<PAGE>
                                                                     Exhibit 4.8

                       AMENDMENT AND RESTATEMENT AGREEMENT


                                      DATED

                                 13TH MAY, 2003


                                     BETWEEN


                             VIVENDI UNIVERSAL S.A.

                                       AND

                      THE BANKS AND FINANCIAL INSTITUTIONS
                                SPECIFIED HEREIN

                                       AND

                                SOCIETE GENERALE
                                AS FACILITY AGENT


                                  RELATING TO A

                        E 3,000,000,000 CREDIT AGREEMENT

                             DATED 15TH MARCH, 2002


                      AS AMENDED BY AN AMENDMENT AGREEMENT
                            DATED 6TH FEBRUARY, 2003





                                  ALLEN & OVERY
                                     London
<PAGE>
                                      INDEX

<TABLE>
<CAPTION>
CLAUSE                                                                     PAGE
<S>                                                                        <C>
1.       Interpretation................................................      1
2.       Conditions Precedent..........................................      2
3.       Restatement...................................................      2
4.       Conditions Subsequent.........................................      2
5.       Representations and Warranties................................      3
6.       Miscellaneous.................................................      4
7.       Governing Law.................................................      5

SCHEDULE

1.       Conditions precedent documents................................      6

2.       Conditions subsequent documents...............................      9

3.       Restated Credit Agreement.....................................     11

SIGNATORIES............................................................    147
</TABLE>
<PAGE>
THIS AMENDMENT AND RESTATEMENT AGREEMENT is dated 13th May, 2003 and is made
between:

(1)      VIVENDI UNIVERSAL S.A. (the OBLIGORS' AGENT);

(2)      THE COMPANIES listed as Guarantors on the signature pages of this
         Agreement (the GUARANTORS);

(3)      THE BANKS AND FINANCIAL INSTITUTIONS listed as Banks on the signature
         pages of this Agreement (the BANKS);

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

(5)      SOCIETE GENERALE as security agent (in this capacity the SECURITY
         AGENT).

BACKGROUND

(A)      This Agreement is supplemental to and amends a E 3,000,000,000 credit
         agreement dated 15th March, 2002 made between, among others, the
         Obligors' Agent and the Facility Agent (as amended by an amendment
         agreement dated 6th February 2003, the CREDIT AGREEMENT).

(B)      The Obligors' Agent enters into this agreement on its own behalf and on
         behalf of the Company.

IT IS AGREED as follows:

1.       INTERPRETATION

1.1      DEFINITIONS

         (a)      Capitalised terms as to be defined in the Restated Credit
                  Agreement have, except where otherwise defined in this
                  Agreement, the same meaning in this Agreement.

         (b)      EFFECTIVE DATE means the date on which the Facility Agent
                  gives the notification referred to in Clause 2.1 (Notification
                  of satisfaction), or such later date as the Obligors' Agent
                  and the Facility Agent may agree.

         (c)      RESTATED CREDIT AGREEMENT means the Credit Agreement as to be
                  amended and restated in the form set out in Schedule 3 to this
                  Agreement.

1.2      CONSTRUCTION

         The provisions of clause 1.2 (Construction) of the Restated Credit
         Agreement apply to this Agreement as though they were set out in full
         in this Agreement, except that references to the Credit Agreement are
         to be construed as references to this Agreement.
<PAGE>
                                       2



2.       CONDITIONS PRECEDENT

2.1      NOTIFICATION OF SATISFACTION

         The Facility Agent must notify the Obligors' Agent and the Banks
         promptly on being satisfied that it has received all of the documents
         and evidence set out in Schedule 1 in form and substance satisfactory
         to it.

2.2      LAPSE

         If the Facility Agent fails to give the notification under Clause 2.1
         (Notification of satisfaction) above on or before 5th August, 2003 (or
         such later date as the Obligors' Agent and Facility Agent may agree),
         the Effective Date will not occur and Clause 3 (Restatement) will be of
         no effect.

3.       RESTATEMENT

         On and from the Effective Date:

         (a)      the Credit Agreement will be amended and restated so that it
                  reads in the form set out in Schedule 3 (Restated Credit
                  Agreement); and

         (b)      each Guarantor, in its capacity as such, will become a party
                  to the Restated Credit Agreement and will give the guarantee
                  and indemnity set out in Clause 16 (Guarantee and Indemnity)
                  of the Restated Credit Agreement.

4.       CONDITIONS SUBSEQUENT

4.1      NOTIFICATION OF SATISFACTION

         The Facility Agent must notify the Obligors' Agent and the Banks
         promptly on being satisfied that it has received all of the documents
         and evidence set out in Part I of Schedule 2 in form and substance
         satisfactory to it.

4.2      REVERSAL OF AMENDMENTS

         (a)      If the Effective Date has occurred, but the Facility Agent
                  fails to give the notification under Clause 4.1 (Notification
                  of satisfaction) above on or before 5th August, 2003 (or such
                  later date as the Obligors' Agent and Facility Agent may
                  agree) (the CONDITIONS SUBSEQUENT DATE), then on and from the
                  Conditions Subsequent Date:

                  (i)      the Restated Credit Agreement will be further amended
                           so that it reads in the form which was in effect
                           immediately prior to the Effective Date;

                  (ii)     each Guarantor will be released from its obligations
                           as such under the Restated Credit Agreement (but
                           without prejudice to any obligations it has under the
                           Junior Guarantee (as defined in the Credit Agreement
                           as in force immediately prior to the Effective Date)
                           or any other document under which it gives any
                           guarantee, indemnity or other assurance in respect of
                           the obligations to the Finance Parties under the
                           Junior Guarantee or any other document except the
                           Credit Agreement);
<PAGE>
                                       3




                  (iii)    each Party must, at the expense of the Company,
                           execute such documents and take such action which is
                           required by the Company (acting reasonably) to ensure
                           that to the extent possible, the documents referred
                           to in paragraphs 11, 12 and 15 of Schedule 1 (and, if
                           applicable, paragraph 2 of Part II of Schedule 2)
                           cease to be effective;

                  (iv)     the documents referred to at paragraphs (b)(ii) to
                           (v) of Clause 6 (Miscellaneous) will cease to be
                           Finance Documents (but for the purposes of the Credit
                           Agreement, this Agreement will continue to be a
                           Finance Document); and

                  (v)      each Party must, at the expense of the Company,
                           execute any further documents and take any further
                           action which are required by the Facility Agent or
                           the Obligors' Agent (each acting reasonably) to give
                           effect to paragraphs (i) to (iv) above.

         (b)      Nothing in this Clause will affect any rights or obligations
                  of any Party which have accrued or otherwise come into
                  existence under the Credit Agreement prior to the Conditions
                  Subsequent Date.

4.3      DELIVERY OF FURTHER DOCUMENTS

         If the notification of satisfaction under Clause 4.1 (Notification of
         satisfaction) has been provided to the Obligor's Agent, the Obligor's
         Agent must deliver or procure the delivery of the documents listed in
         Part II of Schedule 2 as soon as practicable after the date of this
         Agreement and in any event before the Conditions Subsequent Date.

5.       REPRESENTATIONS AND WARRANTIES

5.1      REPRESENTATIONS AND WARRANTIES

         The Obligors' Agent and each Guarantor make the representations and
         warranties set out in this Clause to each Finance Party on the date of
         this Agreement and on the Effective Date.

5.2      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 this
         Agreement and (in the case of the Obligors' Agent) the amendment and
         restatement of the Credit Agreement contemplated by this Agreement.

5.3      LEGAL VALIDITY

         This Agreement constitutes its legal, valid and binding obligation
         enforceable in accordance with its terms subject to any laws affecting
         creditors' rights generally, and would be so treated in the courts of
         the jurisdiction of its incorporation.

5.4      AUTHORISATIONS

         All authorisations required in connection with the entry into,
         performance, validity and enforceability of this Agreement and the
         amendment and restatement of the Credit Agreement
<PAGE>
                                       4


         contemplated by this Agreement, other than those required under Parts I
         and II of Schedule 2, have been obtained or effected and are in full
         force and effect.

5.5      NON-CONFLICT

         The entry into and performance by it of this Agreement, and the
         amendment and restatement of the Credit Agreement contemplated by this
         Agreement, do not and will not:

         (d)      conflict in any material respect with any law or regulation or
                  judicial or official order binding on it or any Material
                  Subsidiary; or

         (e)      conflict with its constitutional documents; or

         (f)      conflict in any material respect with any document which is
                  binding upon it or any Material Subsidiary or any asset of it
                  or any Material Subsidiary.

5.6      CREDIT AGREEMENT

         The representations as to be set out in clause 17 (Representations and
         Warranties) of the Restated Credit Agreement (other than those set out
         in clauses 17.3 (Powers and authority), 17.7 (Taxes on payments), 17.8
         (Stamp duties), 17.15(c) (Accounts) and 17.16 (Information Memorandum))
         are true as if made on the date of this Agreement and the Effective
         Date with reference to the facts and circumstances then existing, as if
         references to the Credit Agreement were references to the Restated
         Credit Agreement and as if references to the Finance Documents included
         this Agreement.

6.       MISCELLANEOUS

(a)      The Obligors' Agent must pay (or procure that there is paid) to the
         Facility Agent forthwith upon demand the amount of all reasonable costs
         and expenses (including legal fees and expenses) incurred by the
         Facility Agent in connection with this Agreement, any other documents
         referred to in this Agreement and the transactions contemplated by
         them.

(b)      The Facility Agent and the Obligors' Agent designate as Finance
         Documents:

         (i)      this Agreement;

         (ii)     the Security Sharing Agreement;

         (iii)    each Security Document; and

         (iv)     each Subordination Agreement.

(c)      Except as expressly stated in this Agreement, no Finance Document, and
         no rights, powers or privileges of any Finance Party under any Finance
         Document, will be affected, impaired or waived by:

         (i)      the execution, delivery or performance of this Agreement or
                  any document referred to in it;
<PAGE>
                                       5


         (ii)     the receipt or non-receipt of any of the documents and
                  evidence referred to in Clause 2 (Conditions precedent) or
                  Clause 4 (Conditions Subsequent);

         (iii)    the occurrence or non-occurrence of the Effective Date or the
                  Conditions Subsequent Date;

         (iv)     any action taken or proposed to be taken, any inaction, any
                  statement, representation or indulgence by any Finance Party
                  or any other person in respect of any Default or otherwise; or

         (v)      any failure to exercise or any delay in exercising any right,
                  power or privilege.

(d)      This Agreement may be executed in any number of counterparts. This has
         the same effect as if the signatures were on a single copy of this
         Agreement.

(e)      With effect from the Effective Date, this Agreement shall be read and
         construed as one with the Credit Agreement and references in the Credit
         Agreement to THIS AGREEMENT, HEREOF, HEREUNDER and other similar terms
         shall be read and construed accordingly.

7.       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.
<PAGE>
                                       6


                                   SCHEDULE 1

                         CONDITIONS PRECEDENT DOCUMENTS

1.       A copy of the constitutional documents of each Obligor and, in the case
         of each French Obligor, an extract of the K-Bis of the Register of
         Commerce and Companies relating to it, in each case dated no more than
         one month prior to the date of this Agreement.

2.       A certified copy of the resolution of the board of directors of each
         Obligor approving the terms of, and the transactions contemplated by,
         the Finance Documents to which it is or is to be a party and resolving
         that it execute each such Finance Document and authorising an
         authorised signatory of that Obligor to execute on its behalf each such
         Finance Document.

3.       If necessary in the case of each Obligor, a power of attorney in favour
         of the person signing on behalf of that Obligor.

4.       A copy of:

         (a)      the tax certificate; and

         (b)      the certificate of good standing,

         in respect of each Obligor incorporated in the United States of
         America.

5.       A specimen of the signature of each person authorised to sign all
         Finance Documents on behalf of the Obligors' Agent and to sign and/or
         despatch all documents and notices to be signed and/or despatched by
         the Obligors' Agent under or in connection with the Finance Documents.

6.       A certificate of the Chairman and Chief Executive Officer or other duly
         authorised signatory of:

         (a)      the Company confirming that utilisation of the credit facility
                  in full would not cause any borrowing limit binding on it to
                  be exceeded; and

         (b)      each Guarantor confirming that the guarantee under this
                  Agreement would not cause any guaranteeing limit binding, if
                  applicable, on that Guarantor.

7.       A certificate of an authorised signatory of the Obligors' Agent
         certifying that each copy document delivered under this Schedule is
         correct, complete and in full force and effect as at a date no earlier
         than the date of this Agreement.

8.       Evidence that:

         (a)      a waiver fee of 0.30 per cent. on the Commitment of each Bank
                  as at the date of this Agreement; and

         (b)      all amounts payable by the Obligors' Agent under Clause 6(a)
                  (Miscellaneous) which have then been invoiced,
<PAGE>
                                       7



         have been paid or will be paid on or before the Effective Date.

9.       An agreed form of account security (gage especes) in relation to the
         Receipt Account located in France.

10.      A conformed or certified copy of the New Facility Agreement.

11.      (a)      A counterpart of each Security Document (other than the
                  documents referred to in paragraphs 5, 11, 15 and 19 of Part I
                  of Schedule 10 to the Restated Credit Agreement), duly
                  executed by the parties thereto.

         (b)      Evidence satisfactory to the Security Agent that the document
                  referred to in paragraph 19 of Part I of Schedule 10 to the
                  Restated Credit Agreement has been executed.

12.      A counterpart of each Subordination Agreement, duly executed by the
         parties thereto.

13.      (a)      A certificate from the Auditors of the Company setting out in
                  reasonable detail the calculation of each of the financial
                  covenants set out in Clause 19.3 (Financial covenants) of the
                  Credit Agreement, as at December 31, 2002.

         (b)      A certificate from the Chief Financial Officer of the Company
                  setting out in reasonable detail the calculation of Subsidiary
                  Debt (as defined in Clause 18.16 (Subsidiary Debt) of the
                  Restated Credit Agreement).

14.      The Original Liquidity Analysis and the Back-up Original Liquidity
         Analysis.

15.      The Security Sharing Agreement, duly executed by the parties thereto.

16.      A copy of each the High Yield Notes Documents, duly executed by the
         parties thereto.

17.      Legal opinions of the following lawyers, addressed to the Finance
         Parties:

         (a)      Allen & Overy in respect of English law;

         (b)      Cravath, Swaine & Moore LLP in respect of New York law, as to
                  corporate authority only;

         (c)      Shearman & Sterling in respect of New York law;

         (d)      Richards, Layton & Finger, P.A. in respect of Delaware law;

         (e)      Allen & Overy in respect of French law;

         (f)      Orrick in respect of French law, as to corporate authority
                  only;

         (g)      Allen & Overy in respect of Dutch law;

         (h)      Allen & Overy in respect of Belgian law;
<PAGE>
                                       8


         (i)      Bredin Prat, Paris office in respect of French law as to the
                  document referred to in paragraph 11(b) above;

         (j)      in-house counsel to Vivendi Universal S.A. and certain other
                  members of the Group; and

         (k)      in-house counsel to Vivendi Universal Games, Inc.
<PAGE>
                                       9


                                   SCHEDULE 2

                         CONDITIONS SUBSEQUENT DOCUMENTS


                                     PART I

1.       (a)      Evidence that the High Yield Notes have been subscribed for,
                  that the proceeds of the High Yield Notes have been
                  irrevocably released and that the Company has actually and
                  unconditionally received gross cash proceeds in an aggregate
                  amount of not less than E 1,000,000,000.

         (b)      A copy of the Escrow Release Certificate (as defined in the
                  Description of Notes) signed by the Chief Financial Officer of
                  the Company.

2.       Evidence satisfactory to the Facility Agent that the Security Interests
         constituted by the Security Documents (as defined in the Credit
         Agreement as in force on the date of the date of this Agreement) have
         been released (other than the Security Interest evidenced by the
         Declaration de gage B with respect to the VE Shares), and that the
         Security Interests to be constituted by the Security Documents referred
         to in paragraph 11 of Schedule 1 have taken effect.

3.       A certificate of an authorised signatory of the Obligors' Agent
         certifying that each copy document delivered under this Schedule is
         correct, complete and in full force and effect as at a date no earlier
         than the date of this Agreement.
<PAGE>
                                       10

                                     PART II

1.       Evidence that the Security Agent has received the following:

         (a)      certificates representing the shares pledged pursuant to the
                  U.S. Master Security Document accompanied by undated stock
                  powers executed in blank and instruments evidencing all debt
                  pledged pursuant to that document endorsed in blank; and

         (b)      all notices, registration, filings and consents required for
                  the registration or perfection of all Security Interests under
                  the Security Documents, including, without limitation,
                  financing termination statements which the Security Agent has
                  deemed reasonably necessary in order to register/perfect such
                  Security Interests.

2.       A counterpart of the documents referred to in paragraphs 5(a) and 11 of
         Part I of Schedule 10 to the Restated Credit Agreement.
<PAGE>
                                       11





                                   SCHEDULE 3

                            RESTATED CREDIT AGREEMENT


                                    AGREEMENT

  Dated 15th March, 2002 (and amended by an agreement dated 6th February, 2003,
       and further amended and restated by an agreement dated 13th, 2003)

                                 E3,000,000,000

                     MULTICURRENCY REVOLVING CREDIT FACILITY

                                       for

                             VIVENDI UNIVERSAL S.A.

                                  GUARANTEED BY

                                 THE GUARANTORS

                                   ARRANGED BY

                                BARCLAYS CAPITAL
                       BAYERISCHE LANDESBANK GIROZENTRALE
                                   BNP PARIBAS
                            CREDIT AGRICOLE INDOSUEZ
                                 CREDIT LYONNAIS
                                DEUTSCHE BANK AG
                              SG INVESTMENT BANKING
                                       and
                       SUMITOMO MITSUI BANKING CORPORATION
                                      with

                                SOCIETE GENERALE

                                as Facility Agent

                                SOCIETE GENERALE
                                as Security Agent

                                 ALLEN & OVERY
                                     London
<PAGE>
                                       12

                                      INDEX

<TABLE>
<CAPTION>
CLAUSE                                                                     PAGE
<S>      <C>                                                               <C>
1.       Interpretation.........................................             14
2.       Facility...............................................             45
3.       Purpose................................................             46
4.       Conditions Precedent...................................             46
5.       Drawdown...............................................             47
6.       Repayment..............................................             48
7.       Prepayment and Cancellation............................             49
8.       Interest Periods.......................................             57
9.       Interest...............................................             57
10.      Optional Currencies....................................             59
11.      Payments...............................................             60
12.      Taxes..................................................             62
13.      Market Disruption......................................             63
14.      Increased Costs........................................             64
15.      Illegality.............................................             65
16.      Guarantee..............................................             66
17.      Representations and Warranties.........................             70
18.      Undertakings...........................................             74
19.      Financial Covenants....................................             84
20.      Default................................................             91
21.      The Facility Agent and the Mandated Lead Arrangers.....             95
22.      Release of Security....................................            103
23.      Fees...................................................            105
24.      Expenses...............................................            107
25.      Stamp Duties...........................................            107
26.      Indemnities............................................            107
27.      Evidence and Calculations..............................            108
28.      Amendments and Waivers.................................            109
29.      Changes to the Parties.................................            111
30.      Disclosure of Information..............................            114
31.      Set-Off................................................            115
32.      Pro Rata Sharing.......................................            115
33.      Severability...........................................            116
34.      Counterparts...........................................            116
35.      Notices................................................            117
36.      Language...............................................            120
37.      Jurisdiction...........................................            121
38.      Waiver of Immunity.....................................            122
39.      Waiver of Jury Trial...................................            122
40.      Governing Law..........................................            122
</TABLE>
<PAGE>
                                       12


SCHEDULES

<TABLE>
<S>      <C>                                                                          <C>
1.       Part 1 - Banks and Commitments..........................................     123

         Part 2 - Original Guarantors............................................     124

2.       Conditions Precedent Documents..........................................     125

         Part 1 - to be delivered before the First Request.......................     125

         Part 2 - to be delivered for the accession of a Subsidiary Borrower.....     127

         Part 3 - To be delivered for the accession of a Subsidiary Guarantor....     129

3.       Form of Request.........................................................     131

4.       Form of Novation Certificate............................................     132

5.       Effective Global Rate Letter............................................     135

6.       Calculation of the Mandatory Cost.......................................     137

7.       Form of Confidentiality Undertaking.....................................     139

8.       Borrower Accession Deed.................................................     142

9.       Guarantor Accession Deed................................................     143

10.      Security Documents......................................................     144

         Part 1 - Non-U.S. Security Documents....................................     144

         Part 2 - U.S. Security Document.........................................     146
</TABLE>
<PAGE>
                                       14


THIS AGREEMENT is dated 15th March, 2002, was amended by an agreement dated 6th
February, 2003, amended and restated by an agreement dated 13th May, 2003 and is
made BETWEEN:

(1)      VIVENDI UNIVERSAL S.A. for itself (in this capacity the "COMPANY") and
         as agent for the Obligors (in this capacity the "OBLIGORS' AGENT");

(2)      THE COMPANIES listed in Part 2 of Schedule 1 (Original Guarantors) (the
         "ORIGINAL GUARANTORS");

(3)      BARCLAYS CAPITAL, BAYERISCHE LANDESBANK GIROZENTRALE, BNP PARIBAS,
         CREDIT AGRICOLE INDOSUEZ, CREDIT LYONNAIS, DEUTSCHE BANK AG, SG
         INVESTMENT BANKING and SUMITOMO MITSUI BANKING CORPORATION as mandated
         lead arrangers (in this capacity, each a "MANDATED LEAD ARRANGER");

(4)      THE FINANCIAL INSTITUTIONS listed in Part 1 of Schedule 1 as banks (the
         "BANKS");

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

(6)      SOCIETE GENERALE as security agent (in this capacity the "SECURITY
         AGENT").

