  Material Subsidiary for all purposes.

            For the avoidance of doubt, no member of the VE Group shall in any
            circumstances be a Material Subsidiary.

      MATSUSHITA SHAREHOLDER AGREEMENTS means:

      (a)   the stockholder's agreement among Centenary Holding, MHI Investment
            Corporation and Centenary International B.V. (formerly Seagram
            International B.V.) dated as of 9th December, 1998, as amended from
            time to time, and

      (b)   the amended and restated stockholders' agreement among Universal
            Studios Holding I Corp., MEI Holding Inc., VU Canada (formerly known
            as The Seagram Company Ltd.) and Vivendi Universal Holding IV Corp.
            (formerly known as Seagram Developments Inc.) dated as of 9th
            December, 1998, as amended from time to time.

      MATURITY DATE means the last day of the Interest Period of a Tranche A
      Loan.

      MOODY'S means Moody's Investors' Services, Inc.

      MULTICURRENCY REVOLVING CREDIT FACILITY means the E3,000,000,000
      multicurrency revolving credit facility dated 15th March, 2002, by the
      Company, the Lenders and financial institutions a party thereto and
      Societe Generale, as Facility Agent, as amended on 6th February, 2003 as
      the same may be amended from time to time.

      MULTIEMPLOYER PLAN means a multiemployer plan, as defined in Section
      4001(a)(3) of ERISA, to which any Obligor or any ERISA Affiliate is making
      or accruing an obligation to make contributions, or has within any of the
      preceding five plan years made or accrued an obligation to make
      contributions.

      MULTIPLE EMPLOYER PLAN means a single employer plan, as defined in Section
      4001(a)(15) of ERISA, that:

      (a)   is maintained for employees of any Obligor or any ERISA Affiliate
            and at least one Person other than the Obligors and the ERISA
            Affiliates; or

      (b)   was so maintained and in respect of which any Obligor or any ERISA
            Affiliate could have liability under Section 4064 or 4069 of ERISA
            in the event such plan has been or were to be terminated.

      MUSIC GROUP means all of the entities under the common ownership of the
      Company which engage in the acquisition, manufacture, marketing, sale and
      distribution of recorded music and music publishing.

      MUSIC GROUP REORGANISATION means one or other series of transactions being
      undertaken by the Company to organise the Music Group entirely within the
      U.S. chain of Subsidiaries of the Company substantially in accordance with
      the Music Overview Memorandum and Music


                                       17
<PAGE>
      Structure Chart or otherwise any reorganisation of the Music Group which
      is approved in writing by the Majority Lenders.

      MUSIC OVERVIEW MEMORANDUM means the memorandum delivered to the Facility
      Agent on 23rd April, 2003.

      MUSIC STRUCTURE CHART means the right-hand column in the draft document
      dated 9th April, 2003 from PriceWaterhouseCoopers and delivered to the
      Facility Agent.

      NET ASSETS DISPOSAL PROCEEDS means, in relation to any Assets Disposal
      (other than in relation to the VE Shares Disposal, any Cegetel Disposal
      and any SIT Disposal) made prior to an Investment Grade Rating Date
      (subject always to Clause 7.16(m)), the amount of:

      (a)   the cash proceeds or purchase consideration actually received in
            cash by a member of the Group (including, without limitation,
            pursuant to earn out provisions) as consideration for a disposal of
            any Asset including (without double counting) the amount of any
            Intra Group Loan or VUE Loan (in respect of which a member of the
            Group being sold pursuant to such disposal is the borrower under
            that Intra Group Loan or VUE Loan) which is repaid to continuing
            members of the Group using funds obtained from outside the Group;

      (b)   any non-cash consideration actually received by a member of the
            Group under any sale and purchase agreement relating to such
            disposal; and

      (c)   any other amount actually received or recovered in cash by a member
            of the Group under any sale and purchase agreement and/or ancillary
            documents relating to such disposal,

      in each case, net of:

      (i)   any Taxes and reasonable third party costs and expenses incidental
            or fairly attributable to the disposal, receipt or recovery;

      (ii)  in the case of a disposal of all or part of the interests held by
            any member of the Group in VUE or any Subsidiary of VUE or of any
            other asset of VUE or any Subsidiary of VUE, net of any tax
            indemnity due and payable by the Company to USAi or payment in lieu
            thereof pursuant to the arrangements relating thereto in force at
            the date of this Agreement; and

      (iii) the aggregate amount of any indemnity or breach of warranty claims
            under any sale and purchase agreement and/or ancillary documents
            related to any disposal actually paid by a member of the Group
            provided always that the maximum aggregate amount of any such
            deduction in respect of any disposal shall not exceed 10 per cent.
            of the aggregate of all amounts referred to in paragraphs (a) to (c)
            above in respect of all disposals which are made in accordance with
            this Agreement on or prior to the date for payment pursuant to
            Clause 7.15 of the proceeds which are the subject of such deduction
            and provided further that no Finance Party shall be under any
            obligation to repay or reimburse any Net Proceeds (or corresponding
            amounts) prepaid under this Agreement,

      but excluding:

      (a)   (without double counting) any VUE Excluded Disposal Proceeds and any
            VUE Retention;

                                       18
<PAGE>
      (b)   (without double counting) any such proceeds constituting the Canal +
            Disposal Proceeds Amount; and

      (c)   (without double counting) any such proceeds constituting the Games
            Disposal Proceeds Amount.

      For the purposes of the definition of Net Assets Disposal Proceeds, the
      amount of proceeds actually received by a member of the VUE Group pursuant
      to any Film Rights Securitization (as defined in the VUE Bridge Extension
      as in force at the date of this Agreement) shall be equal to the amount of
      such proceeds as calculated in accordance with the definition of Net
      Proceeds in the VUE Bridge Extension as in force at the date of this
      Agreement.

      For the purposes of the definition of Net Assets Disposal Proceeds and
      Clause 19.14(b), below, in relation to any disposal of the shares in,
      assets or business of any member of the VUE Group or the Music Group, up
      to 35 per cent. of the purchase consideration for such disposal may be in
      the form of valuable non-cash consideration and on terms that defer its
      payment. However, for the purposes of any mandatory prepayment, no less
      than 70 per cent. of the Net Assets Disposal Proceeds for any such
      disposal of any member of the VUE Group or the Music Group will be deemed
      to have been paid in cash at the time of such disposal, notwithstanding
      that less than this amount may actually have then been received.

      NET CEGETEL DISPOSAL PROCEEDS means, in relation to any Cegetel Disposal
      made prior to an Investment Grade Rating Date (subject always to Clause
      7.16(m)):

      (a)   the cash proceeds or purchase consideration actually received in
            cash by a member of the Group (including, without limitation,
            pursuant to earn-out provisions) as consideration for such disposal
            including (without double-counting) the amount of any Intra Group
            Loans (in respect of which a member of the Group being sold pursuant
            to such disposal is a borrower under that Intra Group Loan) which is
            repaid to continuing members of the Group using funds obtained from
            outside the Group;

      (b)   any non-cash consideration actually received by a member of the
            Group under any sale and purchase agreement relating to such
            disposal; and

      (c)   any other amount actually received or recovered in cash by a member
            of the Group under any sale and purchase agreement and/or ancillary
            documents related to such disposal;

      in each case net of:

      (i)   any Taxes and reasonable third party costs and expenses incidental
            or fairly attributable to the disposal, receipt or recovery; and

      (ii)  the aggregate amount of any indemnity or breach of warranty claims
            under any sale and purchase agreement and/or ancillary documents
            related to any disposal actually paid by a member of the Group
            provided always that the maximum aggregate amount of any such
            deduction in respect of any disposal shall not exceed 10 per cent.
            of the aggregate of all amounts referred to in paragraphs (a) to (c)
            above in respect of all disposals which are made in accordance with
            this Agreement on or prior to the date for payment pursuant to
            Clause 7.15 of the proceeds which are the subject of such deduction
            and provided further that no Finance Party shall be under any
            obligation to repay or reimburse any Net Proceeds (or corresponding
            amounts) prepaid under this Agreement.

                                       19
<PAGE>
      NET DEBT ISSUE PROCEEDS means, in relation to any Debt Issue made prior to
      an Investment Grade Rating Date (subject always to Clause 7.16(m)) any
      proceeds received in cash by or for the account of any member of the Group
      net of any Taxes, fees and expenses payable in connection with that Debt
      Issue.

      For the purposes of the definition of Net Debt Issue Proceeds, the amount
      of proceeds actually received by a member of the VUE Group pursuant to any
      Film Rights Securitization (as defined in the VUE Bridge Extension as in
      force at the date of this Agreement) shall be equal to the amount of such
      proceeds as calculated in accordance with the definition of "Net Proceeds"
      in the VUE Bridge Extension as in force at the date of this Agreement.

      NET DIVIDEND PROCEEDS means the amount of any cash dividend (net of any
      Taxes paid by the Company in relation to such dividend) declared by the
      Company prior to an Investment Grade Rating Date (subject always to Clause
      7.16(m)) on or in respect of its share capital.

      NET EQUITY ISSUE PROCEEDS means, in relation to an Equity Issue made prior
      to an Investment Grade Rating Date (subject always to Clause 7.16(m)), any
      proceeds received in cash by or for the account of any member of the Group
      net of any Taxes, or reasonable third party costs and expenses payable in
      connection with that Equity Issue.

      NET MAROC DISPOSAL PROCEEDS means, in relation to any Maroc Telecom
      Disposal made on or after the Maroc Telecom Date but prior to an
      Investment Grade Rating Date (subject always to Clause 7.16(m)):

      (a)   the cash proceeds or purchase consideration actually received in
            cash by a member of the Group (including, without limitation,
            pursuant to earn-out provisions) as consideration for such disposal
            including (without double-counting) the amount of any Intra Group
            Loans (in respect of which a member of the Group being sold pursuant
            to such disposal is a borrower under that Intra Group Loan) which is
            repaid to continuing members of the Group using funds obtained from
            outside the Group;

      (b)   any non-cash consideration actually received by a member of the
            Group under any sale and purchase agreement relating to such
            disposal; and

      (c)   any other amount actually received or recovered in cash by a member
            of the Group under any sale and purchase agreement and/or ancillary
            documents related to such disposal;

      in each case net of:

      (i)   any Taxes and reasonable third party costs and expenses incidental
            or fairly attributable to the disposal, receipt or recovery; and

      (ii)  the aggregate amount of any indemnity or breach of warranty claims
            under any sale and purchase agreement and/or ancillary documents
            related to any disposal actually paid by a member of the Group
            provided always that the maximum aggregate amount of any such
            deduction in respect of any disposal shall not exceed 10 per cent.
            of the aggregate of all amounts referred to in paragraphs (a) to (c)
            above in respect of all disposals which are made in accordance with
            this Agreement on or prior to the date for payment pursuant to
            Clause 7.15 of the proceeds which are the subject of such deduction
            and provided further that no Finance Party shall be under any
            obligation to repay or reimburse any Net Proceeds (or corresponding
            amounts) prepaid under this Agreement.

                                       20
<PAGE>
      NET MAROC DIVIDEND PROCEEDS means, in relation to the Maroc Telecom
      Acquired Shares if acquired otherwise than by a Maroc Telecom Excluded
      Financing, the amount of any ordinary cash dividend (net of any Taxes paid
      by Maroc Telecom in relation to such dividend) declared by Maroc Telecom
      on or after the Maroc Telecom Date but prior to an Investment Grade Rating
      Date (subject always to Clause 7.16(m)) on or in respect of such Maroc
      Telecom Acquired Shares.

      NET PROCEEDS means Net Assets Disposal Proceeds, Net Cegetel Disposal
      Proceeds, Net Debt Issue Proceeds, Net Dividend Proceeds, Net Equity Issue
      Proceeds, Net Maroc Dividends Proceeds, Net Maroc Disposal Proceeds or Net
      SIT Disposal Proceeds as the context requires.

      NET SIT DISPOSAL PROCEEDS means, in relation to any SIT Disposal made
      prior to an Investment Grade Rating Date (subject always to Clause
      7.16(m)):

      (a)   the cash proceeds or purchase consideration actually received in
            cash by a member of the Group (including, without limitation,
            pursuant to earn-out provisions) as consideration for such disposal
            including (without double-counting) the amount of any Intra Group
            Loans (in respect of which a member of the Group being sold pursuant
            to such disposal is the borrower under that Intra-Group Loan) which
            is repaid to continuing members of the Group using funds obtained
            from outside the Group;

      (b)   any non-cash consideration actually received by a member of the
            Group under any sale and purchase agreement relating to such
            disposal; and

      (c)   any other amount actually received or recovered in cash by a member
            of the Group under any sale and purchase agreement and/or ancillary
            documents related to such disposal;

      in each case net of:

      (i)   any Taxes and reasonable third party costs and expenses incidental
            or fairly attributable to the disposal, receipt or recovery; and

      (ii)  the aggregate amount of any indemnity or breach of warranty claims
            under any sale and purchase agreement and/or ancillary documents
            related to any disposal actually paid by a member of the Group
            provided always that the maximum aggregate amount of any such
            deduction in respect of any disposal shall not exceed 10 per cent.
            of the aggregate of all amounts referred to in paragraphs (a) to (c)
            above in respect of all disposals which are made in accordance with
            this Agreement on or prior to the date for payment pursuant to
            Clause 7.15 of the proceeds which are the subject of such deduction
            and provided further that no Finance Party shall be under any
            obligation to repay or reimburse any Net Proceeds (or corresponding
            amounts) prepaid under this Agreement,

      to the extent such amounts are not used to repay or prepay the Non
      Recourse Financing in accordance with its terms.

      NET VE SHARES DISPOSAL PROCEEDS means, in relation to the disposal of VE
      Shares made prior to an Investment Grade Rating Date (subject always to
      Clause 7.16(m)):

      (a)   the cash proceeds or purchase consideration actually received in
            cash by a member of the Group (including, without limitation,
            pursuant to earn out provisions) as consideration for such disposal
            including without double counting the amount of any Intra Group Loan
            (in respect of which a member of the Group being sold pursuant to

                                       21
<PAGE>
            such disposal is the borrower under that Intra-Group Loan) which is
            repaid to continuing members of the Group using funds obtained from
            outside the Group; and

      (b)   any other amount actually received or recovered in cash by a member
            of the Group under any sale and purchase agreement and/or ancillary
            documents related to such disposal,

      in each case net of any Taxes and reasonable third party costs and
      expenses incidental or fairly attributable to the disposal, receipt or
      recovery.

      NEW INVESTORS has the meaning given to it in the VE Share Pledge
      Arrangements.

      NON-RECOURSE FINANCING means the E1,300,000,000 facility agreement between
      SIT and certain Lenders dated 6th December, 2002.

      NON-U.S. SECURITY DOCUMENTS means each of the documents listed in Parts 1
      and 3 of Schedule 4 and any other document designated as such in writing
      by the Facility Agent and the Obligors' Agent.

      NON-U.S. SUBORDINATION AGREEMENT means, in relation to an Intra Group Loan
      between members of the Non-VUE Group, the subordination agreement in the
      agreed form between the Company, certain members of the Non-VUE Group (as
      required pursuant to Clause 19.19(d)), the Lenders, the Existing Lenders
      (as therein defined) and the Security Agent.

      NON-VUE GROUP means the Group excluding the VUE Group.

      NOVATION CERTIFICATE has the meaning given to it in Clause 29.3 (Procedure
      for novations).

      OBLIGOR means the Company and each Guarantor.

      OBLIGORS' AGENT means the Company appointed to act on behalf of each
      Obligor pursuant to Clause 2.5 (Obligors' Agent).

      OFFERING CIRCULAR means the document dated 3rd April, 2003 in relation to
      the offer for sale of the High Yield Notes.

      ORIGINAL EURO AMOUNT in relation to a Loan, means:

      (a)   if that Loan is denominated in Euro, the amount of that Loan; or

      (b)   if that Loan is denominated in U.S. Dollars, the equivalent in Euro
            of the amount of that Loan at the Spot Rate of Exchange three
            Business Days before its Drawdown Date.

      ORIGINAL GROUP ACCOUNTS means the audited annual consolidated accounts of
      the Group for the 12-month period ending 31st December, 2002.

      ORIGINAL LIQUIDITY ANALYSIS means the Liquidity Analysis of the Group
      dated 2nd April, 2003 as set out in Part 2 of Schedule 9.

      PARTICIPATING MEMBER STATE means a member state of the European Community
      that adopts or has adopted the Euro as its currency in accordance with
      legislation of the European Union relating to European Economic and
      Monetary Union.

                                       22
<PAGE>
      PARTIES FINANCIERES 3ME has the meaning given to it in the VE Share Pledge
      Arrangements.

      PARTY means a party to this Agreement.

      PBGC means the Pension Benefit Guaranty Corporation (or any successor).

      PERMITTED JOINT VENTURES means a Joint Venture in which only a member of
      the VUE Group, a member of the Music Group or Studio Canal has an
      interest, the primary purpose of which is to acquire Product or interests
      therein (including distribution rights) in the ordinary course of business
      and which does not, or could not reasonably be expected to, have a
      Material Adverse Effect or to jeopardise the guarantees given to the
      Lenders under the Finance Documents or the Lenders' security under the
      Security Documents.

      PLAN means a Single Employer Plan or a Multiple Employer Plan.

      PRODUCT FINANCING means any Financial Indebtedness incurred by any member
      of the Group, 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 Financial Indebtedness
      assumed in connection with the acquisition of any such items of Product or
      secured by a Security Interest on any such items of Product prior to the
      acquisition thereof) where the recourse of a creditor or any group of
      creditors in respect of that Financial Indebtedness is limited to the
      items of Product revenues generated by such items of Product or any rights
      pertaining thereto (or to the extent that any such creditor or group of
      creditors does have recourse to a member of the Group, where such recourse
      is limited to an aggregate amount at any time not to exceed E100,000,000
      (or equivalent in other currencies)) and where the indebtedness is
      unsecured save for Security Interests over such items of Product or
      revenues and such rights, and any extension, renewal, replacement or
      refinancing of such indebtedness (excluding, for the avoidance of doubt,
      any Financial Indebtedness raised or secured against Products for any
      other purposes).

      PRODUCTS 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 a member of the Group:

      (a)   is an initial copyright owner; or

      (b)   acquires (or will acquire upon delivery) an equity interest or
            distribution rights.

      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 any member of the Group,
      and all rights therein and thereto of every kind and character.

      PROJECT FINANCE INDEBTEDNESS means any Financial Indebtedness to finance a
      project incurred by a member of the Group (the RELEVANT GROUP MEMBER)
      which has no activities or material assets other than those comprised in
      the project and in respect of which the person to whom that Financial
      Indebtedness is owed by the relevant Group member has no recourse
      whatsoever to any member of the Group for the repayment of or payment of
      any sum relating to that Financial Indebtedness other than:

                                       23

<PAGE>

         (a)      recourse to the relevant Group member 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 the relevant Group member for the purpose only of
                  enabling amounts to be claimed in respect of that Financial
                  Indebtedness on an enforcement of any Security Interest given
                  by the relevant Group member over the assets comprised in that
                  project to secure the Financial Indebtedness; and/or

         (c)      recourse to a shareholder of the relevant Group member for the
                  purpose only of enforcement of any Security Interest given by
                  that shareholder over shares (or the like) of the relevant
                  Group member to secure that Financial Indebtedness.

         PURCHASE AGREEMENT means the purchase agreement dated 3rd April, 2003
         in relation to the High Yield Notes.

         RATE FIXING DAY means:

         (a)      the second Business Day before the first day of the Interest
                  Period for a Loan; or

         (b)      in the case of a Loan in Euro only, the second TARGET Day
                  before the first day of the Interest Period for that Loan,

         or, in each case, such other day on which it is market practice in the
         relevant interbank market for prime banks to give quotations for
         deposits in the relevant currency for delivery on the first day of the
         relevant Interest Period, as determined by the Facility Agent.

         RECEIPT ACCOUNT means an interest bearing blocked and secured account
         in France in the name of the Security Agent.

         RECEIPT ACCOUNT SECURITY means the account security (gage especes) in
         the agreed form and over the Receipt Account located in France.

         REFERENCE BANKS means, subject to Clause 29.4 (Reference Banks), the
         Facility Agent, BNP Paribas and an Affiliate of Citigroup agreed with
         the Obligors' Agent.

         RELEASE CONDITION DATE means the date on which the Facility Agent
         (acting on the instructions of the Majority Lenders (not to be
         unreasonably delayed)) notifies the Obligors' Agent that each of the
         following conditions has been fulfilled:

         (a)      the Company has an Investment Grade Rating for a continuous
                  period of 90 calendar days; and

         (b)      the Facility Agent has received a certificate signed by two
                  officers of the Company, one of whom shall be the Chief
                  Executive Officer or the Chief Financial Officer of the
                  Company, confirming that during such continuous period of 90
                  calendar days referred to in (a) above, no Default has
                  occurred and is continuing.

         RELEVANT INTRA GROUP DISPOSAL means the disposal of an asset:

         (a)      by an Obligor to another Obligor which could not reasonably be
                  expected to have a Material Adverse Effect or, to jeopardise
                  the guarantees given to the Lenders under the Finance
                  Documents or the Lenders' security under the Security
                  Documents;

         (b)      by a member of the Group which is not an Obligor to an
                  Obligor;

                                       24
<PAGE>
         (c)      by a member of the Group which is not an Obligor (the
                  TRANSFEROR) to another member of the Group which is not an
                  Obligor (the TRANSFEREE) where the percentage of the share
                  capital of the Transferee owned by the Company (directly or
                  indirectly) is not less than the percentage of the share
                  capital of the Transferor owned by the Company (directly or
                  indirectly);

         (d)      between a member of the Non-VUE Group and any member of the
                  VUE Group, but only (notwithstanding paragraphs (a) to (c)
                  above) for cash management purposes expressly permitted and
                  made in accordance with Clause 19.19 or Clause 19.39 or VUE
                  Excluded Disposals or any disposal of cash inherent in
                  Excluded Financial Indebtedness;

         (e)      by way of a transaction permitted pursuant to subparagraphs
                  (b)(iv) or (v) of Clause 19.18 (Mergers and acquisitions); or

         (f)      pursuant to the Music Group Reorganisation.

         REPAYABLE FACILITIES means:

         (a)      the Back-up Facility Agreement;

         (b)      the CDC IXIS Facility Agreement;

         (c)      the E850,000,000 revolving credit facility for the
                  Company dated 2nd March, 1999;

         (d)      the E215,000,000 revolving credit facility for the
                  Company dated 6th June, 2002; and

         (e)      the E275,000,000 revolving credit facility for the
                  Company dated 28th June, 2002.

         REQUEST means a request made by the Obligors' Agent for a Loan,
         substantially in the form of Schedule 3.

         ROLLOVER LOAN means, in respect of Tranche A, one or more Loans:

         (a)      made or to be made on the same day that a maturing Loan under
                  Tranche A is due to be repaid;

         (b)      the aggregate amount of which is equal to or less than the
                  maturing Loan under Tranche A;

         (c)      in the same currency as the maturing Loan under Tranche A; and

         (d)      made or to be made to the Company for the purpose of
                  refinancing a maturing Loan.

         S&P means Standard & Poor's Corporation.

         SECURED INTRA GROUP LOANS means the loans made by an Obligor to another
         member of the Group representing no less than 85 per cent. of the
         aggregate principal amount of all loans made by Obligors to other
         members of the Group, being on the date of this Agreement the loans
         referred to in Part 4 of Schedule 15 or as notified to the Facility
         Agent under and in accordance with the list most recently provided
         pursuant to Clause 19.6(g) from time to time and which do not fall
         within paragraph (c)(vii) or (xii) of Clause 19.19.

         SECURED OBLIGATIONS has the meaning given to it in the Security Sharing
         Agreement.

                                       25
<PAGE>
         SECURITY DOCUMENT means:

         (a)      each Non-U.S. Security Documents; and

         (b)      each U.S. Security Document,

         and any other Security Document designated as such in writing by the
         Facility Agent and the Obligors' Agent.

         SECURITY INTEREST means any:

         (a)      hypotheque, nantissement, privilege, cession de creance par
                  bordereau Dailly, "gage-especes" any surete reelle or droit de
                  retention; or

         (b)      other mortgage, pledge, lien, charge (whether fixed or
                  floating), assignment, hypothecation or security interest or
                  any other agreement or arrangement having the effect of
                  conferring security.

         SECURITY RELEASE CONDITION DATE means the date upon which the Security
         Agent (acting on the instructions of the Majority Lenders (not to be
         unreasonably delayed)) notifies the Obligors' Agent and the Facility
         Agent that each of the following conditions has been fulfilled:

         (a)      the Company has an Investment Grade Rating for a continuous
                  period of 180 calendar days; and

         (b)      the Facility Agent has received a certificate signed by two
                  officers of the Company, one of whom shall be the Chief
                  Executive Officer or the Chief Financial Officer of the
                  Company, confirming that during such continuous period of 180
                  calendar days referred to in (a) above, no Default has
                  occurred and is continuing.

         SECURITY SHARING AGREEMENT means the security sharing agreement dated
         on or about the date of this Agreement between, inter alia, the
         Company, the Lenders, the Existing Lenders and the Security Agent.

         SFR means Societe Francaise du Radiotelephone S.A.

         SFR SHAREHOLDERS AGREEMENT means the shareholders' agreement among the
         Company, Compagnie Financiere pour le Radiotelephone, Vodafone Europe
         Holdings B.V., Vodafone France and Vodafone Group plc dated as of 10th
         October, 1994 as amended from time to time.

         SINGLE EMPLOYER PLAN means a single employer plan, as defined in
         Section 4001(a)(15) of ERISA, that:

         (a)      is maintained for employees of any Obligor or any ERISA
                  Affiliate and no Person other than the Obligors and the ERISA
                  Affiliates; or

         (b)      was so maintained and in respect of which any Obligor or any
                  ERISA Affiliate could have liability under Section 4069 of
                  ERISA in the event such plan has been or were to be
                  terminated.

         SIT means Societe d'Investissement pour la Telephonie S.A.

         SIT DISPOSAL means the disposal of all or any of the shares in, or
         assets or business of, SIT.

                                       26
<PAGE>
         SIT REPAYMENT DATE means the date on which the Non Recourse Financing
         is prepaid and cancelled in full or repaid in full.

         SPECIAL MANDATORY CANCELLATION DATE means, in the event of a special
         mandatory cancellation of the High Yield Notes, the date on which the
         Company is required to promptly instruct the trustee under Clause 3.11
         of the Indenture to cancel each series of High Yield Notes.

         SPOT RATE OF EXCHANGE means the European Central Bank fixing rate for
         the notional purchase of U.S. Dollars in the European foreign exchange
         market with Euro at or about 11.00 a.m. on a particular day.

         STRUCTURE CHART means the organigram describing the capital and share
         ownership of the Obligors and the Material Subsidiaries.

         STUDIO CANAL means Studio Canal S.A.

         SUBORDINATED INTRA GROUP LOANS means:

         (a)      the loans made to an Obligor by another member of the Group
                  representing no less than 85 per cent. of the aggregate
                  principal amount of all loans made to Obligors by other
                  members of the Group, being on the date of this Agreement the
                  loans referred to in Part 5 of Schedule 15 or as notified to
                  the Facility Agent under and in accordance with the list most
                  recently provided pursuant to Clause 19.6(g) from time to time
                  and which do not fall within paragraph (c)(vii) or (xii) of
                  Clause 19.19;

         (b)      the loans made to VUE Borrower Co. by another member of the
                  VUE Group;

         (c)      the loans made to the Company by VUE Borrower Co.; and

         (d)      the loans made to the Company by Cegetel or Maroc Telecom
                  prior to the Cegetel Cash Pooling Date or the Maroc Telecom
                  Cash Pooling Date, respectively.

         SUBORDINATION AGREEMENT means each of:

         (a)      the Non-U.S. Subordination Agreement;

         (b)      the U.S. Subordination Agreement;

         (c)      the VUE Subordination Agreement; and

         (d)      the VUE Borrower Co. Release Agreement,

         and any other document designated in writing as such by the Facility
         Agent and the Obligors' Agent.

         SUBSIDIARY means a person from time to time of which a person has
         direct or indirect control (in the case of a company incorporated in
         France, within the meaning of Article L.233-3 I.1 and I.2 of the
         Nouveau Code de Commerce (as the same is in force on the date of this
         Agreement)) or which owns directly or indirectly more than fifty per
         cent. (50%) of the share capital or similar right of ownership or
         voting power.

         SUPER MAJORITY LENDERS means, at any time, Lenders:

                                       27
<PAGE>
         (a)      whose share in the Original Euro Amount of outstanding Loans
                  and whose undrawn Commitments then aggregate 85 per cent. or
                  more of the aggregate of Original Euro Amount of all
                  outstanding Loans and the undrawn Commitments of all the
                  Lenders;

         (b)      if there is no Loan outstanding, whose undrawn Commitments
                  then aggregate 85 per cent. or more of the Total Commitments;
                  or

         (c)      if there is no Loan then outstanding and the Total Commitments
                  have been reduced to zero, whose Commitments aggregated 85 per
                  cent. or more of the Total Commitments immediately before the
                  reduction.

         SUPER MAJORITY CREDITORS has the meaning given to it in the Security
         Sharing Agreement.

         SYNDICATION DATE means the earlier of (a) the date on which the
         Facility Agent notifies the Obligors' Agent in writing that primary
         syndication of the Facility has been completed and (b) the date which
         is three months after the date of this Agreement.

         TARGET DAY means a day on which the Trans-European Automated Real-Time
         Gross Settlement Express Transfer (TARGET) System is open.

         TAX means any tax, levy, impost, duty or other charge, deduction or
         withholding of a similar nature (including any related penalty or
         interest payable in connection with any failure to pay or delay in
         paying any of the same).

         TOTAL COMMITMENTS means the aggregate of the Tranche A Total
         Commitments and the Tranche B Total Commitments from time to time,
         being E2,500,000,000 at the date of this Agreement.

         TRANCHE means Tranche A or Tranche B (as each of those items is
         identified in Clause 2.1 (Facility)) as the context requires.

         TRANCHE A AVAILABILITY PERIOD means the period commencing on the date
         of this Agreement and ending on the date falling one month before the
         Final Maturity Date (or, if that is not a Business Day, the immediately
         preceding Business Day).

         TRANCHE A COMMITMENT means:

         (a)      for an Original Lender, the amount set opposite its name in
                  Part 2 of Schedule 1 (Original Parties) under the heading
                  "Commitments by Tranche" and the amount of any other Tranche A
                  Commitment it acquires; and

         (b)      for any other Lender, the amount of any Tranche A Commitment
                  it acquires,

         to the extent not cancelled, transferred or reduced under this
         Agreement.

         TRANCHE A LOAN means the principal amount of each Loan made to the
         Company under Tranche A or the principal amount thereof from time to
         time outstanding.

         TRANCHE A TOTAL COMMITMENTS means the aggregate of the Tranche A
         Commitments.

         TRANCHE B AVAILABILITY PERIOD means the period commencing on the date
         of this Agreement and ending on the date falling 60 calendar days
         thereafter (or, if that is not a Business Day, the immediately
         preceding Business Day).

         TRANCHE B COMMITMENT means:

                                       28
<PAGE>
         (a)      for an Original Lender, the amount set opposite its name in
                  Part 2 of Schedule 1 (Original Parties) under the heading
                  "Commitments by Tranche " and the amount of any other Tranche
                  B Commitment it acquires; and

         (b)      for any other Lender, the amount of any Tranche B Commitments
                  it acquires,

         to the extent not cancelled, transferred or reduced under this
         Agreement.

         TRANCHE B LOAN means the principal amount of each Loan made to the
         Company under Tranche B or the principal amount thereof from time to
         time outstanding.

         TRANCHE B TOTAL COMMITMENTS means the aggregate of the Tranche B
         Commitments.

         TRANSTEL means Transtel S.A.

         TRANSTEL SHAREHOLDERS AGREEMENT means the shareholders' agreement among
         the Company, Compagnie Transatlantique de Radiotelephonie Cellulaire,
         Societe de Radiotelephonie Cellulaire, SBC International Inc., and SBC
         International - Societe de Radiotelephonie Cellulaire Inc. dated as of
         14th May, 1997 as amended from time to time.

         UCI means United Cinemas International Multiplex B.V.

         UCI LOAN means the loans in an aggregate principal amount of no more
         than L87,455,496.77, E98,767,416.98, Yen 1,643,968,000 and
         E15,545,829.65 made available by the Company to the VUE Group to
         finance directly or indirectly an investment in UCI and/or CIC.

         UMGT means Universal Music Group Treasury S.A.S.

         UMO REFINANCING means the facility agreement dated 31st December, 2002
         for an amount of L136,000,000 between Credit Lyonnais and Universal
         Music Operations Limited.

         UPIH 2 BV means Universal Pictures International Holdings II B.V.

         USAI means USA Interactive Inc.

         U.S. DOLLARS or U.S.$ means the lawful currency for the time being of
         the United States of America.

         U.S. SECURITY DOCUMENT means the document listed in Part 2 of Schedule
         4 and any other documents designated as such in writing by the Facility
         Agent and the Obligors' Agent.

         U.S. SUBORDINATION AGREEMENT means, in relation to an Intra Group Loan
         between certain members of the Non-VUE Group, a subordination agreement
         as required by Clause 19.19 between, inter alia, members of the Group
         party to such Intra Group Loan and the Security Agent.

         VCNA means Vivendi Communications North America, Inc.

         VE means Veolia Environnement S.A. (formerly Vivendi Environnement
         S.A.).

         VE ACQUISITION AND SUBSCRIPTION AGREEMENT means the acquisition and
         subscription agreement dated 24th June, 2002 and made between the
         Company and certain financial institutions named therein in relation to
         VE Shares, as amended on 24th November, 2002.

                                       29
<PAGE>
         VE "B" SHARES means each or any of the "Actions B" as defined in the VE
         Share Pledge Arrangements.

         VE CALL OPTION ARRANGEMENTS means the call option set out in the VE
         Acquisition and Subscription Agreement.

         VE GROUP means VE and its Subsidiaries.

         VE SHARE PLEDGE ARRANGEMENTS means the escrow and share pledge
         agreement dated 24th November, 2002 entered into by the Company, VE,
         the Escrow Agent, Account Holder and Calculation Agent and the New
         Investors (each as defined therein) and the Existing Lenders as amended
         on 7th February, 2003 and as the same may be amended further from time
         to time.

         VE SHARES means the shares in the issued share capital of VE owned
         directly or indirectly by the Company being at the date of this
         Agreement 20.4 per cent. thereof.

         VE SHARES DISPOSAL means a disposal by the Company of the VE Shares.

         VTH means Magyar Telecom B.V.

         VTI means Vivendi Telecom International S.A.

         VTI SHARE PLEDGE means the share pledge in the agreed form to be
         granted by the Company over 100 per cent. of the shares in VTI.

         VU CANADA means Vivendi Universal Canada, Inc.

         VU NET means Vivendi Universal Net S.A.

         VU/SIT LOAN means any loan, issue of bonds or notes (including
         convertible bonds or other equity-linked debt instruments, debt
         securities or other debt instrument of any kind) raised by VU solely
         for the purposes of prepaying and cancelling in full all amounts
         outstanding under the Non Recourse Financing, such loan to be in an
         amount no less than the amount required to repay and cancel in full the
         Non Recourse Financing and on terms which provide that it (i) has an
         original scheduled maturity date falling no earlier than the later of
         the Final Maturity Date and the original scheduled maturity date under
         the Multicurrency Revolving Credit Facility and (ii) is unsecured and
         not guaranteed.

         VU/VUE PARTNERSHIP OBLIGATIONS means the financial obligations of the
         Company under the Partnership Agreement and/or the Transaction
         Agreement listed in Schedule 20.

         VUE means Vivendi Universal Entertainment LLLP.

         VUE ASSIGNMENT AGREEMENT means the assignment agreement between the
         Company, VUE, VUHI and VUE Borrower Co. in the agreed form pursuant to
         which VUE Loans are transferred or assigned to and from VUE Borrower
         Co.

         VUE BORROWER CO. means VU-VUE Holding Partnership LLP, a Delaware
         limited liability partnership.

         VUE BORROWER CO. RELEASE AGREEMENT means each release of claims against
         the Company as general partner of VUE Borrower Co. in the agreed form
         by each VUE Foreign Lender.

                                       30
<PAGE>
         VUE BRIDGE EXTENSION means the U.S.$1,620,000,000 amended and restated
         agreement dated as of 25th November, 2002 granted in favour of VUE as
         amended, supplemented or otherwise modified.

         VUE BRIDGE REFINANCING means an issue or issues of debt instruments
         (including any debt, bank or capital markets issue or securitisation by
         any member of the VUE Group (or any trust or other entity established
         for the purposes of a securitisation)) in an aggregate principal amount
         of no more than U.S.$1,620,000,000 (net of reserves required to be
         funded with or fees payable with the proceeds thereof), for the purpose
         of raising finance solely in order to refinance (in full or in part)
         the VUE Bridge Extension and any refinancing or refinancings thereof.

         VUE DATE means the date on which the Facility Agent and the Obligors'
         Agent agree that neither the VUE Bridge Extension nor any VUE Bridge
         Refinancings nor VUE Incremental Indebtedness restrict any member of
         the VUE Group from making any distributions in cash or loans or
         otherwise disposing of assets to a person outside the VUE Group.

         VUE EXCLUDED DEBT ISSUE PROCEEDS means, prior to the VUE Date, in
         relation to a VUE debt issue, any proceeds (i) under the VUE Bridge
         Extension, VUE Incremental Indebtedness or any VUE Bridge Refinancing
         (ii) which are required to be applied by way of mandatory prepayment or
         cash collateral to the VUE Bridge Extension, VUE Incremental
         Indebtedness or any VUE Bridge Refinancing and any proceeds the
         distribution of which is otherwise restricted pursuant to the VUE
         Bridge Extension, VUE Incremental Indebtedness or any VUE Bridge
         Refinancing but not including any such proceeds required to be so
         applied on or prior to the VUE Date and not so applied on or prior to
         the VUE Date or (iii) received pursuant to a transaction described in
         Part 2 of Schedule 19.

         VUE EXCLUDED DISPOSAL means any disposal of any asset described in Part
         1 of Schedule 19.

         VUE EXCLUDED DISPOSAL PROCEEDS means, prior to the VUE Date, any
         proceeds from the disposal of any assets of any member of the VUE Group
         (i) being the disposal of proceeds under the VUE Bridge Extension, VUE
         Incremental Indebtedness or any VUE Bridge Refinancing (ii) which are
         required to be applied by way of mandatory prepayment or cash
         collateral to the VUE Bridge Extension, VUE Incremental Indebtedness or
         any VUE Bridge Refinancing and any proceeds the distribution of which
         is otherwise restricted pursuant to the VUE Bridge Extension, VUE
         Incremental Indebtedness or any VUE Bridge Refinancing but not
         including any such proceeds required to be so applied on or prior to
         the VUE Date but not so applied on or prior to the VUE Date; or (iii)
         which are received pursuant to a VUE Excluded Disposal.

         VUE EXCLUDED EQUITY ISSUE PROCEEDS means, prior to the VUE Date, in
         relation to a VUE equity issue, any proceeds required to be applied by
         way of mandatory prepayment or cash collateral of the VUE Bridge
         Extension, VUE Incremental Indebtedness or any VUE Bridge Refinancing
         and any proceeds the distribution of which is otherwise restricted
         pursuant to the VUE Bridge Extension, any VUE Bridge Refinancing or VUE
         Incremental Indebtedness but not including any such proceeds required
         to be so applied on or prior to the VUE Date and not so applied on or
         prior to the VUE Date.

         VUE EXCLUDED PROCEEDS means any VUE Excluded Disposal Proceeds and VUE
         Excluded Equity Issue Proceeds and VUE Excluded Debt Issue Proceeds.

         VUE FOREIGN LENDER means each of Universal Pictures (Australasia) Pty
         Ltd., Universal Pictures Benelux N.V., Universal Studios Canada Inc.,
         Universal Pictures Switzerland GmbH, Universal Pictures Germany GmbH,
         Universal Pictures (Denmark) A.S., Universal


                                       31
<PAGE>
         Pictures Iberia, S.L., Universal Pictures Finland OY, Universal
         Pictures Video (France) SA, Universal Pictures Production Limited,
         Universal Studios Holdings (UK) Ltd, Universal Pictures International
         Operations Limited, Universal Pictures (UK) Limited, Working Title
         Films Limited, Universal Pictures International Limited, Universal
         Pictures International B.V., Universal Studios International B.V.,
         Universal Pictures (Italy) S.R.L., Universal Pictures (Japan) Inc.,
         Meteor Film Prod B.V., Universal Pictures Licensing Benelux B.V.,
         Universal Pictures Benelux B.V., Universal Norway AS and Universal
         Pictures Nordic AB and each other Subsidiary of VUE which becomes a
         permitted lender to VUE Borrower Co. and, in each case, which is party
         to the VUE Subordination Agreement and VUE Borrower Co. Release
         Agreement.

         VUE GROUP means VUE and each of its Subsidiaries.

         VUE INCREMENTAL INDEBTEDNESS means debt proceeds raised by VUE or its
         Subsidiaries up to an aggregate outstanding amount at any time of
         U.S.$600,000,000 (or equivalent in other currencies) which (i) is
         without recourse as to security or guarantees from the Company or any
         other member of the Non-VUE Group, (ii) the terms of which, in respect
         of the making of any distributions in cash or loans or otherwise
         disposing of assets by any member of the VUE Group to a person outside
         the VUE Group is no more restrictive than the terms of the VUE Bridge
         Extension or VUE Bridge Refinancing and (iii) does not contain any
         restriction or prohibition which conflict with the Facility Agreement
         or the VUE Bridge Refinancing.

         VUE LOAN means:

         (a)      as at the date of this Agreement, each loan listed in Part 3
                  of Schedule 15 (Intra Group Loans); and

         (b)      each loan made between a member of the Non-VUE Group and a
                  member of the VUE Group which is permitted by, and is made in
                  accordance with, the provisions of Clause 19.19 (Loans out,
                  Intra Group Loans).