IT IS AGREED as follows:

1.       INTERPRETATION

1.1      DEFINITIONS

         In this Agreement:

          "ACCOUNTS CERTIFICATE"

         means a certificate signed by the auditors of the Company delivered
         with the consolidated accounts of the Group delivered under Clause
         18.2(a)(i) and (b)(i) (Financial information) setting out:

         (a)      the following items, together with a detailed calculation
                  thereof (including, without limitation, the calculation of the
                  adjustments to exclude Vivendi Environnement S.A.):

                  (i)      EBITDA, Total Financial Debt, Net Financial Debt and
                           Net Interest Expense (as each of those terms is
                           defined in Clause 19 (Financial Covenants)); and

                  (ii)     the operating income (loss) or EBIT of the Group but
                           adjusted to exclude Vivendi Environnement S.A.,

                  in each case as determined from those accounts; and

         (b)      (if those accounts are prepared in accordance with accounting
                  principles and practices generally accepted in France and not
                  the U.S.A.) a reconciliation demonstrating the difference
                  between those accounts and the same accounts had they been
                  prepared in
<PAGE>
                                       14


                  accordance with accounting principles and practices generally
                  accepted in the U.S.A., consistently applied.

         "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 British
         Telecommunications plc on 22nd January, 2003.

         "AFFILIATE"

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

         "APPLICABLE MARGIN"

         means the rate determined as such from time to time in accordance with
         Clause 9.2 (Determination of Applicable Margin).

         "ASSETS"

         means all assets 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" 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).

         "BACK-UP ORIGINAL LIQUIDITY ANALYSIS"

         means the liquidity analysis of the Group dated 24th November, 2002
         delivered by the Company under a E1,000,000,000 revolving credit
         facility agreement dated 26th November, 2002.

         "BORROWER"

         means the Company or a Subsidiary Borrower.

         "BORROWER ACCESSION DEED"

         means a deed in the form of Schedule 8 with such amendments as the
         Facility Agent may approve or reasonably require.

         "BUSINESS DAY"

         means a day (other than a Saturday or Sunday) on which banks are open
         for general business in Paris and London and:
<PAGE>
                                       16



         (a)      if on that day a payment in, or purchase of, a currency other
                  than Euros is to be made, the principal financial centre of
                  the country of that currency; and

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

         "CANAL+"

         means Canal+ S.A.

         "CANAL+ DISPOSAL" AND "CANAL+ DISPOSAL PROCEEDS AMOUNT"

         have the meanings given to those terms by the New Facility Agreement as
         in force at its date.

         "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 to the New
         Facility Agreement (as in force at its date).

         "CASH POOLING HUB"

         means each of:

         (a)      the Company;

         (b)      VUP;

         (c)      Groupe Canal+;

         (d)      UMGT;

         (e)      VUHIC;

         (f)      VTI;
<PAGE>
                                       17




         (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 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.

         "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
                  (as defined in the New Facility Agreement at its date) 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.
<PAGE>
                                       18


         "CEGETEL GROUP"

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

         "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.

         "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)      in relation to a Bank which is a Bank on the date of this
                  Agreement, the amount in Euros set opposite its name in
                  Schedule 1 and the amount of any other Bank's Commitment
                  acquired by it under Clause 29 (Changes to the Parties); and

         (b)      in relation to a Bank which becomes a Bank after the date of
                  this Agreement, the amount of any other Bank's Commitment
                  acquired by it under Clause 29 (Changes to the Parties),

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

         "COMMITMENT PERIOD"

         means the period from the date of this Agreement up to and including
         the Final Maturity Date.

         "CONCENTRATION ACCOUNTS"

         means the Euro-denominated account (number 30003-03175-00020262579/77)
         and the US 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-
<PAGE>
                                       19


         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).

         "CONSENTING BANK"

         means each Bank which gave its consent to either or both of:

         (a)      the waivers and consents set out in the letter dated 19th
                  September, 2002 from the Company to the Facility Agent in
                  connection with this Agreement; or

         (b)      the waivers and consents set out in the letter dated 15th
                  November, 2002 from the Company to the Facility Agent in
                  connection with this Agreement,

         and, to the extent of the Commitment so acquired, any Bank which
         acquires a Commitment from a Consenting Bank under Clause 29 (Changes
         to the Parties).

         "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.

         "DISPOSAL"

         means an Assets Disposal, a Cegetel Disposal, a SIT Disposal or a VE
         Shares Disposal.

         "DRAWDOWN DATE"

         means the date of the advance of a Loan.

         "EFFECTIVE DATE"

         has the meaning given to it in the Restatement Agreement.

         "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 substances or wastes into the
         Environment or otherwise relating to the handling of substances or
         wastes or the clean-up or remediation thereof.


<PAGE>
                                       20
"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, and 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; and

(f)    any such issue which forms part of the VU/SIT Loan (as defined in the New
       Facility Agreement as at its date).

"EURIBOR"

means:

(a)    the rate per annum which appears on Page EURIBOR 01 on the Reuters
       Screen; 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 Euros 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).
<PAGE>
                                       21

        "EURO" OR "E"

        means the single currency of the Participating Member States.

        "EVENT OF DEFAULT"

        means an event specified as such in Clause 20 (Default).

        "EXCLUDED MUSIC GROUP ENTITY"

        means each of:

        (a)    Centenary Delta B.V. 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 CEGETEL SHARES"

        means the share capital owned, directly or indirectly, by members of the
        Group (other than SII) in Cegetel at the Effective Date, representing
        not less than 43 per cent. of all of Cegetel's share capital.

        "FACILITY"

        means the credit facility made available 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 Bank to the Facility Agent:

        (a)    on or before the date it becomes a Bank; 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.
<PAGE>
                                       22

        "FEE LETTER"

        means each letter dated the date of this Agreement between the Mandated
        Lead Arrangers and the Company (the "ARRANGEMENT FEE LETTER") and the
        Facility Agent and the Company (the "AGENCY FEE LETTER") setting out the
        amount of various fees referred to in Clause 23 (Fees).

        "FINAL MATURITY DATE"

        means the date which is the fifth anniversary of the date of this
        Agreement or, if that is not a Business Day, the immediately preceding
        Business Day.

        "FINANCE DOCUMENT"

        means:

        (a)    this Agreement;

        (b)    a Fee Letter;

        (c)    a Borrower Accession Deed;

        (d)    a Guarantor Accession Deed;

        (e)    a Novation Certificate; or

        (f)     any other document designated as such by the Facility Agent and
                the Obligors' Agent.

        "FINANCE PARTY"

        means a Mandated Lead Arranger, a Bank, the Facility Agent or the
        Security Agent.

        "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 before or
               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;
<PAGE>
                                       23


        (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 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; or

        (i)     any guarantee, indemnity or similar assurance against financial
                loss of any person.

        "FOREIGN SUBSIDIARY"

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

        "GAMES"

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

        "GAMES DISPOSAL AND "GAMES DISPOSAL PROCEEDS AMOUNT"

        have the meanings given to those terms in the New Facility Agreement as
        in force at its date.

        "GROUP"

        means the Company and its Subsidiaries (but, for the avoidance of doubt,
        while VE is not a Subsidiary of the Company, excluding any member of the
        VE Group).

        "GROUPE CANAL+"

        means Groupe Canal+ S.A.

        "GUARANTOR"

        means an Original Guarantor or a Subsidiary Guarantor.

        "GUARANTOR ACCESSION DEED"

        means a deed in the form of Schedule 9 with such amendments as the
        Facility Agent may approve or reasonably require.

        "HIGH YIELD NOTES"

        means the US$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.
<PAGE>
                                       24

        "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 or are to be
        issued.

        "INFORMATION MEMORANDUM"

        means the Information Memorandum dated January, 2002 and prepared by the
        Company in connection with this Agreement (as supplemented or amended
        from time to time).

        "INTEREST PERIOD"

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

        "INTRA GROUP LOAN"

        means, at any time, an Intra Group Loan for the purposes of the New
        Facility Agreement, as in force at its date.

        "INVESTMENT DOWNGRADING DATE"

        means a date on which the Company ceases to have an Investment Grade
        Rating.

        "INVESTMENT GRADE RATING"

        means each of a long term unsecured credit rating of Baa3 or better by
        Moody's and a long term unsecured credit rating of BBB- or better by
        S&P.

        "INVESTMENT GRADE RATING DATE"

        means a 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.

        "LIBOR"

        means:

        (a)     the rate per annum which appears on Page LIBOR 01 on the Reuters
                Screen; 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,
<PAGE>
                                       25

        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 the purposes (other than
        in relation to dividends) any member of the Maroc Telecom Group and the
        Cegetel Group and SIT) (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)   except during a Release Condition Period, the Final
                     Maturity Date; and

               (ii)  during a Release Condition Period, 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; and

        (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 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.

        "LOAN"

        means the principal amount of each borrowing by a Borrower under this
        Agreement or the principal amount thereof from time to time outstanding.

        "MAJORITY BANKS"

        means, at any time, Banks:
<PAGE>
                                       26


        (a)    whose participations in the Loans then outstanding and whose
               undrawn Commtiments then aggregate 66 2/3 per cent. or more of
               all the Loans then outstanding; or

        (b)    if there are no Loans then outstanding, whose Commitments then
               aggregate 66 2/3 per cent. or more of the Total Commitments; or

        (c)    if there are no Loans then outstanding and the Total Commitments
               have been reduced to nil, whose Commitments aggregated 66 2/3 per
               cent. or more of the Total Commitments immediately before the
               reduction.

        "MANDATORY COST"

        means the cost imputed to the Banks 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 6; and

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

        "MAROC TELECOM"

        means Maroc Telecom S.A.

        "MAROC TELECOM 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
               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 (as defined in the New Facility Agreement as in
               force at its date) 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 an acquisition permitted under
        this Agreement, unless such acquisition is financed by a Maroc Telecom
        Excluded Financing (as defined in the New Facility Agreement at its
        date).
<PAGE>
                                       27


        "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 the New Facility Agreement by the
        Obligor's 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 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.

        "MATERIAL SUBSIDIARY"

        means, at any time:

        (a)    any Subsidiary Borrower or any Subsidiary Guarantor; and

        (b)    any 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) represent not
                      less than 5 per cent. of consolidated total assets of the
                      Group (as shown in the then latest consolidated accounts
                      of the Group); and/or

               (ii)   whose operating profits (after adding back amortisations,
                      depreciation and recoveries limited to ordinary
                      operations) (consolidated in the case of a Subsidiary
                      which itself has a Subsidiary) represent not less than 5
                      per cent. of EBITDA (as defined in Clause 19.1) (Financial
                      covenant definitions) (as shown in the then latest
                      consolidated accounts of the Group),

               in the case of a Subsidiary, as calculated from the then latest
               accounts (consolidated or, as the case may be, unconsolidated),
               audited if prepared, of that Subsidiary; and

        (c)    any other Subsidiary of the Borrower (the "RECEIVING SUBSIDIARY")
               to which after the date of the latest audited consolidated
               accounts of the Group is transferred either:
<PAGE>
                                       28


               (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 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.

        "MATSUSHITA SHAREHOLDER AGREEMENTS" MEANS:

        (a)    the stockholder's agreement among Centenary Holding N.V., 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., Vivendi Universal
               Canada Inc. (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 Loan.

        "MOODY'S"

        means Moody's Investors' Services, Inc.

        "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"

        has the meaning given to that term in the New Facility Agreement as in
        force at its date.

        "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 7.4),
        the amount of:
<PAGE>
                                       29


        (g)    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;

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

        (i)    any other amount actually received or recovered by a member of
               the Group in cash 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 the New Facility 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 7.13 (Timing of mandatory
               prepayments and cancellations and Receipt Account) 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;

        (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.
<PAGE>
                                       30


        For the purposes of this definition, 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) shall be equal
        to the amount of such proceeds as calculated in accordance with the
        definition of Net Proceeds in the VUE Bridge Extension.

        For the purposes of any mandatory prepayment, no less than 70 per cent.
        of the Net Assets Disposal Proceeds for any 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 7.4):

        (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 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 7.13 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.

        "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 7.4) on or in
        respect of its share capital.
<PAGE>
                                       31

        "NET EQUITY ISSUE PROCEEDS"

        means, in relation to an Equity Issue made prior to an Investment Grade
        Rating Date (subject always to Clause 7.4), 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 PROCEEDS"

        means Net Dividend Proceeds, Net Assets Disposal Proceeds, Net VE Shares
        Disposal Proceeds, Net Cegetel Disposal Proceeds, Net SIT Disposal
        Proceeds or Net Equity Issue 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 7.4):

        (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 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 (Prepayment and Cancellation) 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,
<PAGE>
                                       32

        to the extent such amounts are not used to repay 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 7.4):

        (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 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 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 FACILITY AGREEMENT"

        means the E2,500,000,000 credit agreement dated or to be dated on or
        about the Effective Date and made between the Company, as borrower,
        Societe Generale as facility agent and others.

        "NEW INVESTORS"

        has the meaning given to it in the VE Share Pledge and Escrow Agreement.

        "NON RECOURSE FINANCING"

        means the E1,300,000,000 facility agreement between SIT and certain
        banks dated 6th December, 2002.

        "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 each of the Company, each Borrower and each Guarantor.
<PAGE>
                                       33


        "OPTIONAL CURRENCY"

        means Sterling, United States Dollars, Japanese Yen and any other
        currency (other than Euros) which is for the time being freely
        transferable and convertible into Euros, deposits of which are readily
        available in the European interbank market and which has been approved
        in writing by the Facility Agent (acting on the instructions of all the
        Banks).

        "ORIGINAL EURO AMOUNT"

        in relation to a Loan, means:

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

        (b)    if that Loan is denominated in an Optional Currency, the
               equivalent in Euros 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 consolidated accounts of the Group for the year ended
        31st December, 2000.

        "ORIGINAL LIQUIDITY ANALYSIS"

        means a liquidity analysis of the Group dated 2nd April, 2003.

        "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.

        "PARTY"

        means a party to this Agreement.

        "PERMITTED JOINT VENTURE"

        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 (as defined in the New Facility Agreement at its date) or to
        jeopardise the guarantees given to the Banks under the Finance Documents
        or the Banks' security under the Security Documents.

        "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
<PAGE>
                                       34


        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.

        "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:

        (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 borrower 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 borrower to
               secure that Financial Indebtedness.

        "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 Euros only, the second TARGET Day before
               the first day of the Interest Period for that Loan; or

        (c)    in the case of a Loan in Sterling only, 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.
<PAGE>
                                       35

        "REFERENCE BANKS"

        means, subject to Clause 29.6 (Reference Banks), the Facility Agent, BNP
        Paribas and Deutsche Bank Luxembourg S.A.

        "RELEASE CONDITION DATE"

        means a date on which the Facility Agent (acting on the instructions of
        the Majority Banks (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 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 days referred to in (a)
               above, no Default has occurred and is continuing.

        "RELEASE CONDITION PERIOD"

        means each period of time:

        (a)    commencing on a Release Condition Date; and

        (b)    ending on the Business Day immediately prior to the next
               Investment Downgrading Date to occur.

        "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 Banks under the Finance Documents or the
               Banks' security under the Security Documents;

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

        (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 in accordance with the New Facility
               Agreement (so long as it is in force) or VUE Excluded Disposals,
               or any disposal of cash inherent in Excluded Financial
               Indebtedness, as defined in the New Facility Agreement at its
               date;
<PAGE>
                                       36


        (e)    by way of a transaction permitted pursuant to sub-paragraphs
               (b)(iv) or (v) of clause 19.18 (Mergers and acquisitions) of the
               New Facility Agreement; or

        (f)    pursuant to the Music Group Reorganisation.

        "REQUEST"

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

        "RESTATEMENT AGREEMENT"

        means an amendment and restatement agreement relating to this Agreement,
        dated 13th May, 2003 and made between the Company, the Facility Agent
        and others.

        "S&P"

        means Standard & Poor's Corporation.

        "SECURITY AGENT"

        means Societe Generale as security agent, appointed under the Security
        Sharing Agreement (including, as the context requires, its permitted
        successors and assigns).

        "SECURITY DOCUMENT"

        means each document listed in Schedule 10 (Security Documents), the
        security document required under Clause 7.14(m) (Miscellaneous
        provisions) and any other documents designated as such 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 on which the Security Agent (acting on the instructions
        of the Majority Banks (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 days; and
<PAGE>
                                       37


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

        "SECURITY RELEASE CONDITION PERIOD"

        means each period of time:

        (a)    commencing on a Security Release Condition Date; and

        (b)    ending on the Business Day immediately prior to the next
               Investment Downgrading Date to occur.

        "SECURITY SHARING AGREEMENT"

        means the agreement between, inter alia, the Company, the Banks, the
        lenders under the New Facility Agreement and the Security Agent, dated
        on or about the Effective Date.

        "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.

        "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.

        "SIT REPAYMENT DATE"

        means the date on which the Non Recourse Financing is repaid (or
        prepaid) and cancelled in full.

        "SPOT RATE OF EXCHANGE"

        means the European Central Bank fixing rate for the notional purchase of
        the relevant Optional Currency with Euros at or about 11.00 a.m. on a
        particular day (or, if no such rate is available, the Facility Agent's
        spot rate of exchange for that notional purchase at or about that time).
<PAGE>
                                       38


        "STERLING" OR "L"

        means the lawful currency for the time being of the United Kingdom.

        "STUDIO CANAL"

        means Studio Canal S.A.

        "SUBORDINATION AGREEMENT"

        means each of:

        (a)    a subordination agreement dated on or about the date of the
               Amendment Agreement, governed by English law and made between the
               Obligor's Agent, the Security Agent and others;

        (b)    a subordination agreement dated on or about the date of the
               Amendment Agreement governed by New York law and made between the
               Obligor's Agent, the Security Agent and others; and

        (c)    any other document which is a Subordination Agreement under and
               as defined in the New Facility 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.

        "SUBSIDIARY BORROWER"

        means any direct or indirect Subsidiary of the Company which becomes a
        Borrower in accordance with Clause 29.4 (Accession of Subsidiary
        Borrower).

        "SUBSIDIARY BORROWER LIMIT"

        means the aggregate principal amount of Loans which a Subsidiary
        Borrower may at any one time have outstanding, as stated in the Borrower
        Accession Deed for that Subsidiary Borrower.
<PAGE>
                                       39


        "SUBSIDIARY GUARANTOR"

        means any direct or indirect Subsidiary of the Company which becomes a
        Guarantor in accordance with Clause 29.5 (Accession of Subsidiary
        Guarantor).

        "SUPER MAJORITY BANKS"

        means at any time, Banks:

        (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.

        "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 for the time being of the Commitments, being
        E3,000,000,000 at the date of this Agreement.

        "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
        May 14, 1997, as amended from time to time.

        "UMGT"

        means Universal Music Group Treasury S.A.S.
<PAGE>
                                       40


        "USAI"

        means USA Interactive Inc.

        "UPIH 2BV"

        means Universal Pictures International Holdings II B.V.

        "VE"

        means Veolia Environment S.A. (formerly known as Vivendi Environnement
        S.A.).

        "VE B SHARES"

        means each or any of "Actions B" as defined in the VE Shares Pledge and
        Escrow Agreement.

        "VE GROUP"

        means VE and its Subsidiaries.

        "VE SHARES"

        means the shares in the issued share capital of VE owned directly or
        indirectly by the Company (being, at the Effective Date, 20.4 per cent
        of those shares less any shares which have, prior to the Effective Date,
        been the subject of an exercise of a call option under an acquisition
        and subscription agreement dated 24th June, 2002 and made between the
        Company and certain financial institutions named therein, as amended
        from time to time).

        "VE SHARES DISPOSAL"

        means a disposal by the Company of any VE Shares.

        "VE SHARE PLEDGE AND ESCROW AGREEMENT"

        means the escrow and share pledge agreement dated 24th November, 2002
        entered into by the Company, VE and the Escrow Agent, Account Holder and
        Calculation Agent and New Investors (each as defined therein) with
        respect to security over the VE Shares, as amended on 7th February, 2003
        and as may be further amended from time to time.

        "VTI"

        means Vivendi Telecom International S.A.

        "VU CANADA"

        means Vivendi Universal Canada, Inc.

        "VUE"

        means Vivendi Universal Entertainment LLLP.
<PAGE>
                                       41


        "VUE BORROWER CO"

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

        "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"

        has the meaning given to that term in the New Facility Agreement as in
        force at its date.

        "VUE EXCLUDED DISPOSAL"

        has the meaning given to that term in the New Facility Agreement as in
        force at its date.

        "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.
<PAGE>
                                       42


        "VUE FOREIGN LENDER"

        has the meaning given to that term in the New Facility Agreement as in
        force at its date.

        "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 this Agreement or the VUE Bridge Refinancing.

        "VUE LOAN"

        has the meaning given to that term in the New Facility Agreement as in
        force at its date.

        "VUE PARTNERSHIP AGREEMENT"

        means the agreement entered into as of 7th May, 2002 between the
        partners of VUE (amended by an agreement dated as of 25th November,
        2002).

        "VUE RETENTION"

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

<PAGE>

                                       43


         (a)      is required by any of the VUE Partnership Agreement, the VUE
                  Transaction Agreement and the Matsushita Shareholder
                  Agreements to be retained by any member of the VUE Group or
                  paid by any member of the VUE Group to any third party other
                  than a Bank 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 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.

1.2      CONSTRUCTION

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

         (i)      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;

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

                  "BARCLAYS CAPITAL" or "SG INVESTMENT BANKING" is a reference
                  to the investment banking division of Barclays Bank PLC or
                  Societe Generale (respectively) and a reference to Barclays
                  Capital or SG Investment Banking shall include a reference to
                  Barclays Bank PLC or Societe Generale (as appropriate);
<PAGE>
                                       44



                  "CONTROL" means the power to direct the management or policies
                  of a person, whether through the ownership of voting capital,
                  by contract or otherwise;

                  "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:

                  (1)      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

                  (2)      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 SIT DISPOSAL PROCEEDS" and "NET VE
                           SHARES DISPOSAL PROCEEDS", the date on which such
                           Disposal is 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); and

                  (ii)     "NET EQUITY ISSUE PROCEEDS", the date on which an
                           Equity Issue is 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);

                  a "PERSON" includes any individual, company, unincorporated
                  association or body of persons (including a partnership,
                  trust, joint venture or consortium), government, state,
                  agency, international organisation or other entity;

                  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;

         (ii)     a provision of law is a reference to that provision as amended
                  or re-enacted;
<PAGE>
                                       45



         (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.

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

(f)      Where an obligation under this Agreement is to be performed by an
         Obligor which is not a party to this Agreement, the Company shall
         ensure that that Obligor performs that obligation.

2.       FACILITY

2.1      FACILITY

(a)      Subject to the terms of this Agreement, the Banks agree to make Loans
         during the Commitment Period to the Borrowers up to an aggregate
         principal amount not exceeding the Total Commitments.

(b)      The aggregate Original Euro Amount of all outstanding Loans shall not,
         at any time, exceed the Total Commitments. No Bank is obliged to lend
         if it would cause the Original Euro Amount of its participations in the
         Loans to exceed its Commitment.

2.2      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.

(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.
<PAGE>
                                       46


2.3      NATURE OF A BORROWER'S OBLIGATIONS

(a)      The obligations of a Borrower under the Finance Documents are several.
         Except as provided in a Finance Document, no Borrower is liable for
         Loans made to another Borrower or any other obligation of any other
         Borrower arising under the Finance Documents.

(b)      Each Borrower and the Company irrevocably appoints the Obligors' Agent
         to act on its behalf as its agent in relation to the Finance Documents
         and irrevocably authorises:

         (i)      the Obligors' Agent on its behalf to supply all information
                  concerning itself contemplated by the Finance Documents to the
                  Finance Parties and to give all notices and instructions
                  (including Requests) and to make such agreements capable of
                  being given or made by any Borrower or the Company
                  notwithstanding that they may affect such Borrower or the
                  Company, without further reference to or the consent of such
                  Borrower; and

         (ii)     the Facility Agent to give any notice, demand or other
                  communication to such Borrower or the Company pursuant to the
                  Finance Documents to the Obligors' Agent on its behalf (and
                  any notice given to the Obligors' Agent for a Borrower or the
                  Company shall be deemed to have been given to that Borrower or
                  the Company (as appropriate)),

         and in all cases each Borrower and the Company shall be bound by
         notices and instructions given by or to the Obligors' Agent on its
         behalf and by acts done by the Obligors' Agent on its behalf as if the
         same had been given by or to, or done by, that Borrower or the Company
         itself.

(c)      Every act, omission, agreement, undertaking, settlement, waiver, notice
         or other communication given or made by the Obligors' Agent or given to
         the Obligors' Agent under this Agreement, or in connection with the
         Finance Documents (whether or not known to any other Obligor) shall be
         binding for all purposes on each Obligor concerned as if such Obligor
         had expressly made, given or concurred with the same. In the event of
         any conflict between any notices or other communications of the
         Obligors' Agent and any other Obligor, those of the Obligors' Agent
         shall prevail.

3.       PURPOSE

         Each Borrower shall apply the Loans towards its general corporate
         purposes. No proceeds of any Loan may be applied in or towards
         repayment or prepayment of any amounts outstanding under any High Yield
         Notes. Without affecting the obligations of any Obligor in any way, no
         Finance Party is bound to monitor or verify the application of any
         Loan.

4.       CONDITIONS PRECEDENT

4.1      DOCUMENTARY CONDITIONS PRECEDENT

         The first Request may not be delivered until the Facility Agent has
         notified the Obligors' Agent and the Banks that it has received all of
         the documents set out in Part 1 of Schedule 2
<PAGE>
                                       47


         in form and substance satisfactory to the Facility Agent (which the
         Facility Agent shall do promptly on such receipt).

4.2      FURTHER CONDITIONS PRECEDENT

         The obligation of each Bank 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)      the representations and warranties in Clause 17
                           (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

                  (ii)     no Default is outstanding or could reasonably be
                           expected to result from the Loan;

         (b)      no event or series of events has occurred which, in the
                  reasonable opinion of the Majority Banks (acting in good
                  faith), is likely to have a Material Adverse Effect; and

         (c)      the making of the Loan would not cause Clause 2.1 (Facility)
                  to be contravened.

5.       DRAWDOWN

5.1      COMMITMENT PERIOD

         A Borrower may borrow a Loan on any Business Day during the Commitment
         Period if the Facility Agent receives from the Obligors' Agent, not
         later than 11.00 a.m. three Business Days (or four Business Days in the
         case of a Loan in an Optional Currency) 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)      the Drawdown Date is a Business Day falling at least one month
                  prior to the Final Maturity Date;

         (b)      the Original Euro Amount of the Loan is;

                  (i)      a minimum of E50,000,000 and an integral multiple of
                           E25,000,000; or

                  (ii)     the balance of the undrawn Total Commitments (as
                           appropriate); or

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

         (c)      the amount selected under paragraph (b) above:
<PAGE>
                                       48


                  (i)      does not cause Clause 2.1 (Facility) to be
                           contravened; and

                  (ii)     in the case of a Subsidiary Borrower, does not exceed
                           (when aggregated with any outstanding Loans borrowed
                           by that Subsidiary Borrower) the Subsidiary Borrower
                           Limit for that Subsidiary Borrower;

         (d)      in the case of a Loan for the Company, the currency selected
                  complies with Clause 10 (Optional Currencies) and in the case
                  of a Loan for a Subsidiary Borrower the currency is that in
                  which the Subsidiary Borrower Limit for that Borrower is
                  expressed;

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

         (f)      it identifies the Borrower to which the Loan is to be made and
                  the payment instructions specify an account of that Borrower
                  in Paris (in the case of Euros) or in the principal financial
                  centre of the country of the relevant currency (in the case of
                  an Optional Currency).

         Each Request must specify one Loan only and the Obligors' Agent may not
         deliver a Request for a Loan with a Drawdown Date which is within five
         Business Days of the Drawdown Date for another Loan. Unless otherwise
         agreed by the Facility Agent, no more than ten Loans may be outstanding
         at any time.

5.3      ADVANCE OF LOAN

         (a)      The Facility Agent shall promptly notify each Bank 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 Bank shall make
                  its participation in the Loan available to the Facility Agent
                  for the relevant Borrower in the currency in which it is to be
                  borrowed on the relevant Drawdown Date.

         (c)      The amount of each Bank's participation in each Loan will be
                  the proportion of the Loan which its Commitment bears to the
                  Total Commitments on the date of receipt by the Facility Agent
                  of the relevant Request.

6.       REPAYMENT

6.1      REPAYMENT

         Each Borrower shall repay each Loan made to it in full on its Maturity
         Date to the Facility Agent for the Banks.

6.2      RE-BORROWING

         Subject to the other terms of this Agreement, any amounts repaid under
         Clause 6.1 may be re-borrowed.
<PAGE>
                                       49



7.       PREPAYMENT AND CANCELLATION

7.1      AUTOMATIC CANCELLATION

         The Commitment of each Bank shall be automatically cancelled at the
         close of business in Paris on the Final Maturity Date.

7.2      VOLUNTARY PREPAYMENT AND CANCELLATION

(a)      Subject to Clause 26.2(c) (Other indemnities) any Borrower may, by the
         Obligors' Agent giving not less than 10 days' prior notice (or such
         shorter period as the Majority Banks 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 E50,000,000 and an integral multiple of
         E50,000,000). Any prepayment of a Loan in part shall be applied against
         the participations of the Banks in that Loan pro rata.

(b)      The Obligors' Agent may, without penalty or obligation to indemnify, by
         giving not less than 10 days' prior notice (or such shorter period as
         the Majority Banks 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 E50,000,000 and an integral multiple of
         E50,000,000). Any cancellation in part shall be applied against the
         Commitment of each Bank pro rata.

7.3      RIGHT OF PREPAYMENT

         If:

(a)      a Borrower is required to pay to a Bank any additional amounts under
         Clause 12 (Taxes); or

(b)      a Borrower is required to pay to a Bank any amount under Clause 14
         (Increased Costs),

         then, without prejudice to the obligations of any Obligor under those
         Clauses, the Obligors' Agent may, whilst the circumstances continue,
         give a notice of prepayment and (at the option of the Obligor's Agent)
         cancellation to that Bank through the Facility Agent. On the date
         falling three Business Days after the date the notice is given that
         Borrower shall prepay that Bank's participation in all the Loans made
         to it and the Bank's Commitment (if the Obligor's Agent has so
         requested in the notice) shall be cancelled.

7.4      MANDATORY PREPAYMENT FROM PROCEEDS - GENERAL

(a)      The provisions of Clauses 7.5 (Mandatory prepayment from Net Dividend
         Proceeds) to 7.9 (Mandatory Prepayment from Cegetel Disposals and SIT
         Disposals) (inclusive) and paragraphs (f) to (h) and (j) to (m) (each
         inclusive) of Clause 7.14 (Miscellaneous provisions) shall apply and
         remain in force at all times until the Final Maturity Date unless and
         until the Company obtains an Investment Grade Rating. If an Investment
         Grade Rating Date occurs and until the occurrence of an Investment
         Downgrading Date, then those Clauses shall cease to apply, except with
         respect to any Net Proceeds received after the Investment Grade Rating
         Date in relation to any Disposal or Equity Issue made before the
         Investment Grade Rating
<PAGE>
                                       50



         Date or any Net Dividend Proceeds declared prior to the Investment
         Grade Rating Date, which shall be applied in accordance with the
         provisions of this Clause 7 notwithstanding that the Company has an
         Investment Grade Rating.

(b)      If the Company obtains an Investment Grade Rating but at any time
         thereafter an Investment Downgrading Date occurs, Clauses 7.5
         (Mandatory prepayment from Net Dividend Proceeds) to 7.9 (Mandatory
         Prepayment from Cegetel Disposals and SIT Disposals) (inclusive) and
         paragraphs (f) to (h) and (j) to (m) (each inclusive) of Clause 7.14
         (Miscellaneous provisions) shall be automatically reinstated and apply
         on and from the Investment Downgrading Date with respect to any
         Disposal or Equity Issue made on or after the Investment Downgrading
         Date and any Net Dividend Proceeds declared on or after the Investment
         Downgrading Date, in each case until the Company obtains an Investment
         Grade Rating, following which paragraph (a) above shall again apply.

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.

7.6      MANDATORY PREPAYMENT FROM NET EQUITY ISSUE PROCEEDS

(a)      Subject to paragraph (b) below, the Company shall ensure that an amount
         equal to 162/3 per cent. of Net Equity Issue Proceeds is applied in
         prepayment and cancellation of the Facility.

(b)      In relation to any member of the Cegetel Group the amount required
         under paragraph (a) to be applied in prepayment and cancellation of the
         Facility shall be reduced to the proportion of that amount which is
         equal to the percentage of the share capital of the relevant member of
         the Cegetel 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)).

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 the Facility.

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. of the aggregate amount of all Net Assets Disposal
         Proceeds shall be applied in prepayment and cancellation of the
         Facility.

(b)      Paragraph (a) shall not apply to:

         (i)      an Assets Disposal in respect of the Maroc Telecom Group, on
                  or after the Maroc Telecom Date;

         (ii)     a disposal of an asset where the Net Assets Disposal Proceeds
                  are E30,000,000 or less (or equivalent in other currencies);
<PAGE>
                                       51


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

         (iv)     a disposal of any Permitted Joint Venture.

7.9      MANDATORY PREPAYMENT FROM CEGETEL DISPOSALS AND SIT DISPOSALS

(a)      Subject to paragraph (b), 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.

(b)      No prepayment and cancellation shall be required to be made under
         paragraph (a) 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).

7.10     MANDATORY PREPAYMENT - NON COMPLIANCE WITH FINANCIAL COVENANTS

(a)      If the Company fails to comply with any provision of Clause 19
         (Financial Covenants):

         (i)      the Total Commitments shall be cancelled in full forthwith;
                  and

         (ii)     each Borrower shall repay each Loan made to it in full to the
                  Facility Agent for the Banks on or before the date falling 15
                  Business Days after the date of the failure to comply with
                  that provision.

(b)      The provisions of this Clause 7.10 shall apply and remain in force at
         all times while any Loan is outstanding or any Commitment is in force
         (notwithstanding, for the avoidance of doubt, the occurrence of a
         Release Condition Date).

7.11     MANDATORY PREPAYMENT - CHANGE OF CONTROL

(a)      In this Clause:

         "CHANGE OF CONTROL"

         means the occurrence of any event whereby:

         (i)      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 this Agreement) and
<PAGE>
                                       52


                  for these purposes CONTROL and ACTING IN CONCERT have the
                  meanings given them in Articles L.233-3 and L.233-10,
                  respectively, of the French Commercial Code; or

         (ii)     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

         (iii)    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 any consecutive two-year period are not
                  Continuing Directors (and the Change of Control shall be
                  deemed to take place on the first day on which this occurs);
                  or

         (iv)     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

         (v)      a plan is adopted relating to the liquidation or dissolution
                  of the Company.

         "CONTINUING DIRECTOR"

         means, at any date, any member of the board of directors of the Company
         who:

         (i)      was a member of that board of directors on the date of the New
                  Facility Agreement; or

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

(b)      Upon the occurrence of a Change of Control (other than under paragraph
         (i) of the definition of that term):

         (i)      the Total Commitments shall be cancelled in full forthwith;
                  and

         (ii)     each Borrower shall repay each Loan made to it in full to the
                  Facility Agent for the Banks on or before the date falling 15
                  Business Days after the date on which the Change of Control
                  takes effect.

(c)      Upon the occurrence of a Change of Control under paragraph (i) of the
         definition of that term:

         (i)      if the relevant Change of Control was not subject to the prior
                  approval or recommendation of the Borrower's board of
                  directors (conseil d'administration) (a "BOARD APPROVAL") the
                  Total Commitments shall be cancelled in full forthwith and the
                  Borrower shall repay each Loan made to it in full to the
                  Facility Agent for the Banks on the date falling 15 Business
                  Days after the date on which such Change of Control becomes
                  legally effective; or
<PAGE>
                                       53


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

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

                  (B)      on the date falling 5 Business Days after the date of
                           that notice, each Borrower shall prepay in full that
                           Bank's participation in the Loans made to that
                           Borrower.

(d)      The provisions of this Clause 7.11 shall apply and remain in force at
         all times while any Loan is outstanding or any Commitment is in force
         (notwithstanding, for the avoidance of doubt, the occurrence of a
         Release Condition Date).

7.12     MANDATORY PREPAYMENT AND CANCELLATION - APPLICATION OF PROCEEDS

(a)      Where, in Clauses 7.5 (Mandatory prepayment from Net Dividend Proceeds)
         to 7.11 (Mandatory prepayment - change of control), an amount is to be
         applied in "PREPAYMENT AND CANCELLATION OF THE FACILITY", the amount
         shall be applied in repayment or prepayment of Loans, and in
         cancellation of the Total Commitments, in the proportion, manner and
         time set out in this Clause and Clause 7.13 (Timing of mandatory
         prepayments and cancellations and Receipt Account).

(b)      Where an amount is to be applied in repayment or prepayment of any
         Loans under this Clause and either no Loan is outstanding or such
         amount is greater than the then outstanding amount of Loans, then the
         remainder of that amount after all Loans have been repaid or prepaid
         (or, if no Loan is outstanding, the whole amount which would otherwise
         be applied in repayment or prepayment) shall be retained by the
         relevant member of the Group.

7.13     TIMING OF MANDATORY PREPAYMENTS AND CANCELLATIONS AND RECEIPT ACCOUNT

(a)      Any mandatory prepayment of Loans under Clauses 7.6 (Mandatory
         prepayment from Net Equity Issue Proceeds) to 7.9 (Mandatory prepayment
         from Cegetel Disposals and SIT Disposals) shall be due on and from
         receipt of the relevant Net Proceeds by the relevant member of the
         Group party to such Equity Issue or Disposal and shall be paid either:

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

         (ii)     at such earlier time following receipt of such Net Proceeds
                  (or, in relation to Net Assets Disposal Proceeds comprised by
                  non-cash consideration, their conversion into cash) 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.
<PAGE>
                                       54


(b)      Any mandatory prepayment of Loans under Clause 7.5 (Mandatory
         prepayment from Net Dividend Proceeds) shall be due on and from the
         date the dividend is declared and shall be paid on the last day of the
         Interest Period of Loans as they fall due.

(c)      Any cancellation of Commitments pursuant to Clauses 7.5 (Mandatory
         prepayment from Net Dividend Proceeds) to 7.9 (Mandatory prepayment
         from Cegetel Disposals and SIT Disposals) 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 comprised by non-cash
         consideration) by a member of the Group or (in the case of Clause 7.5
         (Mandatory prepayment from Net Dividend Proceeds) on the date the
         relevant dividend was declared.

(d)      Pending the application of any amount required to be prepaid in
         accordance with this Clause 7.13, the amount shall be deposited in a
         Receipt Account in the relevant currency.

(e)      Each Obligor irrevocably authorises and instructs the Security Agent to
         apply any amount standing to the credit of a Receipt Account towards
         repayment or 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 upon the amount becoming payable),
         and to effect any currency conversions, at such rates as the Facility
         Agent reasonably determines are available to it, required for the
         purposes of that application.

(f)      Amounts standing to the credit of a 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 at the times specified in this
         Clause 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) (when no Loan is
         outstanding and no Commitment in force) in payment to the Obligors.

7.14     MISCELLANEOUS PROVISIONS

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

(b)      All prepayments under this Agreement shall be made together with
         accrued interest on the amount prepaid and, subject to Clause 26.2
         (Other indemnities), without premium or penalty.

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

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

(e)      Without prejudice to the rights of a Borrower to re-borrow under Clause
         6.2 ( Re-borrowing), no amount of any mandatory payment prepaid by a
         Borrower may be reborrowed. Where an amount of any mandatory prepayment
         is prepaid, the corresponding Commitment will be cancelled
         automatically.
<PAGE>
                                       55



(f)      Each Obligor shall ensure that none of its Subsidiaries will be under
         any restriction (other than any restriction or obligation under the VUE
         Incremental Indebtedness, or VUE Bridge Refinancing or any other
         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 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 7.5 (Mandatory
         prepayment from Net Dividend Proceeds) to 7.13 (Timing of mandatory
         prepayments and cancellations and Receipt Account) 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.

(g)      Subject to paragraphs (f) and (h) 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.

(h)      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.

(i)      Until a Release Condition Date occurs, the Company will not make any
         voluntary prepayments or cancel any commitments under the New Facility
         unless it also makes a voluntary prepayment and/or cancels the Total
         Commitments under this Agreement at the same time and in the same
         amount. If a Release Condition Date occurs but at any time thereafter
         an Investment Downgrading Date occurs, the provisions of the foregoing
         sentence shall be automatically reinstated and remain in force from the
         Investment Downgrading Date until such time as a Release Condition Date
         occurs again.

(j)      The Company will not amend or vary (or agree to amend or vary) any
         mandatory prepayment provision of the New Facility Agreement in any way
         which results or could reasonably be expected to result, in the opinion
         of the Majority Banks, 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 Banks.
<PAGE>
                                       56


(k)      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 distribution/dividends) or Intra Group Loans an
         amount equal to such amount in order to make any such prepayments and
         cancelation of the Facility, provided that:

         (i)      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 cancelation of the
                  Facility, the Company shall further use its reasonable
                  endeavours to up-stream an amount equilavent to the shortfall
                  by way of Intra Group Loans; and

         (ii)     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
                  cancelation 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.

(l)      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 or payment of any such amount (whether by dividend or Intra
         Group Loan) and otherwise in accordance with the terms of this
         Agreement.

(m)      The Company must ensure that immediately prior to the first transaction
         as a result of which a cancellation and prepayment would be required
         under any of Clauses 7.5 (Mandatory prepayment from Net Dividend
         Proceeds) to 7.13 (Timing of mandatory prepayments and cancellations
         and Receipt Account), the Company executes and delivers to the Facility
         Agent an account security (gage espece) substantially in the form
         referred to in Schedule 1 to the Restatement Agreement.

(n)      Any amount prepaid by a Borrower in accordance with Clause 7.2(a)
         (Voluntary prepayment and cancellation), pursuant to Clause 7.3 (Right
         of prepayment) without a corresponding cancellation of Commitment or
         pursuant to Clause 12(b) (Taxes) may subsequently be reborrowed,
         provided that amounts prepaid pursuant to:

         (i)      Clause 7.3 may only be reborrowed pro rata (and for the
                  purposes of this paragraph (e), amounts are borrowed "PRO
                  RATA" when each Bank's participation in the Loan in question,
                  expressed as the percentage which each Bank's Commitment bears
                  to the Total Commitments, is equal); or

         (ii)     Clause 12(b) (Taxes) may only be reborrowed pro rata (as
                  defined in paragraph (i) above) once the relevant additional
                  amounts giving rise to the prepayment in question have been
                  paid in full and may not be reborrowed by the Borrower making
                  the
<PAGE>
                                       57


                  prepayment unless and until that Borrower is either able to
                  make further payments under the Finance Documents without any
                  deduction or withholding or is no longer prevented by
                  applicable law from paying the additional amounts required by
                  Clause 12(a).

8.       INTEREST PERIODS

8.1      GENERAL

         Each Loan shall have one Interest Period only (as determined in
         accordance with this Clause 8).