         VUE LOAN AGREEMENT means a loan agreement in the agreed form evidencing
         a VUE Loan.

         VUE PARTNERSHIP AGREEMENT means the agreement entered into on as of 7th
         May, 2002 between the partners of VUE (amended as of 25th November,
         2002).

         VUE RELEVANT RESTRICTION means any restriction on up-streaming of cash
         from a member of the VUE Group to a member of the Non-VUE Group,
         whether by way of dividends, distributions, Intra Group Loans or
         otherwise under the Matsushita Shareholder Agreements, the VUE
         Partnership Agreement, the VUE Transaction Agreement or the VUE Bridge
         Extension (in each case existing and in force at the date of this
         Agreement) or any VUE Bridge Refinancing (provided that, in the case of
         a VUE Bridge Refinancing, such transaction, is permitted or required
         pursuant to the terms of the primary refinancing of the VUE Bridge
         Extension) or any VUE Incremental Indebtedness, including for the
         avoidance of doubt, any tax indemnity due and payable by the Company to
         USAi or payment in lieu thereof pursuant to the arrangements relating
         thereto in force at the date of this Agreement and which would be
         triggered by the making of a distribution or the payment of a dividend
         by VUE.

         VUE RETENTION means at any time in respect of any Debt Issue, Equity
         Issue or Assets Disposal made by any member of the Group, any amount of
         the Net Proceeds, as the case may be, which:

         (a)      is required by any of the VUE Partnership Agreement, the VUE
                  Transaction Agreement and the Matsushita Shareholder
                  Agreements to be retained by any


                                       32
<PAGE>
                  member of the VUE Group or the Music Group or paid by any
                  member of the VUE Group or the Music Group to any third party
                  other than a Lender pursuant to this Agreement;

         (b)      prior to the VUE Date, is required by any member of the VUE
                  Group to maintain liquidity in the ordinary course of
                  business; or

         (c)      prior to the VUE Date, is to be applied in the ordinary course
                  of business of any member of the VUE Group up to a maximum
                  aggregate principal amount of U.S.$25,000,000 (or equivalent
                  in other currencies).

         VUE SIDE LETTER means the letter agreement dated 7th May, 2002 between
         the parties to the VUE Partnership Agreement (other than Barry Diller).

         VUE SUBORDINATION AGREEMENT means the subordination agreement in the
         agreed form between, inter alia, VUE, the VUE Foreign Lenders and
         VUHIC.

         VUE TRANSACTION AGREEMENT means the Amended and Restated Transaction
         Agreement dated as of 16th December, 2001 and entered into between the
         Company, Universal Studios Inc., USA Networks, Inc., USANi LLC, Liberty
         Media Corporation and Barry Diller.

         VUHIC means Vivendi Universal Holding I Corp.

         VUP means Vivendi Universal Publishing S.A.

         WAIVERS AND AMENDMENTS means each waiver, amendment and consent:

         (a)      identified in column 2 of Schedule 13 under or in respect of
                  the Affected Facilities; and

         (b)      from any third party or under any other document which is
                  binding on any member of the Group,

         which is necessary for the entry into and performance by each Obligor
         of the transactions contemplated by the Finance Documents and the High
         Yield Note Documents.

         WITHDRAWAL LIABILITY has the meaning specified in Part I of Subtitle E
         of Title IV of ERISA.

1.2      CONSTRUCTION

(a)      In this Agreement, unless the contrary intention appears, a reference
         to:

         (i)      documents being in the AGREED FORM means documents (A) in a
                  form previously agreed in writing by or on behalf of the
                  Facility Agent and the Company, or (B) in a form substantially
                  as set out in any Schedule to any Finance Document, or (C) (if
                  not falling within (A) or (B) above) in form and substance
                  satisfactory to the Facility Agent (acting on the instructions
                  of the Majority Lenders);

                  an AMENDMENT includes a supplement, novation or re-enactment
                  and AMENDED is to be construed accordingly;

                  ASSETS includes present and future properties, revenues and
                  rights of every description;

                                       33
<PAGE>
                  the AWARENESS or KNOWLEDGE of an Obligor shall be limited to
                  the actual awareness or knowledge of any executive officer or
                  any member of the senior management of that Obligor based upon
                  reasonable enquiry;

                  an AUTHORISATION includes an authorisation, consent, approval,
                  resolution, licence, exemption, filing, registration or
                  notarisation;

                  a CAPITAL CONTRIBUTION means a share capital contribution or
                  shareholder loan;

                  CONTROL means (unless otherwise stated including as stated in
                  the definition of CHANGE OF CONTROL) the power to direct, or
                  cause the direction of, the management or policies of a
                  person, whether through the ownership of voting capital or
                  securities, by contract or otherwise and in connection with a
                  person incorporated in the United States of America the
                  possession, direct or indirect, of the power to vote more than
                  50 per cent. of the voting interests of such person;

                  a CREDIT BALANCE on a cash concentration account means the
                  prior day's closing balance value (EN POSITION);

                  a DEFAULT is "continuing" or "outstanding" if it has not been
                  remedied or waived in accordance with the provisions of this
                  Agreement;

                  DISPOSAL means a sale, transfer, grant, lease or other
                  disposal, whether voluntary or involuntary, and DISPOSE will
                  be construed accordingly;

                  the EQUIVALENT IN OTHER CURRENCIES or like terms, unless
                  otherwise agreed or the context otherwise requires, means the
                  equivalent in one currency of an amount in another currency as
                  determined by the Facility Agent by reference to market rates
                  of exchange prevailing at the time;

                  a MONTH is a reference to a period starting on one day in a
                  calendar month and ending on the numerically corresponding day
                  in the next calendar month, except that:

                  (A)      if there is no numerically corresponding day in the
                           month in which that period ends, that period shall
                           end on the last Business Day in that calendar month;
                           or

                  (B)      if an Interest Period commences on the last Business
                           Day of a calendar month, that Interest Period shall
                           end on the last Business Day in the calendar month in
                           which it is to end;

                  For the purposes of the definitions of:

                  (i)      NET ASSETS DISPOSAL PROCEEDS, NET CEGETEL DISPOSAL
                           PROCEEDS, NET MAROC DISPOSAL PROCEEDS, NET SIT
                           DISPOSAL PROCEEDS and NET VE SHARES DISPOSAL
                           PROCEEDS, the date on which such Disposal shall be
                           MADE, shall mean the date on which an agreement or
                           contract relating to the relevant Disposal has been
                           executed or signed by the relevant member of the
                           Group (whether or not subject to any conditions to
                           closing or completion);

                  (ii)     NET DEBT ISSUE PROCEEDS, the date on which a Debt
                           Issue shall be MADE shall mean the date on which the
                           instrument constituting the Debt Issue has been
                           executed by the relevant member of the Group (whether
                           or not subject to any conditions to closing or
                           completion); and

                                       34
<PAGE>
                  (iii)    NET EQUITY ISSUE PROCEEDS, the date on which an
                           Equity Issue shall be MADE shall mean the date on
                           which the instrument constituting the purchase or
                           subscription of such Equity Issue has been executed
                           by the relevant member of the Group and/or the
                           subscriber as the case may be (whether or not subject
                           to any condition to closing or completion);

                  ORDINARY DIVIDENDS means, in relation to any dividend to be
                  applied pursuant to Clause 7, a dividend declared out of net
                  income or operating profit on a rolling annual basis;

                  a PERSON includes any individual, company, corporation, joint
                  stock company, unincorporated association or body of persons
                  (including a partnership, trust, joint venture or consortium),
                  government, state, agency, international organisation or other
                  entity whether or not having separate legal personality;

                  RECONSTRUCTION includes, in relation to any company, any
                  contribution of part of its business in consideration of
                  shares (apport partiel d'actifs) and any demerger (scission)
                  implemented in accordance with Articles L.236-1 to L.236-2 of
                  the French Commercial Code;

                  a REGULATION includes any decret, regulation, rule, official
                  directive, request or guideline (whether or not having the
                  force of law but if not, being of a type with which the person
                  to which the regulation relates is accustomed to complying) of
                  any governmental, intergovernmental or supranational body,
                  agency, department or regulatory, self-regulatory or other
                  authority or organisation;

                  SG INVESTMENT BANKING is a reference to the investment banking
                  division of Societe Generale and a reference to SG Investment
                  Banking shall include a reference to Societe Generale; and

                  SHARE CAPITAL includes any class of shares, equity securities
                  or other equity instruments carrying a right to vote, or a
                  right to receive dividends, income or other distributions, or
                  any security or instrument which is convertible into, or which
                  confers a right to convert into, such shares, securities or
                  instruments including, without limitation, any depository
                  receipts, depository shares, shares, securities or other
                  instruments issued on or by way of conversion, redemption,
                  bonus, preference, option or otherwise or in respect of any
                  substitution or exchange thereof;

         (ii)     a provision of law is a reference to that provision as amended
                  or re-enacted;

         (iii)    a Clause or a Schedule is a reference to a Clause of or a
                  Schedule to this Agreement;

         (iv)     a person includes its successors, transferees, novatees and
                  assigns;

         (v)      a Finance Document or another document is a reference to that
                  Finance Document or other document as amended; and

         (vi)     a time of day is a reference to Central European time.

(b)      Unless the contrary intention appears, a term used in any other Finance
         Document or in any notice given under or in connection with any Finance
         Document has the same meaning in that Finance Document or notice as in
         this Agreement.

(c)      The index to and the headings in this Agreement are for convenience
         only and are to be ignored in construing this Agreement.


                                       35
<PAGE>
(d)      Unless expressly provided to the contrary in a Finance Document, a
         person who is not a party to a Finance Document may not enforce any of
         its terms under the Contracts (Rights of Third Parties) Act 1999.

(e)      Notwithstanding any term of any Finance Document, the consent of any
         third party is not required for any variation (including any release or
         compromise of any liability under) or termination of that Finance
         Document.

(f)      This Agreement is to be entered into with the benefit of and subject to
         the Security Sharing Agreement.

(g)      Unless expressly provided to the contrary, the obligations of the
         Obligors in connection with any Finance Document are joint and several.

2.       FACILITY

2.1      FACILITY

         Subject to the terms of this Agreement, the Lenders agree to make
         available the following credit facilities to the Company:

         (a)      a dual currency revolving credit facility designated as
                  Tranche A under which the Lenders will, when requested by the
                  Obligors' Agent, make loans in Euro or Dollars to or for the
                  account of the Company during the Tranche A Availability
                  Period up to an aggregate principal Original Euro Amount not
                  exceeding the Tranche A Total Commitments; and

         (b)      a dual currency term loan facility designated as Tranche B
                  under which the Lenders will, when requested by the Obligors'
                  Agent, make loans in Euro or Dollars to or for the account of
                  the Company during the Tranche B Availability Period up to an
                  aggregate principal Original Euro Amount not exceeding the
                  Tranche B Total Commitments.

2.2      NO EXCEEDING TOTAL COMMITMENTS

(a)      The aggregate Original Euro Amount of all outstanding Loans under a
         Tranche shall not, at any time, exceed the Commitments under that
         Tranche.

(b)      No Lender is obliged to lend if it would cause the Original Euro Amount
         of its participations in the Loans in respect of a Tranche to exceed
         its Commitment with respect to such Tranche at that time.

2.3      LIMITATIONS

(a)      Loans must be drawn under Tranche B in priority to Tranche A to the
         fullest extent of any Tranche B Commitment which is available to be
         drawn at the date of any Request.

(b)      No more than 10 Loans may be outstanding at any time.

2.4      NATURE OF A FINANCE PARTY'S RIGHTS AND OBLIGATIONS

(a)      The obligations of a Finance Party under the Finance Documents are
         several. Failure of a Finance Party to carry out those obligations does
         not relieve any other Party of its obligations under the Finance
         Documents. No Finance Party is responsible for the obligations of any
         other Finance Party under the Finance Documents.


                                       36
<PAGE>
(b)      The rights of a Finance Party under the Finance Documents are divided
         rights. A Finance Party may, except as otherwise stated in the Finance
         Documents, separately enforce those rights.

2.5      OBLIGORS' AGENT

(a)      Each Obligor by its execution of this Agreement (including by way of
         execution of a Guarantor Accession Agreement) irrevocably authorizes
         the Company to act on its behalf as its agent in relation to the
         Finance Documents and irrevocably authorises:

         (i)      the Company on its behalf to supply all information concerning
                  itself, its financial condition and otherwise to the Lenders
                  as contemplated under this Agreement and to give all notices
                  and instructions to be given by such Obligor under the Finance
                  Documents (and the Finance Parties may rely on any Requests or
                  other notices given by the Company on behalf of such Obligor),
                  to execute on its behalf any Finance Document (including,
                  without limitation, any waiver or amendment request) and to
                  enter into any agreement in connection with the Finance
                  Documents notwithstanding that the same may affect such
                  Obligor, without further reference to or the consent of such
                  Obligor; and

         (ii)     each Finance Party to give any notice, demand or other
                  communication to be given to or served on such Obligor
                  pursuant to the Finance Documents to the Company on its
                  behalf, and in each such case such Obligor will be bound
                  thereby as though such Obligor itself had given such notice
                  and instructions, executed such agreement or received any such
                  notice, demand or other communications.

         (iii)    Every act, omission, agreement, undertaking, settlement,
                  waiver, notice or other communication given or made by the
                  Company under this Agreement, or in connection with this
                  Agreement (whether or not known to any other Obligor and
                  whether occurring before or after such other Obligor became an
                  Obligor under this Agreement) shall be binding for all
                  purposes on all other Obligors as if the other Obligors had
                  expressly made, given or concurred with the same (and
                  irrespective of whether the Company has complied with its
                  obligations under paragraph (b) below). In the event of any
                  conflict between any notices or other communications of the
                  Company and any other Obligor, those of the Company shall
                  prevail.

(b)      Without prejudice to the foregoing, the Company shall at all times keep
         each Obligor informed of all such actions taken or notices or
         instructions given by the Company on behalf of such Obligor and to the
         extent practicable or desirable consult with and take instructions from
         such Obligor.

3.       PURPOSE

(a)      The purpose of the Facility is:

         (i)      to provide the Company with a liquidity back-up to the
                  disposal of the assets under its disposal programme;

         (ii)     subject to paragraph (b) below, for general corporate
                  purposes.

(b)      The Facility may not be drawn to fund, and no Loan shall be permitted
         to be applied towards:

         (i)      repayment or prepayment of any amounts outstanding under the
                  Repayable Facilities;


                                       37
<PAGE>
         (ii)     any acquisition or investment (other than (A) the acquisition
                  permitted under Clause 19.18(b)(xi)) or (B) any other
                  acquisition or investment made pursuant to the exercise by a
                  third party of a put option existing at the time of this
                  Agreement and disclosed in Schedule 17;

         (iii)    repayment or prepayment of any amounts outstanding under the
                  Multicurrency Revolving Credit Facility; or

         (iv)     repayment, prepayment, redemption, repurchase or defeasance
                  (by way of legal defeasance or covenant defeasance) of any of
                  the High Yield Notes.

(c)      Without affecting the obligations of the Company in any way, no Finance
         Party is bound to monitor or verify the application of any Loan.

(d)      The Company undertakes that no Loan shall be drawn in any way which
         would be illegal under any provision of any law applicable to the
         Company or cause the invalidity or unenforceability of any Loan under
         any applicable law.

4.       CONDITIONS PRECEDENT

4.1      INITIAL CONDITIONS PRECEDENT

         The first Request may not be delivered until the Facility Agent has
         notified the Obligors' Agent and the Lenders that it has received all
         of the documents set out in Part 1 of Schedule 2 in the agreed form no
         later than 60 calendar days from the date of this Agreement. The
         Facility Agent shall promptly notify the Obligors' Agent and the
         Lenders promptly on such receipt.

4.2      FURTHER CONDITIONS PRECEDENT

         The obligation of each Lender to participate in any Loan under Clause
         5.3 (Advance of Loan) is subject to the further conditions precedent
         that:

         (a)      on both the date of the Request and the Drawdown Date:

                  (i)     in the case of a Rollover Loan, the representations
                          and warranties in Clause 18 (Representations and
                          Warranties) to be repeated on those dates are correct
                          in all material respects and will be correct in all
                          material respects immediately after the Loan is made
                          and, in any other case the representations and
                          warranties in Clause 18 (Representations and
                          Warranties) to be repeated on those dates are and will
                          be correct in all respects immediately after the Loan
                          is made;

                  (ii)    in the case of a Rollover Loan, no Event of Default
                          is outstanding or could reasonably be expected to
                          result from the Loan and, in the case of any other
                          Loan, no Default is outstanding or could reasonably be
                          expected to result from the Loan; and

                  (iii)   the Company is in compliance with all provisions of
                          Clause 19.5 (Liquidity). If the Company fails to
                          comply with Clause 19.5 (Liquidity), no Lender will be
                          obliged to participate in any Loan under Clause 5.3
                          (Advance of Loan) during the grace period provided for
                          under Clause 21.3(b) until such time as the Facility
                          Agent, acting on the instructions of the Majority
                          Lenders, confirms to the Obligors' Agent that it has
                          received an up-to-date Liquidity Analysis
                          demonstrating that the aggregate of net cash available
                          and undrawn


                                       38
<PAGE>
                  facilities (including, for the avoidance of doubt, this
                  Facility (as defined in Clause 19.5(a)) for the period of
                  three months from that date is more than E100,000,000,
                  together with a certificate of the Chief Financial Officer of
                  the Company confirming that the Liquidity Analysis has been
                  prepared in good faith and is based on reasonable assumptions;

(b)      no event or series or events has occurred since 7th March, 2003 which,
         in the opinion of the Majority Lenders (acting in good faith), has or
         could reasonably be expected to have a Material Adverse Effect (other
         than any event or change that has occurred and has been disclosed in
         the Original Liquidity Analysis);

(c)      the making of the Loan would not cause Clause 2 (Facility) to be
         contravened; and

(d)      in respect of a Request for a Tranche A Loan prior to a Release
         Condition Date, the aggregate amount of:

         (i)      the requested Loan mentioned in the Request; and

         (ii)     the credit balance of the Concentration Accounts at the date
                  of the Request, does not, in aggregate, exceed E250,000,000,
                  unless the purpose of the proposed Loan is to meet a cash
                  outflow payment:

                  (A)      identified in the Liquidity Analysis most recently
                           delivered to the Facility Agent under this Agreement
                           and falling due no later than two weeks after the
                           proposed Drawdown Date (after taking into account all
                           actual cash inflows and those projected for such
                           period in that Liquidity Analysis); or

                  (B)      of no more than E50,000,000 (in aggregate) falling
                           due in the ordinary course of business.

5.       DRAWDOWN

5.1      AVAILABILITY PERIOD

         The Company may borrow a Loan under a Tranche on any Business Day
         during the Availability Period for that Tranche if the Facility Agent
         receives from the Obligors' Agent, (in the case of the first Request)
         not later than 9.00 a.m. two Business Days, and (in the case of any
         other Request), not later than 11.00 a.m. three Business Days (or four
         Business Days in the case of a Loan in U.S. Dollars), before the
         proposed Drawdown Date, a duly completed Request. Each Request is
         irrevocable.

5.2      COMPLETION OF REQUESTS

         A Request will not be regarded as having been duly completed unless:

         (a)      it identifies the Tranche to which the Loan applies;

         (b)      it complies with Clause 4.1 (Initial conditions precedent);

         (c)      the Drawdown Date is a Business Day falling during the Tranche
                  A Availability Period (in the case of a Tranche A Loan) or the
                  Tranche B Availability Period (in the case of a Tranche B
                  Loan);


                                       39
<PAGE>
         (d)      the Original Euro Amount of the requested Loan is:

                  (i)      (save in the case of a drawing to meet a cash outflow
                           payment under Clause 4.2(d)(ii)(B)) a minimum of
                           E50,000,000 and an integral multiple of E25,000,000;
                           or

                  (ii)     the maximum undrawn amount available under this
                           Agreement for Loans under the relevant Tranche on the
                           proposed Drawdown Date; or

                  (iii)    such other amount as the Facility Agent (acting on
                           the instructions of the Lenders) and the Obligors'
                           Agent may agree;

         (e)      where the purpose of the proposed Loan pursuant to Clause
                  4.2(d)(ii)(A) is to meet a cash outflow payment identified in
                  the Liquidity Analysis most recently delivered to the Facility
                  Agent under this Agreement, such outflow payment is identified
                  in the Request;

         (f)      the amount selected under paragraph (e) above does not cause
                  Clause 2 (Facility) to be contravened;

         (g)      the currency selected complies with Clause 10 (Currency of
                  Loans);

         (h)      the Interest Period selected complies with Clause 8 (Interest
                  Periods) and does not extend beyond the Final Maturity Date;
                  and

         (i)      the payment instructions specify an account of the Company in
                  Paris (in the case of Euro) or in New York (in the case of
                  U.S. Dollars).

                  Each Request must specify one Loan only.

5.3      ADVANCE OF LOAN

(a)      The Facility Agent shall promptly notify each Lender of the details of
         the requested Loan and the amount of its participation in that Loan.

(b)      Subject to the terms of this Agreement, each Lender shall make its
         participation in any Loan available to the Facility Agent for the
         Company in the currency in which it is to be borrowed on the relevant
         Drawdown Date.

(c)      Subject to the terms of this Agreement, the amount of each Lender's
         participation in each Loan will be the proportion of the Loan which its
         Tranche A Commitment or Tranche B Commitment bears respectively to the
         Total Tranche A Commitments or Total Tranche B Commitments on the date
         of receipt by the Facility Agent of the relevant Request.

6.       REPAYMENT

6.1      MATURITY DATES

(a)      The Company shall repay each Tranche A Loan made to it in full on its
         Maturity Date to the Facility Agent for the Lenders.

(b)      The Company shall repay each Tranche B Loan made to it in full on the
         Final Maturity Date to the Facility Agent for the Lenders.


                                       40
<PAGE>
6.2      REBORROWING

         Subject to the other terms of this Agreement, any amount of a Tranche A
         Loan repaid under Clause 6.1(a) (Maturity Dates) may be reborrowed but
         no amount of the Tranche B Loan which is repaid or prepaid may be
         reborrowed.

7.       PREPAYMENT AND CANCELLATION

7.1      AUTOMATIC CANCELLATION

(a)      The undrawn Tranche A Commitment of each Lender shall be automatically
         cancelled at the close of business in Paris on the last day of the
         Tranche A Availability Period.

(b)      The undrawn Tranche B Commitment of each Lender shall be automatically
         cancelled at the close of business in Paris on the last day of the
         Tranche B Availability Period.

7.2      VOLUNTARY PREPAYMENT AND CANCELLATION

(a)      Subject to Clause 26.3 (Other indemnities), the Company may, by the
         Obligors' Agent giving not less than three Business Days' prior notice
         (or such shorter period as the Majority Lenders may agree) to the
         Facility Agent, prepay any Loan made to it in whole or in part on any
         day (but, if in part, in a minimum of E10,000,000 and an integral
         multiple of E5,000,000). Any prepayment of a Loan shall be applied
         against the participations of the Lenders in that Loan pro rata.

(b)      The Company may, without penalty or obligation to indemnify, by the
         Obligors' Agent giving not less than three Business Days' prior notice
         (or such shorter period as the Majority Lenders may agree) to the
         Facility Agent, cancel the unutilised portion of the Total Commitments
         in whole or in part (but, if in part, in a minimum of E10,000,000 and
         an integral multiple of E5,000,000). Any cancellation shall be applied
         pro rata against the Commitments under each Tranche (except at any time
         between a Release Condition Date and the next subsequent Investment
         Downgrading Date when any cancellation shall be applied in such
         proportion against Commitments under each Tranche as determined by the
         Company) and pro rata against each Lender's Commitment in the relevant
         Tranche.

7.3      RIGHT OF PREPAYMENT

         If:

         (a)      the Company is required to pay to a Lender any additional
                  amounts under Clause 12 (Taxes); or

         (b)      the Company is required to pay to a Lender any amount under
                  Clause 14 (Increased Costs),

         then, without prejudice to the obligations of the Company under those
         Clauses, the Obligors' Agent may, whilst the circumstances continue,
         give a notice of prepayment and cancellation to that Lender through the
         Facility Agent. On the date specified in the notice (not being later
         than 10 Business Days after the date the notice is given) the Company
         shall prepay that Lender's participation in all the Loans made to it
         and the Lender's Commitment shall be cancelled.


                                       41
<PAGE>
7.4      MANDATORY PREPAYMENT FROM NET DEBT ISSUE PROCEEDS

         The Company shall ensure that an aggregate amount equal to 33 per cent.
         of Net Debt Issue Proceeds (which, in relation to any member of the
         Cegetel Group or the Maroc Telecom Group, is equal to the proportion of
         the amounts set out in the definition of Net Debt Issue Proceeds which
         is equal to the percentage of the share capital of the relevant member
         of the Cegetel Group or the Maroc Telecom Group owned (directly or
         indirectly) by the Company at the time of the Debt Issue (excluding,
         prior to the SIT Repayment Date, the percentage, if any, of the share
         capital of the relevant member of the Cegetel Group which is held
         (directly or indirectly) by SIT but including such percentage on or
         after the SIT Repayment Date)) is applied in prepayment and
         cancellation of the Facility in the proportion and manner set out in
         Clause 7.14 (Mandatory prepayment and cancellation - application of
         proceeds) and at the time set out in Clause 7.15 (Timing of mandatory
         prepayments and cancellations and Receipt Account) and pending such
         prepayment shall ensure that forthwith on receipt of such proceeds by
         any member of the Group, such an amount is deposited in the Receipt
         Account in accordance with Clause 7.15 (Timing of mandatory prepayments
         and cancellations and Receipt Account).

7.5      MANDATORY PREPAYMENT FROM NET DIVIDEND PROCEEDS

         The Company shall ensure that an aggregate amount equal to 50 per cent.
         of Net Dividend Proceeds is applied in prepayment and cancellation of
         the Facility in the proportion and manner set out in Clause 7.14
         (Mandatory prepayment and cancellation - application of proceeds) and
         at the time set out in Clause 7.15 (Timing of mandatory prepayments and
         cancellations and Receipt Account).

7.6      MANDATORY PREPAYMENT FROM NET EQUITY ISSUE PROCEEDS

         The Company shall ensure that an amount equal to 16 2/3 per cent. (or,
         in relation to any Equity Issue made or entered into on or after the
         Maroc Telecom Date by any member of the Maroc Telecom Group, 33 per
         cent.) of Net Equity Issue Proceeds (which, in relation to any member
         of the Cegetel Group or any member of the Maroc Telecom Group (other
         than in respect of secondary Equity Issues in respect of Maroc
         Telecom), is equal to the proportion of the amounts set out in the
         definition of Net Equity Issue Proceeds which is equal to the
         percentage of the share capital of the relevant member of the Cegetel
         Group or the Maroc Telecom Group (owned directly or indirectly) by the
         Company at the time of the Equity Issue (excluding, prior to the SIT
         Repayment Date, the percentage, if any, of the share capital of the
         relevant member of the Cegetel Group which is held (directly or
         indirectly) by SIT but including such percentage on or after the SIT
         Repayment Date)) is applied in prepayment and cancellation of the
         Facility in the proportion and manner set out in Clause 7.14 (Mandatory
         prepayment and cancellation - application of proceeds) and the Company
         shall ensure that any such amount due is paid at the time set out in
         Clause 7.15 (Timing of mandatory prepayments and cancellations and
         Receipt Account) and pending such prepayment the Company shall ensure
         that forthwith on receipt of such proceeds by any member of the Group,
         such an amount is deposited in the Receipt Account in accordance with
         Clause 7.15 (Timing of mandatory prepayments and cancellations and
         Receipt Account).

7.7      MANDATORY PREPAYMENT FROM VE SHARES DISPOSAL

         The Company shall ensure that an amount equal to 50 per cent. of the
         Net VE Shares Disposal Proceeds is applied in prepayment and
         cancellation of Facility in the proportion and manner set out in Clause
         7.14 (Mandatory prepayment and cancellation - application of proceeds)
         and the Company shall ensure that any such amount due is paid at the
         time set out in Clause 7.15 (Timing of mandatory prepayments and
         cancellations and Receipt Account)


                                       42
<PAGE>
         and pending such prepayment the Company shall ensure that forthwith on
         receipt of such proceeds by any member of the Group, such an amount is
         applied in accordance with Clause 7.15 (Timing of mandatory prepayments
         and cancellations and Receipt Account).

7.8      MANDATORY PREPAYMENT FROM ASSETS DISPOSALS

(a)      Subject to paragraph (b), the Company shall ensure that an amount equal
         to 16 2/3 per cent. (or in the case of an Assets Disposal in respect of
         Maroc Telecom, on or after the Maroc Telecom Date, 33 per cent.) of the
         aggregate amount of all Net Assets Disposal Proceeds, shall be applied
         in prepayment and cancellation of the Facility in the proportion and
         manner set out in Clause 7.14 (Mandatory prepayment and cancellation -
         application of proceeds) and the Company shall ensure that any such
         amount due is paid at the time set out in Clause 7.15 (Timing of
         mandatory prepayments and cancellations and Receipt Account) and
         pending such prepayment the Company shall ensure that forthwith on
         receipt of such proceeds (or, in relation to Net Assets Disposal
         Proceeds comprised by non cash consideration, forthwith upon the
         conversion of that consideration into cash) by a member of the Group,
         such an amount is applied in accordance with Clause 7.15 (Timing of
         mandatory prepayments and cancellations and Receipt Account).

(b)      This Clause 7.8 shall not apply to a disposal:

         (i)      of an asset where the Net Assets Disposal Proceeds are
                  E30,000,000 or less (or equivalent in other currencies);

         (ii)     in the ordinary course of trading of stock in trade, business
                  inventories, fixtures and fittings, furniture and other office
                  equipment; or

         (iii)    of any Permitted Joint Venture.

7.9      MANDATORY PREPAYMENT - CEGETEL DISPOSAL AND SIT DISPOSAL

         The Company shall ensure that an amount equal to 25 per cent. of the
         proportion of the Net Cegetel Disposal Proceeds and the Net SIT
         Disposal Proceeds which is equal to the percentage of the share capital
         of SIT or the relevant member of the Cegetel Group (owned directly or
         indirectly) by the Company at the time of the disposal (excluding,
         prior to the SIT Repayment Date, the percentage, if any, of the share
         capital of the relevant member of the Cegetel Group which is held
         (directly or indirectly) by SIT but including such percentage on or
         after the SIT Repayment Date)) is applied in prepayment and
         cancellation of the Facility in the proportion and manner set out in
         Clause 7.14 (Mandatory prepayment and cancellation - application of
         proceeds) and the Company shall ensure that any such amount due is paid
         at the time set out in Clause 7.15 (Timing of mandatory prepayments and
         cancellations and Receipt Account) and pending such payment, the
         Company shall ensure that forthwith on receipt of such proceeds (or, in
         relation to Net Cegetel Disposal Proceeds and Net SIT Disposal Proceeds
         comprised by non-cash consideration forthwith upon the conversion of
         that consideration into cash) by any member of the Group, such an
         amount is applied in accordance with Clause 7.14 (Mandatory prepayment
         and cancellation - application of proceeds) provided that such
         prepayment and cancellation shall not be required to be made to the
         extent that the Company is unable, by reason of contractual
         restrictions or obligations in any shareholder agreements or the Non
         Recourse Financing in force at the date of this Agreement or by law or
         regulation binding on it, to procure or direct the upstreaming of such
         proceeds (whether by way of intra company loan or dividend or
         otherwise).


                                       43
<PAGE>
7.10     MANDATORY PREPAYMENT - MAROC TELECOM

(a)      The Company shall ensure that on or after the Maroc Telecom Date an
         aggregate amount equal to 100 per cent. of Net Maroc Dividend Proceeds
         is applied in prepayment and cancellation of the Facility in the
         proportion and manner set out in Clause 7.14 (Mandatory prepayment and
         cancellation - application of proceeds) and at the time set out in
         Clause 7.15 (Timing of mandatory prepayments and cancellations and
         Receipt Account).

(b)      The Company shall ensure that on or after the Maroc Telecom Date an
         amount equal to 33 per cent. of the aggregate amount of all Net Maroc
         Disposal Proceeds (being an amount equal to the proportion of the
         amounts set out in the definition of Net Maroc Disposal Proceeds which
         is equal to the percentage of the share capital of the relevant member
         of the Maroc Group (owned directly or indirectly) by the Company at the
         time of the disposal) shall be applied in prepayment and cancellation
         of the Facility in the proportion and manner set out in Clause 7.14
         (Mandatory prepayment and cancellation - application of proceeds) and
         the Company shall ensure that any such amount due is paid at the time
         set out in Clause 7.15 (Timing of mandatory prepayments and
         cancellations and Receipt Account) and pending such prepayment the
         Company shall ensure that forthwith on receipt of such proceeds (or, in
         relation to Net Maroc Disposal Proceeds comprised by non cash
         consideration, forthwith upon the conversion of that consideration into
         cash) by a member of the Group, such an amount is applied in accordance
         with Clause 7.14 (Mandatory prepayment and cancellation - application
         of proceeds) provided that such prepayment and cancellation shall not
         be required to be made to the extent that the Company is unable, by
         reason of contractual restrictions or obligations in any shareholder
         agreement in force at the date of this Agreement to procure or direct
         the upstreaming of such proceeds (whether by way of intra company loan
         or dividend or otherwise).

7.11     MANDATORY PREPAYMENT - NON COMPLIANCE WITH FINANCIAL COVENANTS

(a)      If the Company fails to comply with any provision of Clause 20
         (Financial Covenants), it shall ensure that the Facility shall be
         cancelled in full and the Company shall repay each Loan made to it in
         full to the Facility Agent for the Lenders forthwith and in any event
         by the date falling 15 Business Days from the date of the failure to
         comply with the relevant provision of Clause 20 (Financial Covenants),
         in the manner set out in Clause 7.14 (Mandatory prepayment and
         cancellation - application of proceeds).

(b)      The provisions of this Clause 7.11 shall apply and remain in force at
         all times throughout the term of this Agreement (notwithstanding, for
         the avoidance of doubt, the occurrence of a Release Condition Date).

7.12     MANDATORY PREPAYMENT - CHANGE OF CONTROL

(a)      Upon the occurrence of a Change of Control event (other than under
         paragraph (a) of that definition), the Company shall ensure that the
         Facility shall be cancelled in full and the Company shall repay each
         Loan made to it in full to the Facility Agent for the Lenders forthwith
         and in any event by the date falling 15 Business Days after the date on
         which such Change of Control takes effect, in the manner set out in
         Clause 7.14 (Mandatory prepayment and cancellation - application of
         proceeds).

(b)      Upon the occurrence of a Change of Control event under paragraph (a) of
         that definition:

         (i)      if the relevant Change of Control was not subject to the prior
                  approval or recommendation of the Company's board of directors
                  (conseil d'administration) (a "BOARD APPROVAL") the Total
                  Commitments shall be cancelled in full forthwith and


                                       44
<PAGE>
                  the Company shall repay each Loan made to it in full to the
                  Facility Agent for the Lenders on the date falling 15 Business
                  Days after the date on which such Change of Control becomes
                  legally effective; or

         (ii)     if a Board Approval has been given in respect of the relevant
                  Change of Control, then any Lender may, no later than 30
                  calendar days following the Change of Control becoming legally
                  effective, notify the Obligors' Agent (through the Facility
                  Agent) that its participation in the Loan is to be prepaid in
                  full and that its Commitment be cancelled. If a Lender
                  delivers a notice under this paragraph (ii):

                  (A)      on the date of that notice the Lender's Commitment
                           shall be cancelled; and

                  (B)      on the date following 5 Business Days after the date
                           of the notice the Company shall prepay that Lender's
                           participation in the Loans in full.

(c)      The provisions of this Clause 7.12 shall apply and remain in force at
         all times throughout the term of this Agreement (notwithstanding, for
         the avoidance of doubt, the occurrence of a Release Condition Date).

7.13     MANDATORY PREPAYMENT AND CANCELLATION - HIGH YIELD/SIT

(a)      The Facility will be automatically terminated and the Total Commitments
         then not cancelled shall be automatically reduced and cancelled at the
         close of business on the Special Mandatory Cancellation Date.

(b)      If the relevant member of the Group does not comply with its
         obligations under the drag along and/or tag along rights granted to SIT
         in respect of shares in Cegetel and/or the Acquired Shares, then the
         Total Commitments shall be cancelled in full forthwith and the Company
         shall forthwith repay each Loan made to it in full to the Facility
         Agent for the Lenders.

(c)      The provisions of paragraphs (a) and (b), above, shall apply and remain
         in force at all times throughout the term of this Agreement
         (notwithstanding, for the avoidance of doubt, the occurrence of a
         Release Condition Date).

7.14     MANDATORY PREPAYMENT AND CANCELLATION - APPLICATION OF PROCEEDS

(a)      All amounts required to be prepaid under Clauses 7.4 (Mandatory
         prepayment from Net Debt Issue Proceeds) through to 7.13 (Mandatory
         prepayment and cancellation - High Yield/SIT) shall be applied in
         prepayment of each of Tranche A Loans and Tranche B Loans then
         outstanding pro rata in proportion to the outstanding Loans.

(b)      Where an amount is to be applied in prepayment of any Loans under this
         Clause 7.14 and either no Loan is outstanding or such amount is greater
         than the then outstanding amount of Loans, if no Loan is outstanding,
         such amount or otherwise, an amount equal to the difference between
         such amount and the amount of Loans actually prepaid shall be applied
         in cancellation of the undrawn Total Commitments and the remaining cash
         proceeds (if any) shall be retained by the Company.

7.15     TIMING OF MANDATORY PREPAYMENTS AND CANCELLATIONS AND RECEIPT ACCOUNT

(a)      Any mandatory prepayment of a Loan due under a Tranche pursuant to
         Clause 7.4 (Mandatory prepayment from Net Debt Issue Proceeds), Clause
         7.6 (Mandatory prepayment from Net Equity Issue Proceeds), Clause 7.7
         (Mandatory prepayment from VE Shares Disposal), and Clauses 7.9
         (Mandatory Prepayment - Cegetel Disposal and SIT Disposal) and


                                       45
<PAGE>
         7.8 (Mandatory prepayment from Assets Disposals) and 7.10(b) (Mandatory
         prepayment - Maroc Telecom) shall be due on and from receipt of the
         relevant Net Proceeds by the relevant member of the Group party to any
         such debt issue, equity issue or disposal and shall be paid either:

         (i)      on the earlier of the date falling three months from the
                  receipt of the relevant Net Proceeds and the last day of the
                  Interest Period for that Loan during which the relevant Net
                  Proceeds were received (or, converted into cash in relation to
                  Net Assets Disposal Proceeds comprised by non-cash
                  consideration) by a member of the Group; or

         (ii)     at such earlier time following receipt of such Net Proceeds
                  (or, their conversion into cash in relation to Net Assets
                  Disposal Proceeds comprised by non-cash consideration) by a
                  member of the Group as the Facility Agent (only upon the
                  occurrence of an Event of Default which is continuing), or as
                  the Company, shall direct.

(b)      Any mandatory prepayment of a Loan due under a Tranche under Clause 7.5
         (Mandatory prepayment from Net Dividend Proceeds) and Clause 7.10(a)
         (Mandatory prepayment - Maroc Telecom)) shall be due on and from the
         date the dividend is declared and shall be paid on the last day of the
         Interest Period for that Loan during which the relevant dividend was
         paid.

(c)      Any cancellation of Commitments pursuant to Clause 7.14 (Mandatory
         prepayment and cancellation - application of proceeds) shall be made on
         the day on which either the relevant Net Proceeds were received (or
         converted into cash in the case of Net Assets Disposal Proceeds and Net
         Maroc Disposal Proceeds comprised by non-cash consideration) by a
         member of the Group or (in the case of Clauses 7.5 and 7.10(a)) on the
         date the relevant dividend was declared.

(d)      Pending the application of any amount required to be prepaid under this
         Facility in accordance with this Clause 7 (Prepayment and Cancellation)
         any such amount shall be deposited in the Receipt Account.

(e)      Each Obligor irrevocably authorises and instructs the Security Agent to
         apply any amount deposited in the Receipt Account towards prepayment of
         the Loans or (if applicable) payment to the Obligors, as the case may
         be (in the case of the Loans, at the times referred to in paragraphs
         (a) (i) and (ii) above or, in the case of payment to the Obligors,
         promptly following deposit of the same).

(f)      Amounts standing to the credit of the Receipt Account (and any interest
         accruing in respect thereof) may not be withdrawn and may only be used
         (i) in mandatory prepayment of the Loans on the earlier of (A) the last
         day of the Interest Period for the relevant Loan, (B) such time as the
         Company shall direct in accordance with Clause 7.15(a)(ii) and (C) on
         the date falling three months from the receipt thereof and/or (ii)
         following the occurrence of an Event of Default which is continuing, in
         payment of any amounts due to the Finance Parties under the Finance
         Documents and/or (iii) (if applicable) in payment to the Obligors.

7.16     MISCELLANEOUS PROVISIONS

(a)      Any notice of prepayment and/or cancellation under this Agreement is
         irrevocable. The Facility Agent shall notify the Lenders promptly of
         receipt of any such notice.


                                       46
<PAGE>
(b)      All prepayments under this Agreement shall be made together with
         accrued interest on the amount prepaid and, subject to any Break Costs
         pursuant to Clause 26.3 (Other indemnities), without premium or
         penalty.

(c)      Any partial prepayment of the Loans under a Tranche will be applied
         against the Loans comprised in that Tranche pro rata.

(d)      No prepayment or cancellation is permitted except in accordance with
         the express terms of this Agreement.

(e)      No amount of the Total Commitments cancelled under this Agreement may
         subsequently be reinstated.

(f)      Without prejudice to the rights of the Company to re-borrow under
         Clause 6.2 (Reborrowing), no amounts of any mandatory payment prepaid
         by the Company may be reborrowed. Where an amount of any mandatory
         prepayment is prepaid the corresponding Commitment will be cancelled
         automatically.