8.2      SELECTION

(a)      The Borrower may select an Interest Period for a Loan in the relevant
         Request. Each Interest Period for a Loan will commence on its Drawdown
         Date.

(b)      Subject to the following provisions of this Clause 8, each Interest
         Period will be one, two, three or six months or any other period agreed
         between the Obligors' Agent and the Banks.

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).

8.4      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.

8.5      NOTIFICATION

         The Facility Agent shall notify each relevant Party of the duration of
         each Interest Period promptly after ascertaining its duration.

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 or, in the case of a Loan in an Optional
                           Currency, LIBOR.

         (ii)     In addition to interest under sub-paragraph (i), each Borrower
                  shall also pay to the Facility Agent for each Bank, that
                  Bank's Mandatory Cost.
<PAGE>
                                       58


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

9.2      DETERMINATION OF APPLICABLE MARGIN

(a)      The Applicable Margin shall be:

         (i)      up to and including the first Release Condition Date to occur,
                  1.50 per cent. per annum; and

         (ii)     thereafter, 1.00 per cent. per annum.

(b)      Any change in the Applicable Margin will take effect immediately for
         the purpose of Clause 23.3 (Commitment fee) and otherwise will apply
         with respect to new Loans only (and not to any Loan which is already
         outstanding on the date on which the first Release Condition Date
         occurs).

9.3      DUE DATES

         Except as otherwise provided in this Agreement, accrued interest on
         each Loan is payable by the relevant Borrower on its Maturity Date and
         also, if the Interest Period of the Loan is longer than six months, on
         the dates falling at six-monthly intervals after the Drawdown Date.

9.4      DEFAULT INTEREST

(a)      If an Obligor fails to pay any amount payable by it 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 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.
<PAGE>
                                       59


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

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.      OPTIONAL CURRENCIES

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 Euros or an Optional Currency. In the
         case of a Subsidiary Borrower, the currency of each Loan to that
         Borrower must be the currency in which the Subsidiary Borrower Limit
         for that Borrower is expressed.

(c)      The Obligors' Agent may not choose a currency if as a result the Loans
         would be denominated at any one time in more than five currencies and a
         Loan may not be denominated in more than one currency.

(d)      The Facility Agent shall notify each Bank and the Obligors' Agent of
         the currency and the Original Euro Amount of each Loan to be
         denominated in an Optional Currency, and the applicable Spot Rate of
         Exchange, promptly after they are ascertained.

10.2     REVOCATION OF CURRENCY

         If before 9.30 a.m. (London time) on any Rate Fixing Day , the Facility
         Agent receives notice from a Bank (the "AFFECTED BANK") that:

(a)      it is impracticable for the affected Bank to fund its participation in
         the relevant Loan in the relevant Optional Currency during the Interest
         Period for that loan in the ordinary course of business in the relevant
         interbank market; and/or

(b)      the use of the proposed Optional Currency might contravene any law or
         regulation,

         the Facility Agent shall give notice to the Obligors' Agent and to the
         Banks to that effect before 11.00 a.m. (London time) on that Rate
         Fixing Day. In this event:

         (i)      the Obligors' Agent and the Banks may agree that the drawdown
                  will not be made; or

         (ii)     in the absence of agreement prior to 12.00 noon (London time)
                  on that date and in any other case:

                  (1)      the affected Bank's participation in the Loan (or, if
                           more than one Bank is similarly affected, those
                           Banks' participations in the Loan) shall be treated
                           as a separate Loan denominated in Euros;

                  (2)      in the definition of "EURIBOR" (insofar as it applies
                           to that Loan) in Clause 1.1 (Definitions):
<PAGE>
                                       60


                           (A)      there shall be substituted for the time
                                    "11.00 a.m." the time "1.00 p.m."; and

                           (B)      paragraph (b) of that definition shall
                                    apply.

11.      PAYMENTS

11.1     PLACE

         All payments by an Obligor or a Bank under the Finance Documents shall
         be made to the Facility Agent to its account at such office or bank:

(a)      in the principal financial centre of the country of the relevant
         currency; or

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

         as it may notify to the Obligors' Agent or Bank for this purpose by not
         less than 5 Business Days' prior notice. Notwithstanding the above, all
         payments by the Company to the Mandated Lead Arrangers under Clauses
         23.1 (Arrangement fee) and 24 (Expenses) shall be made direct to the
         Mandated Lead Arrangers in the manner agreed by the Mandated Lead
         Arrangers and the Company.

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) and (c) 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 any 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
<PAGE>
                                       61


         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.

(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 Euros.

11.5     SET-OFF AND COUNTERCLAIM

         All payments made by each Obligor under the Finance Documents shall be
         made without set-off or counterclaim.

11.6     NON-BUSINESS DAYS

(a)      If a payment under the Finance Documents is due on a day which is not a
         Business Day, the due date for that payment shall instead be the next
         Business Day.

(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 any Obligor under the Finance
         Documents, the Facility Agent shall apply that payment towards the
         obligations of the Obligors (or any of them) under the Finance
         Documents in the following order:

         (i)      FIRST, in or towards payment pro rata of any unpaid fees,
                  costs and expenses of the Facility 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.
<PAGE>
                                       62


(b)      The Facility Agent shall, if so directed by all the Banks, 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
         any Obligor.

12.      TAXES

(a)      All payments by each Obligor under the Finance Documents shall be made
         without any deduction and 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
         paragraph (b) below, if any Tax or amounts in respect of Tax must be
         deducted, or any other deductions must be made, from any amounts
         payable or paid by an Obligor, or paid or payable by the Facility Agent
         to a Bank, under the Finance Documents, the Obligor concerned shall pay
         such additional amounts as may be necessary to ensure that the relevant
         Bank receives a net amount equal to the full amount which it would have
         received had payment not been made subject to Tax or any other
         deduction.

(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 Bank) 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
                  Bank in the Loans made to it on the date falling twenty 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 Bank 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 form, certificate or
         other documentation (1) the provision of which would have relieved the
         relevant Obligor from the relevant withholding obligation 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 under the
                  Finance Documents;

<PAGE>
                                       63



         (ii)     within 15 days of the payment being made, deliver to the
                  Facility Agent for the relevant Bank evidence satisfactory to
                  that Bank (including all relevant Tax receipts) that the
                  payment has been duly remitted to the appropriate authority;
                  and

         (iii)    forthwith on demand indemnify each Finance Party (which demand
                  shall be accompanied by a certificate from the Finance Party
                  setting out, in reasonable detail, calculations relating to
                  the amount claimed) against any loss or liability which that
                  Finance Party incurs as a consequence of the payment or
                  non-payment of those Taxes.

(e)      If, following the payment by an Obligor of any additional amounts under
         paragraph (a) above, the Facility Agent or any Bank shall 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 Bank to
         the relevant deduction or withholding (a "TAX CREDIT"), the Facility
         Agent or such Bank shall reimburse the Obligor concerned with such
         amount as the Facility Agent or such Bank 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 Bank (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 Bank (as the case may be) shall have made any such
         determination. Each Bank 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 Bank, be in any way
         prejudicial to the Bank (provided that where a Bank claims a Tax Credit
         pursuant to this paragraph (e), the extent, order and manner in which
         it does so shall be in the absolute discretion of the Bank (acting in
         good faith)). No Bank shall be obliged to disclose any information
         regarding its tax affairs or computations to any other Party.

(f)      Nothing in paragraphs (c) or (e) above shall:

         (i)      require the Facility Agent or any Bank to disclose to any
                  Obligor any details of its tax affairs;

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

         (iii)    require the Facility Agent or any Bank to claim relief in
                  respect of any payment under paragraph (a) above in priority
                  to any other reliefs, claims or credits available to it.

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.
<PAGE>
                                       64


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 that adequate and fair means do not exist for
                  ascertaining EURIBOR or LIBOR; or

         (b)      the Facility Agent receives notification from Banks 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
         Banks of the fact and that this Clause 13 is in operation.

13.3     SUBSTITUTE BASIS

         After any notification under Clause 13.2 the relevant Loan shall not be
         made. However, within five Business Days of receipt of the
         notification, the Obligors' Agent and the Facility Agent shall enter
         into negotiations for a period of not more than 30 days with a view to
         agreeing a substitute basis for determining the rate of interest and/or
         funding applicable to that Loan and (to the extent required) any future
         Loan. Any substitute basis agreed shall, with the prior consent of all
         the Banks, be binding on all the Parties. For the avoidance of doubt
         the relevant Loan shall not be made unless and until a substitute basis
         is agreed.

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.
<PAGE>
                                       65


         (b)      In this Agreement "INCREASED COST" means:

                  (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);

(c)      attributable to any change in the rate of, or change in the basis of
         calculating, tax on the overall net income of a Bank (or the overall
         net income of a division or branch of the Bank) 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 Bank to give
         effect to any of its obligations as contemplated by this Agreement or
         to fund or maintain its participation in any Loan, then:
<PAGE>
                                       66


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

(b)      (i)      each Borrower shall forthwith prepay the participations of
                  that Bank in all the Loans made to it; and

         (ii)     the Commitment of that Bank shall forthwith be cancelled.

16.      GUARANTEE

16.1     GUARANTEE AND INDEMNITY

(a)      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:

         (i)      as principal obligor (and not merely as surety) guarantees to
                  each Finance Party prompt performance by each Borrower 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;

         (ii)     undertakes with each Finance Party that, whenever a Borrower
                  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 Borrower were expressed to be the principal
                  obligor; and

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

(b)      In the case of the Company, this guarantee takes effect on and from the
         date on which there is a Subsidiary Borrower.

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 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.
<PAGE>
                                       67


16.4     WAIVER OF DEFENCES

         The obligations of each Guarantor under this Clause will not be
         affected by any act, omission, matter or thing which, but for this
         provision, would reduce, release or prejudice any of its obligations
         under this Clause 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;

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

         (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 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 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.

16.6     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:
<PAGE>
                                       68


         (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 without liability to pay interest on these moneys.

16.7     NON-COMPETITION

         Until all amounts which may be or become payable by the Obligors to the
         Finance Parties under or in connection with the Finance Documents have
         been irrevocably paid in full, no Guarantor shall, after a claim has
         been made or by virtue of any payment or performance by it under this
         Clause:

         (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;

         (b)      claim, rank, prove or vote as a creditor of the Company or 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.

16.8     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 (other than the Company as regards a
         Subsidiary Borrower (if any)) under this Clause 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 S.A. or
                  any
<PAGE>
                                       69


                  other Subsidiary of such 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 any amount representing cash lent to
                  such Guarantor by Canal Satellite S.A. 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 S.A. or any other Subsidiary of such 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 sub-paragraphs (i) to (iii) 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 French Intra Group Loan Security of an
                  Intra Group Loan referred to in sub-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
                  sub-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.

(b)      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 applicable Guarantor Accession Deed a limitation on the
         liability of the Subsidiary 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 as contravene such prohibition (and only such part of such Obligor's
         obligations) shall be deemed null and void.

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

         (i)      represents, warrants and agrees that (1) it has received and
                  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 and the transactions contemplated by this
                  Agreement.
<PAGE>
                                       70


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

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

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

(g)      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.      REPRESENTATIONS AND WARRANTIES

17.1     REPRESENTATIONS AND WARRANTIES

         Each Obligor makes the representations and warranties set out in this
         Clause 17 to each Finance Party.

17.2     STATUS

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

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

17.3     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.

17.4     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.

17.5     AUTHORISATIONS

         All authorisations required in connection with the entry into,
         performance, validity and enforceability of the Finance Documents and
         the transactions contemplated by the Finance Documents have been
         obtained or effected and are in full force and effect.
<PAGE>
                                       71


17.6     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.

17.7     TAXES ON PAYMENTS

         All amounts payable by each Borrower under the Finance Documents may be
         made free and clear of and without deduction for or on account of any
         tax.

17.8     STAMP DUTIES

         No stamp or registration duty or similar taxes or charges are payable
         in the jurisdiction of its incorporation in respect of any Finance
         Document.

17.9     IMMUNITY

(a)      The execution by each Obligor of each Finance Document constitutes, and
         its exercise of its rights and performance of its obligations under
         each Finance Document will constitute, private and commercial acts done
         and performed for private and commercial purposes; and

(b)      no Obligor will 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.

17.10    NON-CONFLICT

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

(a)      conflict in any material respect with any law or regulation or judicial
         or official order binding on any Obligor or any Material Subsidiary; or

(b)      conflict with the constitutional documents of any Obligor; or

(c)      conflict in any material respect with any document which is binding
         upon any Obligor or any Material Subsidiary or any asset of any Obligor
         or any Material Subsidiary.

17.11    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 (howsoever
         described) under any document which is binding on any Obligor or any
         asset of any Obligor to an extent or in a manner which might reasonably
         be expected to have a Material Adverse Effect.
<PAGE>
                                       72


17.12    LITIGATION

(a)      No litigation, arbitration or administrative proceedings are current
         or, to its knowledge, pending or threatened, which might, if adversely
         determined, have a Material Adverse Effect.

(b)      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 Material
         Subsidiary.

17.13    SECURITY

(a)      No Security Interests exist (except as permitted by this Agreement) on
         or over assets of any Obligor or Material Subsidiary.

(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 (except under
         the Security Documents), third party rights, options (except a call
         option in favour of the New Investors under and as defined in the VE
         Share Pledge and Escrow Agreement), claims or similar rights. Any
         shares charged pursuant to a 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 in accordance
         with the Finance Documents) in respect of obligations owed to the
         Finance Parties and the lenders under the New Facility Agreement, first
         ranking security in priority and payment over the assets secured or
         purported by be secured under the Security Documents.

17.14    GOVERNING LAW AND JURISDICTION

(a)      Each Obligor's:

         (i)      irrevocable submission under Clause 37 (Jurisdiction) to the
                  jurisdiction of the courts of England and New York;

         (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 judgement obtained in the courts of England 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 judgements in civil and commercial matters, or other
         applicable law or convention on the recognition and enforcement of
         court judgements).
<PAGE>
                                       73


17.15    ACCOUNTS

(a)      The audited 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,

         and there has been no change in the consolidated financial condition of
         the Group since the date to which those accounts were drawn up which
         has or could reasonably be expected to have a Material Adverse Effect.

(b)      In the case of each Borrower (other than the Company), its audited
         accounts most recently delivered to the Agent:

         (i)      have been prepared in accordance with accounting principles
                  and practices generally accepted in the jurisdiction of its
                  incorporation, consistently applied; and

         (ii)     fairly represent its financial condition as at the date to
                  which they were drawn up,

         and there has been no change in the consolidated financial condition of
         that Borrower since the date to which those accounts were drawn up
         which has or could reasonably be expected to have a Material Adverse
         Effect.

(c)      There has been no material adverse change in the business or financial
         condition of the Group taken as a whole since 31st December, 2000.

(d)      The projections and forecasts contained in the Liquidity Analysis most
         recently delivered to the Facility Agent (which, at the Effective Date,
         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.

17.16    INFORMATION MEMORANDUM

(a)      The information contained in the Information Memorandum was true in all
         material respects as at its date;

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

(c)      nothing has occurred since the date of the Information Memorandum which
         renders the information contained in it untrue or misleading in any
         respect and which, if disclosed, might adversely affect the decision of
         a person considering whether to enter into this Agreement.
<PAGE>
                                       74


17.17    TIMES FOR MAKING REPRESENTATIONS AND WARRANTIES

         The representations and warranties set out in this Clause 17:

         (a)      are made on the date of this Agreement and the first Drawdown
                  Date;

         (b)      are, with the exception of Clauses 17.3 (Powers and
                  authority), 17.7 (Taxes on payments), 17.8 (Stamp duties),
                  17.15(c) (Accounts) and 17.16 (Information Memorandum)),
                  deemed to be repeated by each Borrower on the date of each
                  Request and the first day of each Interest Period with
                  reference to the facts and circumstances then existing;

         (c)      are (with the exception of Clauses 17.15(c) and (d) (Accounts)
                  and 17.16 (Information Memorandum) repeated by each Subsidiary
                  Borrower and each Subsidiary Guarantor on the date of a
                  Borrower Accession Deed or Guarantor Accession Deed as
                  appropriate, with reference to the facts and circumstances
                  then subsisting; and

         (d)      are, in the case of Clause 17.15(d) (Accounts), repeated by
                  the Company on each date on which a Liquidity Analysis is
                  delivered to the Facility Agent.

18.      UNDERTAKINGS

18.1     DURATION

         The undertakings in this Clause 18 remain in force from 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.

18.2     FINANCIAL INFORMATION

(a)      The Company shall supply the following to the Facility Agent in
         sufficient copies for all the Banks:

         (i)      as soon as the same are available (and in any event within 120
                  days of the end of each of its financial years) the audited
                  consolidated financial statements of the Company for each
                  financial year, together with an Accounts Certificate;

         (ii)     as soon as the same are available (and in any event within 120
                  days of the end of each of its financial years) the audited
                  unconsolidated financial statements of each Borrower for each
                  financial year, together with an Accounts Certificate;

         (iii)    as soon as the same are available (and in any event within 90
                  days of the end of the relevant period) the quarterly and the
                  semi-annual consolidated financial statements of the Company;

         (iv)     together with each set of financial statements of the Company
                  a certificate signed by the Chief Financial Officer of the
                  Company (or the Company's auditors in the case of audited
                  financial statements) setting out in reasonable detail
                  computations establishing compliance with each of the
                  financial covenants in Clause 19 (Financial
<PAGE>
                                       75


                  Covenants) and confirming that as at the end of the relevant
                  period it was in compliance with Clauses 18.8 (Negative
                  pledge) and 18.16 (Subsidiary Debt);

         (v)      except during a Release Condition Period, on the first
                  Business Day of each calendar month, an up-to-date Liquidity
                  Analysis together with 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; and

         (vi)     during a Release Condition Period, on the first Business Day
                  of each quarter, an up-to-date Liquidity Analysis.

(b)      The Obligors' Agent shall ensure that:

         (i)      each set of consolidated financial statements delivered
                  pursuant to paragraph (a) is prepared on the same basis as was
                  used in the preparation of the consolidated accounts of the
                  Group for the period of 6 months ending on 30th June, 2002. If
                  any consolidated 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 Banks, the result of the calculations
                  made pursuant to the provisions in Clause 19 (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 (A) shall
                           contain reasonable details of the 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 Banks agree with the Obligors' Agent's
                           opinion, the Obligors' Agent and the Banks shall
                           negotiate in good faith for a period not exceeding 30
                           days with a view to the Obligors' Agent and the
                           Majority Banks agreeing the manner in which the
                           provisions of Clause 19 (Financial Covenants) shall
                           be applied to the Inconsistent Accounts. If no
                           agreement is reached within this period or, if the
                           notice under sub-paragraph (A) above was from the
                           Obligors' Agent, the Majority Banks do not agree with
                           the Obligors' Agent's opinion, the provisions of
                           Clause 19 (Financial Covenants) shall be interpreted
                           with respect to the Inconsistent Accounts as
                           determined by the Facility Agent (acting on the
                           instructions of the Majority Banks), which
                           interpretation shall prevail; and

         (ii)     each set of financial statements delivered pursuant to
                  paragraph (a) shall (in the case of audited financial
                  statements) give a true and fair view of and (in the case of
                  other financial statements) shall fairly represent the
                  consolidated financial condition of the Group as at the end of
                  the period to which those financial statements relate and of
                  the results of its operations during that period.
<PAGE>
                                       76


18.3     INFORMATION - MISCELLANEOUS

         The Company shall supply to the Facility Agent:

         (a)      all documents despatched (i) by it 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 the
                  affairs and activities of the Company, or (ii) by any Borrower
                  to its creditors generally (or any class of them) at the same
                  time as they are despatched;

         (b)      promptly upon becoming aware of them, details of any
                  litigation, arbitration or administrative proceedings which
                  are current or pending, and which would, if adversely
                  determined, reasonably be expected to have a Material Adverse
                  Effect; and

         (c)      promptly, such further information in the possession or
                  control of any Borrower or any Material Subsidiary regarding
                  its financial condition and operations as the Facility Agent
                  may reasonably request,

         in sufficient copies for all of the Banks, if the Facility Agent so
         requests.

18.4     NOTIFICATIONS

         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.

18.5     COMPLIANCE CERTIFICATES

         The Company shall supply to the Facility Agent:

         (a)      together with the accounts specified in Clause 18.2(a)(i) and
                  (ii) (Financial information); and

         (b)      promptly at any other time, if the Facility Agent so requests
                  (but such request may not be made more than twice in any
                  period of twelve consecutive calendar months unless a Default
                  has occurred or the Majority Banks have instructed the
                  Facility Agent to make such a 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.

18.6     AUTHORISATIONS

         Each Obligor shall promptly:

(a)      obtain, maintain and comply with the terms of; and

(b)      supply certified copies to the Facility Agent of,
<PAGE>
                                       77


         any authorisation required under any law or regulation of France to
         enable it to perform its obligations under, or for the validity or
         enforceability of, any Finance Document.

18.7     PARI PASSU RANKING

         Each Obligor shall procure 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.

18.8     NEGATIVE PLEDGE

(a)      Subject to paragraphs (c) and (d), no Obligor shall, and the Company
         shall procure that no Material Subsidiary will, create or permit to
         subsist any Security Interest on any of its assets.

(b)      Notwithstanding paragraphs (c) and (d), the Company will procure that
         no member of the Group will create or permit to subsist any Security
         Interest:

         (i)      over any shares in Centenary Holding N.V. or over any shares
                  in Centenary Holding Limited except, in each case, a Security
                  Interest created under a Security Document; or

         (ii)     securing any amounts arising under, in respect of or in any
                  way relating to the High Yield Notes or in favour of the
                  trustee under the Indenture.