(g)      Each Obligor shall ensure that none of its Subsidiaries will be under
         any restriction (other than any restriction or obligation under any VUE
         Incremental Indebtedness or VUE Bridge Refinancing or any shareholder
         restriction or obligation existing prior to the date of this Agreement
         including without limitation under the Matsushita Shareholder
         Agreements, the Maroc Telecom Shareholder Agreement, the Transtel
         Shareholder Agreement, the Cegetel Shareholder Agreement, the SFR
         Shareholder Agreement, the VUE Partnership Agreement, the VUE
         Transaction Agreement, the VUE Bridge Extension or the Non Recourse
         Financing in each case existing and in force prior to the date of this
         Agreement or imposed by law or regulation binding on it) to pay, make
         or declare any dividends, return on capital, repayment of capital
         contributions or other distributions (whether in cash or in kind) or
         make any distribution of assets or other payments whatsoever in respect
         of share capital or up-stream amounts (whether by Intra Group Loan or
         otherwise), whether directly or indirectly, in each case, to the extent
         necessary to meet its payment obligations under Clauses 7.4 (Mandatory
         prepayment from Net Debt Issue Proceeds) to 7.14 (Mandatory prepayment
         and cancellation - application of proceeds) above and to the fullest
         extent permitted by law and contractual restrictions (including,
         without limitation, for the avoidance of doubt, under the Matsushita
         Shareholder Agreements, VUE Partnership Agreement and the VUE
         Transaction Agreement) existing at the date of this Agreement and each
         Obligor shall use its reasonable endeavours to ensure that the same are
         paid, made or declared.

(h)      Subject to paragraphs (g) and (i) of this Clause, the Company shall, to
         the fullest extent permitted by applicable law, procure that all Net
         Proceeds are made available to it promptly following receipt thereof by
         the relevant member of the Group.

(i)      Each Obligor shall use its reasonable endeavours to procure (subject to
         any contractual restrictions existing on the date of this Agreement or
         restrictions imposed by law or regulation binding on it) that any
         member of the Cegetel Group, SIT, any member of the Maroc Telecom Group
         and/or Transtel upstreams to its shareholders (whether by way of
         dividend, (subject to any restriction imposed by the Non Recourse
         Financing on the up-streaming of intercompany loans to be made by
         Cegetel) intra company loan or otherwise) Net Assets Disposal Proceeds
         received by it or its Subsidiaries.

(j)      Until a Release Condition Date occurs, the Company will not make any
         voluntary prepayment or cancellation under the Existing Bank Debt
         unless it also makes a voluntary prepayment or cancellation under this
         Agreement at the same time and in the same amount. If a Release
         Condition Date occurs but any time thereafter an Investment Downgrading
         Date occurs the


                                       47
<PAGE>
         provisions of this paragraph (j) shall be automatically reinstated and
         remain in force from the Investment Downgrading Date until such time as
         a Release Condition Date occurs again in which case the provisions of
         the first sentence of this Clause shall apply.

(k)      The Company will not amend or vary (or agree to amend or vary) any
         mandatory prepayment provision of the Existing Bank Debt in any way
         which results or could reasonably be expected to result, in the opinion
         of the Majority Lenders, in any such provision becoming more onerous to
         the Company or otherwise be detrimental or prejudicial to their rights
         and remedies under the Finance Documents (including, without
         limitation, any amendment to the relevant mandatory prepayment
         percentages) than those in force at the date of this Agreement without
         the prior written consent of the Majority Lenders.

(l)      (i)      If any amount is required to be applied in prepayment and
                  cancellation of the Facility, in respect of any Disposal, Debt
                  Issue or Equity Issue made by any member of the VUE Group
                  (other than any Asset Disposal or secondary Equity Issue by
                  the Company of its interest in VUE or of all or substantially
                  all of the assets of the VUE Group in any one or more related
                  transactions), the Company shall be obliged to use its
                  reasonable endeavours to upstream (subject to any VUE Relevant
                  Restriction) by way of distributions/dividends or Intra Group
                  Loans an amount equal to such amount in order to make any such
                  prepayment and cancellation of the Facility, provided that:

                  (A)      to the extent that the Company cannot at any time,
                           due to any VUE Relevant Restriction, so up-stream any
                           such amount in full by way of distributions/dividends
                           and so apply the relevant proceeds in full in
                           prepayment and cancellation of the Facility, the
                           Company shall further use its reasonable endeavours
                           to up-stream an amount equivalent to the shortfall by
                           way of Intra Group Loans; and

                  (B)      to the extent that the Company cannot at any time,
                           due to any VUE Relevant Restriction, apply the
                           proceeds of any up-streaming by way of Intra Group
                           Loan in full prepayment and cancellation of the
                           Facility, the Company shall not be required so to
                           apply such proceeds, but shall deposit such proceeds
                           promptly upon receipt of the same in the
                           Concentration Accounts.

         (ii)     For the avoidance of doubt, if any amount is required to be
                  applied in prepayment and cancellation of the Facility, in
                  respect of any Asset Disposal or secondary Equity Issue by the
                  Company of its interest in VUE or of all or substantially all
                  of the assets of the VUE Group in any one or more related
                  transactions, the Company shall be obliged to apply an amount
                  equal to any such amount in prepayment and cancellation of the
                  Facility notwithstanding any VUE Relevant Restriction binding
                  upon the Company or any other member of the Group with regard
                  to the upstreaming orpayment of any such amount (whether by
                  way of dividend or Intra Group Loan) and otherwise in
                  accordance with the terms of this Agreement.

(m)      (i)      The provisions of Clauses 7.4 (Mandatory prepayment from
                  Net Debt Issue Proceeds) to 7.10 (Mandatory prepayment - Maroc
                  Telecom), inclusive, shall apply and remain in force at all
                  times throughout the term of this Agreement unless and until
                  the Company obtains an Investment Grade Rating and for so long
                  as the Company maintains an Investment Grade Rating. If an
                  Investment Grade Rating Date occurs and until the occurrence
                  of an Investment Downgrading Date, then the provisions of
                  Clause 7.4 (Mandatory prepayment from Net Debt Issue Proceeds)
                  to 7.10 (Mandatory prepayment - Maroc Telecom) shall cease to
                  apply except with respect to any Net Proceeds received after
                  the Investment Grade Rating Date in relation to any Disposal,
                  Debt Issue, or Equity Issue made before the Investment Grade
                  Rating Date


                                       48
<PAGE>
                  or any Net Dividend Proceeds declared prior to the Investment
                  Grade Rating Date which shall be applied in accordance with
                  the provisions of Clause 7.4 (Mandatory prepayment from Net
                  Debt Issue Proceeds) to 7.10 (Mandatory prepayment - Maroc
                  Telecom) inclusive, notwithstanding that the Company has an
                  Investment Grade Rating.

         (ii)     If the Company obtains an Investment Grade Rating but at any
                  time thereafter an Investment Downgrading Date occurs, all the
                  provisions of Clauses 7.4 (Mandatory prepayment from Net Debt
                  Issue Proceeds) to 7.10 (Mandatory prepayment - Maroc
                  Telecom), inclusive, shall be automatically reinstated and
                  apply from the Investment Downgrading Date with respect to any
                  Disposal, Debt Issue or Equity Issue made on or after the
                  Investment Downgrading Date or any Net Dividend Proceeds
                  declared on or after the Investment Downgrading Date, in each
                  case, until the Company obtains an Investment Grade Rating in
                  which case the provisions of sub-paragraph (i) above shall
                  then apply.

8.       INTEREST PERIODS

8.1      GENERAL

(a)      Each Tranche A Loan has only one Interest Period.

(b)      Each Tranche B Loan will have successive Interest Periods.

8.2      DURATION

(a)      Each Interest Period for a Tranche A Loan will commence on its Drawdown
         Date. Each Interest Period for a Tranche B Loan will commence on its
         Drawdown Date or the expiry of its preceding Interest Period.

(b)      Subject to the following provisions of this Clause 8, each Interest
         Period will be one, two, three or six months selected by the Obligors'
         Agent or such shorter period as may be agreed with the Facility Agent.

(c)      The Obligors' Agent shall select an Interest Period for a Tranche A
         Loan in the relevant Request. The Obligors' Agent shall select the
         Interest Period for a Tranche B Loan in the relevant Request, or, if
         the Tranche B Loan has been borrowed, in a notice received by the
         Facility Agent no later than 11.00 a.m. three Business Days before the
         commencement of that Interest Period.

(d)      If the Obligors' Agent fails to select an Interest Period for a Tranche
         A Loan or a Tranche B Loan in accordance with paragraph (c) above, that
         Interest Period will, subject to the other provisions of this Clause 8,
         be three months.

(e)      Notwithstanding paragraph (b) above, prior to the Syndication Date each
         Interest Period shall (subject to the following provisions of this
         Clause) be one week or such longer period as agreed by the Obligors'
         Agent and the Facility Agent (after consultation with the Lenders).

8.3      NON-BUSINESS DAYS

         If an Interest Period would otherwise end on a day which is not a
         Business Day, that Interest Period shall instead end on the next
         Business Day in that calendar month (if there is one) or the preceding
         Business Day (if there is not).


                                       49
<PAGE>
8.4      CONSOLIDATION

         Notwithstanding Clause 8.2 (Duration), the first Interest Period for
         each Tranche B Loan shall end on the same day as the current Interest
         Period for any other Tranche B Loan denominated in the same currency as
         that Tranche B Loan. On the last day of those Interest Periods, those
         Tranche B Loans shall be treated as one Tranche B Loan.

8.5      NO OVERRUNNING OF THE FINAL MATURITY DATE

         If an Interest Period for a Loan would otherwise overrun the Final
         Maturity Date, it shall be shortened so that it ends on the Final
         Maturity Date.

8.6      OTHER ADJUSTMENTS

         The Facility Agent (after consultation with the Lenders) and the
         Company may enter into such other arrangements as they may agree for
         the adjustment of Interest Periods and the consolidation and/or
         splitting of Loans.

8.7      NOTIFICATION

         The Facility Agent shall notify the Lenders and the Obligors' Agent of
         the duration of each Interest Period promptly after ascertaining its
         duration.

8.8      EFFECTIVE GLOBAL RATE

         In order to comply with the provisions of Articles L313-1 and L313-2 of
         the French consumer Code (Code de la Consommation) the effective global
         rate (taux effectif global) calculated in accordance with the articles
         referred to above is as set out in a letter dated the date of this
         Agreement from the Facility Agent to the Obligor's Agent.

9.       INTEREST

9.1      INTEREST RATE

(a)      (i)      The rate of interest on each Loan for its Interest Period
                  is the rate per annum determined by the Facility Agent to be
                  the aggregate of the applicable:

                  (A)      Applicable Margin; and

                  (B)      EURIBOR in respect of a Loan denominated in Euro, or
                           LIBOR in the case of a Loan in U.S. Dollars.

         (ii)     In addition to interest under sub-paragraph (i), the Company
                  shall also pay to the Facility Agent for each Lender, that
                  Lender's Mandatory Cost (if any).

(b)      Mandatory Costs due under paragraph (a)(ii) shall be notified by each
         Lender to the Obligors' Agent through the Facility Agent on an annual
         basis and, in relation to a Lender which ceases to be a Lender, on or
         before the date it ceases to be a Lender, and in each case shall be due
         within five Business Days of the relevant notification.

9.2      DUE DATES

         Except as otherwise provided in this Agreement, accrued interest on
         each Loan is payable by the Company on the last day of each Interest
         Period for that Loan.


                                       50
<PAGE>
9.3      MARGIN ADJUSTMENT

(a)      Subject to the following provisions of this Clause 9.3, the Applicable
         Margin, in respect of Tranche A and in respect of Tranche B is 2.75 per
         cent. per annum.

(b)      The Applicable Margin (expressed as a percentage per annum) in respect
         of Tranche A Loans only will be adjusted from time to time in
         accordance with this Clause 9.3 and shall be equal to the percentage
         rate per annum specified in the table below set opposite the long term
         unsecured credit ratings assigned by both (but not one of) S&P and
         Moody's to the Company, as follows:

<TABLE>
<CAPTION>
                  RATINGS S&P                    RATINGS MOODY'S                     TRANCHE A MARGIN
                                                                                         (% P.A.)
<S>                                              <C>                                 <C>
                  B+ or lower                      B 1 or lower                           2.75%
                      BB-                              Ba 3                               2.00%
                       BB                              Ba 2                               1.75%
                      BB+                              Ba 1                               1.50%
                      BBB-                            Baa 3                               1.25%
                 BBB or higher                   Baa 2 or higher                          1.00%
</TABLE>

(c)      If the long term unsecured credit rating assigned to the Company by one
         of Moody's or S&P is lower than the long term unsecured credit rating
         of the other so assigned, then the Applicable Margin will be determined
         on the basis of the lower rating.

(d)      Notwithstanding any other provision in this Clause 9.3, no reduction to
         the Applicable Margin in respect of Tranche A shall be available before
         the date falling six months from the first Drawdown Date.

(e)      Any adjustment to the Applicable Margin (whether upwards or downwards)
         in accordance with this Clause 9.3 will take effect immediately upon
         the later date of official confirmation by S&P and Moody's (in the case
         of a ratings upgrade) or the date of publication by S&P and Moody's (in
         the case of a ratings downgrade), in each case of any relevant change
         to the long term unsecured credit rating assigned by them to the
         Company.

(f)      If at any time either Moody's or S&P (the WITHDRAWING RATING AGENCY)
         for any reason do not, or cease to, assign a long term unsecured credit
         rating (CREDIT RATING) to the Company by, the Company shall within 15
         calendar days of the date on which the credit rating ceases to be
         assigned (the NON RATING DATE), appoint Fitch, or with the agreement of
         the Facility Agent acting on the instructions of the Majority Lenders,
         acting reasonably, another rating agency (each a REPLACEMENT RATING
         AGENCY). The Facility Agent shall, in consultation with the Company,
         select the applicable equivalent ratings grid of such replacement
         rating agency for the purposes of paragraph (b) above which shall, with
         the prior consent of the Majority Lenders, be binding on all Parties.
         The replacement rating agency shall assign a credit rating to the
         Company within 90 calendar days. If (i) the Company fails to appoint a
         replacement rating agency within 15 calendar days of the non rating
         date, or (ii) if appointed, the replacement rating agency fails to
         assign a credit rating to the Company within 90 calendar days of the
         non rating date, the Applicable Margin in respect of Tranche A shall be
         2.75 per cent. per annum. On and after the non rating date, the then
         Applicable Margin shall continue until the date of official
         confirmation by the replacement rating agency (in the case of a ratings
         upgrade) or the date of publication by the replacement rating agency
         (in the case of a ratings downgrade) (the ADJUSTMENT DATE). If the
         credit rating assigned to the Company by the replacement rating agency
         is lower than the last credit rating assigned by the withdrawing rating
         agency, the Company shall pay to the Facility Agent forthwith on demand
         the sum determined by the Facility Agent to be the difference between
         the then Applicable Margin for


                                       51
<PAGE>
         the period from the non rating date until the adjustment date and the
         Applicable Margin which would have applied had it been determined by
         reference to the credit rating assigned by the replacement rating
         agency for the same period. (g) Promptly upon becoming aware of the
         same, the Company shall notify the Facility Agent in writing if any
         change in the long term unsecured credit rating assigned to it by
         Moody's and/or S&P occurs or the circumstances contemplated in
         paragraphs (c), (e) or (f) arise.

9.4      DEFAULT INTEREST

(a)      If an Obligor fails to pay any amount payable by it to a Finance Party
         under the Finance Documents, it shall, forthwith on demand by the
         Facility Agent, pay interest on the overdue amount from the due date up
         to the date of actual payment, as well after as before judgment, at a
         rate (the DEFAULT RATE) determined by the Facility Agent to be two per
         cent. per annum above the higher of:

         (i)      the rate on the overdue amount under Clause 9.1 (Interest
                  rate) immediately before the due date (if of principal); and

         (ii)     the rate which would have been payable if the overdue amount
                  had, during the period of non-payment, constituted a Loan in
                  the currency of the overdue amount for such successive
                  Interest Periods of such duration (not exceeding three months)
                  as the Facility Agent may determine (each a DESIGNATED
                  INTEREST PERIOD).

(b)      If the Facility Agent determines that deposits in the currency of the
         overdue amount are not at the relevant time being made available by the
         Reference Banks to leading banks in the relevant interbank market, the
         default rate will be determined by reference to the cost of funds to
         the Facility Agent from whatever sources it may reasonably select.

(c)      The default rate will be determined by the Facility Agent on each
         Business Day or the first day of, or two Business Days before the first
         day of, the relevant Designated Interest Period, as appropriate.

(d)      Default interest will be compounded at the end of each Designated
         Interest Period.

(e)      For the avoidance of doubt, default interest shall not be payable on
         any amount due under Clause 7 (Prepayment and Cancellation) for
         mandatory prepayments which are to be paid on the last day of the
         relevant Interest Period or any such amount, unless it is not prepaid
         on such date.

9.5      NOTIFICATION

         The Facility Agent shall promptly notify each other relevant Party of
         the determination of a rate of interest under this Agreement.

10.      CURRENCY OF LOANS

10.1     SELECTION

(a)      The Obligors' Agent shall select the currency of a Loan in the relevant
         Request.

(b)      The currency of each Loan must be Euro or U.S. Dollars.

(c)      A Loan may not be denominated in more than one currency.


                                       52
<PAGE>
(d)      The Facility Agent shall notify each Lender and the Obligors' Agent of
         the currency and the Original Euro Amount of each Loan to be
         denominated in U.S. Dollars, and the applicable Spot Rate of Exchange,
         promptly after they are ascertained.

(e)      If before 10.30 a.m. (Paris time) on any Rate Fixing Date, the Facility
         Agent receives notice from a Lender that it is impracticable for that
         Lender (the AFFECTED LENDER) to fund its participation in the relevant
         Loan in U.S. Dollars during the Interest Period for that Loan in the
         ordinary course of business in the relevant interbank market and/or any
         such Loan might contravene any law or regulation that Loan will not be
         made in U.S. Dollars but the Affected Lender's participation in the
         Loan (or if more than one Lender is similarly affected, those Lenders
         participation in the Loan) shall be treated as a separate Loan
         denominated in Euros and the Facility Agent shall determine the
         relevant EURIBOR.

10.2     TRANCHE B LOAN - IN U.S. DOLLARS

(a)      At the end of each Interest Period for a Tranche B Loan denominated in
         U.S. Dollars, the Facility Agent shall calculate the difference between
         the amount of the Tranche B Loan in U.S. Dollars for the current
         Interest Period and the amount of the Tranche B Loan in U.S. Dollars
         for the next Interest Period. For these purposes, the amount of the
         Tranche B Loan in U.S. Dollars for the next Interest Period will be
         determined by notionally converting into U.S. Dollars the Original Euro
         Amount of the Tranche B Loan on the basis of the Spot Rate of Exchange
         one Business Day before the Rate Fixing Day for that new Interest
         Period.

(b)      At the end of the current Interest Period (but always subject to
         paragraph (c)) below if the amount of the Tranche B Loan in U.S.
         Dollars for the next Interest Period is less than for the preceding
         Interest Period, the Facility Agent shall promptly notify the Obligors'
         Agent and the Company shall repay the difference on the last day of the
         current Interest Period.

(c)      If the Spot Rate of Exchange for the next Interest Period shows an
         appreciation or depreciation of U.S. Dollars against Euros of less than
         5 per cent. when compared with the Original Exchange Rate, no amounts
         are payable in respect of the difference. In this Clause 10, ORIGINAL
         EXCHANGE RATE means the Spot Rate of Exchange used for determining the
         amount of a Tranche B Loan in U.S. Dollars for the Interest Period
         which is the later of the following:

         (i)      the first Interest Period of that Tranche B Loan; and

         (ii)     the most recent Interest Period immediately prior to which a
                  difference was required to be paid under this Clause 10.2.

10.3     PREPAYMENTS AND REPAYMENTS

         If a Tranche B Loan is to be prepaid by reference to an Original Euro
         Amount, the amount in U.S. Dollars to be repaid or prepaid shall be
         determined by reference to the Spot Rate of Exchange last used for
         determining the amount of that Loan in U.S. Dollars under this Clause
         10 or, if applicable, the Original Exchange Rate.

10.4     NOTIFICATION

         The Facility Agent shall notify the Lenders and the Obligors' Agent of
         any amounts (and the applicable Spot Rate of Exchange) and whether any
         payment is required to be made under this Clause 10 promptly after they
         are ascertained.


                                       53
<PAGE>
11.      PAYMENTS

11.1     PLACE

         Unless a Finance Document expressly specifies that payments are to be
         made under it in another manner, all payments by an Obligor or a Lender
         under the Finance Documents shall be made to the Facility Agent to its
         account at such office or bank:

         (a)      in the case of U.S. Dollars, New York; or

         (b)      in the case of Euro, in the principal financial centre of a
                  Participating Member State or London,

         as it may notify to the Obligors' Agent or Lender for this purpose by
         not less than five Business Days' prior notice. Notwithstanding the
         above, all payments by the Company or the Obligors' Agent to the
         Lenders under Clauses 23.1 (Arrangement fees) and Clause 24 (Expenses)
         shall be made direct to the Facility Agent (for distribution to the
         Mandated Lead Arrangers).

11.2     FUNDS

         Payments under the Finance Documents to the Facility Agent shall be
         made for value on the due date at such times and in such funds as the
         Facility Agent may specify to the Party concerned as being customary at
         the time for the settlement of transactions in the relevant currency in
         the place for payment.

11.3     DISTRIBUTION

(a)      Each payment received by the Facility Agent under the Finance Documents
         for another Party shall, subject to paragraphs (b), (c) and (d) below,
         be made available by the Facility Agent to that Party by payment (on
         the date and in the currency and funds of receipt) to its account with
         such office or bank in the principal financial centre of the country of
         the relevant currency as it may notify to the Facility Agent for this
         purpose by not less than five Business Days' prior notice.

(b)      The Facility Agent may apply any amount received by it for an Obligor
         in or towards payment (on the date and in the currency and funds of
         receipt) of any amount due from that Obligor under this Agreement or in
         or towards the purchase of any amount of any currency to be so applied.

(c)      Where a sum is to be paid to the Facility Agent under the Finance
         Documents for another Party, the Facility Agent is not obliged to pay
         that sum to that Party until it has established that it has actually
         received that sum. The Facility Agent may, however, assume that the sum
         has been paid to it in accordance with this Agreement, and, in reliance
         on that assumption, make available to that Party a corresponding
         amount. If the sum has not been made available but the Facility Agent
         has paid a corresponding amount to another Party, that Party shall
         forthwith on demand by the Facility Agent refund the corresponding
         amount together with interest on that amount from the date of payment
         to the date of receipt, calculated at a rate determined by the Facility
         Agent to reflect its cost of funds.

11.4     CURRENCY

(a)      A repayment or prepayment of a Loan is payable in the currency in which
         the Loan is denominated on its due date.


                                       54
<PAGE>
(b)      Interest is payable in the currency in which the relevant amount in
         respect of which it is payable is denominated.

(c)      Amounts payable in respect of costs, expenses and Taxes and the like
         are payable in the currency in which they are incurred.

(d)      Any other amount payable under the Finance Documents is, except as
         otherwise provided in this Agreement, payable in Euro.

11.5     SET-OFF AND COUNTERCLAIM

         All payments made by an Obligor to a Finance Party under the Finance
         Documents shall be made without set-off or counterclaim.

11.6     NON-BUSINESS DAYS

(a)      Save as otherwise provided by this Agreement, if a payment to a Finance
         Party under the Finance Documents is due on a day which is not a
         Business Day or a Target Day, the due date for that payment shall
         instead be the next Business Day or Target Day in the same calendar
         month (if there is one) or the preceding Business Day or Target Day (if
         there is not).

(b)      During any extension of the due date for payment of any principal under
         this Agreement interest is payable on that principal at the rate
         payable on the original due date.

11.7     PARTIAL PAYMENTS

(a)      If the Facility Agent receives a payment insufficient to discharge all
         the amounts then due and payable by the Obligors to the Finance Parties
         under the Finance Documents, the Facility Agent shall apply that
         payment towards the obligations of the Obligors under the Finance
         Documents in the following order:

         (i)      FIRST, in or towards payment pro rata of any unpaid fees,
                  costs and expenses of each Agent under the Finance Documents;

         (ii)     SECONDLY, in or towards payment pro rata of any accrued
                  interest due but unpaid under this Agreement;

         (iii)    THIRDLY, in or towards payment pro rata of any principal due
                  but unpaid under this Agreement; and

         (iv)     FOURTHLY, in or towards payment pro rata of any other sum due
                  but unpaid under the Finance Documents.

(b)      The Facility Agent shall, if so directed by all the Lenders, vary the
         order set out in sub-paragraphs (a)(ii) to (iv) above.

(c)      Paragraphs (a) and (b) above will override any appropriation made by an
         Obligor.

12.      TAXES

12.1     TAXES

(a)      All payments by each Obligor under the Finance Documents shall be made
         free and clear of and without any deduction for or on account of any
         Taxes, except to the extent that an Obligor is required by law to make
         payment subject to any Taxes. Subject to paragraphs (b)


                                       55
<PAGE>
         and (c) below, if any Taxes or amounts in respect of Taxes must be
         deducted from any amounts payable or paid by an Obligor, or paid or
         payable by the Facility Agent to a Lender, under the Finance Documents,
         the Obligor concerned shall pay such additional amounts as may be
         necessary to ensure that the relevant Lender receives a net amount
         equal to the full amount which it would have received had payment not
         been made subject to any deduction for or on account of any Taxes.

(b)      If an Obligor is, or becomes obliged, to make any deductions from any
         amounts paid or payable by that Obligor to a Finance Party and is
         prevented by applicable law from paying the additional amounts referred
         to in paragraph (a) above:

         (i)      the Finance Party (if a Lender) may, by notice to the
                  Obligors' Agent through the Facility Agent, require the
                  relevant Obligor to prepay all or part of its participation in
                  the Loan; and

         (ii)     the relevant Obligor shall prepay the participation of that
                  Lender in the Loans made to it on the date falling 20 calendar
                  days after the date of the notice,

         provided that notwithstanding such prepayment the Obligor concerned
         shall be obliged to pay the additional amounts to that Lender which it
         is prevented from paying as soon as it may legally do so and such
         obligation shall survive any cancellation or termination of this
         Agreement.

(c)      No Obligor is obliged to pay any additional amounts for the account of
         a Finance Party pursuant to paragraph (a) above in respect of any
         deduction to the extent that the obligation to pay such additional
         amounts would not have arisen but for the gross negligence or wilful
         misconduct of such Finance Party or the failure by such Finance Party
         to provide (within a reasonable period after being requested to do so
         by the Obligors' Agent or the Facility Agent) any reasonably required
         form, certificate or other documentation (1) the provision of which
         would have relieved the relevant Obligor from the relevant withholding
         obligation or would have reduced the amount of the relevant withholding
         obligation (but only to the extent of such reduction) and (2) which it
         is within the power of such Finance Party to provide.

(d)      Each Obligor shall:

         (i)      pay when due all Taxes required by law to be deducted or
                  withheld by it from any amounts paid or payable to the Finance
                  Parties under the Finance Documents;

         (ii)     within 30 calendar days of the payment being made, deliver to
                  the Facility Agent for the relevant Lender evidence
                  satisfactory to that Lender (including all relevant Tax
                  receipts) that the payment has been duly remitted to the
                  appropriate authority; and

         (iii)    except as provided in paragraph (e) below, on demand (which
                  demand shall be accompanied by a certificate from the Finance
                  Party setting out, in reasonable detail, calculations relating
                  to the amount claimed) indemnify each Finance Party against
                  any loss or liability which that Finance Party determines will
                  be or has been suffered (directly or indirectly) by that
                  Finance Party solely or on account of Tax in relation to a
                  payment received or receivable (or any payment deemed to be
                  receivable) under a Finance Document.

(e)      Paragraph (d)(iii) above does not apply to:

         (i)      any Tax assessed on a Finance Party under the laws of the
                  jurisdiction in which:


                                       56

<PAGE>
            (A)   that Finance Party is incorporated or, if different, the
                  jurisdiction (or jurisdictions) in which that Finance Party is
                  treated as resident for tax purposes; or

            (B)   that Finance Party's Facility Office is located in respect of
                  amounts received or receivable in that jurisdiction,

            if that Tax is imposed on or calculated by reference to the net
            income received or receivable or any branch profits Taxes imposed on
            that Finance Party (but not any sum deemed to be received or
            receivable); or

      (ii)  any loss or liability for which such Finance Party is compensated by
            the payment of additional amounts under paragraph (a) above or would
            have been compensated but for one of the exceptions referred to in
            paragraph (c).

12.2  TAX CREDIT

      If, following the payment by an Obligor of any additional amounts under
      Clause 12.1 above, the Facility Agent or any Lender shall solely determine
      that it has received or been granted a credit against or remission for any
      Taxes payable by it allocable by the Facility Agent or such Lender to the
      relevant deduction or withholding (a TAX CREDIT) and that Lender has
      retained (including through any applicable Tax Credit) and fully utilised
      on an affiliated group basis such credit, the Facility Agent or such
      Lender shall reimburse the Obligor concerned with such amount as the
      Facility Agent or such Lender shall in its discretion (acting in good
      faith) certify to be the proportion of such Tax Credit (if any) as will
      leave the Facility Agent or such Lender (after such reimbursement) in no
      worse position than it would have been in had the relevant deduction or
      withholding not been made. Such reimbursement shall be made as soon as
      reasonably practicable after the Facility Agent or such Lender (as the
      case may be) shall have made any such determination. Each Lender shall use
      its reasonable endeavours to determine whether it is entitled to receive a
      Tax Credit and, if it determines that it is, to obtain the same, unless to
      do so or attempt to do so might, in the sole opinion of the Lender, be in
      any way prejudicial to the Lender (provided that where a Lender claims a
      Tax Credit pursuant to this Clause 12.2, the extent, order and manner in
      which it does so shall be in the absolute discretion of the Lender (acting
      in good faith)).

12.3  MITIGATION

      If circumstances arise in which an Obligor would be required to pay any
      additional amount to any Lender or any appropriate authority for the
      account of any Lender pursuant to this Clause 12 then, without in any way
      limiting, reducing or otherwise qualifying that Obligor's obligations
      under Clause 12, the relevant Lender shall for a period not exceeding 30
      calendar days use it reasonable efforts to change its Facility Office or
      transfer of its rights and obligations under this Agreement to another
      institution if to do so would (in the opinion of the Lender) remove such
      circumstances or eliminate or reduce the additional amounts payable by the
      Obligor, unless to do so might (in the sole opinion of that Lender) result
      in the Lender incurring costs or expense that would not be reimbursed or
      which might otherwise be prejudicial to that Lender. Each Obligor must
      indemnify each Lender for all costs and expenses reasonably incurred by
      that Lender as a result of any step taken by it under this Clause 12.3
      (Mitigation).

12.4  OTHER

(a)   Nothing in Clause 12 shall:

                                       57
<PAGE>
      (i)   require the Facility Agent or any Lender to disclose to any Obligor
            or any other Party any details of its tax affairs or computations;

      (ii)  interfere with the right of the Facility Agent or any Lender to
            arrange its tax affairs in whatever manner it thinks fit; and

      (iii) require the Facility Agent or any Lender to claim relief in respect
            of any payment under Clause 12.2 in priority to any other reliefs,
            claims or credits available to it.

(b)   Notwithstanding any provision to the contrary in the Finance Documents, a
      Finance Party may disclose to any and all persons, without limitation of
      any kind, the tax treatment and tax structure of the Facility and the
      transactions contemplated by it and all material of any kind (including
      opinions of other tax analyses) that are provided to any Finance Party
      relating to any such tax treatment or tax structure other than any
      information for which non-disclosure is reasonably necessary in order to
      apply with applicable securities law.

13.   MARKET DISRUPTION

13.1  ABSENCE OF QUOTATIONS

      If EURIBOR or LIBOR is to be determined by reference to the Reference
      Banks but a Reference Bank does not supply an offered rate by 11.30 a.m.
      (London time in the case of LIBOR) on the relevant Rate Fixing Day, the
      applicable EURIBOR or LIBOR shall, subject to Clause 13.2, be determined
      on the basis of the quotations of the remaining Reference Banks.

13.2  MARKET DISRUPTION

      If:

      (a)   EURIBOR or LIBOR is to be determined by reference to the Reference
            Banks but no, or only one, Reference Bank supplies a rate by 11.30
            a.m. (London time in the case of LIBOR) on the relevant Rate Fixing
            Day or the Facility Agent otherwise determines (acting reasonably)
            that adequate and fair means do not exist for ascertaining EURIBOR
            or LIBOR; or

      (b)   the Facility Agent receives notification from Lenders whose
            participations in a Loan exceed 30 per cent. of that Loan that, in
            their opinion:

            (i)   matching deposits may not be available to them in the relevant
                  interbank market in the ordinary course of business to fund
                  their participations in that Loan for the relevant Interest
                  Period; or

            (ii)  the cost to them of obtaining matching deposits in the
                  relevant interbank market would be in excess of EURIBOR or
                  LIBOR, as appropriate, for the relevant Interest Period,

            the Facility Agent shall promptly notify the Obligors' Agent and the
            Lenders of the fact and that this Clause 13 is in operation.

13.3  SUBSTITUTE BASIS

      If a notification under Clause 13.2 (Market disruption) applies:

                                       58
<PAGE>
      (a)   (i)   in the case of a Loan which has not been made, the relevant
                  Loan shall not be made; and

            (ii)  in the case of a Tranche B Loan which has been made, the Loan
                  shall continue but it shall have an Interest Period of one
                  month and the interest payable on that Loan shall be
                  determined in accordance with this Clause;

      (b)   within five Business Days of receipt of the notification under
            Clause 13.2 (Market disruption), the Company and the Facility Agent
            shall enter into negotiations for a period of not more than 30
            calendar days with a view to agreeing to a substitute basis for
            determining the rate of interest and/or funding applicable to that
            Loan and (to the extent required) any future Loan;

      (c)   any substitute basis agreed under paragraph (b) above shall be, with
            the prior consent of all the Lenders, binding on all the Parties;

      (d)   if no alternative basis is agreed each Lender shall (through the
            Agent) certify on or before 10.00 a.m. on the second Business Day
            before the last day of the Interest Period to which the notification
            relates an alternative basis for maintaining its participation in
            that Loan;

      (e)   any alternative basis under paragraph (b) or (d) above may include
            an alternative method of fixing the interest rate, alternative
            Interest Periods or optional currencies but it must reflect the cost
            to each Lender of funding its participation in the Loan from
            whatever sources it may select in order to provide the Company with
            funds on as economic a basis as is practicable (having regard to the
            sources then known to the Lender) plus the Applicable Margin plus
            any applicable Mandatory Cost;

      (f)   each alternative basis so certified shall be binding on the Obligors
            and each certifying Lender and treated as part of this Agreement;
            and

      (g)   the Agent and the Company shall consult in good faith following any
            significant change in market conditions with a view to returning to
            the normal provisions of this Agreement.

14.   INCREASED COSTS

14.1  INCREASED COSTS

(a)   Subject to Clause 14.2, each Obligor shall forthwith on demand by a
      Finance Party pay to that Finance Party the amount of any increased cost
      incurred by it or any of its Affiliates as a result of:

      (i)   the introduction of, or any change in, or any change in the
            interpretation or application of, any law or regulation; or

      (ii)  compliance with any regulation made after the date of this
            Agreement,

      including any law or regulation relating to taxation, change in currency
      of a country or reserve asset, special deposit, cash ratio, liquidity or
      capital adequacy requirements or any other form of banking or monetary
      control.

(b)   In this Agreement INCREASED COST means:

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      (i)   an additional cost incurred by a Finance Party or its Holding
            Company as a result of it having entered into, or performing,
            maintaining or funding its obligations under, any Finance Document;
            or

      (ii)  that portion of an additional cost incurred by a Finance Party or
            its Holding Company in making, funding or maintaining all or any
            advances comprised in a class of advances formed by or including
            that Finance Party's participations in the Loans made or to be made
            under this Agreement as is attributable to that Finance Party
            making, funding or maintaining those participations; or

      (iii) a reduction in any amount payable to a Finance Party or the
            effective return to a Finance Party or its Holding Company under
            this Agreement or (to the extent that it is attributable to this
            Agreement) on its capital; or

      (iv)  the amount of any payment made by a Finance Party or its Holding
            Company, or the amount of any interest or other return foregone by a
            Finance Party or its Holding Company, calculated by reference to any
            amount received or receivable by that Finance Party or its Holding
            Company from any other Party under this Agreement.

(c)   A Finance Party intending to make a claim under this Clause 14.1 shall
      notify the Obligors' Agent through the Facility Agent of the event by
      reason of which it is entitled to do so, setting out in reasonable detail
      calculations evidencing the relevant increased costs, provided that
      nothing herein shall require such Finance Party to disclose any
      confidential information relating to the organisation of its affairs.

14.2  EXCEPTIONS

      Clause 14.1 does not apply to any increased cost:

      (a)   compensated for by the payment of the Mandatory Cost;

      (b)   compensated for by the operation of Clause 12 (Taxes) (or which
            would have been compensated but for an exception to that Clause);

      (c)   attributable to any change in the rate of, or change in the basis of
            calculating, tax on the overall net income of a Lender (or the
            overall net income of a division or branch of the Lender) imposed in
            the jurisdiction in which its principal office or Facility Office is
            situated; or

      (d)   arising from a Finance Party or its Holding Company having failed to
            comply with any applicable law or regulation, provided that this
            exception shall not apply to the extent that such law or regulation
            is applied retrospectively.

15.   ILLEGALITY

      If it is or becomes unlawful in any jurisdiction for a Lender to give
      effect to any of its obligations as contemplated by this Agreement or to
      fund or maintain its participation in any Loan, then:

      (a)   that Lender may notify the Obligors' Agent through the Facility
            Agent accordingly; and

      (b)   (i)   the Company shall prepay the participations of that Lender in
                  all the Loans made to it on the earlier of (A) the last day of
                  the Interest Period during which the Obligors' Agent receives
                  the Lender's notification and (B) the date


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                  specified in the Lender's notice (being the latest date
                  allowed by the relevant law); and

            (ii)  the Commitment of that Lender shall be cancelled on the date
                  of the Lender's notice.

16.   GUARANTEE

16.1  GUARANTEE

      Each Guarantor irrevocably, unconditionally, jointly and severally and
      notwithstanding the release of any other Obligor or any person under the
      terms of any composition or arrangement with any creditors of any member
      of the Group:

      (a)   as principal obligor (and not merely as surety) guarantees to each
            Finance Party prompt performance by the Company of all its
            obligations under the Finance Documents and the payment when due of
            all sums from time to time payable by each Obligor under the Finance
            Documents;

      (b)   undertakes with each Finance Party that whenever the Company does
            not pay any amount when due under or in connection with any Finance
            Document, that Guarantor shall forthwith on demand by the Facility
            Agent pay that amount as if that Guarantor instead of the Company
            were expressed to be the principal obligor; and

      (c)   indemnifies each Finance Party on demand against any loss or
            liability suffered by it if any obligation guaranteed by that
            Guarantor is or becomes unenforceable, invalid or illegal.

16.2  CONTINUING GUARANTEE

      This guarantee is a continuing guarantee and will extend to the ultimate
      balance of all sums payable by the Obligors under the Finance Documents,
      regardless of any intermediate payment or discharge in whole or in part.

16.3  REINSTATEMENT

(a)   Where any discharge (whether in respect of the obligations of any Obligor
      or any security for those obligations or otherwise) is made in whole or in
      part or any arrangement is made on the faith of any payment, security or
      other disposition which is avoided or must be restored on insolvency,
      liquidation or otherwise without limitation, the liability of each
      Guarantor under this Clause 16 shall continue as if the discharge or
      arrangement had not occurred.

(b)   Each Finance Party may concede or compromise any claim that any payment,
      security or other disposition is liable to avoidance or restoration.

16.4  WAIVER OF DEFENCES

      The obligations of each Guarantor under this Clause 16 will not be
      affected by an act, omission, matter or thing which, but for this
      provision, would reduce, release or prejudice any of its obligations under
      this Clause 16 or prejudice or diminish those obligations in whole or in
      part, including (whether or not known to it or any Finance Party):

      (a)   any time or waiver granted to, or composition with, any Obligor or
            other person;

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      (b)   the release of any other Obligor or any other person under the terms
            of any composition or arrangement with any creditors of any member
            of the Group;

      (c)   the taking, variation, compromise, exchange, renewal or release of,
            or refusal or neglect to perfect, take up or enforce, any rights
            against, or security over assets of, any Obligor or other person or
            any non-presentation or non-observance of any formality or other
            requirement in respect of any instrument or any failure to realise
            the full value of any security;

      (d)   any incapacity or lack of powers, authority or legal personality of
            or dissolution or change in the members or status of an Obligor or
            any other person;

      (e)   any variation (however fundamental) or replacement of a Finance
            Document or any other document or security so that references to
            that Finance Document in this Clause 16 shall include each variation
            or replacement;

      (f)   any unenforceability, illegality or invalidity of any obligation of
            any person under any Finance Document or any other document or
            security, to the intent that each Guarantor's obligations under this
            Clause 16 shall remain in full force and its guarantee be construed
            accordingly, as if there were no unenforceability, illegality or
            invalidity; or

      (g)   any postponement, discharge, reduction, non-provability or other
            similar circumstance affecting any obligation of any Obligor under a
            Finance Document resulting from any insolvency, liquidation or
            dissolution proceedings or from any law, regulation or order so that
            each such obligation shall for the purposes of the Guarantor's
            obligations under this Clause 16 be construed as if there were no
            such circumstance.

16.5  IMMEDIATE RECOURSE

      Each Guarantor waives any right it may have of first requiring any Finance
      Party (or any trustee or agent on its behalf) to proceed against or
      enforce any other rights or security or claim payment from any person
      before claiming from that Guarantor under this Clause 16.

16.6  APPROPRIATIONS

      Until all amounts which may be or become payable by the Obligors under or
      in connection with the Finance Documents have been irrevocably paid in
      full, each Finance Party (or any trustee or agent on its behalf) may:

      (a)   refrain from applying or enforcing any other moneys, security or
            rights held or received by that Finance Party (or any trustee or
            agent on its behalf) in respect of those amounts, or apply and
            enforce the same in such manner and order as it sees fit (whether
            against those amounts or otherwise) and no Guarantor shall be
            entitled to the benefit of the same; and

      (b)   hold in a suspense account any moneys received from any Guarantor or
            on account of any Guarantor's liability under this Clause 16,
            without liability to pay interest on those moneys.

16.7  NON-COMPETITION

      Until all amounts which may be or become payable by the Obligors to a
      Finance Party under or in connection with the Finance Documents have been
      irrevocably paid in full, no Guarantor


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      shall, after a claim has been made or by virtue of any payment or
      performance by it under this Clause 16:

      (a)   be subrogated to any rights, security or moneys held, received or
            receivable by any Finance Party (or any trustee or agent on its
            behalf) or be entitled to any right of contribution or indemnity in
            respect of any payment made or moneys received on account of that
            Guarantor's liability under this Clause 16;

      (b)   claim, rank, prove or vote as a creditor of any Obligor or its
            estate in competition with any Finance Party (or any trustee or
            agent on its behalf); or

      (c)   receive, claim or have the benefit of any payment, distribution or
            security from or on account of any Obligor, or exercise any right of
            set-off as against any Obligor,

      unless the Facility Agent otherwise directs. Each Guarantor shall hold in
      trust for and forthwith pay or transfer to the Facility Agent for the
      Finance Parties any payment or distribution or benefit of security
      received by it contrary to this Clause 16.7.

16.8  ADDITIONAL SECURITY

      This guarantee is in addition to and is not in any way prejudiced by any
      other security or guarantee now or subsequently held by any Finance Party.

16.9  LIMITATIONS

(a)   The obligations of any Guarantor which is incorporated under the laws of
      the Republic of France under this Clause 16 (Guarantee) shall not include
      any obligation which if incurred would constitute either a misuse of
      corporate assets as defined under article L.242-6 of the French Commercial
      Code in the opinion of the board of directors or similar corporate
      governance body of any such Guarantor (acting on legal advice) and shall
      be limited, at any time, to the greater of:

      (i)   the aggregate outstanding amount of all Intra Group Loans, made
            directly or indirectly, to such Guarantor from the Company or any
            other Obligor (less the net amount of Intra Group Loans made by such
            Guarantor to Canal Satellite or any other Subsidiary of the
            Guarantor notified to the Facility Agent in writing which is less
            than 90 per cent. owned by that Guarantor or another member of the
            Group);

      (ii)  the aggregate outstanding amount of all Intra Group Loans made by
            such Guarantor (less the any amount representing cash lent to such
            Guarantor by Canal Satellite or any other Subsidiary of the
            Guarantor notified to the Facility Agent in writing which is less
            than 90 per cent. owned by that Guarantor or another member of the
            Group); and

      (iii) the aggregate amount of all cash balances standing to the credit of
            each of such Guarantor's Cash Pooling Accounts (less the net amount
            of Intra Group Loans made to such Guarantor by Canal Satellite or
            any other Subsidiary of the Guarantor notified to the Facility Agent
            in writing which is less than 90 per cent. owned by that Guarantor
            or another member of the Group),

            provided that the obligations of such Guarantor as determined in
            accordance with paragraph (a) above shall be reduced by:

            (A)   an amount equal to any payment made by such Guarantor to the
                  Finance Parties as debiteur delegue or debiteur cede, as the
                  case may be, under a


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                  French Intra Group Loan Security of an Intra Group Loan
                  referred to in paragraph (i) above;

            (B)   an amount equal to any payment made by such Guarantor as
                  delegant to the Finance Parties under a French Intra Group
                  Loan Security of an Intra Group Loan referred to in paragraph
                  (ii) above; and

            (C)   an amount equal to any payment made by such Guarantor to the
                  Finance Parties under the Cash Pooling Hub Security granted by
                  such Guarantor.

            Where any such prohibition as is referred to in paragraph (a) above
            exists, each Obligor shall use its reasonable endeavours to procure
            that the prohibition is lawfully overcome and the Facility Agent may
            agree in the Guarantor Accession Agreement a limitation on the
            liability of the Additional Guarantor hereunder in order to avoid
            the prohibition. Should it be impossible to lawfully avoid or
            overcome such prohibition, that part of such Obligor's obligations
            under this Clause 16 (Guarantee) as contravenes such prohibition
            (and only such part of such Obligor's obligations) shall be deemed
            null and void.

(b)   Each Guarantor which is incorporated in the United States of America (a
      U.S. GUARANTOR):

      (i)   represents, warrants and agrees that (1) it will receive valuable
            direct or indirect benefits as a result of the transactions financed
            by the Loans and (2) these benefits will constitute REASONABLY
            EQUIVALENT VALUE and FAIR CONSIDERATION as those terms are used in
            the fraudulent transfer laws; and

      (ii)  acknowledges and agrees that each of the Finance Parties has acted
            in good faith in connection with the guarantee granted under this
            Clause 16 and the transactions contemplated by this Agreement.

(c)   This Clause 16 shall be enforceable against each U.S. Guarantor to the
      maximum extent permitted by the fraudulent transfer laws.

(d)   Each Guarantor's liability under this Clause 16 shall be limited so that
      no obligation of, or transfer by, any U.S. Guarantor under this Clause 16
      is subject to avoidance and turnover under the fraudulent transfer laws.

(e)   For purposes of this Clause 16, FRAUDULENT TRANSFER LAWS mean applicable
      United States of America bankruptcy and United States state fraudulent
      transfer and conveyance statutes and the related case law.

(f)   The provisions of this Clause 16 shall apply and remain in force at all
      times throughout the term of this Agreement (notwithstanding for the
      avoidance of doubt the occurrence of a Security Release Condition Date).

17.   RELEASE OF SECURITY AND ADDITIONAL GUARANTORS

17.1  RELEASE OF SECURITY AND GUARANTEES

(a)   Subject to the provisions of this Clause and the Security Documents, no
      Security Interest created by the Security Documents shall be released
      until the Facility Discharge Date has occurred (and all such Security
      Interests in respect of the secured obligations under this Facility shall
      be released as soon as practicable after the Facility Discharge Date has
      occurred).

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(b)   Subject to Clause 17.1(d):

      (i)   in connection with, and simultaneous to, the closing of any
            secondary Equity Issue, sale or other disposal to a person or
            persons outside the Group (and which person or persons will not
            become a member of the Group on or by reason of such disposal) of
            all of the shares in the share capital of any Guarantor (or of all
            the shares in any other member of the Group such that any Guarantor
            ceases as a result thereof to be a member of the Group);

      (ii)  in connection with, and simultaneous to, the closing of any sale or
            disposal by any Guarantor of substantially all of its business and
            assets; or

      (iii) in such other circumstances (if any) as the Security Agent (acting
            on the instructions of the Super Majority Lenders may from time to
            time agree in writing,

      such Guarantor shall be released from all past, present and future
      liabilities (both actual and contingent and including, without limitation,
      any liability to any other Guarantor by way of contribution) hereunder and
      under the Security Documents to which it is a party (other than, in the
      case of the Company, liabilities which it has in its capacity as the
      Company), and the security provided over its assets under such Security
      Documents shall be released.

(c)   Subject to Clause 17.1(d), in connection with, and simultaneous to, the
      closing of any secondary Equity Issue, sale or other disposal to (i) a
      person or persons outside the Group (and which person or persons will not
      become a member of the Group on or by reason of such disposal) or (ii) to
      a person within the Group where such disposal is otherwise permitted by
      this Agreement and the Security Documents to the extent that such release
      could not reasonably be expected to have a Material Adverse Effect or to
      jeopardise the guarantees given to the Lenders under the Finance Documents
      or the Lenders' security under the Security Documents or to the extent
      that similar security and guarantees are granted to the Lenders of any
      assets owned by an Obligor over which security has been created by the
      Security Documents to which that Obligor is party, those assets shall be
      released from such security.

(d)   The release of the guarantees and security referred to in Clause 17.1(b)
      and (c) shall only occur (save to the extent otherwise agreed by the
      Security Agent acting on the instructions of the Super Majority Lenders)
      if:

      (i)   either (1) such disposal by any member of the Group or Guarantor is
            permitted by Clause 19.14 and other provisions of this Agreement and
            will not result in any breach of any of the terms of this Agreement,
            or (2) such disposal is being effected at the request of the
            Security Agent in circumstances where any of the security created by
            the Security Documents has become enforceable, or (3) such disposal
            is being effected by enforcement of the Security Documents;

      (ii)  if relevant, an amount equal to any Net Proceeds arising out of such
            disposal which are required to be prepaid pursuant to Clause 7
            (Prepayment and Cancellation) (or an amount corresponding thereto)
            is credited to the Receipt Account in accordance with Clause 7
            (Prepayment and Cancellation) at the time of completion of that sale
            or disposal; and

      (iii) any assets to be transferred to other members of the Group before
            completion of such disposal shall have been so transferred and (if
            so required by the Facility Agent) security over such assets shall
            have been granted to the Security Agent to the reasonable
            satisfaction of the Facility Agent (acting on the instructions of
            the Super Majority Lenders).

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(e)   As soon as reasonably practical after receipt by the Security Agent from
      the Company of notice of a proposed secondary Equity Issue sale or other
      disposal as described in paragraph (i) of Clause 17.1(b) or in Clause
      17.1(c) of assets over which security has been created by the Security
      Documents, the Security Agent shall either deliver a confirmation in
      writing to the Obligors' Agent that the conditions set out in paragraphs
      (i)(1) and (iii) of Clause 17.1(d) have been met (for the purposes of this
      Clause 17.1(e), the RELEASE CONFIRMATION) or shall (acting in good faith),
      provided that no Default has occurred notify the Obligors' Agent of its
      reasons for considering that such conditions have not been met and shall
      discuss such reasons with the Obligors' Agent in good faith. If the
      Release Confirmation is given and so long as no Default has occurred, the
      Security Agent shall execute all documents and take all steps (to the
      extent such steps are within its control) which are necessary to ensure
      the release of all security to which such Release Confirmation relates at
      the time of completion of such sale or other disposal (or in the case of
      any sale of shares in Vivendi Universal Games, Inc. prior to the filing
      with the Securities and Exchange Commission of a report in Form S-1 in
      relation to the proposed share sale), such that, on such completion or
      prior to such filing, the relevant assets will be free from any Security
      Interest.

(f)   Any security over any of the receivables assigned pursuant to, subject to
      and in accordance with the VUE Assignment Agreement and any of the assets
      identified in paragraph (d) of the definition of Relevant Intra Group
      Disposal shall be released automatically upon the assignment or disposal
      of such receivable or asset.

(g)   If any person which is a member of the Group shall cease to be such a
      member in consequence of the enforcement of any of the Security Documents
      or in consequence of a disposal of the shares therein or in any Holding
      Company of it effected at the request of the Facility Agent and the
      Lenders in circumstances where any of the security created by the Security
      Documents has become enforceable, any claim which any Obligor may have
      against such person or any of its Subsidiaries or which that person or any
      of its Subsidiaries may have against any Obligor in or arising out of this
      Agreement or any of the Security Documents (including, without limitation,
      any claim by way of subrogation to the rights of the Agents and the
      Lenders under the Finance Documents and any claim by way of contribution
      or indemnity) shall be released automatically and immediately upon such
      person ceasing to be a member of the Group.

(h)   Any Security Interest created over the shares of any Excluded Music Group
      Entity and any guarantee granted by any Excluded Music Group Entity
      pursuant to the Finance Documents shall, provided no Default has occurred
      and is continuing, be released immediately prior to and for the purposes
      of the implementation of the Music Group Reorganisation (i) in the case of
      any such Security Interest over shares so that no Excluded Music Group
      Entity which becomes a Foreign Subsidiary shall have more than 66 per
      cent. of its shares subject to any such Security Interest (ii) in the case
      of any guarantee granted by any Excluded Music Group Entity to the extent
      reasonably required to avoid deemed dividends under U.S. tax legislation
      relating to Foreign Subsidiaries or (iii) in the case of any such Security
      Interest or guarantee granted by any Excluded Music Group Entity which is
      held (directly or indirectly) by Universal Studio Holding I Corp., so that
      no such Excluded Music Group Entity shall have any of its shares subject
      to any Security Interest or shall grant any guarantee.

(i)   No release, or agreement to release, given by any of the Finance Parties
      shall constitute any form of waiver or modification of any Finance Party's
      rights in relation to any Default.

17.2  COSTS

      All costs and expenses of the Finance Parties in connection with any
      release of Security Interest created by the Security Documents shall be
      borne by the Obligors.

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17.3  ADDITIONAL GUARANTORS

(a)   (i)   Subject to paragraph (b) below, the Obligors shall procure that any
            Cash Pooling Hub (except any Cash Pooling Hub which is a Foreign
            Subsidiary) which is not a Guarantor or a Cash Pooling Hub at the
            date of this Agreement becomes an Additional Guarantor within 14
            calendar days of its being designated a Cash Pooling Hub by the
            Company and the Facility Agent by delivering to the Facility Agent a
            Guarantor Accession Agreement, duly executed by that Cash Pooling
            Hub. For the avoidance of doubt, no member of the VUE Group or VUE
            Borrower Co. shall be required to become an Additional Guarantor
            until the later of the VUE Date and such time as any restriction or
            prohibition on the granting of such guarantees ceases to apply under
            the terms of the VUE Partnership Agreement, the VUE Transaction
            Agreement or the Matsushita Shareholder Agreements.

      (ii)  Upon execution and delivery of a Guarantor Accession Agreement, the
            relevant party will become an Additional Guarantor.

      (iii) The Obligors shall procure that, at the same time as a Guarantor
            Accession Agreement is delivered to the Facility Agent, there is
            also delivered to the Facility Agent all those other documents
            listed in Part 2 of Schedule 2, in each case in form and substance
            satisfactory to the Facility Agent.

(b)   The Parent shall procure that VUP accedes to this Agreement as an
      Additional Guarantor as soon as reasonably practicable and in any event
      with 45 calendar days of the date of the Agreement and contemporaneously
      with such accession, executes and delivers to the Security Agent an
      account pledge or pledges in the agreed form over each of its Cash Pooling
      Accounts.

(c)   If the Obligors' Agent demonstrates to the satisfaction of the Facility
      Agent (acting on the instructions of the Majority Lenders) that it is
      illegal for a prospective Additional Guarantor to comply with its
      obligations under paragraph (a) above or Clause 16 or that to do so would
      be a fiduciary breach of duty by the directors of the prospective
      Additional Guarantor, the Facility Agent (acting on the instructions of
      the Majority Lenders) will agree in the Guarantor Accession Agreement to
      limit the obligation of the prospective Additional Guarantor to the extent
      necessary for the guarantee to be lawfully given by the prospective
      Additional Guarantor. The Obligors will use their reasonable endeavours to
      lawfully remove or overcome any such prohibition or restriction, provided
      that an Obligor shall only be obliged to so comply within 14 calendar days
      after it becomes legal to do so.

(d)   The execution of a Guarantor Accession Agreement constitutes confirmation
      by the prospective Additional Guarantor that the representations and
      warranties set out in Clause 18 (Representations and Warranties) to be
      made by it on the date of the Guarantor Accession Agreement are correct,
      as if made with reference to the facts and circumstances then existing.

18.   REPRESENTATIONS AND WARRANTIES

18.1  REPRESENTATIONS AND WARRANTIES

      The Company and each Obligor makes the representations and warranties as
      set out in this Clause 18 to each Finance Party in respect of itself and
      the Group (other than prior to the Maroc Telecom Date, any member of the
      Maroc Telecom Group) and in respect of Clause 18.21 (Ownership), VE and
      Maroc Telecom.

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18.2  STATUS

(a)   It is and each of its Material Subsidiaries is a joint-stock company or
      limited liability company a limited liability limited partnership, limited
      partnership or corporation, duly incorporated or organised, validly
      existing and (in the case of the U.S. Subsidiaries) in good standing under
      the laws of the jurisdiction of its incorporation; and

(b)   it is and each of its Material Subsidiaries has the power to own its
      assets and carry on its business as it is being conducted.

18.3  POWERS AND AUTHORITY

      It has the power to enter into and perform, and has taken all necessary
      action to authorise the entry into, performance and delivery of, the
      Finance Documents to which it is or will be a party and the transactions
      contemplated by those Finance Documents.

18.4  LEGAL VALIDITY

      Each Finance Document to which it is or will be a party constitutes, or
      when executed in accordance with its terms will constitute, its legal,
      valid and binding obligation enforceable in accordance with its terms and
      would be so treated in the courts of the jurisdiction of its incorporation
      or organisation and no limit of restriction on its powers will be exceeded
      as a result of the borrowings, grant of security or giving of guarantees
      contemplated by the Finance Documents to which it is a party.

18.5  AUTHORISATIONS

      All authorisations required:

      (a)   in connection with the entry into, performance, validity and
            enforceability of the Finance Documents and the transactions
            contemplated by the Finance Documents; and

      (b)   from any third party or under any document or agreement which is
            binding on (i) any Obligor or any Material Subsidiary, or (ii) any
            other member of the Group save to the extent that failure to do so
            does not have or could not reasonably be expected to have a Material
            Adverse Effect for the transactions contemplated by the Finance
            Documents,

      in each case, have been obtained or effected and are in full force and
      effect.

18.6  PARI PASSU RANKING

      Its obligations under the Finance Documents rank at least pari passu with
      all its other unsecured and unsubordinated obligations, except for
      obligations mandatorily preferred by law applying to companies generally.

18.7  IMMUNITY

(a)   The execution by it of each Finance Document to which it is or will be a
      party constitutes, and its exercise of its rights and performance of its
      obligations under each Finance Document to which it is or will be a party
      will constitute, private and commercial acts done and performed for
      private and commercial purposes; and

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(b)   it will not be entitled to claim immunity from suit, execution, attachment
      or other legal process in any proceedings taken in the jurisdiction of its
      incorporation in relation to any Finance Document.

18.8  NON-CONFLICT

      The entry into and performance by it of, and the transactions contemplated
      by, each of the Finance Documents do not and will not conflict with:

      (a)   any law or regulation or judicial or official order binding on it or
            any member of the Group in any material respect; or

      (b)   its constitutional documents or the constitutional documents of any
            member of the Group (in any material respect in the case of members
            of the Group which are not Obligors or Material Subsidiaries); or

      (c)   any document or agreement which is binding upon (i) it or any
            Material Subsidiary or any of their respective assets in any
            material respect or (ii) any other member of the Group or any of
            their assets to an extent or in a manner that has, or could
            reasonably be expected to have, a Material Adverse Effect.

18.9  NO DEFAULT

(a)   No Event of Default is outstanding or will result from the making of any
      Loan; and

(b)   no other event is outstanding which constitutes a default or with the
      giving of notice, lapse of time, determination of materiality or
      fulfilment of any other applicable condition, would constitute a default
      (howsoever described) under any document or agreement (including, without
      limitation, any Existing Facilities) which is binding on it or any of its
      assets of any member of the Group (other than an Obligor) to an extent or
      in a manner that has, or could reasonably be expected to have, a Material
      Adverse Effect.

18.10 LITIGATION AND SOLVENCY

(a)   No litigation, arbitration or administrative or regulatory proceedings are
      current or, to its knowledge, pending or threatened, which if reasonably
      likely to be adversely determined, could reasonably be expected to have, a
      Material Adverse Effect.

(b)   No labour disputes are current or, to its knowledge, threatened which have
      or could reasonably be expected to have, a Material Adverse Effect.

(c)   No proceedings of any nature are current or, to its knowledge, pending or
      threatened, for the winding-up or dissolution (other than a solvent
      winding up or dissolution) of, or in respect of any insolvency proceeding
      of any nature relating to any Obligor or any Material Subsidiary.

(d)   It has not defaulted on any of its payment obligations and (taking into
      account the amounts available to the Obligors under the Existing
      Facilities and this Agreement) and in the case of VUE, amounts available
      or reasonably expected to be available to VUE (i) under the VUE Bridge
      Extension and any VUE Bridge Refinancing and (ii) from the Non-VUE Group
      pursuant to VUE Loans permitted by this Agreement) the Obligors and all
      other Material Subsidiaries are in a position to meet their respective
      scheduled payments as they fall due.

(e)   In relation to each Obligor and its Subsidiaries incorporated or organised
      in the United States of America (on a consolidated basis):

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      (i)   the aggregate amount of its debts (including its obligations (if
            any) under the Finance Documents) is less than the aggregate value
            (being the lesser of fair present valuation and present fair
            saleable value) of its assets (which for, avoidance of doubt,
            include, without limitation, all rights of indemnification,
            contribution and subrogation);

      (ii)  its capital is not unreasonably small to carry on its business as it
            is being conducted;

      (iii) it has not incurred and will not incur debts beyond its ability to
            pay as they mature; and

      (iv)  it has not made a transfer or incurred any obligation under any
            Finance Document with the intent to hinder, delay or defraud any of
            its present or future creditors.

      Terms used in this paragraph (e) have the meanings given to them in the
      United States Bankruptcy Code of 1978, as amended, and applicable
      fraudulent conveyance laws in the United States of America.

18.11 GOVERNING LAW AND JURISDICTION

(a)   Its:

      (i)   irrevocable submission under Clause 37 (Jurisdiction) to the
            jurisdiction of the courts of England and any New York State Court
            or any Federal Court sitting in New York City;

      (ii)  agreement that this Agreement is governed by English law; and

      (iii) agreement not to claim any immunity to which it may be entitled,

      are legal, valid and binding under the laws of the jurisdiction of its
      incorporation.

(b)   Any judgment obtained in the courts of England or any New York State Court
      or any Federal Court sitting in New York City in legal proceedings based
      on or in connection with the Finance Documents will be recognised and
      enforced by the courts of the jurisdiction of incorporation of each
      Obligor without re-examination or re-litigation of the matter thereby
      adjudicated (subject to the provisions of Council Regulation No. 44/2001
      of the Council of the European Union on jurisdiction and enforcement of
      judgments in civil and commercial matters, or other applicable law or
      convention on the recognition and enforcement of court judgments).

18.12 ACCOUNTS AND LIQUIDITY ANALYSIS

(a)   The consolidated accounts of the Company most recently delivered to the
      Facility Agent (which, at the date of this Agreement, are the Original
      Group Accounts):

      (i)   have been prepared in accordance with accounting principles and
            practices generally accepted in France or the United States of
            America (as appropriate), consistently applied; and

      (ii)  fairly represent the consolidated financial condition of the Group
            as at the date to which they were drawn up.

(b)   There has been no change (other than any event or change that has occurred
      and been disclosed in the Original Liquidity Analysis) in the consolidated
      financial condition of the


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      Group since the date to which the Original Group Accounts were drawn up
      which has or could reasonably be expected to have a Material Adverse
      Effect.

(c)   The accounts of the other Obligors most recently delivered to the Facility
      Agent are true and fairly represent their financial condition at the date
      given.

(d)   The projections and forecasts contained in the Liquidity Analysis most
      recently delivered to the Facility Agent (which, at the date of this
      Agreement, is the Original Liquidity Analysis) were made in good faith and
      based on reasonable assumptions and such Liquidity Analysis does not as at
      its date omit any projections or forecasts which would make the
      projections and forecasts actually contained in, or used for the
      preparation of, that Liquidity Analysis misleading.

18.13 EXISTING INDEBTEDNESS

(a)   Each of the Existing Facilities of the Company is available for drawing
      (and has not been cancelled) and the Company has no reason to believe that
      such facilities will not be available for drawing except to the extent
      prepaid and cancelled as contemplated by the provisions of Clause 7
      (Prepayment and Cancellation).

(b)   As at the date of this Agreement, no member of the Group has incurred any
      material Financial Indebtedness which is not identified in Schedule 12
      (Existing Facilities) or material Contingent Financial Liabilities which
      is not identified in Schedule 17 (Existing Contingent Financial
      Liabilities), save for Intra Group Loans, Excluded Financial Indebtedness
      and currency and other swaps and other derivative and hedging
      arrangements, uncommitted facilities, overdrafts, daylight overdrafts,
      intra-day facilities and facilities used for technical purposes (i.e.
      credit card programmes) and save, in the case of each member of the Group
      which is not an Obligor or a Material Subsidiary, to the extent that their
      non-disclosure does not have, or could not reasonably be expected to have
      a Material Adverse Effect.

18.14 INFORMATION PACKAGE

(a)   The factual information contained in the Information Package was accurate
      in all material respects as at its date;

(b)   the Information Package did not omit as at its date any information which,
      if disclosed, could reasonably be expected to adversely affect the
      decision of a person considering whether to enter into this Agreement;

(c)   nothing has occurred since the date of the Information Package (other than
      as disclosed in publicly available information or as otherwise disclosed
      by the Company to the Lenders in writing) which renders the information
      contained in it untrue or misleading in any material respect and which, if
      disclosed, could reasonably be expected to adversely affect the decision
      of a Lender considering whether to enter into any Finance Document; and

(d)   all expressions of opinion or intention given by the Company, and all
      financial projections and forecasts, in the Information Package were made
      in good faith and based on assumptions that were reasonable as at the date
      of the Information Package.

18.15 STRUCTURE CHART

      As at the date of this Agreement, the Structure Chart describes the
      corporate ownership structure of the Obligors and Material Subsidiaries
      and is true and correct in all material respects.

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18.16 INTELLECTUAL PROPERTY RIGHTS

(a)   It and its Material Subsidiaries, in the case of the Games Group (as far
      as it is aware on due enquiry) and each other member of the Group (to the
      best of its knowledge) owns or has licensed to it all Intellectual
      Property Rights which are material in the context of its business or the
      business of each member of the Group and which are required by it or by
      such member of the Group in order to carry on their business and it does
      not nor does any member of the Group in carrying on its business infringe
      any Intellectual Property Rights of any third party save in the case of
      any member of the Group (or than an Obligor or Material Subsidiary) to the
      extent that failure to do so does not or could not be reasonably expected
      to have a Material Adverse Effect.

(b)   It and its Material Subsidiaries and (to the best of its knowledge) each
      other member of the Group has paid all fees required to maintain in full
      force and effect any registered Intellectual Property Rights owned by it
      which are material in the context of its business or the business of such
      member of the Group which are required by it or by such member of the
      Group in order for it to carry on its business as it is currently being
      conducted save in the case of any member of the Group (or than an Obligor
      or Material Subsidiary) to the extent that failure to do so does not or
      could not be reasonably expected to have a Material Adverse Effect.

18.17 OWNERSHIP OF ASSETS

      It and each of member of the Group has good title to, or valid leases or
      licences of, or is otherwise entitled to use all material assets necessary
      to conduct its business substantially as it is conducted at the date of
      this Agreement or reflected in the latest accounts of the Group free from
      all Security Interests, third party rights, options (other than the VE
      Call Option Arrangements), claims and competing interests whatsoever save
      as expressly permitted or created under this Agreement and the other
      Finance Documents and save, in the case of each member of the Group (other
      than an Obligor and each Material Subsidiary) to the extent that failure
      to do so does not have or could not reasonably be expected to have a
      Material Adverse Effect.

18.18 SECURITY INTERESTS

(a)   No Security Interests exist (except as permitted by Clause 19.12 (Negative
      pledge)) on or over the assets of any Obligor or Material Subsidiary and
      the execution of this Agreement does not require any member of the Group
      to create any Security Interest over any of its accounts or assets, except
      pursuant to the Security Documents.

(b)   It and each member of the Group is the legal and beneficial owner of the
      property (if any) which it purports to charge pursuant to any of the
      Security Documents. The property charged pursuant to any Security
      Documents are not subject to any other Security Interests, third party
      rights, options other than the VE Call Option Arrangements, claim or
      similar rights or the Security Interests granted in favour of the Existing
      Lenders. The shares charged pursuant to any Security Document are all
      fully paid up.

(c)   The security constituted by the Security Documents constitutes (and will
      at all times continue to constitute unless released pursuant to Clause 17
      of this Agreement and under the Security Documents) first ranking security
      in respect of obligations owed to the Finance Parties and the Existing
      Lenders under the Finance Documents in priority and payment over the
      assets secured or purported to be secured under the Security Documents.

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18.19 TAX LIABILITIES

(a)   No claims are being or are reasonably likely to be asserted against any
      Obligor or any member of the Group with respect to any Taxes or payment of
      any Tax which if reasonably likely to be adversely determined, have, or
      could reasonably be expected to have, a Material Adverse Effect.

(b)   No Obligor or any member of the Group is overdue in the filing of any tax
      returns, except to the extent that being so overdue does not have, or
      could not reasonably be expected to have, a Material Adverse Effect.

18.20 ENVIRONMENTAL MATTERS

(a)   Each Obligor and each other member of the Group (A) have obtained all
      environmental permits, licences, authorisations, consents and other
      approvals required for the carrying on of its business in all material
      respects as currently conducted and (B) at all times have otherwise
      complied with all applicable Environmental Laws, except where failure to
      do so has not had, or could not reasonably be expected to have, a Material
      Adverse Effect.

(b)   So far as it is aware there is no current, pending or threatened legal
      proceedings under or pursuant to any Environmental Law against any member
      of the Group which has or, if adversely determined, could reasonably be
      expected to have, a Material Adverse Effect.

18.21 OWNERSHIP

(a)   The Company owns directly or indirectly no less than 20.4 per cent. of the
      VE Shares (less any VE Shares disposed of pursuant to the VE Shares
      Disposal) free of any Security Interest (other than a Security Interest
      created under a Security Document), option (other than the VE Call Option
      Arrangements) or third party claim.

(b)   The Company owns directly or indirectly no less than 70 per cent. of the
      share capital of Cegetel free of any Security Interest (other than a
      Security Interest created under a Security Document or under the
      Non-Recourse Financing at the date of this Agreement), option or third
      party claim (save as provided for under any shareholders agreement in
      force at the date of this Agreement).

(c)   The Company owns directly or indirectly 35 per cent. of the share capital
      of Maroc Telecom free of any Security Interest, option or third party
      claim (except as disclosed in writing to the Facility Agent on or before
      the date of this Agreement or save as provided for under any shareholders
      agreement in force at the date of this Agreement).

(d)   No member of the Maroc Telecom Group, the Cegetel Group is a party to the
      Cash Management and IGL Arrangements or is party to an Intra Group Loan
      (except for any such loan listed in Part 2 of Schedule 15) or to the
      extent otherwise permitted under this Agreement.

(e)   (i)   As far as the Company is aware, the list of Existing Cegetel
            Contingent Financial Liabilities in Part 1 of Schedule 10 sets out
            all material Contingent Financial Liabilities of each member of the
            Cegetel Group at the date of this Agreement.

      (ii)  As far as the Company is aware, the list of Existing Cegetel
            Financial Indebtedness in Part 2 of Schedule 10 sets out all
            material Financial Indebtedness of the Cegetel Group at the date of
            this Agreement.

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      (iii) As far as the Company is aware, the list of Existing Cegetel
            Security in Part 3 of Schedule 10 sets out all material Security
            Interests of the Cegetel Group at the date of this Agreement.

18.22 INTRA GROUP LOAN/IGL ARRANGEMENTS/BANK ACCOUNTS

(a)   The list of bank, deposit and investment accounts set out in the exhibit
      provided to the Facility Agent on the date of this Agreement is complete
      and correct in all material respects.

(b)   The list of the Cash Pooling Accounts set out in Schedule 16 (as updated
      pursuant to Clause 19.6(g)) is complete and correct in all material
      respects.

(c)   The list of (i) Intra Group Loans made to or by each Obligor, and (ii) VUE
      Loans set out in Schedule 15 (as updated pursuant to Clause 19.6(g)) is
      complete and correct in all material respects as of their respective
      dates.

(d)   The aggregate principal amount of the Intra Group Loans identified in
      Parts 4 or 5 of Schedule 15 (Existing Intra Group Loans) account for 85
      per cent. of the aggregate principal amount of all Intra Group Loans
      between Obligors and members of the Group as at the date of this Agreement
      or when updated pursuant to Clause 19.6(g) as applicable.

18.23 OBLIGORS

      None of Vivendi Universal Holdings IV Corp., VUHIC or VCNA:

      (a)   trades or has any material liabilities or commitments (actual or
            contingent, present or future);

      (b)   save as disclosed to the Facility Agent prior to the date of this
            Agreement, owns any material assets other than shares in its
            immediate subsidiaries; or

      (c)   carries on any business other than the holding of shares in its
            immediate subsidiaries,

      other than pursuant to the Finance Documents or as a party to any Intra
      Group Loan or to any VUE Loan or consistent with the activities disclosed
      to the Facility Agent prior to the date of this Agreement or in the case
      of Vivendi Universal Holding IV Corp pursuant to the Matsushita
      Shareholder Agreements.

18.24 DISPOSAL CONFIRMATION

      It has no reason to believe that:

      (a)   the Disposal Confirmation cannot be implemented in full; and

      (b)   that any authorisation or consent necessary for the disposal of an
            asset referred to in a Liquidity Analysis will not be forthcoming in
            time to allow that disposal to take place at the projected time.

18.25 U.S. REPRESENTATIONS AND WARRANTIES

(a)   Investment Company

      It is not, and will not be following any disposal pursuant to the Disposal
      Confirmation of its assets, shares or business, an "investment company" or
      a company "controlled" by an


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      "investment company", within the meaning of the United States Investment
      Company Act of 1940, as amended.

(b)   Public Utility Holding Company Act and Federal Power Act

      It is not, and will not be following any disposal pursuant to the Disposal
      Confirmation of its assets, shares or business, a "holding company", or an
      "affiliate" of a "holding company" or a "subsidiary company" of a "holding
      company", within the meaning of, or otherwise subject to regulation under,
      the United States Public Utility Holding Company Act of 1935, as amended.
      No Obligor is a "public utility" within the meaning of, or otherwise
      subject to regulation under, the United States Federal Power Act, as
      amended.

(c)   Margin stock

      (i)   The proceeds of the Loans have been and will be used only for the
            purposes described in Clause 3 (Purpose).

      (ii)  It is not engaged in the business of extending credit for the
            purpose of purchasing or carrying margin stock (within the meaning
            of Regulations U and X of the Board of Governors of the United
            States Federal Reserve System), and no portion of any Loan has been
            or will be used, directly or indirectly, to purchase or carry margin
            stock or to extend credit to others for the purpose of purchasing or
            carrying margin stock.

      (iii) No portion of any Loan will be used to acquire any security in a
            transaction that is subject to Section 13 or 14 of the United States
            Securities Exchange Act of 1934, as amended.

(d)   ERISA

      (i)   No ERISA Event that could reasonably be expected to have a Material
            Adverse Effect has occurred or is reasonably expected to occur with
            respect to any Plan.

      (ii)  The present value of the benefit liabilities under each Plan, as
            determined for the purposes of Schedule B (Actuarial Information) to
            such Plan's most recently completed annual report (Form 5500 Series)
            that has been filed with the required United States governmental
            agencies, which Schedule B is complete and accurate in all material
            respects, did not, as of the date of such valuation, exceed the fair
            market value of the assets of such Plan by an amount that, when
            aggregated with any such excess under any other Plan, could
            reasonably be expected to have a Material Adverse Effect, and since
            the date of such valuation there has been no material adverse change
            in such funding status that, when aggregated with any such change
            with respect to any other Plan, could reasonably be expected to have
            a Material Adverse Effect.

      (iii) Except as could not reasonably be expected to have a Material
            Adverse Effect, neither it nor any ERISA Affiliate has incurred or
            is reasonably expected to incur any Withdrawal Liability to any
            Multiemployer Plan.

      (iv)  Except as could not reasonably be expected to have a Material
            Adverse Effect, neither it nor any ERISA Affiliate has been notified
            by the sponsor of a Multiemployer Plan that such Multiemployer Plan
            is in reorganisation or has been terminated, within the meaning of
            Title IV of ERISA, and no such Multiemployer Plan is reasonably
            expected to be in reorganisation or to be terminated, within the
            meaning of Title IV of ERISA.

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18.26 TIMES FOR MAKING REPRESENTATIONS AND WARRANTIES

      The representations and warranties set out in this Clause 18:

      (a)   (i)   in the case of an Obligor which is a Party on the date of this
                  Agreement, are made by that Obligor on the date of this
                  Agreement and the first Drawdown Date;

            (ii)  in the case of an Obligor which becomes a Party after the date
                  of this Agreement, will, (with the exception of paragraphs (b)
                  and (d) of Clause 18.12 (Accounts and Liquidity Analysis),
                  Clause 18.14 (Information Package), Clause 18.15 (Structure
                  Chart), Clause 18.21 (Ownership), Clause 18.22 (Intra Group
                  Loan/IGL Arrangements/bank accounts)) be deemed made by that
                  Obligor in relation to itself and subject to and in accordance
                  with Clause 18.1, its Subsidiaries on the date it executes a
                  Guarantor Accession Agreement; and

            (iii) are, in the case of paragraph (d) of Clause 18.12 (Accounts
                  and Liquidity Analysis) in relation to each Liquidity Analysis
                  other than the Original Liquidity Analysis, made on the day on
                  which the Liquidity Analysis referred to therein is delivered;

      (b)   are, with the exception of paragraph (b) and (d) of Clause 18.12
            (Accounts and Liquidity Analysis), Clause 18.13 (Existing
            Indebtedness), Clause 18.14 (Information Package), Clause 18.15
            (Structure Chart), Clause 18.21 (Ownership) and Clause 18.22 (Intra
            Group Loan/IGL Arrangements/bank accounts), deemed to be repeated by
            each Obligor on the date of each Request and the first day of each
            Interest Period with reference to the facts and circumstances then
            existing; and

      (c)   are, in the case of Clause 18.22 (Intra Group Loan/IGL
            Arrangements/bank accounts) deemed to be repeated by the Company on
            the date and in respect of any update provided to Facility Agent
            pursuant to Clause 19.6(g).

19.   UNDERTAKINGS

19.1  GENERAL

(a)   Subject to paragraphs (b), (c) (d), (e), (f) and (g) below, each Obligor
      agrees to be bound by the undertakings set out in this Clause relating to
      it and to ensure that each member of the Group performs and complies with
      each undertaking expressed to be binding on it in this Clause 19.

(b)   The undertakings in this Clause 19 shall apply to each member of the
      Cegetel Group and SIT provided that other than in respect of Clause 19.26
      (Arm's-length terms) each Obligor will only be required to use its
      reasonable endeavours to ensure that each member of the Cegetel Group or
      SIT performs and complies with such undertakings.

(c)   Each Obligor shall only be required to use its reasonable endeavours to
      ensure that Transtel and/or Canal Satellite performs and complies with the
      undertakings in this Clause 19 which apply to it.

(d)   Until the Maroc Telecom Date, the undertakings in this Clause 19 shall not
      be binding on any member of the Maroc Telecom Group. On or after the Maroc
      Telecom Date, each Obligor shall only be required to use its reasonable
      endeavours to ensure that each member of the


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      Maroc Telecom Group performs and complies with the undertakings in this
      Clause 19 which apply to it.

(e)   For the purposes of paragraphs (b), (c) and (d) above with respect to the
      Cegetel Group and the Maroc Telecom Group:

      (i)   REASONABLE ENDEAVOURS shall be construed by reference to an
            Obligor's effective ability to exercise any voting rights as a
            shareholder of Transtel and/or Canal Satellite or any member of the
            Cegetel Group or any member of the Maroc Telecom Group and/or
            contractual rights in respect of Transtel and/or Canal Satellite
            and/or SIT or any such member of the Group or any member of the
            Maroc Telecom Group (subject to any restrictions or obligations
            binding upon it under any shareholder agreement as the same is in
            force at the date of this Agreement and any restrictions under the
            Non-Recourse Financing in respect of SIT and which in each case
            remains binding on it) and the ability to control the management of
            any member of the Cegetel Group, the management of Transtel and/or
            Canal Satellite and/or SIT or any member of the Maroc Telecom Group;
            and

      (ii)  an Obligor shall be considered to have complied with its undertaking
            to use "reasonable endeavours" to ensure compliance by any such
            member of the Group by exercising (i) such voting rights as a
            shareholder of Transtel and/or Canal Satellite or any member of the
            Cegetel Group or any member of the Maroc Telecom Group, and (ii)
            such control over the management of any member of the Cegetel Group,
            Transtel and/or Canal Satellite and/or SIT or any member of the
            Maroc Telecom Group, and (iii) such contractual rights, in each
            case, to the fullest extent permitted by law and regulation to
            ensure compliance.

(f)   Prior to the VUE Date, where any member of the Group is a member of the
      VUE Group, the undertakings expressed to be binding on it in this Clause
      19 shall not prohibit any transaction involving any such member which is
      permitted or required pursuant to the terms of any VUE Bridge Extension or
      VUE Bridge Refinancing (provided that, in the case of a VUE Bridge
      Refinancing, such transaction, is permitted or required pursuant to the
      terms of the primary refinancing of the VUE Bridge Extension). The
      undertakings expressed to be binding on any member of the Group or a
      Material Subsidiary in this Clause 19 shall apply to any member of the VUE
      Group as the case may be subject only to any shareholder or contractual
      restrictions or obligation under the Matsushita Shareholder Agreements,
      the VUE Partnership Agreement and the VUE Transaction Agreement in force
      as at the date of this Agreement.

(g)   The undertakings in this Clause 19 remain in force from the date of this
      Agreement for so long as provided for in the relevant Clause or any amount
      is or may be outstanding under this Agreement or any Commitment is in
      force provided that the Undertakings set out in Clause 19.5 (Liquidity),
      Clause 19.15 (Financial Indebtedness), Clause 19.16 (Leasing), Clause
      19.17(a) to (d) (inclusive) (Financial guarantees) Clause 19.19 (Loans
      out, Intra Group Loans) (other than Clause 19.19(d)(iii) (A) which shall
      remain in force at all times throughout this Agreement notwithstanding the
      occurrence of a Release Condition Date), Clause 19.32 (Bank Accounts) and
      19.39 (a), (b) and (c) (VUE Ring-fencing), shall remain in force
      throughout the term of this Agreement unless and until a Release Condition
      Date occurs in which case such Undertakings shall cease to apply. If a
      Release Condition Date occurs, but any time thereafter an Investment
      Downgrading Date occurs, all such Undertakings shall be automatically
      reinstated and remain in force from the Investment Downgrading Date until
      such time as a Release Condition Date occurs again.