(c)      Notwithstanding paragraph (d), no Obligor shall, and the Company will
         procure that no member of the Group will, create or permit to subsist
         on any of its assets any Security Interest which secures any
         indebtedness owing under the New Facility Agreement, except to the
         extent that:

         (i)      the aggregate principal amount so secured does not exceed
                  E2,500,000,000;

         (ii)     all amounts owing under the Finance Documents are secured
                  either by that Security Interest or by a comparable Security
                  Interest over the same asset(s) (in each case subject to the
                  Security Sharing Agreement); and

         (iii)    the Security Interest referred to at sub-paragraph (ii) above
                  ranks (by operation of law or as a result of the Security
                  Sharing Agreement) at least pari passu with the rights of the
                  New Secured Creditors (as defined in the Security Sharing
                  Agreement) in the asset(s) subject to that Security Interest,
                  and in priority to all other rights in the asset(s) subject to
                  that Security Interest other than, in the case of security
                  granted pursuant to the VE Share Pledge and Escrow Agreement,
                  those of the New Investors (as defined in that agreement).

(d)      Paragraph (a) does not apply to:

         (i)      Security Interests already existing at the date of this
                  Agreement securing Financial Indebtedness in an aggregate
                  amount not exceeding E1,000,000,000 (or the equivalent in
                  other currencies);
<PAGE>
                                       78


         (ii)     liens arising solely by operation of law (or by any deed
                  evidencing the same) in the ordinary course of its business in
                  respect of Financial Indebtedness which either (1) has been
                  due for less than 14 days or (2) is being contested in good
                  faith and by appropriate means;

         (iii)    pledges of goods, the related documents of title and/or 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;

         (iv)     any Security Interest arising out of title retention
                  provisions in a supplier's standard conditions of supply of
                  goods acquired in the ordinary course of business;

         (v)      any Security Interest existing 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;

         (vi)     any Security Interest 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;

         (vii)    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;

         (viii)   any Security Interest given on assets acquired after the date
                  of this Agreement to secure Project Finance Indebtedness
                  provided that the assets which are subject to that Security
                  Interest are assets which are the subject of the applicable
                  project;

         (ix)     any Security Interest 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
                  member's claims under such contract against the foreign buyer
                  and of any Security Interest or guarantee of such claims;

         (x)      any Security Interest over cash or securities deposited with
                  any bank, financial institution, stock exchange or clearing
                  house with which any Obligor or Material Subsidiary enters
                  into back to back, foreign exchange, swap or derivative
                  transactions
<PAGE>
                                       79


                  and with which cash or securities have had to be deposited in
                  order for such transaction to be entered into;

         (xi)     any Security Interest created by virtue of the operation of
                  any cash pooling arrangements for any Obligor or Material
                  Subsidiary with their bankers providing for the setting-off or
                  netting of debt and credit balances on bank accounts of those
                  members of the Group;

         (xii)    any Security Interest granted by any Obligor or Material
                  Subsidiary to any pension fund or managers securing the
                  pension obligations of any member of the Group;

         (xiii)   any Security Interest (the "REPLACEMENT SECURITY INTEREST")
                  created in substitution for any Security Interest referred to
                  in this paragraph (d) so long as the principal, capital or
                  nominal amount secured by the Replacement Security Interest
                  does not exceed the amount permitted to be secured under this
                  paragraph (d) by the Security Interest which it replaced;

         (xiv)    any Security Interest arising out of orders of attachment,
                  sequestration, distress or execution which does not constitute
                  an Event of Default under Clause 20.9 (Creditors' process);

         (xv)     the transfer of any Security Interest permitted to exist under
                  this paragraph (d) from one person to another, so long as the
                  principal, capital or nominal amount secured by that Security
                  Interest is not increased;

         (xvi)    any Security Interest, granted by any member of the VUE Group
                  over its assets, which secures amounts arising under, or is
                  otherwise permitted or required by, the VUE Bridge Extension
                  (as amended from time to time) or any VUE Bridge Refinancing;

         (xvii)   any Security Interest 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 US$60,000,000 (or
                  equivalent in other currencies) at any time;

         (xviii)  any Security Interest granted under the VE Share Pledge and
                  Escrow Agreement; and

         (xix)    any other Security Interest created on or over assets of any
                  Obligor or any Material Subsidiary, provided that the
                  aggregate outstanding principal, capital or nominal amount
                  secured by all Security Interests created or outstanding under
                  this paragraph on or over assets of any Obligor or any
                  Material Subsidiary must not at any time exceed in aggregate
                  E500,000,000 (or the equivalent in other currencies),

         provided that the aggregate principal amount of Financial Indebtedness
         secured by all Security Interests created or outstanding under this
         paragraph (d) (excluding paragraphs (viii), and (xvi) and (xviii)
         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 18.9 (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).
<PAGE>
                                       80


18.9     TRANSACTIONS SIMILAR TO SECURITY

(a)      No Obligor shall, and the Company shall procure that no 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, when
         aggregated with the aggregate principal amount of Financial
         Indebtedness secured by all Security Interests created or outstanding
         under Clause 18.8(d) (excluding paragraph 18.8(d)(viii) above) would
         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).

(b)      In this Clause 18.9, "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),

         in circumstances where the transaction is entered into primarily as a
         method of raising finance 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.

18.10    DISPOSALS

(a)      No Obligor shall, and the Company shall procure that no Material
         Subsidiary will, whether voluntarily or involuntarily, sell, transfer,
         grant or lease or otherwise dispose of any of its assets.

(b)      Paragraph (a) does not apply to:

         (i)      disposals made in the ordinary course of business of the
                  disposing entity or for full value on normal commercial terms;

         (ii)     disposals by one Material Subsidiary to another or to any
                  Borrower by a Material Subsidiary as long as the percentage
                  ownership of the Company in the receiving Material Subsidiary
                  (whether such ownership is direct or indirect through other
                  Material Subsidiaries) is not significantly less than the
                  Company's percentage ownership (whether direct or indirect as
                  aforesaid) in the disposing Material Subsidiary;

         (iii)    disposals of assets being shares, provided that the company
                  whose shares are the subject of such disposal remains
                  controlled by the Company following such disposal; or
<PAGE>
                                       81


         (iv)     disposals, by VUE or any Subsidiary of VUE, of assets in
                  connection with a securitisation for the purposes of
                  refinancing the VUE Bridge Extension or any VUE Bridge
                  Refinancing provided that the aggregate net investment of the
                  various purchasers (other than any member of the VUE Group)
                  outstanding under such securitisation, together with the
                  aggregate principal amount outstanding under the VUE Bridge
                  Extension and any VUE Bridge Refinancing, does not exceed
                  U.S.$1,620,000,000 at any time.

18.11    CHANGE OF BUSINESS

         The Company shall procure that no substantial change is made to the
         general nature or scope of the business of the Company or Group from
         that carried on at the date of this Agreement (and for the purposes of
         this Clause 18.11, the general nature or scope of the business of the
         Company or Group carried on at the date of this Agreement is the media
         and telecommunications business).

18.12    MERGERS AND ACQUISITIONS

                  No Obligor shall enter into any amalgamation, demerger, merger
                  or reconstruction unless:

(a)      (i)      either the Obligor concerned is the surviving entity and
                  remains responsible for all the obligations of the Obligor
                  concerned under the Finance Documents to which it is a party;
                  or

         (ii)     if the surviving entity is not the Obligor concerned, (A) the
                  Facility Agent has first received legal opinions from external
                  counsel to the Obligor concerned addressed to the Finance
                  Parties, in form and substance satisfactory to the Facility
                  Agent confirming that the surviving entity will accede to the
                  obligations of the Obligor concerned under the Finance
                  Documents in full and (if the Obligor concerned is a
                  Subsidiary Borrower) that the obligations of the Guarantors
                  under this Agreement in respect of the Obligor concerned will
                  remain in full force and effect with respect to the
                  obligations under the Finance Documents assumed by the
                  surviving entity, (B) the surviving entity is incorporated, in
                  the case of an amalgamation, demerger, merger or
                  reconstruction involving the Company, in the U.S.A., France,
                  Belgium or the Netherlands or, in the case of an amalgamation,
                  demerger, merger or reconstruction involving a Subsidiary
                  Borrower, in the U.S.A., France, Belgium or the Netherlands or
                  the jurisdiction of that Subsidiary Borrower, (C) this
                  Agreement is first amended to the extent determined by the
                  Majority Banks (acting on the basis of legal advice) to be
                  necessary in light of the identity and jurisdiction of
                  incorporation of the surviving entity and (D) in the case of
                  an Obligor other than the Company, the surviving entity is a
                  Subsidiary of the Company; and

(b)      (in the case of an amalgamation, demerger, merger or reconstruction
         involving the Company) either:
<PAGE>
                                       82


         (i)      the corporate rating of the surviving entity (whether or not
                  the Company) will be at least BBB- as published by S&P (or the
                  equivalent thereof published by any other rating agency); or

         (ii)     if no rating agency publishes a corporate rating in respect of
                  the surviving entity, the credit standing of the surviving
                  entity will (in the opinion of the Majority Banks) be the same
                  as or better than the Company's,

                  in each case immediately prior to the amalgamation, demerger,
                  merger or reconstruction becoming publicly known.

18.13    INSURANCE

         Each Obligor shall, and the Company shall procure that each other
         member of the Group will, maintain insurance with financially sound and
         reputable insurers with respect to its material 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.

18.14    MAINTENANCE OF STATUS

         Subject to Clause 18.12 (Mergers and acquisitions), each Obligor shall,
         and the Company shall procure that each Material Subsidiary will:

(a)      do all such things as are necessary to maintain its corporate
         existence; and

(b)      ensure that it has the right and is duly qualified to conduct its
         business as it is conducted in all applicable jurisdictions.

18.15    COMPLIANCE WITH ENVIRONMENTAL LAWS

         Each Obligor will, and the Company will procure that each of its
         Material Subsidiaries will, comply in all material respects with all
         applicable Environmental Laws.

18.16    SUBSIDIARY DEBT

(a)      The Company shall procure that that part of Net Financial Debt (as
         defined in Clause 19.1) (excluding Project Finance Indebtedness and
         Financial Indebtedness owing from one member of the Group to another
         member of the Group) incurred by its Subsidiaries 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 19.1 (Financial covenant
         definitions)) (excluding Project Finance Indebtedness and Financial
         Indebtedness owing from one member of the Group to another member of
         the Group).

(b)      Financial Indebtedness:

         (i)      owing under or in respect of the VUE Bridge Extension or any
                  VUE Bridge Refinancing; or

         (ii)     constituted by the guarantees contained in the New Facility
                  Agreement; or
<PAGE>
                                       83


         (iii)    of a principal amount of up to U.S.$500,000,000 owing by
                  Vivendi Communications North America, Inc. or Vivendi
                  Universal Holding I Corp. as borrower (in place of an
                  equivalent amount owing by the Company as borrower) under the
                  New Facility Agreement.

         will not be taken into account for the purposes of paragraph (a).

18.17    GUARANTEES

(a)      No member of the Group may give or be under any obligation in respect
         of any guarantee, indemnity or other assurance against financial loss
         in respect of the High Yield Notes or in favour of the trustee under
         the Indenture.

(b)      No Obligor may, and the Company shall procure that no member of the
         Group is, gives or is under any obligation in respect of any guarantee,
         indemnity or other assurance against financial loss in respect of the
         indebtedness under New Facility Agreement, unless that Obligor or
         member of the Group is (or simultaneously becomes) a Guarantor under
         this Agreement.

18.18    HIGH YIELD NOTES

         Except during a Release Condition Period:

         (a)      the Company will not amend or agree to amend the High Yield
                  Note Documents:

                  (i)      such that the maturity date of the High Yield Notes
                           is advanced to a date prior to the Final Maturity
                           Date;

                  (ii)     such that the rate of interest or frequency of
                           payment of interest in respect of any of the High
                           Yield Notes is increased; or

                  (iii)    in any other way which is or could be, in each case
                           in the opinion of the Majority Banks, inconsistent
                           with the terms of this Agreement or have a
                           detrimental effect on the rights or remedies of the
                           Finance Parties under the Finance Documents;

         (b)      the Company will not make a repayment or prepayment,
                  redemption, repurchase or defease (by way of legal defeasance
                  or covenant defeasance) any of the High Yield Notes or make
                  any offer to repay, prepay, redeem, repurchase or defease any
                  of the High Yield Notes; and

         (c)      the Company will ensure that no member of the Group purchases
                  any of the High Yield Notes.

18.19    SECURITY AND SUBORDINATION

(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
<PAGE>
                                       84


         directors' and shareholders' resolutions, title documents and other
         documents as the Security Agent may reasonably require).

(b)      Except during a Security Release Condition Period, the Company will
         ensure that 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 and together with any
         other documents, evidence, opinions or assurances reasonably required
         by the Security Agent in connection with those Security Documents,
         forthwith if any of the following circumstances subsist:

         (i)      there are no contractual restrictions or provisions
                  (including, without limitation, pre-emption rights) between
                  shareholders or Cegetel Groupe S.A. restricting or which would
                  be triggered upon the granting of such a pledge;

         (ii)     SIT agrees to grant a share pledge over the Acquired Shares;
                  or

         (iii)    the Company acquires 100 per cent. of the shares of Cegetel.

(c)      Except during a Security Release Condition Period, the Company must
         ensure that each loan which is owing by a member of the Group to
         another member of the Group and which is (or the repayment of which is)
         subordinated to the repayment of the indebtedness under the New
         Facility Agreement is also subordinated, on the same terms, to the
         indebtedness owing under the Finance Documents.

18.20    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 and
         Escrow Agreement (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 lenders under the New Facility Agreement over
         all of the VE B Shares ranking pari passu with the pledge of these
         shares granted by the Company to the Banks.

(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 the VE B Shares substantially in the
         form set out in Annex F of the VE Share Pledge and Escrow Agreement.

19.      FINANCIAL COVENANTS

19.1     FINANCIAL COVENANT DEFINITIONS

         In this Clause 19:

         "ACQUIRED BUSINESS"

         means a member of the Group or business or assets acquired during a
         Measurement Period.

         "CASH EBITDA"
<PAGE>
                                       85


         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 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 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 of America, Switzerland
                  or the European Union (excluding Greece and any country which
                  becomes a member thereof after the date of the New Facility
                  Agreement) or by an instrumentality or agency of the
                  government of the United States of America, Switzerland or the
                  European Union (excluding Greece and any country which becomes
                  a member thereof after the date of the New Facility Agreement)
                  having an equivalent credit rating;

         (d)      open market commercial paper:

                  (i)      for which a recognised trading market exists;
<PAGE>
                                       86


                  (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 S&P or
                           IBCA or P-1 by Moody's, 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 Banks,

         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 Fixed Line
         Acquisition. An "ACCEPTABLE BANK" for this purpose is a commercial bank
         or trust company which has a rating of A or higher by S&P 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 Banks.

         "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 and
         the Cegetel Group) during a Measurement Period.

         "FIXED LINE ACQUISITION"

         means the acquisition by Cegetel, of a French fixed line telephone
         business which has a positive EBITDA based on its latest accounts and,
         at the time of its acquisition, Financial Indebtedness of not more than
         E300,000,000, for an aggregate total consideration of not more than
         E800,000,000 (including E300,000,000 of acquired debt).

         "MEASUREMENT PERIOD"

         means a period of 12 months ending on a Testing Date.

         "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.
<PAGE>
                                       87



         "QUARTERLY TESTING DATE"

         means 31st March, 30th June, 30th September and 31st December of each
         year.

         "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.

         "SEMI-ANNUAL TESTING DATE"

         means 30th June and 31st December of each year.

         "TESTING DATE"

         means a Quarterly Testing Date or a Semi-annual Testing Date.

         "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 the New Facility Agreement or issued or
         accrued as additional shares in respect of shares issued by VUE prior
         to the date of the New Facility Agreement) and excluding any costs
         incurred in connection with the Fixed Line Acquisition (together
         "FINANCING Costs") (whether, in each case, paid, payable or (subject to
         the proviso set out below) 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;
<PAGE>
                                       88



         (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);

         (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 the
                  New Facility Agreement or issued or accrued as additional
                  shares in respect of shares issued by VUE prior to the date of
                  the New Facility 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 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 the
                  Company 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 the New Facility 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 Fixed Line Acquisition or
<PAGE>
                                       89


         otherwise any indebtedness which has been defeased prior to the
         Effective Date (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)).

19.2     CALCULATION

(a)      All the terms used in this Clause 19 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 19, either:

         (i)      the interpretation of the Facility Agent shall prevail (after
                  prior consultation with the Company's auditors and the
                  Company); or

         (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.

19.3     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
<PAGE>
                                       90


         (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 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 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 Banks, binding on all the parties.

(f)      If no amendments are agreed by the Company and the Majority Banks under
         paragraphs (d) and (e) above, the applicable ratios, in each case for
         the period from the Investment Downgrading Date unless and until the
         occurrence of a Release Condition Date, 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.

<TABLE>
<CAPTION>
                         COLUMN 1                 COLUMN 2               COLUMN 3                COLUMN 4
                      (TESTING DATE)       (MAXIMUM RATIO OF NET    (MINIMUM RATIO FOR     (MAXIMUM TOTAL GROSS
                                             FINANCIAL DEBT TO      CASH EBITDA TO NET        FINANCIAL DEBT
                                                CASH EBITDA)         FINANCING COSTS)        (BILLION EURO))
<S>                                        <C>                      <C>                    <C>
                         30/06/03                  5.8:1                   2.4:1                   18.0
                         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
</TABLE>
<PAGE>
                                       91


<TABLE>
<CAPTION>
                         COLUMN 1                 COLUMN 2               COLUMN 3                COLUMN 4
                      (TESTING DATE)       (MAXIMUM RATIO OF NET    (MINIMUM RATIO FOR     (MAXIMUM TOTAL GROSS
                                             FINANCIAL DEBT TO      CASH EBITDA TO NET        FINANCIAL DEBT
                                                CASH EBITDA)         FINANCING COSTS)        (BILLION EURO))
<S>                                        <C>                      <C>                    <C>
                         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
                  and subsequent Testing
                           Dates
</TABLE>

20.      DEFAULT

20.1     EVENTS OF DEFAULT

         Each of the events set out in this Clause is an Event of Default
         (whether or not caused by any reason whatsoever outside the control of
         any Borrower or any other person).

20.2     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 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.

20.3     BREACH OF OTHER OBLIGATIONS

(a)      A member of the Group does not comply with any provision of a Finance
         Document to which it is a party (other than a provision referred to in
         Clause 20.2 (Non-payment) or Clause 19 (Financial Covenants)) and
         (where the failure is capable of remedy) such failure to comply
         continues for fifteen 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)      Except during a Release Condition Period, 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.

20.4     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 any Obligor under or in connection with any Finance
         Document is incorrect in any material respect when made or deemed to be
         made or repeated.
<PAGE>
                                       92


20.5     CROSS-DEFAULT

(a)      Any Financial Indebtedness of any 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 any Obligor or a Material
         Subsidiary; or

(c)      any Financial Indebtedness of any 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
         any 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
         any Obligor or a Material Subsidiary becomes enforceable,

         provided that there shall only be an Event of Default under this Clause
         20.5 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 the equivalent in other
         currencies).

20.6     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 inability to pay its debts 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, by reason of financial
         difficulties, applies for, or is subject to, an amicable settlement or
         a "reglement amiable" pursuant to law 84-148 of 1st March, 1984 of
         France, or begins negotiations with one or more of its creditors with a
         view to the readjustment or rescheduling of any of its indebtedness.

20.7     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)      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
<PAGE>
                                       93


         (including without limitation "dissolution, liquidation, or
         redressement judiciaire") or any such resolution is passed; or

(c)      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 frivolous or vexatious or is
         otherwise being contested in good faith and on substantial grounds and
         is stayed or discharged within 21 days of being presented and in any
         event prior to the date of any substantive hearing of the petition
         (provided that this exception shall not apply in relation to an
         administration petition presented in the United Kingdom); or

(d)      an order for the winding-up or administration of any Obligor or any
         Material Subsidiary is made;

(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 Obligor or any Material
         Subsidiary or any other insolvency proceedings involving any Obligor or
         any Material Subsidiary.

20.8     APPOINTMENT OF RECEIVERS AND MANAGERS

         Any person makes a request in accordance with any applicable laws for
         the appointment of a liquidator, trustee in bankruptcy, judicial
         custodian, compulsory manager, receiver, 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 an 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 days of the
         making of such request and in any event prior to the date that any such
         appointment is made.

20.9     CREDITORS' PROCESS

         Any attachment, sequestration, distress or execution affects any asset
         of a value exceeding E15,000,000 (or the equivalent in other
         currencies) of any Obligor or any Material Subsidiary and is not
         discharged within 30 days.

20.10    ANALOGOUS PROCEEDINGS

         There occurs, in relation to any Obligor or any Material Subsidiary,
         any event anywhere which, in the opinion of the Majority Banks (acting
         on the basis of legal advice), appears to correspond with any of those
         mentioned in Clauses 20.6 (Insolvency) to 20.9 (Creditors' process)
         (inclusive).
<PAGE>
                                       94


20.11    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.

20.12    UNLAWFULNESS

         It is or becomes unlawful for any Obligor to perform any of its
         obligations under the Finance Documents.

20.13    EFFECTIVENESS OF FINANCE DOCUMENTS

(a)      Any obligation of an Obligor (including any obligation under Clause 16
         (Guarantee) under the Finance Documents is not effective or is alleged
         by any Obligor to be ineffective for any reason.

(b)      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 Security Interest of the type
         purported to be created thereby.

(c)      The subordination purported to be effected by the Subordination
         Agreements or the priority of security purported to be effected by the
         Security Sharing Agreement (in each case pari passu with the interests
         of the lenders under the New Facility Agreement) is not effective or is
         alleged in writing by a member of the Group party to any Subordination
         Agreement or the Security Sharing Agreement to be ineffective.

(d)      Any member of the Group which is party to a Subordination Agreement or
         the Security Sharing Agreement repudiates (or evidences an intention in
         writing to repudiate it) a Subordination Agreement or the Security
         Sharing Agreement, as the case may be.

20.14    MATERIAL ADVERSE CHANGE

         Any event or series of events occurs which, in the reasonable opinion
         of the Majority Banks (acting in good faith), has a Material Adverse
         Effect.

20.15    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 Banks, 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
                  Banks.
<PAGE>
                                       95


21.      THE FACILITY AGENT AND THE MANDATED LEAD ARRANGERS

21.1     APPOINTMENT AND DUTIES OF THE FACILITY AGENT

(a)      Each Finance Party irrevocably appoints the Facility Agent to act as
         its agent under and in connection with the Finance Documents.

(b)      Each Party appointing the Facility Agent irrevocably authorises the
         Facility 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 the
                  Facility Agent on that Party's behalf.

(c)      The Facility Agent has only those duties which are expressly specified
         in this Agreement. Those duties are solely of a mechanical and
         administrative nature.

21.2     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.

21.3     RELATIONSHIP

         The relationship between the Facility Agent and the other Finance
         Parties is that of agent and principal only. Nothing in this Agreement
         constitutes the Facility Agent as trustee or fiduciary for any other
         Party or any other person and the Facility Agent need not hold in trust
         any moneys paid to it for a Party or be liable to account for interest
         on those moneys.

21.4     MAJORITY BANKS' INSTRUCTIONS

(a)      The Facility Agent will be fully protected if it acts in accordance
         with the instructions of the Majority Banks 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 Banks will be binding on all the Banks. In the absence of
         such instructions, the Facility Agent may act as it considers to be in
         the best interests of all the Banks.

(b)      The Facility Agent is not authorised to act on behalf of a Bank
         (without first obtaining that Bank's consent) in any legal or
         arbitration proceedings relating to any Finance Document.

21.5     DELEGATION

         The Facility Agent may act under the Finance Documents through its
         personnel and agents.
<PAGE>
                                       96


21.6     RESPONSIBILITY FOR DOCUMENTATION

         Neither the Facility 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 (including the
                  Information Memorandum).

21.7     DEFAULT

(a)      The Facility Agent is not obliged to monitor or enquire as to whether
         or not a Default has occurred. The Facility Agent will not be deemed to
         have knowledge of the occurrence of a Default. However, if the Facility
         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 the Facility Agent has actual knowledge of a failure to
         make a payment which constitutes a Default under Clause 20.2
         (Non-payment), it shall promptly notify the Banks.

(b)      The Facility 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.

21.8     EXONERATION

(a)      Without limiting paragraph (b) below, the Facility Agent will not 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 Facility Agent in respect of any claim it might have
         against the Facility Agent or in respect of any act or omission of any
         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 the Facility Agent may rely on this paragraph (b)
         and enforce its terms under the Contracts (Rights of Third Parties) Act
         1999.

21.9     RELIANCE

         The Facility 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
<PAGE>
                                       97


(c)      engage, pay for and rely on legal or other professional advisers
         selected by it (including those in the Facility Agent's employment and
         those representing a Party other than the Facility Agent).

21.10    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 Bank confirms that it:

(a)      has made its own independent investigation and assessment of the
         financial condition and affairs of the Obligors and their respective
         related entities in connection with its participation in this Agreement
         and has not relied exclusively on any information provided to it by the
         Facility 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 respective related entities
         while any amount is or may be outstanding under the Finance Documents
         or any Commitment is in force.

21.11    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 Bank with a copy of each
         document received by the Facility Agent under Clause 4 (Conditions
         precedent), upon the request and at the expense of that Bank.

(c)      Except where this Agreement specifically provides otherwise, the
         Facility Agent is not obliged to review or check the accuracy or
         completeness of any document it forwards to another Party.

(d)      Except as provided above, the Facility Agent has no duty:

         (i)      either initially or on a continuing basis to provide any Bank
                  with any credit or other information concerning the financial
                  condition or affairs of the Obligors or of their respective
                  related entities, whether coming into its possession before,
                  on or after the date of this Agreement; or

         (ii)     unless specifically requested to do so by a Bank in accordance
                  with a Finance Document, to request any certificates or other
                  documents from any Borrower.

21.12    THE FACILITY AGENT AND THE MANDATED LEAD ARRANGERS INDIVIDUALLY

(a)      If it is also a Bank, the Facility Agent and each Mandated Lead
         Arranger each has the same rights and powers under this Agreement as
         any other Bank and may exercise those rights and powers as though it
         were not the Facility Agent or a Mandated Lead Arranger.

(b)      The Facility Agent and each Mandated Lead Arranger may each:
<PAGE>
                                       98


         (i)      carry on any business with any Obligor or their respective
                  related entities;

         (ii)     act as agent or trustee for, or in relation to any financing
                  involving, any Obligor or their respective its 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 the Facility Agent, the agency division of the Facility
         Agent will be treated as a separate entity from its other divisions and
         departments. Any information acquired by the Facility Agent which, in
         its opinion, is acquired by it otherwise than in its capacity as
         Facility Agent may be treated as confidential by the Facility Agent and
         will not be deemed to be information possessed by the Facility Agent in
         its capacity as such.

(d)      Each Obligor irrevocably authorises the Facility Agent to disclose to
         the other Finance Parties any information which, in the opinion of the
         Facility Agent, is received by it in its capacity as Facility Agent.

(e)      The Facility Agent may deduct from any amount received by it for the
         Banks pro rata any unpaid fees, costs and expenses of the Facility
         Agent incurred by it in connection with the Finance Documents.

21.13    INDEMNITIES

(a)      Without limiting the liability of any Obligor under the Finance
         Documents, each Bank shall forthwith on demand indemnify the Facility
         Agent for that Bank's proportion of any duly documented liability or
         loss incurred by the Facility Agent in any way relating to or arising
         out of its acting as Facility Agent, except to the extent that the
         liability or loss arises directly from the Facility Agent's gross
         negligence or wilful misconduct.

(b)      A Bank'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.

21.14    COMPLIANCE

(a)      The Facility 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.

(b)      Without limiting paragraph (a) above, the Facility Agent need not
         disclose any information relating to any Obligor or any of their
         respective related entities if the disclosure might, in the opinion of
         the Facility 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.
<PAGE>
                                       99


21.15    RESIGNATION OF THE FACILITY AGENT

(a)      Notwithstanding its irrevocable appointment, the Facility Agent may
         resign by giving notice to the Banks and the Obligors' Agent, in which
         case the Facility Agent may forthwith appoint one of its Affiliates as
         successor Facility Agent or, failing that, the Majority Banks may
         appoint a successor Facility Agent following consultation with the
         Obligors' Agent.

(b)      If the appointment of a successor Facility Agent is to be made by the
         Majority Banks but they have not, within 30 days after notice of
         resignation, appointed a successor Facility Agent which accepts the
         appointment, the Facility Agent may appoint a successor Facility Agent
         following consultation with the Obligors' Agent.

(c)      The resignation of the Facility Agent and the appointment of any
         successor Facility Agent will both become effective only upon the
         successor Facility Agent notifying all the Parties that it accepts its
         appointment. On giving the notification, the successor Facility Agent
         will succeed to the position of the Facility Agent and the term
         "FACILITY AGENT" (as appropriate) will mean the successor Facility
         Agent.

(d)      The retiring Facility Agent shall make available to the successor
         Facility Agent such documents and records and provide such assistance
         as the successor Facility Agent may reasonably request for the purposes
         of performing its functions as the Facility Agent under this Agreement.

(e)      Upon its resignation becoming effective, this Clause 21 shall continue
         to benefit the retiring Facility Agent in respect of any action taken
         or not taken by it under or in connection with the Finance Documents
         while it was the Facility Agent, and, subject to paragraph (d) above,
         it shall have no further obligations under any Finance Document.

(f)      The Majority Banks may, by notice to the Facility Agent, require it to
         resign in accordance with paragraph (a) above. In this event, the
         Facility 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.

21.16    BANKS

(a)      The Facility Agent may treat each Bank as a Bank, 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 Bank to the contrary.

(b)      The Facility Agent may at any time, and shall if requested to do so by
         the Majority Banks, convene a meeting of the Banks.

21.17    EXTRAORDINARY MANAGEMENT TIME AND RESOURCES

         The Company shall forthwith on demand pay the Facility 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 an Obligor and relating to a Finance Document or a document
                  referred to in any Finance Document; or
<PAGE>
                                      100


         (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 the Facility Agent under:

         (i)      paragraph (a) above shall be determined by written agreement
                  between the Company and the Facility Agent at the time of the
                  relevant Borrower's request; and

         (ii)     under paragraphs (b) or (c) above will be calculated on the
                  basis of such reasonable daily or hourly rates as the Facility
                  Agent may notify to the Company,

         and in each case is in addition to any fee paid or payable to the
         Facility Agent under Clause 23 (Fees).

21.18    SECURITY AGENT

(a)      Without prejudice to Clauses 21.6 (Responsibility for documentation) or
         21.8 (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
         Banks. 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
<PAGE>
                                      101


         Security Agent (by itself or 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.

(f)      Clauses 21.4 (Majority Banks' instructions), 21.5 (Delegation), 21.6
         (Responsibility for documentation), 21.7 (Default), 21.8 (Exoneration),
         21.9 (Reliance), 21.12 (The Facility Agent and the Mandated Lead
         Arrangers individually), 21.13 (Indemnities), 21.14 (Compliance) and
         21.15 (Resignation of the Facility Agent) will apply to the Security
         Agent as if the words "the Facility Agent" in those Clauses referred
         (in addition) to the Security Agent.

(g)      If there is any conflict between the provisions of this Agreement and
         any Security Document with regard to instructions to or matters
         affecting the Security Agent, this Agreement will prevail.

(h)      Each Party (other than the Security Agent) irrevocably authorises the
         Security Agent, with the consent of the Obligors' Agent, to execute on
         its behalf any documentation which the Security Agent considers
         appropriate in order for any Bank to become a party to, or to benefit
         from, any Finance Document.

21.19    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 Banks 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.
<PAGE>
                                      102


21.20    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 any Finance
         Document.

21.21    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 (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 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).

21.22    VE B SHARES

         If the New Investors give the consent referred to in Clause 18.20(a)
         (VE B Shares) the Security Agent shall and is hereby authorised by each
         of the other Finance Parties to execute without the need for any
         further refered to, or authority from, any Finance Party a release of
         the pledge over the VE B Shares of which the Finance Parties have the
         benefit as at that date in order for the share pledge referred to in
         Clause 18.20(b) to be given.


<PAGE>
                                      103


22.      RELEASE OF SECURITY

22.1     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) [no amounts are or may become outstanding under the
         Finance Documents and no Commitment is in force.] this does not appear
         in non-CS&M version

(b)      Subject to paragraphs (c) and (e) below:

         (i)      in connection with, and simultaneous to, the closing of any
                  secondary Equity Issue, sale or other disposal to a person or
                  persons other than member(s) of 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 of 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 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 Banks) may
                  from time to time agree in writing in relation to a Guarantor,

         such Guarantor shall cease to be a Guarantor and will 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) under this Agreement and under the Security
         Documents to which it is a party (other than liabilities which it has
         in its capacity as a Borrower), and the security provided over its
         assets under such Security Documents shall be released.

(c)      If a Guarantor is released from its liabilities in accordance with
         paragraph (b) above, such Guarantor will cease to be a Guarantor when
         the Facility Agent gives written notification to the Company and the
         Banks.

(d)      Subject to paragraph (e) below, in connection with, and simultaneous
         to, the closing of any secondary Equity Issue, sale or other disposal
         to (i) a person or persons other than member(s) of 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 the Finance Documents and such
         release could not reasonably be expected to have a Material Adverse
         Effect or to jeopardise the guarantees given to the Banks under the
         Finance Documents or the Banks' security under the Security Documents
         or to the extent that similar guarantees and security are granted to
         the Banks of any assets owned by an Obligor over which security has
         been created by a Security Document to which that Obligor is party,
         those assets shall be released from such security.
<PAGE>
                                      104


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

         (i)      either (1) such disposal by any member of the Group or
                  Guarantor is permitted by the Finance Documents and will not
                  result in any breach of any of the terms of the Finance
                  Documents, 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
                  Banks).

(f)      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 22.1(b) or in
         Clause 22.1(d) 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) and (iii) of Clause 22.1(e) have been met (for
         the purposes of this Clause 22.1(f), 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.

(g)      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.

(h)      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
<PAGE>
                                      105


         request of the Facility Agent and the Banks 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 Banks 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.

(i)      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 legalisation relating to Foreign
                  Subsidiaries; or

         (iii)    in the case of any 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.

(j)      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.

22.2     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.

23.      FEES

23.1     ARRANGEMENT FEE

         The Company shall on the date which is five days after the date of this
         Agreement pay to the Mandated Lead Arrangers an arrangement fee in the
         amount agreed in the Arrangement Fee Letter. This fee shall be
         distributed by the Mandated Lead Arrangers among the Banks in
         accordance with the arrangements agreed by the Mandated Lead Arrangers
         with the Banks prior to the date of this Agreement.
<PAGE>
                                      106


23.2     AGENT'S FEE

         The Company shall pay to the Facility Agent for its own account an
         agency fee in the amount agreed in the Agency Fee Letter. The agency
         fee is payable annually in advance. The first payment of this fee is
         payable on the date which is five 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 Bank a commitment
         fee in Euro computed at an annual percentage rate which is equal to 50
         per cent. of the then Applicable Margin on the undrawn, uncancelled
         amount of that Bank's Commitment during the Commitment Period. 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 Bank on the cancelled amount of its
         Commitment at the time the cancellation comes into effect.

23.4     UTILISATION FEE

(a)      The Company shall pay to the Facility Agent for the Banks a utilisation
         fee in Euro calculated on the aggregate amount of all Loans outstanding
         at a rate of zero point zero five per cent. (0.05%) per annum for each
         day on which the aggregate of all Loans then outstanding is greater
         than 50 per cent of the then Total Commitments.

(b)      For the purpose of this Clause 23.4, Loans are taken at their Original
         Euro Amount and accrued utilisation fee is payable quarterly in arrear
         and on the Final Maturity Date.

23.5     WAIVER FEES

(a)      Except as provided below, on 18th November, 2003 and each anniversary
         of that date (each such date being a "WAIVER FEE DATE"), the Obligors'
         Agent shall pay (or procure that there is paid) to the Facility Agent
         for each Consenting Bank a waiver fee in Euros computed at a rate of
         0.20 per cent. per annum on that Consenting Bank's Commitment or, if
         greater, its participation in the Loans, as at that Waiver Fee Date.

(b)      No waiver fee shall be payable on any Waiver Fee Date which falls on or
         after:

         (i)      the Final Maturity Date; or

         (ii)     (if earlier) the First Release Condition Date.

(c)      The waiver fee payable on the Waiver Fee Date immediately preceding the
         Final Maturity Date shall be adjusted pro rata according to the period
         from (and including) that Waiver Fee Date to (and including) the Final
         Maturity Date.

(d)      For the avoidance of doubt, no waiver fee will be payable with respect
         to the waiver requested on 4th April, 2003, except for a single payment
         as set out in the Restatement Agreement.
<PAGE>
                                      107


23.6     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 Company at the same time as it pays the relevant fee.

24.      EXPENSES

24.1     INITIAL AND SPECIAL COSTS

         The Company shall forthwith on demand pay the Facility Agent and the
         Mandated Lead Arrangers the amount of all duly documented and
         reasonable costs and expenses (including legal fees) incurred by either
         of them in connection with:

(a)      the negotiation, preparation, printing, syndication and execution of:

         (i)      this Agreement and any other documents referred to in this
                  Agreement; and

         (ii)     any other Finance Document (other than a Novation Certificate)
                  executed after the date of this Agreement; and

(b)      any amendment, waiver, consent or suspension of rights (or any proposal
         for any of the foregoing) requested by or on behalf of a Borrower and
         relating to a Finance Document or a document referred to in any Finance
         Document.

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 Obligor's
         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;
<PAGE>
                                      108


         (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, the Obligor concerned shall forthwith on
                  demand pay to that Finance Party an amount in the contractual
                  currency equal to the deficit; and

         (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     OTHER INDEMNITIES

         The Company shall forthwith on demand indemnify each Finance Party
         against any loss or liability which that Finance Party incurs as a
         consequence of:

(a)      the occurrence of any Event of Default;

(b)      the operation of Clause 20.15 (Acceleration) or Clause 32 (Pro Rata
         Sharing);

(c)      any payment of principal or an overdue amount being received from any
         source otherwise than on the last day of a relevant Interest Period or
         Designated Interest Period (as defined in Clause 9.4 (Default
         interest)) relative to the amount so received; or

(d)      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.

         The Company's 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.

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, prima facie 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.
<PAGE>
                                      109


27.3     CALCULATIONS

         Interest (including, if relevant to its calculation, any Mandatory
         Cost) and the fees payable under Clauses 23.3 (Commitment fee) and 23.4
         (Utilisation 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.

27.4     TAUX EFFECTIF GLOBAL

         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 (or, in relation to a Subsidiary Borrower or a
         Subsidiary Guarantor incorporated in France, dated on or about the date
         of the relevant Borrower Accession Deed or Guarantor Accession Deed as
         appropriate) from the Facility Agent to the Obligors' Agent
         substantially in the form set out in Schedule 5.

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 Banks. The Facility Agent may
         effect, on behalf of any Finance Party, an amendment or waiver
         permitted under this Clause.

(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 Facility Agent and
         each of the Banks:

         (i)      the definition of "MAJORITY BANKS" or "SUPER MAJORITY BANKS"
                  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 Banks under the
                  Finance Documents (including the Applicable Margin and any
                  fees payable under Clauses 23.3 (Commitment fee) and 23.4
                  (Utilisation fee));

         (iii)    an increase in a Bank's Commitment or the extension of the
                  Final Maturity Date;

         (iv)     a term of a Finance Document which expressly requires the
                  consent of the Banks;
<PAGE>
                                      110


         (v)      Clause 2.2 (Nature of Finance Party's rights and obligations),
                  Clause 29.1 (Transfers by Obligors), Clause 29.2 (Transfers by
                  Banks), Clause 29.4 (Accession of Subsidiary Borrower), Clause
                  29.5 (Accession of Subsidiary Guarantor), Clause 32 (Pro Rata
                  Sharing), Schedule 9 or this Clause 28; or

         (vi)     the release or discharge of any Obligor from its obligations
                  under the Finance Documents (other than in accordance with
                  Clause 29.4(c) (Accession of Subsidiary Borrower) or [Clause
                  29.5(c) (Accession of Subsidiary Guarantor)] or as otherwise
                  expressly agreed pursuant to the Finance Documents). Does not
                  appear on non-CS&M version

(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
         the Facility Agent may not be effected without the agreement of the
         Facility Agent.

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 Bank; 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.
<PAGE>
                                      111



         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 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 BANKS

(a)      A Bank (the "EXISTING BANK") may, subject to paragraph (b) below, at
         any time assign, transfer or novate any of its Commitment and/or rights
         and/or obligations under this Agreement to any third party (the "NEW
         BANK") in accordance with Clause 29.3 (Procedure for novations). A
         transfer of part of a Commitment must be in a minimum amount of at
         least E5,000,000.

(b)      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 Bank confirms to the Facility Agent and the Obligors'
                  Agent that it undertakes to be bound by the terms of this
                  Agreement as a Bank in form and substance satisfactory to the
                  Facility Agent. On the transfer becoming effective in this
                  manner the Existing Bank shall be relieved of its obligations
                  under this Agreement to the extent that they are transferred
                  to the New Bank.

(c)      On each occasion an Existing Bank assigns, transfers or novates any of
         its Commitment and/or rights and/or obligations under this Agreement,
         the New Bank shall, on the date the assignment, transfer and/or
         novation takes effect, pay to the Facility Agent for its own account a
         fee of E1,500 (without, for the avoidance of doubt, any right to
         reimbursement by any Obligor).

(d)      An Existing Bank is not responsible to a New Bank 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

         (iii)    the accuracy of any statements (whether written or oral) made
                  in or in connection with any Finance Document.

(e)      Each New Bank confirms to the Existing Bank 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
                  respective related entities in connection with its
                  participation in this Agreement and has not relied exclusively
                  on any information provided to it by the Existing Bank in
                  connection with any Finance Document; and
<PAGE>
                                      112


         (ii)     will continue to make its own independent appraisal of the
                  creditworthiness of the Obligors and their respective related
                  entities while any amount is or may be outstanding under this
                  Agreement or any Commitment is in force.

(f)      Nothing in any Finance Document obliges an Existing Bank to:

         (i)      accept a re-transfer from a New Bank of any of the Commitment
                  and/or rights and/or obligations assigned, transferred or
                  novated under this Clause; or

         (ii)     support any losses incurred by the New Bank by reason of the
                  non-performance by any Obligor of its obligations under the
                  Finance Documents or otherwise.

(g)      Any reference in this Agreement to a Bank includes a New Bank but
         excludes a Bank 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.

(h)      In the case of an assignment, the Existing Bank and the New Bank shall
         ensure that the relevant transfer agreement is notified by bailiff
         ("huissier") to any Obligor incorporated in France in accordance with
         Article 1690 of the French Civil Code.

29.3     PROCEDURE FOR NOVATIONS

(a)      A novation is effected if:

         (i)      the Existing Bank and the New Bank deliver to the Facility
                  Agent a duly completed certificate, substantially in the form
                  of Schedule 4 (a "NOVATION CERTIFICATE"); and

         (ii)     the Facility Agent executes it.