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19.2  FINANCIAL INFORMATION

(a)   The Obligors' Agent shall supply the following to the Facility Agent in
      sufficient copies for all the Lenders:

      (i)   as soon as the same are available (and in any event within 120
            calendar days of the end of each of its financial years) the audited
            consolidated financial statements of the Company and the unaudited
            financial statements (being the balance sheet and profit and loss
            account consolidated for this purpose) of each other Obligor for
            that financial year;

      (ii)  as soon as the same are available (and in any event within 90
            calendar days of the end of the relevant period) but, in the case of
            paragraph (B), only if such financial statements are prepared or if
            the Obligor is under a legal obligation to prepare them:

            (A)   the quarterly and the semi-annual consolidated financial
                  statements of the Company; and

            (B)   the quarterly and the semi-annual financial statements
                  (audited if prepared) of each other Obligor certified (if
                  required by applicable law) by an officer of the Obligor;

      (iii) together with (A) prior to a Release Condition Date (or at any time
            thereafter, if an Investment Downgrading Date occurs, from the
            Investment Downgrading Date until a Release Condition Date occurs
            again), each set of financial statements of the Company; and (B) on
            or following a Release Condition Date, each set of semi-annual
            financial statements of the Company, a certificate signed by the
            Chief Financial Officer of the Company and a certificate signed by
            the Auditors (in the case of annual audited financial statements)
            setting out in reasonable detail computations establishing
            compliance with each of the financial covenants in Clause 20
            (Financial Covenants) and with the annual financial statements a
            certificate signed by the Chief Financial Officer of the Company
            setting out an up to date list of Material Subsidiaries.

(b)   The Obligor's Agent shall ensure that:

      (i)   each set of financial statements delivered pursuant to paragraph (a)
            is prepared in accordance with accounting principles and practices
            generally accepted in the jurisdiction of incorporation of the
            Obligor concerned, consistently applied (or if not consistently
            applied accompanied by details of the inconsistencies unless such
            details appear in the notes to the financial statements), and, in
            relation to the financial statements of the Company, on the same
            basis as was used in the preparation of the Original Group Accounts.
            If any financial statements of the Company referred to in paragraph
            (a) (the INCONSISTENT ACCOUNTS) are prepared on a basis which is not
            consistent with the immediately preceding comparable financial
            statements or in accordance with accounting principles and practices
            which are not consistent with the immediately preceding comparable
            financial statements and, in the reasonable opinion of the Obligors'
            Agent or the Majority Lenders, the result of the calculations made
            pursuant to the provisions in Clause 20 (Financial Covenants) does
            not correspond to the commercial intention of such provisions, the
            following shall apply:

            (A)   either the Obligors' Agent shall notify the Facility Agent or
                  the Facility Agent shall notify the Obligors' Agent
                  accordingly (as appropriate). Any notice given under this
                  sub-paragraph (i) shall contain reasonable details of the

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                  differences between the Inconsistent Accounts and the
                  immediately preceding comparable financial statements; and

            (B)   in the event of a notice from the Facility Agent or, in the
                  event of a notice from the Obligors' Agent, if the Majority
                  Lenders agree with the Obligors' Agent opinion, the Obligors'
                  Agent and the Lenders shall negotiate in good faith for a
                  period not exceeding 30 calendar days with a view to the
                  Obligors' Agent and the Majority Lenders agreeing the manner
                  in which the provisions of Clause 20 (Financial Covenants)
                  shall be applied to the Inconsistent Accounts. If no agreement
                  is reached within this period or, if the notice under
                  paragraph (A) above was from the Obligors' Agent, the Majority
                  Lenders do not agree with the Obligors' Agent opinion, the
                  provisions of Clause 20 (Financial Covenants) shall be
                  interpreted with respect to the Inconsistent Accounts as
                  determined by the Facility Agent (acting on the instructions
                  of the Majority Lenders), which interpretation shall prevail;
                  and

      (ii)  each set of financial statements accounts delivered pursuant to
            paragraph (a) shall (in the case of audited accounts) give a true
            and fair view of and (in the case of other accounts) shall fairly
            represent the financial condition of the Obligor to which those
            financial statements relate (or the consolidated financial condition
            of the Group in relation to the financial statements of the Company)
            as at the end of the period to which those financial statements
            relate and of the results of its operations during that period.

19.3  AUDITORS

      The Company shall ensure that one of the firms specified in the definition
      of AUDITORS is at all times appointed to audit the consolidated financial
      statements of the Group.

19.4  LIQUIDITY ANALYSIS

      Prior to a Release Condition Date (or at any time thereafter, if an
      Investment Downgrading Date occurs, from the Investment Downgrading Date
      until a Release Condition Date occurs again), on the first Business Day of
      each calendar month and on or following a Release Condition Date, on the
      first Business Day of each quarter, the Obligors' Agent shall supply to
      the Facility Agent in sufficient copies for all the Lenders an up-to-date
      Liquidity Analysis together with (prior to a Release Condition Date (or at
      any time thereafter, if an Investment Downgrading Date occurs, from the
      Investment Downgrading Date until a Release Condition Date occurs again))
      a certificate from the Chief Financial Officer of the Company confirming
      that such Liquidity Analysis has been prepared in good faith and is based
      on reasonable assumptions.

19.5  LIQUIDITY

(a)   Each Obligor shall ensure that at all times the aggregate of net cash
      available and undrawn facilities for the period of three months from that
      time (the RELEVANT PERIOD) (as determined from the line entitled NET CASH
      AVAILABLE AND UNDRAWN FACILITIES in the then most recently delivered
      Liquidity Analysis) is more than E100,000,000.

(b)   Disposal proceeds projected to be received in a Liquidity Analysis by a
      member of the Group during a Relevant Period will be taken into account in
      any calculation under paragraph (a) above in the following circumstances:


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      (i)   WHERE THE PROJECTED DISPOSAL PROCEEDS RELATE TO THE DISPOSAL OF AN
            ASSET IN RELATION TO WHICH A MEMBER OF THE GROUP HAS A PUT OPTION -
            if the date for the exercise of that option occurs on or before the
            end of the Relevant Period;

      (ii)  WHERE THE PROJECTED DISPOSAL PROCEEDS RELATE TO THE DISPOSAL OF A
            MINORITY INTEREST IN A LISTED COMPANY - if there are no contractual
            restrictions binding on any member of the Group on the disposal of
            those shares on or before the end of the Relevant Period;

      (iii) WHERE THE PROJECTED DISPOSAL PROCEEDS RELATE TO THE DISPOSAL OF
            SHARES IN A SUBSIDIARY OF THE COMPANY BY WAY OF ANY ISSUE OF RIGHTS,
            SHARES OR EQUITY INSTRUMENTS OF ANY KIND (INCLUDING FOR THE
            AVOIDANCE OF DOUBT DEBT INSTRUMENTS THAT ARE REDEEMABLE ONLY IN
            SHARES) - if the financial advisors of the Company acting in
            relation to such initial public offering have confirmed that the
            launch date for such issue is scheduled to occur on or before the
            end of the Relevant Period; and

      (iv)  WHERE THE PROJECTED DISPOSAL PROCEEDS RELATE TO ASSETS AND BUSINESS
            OF A MEMBER OF THE GROUP, OR THE ENTIRETY OF THE SHARES IN A MEMBER
            OF THE GROUP - if the vendor has already received formal written
            offers from potential purchasers or a sale and purchase agreement
            has been signed and in each case it is reasonably to be expected
            that the projected disposal proceeds will be received on or before
            the end of the Relevant Period,

      and (A) where the disposal proceeds projected to be received in a
      Liquidity Analysis by a member of the Group during a Relevant Period do
      not satisfy the above criteria or (B) the disposal proceeds are required,
      or could reasonably be expected by the Company to be required, to be
      applied in payment or settlement of any indemnity and/or warranty claim
      under any sale and purchase agreement and/or ancillary documents related
      to any disposal which would otherwise be taken into account, any
      prepayment of the Facility and the Existing Bank Debt and related cash
      outflow projected to be made in that Liquidity Analysis with those
      proceeds shall not be taken into account for the purposes of the
      calculation under paragraph (a) above.

19.6  INFORMATION - MISCELLANEOUS

      The Obligors' Agent shall supply to the Facility Agent:

      (a)   all documents despatched by (i) the Company to its shareholders (or
            any class of them) concerning the convening of, agendas for and
            resolutions to be considered at shareholders meetings or involving
            or containing reports or information relating to its affairs and
            activities, or (ii) any Obligor to its creditors generally (or any
            class of them), in each case at the same time as they are
            despatched;

      (b)   promptly upon becoming aware of them, details of any material
            environmental claim, any litigation, arbitration, labour dispute or
            administrative or regulatory proceedings which are current,
            threatened or pending against any member of the Group, and which if
            reasonably likely to be adversely determined, have, or could
            reasonably be expected to have, a Material Adverse Effect;

      (c)   promptly (subject to the terms of any confidentiality undertakings
            and restrictions binding on the relevant Finance Party) such further
            information in the possession or control of any Obligor or any
            Material Subsidiary regarding its (or Cegetel's) business or
            financial condition, prospects, assets and operations as the
            Facility Agent may reasonably request (including, without
            limitation, with respect to VUE and the VUE Bridge Extension
            (provided that nothing in this Agreement will require the Obligor's


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            Agent to provide to the Facility Agent information which is
            proprietary to lenders or potential lenders pursuant to the VUE
            Bridge Extension or any VUE Bridge Refinancing or in respect of
            which the Obligor's Agent is subject to any confidentiality
            undertaking or restriction which prevent such disclosure);

      (d)   promptly when available, information relating to any Business Plan
            or Disposal Confirmation once it has been approved by the board of
            directors of the Company;

      (e)   promptly upon request by the Facility Agent, a list of the proceeds
            and aggregate amount (but without a breakdown) of upfront fees,
            Taxes, costs and expenses required to calculate or verify the amount
            of any Net Proceeds;

      (f)   promptly upon being notified of the same, details of all transfers
            of any class of shares or related rights in the capital of an
            Obligor and any company over whose shares a Security Interest has
            been granted, or is to be granted pursuant to this Agreement or the
            Security Documents, and VUE, the Cegetel Group and Maroc Telecom;

      (g)   as soon as reasonably practicable and without undue delay following
            request by the Facility Agent, an updated list of any of the items
            referred to in paragraphs (a) to (c) (inclusive) of Clause 18.22
            (Intra Group Loan/IGL Arrangements/bank accounts) and semi-annually
            after the date of this Agreement, an updated list of the items
            referred to in paragraph (d) of Clause 18.22 (Intra Group Loan/IGL
            Arrangements/bank accounts) and any other details relating to any
            Cash Management and IGL Arrangements reasonably requested by the
            Facility Agent;

      (h)   promptly upon request by the Facility Agent (but subject to any
            confidentiality undertakings or disclosure restrictions) reasonable
            details of any stock exchange or regulatory process or investigation
            in relation to it or any Material Subsidiary or any other material
            regulatory process or investigation;

      (i)   promptly upon becoming aware thereof, notification that the
            restrictions on any member of the VUE Group from making any
            distribution in cash or loans or otherwise disposing of assets to
            any person outside the VUE Group existing at the date of this
            Agreement under the VUE Bridge Extension and/or VUE Bridge
            Refinancing have been removed; and

      (j)   together with the accounts set out in Clause 19.2(a)(i) and
            19.2(a)(ii) (Financial information), a certificate signed by the
            Chief Financial Officer the Company setting out in reasonable detail
            the calculation of Subsidiary Debt (as defined in Clause 19.40
            (Subsidiary Debt)) as at the date of the certificate,

      in sufficient copies for all of the Lenders, if the Facility Agent so
      requests.

19.7  NOTIFICATIONS

      Unless the Facility Agent has been so notified by another Obligor, each
      Obligor shall notify the Facility Agent of any Default (and the steps, if
      any, being taken to remedy it) promptly upon becoming aware of the facts
      constituting the Default.

19.8  COMPLIANCE CERTIFICATES

      The Obligors' Agent shall supply to the Facility Agent:


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      (a)   together with the accounts specified in Clause 19.2(a)(i) and
            19.2(a)(ii) (Financial information); and

      (b)   promptly at any other time, if the Facility Agent so requests (but
            such a request may not be made more than twice in any period of
            twelve consecutive calendar months unless a Default has occurred or
            the Majority Lenders have instructed the Facility Agent to make such
            request),

      a certificate signed by one of the signatories authorised to act on its
      behalf certifying that no Default is outstanding or, if a Default is
      outstanding, specifying the Default and the steps, if any, being taken to
      remedy it.

19.9  AUTHORISATIONS

      Each Obligor shall, and shall procure that each member of the Group shall,
      (i) promptly:

      (a)   obtain, maintain and comply with the terms of; and

      (b)   supply certified copies to the Facility Agent of,

      any authorisation, waiver or amendment required under any law or
      regulation to enable it to perform or comply with its obligations under,
      or for the validity or enforceability of, any Finance Document and (ii)
      use reasonable endeavours to procure the same where failure to do so would
      prevent any asset disposal projected to occur in a Liquidity Analysis
      taking place at the projected time.

19.10 COMPLIANCE WITH LAWS

      Each Obligor shall, and shall procure that, each member of the Group shall
      comply in all material respects with all laws and regulations applicable
      to it of any governmental authorities whether domestic or foreign having
      jurisdiction over it or any of its assets save where failure to comply
      with any such laws or regulations has not, or could not reasonably be
      expected to have, a Material Adverse Effect.

19.11 PARI PASSU RANKING

      Each Obligor shall ensure that its obligations under the Finance Documents
      will rank at least pari passu with all its other present and future
      unsecured and unsubordinated obligations, except for obligations
      mandatorily preferred by law applying to companies generally.

19.12    NEGATIVE PLEDGE

(a)   Except as provided below, no Obligor or Material Subsidiary may create or
      permit to subsist any Security Interest on any of its assets.

(b)   Paragraph (a) does not apply to:

      (i)   Security Interests already existing (or agreed to be created) at the
            date of this Agreement as set out in Schedule 10 (Cegetel) and
            Schedule 11 (List of Existing Security Interests);

      (ii)  Security Interests created or evidenced by the Security Documents
            (including in respect of Existing Bank Debt) or as permitted under
            the VUE Bridge Extension; and


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      (iii) Security Interests which are on or over any assets not intended to
            be the subject of a Security Interest under the Security Documents
            and which:

            (A)   arise out of title retention provisions in a supplier's
                  standard conditions of supply of goods acquired in the
                  ordinary course of business;

            (B)   constitute liens arising solely by operation of law and in the
                  ordinary course of its business;

            (C)   are granted over cash or securities in an aggregate amount, or
                  with an aggregate value, not exceeding E300,000,000 (or
                  equivalent in other currencies) at any time and deposited with
                  any bank, financial institution, stock exchange or clearing
                  house with which any member of the Group enters into
                  back-to-back, foreign exchange, swap or derivative
                  transactions and with which cash or securities have had to be
                  deposited in order for such transaction to be entered into;

            (D)   are granted in respect of any Product Financing;

            (E)   secure Local Borrowings (or any guarantee given in respect of
                  Local Borrowings which is permitted by this Agreement), the
                  aggregate amount of which does not exceed E300,000,000 (or
                  equivalent in other currencies) at any time (of which Security
                  Interests, no more than an amount of E50,000,000 (or
                  equivalent in other currencies) at any time, in aggregate, may
                  be in the form of cash collateral);

            (F)   are pledges of goods, of the related documents of title and/or
                  of other related documents arising or created in the ordinary
                  course of its business as security only for Financial
                  Indebtedness to a bank or financial institution directly
                  relating to the goods or documents on or over which that
                  pledge exists;

            (G)   exist at the time of acquisition on or over any assets
                  acquired after the date of this Agreement but only if (1) the
                  Security Interest was not created in contemplation of or in
                  connection with that acquisition and (2) the principal,
                  capital or nominal amount secured by any such Security
                  Interest and outstanding at the time of acquisition may not be
                  increased;

            (H)   are created on any assets acquired after the date of this
                  Agreement for the sole purpose of financing or re-financing
                  that acquisition and securing a principal, capital or nominal
                  amount not exceeding 100 per cent. of the cost of that
                  acquisition;

            (I)   in the case of any company which becomes a Material Subsidiary
                  after the date of this Agreement, any Security Interest
                  existing on or over its assets when it becomes a Material
                  Subsidiary, but only if (1) the Security Interest was not
                  created in contemplation of or in connection with it becoming
                  a Material Subsidiary and (2) the principal, capital or
                  nominal amount secured by any such Security Interest and
                  outstanding when the relevant company becomes a Material
                  Subsidiary may not be increased except by reason of any
                  fluctuation in the amount outstanding under, and within the
                  limits and in accordance with the terms of, facilities which
                  exist and are secured by the relevant Security Interest when
                  it becomes a Material Subsidiary;


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            (J)   are given on assets acquired after the date of this Agreement
                  to secure Project Finance Indebtedness provided that the
                  assets which are subject to such Security Interest are assets
                  which are the subject of the applicable project;

            (K)   are created in respect of borrowings from the French Export
                  Credit Corporation (COFACE) or similar governmental agency
                  incurred on concessional terms by any Obligor or Material
                  Subsidiary made to refinance any amount receivable under any
                  export sales contract provided that each such Security
                  Interest consists only of a pledge of such any Obligor or
                  Material Subsidiary claims under such contract against the
                  foreign buyer and of any Security Interest or guarantee of
                  such claims;

            (L)   are created by virtue of the operation of any cash pooling
                  arrangements existing at the date of this Agreement or
                  permitted pursuant to this Agreement for any Obligor or
                  Material Subsidiary with their bankers providing for the
                  setting-off or netting of debit and credit balances on bank
                  accounts of those members of the Group;

            (M)   are granted by any Obligor or Material Subsidiary pursuant to
                  applicable law to any pension fund or managers securing the
                  pension obligations of any Obligor or Material Subsidiary;

            (N)   are created in substitution for any Security Interest referred
                  to in this paragraph (b) so long as the principal, capital or
                  nominal amount secured by such replacement Security Interest
                  does not exceed the amount permitted to be secured under this
                  paragraph (b) by the Security Interest which it replaced;

            (O)   arise out of any order of attachment, sequestration, distress
                  or execution which does not constitute an Event of Default
                  under Clause 21.9 (Creditors' process / final judgment);

            (P)   are created by the transfer of any Security Interest permitted
                  to exist under this paragraph (b) from one person to another,
                  so long as the principal, capital or nominal amount secured by
                  such Security Interest is not increased;

            (Q)   are granted by any member of the VUE Group on any of its
                  assets in respect of or permitted by or required pursuant to
                  the terms of any VUE Bridge Refinancing, any VUE Incremental
                  Indebtedness or the VUE Bridge Extension (as amended from time
                  to time);

            (R)   are granted by Centenary (UK) Limited and its Affiliates in
                  respect of any UMO Refinancing;

            (S)   are granted on or over assets or rights to receive assets in
                  connection with the disposal of Sithe Asia with an aggregate
                  value of no more than U.S.$60,000,000 (or equivalent in other
                  currencies) at any time; and

            (T)   are granted on or over assets with an aggregate value of no
                  more than, and securing Financial Indebtedness, the amount of
                  which (when aggregated with the amount of other Financial
                  Indebtedness which has the benefit of a Security Interest not
                  permitted under the preceding subparagraphs) does not exceed,
                  U.S.$100,000,000 (or equivalent in other currencies) at any
                  time,

            provided that:


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                  I.    subject to paragraphs (II) and (III) below, prior to a
                        Release Condition Date, the aggregate principal amount
                        of Financial Indebtedness secured by all Security
                        Interests created or outstanding under this paragraph
                        (b) (excluding paragraphs (b)(i), (b)(ii) and
                        (b)(iii)(J), (Q) and (R) above), when aggregated with
                        the aggregate value of all assets and receivables sold,
                        transferred or otherwise disposed of pursuant to all
                        Restricted Transactions (as defined in Clause 19.13),
                        (excluding for the avoidance of doubt Security Interests
                        over and Restricted Transactions of any shares in or
                        assets of any member of the VUE Group, the Maroc Telecom
                        Group, the Cegetel Group and VTH) does not at any time
                        exceed E500,000,000 (or equivalent in other currencies);

                  II.   on or after a Release Condition Date (but subject to
                        paragraph (III) below), the aggregate principal amount
                        of Financial Indebtedness secured by all Security
                        Interests created or outstanding under paragraphs (a),
                        (b) and (c) of Clause 19.12 (Negative Pledge) (including
                        for the avoidance of doubt, the Existing Cegetel
                        Security and any other Security Interests granted on or
                        over assets of any member of the Cegetel Group) (but
                        excluding b(iii)(J) and, prior to a Security Release
                        Condition Date, b(ii)), when aggregated with the
                        aggregate value of all assets and receivables sold,
                        transferred or otherwise disposed of pursuant to all
                        Restricted Transactions (as defined in Clause 19.13
                        (Transactions similar to security), does not at any time
                        exceed 7.5 per cent. of consolidated assets (being the
                        total amount of assets shown in the most recent
                        consolidated balance sheet of the Group). For the
                        avoidance of doubt, following a Release Condition Date
                        (but subject to paragraph (III) below), no maximum
                        amount shall apply to any Security Interest permitted to
                        be created or to subsist pursuant to paragraphs
                        (b)(iii)(C), (E) and (U); and

                  III.  if, at any time after a Release Condition Date, an
                        Investment Downgrading Date occurs, the provisions of
                        paragraph (I) above shall be automatically reinstated
                        and remain in force in place of the provisions of
                        paragraph (II) above from the Investment Downgrading
                        Date unless and until such time as a Release Condition
                        Date occurs again in which case the provisions of
                        paragraph (II) shall apply.

(c)   Paragraph (a) does not apply to:

      (i)   Existing Cegetel Security; and

      (ii)  Security Interests granted on or over assets of any member of the
            Cegetel Group securing Financial Indebtedness in an amount, which
            when aggregated with all assets and receivables sold, transferred or
            otherwise disposed of by any member of the Cegetel Group pursuant to
            all Restricted Transactions (as defined in Clause 19.13) other than
            pursuant to a securitisation do not exceed an amount equal to
            E500,000,000 (or equivalent in other currencies).

(d)   Notwithstanding any other provision in the Finance Documents, no Obligor
      shall create or permit to subsist any Security Interest on any of the
      Games IP. Furthermore, no Security Interest shall be granted over the
      percentage of shares in Centenary Holding N.V. Centenary Holding Limited
      or any other Excluded Music Group Entity over which shares no Obligor can
      create or permit to subsist any Security Interest in favour of the Finance
      Parties as a result


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      of such Excluded Music Group Entity's being or becoming a Foreign
      Subsidiary or becoming held (directly or indirectly) by Universal Studios
      Holding I Corp.

(e)   Notwithstanding any other provision in the Finance Documents, no Obligor
      shall create or permit to subsist any Security Interest in respect of the
      High Yield Notes.

(f)   The Company will not create or permit to subsist (or agree to create or
      permit to subsist) any new security from any other member of the Group
      (other than that granted under the Security Documents at the date of this
      Agreement) in favour of the Existing Bank Debt unless any such new
      security effectively secures the Secured Obligations under this Agreement
      on a pari passu basis with the Existing Bank Debt.

(g)   Following the Maroc Telecom Date, as soon as reasonably practicable and in
      any event of within 45 calendar days thereof, the Company and the Facility
      Agent (on the instructions of the Majority Lenders) shall negotiate in
      good faith with a view to agreeing the aggregate value of assets of the
      Maroc Telecom Group over which a Security Interests may be permitted to be
      created or exist under this Agreement.

(h)   As soon as practicable following notice by the Kingdom of Maroc of its
      intention to exercise the put, the Company shall (unless the Company
      intends to finance any such acquisition by a Maroc Telecom Excluded
      Financing) use its reasonable endeavours to release any Security Interest
      over all the shares it holds (directly or indirectly) in Maroc Telecom
      (other than the Acquired Shares) in favour of the Kingdom of Maroc and to
      obtain the consent of the Kingdom of Maroc to grant security over all the
      shares it holds (directly or indirectly) in Maroc Telecom (including, for
      the avoidance of doubt, the Maroc Telecom Acquired Shares) in favour of
      the Lenders and the Existing Lenders on a pari passu basis.

(i)   Where the Company finances the acquisition of the Maroc Telecom Acquired
      Shares by a Maroc Telecom Excluded Financing, the Company will not create
      or permit to subsist (or agree to create or permit to subsist) any
      Security Interest over any of the shares it holds (directly or indirectly)
      in Maroc Telecom (other than any shares (held directly or indirectly) by
      the Company in Maroc Telecom permitted to be pledged in favour of the
      Lenders under the Maroc Telecom Excluded Financing).

19.13 TRANSACTIONS SIMILAR TO SECURITY

(a)   No Obligor or Material Subsidiary will enter into any Restricted
      Transaction if as a result the aggregate value of all assets and
      receivables sold, transferred or otherwise disposed of pursuant to all
      Restricted Transactions, provided that:

      (i)   prior to a Release Condition Date (but subject to paragraphs (ii)
            and (iii) below), when aggregated with the aggregate principal
            amount of Financial Indebtedness secured by all Security Interests
            created or outstanding under Clause 19.12(b) (excluding Clause
            19.12(b)(i), Clause 19.12(b)(ii) and Clause 19.12(b)(iii)(J), (Q)
            and (R)) (excluding for the avoidance of doubt Security Interests
            over and Restricted Transactions of any shares in or assets and
            receivables of any member of the VUE Group, the Maroc Telecom Group,
            subject to paragraph (c), the Cegetel Group and VTH) would exceed
            E500,000,000 (or equivalent in other currencies);

      (ii)  on or after a Release Condition Date (but subject to paragraph (iii)
            below), when aggregated with the aggregate principal amount of
            Financial Indebtedness secured by all Security Interests created or
            outstanding under paragraphs (a), (b) and (c) of Clause 19.12
            (Negative pledge) (including for the avoidance of doubt, the
            existing Cegetel Security and any other Security Interests granted
            on or over assets of any


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            member of the Cegetel Group) (but excluding b(iii)(J) and, prior to
            a Security Release Condition Date, b(ii)) does not at any time
            exceed 7.5 per cent. of consolidated assets (being the total amount
            of assets shown in the most recent consolidated balance sheet of the
            Group). For the avoidance of doubt, following a Release Condition
            Date (but subject to (iii) below), no maximum amount shall apply to
            any Security Interest permitted to be created or subsist pursuant to
            Clause 19.12(b)(iii)(C), (E) and (U); and

      (iii) if at any time after a Release Condition Date or a Security Release
            Condition Date, an Investment Downgrading Date occurs, the
            provisions of paragraph (i) above shall, be automatically reinstated
            and remain in force in place of the provisions of paragraph (ii)
            above from the Investment Downgrading Date unless and until such
            time as a Release Condition Date or a Security Release Condition
            Date, as the case may be, occurs again, in which case the provisions
            of paragraph (ii) shall apply.

(b)   In this Clause 19.13, RESTRICTED TRANSACTION means a sale, transfer or
      other disposal by any Obligor or any Material Subsidiary of:

      (i)   any of its assets on terms whereby it is or may be leased to or
            re-acquired or acquired by a member of the Group or any of its
            related entities; or

      (ii)  any of its receivables on recourse terms (excluding the discounting
            of bills or notes in the ordinary course of trading),

      (other than in connection with any Project Finance Indebtedness or Product
      Financing by that Obligor or Material Subsidiary, any assets or
      receivables of Centenary (UK) Limited and certain of its Affiliates in
      connection with the UMO Refinancing or any assets or receivables of any
      member of the VUE Group in connection with any VUE Bridge Refinancing or
      VUE Incremental Indebtedness) in circumstances where the transaction is
      entered into primarily as a method of raising Financial Indebtedness or of
      financing the acquisition of an asset, provided that if such a transaction
      is defeased it shall not thereafter constitute a Restricted Transaction,
      and for these purposes a Restricted Transaction is DEFEASED if all of the
      obligations of the Obligor or Material Subsidiary concerned thereunder are
      irrevocably (A) transferred in full to a person that is not a member of
      the Group or (B) prepaid or (C) otherwise discharged and extinguished in
      full, such that no Obligor or Material Subsidiary thereafter has any
      outstanding Financial Indebtedness with respect to such transaction and
      provided further that nothing in this Clause 19.13 shall permit any member
      of the Group to enter into or agree to enter into the covenant defeasance
      arrangements referred to in Section 5.05(a) of the VUE Partnership
      Agreement.

(c)   Paragraph (a) does not apply to any assets and receivables sold,
      transferred or otherwise disposed of by any member of the Cegetel Group
      pursuant to any Restricted Transactions, (other than pursuant to a
      securitisation) which when aggregated with the amount of Financial
      Indebtedness secured by Security Interests granted on or over assets of
      any member of the Cegetel Group does not exceed an aggregate amount equal
      to E500,000,000 (or equivalent in other currencies).

19.14 DISPOSALS

(a)   Except as provided in paragraph (b) below, no Obligor will, and each
      Obligor will procure that no member of the Group, either in a single
      transaction or a series of transactions and whether voluntarily or
      involuntarily, sell, transfer, grant or lease or otherwise dispose of any
      of its assets.


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(b)   Paragraph (a) does not apply to:

      (i)   until a Release Condition Date (or at any time thereafter, if an
            Investment Downgrading Date occurs, from the Investment Downgrading
            Date until a Release Condition Date occurs again), any disposal of
            assets (other than the VE Shares referred to in paragraph (viii)
            below) which is made for full market value and for cash payable at
            the time of the disposal, where an amount equal to the Net Proceeds
            of which (if the asset is an Asset) are applied in accordance with
            and subject to the provisions of the terms of Clause 7 (Prepayment
            and Cancellation), provided that in the case of any such disposal of
            an Asset:

            (A)   (other than in the case of any disposal of the shares in,
                  assets or business of any member of the VUE Group or the Music
                  Group) (x) up to 30 per cent. of the purchase consideration
                  for such disposal may be on terms that defer its payment for
                  up to one year from the date of such disposal and/or (y)
                  (other than in the case of the Games Disposal) up to 30 per
                  cent. of the purchase consideration may be in the form of
                  valuable non-cash consideration payable at the time of that
                  disposal and provided further that the aggregate amount of the
                  purchase consideration in respect of such disposals so
                  deferred and/or paid by non-cash consideration does not exceed
                  E350,000,000 throughout the term of this Agreement; and

            (B)   (in the case of any disposal of the shares in, assets or
                  business of any member of the VUE Group or the Music Group) up
                  to 35 per cent. of the purchase consideration for such
                  disposal may be in the form of valuable non-cash consideration
                  and on terms that defer its payment for no more than two years
                  from the date of such disposal,

            and after a Release Condition Date, any disposal of assets (other
            than the VE Shares referred to in paragraph (viii) below) which is
            made in the ordinary course of business of the disposing entity or
            for full market value and on normal commercial terms; or

      (ii)  a disposal of any asset with a market value of E30,000,000 (or
            equivalent in other currencies) or less; or

      (iii) disposal in the ordinary course of business or trading of the
            disposing entity of stock in trade, business inventories, fixtures
            and fittings, furniture and other office equipment; or

      (iv)  Relevant Intra Group Disposals or the disposal of any VUE Loan by
            VCNA, VUHIC or the Company to VUE Borrower Co. permitted under this
            Agreement or the disposal of any VUE Loans as permitted by the VUE
            Loan Assignment Agreement; or

      (v)   disposals of surplus, obsolete or redundant plant and equipment; or

      (vi)  the expenditure of cash in the ordinary course of business or
            trading (other than in connection with a transaction or operation
            which is prohibited by the terms of this Agreement) or the disposal
            of permitted cash equivalents for cash or in exchange for other cash
            equivalents; or

      (vii) disposals pursuant to Restricted Transactions permitted by Clause
            19.13 (Transactions similar to security), leasing transactions
            permitted by Clause 19.16


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            (Leasing) pursuant to transactions permitted by Clause 19.18
            (Mergers and acquisitions), or Clause 19.20 (Dividends and
            distributions) or Permitted Joint Venture; or

      (viii) the VE Shares Disposal, the Games Disposal, any Canal + Disposal or
            (subject to the provisions of Clause 7.7 (Mandatory prepayment from
            VE Shares Disposal)) the disposal of the VE Shares pursuant to the
            VE Call Option and for cash payable at the time of the disposal; or

      (ix)  the VUE Excluded Disposals or a disposal by any member of the VUE
            Group in respect of or permitted by any VUE Bridge Refinancing or
            VUE Incremental Indebtedness; or

      (x)   disposal of Cegetel Shares to the extent the Company is bound by
            drag along obligations in respect of the same in favour of the
            Lenders under the Non Recourse Financing the proceeds of which are
            prepaid in accordance with the provisions of Clause 7 (Prepayment
            and Cancellation); or

      (xi)  any disposal by a member of the Group (other than by an Obligor or a
            Material Subsidiary) where such disposal does not have nor could be
            reasonably expected to have a Material Adverse Effect or to
            jeopardise the guarantees given to the Lenders under the Finance
            Documents or the Lenders' security under the Security Documents.


19.15 FINANCIAL INDEBTEDNESS

      No Obligor will, and each Obligor will procure that no Material Subsidiary
      will, incur or have outstanding any Financial Indebtedness other than:

      (a)   under the Finance Documents or Existing Facilities or the Existing
            Contingent Financial Liabilities or non-material contingent
            Financial Liabilities outstanding as at the date of this Agreement
            or uncommitted facilities, overdrafts, daylight overdrafts,
            intra-day facilities and facilities used for technical purposes
            (i.e. credit card programmes) outstanding as at the date of this
            Agreement;

      (b)   any Financial Indebtedness as permitted by Clause 19.17 (Financial
            guarantees) or by Clause 19.19 (Loans out, Intra Group Loans);

      (c)   any Project Finance Indebtedness;

      (d)   any Product Financing;

      (e)   any Existing Facilities Refinancings (including, for the avoidance
            of doubt, any VUE Bridge Refinancing and any UMO Refinancing);

      (f)   VUE Incremental Indebtedness (where an amount of up to U.S.$
            200,000,000 (or equivalent in other currencies) is applied in full
            forthwith towards repayment of (i) all VUE Loans, if any, made by
            VUHIC to VUE for working capital purposes to the extent required in
            accordance with Clause 19.19(j) (Loans out, Intra Group Loans) or
            (ii) the UCI Loan);

      (g)   any Local Borrowings;

      (h)   any Financial Indebtedness where an amount equal to the Net Proceeds
            of such indebtedness is applied forthwith in mandatory prepayment
            and cancellation of the Facility under Clause 7 (Prepayment and
            Cancellation);


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      (i)   any Financial Indebtedness of the type referred to in paragraph (g)
            of the definition thereof entered into for the purposes of any
            transaction permitted under Clause 19.28(b);

      (j)   commercial paper issued (other than by a member of the Cegetel
            Group) in an aggregate principal amount of up to E50,000,000 (or
            equivalent in other currencies);

      (k)   in respect of which another member of the Group (including for the
            avoidance of doubt any member of the Cegetel Group) is the creditor
            as permitted in accordance with the terms of Clause 19.19 (Loans
            out, Intra Group Loans);

      (l)   an Equity Issue;

      (m)   in respect of any member of the Cegetel Group in an aggregate
            principal amount not to exceed at any time E3,000,000,000 (or
            equivalent in other currencies) (including no more than E800,000,000
            to finance the acquisition referred to in Clause 19.18(b)(viii)
            (Mergers and acquisitions) (including no more than E300,000,000 of
            existing Financial Indebtedness in the entity acquired));

      (n)   under an intra-day facility entered into for cash management
            purposes in a maximum aggregate amount not to exceed E100,000,000
            (or its equivalent in other currencies);

      (o)   subject to the other provisions of this Agreement, any other new
            borrowing which is unsecured and not guaranteed and which has an
            original scheduled maturity date falling no earlier than one year
            after the later of the Final Maturity Date and the original final
            maturity date of the Multicurrency Revolving Credit Facility;

      (p)   the VU/SIT Loan;

      (q)   Financial Indebtedness of the VUE Group arising out of TV satellite
            capital lease existing at the date of this Agreement (the monthly
            rent under such lease being U.S.$184,660, and the lease expiring in
            October 2003 with the Company having the option to purchase the
            transponder for the greater of U.S.$2,671,000 or its fair market
            value);

      (r)   any reimbursement or indemnification obligations (other than in
            respect of Financial Indebtedness) arising in the ordinary course of
            business or indemnification obligations arising in respect of any
            appeal bond;

      (s)   any Financial Indebtedness arising from the honouring by a bank or
            other financial institution of a cheque, draft or similar instrument
            drawn against insufficient funds in the ordinary course of business;
            and

      (t)   any Financial Indebtedness of the type referred to in paragraph (e)
            of the definition of Financial Indebtedness to the extent payable
            within 180 calendar days from the time of acquisition or possession.

19.16 LEASING

      No Obligor will, and each Obligor will procure that no Material Subsidiary
      will, enter into any lease or leasing arrangements other than in the
      ordinary course of business or as disclosed in writing to the Facility
      Agent prior to a Release Condition Date (subject always to the provisions
      of 19.1(g)).


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<PAGE>
19.17 FINANCIAL GUARANTEES

(a)   In this Clause 19.17, a FINANCIAL GUARANTEE means a guarantee, indemnity
      or similar assurance against financial loss of a person in respect of any
      indebtedness of a type falling within paragraphs (a) to (h) of the
      definition of Financial Indebtedness in Clause 1.1 (Definitions) and
      includes without limitation, each Contingent Financial Liability.

(b)   No member of the Group will incur or allow to be outstanding any new
      financial guarantee in respect of any person on or after the date of this
      Agreement.

(c)   Paragraph (b) does not apply to:

      (i)   any guarantee arising under, or expressly permitted by, the Finance
            Documents;

      (ii)  the endorsement of negotiable instruments for the purpose and in the
            ordinary course of carrying on the relevant entity's trade;

      (iii) guarantees in favour of a Lender to facilitate the operation of bank
            accounts of members of the Group maintained with such Lender on a
            net balance basis;

      (iv)  guarantees by a member of the Group which is not an Obligor in
            respect of Local Borrowings;

      (v)   Excluded Financial Indebtedness;

      (vi)  for the avoidance of doubt, customary vendor warranties or
            indemnities given by a member of the Group in a sale and purchase
            agreement for a disposal by it permitted by Clause 19.14
            (Disposals);

      (vii) guarantees given in favour of fiscal authorities and
            counter-guarantees given for the purpose of avoiding a requirement
            by such authorities of payment or collateral on account of a member
            of the Group's fiscal obligations;

      (viii) guarantees in respect of new Financial Indebtedness permitted by
            Clause 19.15 (Financial Indebtedness) not otherwise permitted
            pursuant to paragraphs (i) to (iv) above in an aggregate amount at
            any time outstanding for the Group not exceeding E300,000,000 (or
            equivalent in other currencies);

      (ix)  in respect of any financial guarantee by a member of the Cegetel
            Group, the Existing Contingent Cegetel Financial Liabilities and
            other Financial Indebtedness incurred by Cegetel and permitted under
            Clause 19.15 (Financial Indebtedness) in an aggregate principal
            amount not to exceed E600,000,000 (or equivalent in other
            currencies);

      (x)   in respect of the Cegetel Indemnity;

      (xi)  guarantees given by any member of the VUE Group which are permitted
            by or required pursuant to the terms of any VUE Bridge Refinancing
            or the VUE Bridge Extension (as amended from time to time) or VUE
            Incremental Indebtedness or by Centenary (UK) Limited and certain of
            its Affiliates in connection with the UMO Refinancing;

      (xii) the guarantee granted by a member of the VUE Group in respect of
            Shanghai Universal Studios Theme Park Co. Ltd. in an aggregate
            principal amount not to exceed U.S.$140,750,000;


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      (xiii) renewal or replacement of any existing guarantees;

      (xiv) any letter of comfort issued by a member of the Group with respect
            to financial statements of any member of the Group;

      (xv)  for the avoidance of doubt, any performance guarantee granted by any
            member of the Group in respect of an obligation of another member of
            the Group in the ordinary course of trading; and

      (xvi) any guarantee or counter-guarantee granted by any member of the
            Group in respect of any obligation of another member of the Group
            under any operating lease where the premises are occupied or sublet
            by a member of the Group.

(d)   Each Obligor shall procure that any indemnities and warranties given in
      any sale and purchase agreement for a disposal contemplated by the
      Disposal Confirmation to which any member of the Group is party as vendor
      are customary (in type, amount and duration) for the type of disposal
      concerned.

(e)   Notwithstanding any other provision of the Finance Documents, no Obligor
      shall incur or permit to be outstanding any guarantee in favour of the
      holders of the High Yield Notes or the trustee under the Indenture.

(f)   The Company will not incur or allow to be outstanding (or agree to incur
      or allow to be outstanding) any new financial guarantee from any member of
      the Group (other than the guarantees incurred under the Existing Bank Debt
      Guarantee at the date of this Agreement) in favour of the Existing Bank
      Debt unless any such new financial guarantee effectively guarantees the
      Secured Obligations under this Agreement on a pari passu basis with the
      Existing Bank Debt.

19.18 MERGERS AND ACQUISITIONS

(a)   Except as provided in paragraph (b) below, no Obligor will, and each
      Obligor will procure that no member of the Group will, enter into any
      amalgamation, demerger, merger or reconstruction, nor make any
      acquisitions of, or investments in any business or any shares or other
      securities.

(b)   Paragraph (a) does not apply to:

      (i)   the acquisition of any Product or other stock in trade made in the
            ordinary course of trade or any Permitted Joint Venture; or

      (ii)  the acquisition of Shares in Joint Ventures to the extent permitted
            by Clause 19.27 (Joint Ventures); or

      (iii) any other acquisition or investments not exceeding E50,000,000 per
            annum in aggregate (or equivalent in other currencies) prior to the
            Facility Discharge Date; or

      (iv)  an amalgamation, demerger, merger or reconstruction, acquisition or
            investment in any business or any shares or other securities
            involving only members of the Group which are not Obligors carried
            out on a solvent basis (including, without limitation, for the
            purpose of a tax reorganisation or tax restructuring,
            recapitalisation of subsidiaries, or for the simplification of the
            Group structure chart, provided that:

            (A)   the Company supplies the Facility Agent as soon as possible
                  prior to such reorganisation with reasonable details thereof;
                  and


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            (B)   if any security created pursuant to the Security Documents has
                  been or is likely to be (in the opinion of the Majority
                  Lenders) affected by such reorganisation, the Company shall
                  ensure that the relevant member of the Group shall execute and
                  deliver to the Security Agent such additional Security
                  Documents as the Majority Lenders may reasonably require on
                  substantially the same terms as the Security Documents
                  charging the assets, subject of the affected security; or

      (v)   an amalgamation, demerger, merger or reconstruction, acquisition or
            investment in any business or any shares or other securities
            involving any member of the Group (other than an Obligor except
            Games permitted under this Agreement) carried out on a solvent basis
            for the purposes of facilitating a disposal permitted by Clause
            19.14 (Disposals) which could not reasonably be expected to have a
            Material Adverse Effect or to jeopardise the guarantees given to the
            Lenders under the Finance Documents or the Lenders' security under
            the Security Documents; or

      (vi)  any such operation or transaction entered into with the prior
            written consent of the Majority Lenders (and, for the avoidance of
            doubt, such consent may be withheld, without limitation, if the
            Majority Lenders are of the opinion that any such amalgamation,
            merger, de-merger, consolidation, reconstruction or transfer could
            jeopardise the guarantees given to the Lenders under the Finance
            Documents or the Lenders' security under the Security Documents); or

      (vii) the exercise of put options listed as Contingent Financial
            Liabilities or other put options where the exercise price is not
            payable in cash in each case in respect of put options existing at
            the date of this Agreement; or

      (viii) the acquisition by Cegetel of that part of Telecom Developpement SA
            France not presently beneficially owned by Cegetel for an aggregate
            total consideration of not more than E800,000,000 (including
            E300,000,000 of acquired debt); or

      (ix)  investments in VUE Borrower Co. by the Company, the amount of which
            investments, when aggregated with loans outstanding and permitted to
            be made to VUE Borrower Co. by the Company pursuant to Clause 19.19
            does not exceed at any time an aggregate amount of U.S.$ 200,000,000
            (or equivalent in other currencies); or

      (x)   any amalgamation, demerger, merger, reconstruction, acquisition or
            investment in connection with a Relevant Intra Group Disposals and
            in relation to the VE separation agreement entered into on 20th
            December, 2002 as disclosed to the Facility Agent prior to the date
            of this Agreement; or

      (xi)  the acquisition by the Company of 16 per cent. of the share capital
            of Maroc Telecom pursuant to the exercise by the Kingdom of Maroc
            pursuant to the put option set out in the Protocole d'Accord between
            the Kingdom of Maroc and the Company dated 4th March 2002; or

      (xii) investments in Shanghai Universal Theme Park Co. Ltd up to an
            aggregate amount of U.S.$217,000,000 (or equivalent in other
            currencies) by any member of the VUE Group; or

      (xiii) any Games Reorganisation; or


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      (xiv) investments made for non-cash consideration, subject always to
            Clause 19.26, , provided that such investments do not expose any
            member of the Group to any liability, actual or contingent, for
            Financial Indebtedness; or

      (xv)  any investment expressly permitted pursuant to this Agreement.

19.19 LOANS OUT, INTRA GROUP LOANS

(a)   Except as provided in paragraphs (b) and (c) and subject to the provisions
      of paragraphs (d) to (h) below, no Obligor will, and each Obligor will
      procure that no member of the Group will, be the creditor in respect of
      any Financial Indebtedness.

(b)   Paragraph (a) does not apply to:

      (i)   Financial Indebtedness constituted by any swap or derivative
            instruments permitted by this Agreement or by any bank accounts
            permitted by this Agreement;

      (ii)  Financial Indebtedness owing to any member of the Group by any
            person outside the Group at the date of this Agreement;

      (iii) trade credit extended (A) by any member of the VUE Group to another
            member of the VUE Group or (B) by any member of the Non-VUE Group to
            another member of the Non-VUE Group on normal commercial terms and
            in the ordinary course of business;

      (iv)  a loan to the Company for the purpose of allowing the Company to
            comply with the requirements of Clause 7.15(d).

(c)   Paragraph (a) does not apply to:

      (i)   a loan existing at the date of this Agreement listed in Parts 1, 2,
            3, 4 or 5 of Schedule 15 and, if made by or to an Obligor, which in
            case of a loan listed in Part 4 or 5 complies with paragraph (d)(i)
            and (ii) below respectively;

      (ii)  a loan made by an Obligor to another member of the Group (but not to
            SIT or any member of the Cegetel Group except for a loan made by the
            Company to SIT with the proceeds of the VU/SIT Loan for the purposes
            of repayment or prepayment in full of the Non-Recourse Financing)
            which complies with the requirements of paragraph (d)(i) below;

      (iii) a loan to an Obligor from another member of the Group which complies
            with the requirements of paragraph (d)(ii) below;

      (iv)  a loan between members of the Group which are not Obligors made in
            the ordinary course of day-to-day operations of the Group and in
            accordance and consistent with the Cash Management and IGL
            Arrangements as such arrangements are in operation as at the date of
            this Agreement (or as those arrangements may be amended in
            accordance with the provisions of this Agreement);

      (v)   a loan made between members of the VUE Group;

      (vi)  a loan made by Cegetel to a member of the Group for the purposes of
            Clause 7.8 (Mandatory prepayment from Assets Disposals) or Clause
            19.20 (Dividends and distributions);


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      (vii) Financial Indebtedness arising from any member of the VUE Group's
            obligation to reimburse the relevant member of the Non-VUE Group for
            liabilities and/or expenses relating to video sales or Financial
            Indebtedness arising from a member of the VUE Group's interest in
            the related payments prior to its receipt thereof, in each case
            until such time as all payments in respect of video sales are paid
            directly to an account or accounts of a member or members of the VUE
            Group in accordance with the VUE Bridge Extension;

      (viii) such loan complies with the requirements of paragraph (d)(i) or
            d(ii), as the case may be below;

      (ix)  a loan between a member of the VUE Group and a member of the Non-VUE
            Group, provided that the aggregate outstanding principal amount of
            all VUE Loans made by (A) members of the Non-VUE Group (net of the
            aggregate outstanding principal amount of all VUE Loans made by
            members of the VUE Group (in each case, inclusive of VUE Loans
            existing at 7th May, 2002)) and (B) members of the VUE Group, net of
            the aggregate outstanding principal amount of all VUE Loans made by
            members of the Non-VUE Group (in each case, inclusive of VUE Loans
            existing as at 7th May, 2002) in each of cases (A) and (B) shall at
            no time exceed (i) U.S.$500,000,000 (or equivalent in other
            currencies) or (ii) from the date on which and for so long as VUE is
            assigned a long term secured credit rating by S&P of at least BB+
            and (but not or) Moodys of at least Ba1, U.S.$700,000,000 (or
            equivalent in other currencies) (excluding the Canada Receivables
            and any Excluded Financial Indebtedness), calculated by converting
            any amounts not denominated in U.S.$ in the same manner as non U.S.$
            denominated amounts are converted for purposes of reporting inter
            company balances (consistent with past practices);

      (x)   a loan made by VUHIC to VUE or a loan made by VU, VUE or any VUE
            Foreign Lender to VUE Borrower Co. which complies with the
            requirements of paragraph (i) below;

      (xi)  any indebtedness constituted by deferred purchase consideration
            permitted by paragraph (b) of Clause 19.14; or

      (xii) any Excluded Financial Indebtedness.

(d)   (i)   A Secured Intra Group Loan shall not be permitted to be made,
            incurred or (at any time when it is owing to any Obligor)
            outstanding, unless it is evidenced by an Intra Group Loan Agreement
            or a VUE Loan Agreement, as applicable, and, in each case, is the
            subject of a Security Interest in the agreed form in favour of the
            Security Agent unless the relevant VUE Loan is assigned or
            transferred to VUE Borrower Co. in which case it shall cease in
            accordance with Clause 17 to be the subject of a Security Interest
            provided that the loans referred to in Part 4 of Schedule 15 shall
            be so evidenced and be subject to such a Security Interest as soon
            as reasonably practicable and in any event prior to the first
            Request.

      (ii)  A Subordinated Intra Group Loan shall not be permitted to be made,
            incurred or (at any time when it is owing to any Obligor)
            outstanding, unless it is evidenced by an Intra Group Loan Agreement
            or a VUE Loan Agreement, as applicable, and, in each case, is the
            subject of, and is designated a subordinated loan for the purposes
            of, the relevant Subordination Agreement (unless the relevant loan
            is made by a Foreign Subsidiary to a member of Non-VUE Group and
            subordination of that loan could reasonably be expected to give rise
            to an additional U.S. tax liability in which case it shall not be
            necessary for such loan to become the subject of the relevant


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            Subordination Agreement) provided that the loans referred to in Part
            5 of Schedule 15 shall be subject to the relevant Subordination
            Agreement as soon as reasonably practicable and in any event prior
            to the first Request.

      (iii) For the purposes of this paragraph (d) "relevant Subordination
            Agreement" shall mean:

            (A)   in the case of a VUE Loan which is a Subordinated Intra Group
                  Loan by a member of the VUE Group to a member of the Non-VUE
                  Group, the VUE Subordination Agreement provided that in the
                  case of a Subordinated Intra Group Loan made by any member of
                  the VUE Group to VUE Borrower Co. the subordination terms
                  shall be limited to no insolvency or court action as set out
                  in the VUE Subordination Agreement;

            (B)   in the case of a Subordinated Intra Group Loan between members
                  of the Non-VUE Group (and one or more of such members of the
                  Non-VUE Group is incorporated or organised outside the United
                  States of America), the Non-U.S. Subordination Agreement; and

            (C)   in the case of a Subordinated Intra Group Loan between members
                  of the Non-VUE Group (and one or more of such members of the
                  Non-VUE Group is incorporated or organised in the United
                  States of America), the U.S. Subordination Agreement.

(e)   No Obligor shall, and each Obligor shall procure that (i) no member of the
      Group shall, make any loan to any member of the Maroc Telecom Group, the
      Cegetel Group or SIT save as set out in Part 2 of Schedule 15 or except by
      the Company to SIT with the proceeds of the VU/SIT Loan and that (ii) save
      to the extent of (i), no member of the Maroc Telecom Group, the Cegetel
      Group or SIT is a party to any Cash Management and IGL Arrangements until
      the Maroc Telecom Cash Pooling Date or the Cegetel Cash Pooling Date, as
      the case may be.

(f)   The Non Recourse Financing may not be repaid or prepaid other than by way
      of repayment or prepayment in full from a loan by the Company to SIT of
      the proceeds of the VU/SIT Loan or dividends in respect of the Acquired
      Shares. (For the avoidance of doubt, the Non Recourse Financing may be
      refinanced by SIT subject to the terms of Clause 19.28 (Existing
      Facilities and Treasury Transactions).

(g)   No Obligor shall, and each Obligor shall procure that no member of the
      Group shall, amend or vary the form of Intra Group Loan Agreement or the
      form of VUE Loan Agreement, the commercial terms of any Intra Group Loan
      or VUE Loan (other than an amendment or variation of an immaterial nature
      or to permit a repayment of such Intra Group Loan provided no Default has
      occurred and is continuing or one which is required to be made by law or
      regulation or a change to the interest rate for an Intra Group Loan or VUE
      Loan which is required or advisable to comply with applicable transfer
      pricing principles).

(h)   The Obligors' Agent may, by giving the Facility Agent no less than 30
      calendar days notice in writing, request consent to amend or vary the
      terms of the Cash Management and IGL Arrangements. Unless the Facility
      Agent (acting on the instructions of the Majority Lenders) notifies the
      Obligors' Agent of its agreement to such request, no such amendment or
      variation shall be made (other than an amendment or variation of an
      immaterial nature or one which is required to be made by law or
      regulation).

(i)   (i)   No member of the Non-VUE Group will accept a commitment to lend
            to a VUE Group member and no member of the VUE Group will accept a
            commitment to lend


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            to a Non-VUE Group member except in accordance with the provisions
            of this Clause 19.19 and Clause 19.39.

      (ii)  No member of the Group shall be permitted to make a VUE Loan at any
            time after the occurrence of an Event of Default which is continuing
            if the Facility Agent (acting on the instructions of the Majority
            Lenders) shall have notified the Obligors' Agent thereof provided
            that this sub-paragraph shall not apply to Excluded Financial
            Indebtedness.

      (iii) The aggregate outstanding principal amount of all loans made by VU
            or VUHIC to VUE Borrower Co. shall at no time be more than
            U.S.$200,000,000 excluding for the avoidance of doubt, any loans
            which have been assigned or transferred to VUE Borrower Co. pursuant
            to and in accordance with the provisions of the VUE Assignment
            Agreement.

(j)   (i)   The Company shall ensure that the first U.S.$ 200,000,000 (or
            equivalent in other currencies) of the Net Proceeds (excluding any
            VUE Excluded Proceeds and any VUE Retention and any proceeds arising
            from the disposal of UCI (as defined in Schedule 19)) of Debt Issues
            made by any member of the VUE Group permitted under Clause 19.15
            (Financial Indebtedness) and Equity Issues and Assets Disposals made
            by any member of the VUE Group to a party outside the Group is
            forthwith applied in repayment of any and all outstanding VUE Loans
            or UCI Loans, if any, made by VUHIC to VUE for working capital
            purposes.

      (ii)  Where the aggregate amount of all Net Proceeds (excluding any VUE
            Excluded Proceeds, any VUE Retention and any proceeds arising from
            the disposal of UCI (as defined in Schedule 19)) of Debt Issues,
            Equity Issues and/or Assets Disposals by members of the VUE Group to
            a party outside the Group exceeds U.S.$ 200,000,000 (or equivalent
            in other currencies), the aggregate outstanding principal amount of
            all VUE Loans, if any, made by any member of the Non-VUE Group net
            of the aggregate principal amount of all VUE Loans made by any
            member of the VUE Group (in each case inclusive of VUE Loans
            existing at 7th May, 2002 (excluding the Canada Receivables and any
            Excluded Financial Indebtedness) shall be reduced forthwith to no
            more than zero.

      (iii) Where the aggregate amount of all Net Proceeds (excluding any VUE
            Excluded Proceeds and any VUE Retention and any proceeds arising
            from the disposal of UCI (as defined in Schedule 19)) of Debt
            Issues, Equity Issues and/or Assets Disposals by members of the VUE
            Group to a party outside the Group does not exceed U.S.$ 200,000,000
            (or equivalent in other currencies), the amount set forth in
            paragraph (i) above shall be reduced by an amount equal to such
            aggregate amount.

(k)   Where a member of the Group is disposed of and ceases to remain a member
      of the Group, all Intra Group Loans to which any such member of the Group
      is a party under which it is indebted to another member of the Group must
      be repaid immediately upon it ceasing to be a member of the Group (unless
      otherwise instructed by the Facility Agent (acting on the instructions of
      the Majority Lenders)).

19.20 DIVIDENDS AND DISTRIBUTIONS

(a)   Except as provided in paragraphs (b) and (c) below, no Obligor (other than
      the Company) will, and each Obligor will procure that no member of the
      Group may:


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      (i)   declare, make or pay a dividend (or interest on any unpaid
            dividend), charge, fee or other distribution (whether in cash or in
            kind) on or in respect of its share capital (or any class of its
            share capital); or

      (ii)  repay or distribute any dividend or share premium reserve,

      in each case to any person that is not a member of the Group (provided
      that this Clause 19.20 shall not restrict the payment of dividends to
      minority shareholders of a member of the Group at the same time as a
      dividend is being paid to another shareholder which is a member of the
      Group).

(b)   Paragraph (a) does not apply to any payment expressly permitted under the
      Finance Documents or pursuant to any contractual obligation to make a
      payment under the terms of any shareholder agreement or any such
      obligation described in Schedule 20 as the same is in force at the date of
      the Commitment Letter.

(c)   The Company shall use its reasonable endeavours to ensure that the Cegetel
      dividend payments projected in the Original Liquidity Analysis for the
      years 2003 and 2004 is made in the amount and on the date referred to in
      the Original Liquidity Analysis.

19.21 SHARE CAPITAL

(a)   Except as provided in paragraph (b) below, no Obligor will and each
      Obligor will procure that no Material Subsidiary will redeem, repurchase,
      defease, retire or repay any of its share capital or resolve to do so.

(b)   Paragraph (a) does not apply:

      (i)   to any transaction expressly permitted under the Finance Documents
            or entered into pursuant to any contractual obligation under any
            shareholder agreement (including for the avoidance of doubt, the VUE
            Partnership Agreement (but excluding the covenant defeasance
            arrangements referred to in Section 5.05(a) thereof)) or any
            obligation referred to in Schedule 20 as the same is in force at the
            date of this Agreement; or

      (ii)  where no cash payment is made or expected to be made for the
            purposes of such transaction; or

      (iii) to the purchase of the Company or Material Subsidiary's share
            capital (whether directly or through call options or similar
            arrangements) for the purposes of employee stock option plans or
            schemes; or

      (iv)  to a share purchase programme for the shares in Canal + approved by
            the shareholders of Canal + pursuant to and in accordance with
            Article L. 225-209 of the French Commercial Code, provided always
            that the Company shall not exercise its voting rights in respect of
            Canal + shares held by the Company in favour of any such share
            purchase programme, unless a Release Condition Date has occurred in
            which case, at any time between a Release Condition Date and the
            next subsequent Investment Downgrading Date, the Company shall not
            exercise its voting rights in respect of Canal + shares held by the
            Company in favour of any such share purchase programme whereby Canal
            + would be permitted to purchase more than 5 per cent. of its total
            share capital; or


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         (v)      where an amount equal to 100 per cent. of any cash payment
                  made to shareholders in connection with such transaction is
                  applied forthwith in mandatory prepayment and cancellation of
                  the Facility.

19.22    INTELLECTUAL PROPERTY RIGHTS

         Each Obligor shall and shall ensure that each member of the Group
         shall:

         (a)      make any registration and pay any fee or other amount which is
                  necessary to keep the registered Intellectual Property Rights
                  owned by any member of the Group which are material to the
                  business of a member of the Group in force;

         (b)      take such steps as are (other than in relation to piracy of
                  Intellectual Property Rights regarding Games IP) necessary and
                  (in all cases) commercially reasonable (including the
                  institution of legal proceedings) to prevent third parties
                  infringing those Intellectual Property Rights; and

         (c)      not enter into licence arrangements in respect of those rights
                  save for:

                  (i)      licence arrangements entered into with members of the
                           Group for so long as they remain members of the
                           Group; or

                  (ii)     licence arrangements entered into on normal
                           commercial terms and in the ordinary course of its
                           business,

         save to the extent in the case of any member of the Group (other than
         an Obligor or Material Subsidiary) where failure to do so does not or
         could not be reasonably expected to have a Material Adverse Effect.

19.23    INSURANCE

         Each Obligor shall and shall ensure that each member of the Group
         maintain insurance with financially sound and reputable insurers with
         respect to its material business and assets of an insurable nature
         against such risks and in such amounts as are normally maintained by
         persons carrying on the same or a similar class of business, save in
         the case of any member of the Group (other than an Obligor or Material
         Subsidiary) to the extent that failure to do so does not or could not
         be reasonably expected to have a Material Adverse Effect.

19.24   COMPLIANCE WITH ENVIRONMENTAL LAWS

         Each Obligor shall and shall ensure that each member of the Group
         shall:

         (a)      comply with all Environmental Laws applicable to it and any
                  notices served on it where failure to do so would have or
                  could reasonably be likely to have a Material Adverse Effect;

         (b)      make financial provision in respect of any actual or
                  contingent liability it may face arising from any
                  environmental claim which is adequate in light of a reasonable
                  assessment of such liability and which if not made may have or
                  be reasonably likely to have a Material Adverse Effect and
                  notify the Facility Agent of the details of such provision;
                  and

         (c)      indemnify each Finance Party and their respective officers,
                  employees, agents and delegates (together the INDEMNIFIED
                  PARTIES) against any cost or expense suffered or incurred by
                  them (except to the extent caused by their own gross
                  negligence or wilful


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                  default or wilful misconduct) which arises by virtue of any
                  legal proceedings under or pursuant to any Environmental Law
                  involving that Finance Party which would not have arisen if
                  that Finance Party had not entered into a Finance Document, or
                  any breach of any applicable Environmental Law by any member
                  of the Group.

19.25    MAINTENANCE OF STATUS

         Each Obligor shall, and shall ensure that each Material Subsidiary
         shall:

         (a)      do all such things as are necessary to maintain its corporate
                  existence (subject to any amalgamation, demerger, merger or
                  reconstruction permitted by Clause 19.18 (Mergers and
                  acquisitions)); and

         (b)      ensure that it has the right and is duly qualified to conduct
                  its business as it is conducted in all applicable
                  jurisdictions.

19.26    ARM'S-LENGTH TERMS

         No Obligor will, and each Obligor will ensure that no member of the
         Group will, enter into any transaction with any person except on
         ordinary commercial terms and on the basis of arm's-length
         arrangements, or enter into any transaction whereby any Obligor or
         member of the Group might pay more than the ordinary commercial
         consideration for any purchase or acquisition or might receive less
         than full commercial consideration for its services or products.

19.27    JOINT VENTURES

         The Obligors will not, and will procure that no member of the Group
         will, enter into or acquire any interest in any Joint Venture other
         than those existing at the date of this Agreement or the Shanghai
         Universal Studios Theme Park Co. Ltd joint venture other than a Joint
         Venture in relation to which the following conditions are satisfied:

         (a)      the Majority Lenders have given their prior written consent;
                  or

         (b)      (i)      the Joint Venture is within the scope and for the
                           furtherance of the Group's business;

                  (ii)     the Joint Venture is an entity incorporated with
                           limited liability and, in any event, the liability or
                           contribution of the relevant member of the Group in
                           relation to the Joint Venture does not in any event
                           exceed E25,000,000 in aggregate (or equivalent in
                           other currencies);

                  (iii)    the Joint Venture could not reasonably be expected to
                           jeopardise the guarantees given to the Lenders under
                           the Finance Documents or the Lenders' security under
                           the Security Documents; and

                  (iv)     the Joint Venture does not result in a breach of any
                           other provisions of the Finance Documents; or

         (c)      a Permitted Joint Venture.

19.28    EXISTING FACILITIES AND TREASURY TRANSACTIONS

(a)      No Obligor will and each Obligor will ensure that no member of the
         Group shall:

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         (i)      subject to Clause 7.16(j), make any voluntary prepayment or
                  cancellation of any amount outstanding or drawable under any
                  Existing Facility or any Existing Facilities Refinancing, or
                  under any Existing Cegetel Financial Indebtedness or any
                  refinancing of the same, prior to its originally scheduled
                  maturity date or scheduled expiry date (other than a
                  prepayment of the VUE Bridge Extension, any VUE Bridge
                  Refinancing or otherwise in accordance with the terms of
                  Clause 7 (Prepayment and Cancellation) or in order to carry
                  out an Existing Facilities Refinancing or a payment by the
                  Company of the guarantee under the UMO Financing or the
                  application of proceeds of the VU/SIT Loan in prepayment or
                  repayment in full of the Non-Recourse Financing); or

         (ii)     subject to Clause 7.16(k), make any amendment (or agree to
                  make any amendment) to the terms of any Existing Facility or
                  any Existing Facilities Refinancing, or of any Existing
                  Cegetel Financial Indebtedness or any refinancing of the same,
                  to advance any scheduled maturity date or amend the mandatory
                  prepayment provisions or grant any Security Interests or
                  guarantees thereunder or make (or agree to make) any amendment
                  to the financial covenants pursuant to the Multicurrency
                  Revolving Credit Facility to the extent that equivalent
                  amendments are not made to the RATIOS (as defined in Clause
                  20.3(c) (Financial Covenants)) at the same time in any way
                  which would be materially detrimental or prejudicial to the
                  interests, rights and remedies of the Finance Parties under
                  this Facility).

(b)      No Obligor will, and each Obligor will ensure that no member of the
         Group shall, enter into any currency swap or interest swap, cap or
         collar arrangements or any other derivative instrument or any similar
         treasury transaction save where entered into in the ordinary course of
         business by a member of the Group for non-speculative purposes and
         which is consistent with the prudent management of its business and for
         hedging purposes.

(c)      No member of the Group shall terminate, close out or otherwise cancel
         any of its swap or derivative instruments unless either (i) the
         relevant member of the Group (acting reasonably) does so in order to
         minimise or limit further losses or (ii) the underlying transaction
         hedged by any such swap or derivative instrument has been cancelled or
         terminated or (iii) at the date of termination, close out or
         cancellation by the relevant Obligor or the relevant member of the
         Group such swap or derivative instrument is in the money.

19.29    SECURITY

(a)      The Obligors shall at their own expense execute and do all such
         assurances, acts and things as the Security Agent may reasonably
         require for perfecting or protecting the security intended to be
         afforded by the Security Documents (and shall deliver to the Security
         Agent such directors' and shareholders' resolutions, title documents
         and other documents as the Security Agent may reasonably require).

(b)      Prior to a Security Release Condition Date (but subject always to
         paragraph (c) below), the Company will ensure that the Security
         Documents in respect of the Existing Cegetel Shares are executed and
         delivered to the Security Agent in form and substance satisfactory to
         the Facility Agent forthwith if any of the following events occur:

         (i)      if there are no contractual restrictions or provisions
                  (including, without limitation, pre-emption rights) between
                  shareholders of Cegetel Groupe S.A. restricting or which would
                  be triggered upon the granting of such a pledge;

         (ii)     if SIT agrees to grant a share pledge over the Acquired
                  Shares; or

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         (iii)    if the Company acquires 100 per cent. of the shares of
                  Cegetel.

(c)      If a Security Release Condition Date occurs but any time thereafter an
         Investment Downgrading Date occurs, the provisions of subclause (b)
         shall be automatically reinstated and remain in force from the
         Investment Downgrading Date until such time as a Security Release
         Condition Date occurs again.

(d)      On or after the Maroc Telecom Date but prior to a Security Release
         Condition Date (subject always to paragraph (c) above), the Company
         will ensure that Security Documents in respect of all the shares it
         holds in Maroc Telecom are executed and delivered to the Security Agent
         in form and substance satisfactory to the Facility Agent forthwith if
         any of the following events occur:

         (i)      if the Company holds 51 per cent. of the shares of Maroc
                  Telecom following to the acquisition permitted pursuant to
                  Clause 19.18 (xii); and

         (ii)     if there are no contractual restrictions or provisions
                  (including, without limitation, pre-emption rights) between
                  shareholders of Maroc Telecom restricting or which would be
                  triggered upon the granting of such a pledge.

(e)      The Company shall ensure that VUP shall, contemporaneously with its
         accession to this Agreement as an Additional Guarantor, pursuant to
         Clause 17.3(b), execute and deliver to the Security Agent an account
         pledge or pledges in the agreed form over each of its Cash Pooling
         Accounts.

19.30    CONCENTRATION ACCOUNTS

(a)      The Company shall open and maintain the Concentration Accounts and
         ensure that on a daily basis an amount equal to the aggregate of the
         actual credit balances standing to each of the Cash Pooling Accounts in
         excess of E100,000,000 is transferred to the Concentration Accounts.

(b)      For the purposes of paragraph (a) above and subject to paragraph (d)
         below, the Company will not be obliged to transfer on a particular day
         the actual credit balance standing to any Cash Pooling Account to the
         Concentration Accounts pursuant to paragraph (a) above where:

         (i)      the relevant member of the Group which holds the account is
                  required to retain part or all of any such credit balance in
                  that Cash Pooling Account as a result of a legal or regulatory
                  requirement which is imposed on it after the date of this
                  Agreement; or

         (ii)     that Cash Pooling Account is credited with an amount after
                  11.00 Paris time on the date on which the relevant calculation
                  is being made on such day; or

         (iii)    any amount is retained in that Cash Pooling Account as a
                  result of an administrative or technical failure by the
                  account bank with which the Cash Pooling Account is held and
                  where any such administrative or technical failure is remedied
                  promptly; or

         (iv)     the relevant member of the Group which holds the account is
                  required to retain in that Cash Pooling Account a de minimis
                  amount as a result of a change after the date of this
                  Agreement in the terms and conditions in relation to that Cash
                  Pooling Account imposed by the financial institution with
                  which such account is held.

(c)      The Company may make withdrawals from the Concentration Accounts unless
         an Event of Default has occurred and subject to the other provisions of
         this Agreement provided that where the withdrawal is to be made for the
         purposes of making an investment in instruments,


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         securities or investments referred to in paragraph (b) to (e) of the
         definition of Consolidated Cash and Cash Equivalents and short term
         negotiable debt (BMTN), the Company shall ensure that any such
         investments, agreement or rights attaching thereto have become the
         subject of a Security Interest in the agreed form in favour of the
         Security Agent.

(d)      Each relevant member of the Group shall use reasonable commercial
         efforts to minimise the effect of matters referred to in paragraph (b)
         above including investigating the possibility of moving the relevant
         Cash Pooling Account to another bank or financial institution among the
         Mandated Lead Arrangers or to another jurisdiction, but shall only be
         required to take any such action if and to the extent this does not
         interfere with the ordinary course of business of such relevant Group
         member.

(e)      The Company shall use reasonable commercial endeavours to ensure that
         cash in hand and credit balances in bank accounts of members of the
         Group (other than the VUE Group, SIT and Cegetel for so long as any
         amount is outstanding under the Non-Recourse Financing) shall be held
         within the Cash Pooling Accounts to the extent this is consistent with
         the Cash Management and IGL Arrangements and with applicable legal,
         administrative and operational constraints.

19.31    RECEIPT ACCOUNT

         The Obligors shall ensure that the Receipt Account is opened and
         maintained as soon as reasonably practicable and in any event prior to
         the date of the first Request and upon receipt of the relevant proceeds
         required to be paid to any such account are secured over such proceeds
         in favour of the Security Agent for the purposes of complying with the
         provisions of Clause 7.14 (Mandatory prepayment and cancellation -
         application of proceeds).

19.32    BANK ACCOUNTS

(a)      No Obligor may open or maintain any new account with any branch of any
         bank or other financial institution providing similar services other
         than an account maintained with a Finance Party or an Affiliate of a
         Finance Party or an account which is secured in favour of the Finance
         Parties.

(b)      The Company shall procure that the overnight balance of the
         Euro-denominated bank account with Societe Generale in Poland listed in
         Schedule 12 (the "EURO ACCOUNT") shall not exceed Euro 50,000 and that
         the overnight balance of the Zloty-denominated bank account with
         Societe Generale in Poland listed in Schedule 12 (the "ZLOTY ACCOUNT")
         shall not exceed PLN 210,000, provided that, for a period of three
         Polish Business Days following receipt by the Company of any proceeds
         of any sale by a member of the Group of all or part of its interest in
         Elektrim Telekomunikajca, the overnight balances of the Euro Account
         and the Zloty Account may be equal to any amount which will result in
         the aggregate of the balances of the Euro Account and the Zloty Account
         being not more than Euro 1,000,000, or the equivalent on any such day
         in Polish Zloty. For the purposes of this paragraph (c), "POLISH
         BUSINESS DAY" means a day (other than a Saturday or a Sunday) on which
         banks are open for general business in Warsaw and Paris.

(c)      Save as disclosed to the Facility Agent prior to the date of this
         Agreement, the Company shall procure the closure of the bank accounts
         listed under the heading "VE accounts" in Schedule 12 on or prior to
         2nd May, 2003.

19.33    ACCESS

         Upon the occurrence of an Event of Default which is continuing, each
         Obligor and Material Subsidiary must allow any one or more
         representatives of the Facility Agent and/or


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         accountants or other professional advisers appointed by the Facility
         Agent (at the Company's risk and expense) to have access during normal
         business hours to the assets, books and records of that member of the
         Group and to inspect the same.

19.34    NON-ERISA PENSION SCHEMES

(a)      Each Obligor shall be, and shall procure that each member of the Group
         is:

         (i)      in substantial compliance with any laws, contract and
                  accounting principles and practices relating to any of its
                  pension schemes; and

         (ii)     in substantial compliance with its pension schemes
                  obligations.

(b)      The Obligors' Agent must supply the Facility Agent with a copy of any
         report in respect of any pension scheme operated by a member of the
         Group which the Facility Agent may reasonably request.

(c)      This Clause shall not apply to any pension scheme that is a Plan or
         Multiemployer Plan that is subject to ERISA.

19.35    TAX

         Each Obligor shall, and shall procure that each member of the Group
         will, pay all material Tax due and payable by it within a reasonable
         time of the relevant due date (after taking into account any extension
         or grace period extended to it by the relevant tax authorities) and
         prior to the accrual of any material fine or penalty for late payment
         save to the extent that:

         (a)      payment of the same is being contested in good faith and
                  adequate reserves are being maintained for that Tax; or

         (b)      such non payment does not have and could not reasonably be
                  expected to have a Material Adverse Effect.

19.36    ERISA REPORTING REQUIREMENTS

         The following shall be provided to the Facility Agent:

         (a)      (i)      promptly and in any event within 10 calendar days
                           after any Obligor or any ERISA Affiliate knows or has
                           reason to know that any ERISA Event has occurred that
                           is reasonably expected to have a Material Adverse
                           Effect, a statement of the Chief Financial Officer of
                           the Obligor describing such ERISA Event and the
                           action, if any, that such Obligor or such ERISA
                           Affiliate has taken and proposes to take with respect
                           thereto; and

                  (ii)     on the date any records, documents or other
                           information must be furnished to the PBGC with
                           respect to any Plan pursuant to Section 4010 of
                           ERISA, a copy of such records, documents and
                           information;

         (b)      promptly and in any event within five business days after
                  receipt thereof by any Obligor or any ERISA Affiliate, copies
                  of each notice from the PBGC stating its intention to
                  terminate any Plan or to have a trustee appointed to
                  administer any Plan;

         (c)      promptly upon request of the Facility Agent/a Finance Party,
                  copies of each Schedule B (Actuarial Information) to the most
                  recent annual report (Form 5500 Series) with respect to each
                  Plan; and

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         (d)      promptly and in any event within five business days after
                  receipt thereof by any Obligor or any ERISA Affiliate from the
                  sponsor of a Multiemployer Plan, copies of each notice
                  concerning (i) the imposition of Withdrawal Liability by any
                  such Multiemployer Plan that is reasonably expected to have a
                  Material Adverse Effect, (ii) the reorganisation or
                  termination, within the meaning of Title IV of ERISA, of any
                  such Multiemployer Plan that is reasonably expected to have a
                  Material Adverse Effect or (iii) the amount of liability
                  incurred, or that may be incurred, by such Obligor or any
                  ERISA Affiliate in connection with any event described in
                  Clause (i) or (ii).

19.37    MARGIN REGULATION

         The Obligors will use the proceeds of the Loans only for the purpose
         described in Clause 3(a) (Purpose). No Obligor will engage in the
         business of extending credit for the purpose of purchasing or carrying
         margin stock (within the meaning of Regulations U and X issued by the
         Board of Governors of the United States Federal Reserve System), and no
         portion of any Loan will be used, directly or indirectly, to purchase
         or carry margin stock or to extend credit to others for the purpose of
         purchasing or carrying margin stock.

19.38    VUE BRIDGE REFINANCING

         The Company shall ensure that the VUE Bridge Extension is refinanced to
         the extent not already completed at the date of this Agreement.

19.39    VUE RING-FENCING

(a)      No member of the Non-VUE Group shall make any investment in or payment
         to any member of the VUE Group or provide any financial assistance or
         support in respect of VUE or any of its Subsidiaries except for the
         VU/VUE Partnership Obligations listed in Schedule 20, as permitted by
         Clause 19.19 (Loans out, Intra Group Loans) and as otherwise set out in
         Schedule 17 (Existing Contingent Financial Liabilities) and Schedule 19
         (VUE Exclusions).

(b)      No Obligor shall, and each Obligor shall ensure that no member of the
         Non-VUE Group shall, lend (or give a commitment to lend) to any member
         of the VUE Group otherwise than in accordance with Clause 19.19 and
         this Clause 19.39.

(c)      The Company undertakes that it will not amend or permit the amendment
         of the VUE Partnership Agreement or VUE Transaction Agreement in any
         way such that any member of the Non-VUE Group incurs any financial
         liability thereunder in respect of VUE, other than the VU/VUE
         Partnership Obligations.

(d)      For such time as the VUE Borrower Co. may make any VUE Loans pursuant
         to the VUE Partnership Agreement, the VUE Transaction Agreement and the
         VUE Side Letter, the Company shall ensure that VUE Borrower Co.:

         (i)      is and remains the "funding entity" (as such term is defined
                  in, and for the purposes of, the VUE Side Letter);

         (ii)     is organised as and remains a limited liability partnership
                  under and solely for the purposes set out in the LLP
                  Agreement;

         (iii)    has not traded and has no material liabilities or commitments
                  (actual or contingent, present or future) and has not traded
                  and will not have any material liabilities or commitments
                  (actual or contingent, present or future);

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         (iv)     does not own any material assets and does not carry on any
                  business;

         (v)      complies with the limitations on its activities set out in
                  Section Tenth of the LLP Agreement,

         other than in relation to (iii) and (iv) as a party to or transferee or
         assignee of any Intra Group Loan (including, for the avoidance of
         doubt, any VUE Loan) or in connection with its activities as a funding
         entity subject to and in accordance with Schedule 16 (Cash Management
         and IGL Arrangements), the Finance Documents and the LLP Agreement .

(e)      The Company may use alternative means of making VUE Loans, permitted
         pursuant to the terms of the VUE Partnership Agreement, the VUE
         Transaction Agreement and the VUE Side Letter provided that such loans
         are secured and subordinated pursuant to the Security Documents and the
         Subordination Agreements to the extent to which they would have been
         required to have been secured and subordinated had they been a VUE Loan
         or an Intra Group Loan pursuant to Clause 19.19 (Loans out, Intra Group
         Loans).

(f)      The Company shall not consent to any operation under or make any
         amendment to the LLP Agreement which is inconsistent or in conflict
         with the terms of the Finance Documents or Schedule 16 (Cash Management
         and IGL Arrangements) or the operations of VUE Borrower Co as the
         funding entity.

19.40    SUBSIDIARY DEBT

(a)      The Company shall procure that part of Net Financial Debt (as defined
         in Clause 20 (Financial Covenants)) (excluding Project Finance
         Indebtedness and Financial Indebtedness owing from one member of the
         Group to another member of the Group) incurred by its Subsidiaries
         excluding (without double counting) the amount of the VUE Bridge
         Extension or any VUE Bridge Refinancing (SUBSIDIARY DEBT) shall not at
         any time exceed in aggregate an amount equal to 30 per cent. of the
         then Net Financial Debt (as defined in Clause 20 (Financial Covenants))
         (excluding Project Finance Indebtedness, Financial Indebtedness owing
         from one member of the Group to another member of the Group and
         Financial Indebtedness incurred by VUE).

(b)      Financial Indebtedness owing under or in connection with this Facility
         or the Existing Bank Debt Guarantee will not be taken into account for
         the purposes of paragraph (a).

19.41    HIGH YIELD NOTES

(a)      The Company will not amend or agree to amend the High Yield Note
         Documents such that the maturity date of the High Yield Notes is
         advanced to a date prior to the Final Maturity Date or the final
         maturity date of the Multicurrency Revolving Credit Facility, the rate
         of interest or periodicity of interest is increased or made more
         frequent, or otherwise amend or agree to amend in a way which is or
         could, in the opinion of the Majority Lenders, be inconsistent with the
         terms of this Agreement or have a detrimental effect on the rights and
         remedies of the Finance Parties under this Facility.

(b)      The Company will not make a repayment or prepayment, redemption,
         repurchase of or defease (by way of legal defeasance or covenant
         defeasance) any of the High Yield Notes or make any offers to repay,
         prepay, redeem, repurchase or defease any of the High Yield Notes.

(c)      The Company will ensure that the High Yield Notes are and remain at all
         times until the Facility Discharge Date unsecured and do not benefit
         from any financial guarantee, directly or indirectly, from any member
         of the Group or other person.

                                      106
<PAGE>
(d)      The Company will ensure that no member of the Group purchases any of
         the High Yield Notes.

19.42    REPAYABLE FACILITIES

(a)      The Company shall apply 100 per cent. of the High Yield Notes Proceeds
         to repay (and cancel) the amounts outstanding under the Repayable
         Facilities.

(b)      The Company shall apply its available cash to the fullest extent
         necessary to repay (and cancel) the balance of amounts outstanding
         under the Repayable Facilities after application of 100 per cent. of
         the High Yield Notes Proceeds thereto.

19.43    VE "B" SHARES

(a)      The Company shall use its reasonable endeavours to negotiate with the
         New Investors the transactions contemplated in the VE Share Pledge
         Arrangements (as amended on or about the date hereof) in order to
         obtain the consent of the New Investors to enable the Company to grant
         a pledge in favour of the Finance Parties over all of the VE "B" Shares
         ranking pari passu with the pledge of these shares granted by the
         Company to the Parties Financieres 3ME.

(b)      Promptly upon the New Investors giving their consent referred to in
         paragraph (a) above (but not otherwise), the Company shall execute a
         share pledge in respect of all of the VE "B" Shares substantially in
         the form set out in Annex F of the VE Share Pledge Arrangements.

20.      FINANCIAL COVENANTS

20.1     FINANCIAL COVENANT DEFINITIONS

         In this Clause 20:

         ACQUIRED BUSINESS means a member of the Group or business or assets
         acquired during a Measurement Period.

         CASH EBITDA means the consolidated operating income of the Group (other
         than any member of the Maroc Telecom Group and the Cegetel Group)
         determined in accordance with accounting principles and practices
         generally accepted in France, consistently applied, for a Measurement
         Period, adjusted by:

         (a)      adding back depreciation, amortisation and non-cash provisions
                  (to the extent that such depreciation, amortisation and
                  non-cash provisions are deducted in computing the operating
                  income);

         (b)      deducting any gain (or adding back any loss) in connection
                  with any revaluation of an asset or any gain or loss against
                  book value arising on the disposal of an asset (otherwise than
                  in the ordinary course of trading) by a member of the Group
                  during that Measurement Period;

         (c)      adding back net restructuring charges and other one-time
                  items; and

         (d)      adding cash dividends received from VE, any member of the
                  Maroc Telecom Group and the Cegetel Group (other than cash
                  dividends received by SIT in respect of the Acquired Shares
                  prior to the SIT Repayment Date),

         and including the operating income (as adjusted in accordance with
         paragraphs (a) to (c) above) of any Acquired Business (provided such
         acquisition is permitted by the terms of this


                                      107
<PAGE>
         Agreement) (as determined on a pro forma twelve month basis for the
         part of the Measurement Period prior to the acquisition of the Acquired
         Business), provided that the extent of the operating income of the
         Acquired Business so included will be an amount equal to the percentage
         of the cashflow of the Acquired Business which the Company demonstrates
         in reasonable detail it either effectively controls or has access to.

         CONSOLIDATED CASH AND CASH EQUIVALENTS means, at any time:

         (a)      cash in hand or on deposit with any acceptable bank (excluding
                  any deposit used as cash collateral for the purpose of
                  defeasing indebtedness as described in paragraph (B) of the
                  definition of Total Gross Financial Debt);

         (b)      certificates of deposit, maturing within one year after the
                  relevant date of calculation, issued by a reputable bank;

         (c)      any investment in marketable obligations issued or guaranteed
                  by the government of the United States, Switzerland or the
                  European Union (excluding Greece and any country which becomes
                  a member thereof after the date of this Agreement) or by an
                  instrumentality or agency of the government of the United
                  States, Switzerland or the European Union (excluding Greece
                  and any country which becomes a member thereof after the date
                  of this Agreement) having an equivalent credit rating;

         (d)      open market commercial paper:

                  (i)      for which a recognised trading market exists;

                  (ii)     issued in Sterling, U.S. Dollars or Euro;

                  (iii)    which matures within one year after the relevant date
                           of calculation; and

                  (iv)     which has a credit rating of either A-1 by Standard &
                           Poor's Rating Services or IBCA or P-1 by Moody's
                           Investor Services Inc., or, if no rating is available
                           in respect of the commercial paper or indebtedness,
                           the issuer of which has, in respect of its long-term
                           debt obligations, an equivalent rating; and

         (e)      any other instrument, security or investment approved by the
                  Majority Lenders,

         in each case, to which any member of the Group (other than any member
         of the Maroc Telecom Group) is beneficially entitled at that time and
         which is capable of being applied against Total Gross Financial Debt
         but excluding any cash acquired in connection with the acquisition
         permitted under Clause 19.18(b)(viii). An ACCEPTABLE BANK for this
         purpose is a commercial bank or trust company which has a rating of A
         or higher by Standard & Poor's or FitchIBCA or A2 or higher by Moody's
         or a comparable rating from a nationally recognised credit rating
         agency for its long-term debt obligations or has been approved by the
         Majority Lenders.

         FINANCIAL INCOME means, in respect of the Group (other than any member
         of the Maroc Telecom Group and any member of the Cegetel Group, each on
         a consolidated basis) all interest and other financing income received
         or receivable by the Group (other than any member of the Maroc Telecom
         Group and the Cegetel Group) during a Measurement Period.

         MEASUREMENT PERIOD means a period of 12 months ending on a Testing
         Date.

                                      108
<PAGE>
         NET FINANCIAL DEBT means, in respect of the Group (other than any
         member of the Maroc Telecom Group) at any time Total Gross Financial
         Debt less Consolidated Cash and Cash Equivalents.

         NET FINANCING COSTS means, in respect of the Group (other than any
         member of the Maroc Telecom Group and any member of the Cegetel Group,
         each on a consolidated basis) Total Financing Costs less Financial
         Income for the Group during the relevant Measurement Period.

         RELEVANT PERCENTAGE means the percentage of the cashflow of any
         Acquired Business which the Company demonstrates in reasonable detail
         it either controls or has access to.

         TESTING DATE means 31st March, 30th June, 30th September and 31st
         December of each year.

         TOTAL FINANCING COSTS means all interest and financing fees, including
         the interest element payable under any finance lease and any periodic
         cash payments in respect of preference shares (other than preference
         shares issued by VUE prior to the date of this Agreement or issued or
         accrued as additional shares in respect of shares issued by VUE prior
         to the date of this Agreement) and excluding any costs incurred in
         connection with the acquisition permitted under Clause 19.18(b)(viii)
         (together FINANCING COSTS), (whether, in each case, paid, payable or
         (subject to the proviso) capitalised) incurred by the Group (other than
         any member of the Maroc Telecom Group and on a consolidated basis)
         during a Measurement Period and including the Relevant Percentage of
         the Financing Costs of any Acquired Business (as determined on a pro
         forma twelve month basis for the part of the Measurement Period prior
         to the acquisition of the Acquired Business), provided that capitalised
         items shall only be included in the calculation of Total Financing
         Costs for a Measurement Period if the Company confirms in a compliance
         certificate delivered in relation to the financial covenants for that
         Measurement Period that they constitute more than 5 per cent. of those
         Total Financing Costs. For these purposes, in each such compliance
         certificate, the Company shall either certify that capitalised items
         for the Measurement Period to which that certificate relates do not
         exceed 5 per cent. of Total Financing Costs for that period or, if they
         do, set out the aggregate amount of capitalised items.

         TOTAL GROSS FINANCIAL DEBT means, in respect of the Group (other than
         any member of the Maroc Telecom Group on a consolidated basis) at any
         time the aggregate of the following (without double counting and
         provided that where any of the following items relates to an Acquired
         Business, the Relevant Percentage only of the amount of that item shall
         be included in the calculation of Total Gross Financial Debt):

         (a)      the outstanding principal amount of any moneys borrowed;

         (b)      the outstanding principal amount of any acceptance under any
                  acceptance credit;

         (c)      the outstanding principal amount of any bond, note, debenture,
                  loan stock or other similar instrument;

         (d)      the capitalised element of indebtedness under a finance or
                  capital lease except to the extent that any such lease is
                  defeased (for which purposes, a lease is "DEFEASED" if all of
                  the obligations of the relevant member of the Group thereunder
                  are irrevocably (A) transferred in full to a person that is
                  not a member of the Group or (B) prepaid or (C) otherwise
                  discharged and extinguished in full, such that no member of
                  the Group thereafter has any outstanding indebtedness or
                  liability (contingent or otherwise) with respect to such
                  lease);

         (e)      the outstanding principal amount of all moneys owing in
                  connection with the sale or discounting of receivables
                  (otherwise than on a non-recourse basis);

                                      109
<PAGE>
         (f)      the outstanding principal amount of any indebtedness arising
                  from any deferred payment agreements arranged primarily as a
                  method of raising finance or financing the acquisition of an
                  asset;

         (g)      any fixed or minimum premium payable on the repayment or
                  redemption of any instrument referred to in paragraph (c)
                  above;

         (h)      the outstanding principal amount of any indebtedness arising
                  in connection with any other transaction (including any
                  forward sale or purchase agreement) which has the commercial
                  effect of a borrowing;

         (i)      the mark to market value of any currency swap or interest
                  swap, cap or collar arrangements or any other derivative
                  instrument to the extent the derivative instruments are not
                  used for hedging purposes;

         (j)      the aggregate face value amount of preference shares (other
                  than preference shares issued by VUE prior to the date of this
                  Agreement or issued or accrued as additional shares in respect
                  of shares issued by VUE prior to the date of this Agreement
                  and preference shares mandatorily convertible into shares in a
                  member of the Group (other than any member of the Maroc
                  Telecom Group) which do not in any circumstances give rise to
                  redemptions or repayments (whether in whole or in part) in
                  cash) in relation to which there is a contractual obligation
                  to pay dividends prior to 91 calendar days after the Final
                  Maturity Date; and

         (k)      the outstanding principal amount of any indebtedness of any
                  person of a type referred to in paragraphs (a) - (j) above
                  which is the subject of a guarantee, indemnity or similar
                  assurance against financial loss given by a member of the
                  Group (other than any member of the Maroc Telecom Group)
                  (excluding (i) the amount of any guarantee obligations of VU
                  which have been assigned to, and assumed by any member of the
                  Maroc Telecom Group or a company which is not a member of the
                  Group and (ii) any guarantee, indemnity or similar assurance
                  against financial loss entered into prior to the date of this
                  Agreement which is the subject of a counter-guarantee given by
                  VE),

         but excluding any Non Recourse Financing, any Intra Group Loans and
         Project Finance Indebtedness, any indebtedness incurred in connection
         with the acquisition permitted under Clause 19.18(b)(viii) or otherwise
         any indebtedness which has been defeased prior to the date of this
         Agreement (for which purposes, indebtedness is "DEFEASED" if all of the
         obligations of the relevant member of the Group in relation thereto are
         irrevocably (A) transferred in full to a person that is not a member of
         the Group or (B) cash collateralised in full by blocked deposits, such
         that no member of the Group thereafter has any outstanding indebtedness
         or liability (contingent or otherwise) with respect to such
         indebtedness (including, without limitation, with respect to adjusting
         the amount of, or making any payment in relation to, any such cash
         collateral)).

20.2     CALCULATION

(a)      All the terms used in this Clause 20 are to be calculated in accordance
         with accounting principles and practices generally accepted in France,
         consistently applied.

(b)      If there is a dispute as to any interpretation of any term in this
         Clause 20, either:

         (i)      the interpretation of the Facility Agent shall prevail (after
                  prior consultation with the Company's Auditors and the
                  Company); or

                                      110
<PAGE>
         (ii)     (if the Company so requests) the Facility Agent will, at the
                  expense of the Company, instruct an independent expert (which
                  shall be an internationally recognised independent qualified
                  firm of auditors) to act as an expert and not as an
                  arbitrator, and the determination of such expert shall be
                  final and binding on the Parties.

20.3     FINANCIAL COVENANTS

(a)      Before a Release Condition Date (but subject always to paragraphs (c)
         to (f) inclusive below), the Company shall procure that on each
         quarterly Testing Date referred to in Column 1 below:

         (i)      the ratio of Net Financial Debt to Cash EBITDA does not exceed
                  that set out in Column 2 below opposite that Testing Date;

         (ii)     the ratio of Cash EBITDA to Net Financing Costs is at least
                  that set out in Column 3 below opposite that Testing Date; and

         (iii)    Total Gross Financial Debt does not exceed the amount set out
                  in Column 4 below opposite that Testing Date.

(b)      On or after a Release Condition Date (but subject always to paragraphs
         (c) to (f) inclusive below), the Company shall procure that following
         such Release Condition Date on each semi-annual Testing Date referred
         to in Column 1 below:

         (i)      the ratio of Net Financial Debt to Cash EBITDA does not exceed
                  that set out in Column 2 below opposite the Testing Date
                  applicable as at such Release Condition Date;

         (ii)     the ratio of Cash EBITDA to Net Financing Costs is at least
                  that set out in Column 3 below opposite the Testing Date
                  applicable as at such Release Condition Date; and

         (iii)    Total Gross Financial Debt does not exceed the amount set out
                  in Column 4 below opposite the Testing Date applicable as at
                  such Release Condition Date.

(c)      If, on or after a Release Condition Date, an Investment Downgrading
         Date occurs, the financial ratios and covenant (the RATIOS) referred to
         in paragraph (a) above shall, subject to paragraphs (d) to (f)
         inclusive below, apply and be reinstated from the Investment
         Downgrading Date unless and until a Release Condition Date occurs again
         in which case the provisions of paragraph (b) above shall apply.

(d)      Within 5 calendar days of an Investment Downgrading Date, the Company
         and the Facility Agent shall enter into negotiations in good faith for
         a period of no more than 45 calendar days with a view to agreeing any
         amendments to the ratios set out in columns 2, 3 and 4 below.

(e)      Any amendments agreed under paragraph (d) shall be, with the prior
         written consent of the Majority Lenders, binding on all the parties.

(f)      If and until amendments are agreed by the Company and the Majority
         Lenders pursuant to paragraphs (d) and (e) above, the applicable
         ratios, in each case for the period from the Investment Downgrading
         Date unless and until a Release Condition Date occurs again, will be
         those set out in columns 2, 3 and 4, as appropriate, opposite the
         Testing Date which were applicable on the Release Condition Date
         immediately preceding that Investment Downgrading Date and thereafter
         the applicable ratios on each successive quarterly Testing Date, will
         be the next consecutive ratios, each as set out in columns 2, 3 and 4
         below.

                                      111
<PAGE>
<TABLE>
<CAPTION>
             COLUMN 1                 COLUMN 2                     COLUMN 3                    COLUMN 4
           TESTING DATE)       (MAXIMUM RATIO OF NET       (MINIMUM RATIO FOR CASH       (MAXIMUM TOTAL GROSS
                               FINANCIAL DEBT TO CASH      EBITDA TO NET FINANCING     FINANCIAL DEBT (BILLION
                                      EBITDA)                       COSTS)                      EURO))
<S>                            <C>                         <C>                         <C>
             30/06/03                  5.8:1                        2.4:1                         18

             30/09/03                  5.4:1                        2.4:1                        15.6

             31/12/03                  4.4:1                        2.7:1                        15.6

             31/03/04                  4.2:1                        2.9:1                        12.8

             30/06/04                  4.0:1                        3.1:1                        12.5

             30/09/04                  4.0:1                        3.2:1                        12.3

             31/12/04                  4.0:1                        3.3:1                        11.3

             31/03/05                  3.5:1                        3.4:1                        10.3

             30/06/05                  3.5:1                        3.4:1                        10.3

             30/09/05                  3.5:1                        3.4:1                        10.0

             31/12/05                  3.5:1                        3.4:1                        10.0

             31/03/06                  3.0:1                        3.5:1                        9.2

             30/06/06                  3.0:1                        3.5:1                        9.2

             30/09/06                  3.0:1                        3.5:1                        9.0

             31/12/06                  3.0:1                        3.5:1                        9.0

             31/03/07                  3.0:1                        3.5:1                        7.0
</TABLE>

21.      DEFAULT

21.1     EVENTS OF DEFAULT

         Each of the events set out in this Clause 21 is an Event of Default
         (whether or not caused by any reason whatsoever outside the control of
         an Obligor or any other person).

21.2     NON-PAYMENT

         An Obligor does not pay on the due date (or within three Business Days
         of the due date where the failure to pay on the due date is for
         administrative or technical reasons) any amount payable by it under the
         Finance Documents at the place at and in the currency in which it is
         expressed to be payable.

21.3     BREACH OF OTHER OBLIGATIONS

(a)      An Obligor does not comply with any provision of the Finance Documents
         (other than those referred to in Clause 21.2 (Non-payment) and in
         paragraph (b) below) and only where the


                                      112
<PAGE>
         failure is capable of remedy) such failure to comply continues for 15
         calendar days after the earlier of the date on which (a) any Obligor
         becomes aware of the facts or circumstances giving rise to such
         failure, and (b) the Facility Agent gives notice of such failure to the
         Obligors' Agent.

(b)      An Obligor does not comply with any provision of Clause 19.5
         (Liquidity) and (where the failure is capable of remedy) such failure
         to comply continues for 60 calendar days after the earlier of the date
         on which (a) any Obligor becomes aware of the facts or circumstances
         giving rise to such failure and (b) the Facility Agent gives notice of
         such failure to the Obligors' Agent.

(c)      The Company repays, prepays, redeems, repurchases or defeases (whether
         by way of legal defeasance or covenant defeasance) any of the High
         Yield Notes or makes any offers to repay, prepay, redeem, repurchase or
         defease any of the High Yield Notes.

21.4     MISREPRESENTATION

         A representation, warranty or statement made or repeated in or in
         connection with any Finance Document or in any document delivered by or
         on behalf of an Obligor under or in connection with any Finance
         Document is incorrect in any material respect when made or deemed to be
         made or repeated.

21.5     CROSS-DEFAULT

(a)      Any Financial Indebtedness of an Obligor or a Material Subsidiary is
         not paid when due (or where there is a grace period originally
         applicable to that Financial Indebtedness, within that grace period);
         or

(b)      an event of default howsoever described occurs under any document
         relating to Financial Indebtedness of an Obligor or a Material
         Subsidiary; or

(c)      any Financial Indebtedness of an Obligor or a Material Subsidiary
         becomes prematurely due and payable or is placed on demand as a result
         of an event of default (howsoever described) under the document
         relating to that Financial Indebtedness; or

(d)      any commitment for, or underwriting of, any Financial Indebtedness of
         an Obligor or a Material Subsidiary is cancelled or suspended as a
         result of an event of default (howsoever described) under the document
         relating to that Financial Indebtedness; or

(e)      any Security Interest securing Financial Indebtedness over any asset of
         an Obligor or a Material Subsidiary becomes enforceable,

         provided that there shall only be an Event of Default under this Clause
         21.5 if the aggregate amount of Financial Indebtedness which is not so
         paid and/or in respect of which such event has occurred and/or which
         becomes prematurely due and payable or is placed on demand and/or in
         respect of which the commitment or underwriting is cancelled or
         suspended and/or in respect of which such Security Interest becomes
         enforceable, exceeds E40,000,000 (or equivalent in other currencies);
         or

(f)      an Event of Default occurs under the VUE Bridge Extension or the VUE
         Bridge Refinancing or under any High Yield Note Document.


                                      113
<PAGE>
21.6     INSOLVENCY

(a)      Any Obligor or any Material Subsidiary is, or is deemed for the
         purposes of any law to be, unable to pay its debts as they fall due or
         to be insolvent (including without limitation en etat de cessation des
         paiements), or admits in writing its inability to pay its debts
         generally as they fall due; or

(b)      any Obligor or any Material Subsidiary suspends making payments on all
         or any class of its debts or announces an intention to do so, or a
         moratorium is declared in respect of any of its indebtedness; or

(c)      any Obligor or any Material Subsidiary makes a general assignment for
         the benefit of creditors or applies for, or is subject to, an amicable
         settlement or a reglement amiable pursuant to article L.611-2 of the
         French Commercial Code, or begins negotiations with one or more of its
         creditors with a view to the readjustment or rescheduling of any of its
         indebtedness; or

(d)      any person commences a procedure d'alerte with respect to an Obligor or
         any Material Subsidiary incorporated in Republic of France which is not
         of a vexatious or frivolous nature and is not dismissed within 14
         calendar days.

21.7     INSOLVENCY PROCEEDINGS

(a)      Any step (including petition, proposal or convening a meeting) is taken
         with a view to a composition, assignment or arrangement with any
         creditors of any Obligor or any Material Subsidiary; or

(b)      any Obligor or any Material Subsidiary commences a voluntary case or
         proceeding under the United States Bankruptcy Code of 1978, as amended,
         or under the United States Federal or State bankruptcy, insolvency or
         other similar laws (collectively U.S. BANKRUPTCY LAWS) or a meeting of
         any Obligor or any Material Subsidiary is convened for the purpose of
         considering any resolution for (or to petition for) its winding-up or
         for its administration (including without limitation dissolution,
         liquidation, or redressement judiciaire) or any such resolution is
         passed; or

(c)      an involuntary case under any U.S. Bankruptcy Law is commenced against
         any Obligor or any Material Subsidiary and the petition is not stayed
         or discharged within 45 calendar days after the commencement of the
         case or any person presents a petition for the winding-up or for the
         administration of any Obligor or any Material Subsidiary unless (in the
         case of a petition being presented by a person other than an Obligor or
         a Material Subsidiary) the same is stayed or discharged within 21
         calendar days in respect of an Obligor or a Material Subsidiary
         incorporated outside the United States of America or within 45 calendar
         days in respect of an Obligor or a Material Subsidiary incorporated in
         the United States of America of being presented or an order for relief
         is entered in such proceeding; or

(d)      an order for the winding-up or administration of any Obligor or any
         Material Subsidiary is made (other than pursuant to an amalgamation,
         demerger, merger or reconstruction permitted by Clause 19.18(b)(iv)
         (Mergers and acquisitions)); or

(e)      a judgment is issued for the judicial liquidation (liquidation
         judiciaire) or the transfer of the whole of the business (cession de
         l'entreprise or cession de fonds de commerce) of any Obligor or any
         Material Subsidiary; or

(f)      any other step (including petition, proposal or convening a meeting) is
         taken with a view to the rehabilitation, administration, custodianship,
         liquidation, winding-up or dissolution of any


                                      114
<PAGE>
         Obligor or any Material Subsidiary or any other insolvency proceedings
         involving any Obligor or any Material Subsidiary other than any such
         step which is frivolous or vexatious and which is dismissed within 21
         calendar days in respect of an Obligor or a Material Subsidiary
         incorporated outside the United States of America or within 45 calendar
         days in respect of an Obligor or a Material Subsidiary incorporated in
         the United States of America of it having been taken.

21.8     APPOINTMENT OF RECEIVERS AND MANAGERS

         Any person makes a request in accordance with any applicable laws for
         the appointment of a liquidator, trustee, custodian, conservator,
         receiver, assignee, sequestrator, administrative receiver,
         administrator, administrateur judiciaire, provisoire mandataire ad hoc,
         conciliateur or mandataire liquidateur or the like in respect of any
         Obligor or any Material Subsidiary or any part of its assets or any
         such appointment is made unless (in the case of a request being made by
         a person other than any Obligor or a Material Subsidiary) the request
         for such appointment is being contested in good faith and on
         substantial grounds and is dismissed or withdrawn within 21 calendar
         days in respect of an Obligor or a Material Subsidiary incorporated
         outside the United States of America or within 45 calendar days in
         respect of an Obligor or a Material Subsidiary incorporated in the
         United States of America days of the making of such request and in any
         event prior to the date that any such appointment is made.

21.9     CREDITORS' PROCESS/FINAL JUDGMENT

(a)      Any attachment, sequestration, distress or execution affects any asset
         of an aggregate value exceeding E15,000,000 (or equivalent in
         other currencies) of any Obligor or any Material Subsidiary and is not
         discharged within 30 calendar days; or

(b)      a final judgment or court order for the payment of any amount in excess
         of E15,000,000 is made against any Obligor or any Material
         Subsidiary and continues unsatisfied for a period of 30 calendar days
         after the date of judgment or order.

21.10    ANALOGOUS PROCEEDINGS

         There occurs, in relation to any Obligor or any Material Subsidiary,
         any event anywhere which, in the opinion of the Majority Lenders
         (acting on the basis of legal advice), appears to correspond with any
         of the events mentioned in Clauses 21.6 (Insolvency) to 21.9
         (Creditors' process/final judgment) (inclusive).

21.11    CESSATION OF BUSINESS

         Any Obligor or any Material Subsidiary ceases, or takes clear steps to
         cease, to carry on all or a substantial part of its business (other
         than pursuant to a transaction permitted by the Finance Documents).

21.12    EFFECTIVENESS OF FINANCE DOCUMENTS

(a)      It is or becomes unlawful for any Obligor to perform any of its payment
         obligations or other material obligations under the Finance Documents.

(b)      Any Finance Document (including any guarantee of any Obligor in this
         Agreement) is not effective or is alleged by an Obligor to be
         ineffective for any reason.

(c)      Any Security Document does not create the security it purports to
         create or any Security Document is not effective or ceases to
         constitute a valid, first ranking (in the case of security


                                      115
<PAGE>
         in favour of the Finance Parties or any of them) Security Interest of
         the type purported to be created thereby.

(d)      An Obligor repudiates (or evidences in writing an intention to
         repudiate) a Finance Document.

21.13    AUDIT QUALIFICATION

         The Company's Auditors qualify their report by way of a reserve on any
         of the audited consolidated accounts of the Company (other than by a
         qualification of a minor technical nature).

21.14    SUBORDINATION, EXISTING BANK DEBT GUARANTEE OR SECURITY SHARING
         AGREEMENT

(a)      (i)      Any member of the Group which is party to a Subordination
                  Agreement, the Existing Bank Debt Guarantee or the Security
                  Sharing Agreement, as the case may be, does not perform or
                  fails to comply with any of its obligations in any material
                  respect under the Subordination Agreement or the Security
                  Sharing Agreement, as the case may be and the failure to
                  comply (if capable of remedy) continues for 15 calendar days
                  after the earlier of the date on which the Obligor becomes
                  aware of the facts or circumstances giving rise to such
                  failure and the Facility Agent gives notice of such failure to
                  the Obligors' Agent; or

         (ii)     a representation or warranty given by that party in a
                  Subordination Agreement, the Existing Bank Debt Guarantee or
                  the Security Sharing Agreement, as the case may be, is
                  incorrect in any material respect when made or repeated and if
                  the facts and circumstances causing such misrepresentation
                  are, in the opinion of the Majority Lenders capable of remedy,
                  the same is not remedied within 21 calendar days after the
                  earlier of the date on which the Obligor becomes aware of the
                  facts or circumstances giving rise to such failure and the
                  Facility Agent gives notice of such failure to the Obligors'
                  Agent;

(b)      the pari passu subordination or pari passu priority of security in
         respect of Financial Indebtedness under this Agreement and the
         Multicurrency Revolving Credit Facility created or purported to be
         created by the Subordination Agreement, the Existing Bank Debt
         Guarantee or the Security Sharing Agreement is not effective or is
         alleged in writing by a member of the Group party to it to be
         ineffective; or

(c)      any member of the Group which is party to the Subordination Agreement,
         the Existing Bank Debt Guarantee or the Security Sharing Agreement
         repudiates (or evidences an intention in writing to repudiate it) the
         Subordination Agreement or the Security Sharing Agreement, as the case
         may be.

21.15    ERISA

(a)      Any ERISA Event shall have occurred with respect to a Plan and the
         liability that the Obligors and the ERISA Affiliates have incurred or
         are reasonably expected to incur with respect to such Plan and any and
         all other Plans with respect to which an ERISA Event shall have
         occurred and then exist could reasonably be expected to have a Material
         Adverse Effect.

(b)      Any Obligor or any ERISA Affiliate shall have been notified by the
         sponsor of a Multiemployer Plan that it has incurred Withdrawal
         Liability to such Multiemployer Plan in an amount that, when aggregated
         with all other amounts required to be paid to Multiemployer Plans by
         the Obligors and the ERISA Affiliates as Withdrawal Liability
         (determined as of the date of such notification), could reasonably be
         expected to have a Material Adverse Effect.


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(c)      Any Obligor or any ERISA Affiliate shall have been notified by the
         sponsor of a Multiemployer Plan that such Multiemployer Plan is in
         reorganisation or is being terminated, within the meaning of Title IV
         of ERISA, and such reorganisation or termination could reasonably be
         expected to have a Material Adverse Effect.

21.16    MATERIAL ADVERSE CHANGE

         Any event or series of events occurs after the date of this Agreement
         which, in the opinion of the Majority Lenders (acting in good faith),
         has, or could reasonably be expected to have, a Material Adverse
         Effect.

21.17    ACCELERATION

         On and at any time after the occurrence of an Event of Default and
         whilst the same is continuing, the Facility Agent may, and shall if so
         directed by the Majority Lenders, by notice to the Obligors' Agent:

         (a)      cancel the Total Commitments; and/or

         (b)      demand that all or part of the Loans, together with accrued
                  interest and all other amounts accrued under the Finance
                  Documents be immediately due and payable, whereupon they shall
                  become immediately due and payable; and/or

         (c)      demand that all or part of the Loans be payable on demand,
                  whereupon they shall immediately become payable on demand by
                  the Facility Agent acting on the instructions of the Majority
                  Lenders.

22.      THE AGENTS AND THE MANDATED LEAD ARRANGERS

22.1     APPOINTMENT AND DUTIES OF THE AGENTS

(a)      Each Finance Party irrevocably appoints each Agent to act as its agent
         under and in connection with the Finance Documents.

(b)      Each Party appointing each Agent irrevocably authorises each Agent on
         its behalf to:

         (i)      perform the duties and to exercise the rights, powers and
                  discretions that are specifically delegated to it under or in
                  connection with the Finance Documents, together with any other
                  incidental rights, powers and discretions; and

         (ii)     execute each Finance Document expressed to be executed by such
                  Agent on that Party's behalf.

(c)      Each Agent has only those duties which are expressly specified in this
         Agreement. Those duties are solely of a mechanical and administrative
         nature.

22.2     ROLE OF THE MANDATED LEAD ARRANGERS

         Except as specifically provided in this Agreement, no Mandated Lead
         Arranger has any obligations of any kind to any other Party under or in
         connection with any Finance Document.

22.3     RELATIONSHIP

         The relationship between each Agent and the other Finance Parties is
         that of agent and principal only. Nothing in this Agreement constitutes
         an Agent (other than the Security Agent


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         as contemplated by the Security Documents) as trustee or fiduciary for
         any other Party or any other person and except where and to the extent
         otherwise stated in the Security Agreement, no Agent need hold in trust
         any moneys paid to it for a Party or be liable to account for interest
         on those moneys.

22.4     MAJORITY LENDERS' INSTRUCTIONS

(a)      An Agent will be fully protected if it acts in accordance with the
         instructions of the Majority Lenders in connection with the exercise of
         any right, power or discretion or any matter not expressly provided for
         in the Finance Documents. Any such instructions given by the Majority
         Lenders will be binding on all the Lenders. In the absence of such
         instructions, an Agent may act as it considers to be in the best
         interests of all the Lenders.

(b)      No Agent is authorised to act on behalf of a Lender (without first
         obtaining that Lender's consent) in any legal or arbitration
         proceedings relating to any Finance Document.

22.5     DELEGATION

         An Agent may act under the Finance Documents through its personnel and
         agents.

22.6     RESPONSIBILITY FOR DOCUMENTATION

         No Agent nor any Mandated Lead Arranger is responsible to any other
         Party for:

         (a)      the execution, genuineness, validity, enforceability or
                  sufficiency of any Finance Document or any other document;

         (b)      the collectability of amounts payable under any Finance
                  Document; or

         (c)      the accuracy of any statements (whether written or oral) made
                  in or in connection with any Finance Document.

22.7     DEFAULT

(a)      No Agent is obliged to monitor or enquire as to whether or not a
         Default has occurred. No Agent will be deemed to have knowledge of the
         occurrence of a Default. However, if an Agent receives notice from a
         Party referring to this Agreement, describing the Default and stating
         that the event is a Default, or in the event that an Agent has actual
         knowledge of a failure to make a payment which constitutes a Default
         under Clause 21.2 (Non-payment), it shall promptly notify the Lenders
         or (in the case of the Security Agent) promptly notify the Facility
         Agent.

(b)      Each Agent may require the receipt of security satisfactory to it,
         whether by way of payment in advance or otherwise, against any
         liability or loss which it will or may incur in taking any proceedings
         or action arising out of or in connection with any Finance Document
         before it commences those proceedings or takes that action.

22.8     EXONERATION

(a)      Without limiting paragraph (b) below, no Agent will be liable to any
         other Party for any action taken or not taken by it under or in
         connection with any Finance Document, unless directly caused by its
         gross negligence or wilful misconduct.

(b)      No Party may take any proceedings against any officer, employee or
         agent of the Agents in respect of any claim it might have against an
         Agent or in respect of any act or omission of any


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         kind (including gross negligence or wilful misconduct) by that officer,
         employee or agent in relation to any Finance Document. Any officer,
         employee or agent of an Agent may rely on this paragraph (b) and
         enforce its terms under the Contracts (Rights of Third Parties) Act
         1999.

22.9     RELIANCE

         Each Agent may:

         (a)      rely on any notice or document believed by it to be genuine
                  and correct and to have been signed by, or with the authority
                  of, the proper person;

         (b)      rely on any statement made by a director or employee of any
                  person regarding any matters which may reasonably be assumed
                  to be within his knowledge or within his power to verify; and

         (c)      engage, pay for and rely on legal or other professional
                  advisers selected by it (including those in agent's employment
                  and those representing a Party other than that agent).

22.10    CREDIT APPROVAL AND APPRAISAL

         Without affecting the responsibility of any Obligor for information
         supplied by it or on its behalf in connection with any Finance
         Document, each Lender confirms that it:

         (a)      has made its own independent investigation and assessment of
                  the financial condition and affairs of the Obligors and their
                  related entities in connection with its participation in this
                  Agreement and has not relied exclusively on any information
                  provided to it by an Agent or a Mandated Lead Arranger in
                  connection with any Finance Document; and

         (b)      will continue to make its own independent appraisal of the
                  creditworthiness of the Obligors and their related entities
                  while any amount is or may be outstanding under the Finance
                  Documents or any Commitment is in force.

22.11    INFORMATION

(a)      The Facility Agent shall promptly forward to the person concerned the
         original or a copy of any document which is delivered to the Facility
         Agent by a Party for that person.

(b)      The Facility Agent shall promptly supply a Lender with a copy of each
         document received by the Facility Agent under Clause 4 (Conditions
         Precedent) or Clause 17.3 (Additional Guarantors), upon the request and
         at the expense of that Lender.

(c)      Except where this Agreement specifically provides otherwise, no Agent
         is obliged to review or check the accuracy or completeness of any
         document it forwards to another Party.

(d)      Except as provided above, no Agent has any duty:

         (i)      either initially or on a continuing basis to provide any
                  Lender with any credit or other information concerning the
                  financial condition or affairs of the Obligors or of their
                  related entities, whether coming into its possession before,
                  on or after the date of this Agreement; or


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         (ii)     unless specifically requested to do so by a Lender in
                  accordance with a Finance Document, to request any
                  certificates or other documents from the Obligors' Agent.

22.12    THE AGENTS AND THE MANDATED LEAD ARRANGERS INDIVIDUALLY

(a)      If it is also a Lender, each Agent and each Mandate Lead Arranger has
         the same rights and powers under this Agreement and (in the case of the
         Security Agent) under the Security Documents as any other Lender and
         may exercise those rights and powers as though it were not an Agent or
         a Mandated Lead Arranger.

(b)      Each Agent and each Mandated Lead Arranger may each:

         (i)      carry on any business with the Obligors or their respective
                  related entities;

         (ii)     act as agent or trustee for, or in relation to any financing
                  involving, the Obligors or their related entities; and

         (iii)    retain any profits or remuneration in connection with its
                  activities under this Agreement or in relation to any of the
                  foregoing.

(c)      In acting as an Agent, the respective agency division of each Agent
         will be treated as a separate entity from its other divisions and
         departments. Any information acquired by an Agent which, in its
         opinion, is acquired by it otherwise than in its capacity as an Agent
         may be treated as confidential by that Agent and will not be deemed to
         be information possessed by that Agent in its capacity as such.

(d)      Each Obligor irrevocably authorises each Agent to disclose to the other
         Finance Parties any information which, in the opinion of that Agent, is
         received by it in its capacity as Agent.

(e)      Each Agent may deduct from any amount received by it for the Lenders
         pro rata any unpaid fees, costs and expenses of the Agents (or either
         of them) incurred by them in connection with the Finance Documents.

22.13    INDEMNITIES

(a)      Without limiting the liability of the Obligors under the Finance
         Documents, each Lender shall forthwith on demand indemnify each Agent
         for that Lender's proportion of any duly documented liability or loss
         incurred by that Agent in any way relating to or arising out of its
         acting as an Agent, except to the extent that the liability or loss
         arises directly from that Agent's gross negligence or wilful
         misconduct.

(b)      A Lender's proportion of the liability or loss set out in paragraph (a)
         above will be the proportion which its participation in the Loans (if
         any) bears to all the Loans on the date of the demand. However, if
         there are no Loans outstanding on the date of demand, then the
         proportion will be the proportion which its Commitment bears to the
         Total Commitments at the date of demand or, if the Total Commitments
         have then been cancelled, bore to the Total Commitments immediately
         before being cancelled.

22.14    COMPLIANCE

(a)      Each Agent may refrain from doing anything which might, in its opinion,
         constitute a breach of any law or regulation or be otherwise actionable
         at the suit of any person, and may do anything which, in its opinion,
         is necessary or desirable to comply with any law or regulation of any
         jurisdiction.


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(b)      Without limiting paragraph (a) above, no Agent need disclose any
         information relating to the Obligors or any of their related entities
         if the disclosure might, in the opinion of that Agent, constitute a
         breach of any law or regulation or any duty of secrecy or
         confidentiality or be otherwise actionable at the suit of any person.

22.15    RESIGNATION

(a)      Notwithstanding its irrevocable appointment, each Agent may resign by
         giving notice to the Lenders and the Obligors' Agent, in which case
         such Agent may forthwith appoint one of its Affiliates as successor (a
         REPLACEMENT) for such Agent or, failing that, the Majority Lenders may
         appoint a Replacement following consultation with the Obligors' Agent.

(b)      If the appointment of a Replacement is to be made by the Majority
         Lenders but they have not, within 30 calendar days after notice of
         resignation, appointed a Replacement which accepts the appointment,
         that Agent may appoint a Replacement following consultation with the
         Obligors' Agent.

(c)      The resignation of an agent and the appointment of any Replacement will
         both become effective only upon the Replacement notifying all the
         Parties that it accepts its appointment. On giving the notification,
         the Replacement will succeed to the position of the Agent and the term
         FACILITY AGENT or SECURITY AGENT (as appropriate) will mean the
         successor Facility Agent or the Successor Security Agent.

(d)      The retiring Facility Agent or Security Agent, as the case may be,
         shall make available to the Replacement such documents and records and
         provide such assistance as the Replacement may reasonably request for
         the purposes of performing its functions as the Facility Agent or
         Security Agent, as the case may be, under this Agreement.

(e)      Upon its resignation becoming effective, this Clause 22 shall continue
         to benefit the retiring Agent in respect of any action taken or not
         taken by it under or in connection with the Finance Documents while it
         was an Agent, and, subject to paragraph (d) above, it shall have no
         further obligations under any Finance Document.

(f)      The Majority Lenders may, by notice to an Agent, require it to resign
         in accordance with paragraph (a) above. In this event, that Agent shall
         resign in accordance with paragraph (a) above but it shall not be
         entitled to appoint one of its Affiliates as successor Facility Agent
         or Security Agent, as the case may be.

22.16    LENDERS

(a)      The Facility Agent may treat each Lender as a Lender, entitled to
         payments under this Agreement and as acting through its Facility
         Office(s) until it has received not less than five Business Days' prior
         notice from that Lender to the contrary.

(b)      The Facility Agent may at any time, and shall if requested to do so by
         the Majority Lenders, convene a meeting of the Lenders.

22.17    EXTRAORDINARY MANAGEMENT TIME AND RESOURCES

         The Company shall forthwith on demand pay each Agent for the cost of
         utilising its management time or other resources in connection with:

         (a)      any amendment, waiver, consent or suspension of rights (or any
                  proposal for any of the foregoing) requested by or on behalf
                  of the Obligors and relating to a Finance Document or a
                  document referred to in any Finance Document; or


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         (b)      the occurrence of a Default; or

         (c)      the enforcement of, or the preservation of any rights under,
                  any Finance Document.

         Any amount payable to an Agent under:

         (i)      paragraph (a) above shall be determined by written agreement
                  between the Obligors' Agent and such Agent at the time of the
                  request by or on behalf of the Obligors; and

         (ii)     under paragraphs (b) or (c) above will be calculated on the
                  basis of such reasonable daily or hourly rates as such Agent
                  may notify to the Obligors' Agent,

         and in each case is in addition to any fee paid or payable to the
         Facility Agent under Clause 23 (Fees).

22.18    SECURITY AGENT

(a)      Without prejudice to Clauses 22.6 (Responsibility for documentation) or
         22.8 (Exoneration), the Security Agent in its capacity as trustee,
         agent or mandataire (as appropriate) under any of the Security
         Documents or otherwise shall not be liable (unless directly caused by
         its gross negligence or wilful misconduct) for any failure, omission,
         or defect in perfecting the security constituted by any Security
         Document or any security created thereby including, without limitation,
         any failure to (i) register the same in accordance with the provisions
         of any of the documents of title of the relevant Obligor to any of the
         property thereby charged, (ii) make any recordings or filings in
         connection therewith, (iii) effect or procure registration of or
         otherwise protect the security created by or pursuant to the Security
         Documents under any registration laws in any jurisdiction, (iv) give
         notice to any person of the execution of any of the Security Documents
         or to obtain any licence, consent or other authority for the creation
         of any security.

(b)      The Security Agent may accept without enquiry such title as any Obligor
         may have to the property over which security is intended to be created
         by any Security Document.

(c)      Save where the Security Agent holds a mortgage over, or over an
         interest in, real estate property or shares, the Security Agent in its
         capacity as trustee, agent or mandataire (as appropriate) or otherwise
         shall not be under any obligation to hold any title deeds, Security
         Documents or any other documents in connection with the property
         charged by any Security Documents or any other such security in its own
         possession or to take any steps to protect or preserve the same.

(d)      Save as otherwise provided in the Security Documents, all moneys which
         are received by the Security Agent in its capacity as trustee, agent or
         mandataire (as appropriate) or otherwise may be invested in the name of
         or under the control of the Security Agent in any investments which may
         be selected by the Security Agent with the consent of the Majority
         Lenders. Additionally, the same may be placed on deposit in the name of
         or under the control of the Security Agent at such bank or institution
         (including any Agent) and upon such terms as the Security Agent may
         think fit.

(e)      Each Finance Party hereby confirms its approval of the Security
         Documents and any security created or to be created pursuant thereto
         and hereby authorises, empowers and directs the Security Agent (by
         itself of by such person(s) as it may nominate) to execute and enforce
         the same as trustee, agent or mandataire (as appropriate) or as
         otherwise provided (and whether or not expressly in the Finance Party's
         name) on its behalf, subject always to the terms of this Agreement and
         the Security Documents.


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22.19    CO-SECURITY AGENTS

(a)      The Security Agent may appoint any person established or resident in
         any jurisdiction (whether a trust corporation or not) to act either as
         a separate security agent or as a co-security agent jointly with the
         Security Agent (i) if the Security Agent considers that without such
         appointment the interests of the Lenders under the Finance Documents
         would be materially and adversely affected or (ii) for the purposes of
         conforming to any legal requirements, restrictions or conditions in any
         jurisdiction in which any particular act is or acts are to be performed
         or (iii) for the purposes of obtaining a judgment in any jurisdiction
         or the enforcement in any jurisdiction of either a judgment already
         obtained or any of the provisions of the Finance Documents, provided in
         each case that such separate security agent or co-security agent
         becomes bound by the terms of this Agreement as if it were the Security
         Agent.

(b)      Each separate security agent or co-security agent shall (subject always
         to the provisions of this Agreement) have such powers, authorities and
         discretions (not exceeding those conferred on the Security Agent by
         this Agreement) and such duties and obligations as shall be conferred
         or imposed by the instrument of appointment.

(c)      The Security Agent shall have power in like manner to remove any such
         person. If an Event of Default is continuing, such reasonable
         remuneration as the Security Agent may pay to any such person, together
         with any attributable costs, charges and expenses properly incurred by
         it in performing its function as such separate security agent or
         co-security agent shall for the purpose of this Agreement be treated as
         costs, charges and expenses incurred by the Security Agent.

22.20    RELEASE OF SECURITY

         The Security Agent shall and is hereby authorised by each of the other
         Finance Parties (and to the extent it may have any interest therein,
         every other party hereto) to execute on behalf of itself and each of
         the other Finance Parties and every other party hereto where relevant
         without the need for any further referral to, or authority from, any
         Finance Party or other person hereto all such releases of security and
         guarantees given by Obligors under any Finance Document as the Security
         Agent is authorised or required to effect by the terms of this Clause
         22 (The Agents and the Mandated Lead Arrangers).

22.21    CONFLICT WITH SECURITY DOCUMENTS

         If there is any conflict between the provisions of this Agreement and
         any Security Documents with regard to instructions to or the matters
         affecting the Security Agent, this Agreement will prevail.

22.22    SECURITY AGENT AS JOINT AND SEVERAL CREDITOR

(a)      Each of the Obligors and each of the Finance Parties agree that the
         Security Agent shall be the joint and several creditor and as, for
         Dutch law purposes, a (hoofdelijk crediteur) together with the relevant
         Finance Party (of each and every obligation of any Obligor owing to or
         towards each of the Finance Parties under the Finance Documents, and
         that accordingly the Security Agent will have its own independent right
         to demand performance by the relevant Obligor of those obligations.
         However, any discharge of any such obligation to one of the Security
         Agent or a Finance Party (other than the Security Agent) shall, to that
         extent, discharge the corresponding obligation owing to the other and a
         Finance Party shall not by virtue of this clause be entitled to pursue
         an Obligor concurrently for the same obligation.

(b)      Without limiting or affecting the Security Agent's rights against any
         Obligor (whether under this paragraph or under any other provision of
         the Finance Documents), the Security Agent


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         agrees with each other Finance Party (on a several and divided basis)
         that, subject as set out in the next sentence, it will not exercise its
         rights as a joint and several creditor of any and all obligations owing
         to each Finance Party (other than the Security Agent) except with the
         consent of the relevant Finance Party. However, for the avoidance of
         doubt, nothing in the previous sentence shall in any way limit the
         Security Agent's right to act in the protection or preservation of
         rights under or to enforce any Security Document as contemplated by
         this Agreement, and/or the relevant Security Document (or to do any act
         reasonably incidental to any of the foregoing).

23.      FEES

23.1     ARRANGEMENT FEES

         The Company shall pay the arrangement fee to the Mandated Lead
         Arrangers in the amounts and at the times agreed in the Arrangement Fee
         Letter.

23.2     AGENCY FEES

         The Company shall pay to the Agents for their own respective accounts
         agency fees in the amount agreed in the Agency Fee Letter. Each such
         agency fee is payable annually in advance. The first payment of this
         fee is payable on the date which is five calendar days after the date
         of this Agreement and each subsequent payment is payable on each
         anniversary of the date of this Agreement for so long as any amount is
         or may be outstanding under this Agreement or any Commitment is in
         force.

23.3     COMMITMENT FEE

(a)      The Company shall pay to the Facility Agent for each Lender, a
         commitment fee:

         (i)      in respect of its Tranche A Commitments in Euro computed at an
                  annual rate of 40 per cent. of the then Applicable Margin for
                  Tranche A (not to exceed 1.00 per cent. per annum) of the
                  undrawn, uncancelled amount of that Lender's Commitment under
                  Tranche A; and

         (ii)     in respect of its Tranche B Commitments in Euro, computed at
                  an annual rate of 1.00 per cent. on the undrawn, uncancelled
                  amount of that Lender's Commitment under Tranche B, during the
                  Availability Period for that Tranche.

         For this purpose Loans are taken at their Original Euro Amount.

(b)      Accrued commitment fee is payable quarterly in arrear and on the Final
         Maturity Date. Accrued commitment fee shall also be payable to the
         Facility Agent for the relevant Lender on the cancelled amount of any
         of its Commitment at the time the cancellation comes into effect.

(c)      Commitment fees are payable in Euro.

23.4     VAT

         Any fee referred to in this Clause 23 is exclusive of any value added
         tax or any other tax which might be chargeable in connection with that
         fee. If any value added tax or other tax is so chargeable, it shall be
         paid by the relevant Obligor at the same time as it pays the relevant
         fee.


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24.      EXPENSES

24.1     INITIAL AND SPECIAL COSTS

(a)      The Company shall forthwith on demand pay the Facility Agent and the
         Security Agent the amount of all duly documented and reasonable costs
         and expenses (including legal fees) incurred by either of them in
         connection with:

         (i)      the negotiation, preparation, printing, syndication and
                  execution of:

                  (A)      this Agreement and any other documents referred to in
                           this Agreement; and

                  (B)      any other Finance Document (other than a Novation
                           Certificate) executed after the date of this
                           Agreement; and

         (ii)     any amendment, waiver, consent or suspension of rights (or any
                  proposal for any of the foregoing) requested by or on behalf
                  of the Obligors and relating to a Finance Document or a
                  document referred to in any Finance Document.

(b)      The Company shall forthwith on demand pay the Facility Agent and the
         Security Agent the amount of any duly documented costs and expenses
         (including legal fees) incurred by either of them in connection with
         the perfection of any Security Interest purported to be created by any
         Security Interest.

24.2     ENFORCEMENT COSTS

         The Company shall forthwith on demand pay to each Finance Party the
         amount of all duly documented costs and expenses (including legal fees)
         incurred by it in connection with the enforcement of, or the
         preservation of any rights under, any Finance Document.

25.      STAMP DUTIES

         The Company shall pay, and forthwith on demand indemnify each Finance
         Party against any liability it incurs in respect of, any stamp,
         registration and similar tax which is or becomes payable in connection
         with the entry into, performance or enforcement of any Finance Document
         (other than a Novation Certificate).

26.      INDEMNITIES

26.1     CURRENCY INDEMNITY

(a)      If a Finance Party receives an amount in respect of an Obligors'
         liability under the Finance Documents or if that liability is converted
         into a claim, proof, judgment or order in a currency other than the
         currency (the CONTRACTUAL CURRENCY) in which the amount is expressed to
         be payable under the relevant Finance Document:

         (i)      that Obligor shall indemnify that Finance Party as an
                  independent obligation against any loss or liability arising
                  out of or as a result of the conversion;

         (ii)     if the amount received by that Finance Party, when converted
                  into the contractual currency at a market rate in the usual
                  course of its business is less than the amount owed in the
                  contractual currency, that Obligor shall forthwith on demand
                  pay to that Finance Party an amount in the contractual
                  currency equal to the deficit; and


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         (iii)    that Obligor shall forthwith on demand pay to the Finance
                  Party concerned any exchange costs and Taxes payable in
                  connection with any such conversion.

(b)      Each Obligor waives any right it may have in any jurisdiction to pay
         any amount under the Finance Documents in a currency other than that in
         which it is expressed to be payable.

26.2     INDEMNITY RELATING TO THE FACILITY

(a)      The Obligors will indemnify each Finance Party, their respective
         affiliates officers, directors, advisers, representatives, agents,
         employees and controlling persons (each an INDEMNIFIED PERSON) from and
         against any loss, claims, damages or liability which each such
         Indemnified Person suffers or may incur (including, without limitation,
         all reasonable fees and disbursements of legal advisers and all
         reasonable travel and other out-of-pocket expenses incurred in
         connection with the investigation of, preparation for and defence of
         any pending or threatened claim and any litigation or other proceeding
         by or in connection with any shareholder action, class action,
         bondholder and other financial creditor action, or any stock exchange,
         regulatory or administrative process or investigation, whether or not
         in connection with pending or threatened litigation or other proceeding
         in which any Indemnified Person is a party) as a consequence of or in
         connection with or arising out of the Facility except and to the extent
         that any loss, claim, damage or liability is finally judicially
         determined to have resulted primarily from the gross negligence or
         wilful misconduct of such Indemnified Person. You agree to co-operate
         with each Indemnified Person and to give insofar as you are able to
         procure the giving of all such information and render such assistance
         to as the Indemnified Person may reasonably request in connection with
         any action proceeding or investigation.

(b)      The Obligor will agree that no Indemnified Person shall have any
         liability (whether direct or indirect, in contract, tort or otherwise)
         to any member of the Group or any shareholders or creditors of any
         member of the Group for or in connection with the transactions referred
         to above, except to the extent such liability is found in a final
         non-appealable judgment by a court of competent jurisdiction to have
         resulted from such Indemnified Person's gross negligence or wilful
         misconduct.

26.3     OTHER INDEMNITIES

(a)      Each Obligor shall forthwith on demand indemnify each Finance Party
         against any loss or liability which that Finance Party incurs as a
         consequence of:

         (i)      the occurrence of any Event of Default;

         (ii)     the operation of Clause 21.17 (Acceleration) or Clause 32 (Pro
                  Rata Sharing); or

         (iii)    a Loan (or part of a Loan) not being prepaid in accordance
                  with a notice of prepayment or (other than by reason of
                  negligence or default by that Finance Party) a Loan not being
                  made after the Obligors' Agent has delivered a Request.

(b)      Each Obligors' liability in each case includes any loss of margin or
         other loss or expense on account of funds borrowed, contracted for or
         utilised to fund any amount payable under any Finance Document, any
         amount repaid or prepaid or any Loan.

(c)      The Company shall indemnify each Agent against any loss or liability
         (including, without limitation, reasonable costs and expenses) incurred
         by such Facility Agent as a result of:

         (i)      investigating any event which the Facility Agent reasonably
                  believes to be a Default; or


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         (ii)     acting or relying on any notice which such Agent reasonably
                  believes to be genuine, correct and appropriately authorised,

         to the extent that such Agent is not compensated in relation thereto by
         a payment by the Company under Clause 22.17 (Extraordinary management
         time and resources).

26.4     BREAK COSTS

(a)      The Company must pay to each Lender its Break costs.

(b)      Break Costs are the amount (if any) determined by the relevant Lender
         by which:

         (i)      the interest that Lender would have received for the period
                  from the date of receipt of any part of its share in a Loan or
                  an overdue amount to the last day of the applicable Interest
                  Period for that Loan or overdue amount if the principal amount
                  or overdue amount received been paid on the last day of that
                  Interest Period;

         exceeds:

         (ii)     the amount which that Lender would be able to obtain by
                  placing an amount equal to the amount received by it on
                  deposit with a leading bank in the appropriate interbank
                  market for a period starting on the Business Day following
                  receipt and ending on the last day of the current Interest
                  Period.

(c)      Each Lender must supply to the Facility Agent for the Company details
         of the amount of any Break Costs claimed by it under this Subclause.

27.      EVIDENCE AND CALCULATIONS

27.1     ACCOUNTS

         Accounts maintained by a Finance Party in connection with this
         Agreement are, in the absence of manifest error, evidence of the
         matters to which they relate.

27.2     CERTIFICATES AND DETERMINATIONS

         Any certification or determination by a Finance Party of a rate or
         amount under the Finance Documents is, in the absence of manifest
         error, conclusive evidence of the matters to which it relates.

27.3     CALCULATIONS

         Interest (including, if relevant to its calculation, any Mandatory
         Cost) and the fees payable under Clause 23.3 (Commitment fee) accrue
         from day to day and are calculated on the basis of the actual number of
         days elapsed and a year of 360 days or, in the case of interest payable
         on an amount denominated in Sterling or where market practice otherwise
         dictates, 365 days.

28.      AMENDMENTS AND WAIVERS

28.1     PROCEDURE

(a)      Subject to Clause 28.2, any term of the Finance Documents may be
         amended and any breach or prospective breach waived, with the agreement
         of the Obligors' Agent and the Majority Lenders. Each Agent may effect,
         on behalf of any Finance Party, an amendment or waiver permitted under
         this Clause.


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(b)      The Facility Agent shall promptly notify the other Parties of any
         amendment or waiver effected under paragraph (a) above, and any such
         amendment or waiver shall be binding on all the Parties.

28.2     EXCEPTIONS

(a)      An amendment or waiver which relates to any of the following may only
         be effected if agreed by the Obligors' Agent, the Agents and each of
         the Lenders:

         (i)      the definition of each of MAJORITY LENDERS and SUPER MAJORITY
                  LENDER and RELEASE CONDITION DATE and SECURITY RELEASE
                  CONDITION DATE in Clause 1.1 (Definitions);

         (ii)     an extension of the date for, or a decrease in an amount or a
                  change in the currency of, any payment to the Lenders under
                  the Finance Documents (including the Applicable Margin and any
                  fees payable under Clause 23.3 (Commitment fee);

         (iii)    an increase in a Lender's Commitment or the extension of the
                  Final Maturity Date;

         (iv)     a term of a Finance Document which expressly requires the
                  consent of the Lenders;

         (v)      Clause 2.4 (Nature of Finance Party's rights and obligations),
                  Clause 29.1 (Transfers by the Obligors), Clause 29.2
                  (Transfers by Lenders), Clause 32 (Pro Rata Sharing), or this
                  Clause 28;

         (vi)     the release or discharge of any Obligor from its obligations
                  under the Finance Documents other than as expressly agreed
                  pursuant to the Finance Documents; or

         (vii)    any material provision of a Security Document or guarantee or
                  the release of any asset from any Security Interest created by
                  a Security Document other than in accordance with Clause 17
                  (Release of Security and Additional Guarantors) or the terms
                  of relevant Security Document.

(b)      An amendment or waiver of any term of the Security Sharing Agreement
         may only be effected in accordance with Clause 12.1 (Amendments to this
         Agreement) of the Security Sharing Agreement.

(c)      An amendment or waiver of any of the terms of the Finance Documents
         referred to in Clause 12.2 (Amendments to the Finance Documents (other
         than this Agreement)) of the Security Sharing Agreement may only be
         effected in accordance with that clause.

(d)      An amendment or waiver which affects the rights and/or obligations of
         an Agent may not be effected without the agreement of such Agent.

(e)      An amendment or waiver which relates to any of the following may only
         be effected if agreed by the Obligors' Agent, the Agents and the Super
         Majority Lenders:

         (i)      the definition of ASSETS in Clause 1.1 (Definitions);

         (ii)     Clauses 7.4 (Mandatory prepayment from Net Debt Issue
                  Proceeds) to 7.14(b) (Timing of mandatory prepayments and
                  cancellations and Receipt Account) (inclusive); and

         (iii)    this paragraph and a term of a Finance Document which
                  expressly requires the consent of the Super Majority Lenders.


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28.3     CHANGE OF CURRENCY

(a)      Unless otherwise prohibited by law, if more than one currency or
         currency unit are at the same time recognised by the central bank of
         any country as the lawful currency of that country, then:

         (i)      any reference in the Finance Documents to, and any obligations
                  arising under the Finance Documents in, the currency of that
                  country shall be translated into, or paid in, the currency or
                  currency unit of that country designated by the Lender; and

         (ii)     any translation from one currency or currency unit to another
                  shall be at the official rate of exchange recognised by the
                  central bank for the conversion of that currency or currency
                  unit into the other, rounded up or down by the Facility Agent
                  (acting reasonably).

(b)      If a change in any currency of a country occurs, this Agreement will,
         to the extent the Facility Agent (acting reasonably) specifies to be
         necessary, be amended to comply with any generally accepted conventions
         and market practice in the relevant interbank market and otherwise to
         reflect the change in currency.

28.4     WAIVERS AND REMEDIES CUMULATIVE

         The rights of each Finance Party under the Finance Documents:

         (a)      may be exercised as often as necessary;

         (b)      are cumulative and not exclusive of its rights under the
                  general law; and

         (c)      may be waived only in writing and specifically.

         Delay in exercising or non-exercise of any such right is not a waiver
         of that right.

29.      CHANGES TO THE PARTIES

29.1     TRANSFERS BY THE OBLIGORS

         No Obligor may assign, transfer, novate or dispose of any of, or any
         interest in, its rights and/or obligations under the Finance Documents.

29.2     TRANSFERS BY LENDERS

(a)      A Lender (the EXISTING LENDER) may, subject to paragraph (b) below, at
         any time assign, transfer or novate any of its Commitment under Tranche
         A and/or Tranche B and/or rights and/or obligations under this
         Agreement to any third party (the NEW LENDER) in accordance with Clause
         29.3 (Procedure for novations).

(b)      (i)      A transfer in part of Commitment or participation in the
                  Loans made under a Tranche must be in a minimum (and an
                  integral multiple) of an Original Euro Amount of E5,000,000;
                  and

         (ii)     the prior consent of the Company is required for any such
                  assignment, transfer or novation unless the New Lender is
                  another Lender or an Affiliate of a Lender, or a bank or
                  financial institution, or a special purpose company or vehicle
                  or entity controlled or managed by one of more banks or
                  financial institutions or their Affiliates and which is
                  incorporated or established for the purposes of a
                  securitisation


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                  programme or a collateralised debt obligation or
                  collateralised loan obligation programme, or a Default is
                  outstanding. However the prior consent of the Company (where
                  required) is not to be unreasonably withheld or delayed.

(c)      A transfer of obligations will be effective only if either:

         (i)      the obligations are novated in accordance with Clause 29.3; or

         (ii)     the New Lender confirms to the Facility Agent and the
                  Obligors' Agent that it undertakes to be bound by the terms of
                  this Agreement as a Lender in form and substance satisfactory
                  to the Facility Agent. On the transfer becoming effective in
                  this manner the Existing Lender shall be relieved of its
                  obligations under this Agreement to the extent that they are
                  transferred to the New Lender.

(d)      On each occasion an Existing Lender assigns, transfers or novates any
         of its Commitment and/or rights and/or obligations under this
         Agreement, the New Lender shall, on the date the assignment, transfer
         and/or novation takes effect, pay to the Facility Agent for its own
         account a fee of E1500 (without, for the avoidance of doubt, any
         right to reimbursement by the Obligors).

(e)      An Existing Lender is not responsible to a New Lender for:

         (i)      the execution, genuineness, validity, enforceability or
                  sufficiency of any Finance Document or any other document;

         (ii)     the collectability of amounts payable under any Finance
                  Document or the value of any security or collateral; or

         (iii)    the accuracy of any statements or information (whether written
                  or oral) made in or in connection with any Finance Document.

(f)      Each New Lender confirms to the Existing Lender and the other Finance
         Parties that it:

         (i)      has made its own independent investigation and assessment of
                  the financial condition and affairs of the Obligors and their
                  related entities in connection with its participation in this
                  Agreement and has not relied exclusively on any information
                  provided to it by the Existing Lender or any other Finance
                  Party in connection with any Finance Document;

         (ii)     will continue to make its own independent appraisal of the
                  creditworthiness of the Obligors and their related entities
                  while any amount is or may be outstanding under this Agreement
                  or any Commitment is in force;

         (iii)    is a bank or financial institution whose on-going business
                  includes participations in syndications facilities; and

         (iv)     it has made its own investigation of the Lock-up Arrangements
                  and agrees to be bound by the term thereof and to execute such
                  documentation as is reasonably required to accede to those
                  arrangements.

(g)      Nothing in any Finance Document obliges an Existing Lender to:

         (i)      accept a re-transfer from a New Lender of any of the
                  Commitment and/or rights and/or obligations assigned,
                  transferred or novated under this Clause; or


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         (ii)     support any losses incurred by the New Lender by reason of the
                  non-performance by any Obligor of its obligations under the
                  Finance Documents or otherwise.

(h)      Any reference in this Agreement to a Lender includes a New Lender but
         excludes a Lender if no amount is or may be owed to or by it under this
         Agreement and its Commitment has been cancelled or reduced to nil.

(i)      In the case of an assignment, the Existing Lender and the New Lender
         shall ensure that the relevant transfer agreement is notified by
         bailiff (HUISSIER) to the Company and the Obligors' Agent in accordance
         with Article 1690 of the French Civil Code.

29.3     PROCEDURE FOR NOVATIONS

(a)      A novation is effected if:

         (i)      the Existing Lender and the New Lender deliver to the Facility
                  Agent a duly completed certificate, substantially in the form
                  of Schedule 5 (a NOVATION CERTIFICATE); and

         (ii)     the Facility Agent executes it.

(b)      Each Party (other than the Existing Lender and the New Lender)
         irrevocably authorises the Facility Agent to execute any duly completed
         Novation Certificate on its behalf.

(c)      To the extent that they are expressed to be the subject of the novation
         in the Novation Certificate:

         (i)      the Existing Lender and the other Parties (the EXISTING
                  PARTIES) will be released from their obligations to each other
                  (the DISCHARGED OBLIGATIONS);

         (ii)     the New Lender and the existing Parties will assume
                  obligations towards each other which differ from the
                  discharged obligations only insofar as they are owed to or
                  assumed by the New Lender instead of the Existing Lender;

         (iii)    the rights of the Existing Lender against the existing Parties
                  and vice versa (the DISCHARGED rights) will be cancelled; and

         (iv)     the New Lender and the existing Parties will acquire rights
                  against each other which differ from the discharged rights
                  only insofar as they are exercisable by or against the New
                  Lender instead of the Existing Lender,

         all on the date of execution of the Novation Certificate by the
         Facility Agent or, if later, the date specified in the Novation
         Certificate.

(d)      For the avoidance of doubt the Parties agree that any novation effected
         in accordance with this Clause 29.3 shall constitute a novation within
         the meaning of Article 1271 et seq, of the French Civil Code and that
         the guarantee and security are preserved for the benefit of the New
         Lender.

(e)      Each Obligor hereby expressly consents to each assignment, transfer
         and/or novation of any rights and/or obligations permitted under and
         made in accordance with this Clause 29. Each Guarantor hereby expressly
         accepts and confirms that, notwithstanding any assignment, transfer
         and/or novation permitted under and made in accordance with this Clause
         29, its Guarantee guarantees all obligations of the Obligors
         (including, without limitation, all


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         obligations with respect to all rights and/or obligations so assigned,
         transferred or novated) for the benefit of the Finance Parties, in
         accordance with the terms of the Finance Documents.

29.4     REFERENCE BANKS

         If a Reference Bank (or, if a Reference Bank is not a Lender, the
         Lender of which it is an Affiliate) ceases to be a Lender, the Facility
         Agent shall (in consultation with the Obligors' Agent) appoint another
         Lender or an Affiliate of a Lender to replace that Reference Bank.

29.5     REGISTER

         The Facility Agent shall keep a register of all the Parties and shall
         supply any other Party (at that Party's expense) with a copy of the
         register on request.

29.6     VOTING

         If a Lender transfers any of its Commitment and participations in the
         Loans to its Affiliate, the Lender shall continue to vote as a Lender
         in the place of the Affiliate for the purposes of the definition of
         Majority Lenders.

29.7     ADDITIONAL COSTS

         If any assignment, transfer, novation after the Syndication Date, or
         change of Facility Office by a Lender would, at the time thereof,
         result in additional amounts becoming payable under Clause 12 (Taxes),
         then, unless the assignment, transfer, novation or change of Facility
         Office was being effected pursuant to Clause 12.3 (Mitigation), the
         Obligors shall be required to pay such amounts or additional amounts to
         or for the account of the assignee, transferee, New Lender or Lender
         acting through its new Facility Office only to the extent that it would
         have been required to pay the same had there been no such assignment,
         transfer, novation or change of Facility Office.

30.      DISCLOSURE OF INFORMATION

(a)      Each Finance Party shall keep confidential any information supplied to
         it by or on behalf of any Obligor in connection with the Finance
         Documents. However, a Finance Party is entitled to disclose
         information:

         (i)      which is publicly available, other than as a result of a
                  breach by that Finance Party of this Clause;

         (ii)     to the extent requested or required by any court of competent
                  jurisdiction in connection with any
                  legal or arbitration proceedings;

         (iii)    to the extent required to do so under any law or regulation;

         (iv)     to a competent governmental, banking, taxation or other
                  regulatory authority if and to the extent required;

         (v)      to its professional advisers;

         (vi)     to the extent allowed under paragraph (b) below; or

         (vii)    with the prior written consent of the relevant Obligor or the
                  Company.


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(b)      A Lender may disclose to one of its Affiliates or any person
         (including, without limitation, any person mentioned in Clause 29.2
         (Transfers by Lenders)) with whom it is proposing to enter, or has
         entered into, any kind of transfer, participation or other agreement in
         relation to this Agreement:

         (i)      copy of any Finance Document; and

         (ii)     any information which that Lender has acquired under or in
                  connection with any Finance Document on or after the date of
                  this Agreement,

         provided that prior to making any such disclosure a Lender shall obtain
         a written confidentiality undertaking (substantially in the form of
         Schedule 8) together with such amendments as the Lender shall
         reasonably consider necessary) with respect to the information to be
         disclosed.

(c)      This Clause shall apply to information supplied to a Finance Party by
         or on behalf of any Obligor in connection with the Finance Documents on
         or after the date of this Agreement. Any confidentiality undertaking
         given by a Finance Party in connection with this Agreement prior to it
         becoming a Party shall continue in full force and effect in accordance
         with its terms in respect of all information supplied to that Finance
         Party by or on behalf of any Obligor prior to the date of this
         Agreement.

31.      SET-OFF

         Following the occurrence of a Default, a Finance Party may set off any
         matured obligation owed by an Obligor under the Finance Documents (to
         the extent beneficially owned by that Finance Party) against any
         obligation (whether or not matured) owed by that Finance Party to that
         Obligor, regardless of the place of payment, booking branch or currency
         of either obligation. If the obligations are in different currencies,
         the Finance Party may convert either obligation at a market rate of
         exchange in its usual course of business for the purpose of the
         set-off. If a Finance Party's obligation is unliquidated or
         unascertained, the Finance Party may set off in an amount estimated by
         it in good faith to be the amount of that obligation.

32.      PRO RATA SHARING

32.1     REDISTRIBUTION

         If any amount owing by an Obligor under the Finance Documents to a
         Finance Party (the RECOVERING FINANCE PARTY) is discharged by payment,
         set-off or any other manner other than through the Facility Agent in
         accordance with Clause 11 (Payments) (a RECOVERY), then:

         (a)      the recovering Finance Party shall, within three Business
                  Days, notify details of the recovery to the Facility Agent;

         (b)      the Facility Agent shall determine whether the recovery is in
                  excess of the amount which the recovering Finance Party would
                  have received had the recovery been received by the Facility
                  Agent and distributed in accordance with Clause 11 (Payments);

         (c)      subject to Clause 32.3, the recovering Finance Party shall,
                  within three Business Days of demand by the Facility Agent,
                  pay to the Facility Agent an amount (the REDISTRIBUTION) equal
                  to the excess;

         (d)      the Facility Agent shall treat the redistribution as if it
                  were a payment by that Obligor under Clause 11 (Payments) and
                  shall pay the redistribution to the Finance Parties


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                  (other than the recovering Finance Party) in accordance with
                  Clause 11.7 (Partial payments); and

         (e)      after payment of the full redistribution, the recovering
                  Finance Party will be subrogated to the portion of the claims
                  paid under paragraph (d) above and that Obligor owes the
                  recovering Finance Party a debt which is equal to the
                  redistribution, immediately payable and of the type originally
                  discharged.

32.2     REVERSAL OF REDISTRIBUTION

         If under Clause 32.1:

         (a)      a recovering Finance Party must subsequently return a
                  recovery, or an amount measured by reference to a recovery, to
                  an Obligor; and

         (b)      the recovering Finance Party has paid a redistribution in
                  relation to that recovery,

         each Finance Party shall, within three Business Days of demand by the
         recovering Finance Party through the Facility Agent, reimburse the
         recovering Finance Party all or the appropriate portion of the
         redistribution paid to that Finance Party together with interest on the
         amount to be returned to the recovering Finance Party for the period
         whilst it held the re-distribution. Thereupon, the subrogation in
         Clause 32.1(e) will operate in reverse to the extent of the
         reimbursement.

32.3     EXCEPTIONS

(a)      A recovering Finance Party need not pay a redistribution to the extent
         that it would not, after the payment, have a valid claim against an
         Obligor in the amount of the redistribution pursuant to Clause 32.1(e).

(b)      A recovering Finance Party is not obliged to share with any other
         Finance Party any amount which the recovering Finance Party has
         received or recovered as a result of taking legal proceedings, if the
         other Finance Party had an opportunity to participate in those legal
         proceedings but did not do so or did not take separate legal
         proceedings.

33.      SEVERABILITY

         If a provision of any Finance Document is or becomes illegal, invalid
         or unenforceable in any jurisdiction, that shall not affect:

         (a)      the validity or enforceability in that jurisdiction of any
                  other provision of the Finance Documents; or

         (b)      the validity or enforceability in other jurisdictions of that
                  or any other provision of the Finance Documents.

34.      COUNTERPARTS

         Each Finance Document may be executed in any number of counterparts,
         and this has the same effect as if the signatures on the counterparts
         were on a single copy of the Finance Document.


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35.      NOTICES

35.1     GIVING OF NOTICES

         All notices or other communications (other than those given under the
         terms of Clause 35.3 (Website communications) under or in connection
         with the Finance Documents shall be given in writing by letter or
         facsimile or (if the relevant Party has specified such address pursuant
         to Clause 35.2 (Addresses for notices) by e-mail. Any such notice or
         communication will be deemed to be given as follows:

         (a)      if by letter, when delivered personally or on actual receipt;
                  and

         (b)      if by facsimile or e-mail (including a notification under
                  Clause 35.3), when actually received in legible form.

         However, a notice given in accordance with the above but received on a
         non-working day or after business hours in the place of receipt will
         only be deemed to be given on the next working day in that place.

35.2     ADDRESSES FOR NOTICES

(a)      The address and facsimile number and (if so specified) e-mail address
         (and the department or officer, if any, for whose attention the
         communication is to be made) of each Party (other than the Obligors'
         Agent and the Facility Agent) for all notices under or in connection
         with the Finance Documents are:

         (i)      those notified by that Party for this purpose to the Facility
                  Agent on or before the date it becomes a Party; or

         (ii)     any other notified by that Party for this purpose to the
                  Facility Agent by not less than five Business Days' notice.

(b)      The address and facsimile number of the Obligors' Agent are:

         Vivendi Universal S.A.
         42, avenue de Friedland
         75008 Paris
         Fax number: +33 (0) 1 71 71 10 47
         Attention:  M. Dupont-Lhotelain

         or such other as the Obligors' Agent may notify to the Facility Agent
         by not less than five Business Days' notice.

(c)      The address, facsimile number and email address of the Facility Agent
         are:

         Societe Generale
         Agency and Transaction Management Department
         OPER/DFI/ATM/COR
         Tour Societe Generale
         17 cours Valmy
         92972 Paris-La Defense Cedex
         France

         Fax number:       +33 (0)1 42 14 60 93
         Telephone:        +33 (0)1 42 13 53 49


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         E-mail:           stephanie.bessadou@socgen.com
         Attention:        Stephanie Bessadou

         or such other as the Facility Agent may notify to the other Parties by
         not less than five Business Days' notice.

(d)      All notices from or to any Obligor shall be sent through the Facility
         Agent and the Obligor's Agent.

(e)      The Facility Agent shall, promptly upon request from any Party, give to
         that Party the address, or facsimile number or e-mail address (where
         appropriate) of any other Party applicable at the time for the purposes
         of this Clause.

35.3     WEBSITE COMMUNICATIONS

(a)      This Clause 35.3 shall apply to:

         (i)      all accounts, certificates, each Liquidity Analysis and other
                  information delivered under Clauses 19.2 (Financial
                  information) and 19.6 (Information - miscellaneous);

         (ii)     any communication (other than one which is intended to form
                  part of a contract) between the Obligors' Agent and the
                  Facility Agent or between the Facility Agent and the Finance
                  Parties (or any of them) in connection with any amendment,
                  waiver, consent or suspension of rights (or any proposal for
                  any of the foregoing) requested by or on behalf of the Obligor
                  and relating to a Finance Document or a document referred to
                  in any Finance Document; and

         (iii)    any other communication between the Obligors' Agent and the
                  Facility Agent or between the Facility Agent and the Finance
                  Parties (or any of them), of a type to which the Facility
                  Agent specifies, in a notice delivered to the Obligors' Agent
                  and the Lenders by letter or facsimile, that this Clause 35.3
                  shall apply.

(b)      The Facility Agent will not, without the consent of the Majority
         Lenders and the Obligors' Agent, specify pursuant to paragraph (a)(iii)
         above that this Clause 35.3 shall apply to:

         (i)      the delivery of Requests; or

         (ii)     the notification by the Facility Agent of a Lender's
                  participation in a Loan.

(c)      Any communication to which this Clause 35.3 applies shall be validly
         given if:

         (i)      the sender places the communication on a website (the
                  DESIGNATED WEBSITE) operated by a website operator which is
                  (at the time the communication is sent) approved by the
                  Facility Agent for this purpose, in accordance with the
                  procedures and requirements of that website operator;

         (ii)     the details and instructions (including any password)
                  necessary in order to access the communication on the
                  Designated Website have been notified to the Facility Agent,
                  the Obligors' Agent and each Lender by letter, fax or e-mail
                  in accordance with this Agreement;

         (iii)    the sender takes such steps as are necessary so that each
                  recipient is sent, by letter or fax in accordance with this
                  Agreement or by electronic mail in accordance with paragraph
                  (d) below, a notice (the NOTIFICATION) of the fact that a
                  communication has been placed on the Designated Website for
                  their attention and giving instructions for


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                  gaining access to that communication (to the extent not
                  already notified under paragraph (ii) above); and

         (iv)     in the case of the documents referred to at paragraph (a)(i)
                  above, and in the case of any communication referred to at
                  paragraph (a)(ii) placed by the Obligors' Agent, the
                  communication is placed on the Designated Website in PDF
                  format or any other format acceptable to the Facility Agent
                  and a hard copy is, in any event, provided to the Facility
                  Agent.

(d)      A Notification sent by electronic mail to a Party shall be sent to the
         electronic mail address notified by that Party to the Facility Agent
         (or, if that Party is the Facility Agent, notified by the Facility
         Agent to the other Parties) in accordance with Clause 35.2.

(e)      Subject to paragraph (f) below, the Facility Agent may approve a
         website operator by giving five Business Days' notice (by letter or
         facsimile) to the Lenders and the Obligors' Agent. The Facility Agent
         may revoke its approval of a website operator for these purposes at any
         time immediately upon notice (given by letter or facsimile) to the
         Lenders and the Obligors' Agent; any such notice will take effect
         immediately.

(f)      The Facility Agent shall not approve a website operator for the
         purposes of this Clause 35.3 unless:

         (i)      it is satisfied that the Facility Agent, the Obligors' Agent
                  and each Finance Party have been provided with any website
                  addresses, user names, passwords and other necessary
                  information, and have entered into any necessary arrangements
                  with the website operator, to enable them to gain access to
                  communications placed on the website for their attention;

         (ii)     it has received assurances satisfactory to it that,
                  communications transmitted to, received from and stored on
                  websites operated by the website operator will be as secure as
                  possible from unauthorised interception, reading and
                  amendment; and

         (iii)    it is satisfied that, promptly upon a communication being
                  placed on any relevant website, the intended recipient will be
                  sent a notification by e-mail of the communication and will,
                  for at least 30 calendar days thereafter, be able to read and
                  retrieve a copy of the communication.

(g)      Any communication made in accordance with paragraph (c) above will be
         deemed to be given at the close of business (in the place of receipt)
         on the Business Day following the day on which the recipient is given
         the relevant Notification, unless prior to that time either:

         (i)      the sender of the communication becomes aware that the
                  recipient has not received that Notification; or

         (ii)     the recipient of the Notification notifies the sender that it
                  is not possible, for technical or other reasons affecting the
                  operation of the relevant website generally, for the
                  communication to be read or retrieved.

(h)      The Facility Agent, the Obligors' Agent and each Lender shall comply
         with any reasonable requirements of any approved website operator
         relating to the operation and security of the relevant websites.

(i)      The Facility Agent shall promptly upon becoming aware of its occurrence
         notify the Lenders and the Obligors' Agent if:


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         (i)      any Designated Website cannot be accessed due to technical
                  failure;

         (ii)     the password specifications for any Designated Website change;

         (iii)    the Facility Agent becomes aware that any Designated Website
                  or any information posted onto any Designated Website is or
                  has been infected by any electronic virus or similar software.

         If the Facility Agent gives a notice under paragraph (i) or (iii)
         above, all information which would otherwise have been posted on the
         Designated Website concerned shall be supplied in hard copy unless and
         until the Facility Agent and each Lender is satisfied that the
         circumstances giving rise to the notification are no longer continuing.

(j)      Nothing in this Clause 35.3 shall affect Clause 35.2(d) or prejudice
         the right of any Party to give any notice or other communication by
         letter or facsimile in accordance with the terms of this Agreement.

36.      LANGUAGE

(a)      Any notice given under or in connection with any Finance Document shall
         be in English.

(b)      All other documents provided under or in connection with any Finance
         Document shall be:

         (i)      in English; or

         (ii)     if not in English, accompanied by a certified English
                  translation (unless the document is a statutory or other
                  official document).

37.      JURISDICTION

37.1     SUBMISSION

(a)      For the benefit of each Finance Party, each Obligor agrees that the
         courts of England have jurisdiction to settle any disputes in
         connection with any Finance Document and accordingly submits to the
         jurisdiction of the English courts.

(b)      Without prejudice to paragraph (a) above and for the benefit of each
         Finance Party, each Obligor agrees that any New York State Court or
         Federal Court sitting in New York has jurisdiction to settle any
         disputes in connection with this Agreement and accordingly submits to
         the jurisdiction of those courts.

37.2     SERVICE OF PROCESS

         Without prejudice to any other mode of service, each Obligor:

         (a)      irrevocably appoints:

                  (i)      Law Debenture Corporate Services Limited, Fifth
                           Floor, 100 Wood Street, London EC2V 7EX as its agent
                           for service of process in relation to any proceedings
                           before the English courts in connection with any
                           Finance Document; and

                  (ii)     Vivendi Universal Holding I Corp., 800 3rd Avenue,
                           Fourth Floor, New York NY10022 as its agent for
                           service of process, where required, in relation


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                           to any proceedings before any courts located in the
                           State of New York in connection with this Agreement;

                  agrees to maintain an agent for service of process in England
                  and in the State of New York until all Commitments have been
                  terminated and the Loans and all other amounts payable under
                  the Finance Documents have been finally, irrevocably and
                  indefeasibly repaid in full;

         (b)      agrees that failure by a process agent to notify the Obligors
                  of the process will not invalidate the proceedings concerned;

         (c)      consents to the service of process relating to any such
                  proceedings by prepaid posting of a copy of the process to its
                  address for the time being applying under Clause 35.2
                  (Addresses for notices); and

         (d)      agrees that if the appointment of any person mentioned in
                  paragraph (a) above ceases to be effective, the Obligors'
                  Agent (on behalf of the Obligors) shall immediately appoint a
                  further person in England or in the State of New York, as the
                  case may be, to accept service of process on its behalf in
                  England or in the State of New York, as the case may be, and,
                  failing such appointment within 15 calendar days, the Facility
                  Agent is entitled to appoint such a person by notice to the
                  Obligors' Agent.

37.3     FORUM CONVENIENCE AND ENFORCEMENT ABROAD

         Each Obligor:

         (a)      waives objection to the English and New York State and Federal
                  courts on grounds of inconvenient forum or otherwise as
                  regards proceedings in connection with a Finance Document; and

         (b)      agrees that in the case of the enforcement of any judgment or
                  order of an English or New York State and Federal court in
                  connection with a Finance Document in any other jurisdiction,
                  it will not assert that such judgment is not conclusive and
                  not binding on it and that it may not be enforced against it
                  in the courts of any other jurisdiction.

37.4     NON-EXCLUSIVITY

         Nothing in this Clause 37 limits the right of a Finance Party to bring
         proceedings against any Obligor in connection with any Finance
         Document:

         (a)      in any other court of competent jurisdiction; or

         (b)      concurrently in more than one jurisdiction.

38.      WAIVER OF IMMUNITY

         Each Obligor irrevocably and unconditionally:

         (a)      agrees that if a Finance Party brings proceedings against it
                  or its assets in relation to a Finance Document, no immunity
                  from those proceedings (including, without limitation, suit,
                  attachment prior to judgment, other attachment, the obtaining
                  of judgment, execution or other enforcement) will be claimed
                  by or on behalf of itself or with respect to its assets;


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         (b)      waives any such right of immunity which it or its assets now
                  has or may subsequently acquire; and

         (c)      consents generally in respect of any such proceedings to the
                  giving of any relief or the issue of any process in connection
                  with those proceedings, including, without limitation, the
                  making, enforcement or execution against any assets whatsoever
                  (irrespective of its use or intended use) of any order or
                  judgment which may be made or given in those proceedings.

39.      WAIVER OF JURY TRIAL

         THE OBLIGORS AND THE FINANCE PARTIES WAIVE ANY RIGHTS THEY MAY HAVE TO
         A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED ON OR ARISING FROM
         ANY FINANCE DOCUMENT OR THE TRANSACTIONS CONTEMPLATED BY THE FINANCE
         DOCUMENTS. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A
         WRITTEN CONSENT TO A TRIAL BY THE COURT.

40.      GOVERNING LAW

         This Agreement is governed by English law.

THIS AGREEMENT has been entered into on the date stated at the beginning of this
Agreement.


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