(b)      Each Party (other than the Existing Bank and the New Bank) irrevocably
         authorises the Facility Agent and the Security 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 Bank and the other Parties (the "EXISTING
                  PARTIES") will be released from their obligations to each
                  other (the "DISCHARGED OBLIGATIONS");

         (ii)     the New Bank 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 Bank instead of the Existing Bank;

         (iii)    the rights of the Existing Bank against the existing Parties
                  and vice versa (the "DISCHARGED rights") will be cancelled;
                  and

         (iv)     the New Bank 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
                  Bank instead of the Existing Bank,
<PAGE>
                                      113

         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
         all guarantees and security given under or in connection with the
         Finance Documents are preserved for the benefit of the New Bank.

(e)      The Parties agree that notwithstanding any assignment, transfer or
         novation by a Finance Party under this Clause 29, all the rights of the
         Finance Parties against the Guarantors under this Agreement (including,
         without limitation, rights assigned, transferred or novated) shall be
         maintained and the Guarantors' obligations under this Agreement shall
         benefit each New Bank.

(f)      Each New Bank agrees to be bound by the Security Sharing Agreement and
         the VE Share Pledge and Escrow Agreement (as an "Existing Secured
         Creditor" and a "Financial Party Y" respectively) and authorises the
         Facility Agent to deliver any confirmations and/or accession agreements
         on its behalf under those agreements and to take any other action which
         it considers appropriate so that the New Bank assumes rights and
         obligations of the Existing Bank under those agreements which
         correspond to the rights and obligations the subject of the Novation
         Certificate.

29.4     ACCESSION OF SUBSIDIARY BORROWER

(a)      (i)      A direct or indirect Subsidiary of the Company approved in
                  writing by the Facility Agent acting on the instructions of
                  all the Banks, may become a Subsidiary Borrower by delivering
                  to the Facility Agent a Borrower Accession Deed, duly executed
                  by that company.

         (i)      Upon execution and delivery of a Borrower Accession Deed and
                  delivery of the documents specified in paragraph (iii) below,
                  that Subsidiary will become a Subsidiary Borrower.

         (ii)     The Company shall procure that, at the same time as the
                  Borrower Accession Deed 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 execution of a Borrower Accession Deed constitutes confirmation by
         the Subsidiary concerned that the representations and warranties set
         out in Clause 17 (Representations and Warranties) to be made by it on
         the date of the Borrower Accession Deed are correct, as if made with
         reference to the facts and circumstances then existing.

(c)      The Obligors' Agent may, by notice to the Facility Agent, request that
         any Subsidiary Borrower be discharged from its obligations under the
         Finance Documents. If the Facility Agent is satisfied that no amounts
         then are due, or may become due, from that Subsidiary Borrower it shall
         notify the Obligors' Agent to that effect and on the date of the
         Facility Agent's notice the Subsidiary Borrower concerned shall cease
         to be party to this Agreement and shall cease to have any obligations
         or rights under the Finance Documents. The Facility
<PAGE>
                                      114



         Agent shall notify the Banks of each Subsidiary Borrower that ceases to
         be a party to this Agreement pursuant to this paragraph (c).

29.5     ACCESSION OF SUBSIDIARY GUARANTOR

(a)      (i)      A direct or indirect Subsidiary of the Company, which is
                  either (A) approved in writing by the Facility Agent acting on
                  the instructions of all the Banks or (B) required under this
                  Agreement to become a Guarantor, may become a Subsidiary
                  Guarantor by delivering to the Facility Agent a Guarantor
                  Accession Deed, duly executed by that company.

         (ii)     Upon execution and delivery of a Guarantor Accession Deed and
                  delivery of the documents specified in paragraph (iii) below,
                  that Subsidiary will become a Subsidiary Guarantor thereby
                  giving the guarantee and indemnity contained in Clause 16
                  (Guarantee).

         (iii)    The Company shall procure that, at the same time as the
                  Guarantor Accession Deed is delivered to the Facility Agent,
                  there is also delivered to the Facility Agent all those other
                  documents listed in Part 3 of Schedule 2, in each case in form
                  and substance satisfactory to the Facility Agent.

(b)      The execution of a Guarantor Accession Deed constitutes confirmation by
         the Subsidiary concerned that the representations and warranties set
         out in Clause 17 (Representations and Warranties) to be made by it on
         the date of the Guarantor Accession Deed are correct, as if made with
         reference to the facts and circumstances then existing.

29.6     REFERENCE BANKS

         If a Reference Bank (or, if a Reference Bank is not a Bank, the Bank of
         which it is an Affiliate) ceases to be a Bank, the Facility Agent shall
         (in consultation with the Obligors' Agent) appoint another Bank or an
         Affiliate of a Bank to replace that Reference Bank.

29.7     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.

30.      DISCLOSURE OF INFORMATION

         A Bank may disclose to one of its Affiliates or any person with whom it
         is proposing to enter, or has entered into, any kind of transfer,
         participation or other agreement in relation to this Agreement:

(a)      a copy of any Finance Document; and

(b)      any information which that Bank has acquired under or in connection
         with any Finance Document,
<PAGE>
                                      115



         provided that prior to making any such disclosure a Bank shall obtain a
         written confidentiality undertaking (substantially in the form of
         Schedule 7 together with such amendments as the Bank shall reasonably
         consider necessary) with respect to the information to be disclosed.

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 the Obligor concerned under Clause 11
                  (Payments) and shall pay the redistribution to the Finance
                  Parties (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 Borrower owe the
                  recovering Finance Party a debt which is equal to the
                  redistribution, immediately payable and of the type originally
                  discharged.
<PAGE>
                                      116


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 the
         Obligor concerned 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.
<PAGE>
                                      117


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
         France

         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
         DEFI/ATM/LEV
<PAGE>
                                      118


         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
         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 Obligors' 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 and other information delivered
                  under Clauses 18.2 (Financial information) and 18.3
                  (Information - miscellaneous);

         (ii)     any communication (other than one which is intended to form
                  part of a contract) between an Obligor 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 an Obligor and
                  relating to a Finance Document or a document referred to in
                  any Finance Document; and

         (iii)    any other communication between an Obligor 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 Banks by letter or facsimile, that this Clause 35.3 shall
                  apply.

(b)      The Facility Agent will not, without the consent of the Majority Banks
         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 Bank'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)
<PAGE>
                                      119



                  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 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 an Obligor, 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 Banks 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
         Banks 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; and

         (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 days thereafter, be able to read and retrieve
                  a copy of the communication.
<PAGE>
                                      120


(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 Bank 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 Banks and the Obligors' Agent if:

         (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).
<PAGE>
                                      121


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 these courts.

37.2     SERVICE OF PROCESS

         Without prejudice to any other mode of service, each Obligor:

         (a)      irrevocably appoints Watson Farley Legal Services of 15 Appold
                  Street, London, EC2A 2HB as its agent for service of process
                  in relation to any proceedings before the English courts in
                  connection with any Finance Document;

         (b)      agrees that failure by a process agent to notify that Obligor
                  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 the person mentioned in
                  paragraph (a) above ceases to be effective, each Obligor shall
                  immediately appoint a further person in England to accept
                  service of process on its behalf in England and, failing such
                  appointment within 15 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 courts on grounds of
                  inconvenient forum or otherwise as regards proceedings in
                  connection with a Finance Document; and

         (b)      agrees that a judgment or order of an English court in
                  connection with a Finance Document is conclusive and binding
                  on it and may 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:
<PAGE>
                                      122


         (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;

         (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
         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.
<PAGE>
                                      123



                                   SCHEDULE 1

                                     PART 1

                              BANKS AND COMMITMENTS

<TABLE>
<CAPTION>
BANKS                                                                                       COMMITMENTS
                                                                                                (E)
<S>                                                                                         <C>
Barclays Bank PLC                                                                           225,000,000
Bayerische Landesbank Girozentrale                                                          225,000,000
BNP Paribas                                                                                 225,000,000
Credit Agricole Indosuez                                                                    225,000,000
Credit Lyonnais                                                                             225,000,000
Deutsche Bank Luxembourg S.A.                                                               225,000,000
Societe Generale                                                                            225,000,000
Sumitomo Mitsui Banking Corporation                                                         225,000,000
(Paris branch - E175,000,000, London branch - E50,000,000)
ABN AMRO Bank N.V.                                                                          150,000,000
BoA Netherlands Cooperatieve U.A.                                                           150,000,000
The Bank of Tokyo-Mitsubishi, Ltd.                                                          150,000,000
Citibank International PLC, Succursale de Paris                                             150,000,000
Credit Commercial de France                                                                 150,000,000
Mizuho Financial Group - The Fuji Bank Limited, Paris Branch                                150,000,000
The Royal Bank of Scotland PLC                                                              150,000,000
Fleet Bank (Europe) Limited                                                                  50,000,000
Lloyds TSB Bank PLC                                                                          50,000,000
Natexis Banques Populaires                                                                   50,000,000
                                                                                            -----------
TOTAL COMMITMENTS                                                                          E3,000,000,000
                                                                                            -----------
</TABLE>
<PAGE>
                                      124



                                     PART 2

                               ORIGINAL GUARANTORS

NAME OF ORIGINAL GUARANTOR

Centenary Delta B.V.
Groupe Canal+ S.A.
Vivendi Communications North America, Inc.
Vivendi Telecom International S.A.
Vivendi Universal Publishing Acquisition Company
Vivendi Universal Holding I Corp.
Vivendi Universal Holding II Corp.
Vivendi Universal Holding IV Corp.
Vivendi Universal Games, Inc.
Vivendi Universal S.A.
Vivendi Universal US Holding Co.
<PAGE>
                                      125


                                   SCHEDULE 2

                                     PART 1

                         CONDITIONS PRECEDENT DOCUMENTS

                    TO BE DELIVERED BEFORE THE FIRST REQUEST

1.       A copy of the constitutional documents of the Company.

2.       An extract of the K-Bis of the Register of Commerce and Companies for
         the Company dated no more than one month prior to the date of this
         Agreement.

3.       A copy of an extract of a proces-verbal of the conseil d'administration
         of the Company evidencing the power of the President or Directeur
         General of the Company to enter into this Agreement on behalf of the
         Company.

4.       If this Agreement was signed on behalf of the Company and the Obligors'
         Agent by a person other than the President or the Directeur General of
         the Company and the Obligors' Agent, duly executed powers of attorney
         in favour of that person evidencing that that person has full authority
         to sign this Agreement on behalf of the Company and the Obligors'
         Agent.

5.       A specimen of the signature of each person authorised to sign this
         Agreement on behalf of the Company and the Obligors' Agent and to sign
         and/or despatch all documents and notices to be signed and/or
         despatched by the Company and the Obligors' Agent under or in
         connection with this Agreement.

6.       A certificate of the Chief Financial Officer or Deputy Financial
         Officer of the Company confirming that utilisation of the facility in
         full would not cause any borrowing limit binding on the Company to be
         exceeded.

7.       A copy of the Original Group Accounts together with a reconciliation
         certificate signed by the Company's auditors demonstrating the
         difference between those accounts and the same accounts had they been
         prepared in accordance with accounting principles and practices
         generally accepted in the U.S.A., consistently applied and a
         certificate from an authorised signatory of the Company listing the
         Material Subsidiaries as at the date of this Agreement.

8.       Evidence that the process agent referred to in Clause 37.2 (Service of
         process) has accepted its appointment for the purposes of that Clause.

9.       Payment in full of all fees (including legal fees) due in relation to
         this Agreement (or authorisation from the Company to the Facility Agent
         to deduct the amount of all such fees from the proceeds of the first
         Loan).

10.      A copy of any other authorisation or other document, opinion or
         assurance which the Facility Agent considers to be necessary or
         desirable in connection with the entry into and performance of, and the
         transactions contemplated by, any Finance Document or for the validity
         and enforceability of any Finance Document.
<PAGE>
                                      126


11.      A certificate signed by the Chief Executive Officer, the Chief
         Financial Officer or the Deputy Chief Financial Officer of the Company
         setting out in reasonable detail computations establishing compliance
         with the financial covenants in Clauses 19.3 (Interest Cover Ratio) and
         19.4 (Debt Payout Ratio) in respect of the financial year of the
         Company ending 31st December, 2001 and confirming that as at the end of
         that financial year it was in compliance with Clauses 18.8 (Negative
         pledge) and 18.16 (Subsidiary Debt).

12.      A certificate of an authorised signatory of the Company certifying that
         each copy document delivered under this Part of this Schedule is
         correct, complete and in full force and effect as at a date no earlier
         than the date of this Agreement.

13.      A certificate of the auditors of the Company confirming that the
         execution by the Company of this Agreement constitutes the entry by the
         Company into a "convention courante conclue a des conditions normales"
         for the purposes of Article L225-87 of the French Commercial Code.

14.      (a)      A legal opinion of the Paris office of legal advisers in
                  France to the Company, addressed to the Finance Parties; and

         (b)      a legal opinion of Allen & Overy, legal advisers as to English
                  law to the Facility Agent, addressed to the Finance Parties.
<PAGE>
                                      127

                                     PART 2

           TO BE DELIVERED FOR THE ACCESSION OF A SUBSIDIARY BORROWER

1.       A Borrower Accession Deed, duly executed by the relevant Subsidiary
         Borrower.

2.       A copy of the memorandum and articles of association and certificate of
         incorporation (or other equivalent constitutional documents) of the
         relevant Subsidiary Borrower and the Company (or, in the case of the
         Company, a certificate signed by an authorised signatory of the Company
         certifying that the Company's constitutional documents delivered in
         respect of the Company under Schedule 1 remain in full force and effect
         and are up to date).

3.       An extract of the K-Bis of the Register of Commerce and Companies for
         the Subsidiary Borrower dated no more than one month prior to the date
         of the Borrower Accession Deed.

4.       If necessary, a copy of a resolution of the board of directors of the
         relevant Subsidiary Borrower:

         (i)      approving the terms of, and the transactions contemplated by,
                  the Borrower Accession Deed;

         (ii)     authorising a specified person or persons to execute the
                  Borrower Accession Deed on its behalf; and

         (iii)    authorising a specified person or persons, on its behalf, to
                  sign and/or despatch all documents to be signed and/or
                  despatched by it under or in connection with the Finance
                  Documents.

5.       A certificate of the Chief Financial Officer or Deputy Chief Financial
         Officer of the relevant Subsidiary Borrower certifying that the
         borrowing of its Subsidiary Borrower Limit in full would not cause any
         borrowing limit binding on it to be exceeded.

6.       A copy of the Subsidiary Borrower's most recent audited accounts.

7.       A specimen of the signature of each person authorised by the
         resolutions referred to in paragraphs 4 above.

8.       A certificate of an authorised signatory of the relevant Subsidiary
         Borrower and the Company certifying that each copy document specified
         in this Part of this Schedule is correct, complete and in full force
         and effect as at a date no earlier than the date of the Borrower
         Accession Deed.

9.       If the Subsidiary Borrower is incorporated in France, a letter dated on
         or about the date of the relevant Borrower Accession Deed between the
         Facility Agent and the Obligor's Agent substantially in the form of
         Schedule 5.

10.      (a)      A legal opinion of Allen & Overy, legal advisers as to English
                  law to the Facility Agent, addressed to the Finance Parties;
                  and
<PAGE>
                                      128


         (b)      a legal opinion from the Subsidiary Borrower's external legal
                  advisers in the jurisdiction of its incorporation, addressed
                  to the Finance Parties.

11.      A copy of any other authorisation or other document, opinion or
         assurance which the Facility Agent reasonably considers to be necessary
         in connection with the entry into and performance of, and the
         transactions contemplated by, the Borrower Accession Deed or for the
         validity and enforceability of any Finance Document.


<PAGE>
                                      129



                                     PART 3

           TO BE DELIVERED FOR THE ACCESSION OF A SUBSIDIARY GUARANTOR

1.       A Guarantor Accession Deed, relevant Subordination Agreement, Accession
         Agreements and Security Documents duly executed by the Subsidiary
         Guarantor (and, if relevant, any limitation language contained in such
         Guarantor Accession Deed has been agreed by legal counsel to the
         Facility Agent).

2.       A certified copy of a resolution of the board of directors of each
         Subsidiary Guarantor approving the terms of, and the transactions
         contemplated by the Finance Documents to which it is a party and
         resolving that it execute each such Finance Document and authorising an
         authorised signatory of such Subsidiary Guarantor to execute
         respectively on its behalf all the Finance Documents to which it is a
         party.

3.       A copy of a resolution signed by all of the holders of the issued or
         allotted share capital in each Subsidiary Guarantor approving the term
         of, and the transactions contemplated by, the Finance Documents.

4.       A copy of:

         (a)      the tax certificate; and

         (b)      the certificate of good standing,

         in respect of each Subsidiary Guarantor incorporated or organised in
         the United States of America in each case.

5.       This Agreement duly executed by the Chairman and Chief Executive
         Officer or a duly authorised signatory of each Subsidiary Guarantor.

6.       A specimen of the signature of each person authorised to sign this
         Agreement on behalf of each Subsidiary Guarantor to sign and/or
         despatch all documents and notices to be signed and/or despatched by an
         Subsidiary Guarantor under or in connection with this Agreement.

7.       A certificate of a director of the Subsidiary Guarantor certifying that
         the guarantee under this Agreement would not cause any guaranteeing
         limit binding on it to be exceeded.

8.       A copy of any other authorisation or other document, opinion or
         assurance which the Agent considers to be necessary or desirable in
         connection with the entry into and performance of, and the transactions
         contemplated by, the Guarantor Accession Deed or for the validity and
         enforceability of any Finance Document.

9.       A specimen of the signature of each person authorised by the
         resolutions referred to in paragraphs (2) and (3) above.

10.      If available, a copy of the latest audited accounts of the Subsidiary
         Guarantor.
<PAGE>
                                      130


11.      A certificate of an authorised signatory of the Subsidiary Guarantor
         certifying that each copy document specified in Part 3 of this Schedule
         2 is correct, complete and in full force and effect as at a date no
         earlier than the date of the Guarantor Accession Deed.

12.      If the Subsidiary Guarantor is incorporated in France, a letter dated
         on or about the date of the relevant Guarantor Accession Deed between
         the Facility Agent and the Obligor's Agent substantially in the form of
         Schedule 5.

13.      A legal opinion of the legal advisers to the Subsidiary Guarantor
         acceptable to and addressed to the Finance Parties.

14.      Evidence that all costs and expenses payable by the Company in respect
         of the Accession Agreement have been paid.

15.      Evidence that the Subsidiary Guarantor has appointed an agent for
         service of process in England and US and that such agent has accepted
         its appointment.
<PAGE>
                                      131

                                   SCHEDULE 3

                                 FORM OF REQUEST

To:      [SOCIETE GENERALE] as Facility Agent

From:    VIVENDI UNIVERSAL S.A.

                                                               Date: [      ]


     VIVENDI UNIVERSAL S.A. - E3,000,000,000 MULTICURRENCY REVOLVING CREDIT
                  FACILITY DATED 15TH MARCH, 2002 (AS AMENDED)

1.       We request the making of a Loan as follows:

         (a)      Borrower:         [                         ]

         (b)      Drawdown Date: [                              ]

         (c)      Original Euro Amount: E[                              ]

         (d)      Currency: [                                ](1)+

         (e)      Interest Period: [                             ]

         (f)      Payment instructions: [                               ]

2.       We confirm that each condition specified in Clause 4.2 (Further
         conditions precedent) is satisfied on the date of this Request and
         repeat as if set out in this Request, the Representations and
         Warranties contained in Clause 17 (Representations and Warranties).

By:

VIVENDI UNIVERSAL S.A. (as Obligors' Agent)
Authorised Signatory



---------------

         (1)      For a Subsidiary Borrower all Loans must be in the currency in
                  which its Subsidiary Borrower Limit is expressed
<PAGE>
                                      132


                                   SCHEDULE 4

                          FORM OF NOVATION CERTIFICATE

To:      [SOCIETE GENERALE] as Facility Agent

From:    [THE EXISTING BANK] and [THE NEW BANK]                     Date:[  ]

VIVENDI UNIVERSAL S.A. - E3,000,000,000 MULTICURRENCY REVOLVING CREDIT FACILITY
                      DATED 15TH MARCH, 2002 (AS AMENDED)

We refer to Clause 29.3 (Procedure for novations).

1.       We [ ] the ("EXISTING BANK") and [ ] the ("NEW BANK") agree to the
         Existing Bank and the New Bank novating the Existing Bank's Commitment
         (or part) and/or rights and obligations referred to in the Schedule in
         accordance with Clause 29.3 (Procedure for novations).

2.       The specified date for the purposes of Clause 29.3(c) (Procedure for
         novations) is [date of novation].

3.       From this date, the New Bank will:

         (a)      be bound by the Finance Documents as a Bank;

         (b)      become a party to the Security Sharing Agreement as a Secured
                  Creditor thereunder and be bound accordingly;

         (c)      become a party to the Subordination Agreements as an Existing
                  Lender thereunder and be bound accordingly;

         (d)      become a party to the VE Share Pledge and Escrow Agreement, in
                  the capacity or capacities in which the Existing Bank was a
                  party to that agreement, and be bound accordingly; and

         (e)      become a party to each Security Document to which the Existing
                  Bank was a party, in the capacity in which the Existing Bank
                  was a party to that Security Document, and be bound
                  accordingly.

4.       The Facility Office, address for notices and payment details of the New
         Bank for the purposes of Clause 35.2 (Addresses for notices) are set
         out in the attached Schedule.

5.       For the purposes of Article 1278 et seq. of the French Civil Code, the
         Parties agree that all guarantees and security given under or in
         connection with the Finance Documents shall be preserved for the
         benefit of the New Bank.

6.       This Novation Certificate is governed by English law.
<PAGE>
                                      133


                                  THE SCHEDULE
                              (to the certificate)


A.       COMMITMENT/RIGHTS AND OBLIGATIONS TO BE NOVATED

         [Insert relevant details]

B.       ADMINISTRATIVE DETAILS

1.       DOCUMENTATION

The legal name of our institution, address for notices, Facility Office and
contact details of the individual who will be responsible for the operational
aspects of the Facility (e.g., Requests, Drawdowns, interest payments, etc).

Name:
Address:
Facility Office:
Attention:
Tel no:
Fax no:
E-mail:

2.       CREDIT MATTERS

The details of the individual who will be responsible for the credit aspects of
the Facility

Name:
Attention:
Address:
Tel no:
Fax no:
E-mail:

3.       PAYMENT DETAILS

FOR AMOUNTS IN EURO

Bank Name:
Address:
Account Name:
Swift Code
Account Number:
Reference:
Contact Name:

FOR AMOUNTS IN U.S. DOLLARS

Bank Name:
Address:
Account Name:
Swift Code
Account Number:
<PAGE>
                                      134


Reference:
Contact Name:

FOR AMOUNTS IN STERLING

Bank Name:
Address:
Account Name:
Swift Code
Account Number:
Reference:
Contact Name:

FOR AMOUNTS IN JAPANESE YEN

Bank Name:
Address:
Account Name:
Swift Code
Account Number:
Reference:
Contact Name:

EXECUTION

[Existing Bank]

By:

Date:

[New Bank]

By:

Date:

[FACILITY AGENT]                                     [SECURITY AGENT]

By:                                                  By:

Date:                                                Date:
<PAGE>
                                      135

                                   SCHEDULE 5

                          EFFECTIVE GLOBAL RATE LETTER

To:      Vivendi Universal S.A. (as Obligors' Agent)
         [Seat, number and address]

Date:    [              ], 2002


Dear Sirs,

SUBJECT: E3,000,000,000 MULTICURRENCY REVOLVING CREDIT FACILITY DATED 15TH
MARCH, 2002 (AS AMENDED, THE "AGREEMENT")

We refer to the Agreement between your company as borrower, guarantor and
Obligors' Agent, the Mandated Lead Arrangers and Banks (each as defined in the
Agreement) and Societe Generale as Facility Agent.

Terms defined in the Agreement shall bear the same meaning in this letter unless
otherwise defined in this letter.

This letter is signed in connection with [insert name of Subsidiary
Borrower/Subsidiary Guarantor]'s accession to the Agreement as a [Subsidiary
Borrower/Subsidiary Guarantor].(2)+

We confirm that:

1.       this is the letter referred to in Clause 27.4 (Taux Effectif Global) of
         the Agreement;

2.       the applicable effective global rate ("TAUX EFFECTIF GLOBAL") referred
         to in Clause 27.4 (Taux Effectif Global), calculated on the basis of a
         365 day year, is:

         -        for an Interest Period of one month and at EURIBOR rate of [
                  ]% per annum, [ ]% (i.e. a rate for such Interest Period (taux
                  de periode) of [ ]%);

         -        for an Interest Period of two months and at EURIBOR rate of [
                  ]% per annum, [ ]% (i.e. a rate for such Interest Period (taux
                  de periode) of [ ]%);

         -        for an Interest Period of three months and at EURIBOR rate of
                  [ ]% per annum, [ ]% (i.e. a rate for such Interest Period
                  (taux de periode) of [ ]%);

         -        for an Interest Period of six months and at EURIBOR rate of [
                  ]% per annum, [ ]% (i.e. a rate for such Interest Period (taux
                  de periode) of [ ]%).

         The above rates are given on an indicative basis and for information
         only, in order to comply with the provisions of article L.313-1 to
         L.313-6 of the French Code de la Consommation and on the basis (i) that
         drawdown for the full amount of the facility has been made in Euros on
         [date], (ii) that the EURIBOR rate, expressed as an annual rate, is as
         fixed on [DATE], (iii) [that the


---------------------

         (2)      Include for Subsidiary Borrower/Subsidiary Guarantor
                  incorporated in France
<PAGE>
                                      136

         Applicable Margin is the [maximum] applicable and (iv) ]of the
         commissions and various fees payable by you on the terms of the
         Agreement. Such rates shall not be binding on the Finance Parties.

We should be grateful if you would confirm your acceptance of the terms of this
letter by signing and returning to us the enclosed copy.

This letter is designated a Finance Document.

Yours faithfully,



.............................................
Societe Generale
as Facility Agent

We agree to the above.



.............................................
Vivendi Universal S.A. (as Obligors' Agent)
<PAGE>
                                      137

                                   SCHEDULE 6

                        CALCULATION OF THE MANDATORY COST

(a)      For the purpose of paragraph (a) of the definition of Mandatory Cost,
         the Mandatory Cost for a Bank with respect to its participation in a
         Loan is the rate calculated in accordance with paragraph (b) below and
         which is notified by that Bank to the Facility Agent not later than 15
         days prior to each anniversary of the date of this Agreement (or
         immediately prior to the Bank ceasing to be a Bank under this Agreement
         for any reason or in the event of cancellation of the Total Commitments
         in full). Mandatory Costs for the last 15 days of a year may be
         estimated or included in the following year's calculation.

(b)      For the purpose of paragraph (a) of the definition of Mandatory Cost,
         the Mandatory Cost for a Bank (if applicable to that Bank) shall be
         calculated by that Bank in accordance with the following formulae:

         in relation to a Loan denominated in Sterling:

                                   BY +S(Y - Z)+Fx0.01
                                   ____________________% per annum
                                          100-(B+S)

         in relation to any other Loan:

                                             Fx0.01
                                             ______% per annum
                                              300

         where on the day of application of the formula:

         B        is the percentage of the Bank's eligible liabilities (in
                  excess of any stated minimum) which the Bank of England
                  requires the Bank to hold on a non-interest-bearing deposit
                  account in accordance with its cash ratio requirements;

         Y        is LIBOR at or about 11.00 a.m. (London time) on the first day
                  of the relevant Interest Period;

         S        is the percentage of the Bank's eligible liabilities which the
                  Bank of England requires the Bank to place as a special
                  deposit;

         Z        is the interest rate per annum allowed by the Bank of England
                  on special deposits; and

         F        is the charge payable by the Bank to the Financial Services
                  Authority under the fees rules (but for this purpose
                  calculated by the Facility Agent in a notional basis as being
                  the average of the fee tariffs within fee block Category A1
                  (Deposit acceptors) of the fees rules, applying any applicable
                  discount and ignoring any minimum fee under the fees rules,
                  expressed in pounds per L1 million of the tariff base of the
                  Bank.

(c)      For the purposes of this Schedule 6:
<PAGE>
                                      138

         (i)      "ELIGIBLE LIABILITIES" and "SPECIAL DEPOSITS" have the
                  meanings given to them at the time of application of the
                  formula by the Bank of England;

         (ii)     "FEES RULES" means the then current rules on periodic fees in
                  the Supervision manual in the FSA Handbook; and

         (iii)    "TARIFF BASE" has the meaning given to it in the fees rules.

(d)      In the application of the first formula in paragraph (b), B, Y, S and Z
         are included in the formula as figures and not as percentages, e.g. if
         B = 0.5% and Y = 15%, BY is calculated as 0.5 x 15.

(e)     (i)      That formula is applied on the first day of the Interest
                 Period of the relevant Loan.

         (ii)    Each rate calculated in accordance with that formula is, if
                 necessary, rounded upward to four decimal places.

(f)      This element of Mandatory Cost is payable by the relevant Borrower on
         the fifth Business Day after each relevant notification under paragraph
         (a) above, or on the date on which a Bank ceases to be a Bank or on
         which the Total Commitments are cancelled in full, as the case may be.

(g)      If the Facility Agent determines that a change in circumstances has
         rendered, or will render, either formula inappropriate, the Facility
         Agent (after consultation with the Banks) shall notify the Borrower of
         the manner in which the relevant element of the Mandatory Cost will
         subsequently be calculated. The manner of calculation so notified by
         the Facility Agent shall, in the absence of manifest error, be binding
         on all the Parties.
<PAGE>
                                      139

                                   SCHEDULE 7

                       FORM OF CONFIDENTIALITY UNDERTAKING

                              [Letterhead of Bank]

VIVENDI UNIVERSAL S.A. - E3,000,000,000 MULTICURRENCY REVOLVING CREDIT FACILITY
           DATED 15TH MARCH, 2002 (AS AMENDED, THE "LOAN AGREEMENT")

                                                                          [DATE]

Dear Sirs

We refer to the Loan Agreement. Terms defined in the Loan Agreement shall have
the same meaning when used in this confidentiality undertaking unless otherwise
defined herein.

We understand that you are considering acquiring an interest in the Loan
Agreement (the "Acquisition"). In consideration of us agreeing to make available
to you certain information, by your signature of a copy of this letter you agree
as follows:

1.       CONFIDENTIALITY UNDERTAKING: you undertake (a) to keep the Confidential
         Information confidential and not to disclose it to anyone except as
         provided for by paragraph 2 below and to ensure that the Confidential
         Information is protected with security measures and a degree of care
         that would apply to your own confidential information, (b) to use the
         Confidential Information only in relation to deciding whether or not to
         enter into the Acquisition (the "PERMITTED PURPOSE"), (c) to use all
         reasonable endeavours to ensure that any person to whom you pass any
         Confidential Information (unless disclosed under paragraph 2(c) below)
         acknowledges and complies with the provisions of this letter as if that
         person were also a party to it, and (d) not to make enquiries of any
         member of the Group or any of their officers, directors, employees or
         professional advisers relating directly or indirectly to the
         Acquisition.

2.       PERMITTED DISCLOSURE: we agree that you may disclose Confidential
         Information:

         (a)      to your Holding Company, Subsidiaries and Affiliates (the
                  "PURCHASER GROUP") and their officers, directors, employees
                  and professional advisers to the extent necessary for the
                  Permitted Purpose and to any auditors of members of the
                  Purchaser Group;

         (b)      subject to the requirements of the Loan Agreement, to any
                  person to (or through) whom you assign or transfer (or may
                  potentially assign or transfer) all or any of the rights,
                  benefits and obligations which you may acquire under the Loan
                  Agreement with (or through) whom you enter into (or may
                  potentially enter into) any sub-participation in relation to,
                  or any other transaction under which payments are to be made
                  by reference to, the Loan Agreement or the Borrower or any
                  member of the Group so long as that person has delivered a
                  letter to you in equivalent form to this letter; and

         (c)      (i) where requested or required by any court of competent
                  jurisdiction or any competent judicial, governmental,
                  supervisory or regulatory body, (ii) where required by the
                  rules of any stock exchange on which the shares or other
                  securities of any member of the Purchaser Group are listed or
                  (iii) where required by the laws or
<PAGE>
                                      140

                  regulations of any country with jurisdiction over the affairs
                  of any member of the Purchaser Group.

3.       NOTIFICATION OF REQUIRED OR UNAUTHORISED DISCLOSURE: you agree (to the
         extent permitted by law) to inform us of the full circumstances of any
         disclosure under paragraph 2(c) or upon becoming aware that
         Confidential Information has been disclosed in breach of this letter.

4.       RETURN OF COPIES: if we so request in writing, you shall return all
         Confidential Information supplied to you by us and destroy or
         permanently erase all copies of Confidential Information made by you
         and use all reasonable endeavours to ensure that anyone to whom you
         have supplied any Confidential Information destroys or permanently
         erases such Confidential Information and any copies made by them, in
         each case save to the extent that you or the recipients are required to
         retain any such Confidential Information by any applicable law, rule or
         regulation or by any competent judicial, governmental, supervisory or
         regulatory body or in accordance with internal policy, or where the
         Confidential Information has been disclosed under paragraph 2(c) above.

5.       CONTINUING OBLIGATIONS: the obligations in this letter are continuing
         and, in particular, shall survive the termination of any discussions or
         negotiations between you and us. Notwithstanding the previous sentence,
         the obligations in this letter shall cease (a) if you become a party to
         or otherwise acquire (by assignment or sub-participation) an interest,
         direct or indirect, in the Loan Agreement or (b) twelve months after
         you have returned all Confidential Information supplied to you by us
         and destroyed or permanently erased all copies of Confidential
         Information made by you (other than any such Confidential Information
         or copies which have been disclosed under paragraph 2 above (other than
         sub-paragraph 2(a)) or which, pursuant to paragraph 4 above, are not
         required to be returned or destroyed).

6.       NO REPRESENTATION; CONSEQUENCES OF BREACH, ETC: you acknowledge and
         agree that:

         (a)      neither we, nor any member of the Group nor any of our or
                  their respective officers, employees or advisers (each a
                  "RELEVANT PERSON") (i) make any representation or warranty,
                  express or implied, as to, or assume any responsibility for,
                  the accuracy, reliability or completeness of any of the
                  Confidential Information or any other information supplied by
                  us or the assumptions on which it is based or (ii) shall be
                  under any obligation to update or correct any inaccuracy in
                  the Confidential Information or any other information supplied
                  by us or be otherwise liable to you or any other person in
                  respect to the Confidential Information or any such
                  information; and

         (b)      we or members of the Group may be irreparably harmed by the
                  breach of the terms hereof and damages may not be an adequate
                  remedy; each Relevant Person may be granted an injunction or
                  specific performance for any threatened or actual breach of
                  the provisions of this letter by you.

7.       NO WAIVER; AMENDMENTS, ETC: this letter sets out the full extent of
         your obligations of confidentiality owed to us in relation to the
         information the subject of this letter. No failure or delay in
         exercising any right, power or privilege hereunder will operate as a
         waiver thereof nor will any single or partial exercise of any right,
         power or privilege preclude any further
<PAGE>
                                      141

         exercise thereof or the exercise of any other right, power or
         privileges hereunder. The terms of this letter and your obligations
         hereunder may only be amended or modified by written agreement between
         us.


8.       INSIDE INFORMATION: you acknowledge that some or all of the
         Confidential Information is or may be price-sensitive information and
         that the use of such information may be regulated or prohibited by
         applicable legislation relating to insider dealing and you undertake
         not to use any Confidential Information for any unlawful purpose.

9.       NATURE OF UNDERTAKINGS: the undertakings given by you under this letter
         are given to us and (without implying any fiduciary obligations on our
         part) are also given for the benefit of the Borrower and each other
         member of the Group.

10.      GOVERNING LAW AND JURISDICTION: this letter (including the agreement
         constituted by your acknowledgement of its terms) shall be governed by
         and construed in accordance with the laws of England and the parties
         submit to the non-exclusive jurisdiction of the English courts.

11.      DEFINITIONS: in this confidentiality undertaking, "Confidential
         Information" means any information relating to the Borrower, the Group,
         the Loan Agreement and/or the Acquisition provided to you by us or any
         of our Affiliates or advisers, in whatever form, and includes
         information given orally and any document, electronic file or any other
         way of representing or recording information which contains or is
         derived or copied from such information but excludes information that
         (a) is or becomes public knowledge other than as a direct or indirect
         result of any breach of this letter or (b) is known by you before the
         date the information is disclosed to you by us or any of our affiliates
         or advisers or is lawfully obtained by you thereafter, other than from
         a source which is connected with the Group and which, in either case,
         as far as you are aware, has not been obtained in violation of, and is
         not otherwise subject to, any obligation of confidentiality;

Please acknowledge your agreement to the above by signing and returning the
enclosed copy. Yours faithfully


.................................
For and on behalf of
[BANK]

We acknowledge and agree to the above


....................................
For and on behalf of
[                 ]
<PAGE>
                                      142


                                   SCHEDULE 8

                             BORROWER ACCESSION DEED

To:      [                    ] as Facility Agent

From:    [SUBSIDIARY BORROWER]

                                                              Date: [         ]

VIVENDI UNIVERSAL - E3,000,000,000 MULTICURRENCY REVOLVING CREDIT AGREEMENT
DATED 15TH MARCH, 2002 (AS AMENDED, THE "CREDIT AGREEMENT")


We refer to Clause 29.4 (Accession of Subsidiary Borrower). Terms defined in the
Credit Agreement have the same meaning in this Deed.

We, [name of company] of [Registered Office] (Registered no. [         ]) agree
to become a Subsidiary Borrower and to be bound by the terms of the Credit
Agreement as a Subsidiary Borrower in accordance with Clause 29.4 (Accession of
Subsidiary Borrower).

Our Subsidiary Borrower Limit is [          ](3)+.

Our address for notices for the purposes of Clause 35.2 (Addresses for notices)
is:

[

                                           ]

This Deed is governed by English law.

Executed as a deed by                        )   Director
[SUBSIDIARY BORROWER]                        )
acting by                                    )   Director/Secretary
and                                          )



[OBLIGOR'S AGENT]

By:

[FACILITY AGENT]

By:


------------------


         (3)      Currency must be Euro or an Optional Currency. Borrowings for
the Subsidiary Borrower are only permitted in the currency stated here.
<PAGE>
                                      143

                                   SCHEDULE 9

                            GUARANTOR ACCESSION DEED

To:      [                    ] as Facility Agent

From:    [SUBSIDIARY GUARANTOR]

                                                               Date: [         ]

VIVENDI UNIVERSAL - E3,000,000,000 MULTICURRENCY REVOLVING CREDIT AGREEMENT
DATED 15TH MARCH, 2002 (AS AMENDED, THE "CREDIT AGREEMENT")


We refer to Clause 29.5 (Accession of Subsidiary Guarantor). Terms defined in
the Credit Agreement have the same meaning in this Deed.

We, [name of company] of [Registered Office] (Registered no. [          ]) agree
to become a Subsidiary Guarantor and to be bound by the terms of the Credit
Agreement as a Subsidiary Guarantor in accordance with Clause 29.5 (Accession of
Subsidiary Guarantor).

Our address for notices for the purposes of Clause 35.2 (Addresses for notices)
is:

[

                                           ]

This Deed is governed by English law.

Executed as a deed by                        )   Director
[SUBSIDIARY GUARANTOR]                       )
acting by                                    )   Director/Secretary
and                                          )



[OBLIGOR'S AGENT]

By:

[FACILITY AGENT]

By:
<PAGE>
                                      144

                                   SCHEDULE 10

                               SECURITY DOCUMENTS

                                     PART 1

                           NON-U.S. SECURITY DOCUMENTS


1.       Vivendi Telecom International S.A. Share Pledge granted by Vivendi
         Universal S.A. (plus registre des mouvements de titres, the appropriate
         compte d'actionnaire, Declaration de gage, and Certificate of Pledge).

2.       Groupe Canal+ Share Pledge granted by Vivendi Universal S.A. (plus
         registre des mouvements de titres, the appropriate compte
         d'actionnaire, Declaration de gage, and Certificate of Pledge).

3.       The VE Share Pledge and Escrow Agreement.

4.       Amendment Agreement to VE Share Pledge and Escrow Agreement dated on or
         about 7th February 2003.

5.       (a) Declaration de gage A,

         (b) Declaration de gage B.

6.       Cash Pooling Hub Security granted by Groupe Canal+.

7.       Cash Pooling Hub Security granted by Vivendi Telecom International S.A.

8.       Bank Account Pledge Agreement by Vivendi Universal S.A. with respect to
         Cash Pooling Hub Security and over Concentration Accounts with Societe
         Generale.

9.       Pledge of Financial Instruments Accounts from Vivendi Universal (and
         Declarations de gage relating to the accounts held by various banks).

10.      Security over secured Intra Group Loans, in the form of a Assignment of
         Receivables Agreement as required by the New Facility Agreement prior
         to delivery of the first Request thereunder.

11.      Deed of Pledge of Registered Shares Centenary Holding N.V.

12.      Charge over cash by Vivendi Universal S.A. (English law).

13.      Delegation of Claims Agreement between, inter alias, Group Canal+S.A.
         as Grantor, Studiocanal S.A. as Delegated Debtor and Societe Generale.

14.      Delegation of Claims Agreement between, inter alias, Group Canal + S.A.
         as Grantor, Canal + Finance S.A. as Delegated Debtor and Societe
         Generale.

15.      Deposit and Cash Collateral Agreement (Gage Especes).
<PAGE>
                                      145

16.      Charge on Cash from Groupe Canal+ (English law).

17.      Mortgage of Shares of Centenary Holding Limited from Vivendi Universal
         Holding II Corp. (English law).

18.      Bank Account Pledge Agreement by Vivendi Universal S.A. with respect to
         an account with Fortis Financial Markets (Belgian law).

19.      Amendment Agreement to VE Share Pledge and Escrow Agreement to be dated
         on or about 12th May, 2003.
<PAGE>
                                      146

                                     PART 2

                             U.S. SECURITY DOCUMENT

The Master Security Agreement (pledge and security agreement between the
Grantors (as defined therein) and Societe Generale as Security Agent).
<PAGE>
                                      147

                                   SIGNATORIES
                         (TO THE RESTATEMENT AGREEMENT)

OBLIGORS' AGENT

VIVENDI UNIVERSAL S.A.

By:

GUARANTORS

CENTENARY DELTA B.V.

By:


GROUPE CANAL+ S.A.

By:


VIVENDI COMMUNICATIONS NORTH AMERICA, INC.

By:

VIVENDI TELECOM INTERNATIONAL S.A.

By:


VIVENDI UNIVERSAL GAMES, INC.

By:


VIVENDI UNIVERSAL HOLDING I CORP.

By:


VIVENDI UNIVERSAL HOLDING II CORP.

By:
<PAGE>
                                      148


VIVENDI UNIVERSAL HOLDING IV CORP.

By:


VIVENDI UNIVERSAL S.A.

By:

VIVENDI UNIVERSAL PUBLISHING ACQUISITION COMPANY

By:



VIVENDI UNIVERSAL US HOLDINGS CO.

By: