EXCHANGE AND REGISTRATION RIGHTS AGREEMENT



 



Exhibit 4.4



Vivendi Universal S.A.


U.S. $935,000,000 9.25% Senior Notes due 2010

€ 325,000,000 9.5% Senior Notes due 2010



	
Exchange and Registration Rights Agreement





	 	April 8, 2003



Goldman Sachs International,

J.P. Morgan Securities Ltd.,

Banc of America Securities LLC,

Royal Bank of Scotland plc,

Citigroup Global Markets Limited
     (formerly
known as Salomon Brothers International Limited)

As representatives of the several Initial Purchasers
     named
in Schedule I to the Purchase Agreement

c/o Goldman Sachs International,

Peterborough Court,

133 Fleet Street,

London EC4A 2BB.


Ladies and Gentlemen:


     Vivendi Universal S.A., a société anonyme organized and validly existing
under the laws of the Republic of France (the “Company”), proposes to issue and
sell to the Initial Purchasers (as defined herein) upon the terms set forth in
the Purchase Agreement (as defined herein) an aggregate of $935,000,000
principal amount of the 9.25% Senior Notes due 2010 and an aggregate of €325,000,000 principal amount of the 9.5% Senior Notes due 2010. As an
inducement to the Initial Purchasers to enter into the Purchase Agreement and
in satisfaction of a condition to the obligations of the Initial Purchasers
thereunder, the Company agrees with the Initial Purchasers for the benefit of
holders (as defined herein) from time to time of the Registrable Securities (as
defined herein) as follows:


 






 


     1.     Certain Definitions. For purposes of this Exchange and Registration
Rights Agreement, the following terms shall have the following respective
meanings:



		
	 	     “Base Interest” shall mean the interest that would otherwise accrue
on each class of Securities under the terms thereof and the Indenture,
without giving effect to the provisions of this Agreement.
	 
	 	     The term “broker-dealer” shall mean any broker or dealer registered
with the Commission under the Exchange Act.
	 
	 	     “Closing Date” shall mean the date on which the Securities are
initially issued.
	 
	 	     “Commission” shall mean the United States Securities and Exchange
Commission, or any other federal agency at the time administering the
Exchange Act or the Securities Act, whichever is the relevant statute for
the particular purpose.
	 
	 	     “Effective Time,” in the case of (i) an Exchange Registration, shall
mean the time and date as of which the Commission declares the Exchange
Registration Statement effective or as of which the Exchange Registration
Statement otherwise becomes effective and (ii) a Shelf Registration,
shall mean the time and date as of which the Commission declares the
Shelf Registration Statement effective or as of which the Shelf
Registration Statement otherwise becomes effective.
	 
	 	     “Electing Holder” shall mean any holder of Registrable Securities
that has returned a completed and signed Notice and Questionnaire to the
Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.
	 
	 	     “Exchange Act” shall mean the Securities Exchange Act of 1934, or
any successor thereto, as the same shall be amended from time to time.
	 
	 	     “Exchange Offer” shall have the meaning assigned thereto in Section
2(a) hereof.
	 
	 	     “Exchange Registration” shall have the meaning assigned thereto in
Section 3(c) hereof.
	 
	 	     “Exchange Registration Statement” shall have the meaning assigned
thereto in Section 2(a) hereof.
	 
	 	     “Exchange Securities” shall have the meaning assigned thereto in
Section 2(a) hereof.
	 
	 	     The term “holder” shall mean each of the Initial Purchasers and
other persons who acquire Registrable Securities from time to time
(including any successors or assigns), in each case for so long as such
person owns any Registrable Securities.
	 
	 	     “Indenture” shall mean the Indenture, dated as of April 8, 2003,
between the Company and The Bank of New York, as Trustee, as the same
shall be amended from time to time, pursuant to which the Securities will
be issued.



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	 	     “Initial Purchasers” shall mean the Initial Purchasers named in
Schedule I to the Purchase Agreement.
	 
	 	     “Notice and Questionnaire” means a Notice of Registration Statement
and Selling Securityholder Questionnaire substantially in the form of
Exhibit A hereto.
	 
	 	     The term “person” shall mean a corporation, association,
partnership, organization, business, individual, government or political
subdivision thereof or governmental agency.
	 
	 	     “Purchase Agreement” shall mean the Purchase Agreement, dated as of
April 3, 2003, between the Initial Purchasers and the Company relating to
the Securities.
	 
	 	     “Registrable Securities” shall mean the Securities; provided,
however, that a Security shall cease to be a Registrable Security when
(i) in the circumstances contemplated by Section 2(a) hereof, the
Security has been exchanged for an Exchange Security in an Exchange Offer
as contemplated in Section 2(a) hereof (provided that any Exchange
Security that, pursuant to the last two sentences of Section 2(a), is
included in a prospectus for use in connection with resales by
broker-dealers shall be deemed to be a Registrable Security with respect
to Sections 5 and 7 until resale of such Registrable Security has been
effected within the 180-day period referred to in Section 2(a)); (ii) in
the circumstances contemplated by Section 2(b) hereof, a Shelf
Registration Statement registering such Security under the Securities Act
has been declared or becomes effective and such Security has been sold or
otherwise transferred by the holder thereof pursuant to and in a manner
contemplated by such effective Shelf Registration Statement; (iii) such
Security is sold pursuant to Rule 144 under circumstances in which any
legend borne by such Security relating to restrictions on transferability
thereof, under the Securities Act or otherwise, is removed by the Company
or pursuant to the Indenture; (iv) such Security is eligible to be sold
pursuant to paragraph (k) of Rule 144; or (v) such Security shall cease
to be outstanding.
	 
	 	     “Registration Default” shall have the meaning assigned thereto in
Section 2(c) hereof.
	 
	 	     “Registration Expenses” shall have the meaning assigned thereto in
Section 4 hereof.
	 
	 	     “Resale Period” shall have the meaning assigned thereto in Section
2(a) hereof.
	 
	 	     “Restricted Holder” shall mean (i) a holder that is an affiliate of
the Company within the meaning of Rule 405, (ii) a holder who acquires
Exchange Securities outside the ordinary course of such holder’s
business, (iii) a holder who has arrangements or understandings with any
person to participate in the Exchange Offer for the purpose of
distributing Exchange Securities and (iv) a holder that is a
broker-dealer, but only with respect to Exchange Securities received by
such broker-dealer pursuant to an Exchange Offer in exchange for
Registrable Securities acquired by the broker-dealer directly from the
Company.



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	 	     “Rule 144,” “Rule 405” and “Rule 415” shall mean, in each case, such
rule promulgated under the Securities Act (or any successor provision),
as the same shall be amended from time to time.
	 
	 	     “Securities” shall mean, collectively, the aggregate principal
amount of $935,000,000 9.25% Senior Notes due 2010 and the aggregate
principal amount of €325,000,000 9.5% Senior Notes due 2010 of the
Company to be issued and sold to the Initial Purchasers, and securities
issued in exchange therefor or in lieu thereof pursuant to the Indenture.
	 
	 	     “Securities Act” shall mean the Securities Act of 1933, or any
successor thereto, as the same shall be amended from time to time.
	 
	 	     “Shelf Registration” shall have the meaning assigned thereto in
Section 2(b) hereof.
	 
	 	     “Shelf Registration Statement” shall have the meaning assigned
thereto in Section 2(b) hereof.
	 
	 	     “Special Interest” shall have the meaning assigned thereto in
Section 2(c) hereof.
	 
	 	     “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, or
any successor thereto, and the rules, regulations and forms promulgated
thereunder, all as the same shall be amended from time to time.



     Unless the context otherwise requires, any reference herein to a “Section”
or “clause” refers to a Section or clause, as the case may be, of this Exchange
and Registration Rights Agreement, and the words “herein,” “hereof” and
“hereunder” and other words of similar import refer to this Exchange and
Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.


     2.     Registration Under the Securities Act.



		
	 	     (a) Except as set forth in Section 2(b) below, the Company agrees to
file under the Securities Act, as soon as practicable, but no later than
90 days after the Closing Date, a registration statement relating to an
offer to exchange (such registration statement, the “Exchange
Registration Statement”, and such offer, the “Exchange Offer”) any and
all of the Registrable Securities for a like aggregate principal amount
of debt securities issued by the Company, which debt securities are
substantially identical to the Securities (and are entitled to the
benefits of an indenture which is substantially identical to the
Indenture or is the Indenture and which has been qualified under the
Trust Indenture Act), except that they have been registered pursuant to
an effective registration statement under the Securities Act and do not
contain provisions for the additional interest contemplated in Section
2(c) below (such new debt securities hereinafter called “Exchange
Securities”). The Company agrees to use its reasonable best efforts to
cause the Exchange Registration Statement to become effective under the
Securities Act as soon as practicable, but no later than 240 days after
the Closing Date. The Exchange Offer will be registered under the
Securities Act on the appropriate form and will comply with all
applicable tender offer rules and regulations under the



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	 	Exchange Act. The Company further agrees to use its reasonable best
efforts to commence and complete the Exchange Offer promptly, but no
later than 30 days after such registration statement has become
effective, hold the Exchange Offer open for at least 30 days and exchange
Exchange Securities for all Registrable Securities that have been
properly tendered and not withdrawn on or prior to the expiration of the
Exchange Offer. The Exchange Offer will be deemed to have been
“completed” only if the debt securities received by holders other than
Restricted Holders in the Exchange Offer for Registrable Securities are,
upon receipt, transferable by each such holder without restriction under
the Securities Act and the Exchange Act and without material restrictions
under the blue sky or securities laws of a substantial majority of the
States of the United States of America. The Exchange Offer shall be
deemed to have been completed upon the earlier to occur of (i) the
Company having exchanged the Exchange Securities for all outstanding
Registrable Securities pursuant to the Exchange Offer and (ii) the
Company having exchanged, pursuant to the Exchange Offer, Exchange
Securities for all Registrable Securities that have been properly
tendered and not withdrawn before the expiration of the Exchange Offer,
which shall be on a date that is at least 30 days following the
commencement of the Exchange Offer. The Company agrees (x) to include in
the Exchange Registration Statement a prospectus for use in any resales
by any holder of Exchange Securities that is a broker-dealer and (y) to
keep such Exchange Registration Statement effective for a period (the
“Resale Period”) beginning when Exchange Securities are first issued in
the Exchange Offer and ending upon the earlier of the expiration of the
180th day after the Exchange Offer has been completed or such time as
such broker-dealers no longer own any Registrable Securities. With
respect to such Exchange Registration Statement, such holders shall have
the benefit of the rights of indemnification and contribution set forth
in Sections 5(a), (c), (d) and (e) hereof.
	 
	 	     (b) If (i) on or prior to the time the Exchange Offer is completed
existing Commission interpretations are changed such that the debt
securities received by holders other than Restricted Holders in the
Exchange Offer for Registrable Securities are not or would not be, upon
receipt, transferable by each such holder without restriction under the
Securities Act, (ii) the Exchange Offer has not been completed within 270
days following the Closing Date or (iii) the Exchange Offer is not
available to any holder of the Securities and such holder provides notice
to the Company, the Company shall, in lieu of (or, in the case of clause
(iii), in addition to) conducting the Exchange Offer contemplated by
Section 2(a), file under the Securities Act as soon as practicable, but
no later than the later of 45 days after the time such obligation to file
arises, a “shelf” registration statement providing for the registration
of, and the sale on a continuous or delayed basis by the holders of, all
of the Registrable Securities, pursuant to Rule 415 or any similar rule
that may be adopted by the Commission (such filing, the “Shelf
Registration” and such registration statement, the “Shelf Registration
Statement”). The Company agrees to use its reasonable best efforts (x) to
cause the Shelf Registration Statement to become or be declared effective
no later than 90 days after such Shelf Registration Statement is filed
and to keep such Shelf Registration Statement continuously effective for
a period ending on the earlier of the second anniversary of the Effective
Time or such time as there are no longer any Registrable Securities
outstanding, provided, however, that no holder shall be entitled to be
named as a selling securityholder in the Shelf Registration Statement or
to use the prospectus forming a part thereof for resales of Registrable
Securities unless such holder is an Electing Holder, and (y) after the
Effective Time of the Shelf Registration Statement,



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	 	promptly upon the request of any holder of Registrable Securities
that is not then an Electing Holder, to take any action reasonably
necessary to enable such holder to use the prospectus forming a part
thereof for resales of Registrable Securities, including, without
limitation, any action necessary to identify such holder as a selling
securityholder in the Shelf Registration Statement, provided, however,
that nothing in this Clause (y) shall relieve any such holder of the
obligation to return a completed and signed Notice and Questionnaire to
the Company in accordance with Section 3(d)(iii) hereof. During the time
the Company is required to keep such Shelf Registration Statement
continuously effective as set forth above, the Company further agrees to
supplement or make amendments to the Shelf Registration Statement, as and
when required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Shelf Registration
Statement or by the Securities Act or rules and regulations thereunder
for shelf registration, and the Company agrees to furnish to each
Electing Holder copies of any such supplement or amendment prior to its
being used or promptly following its filing with the Commission.
	 
	 	     (c) In the event that (i) the Company has not filed the Exchange
Registration Statement or Shelf Registration Statement on or before the
date on which such registration statement is required to be filed
pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange
Registration Statement or Shelf Registration Statement has not become
effective or been declared effective by the Commission on or before the
date on which such registration statement is required to become or be
declared effective pursuant to Section 2(a) or 2(b), respectively, or
(iii) the Exchange Offer has not been completed within 30 days after the
initial effective date of the Exchange Registration Statement relating to
the Exchange Offer (if the Exchange Offer is then required to be made) or
(iv) any Exchange Registration Statement or Shelf Registration Statement
required by Section 2(a) or 2(b) hereof is filed and declared effective
but shall thereafter either be withdrawn by the Company or shall become
subject to an effective stop order issued pursuant to Section 8(d) of the
Securities Act suspending the effectiveness of such registration
statement (except as specifically permitted herein) without being
succeeded immediately by an additional registration statement filed and
declared effective (each such event referred to in clauses (i) through
(iv), a “Registration Default” and each period during which a
Registration Default has occurred and is continuing, a “Registration
Default Period”), then, as liquidated damages for such Registration
Default, subject to the provisions of Section 9(b), special interest
(“Special Interest”), in addition to the Base Interest, shall accrue on
each of the four classes of Securities at a per annum rate of 0.25% for
the first 90 days of the Registration Default Period, at a per annum rate
of 0.50% for the second 90 days of the Registration Default Period, at a
per annum rate of 0.75% for the third 90 days of the Registration Default
Period and at a per annum rate of 1.0% thereafter for the remaining
portion of the Registration Default Period.
	 
	 	     (d) The Company shall take all actions reasonably necessary or
advisable to be taken by it to ensure that the transactions contemplated
herein are effected as so contemplated.
	 
	 	     (e) Any reference herein to a registration statement as of any time
shall be deemed to include any document incorporated, or deemed to be
incorporated, therein by reference as of such time and any reference
herein to any post-effective amendment to a registration statement as of
any time shall be deemed to include any document



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	 	incorporated, or deemed to be incorporated, therein by reference as
of such time.



     3.     Registration Procedures.


     If the Company files a registration statement pursuant to Section 2(a) or
Section 2(b), the following provisions shall apply:



		
	 	     (a) At or before the Effective Time of the Exchange Offer or the
Shelf Registration, as the case may be, the Company shall qualify the
Indenture under the Trust Indenture Act of 1939.
	 
	 	     (b) In the event that such qualification would require the
appointment of a new trustee under the Indenture, the Company shall
appoint a new trustee thereunder pursuant to the applicable provisions of
the Indenture.
	 
	 	     (c) In connection with the Company’s obligations with respect to the
registration of Exchange Securities as contemplated by Section 2(a) (the
“Exchange Registration”), if applicable, the Company shall, as soon as
practicable (or as otherwise specified):




		
	 	     (i) prepare and file with the Commission, as soon as
practicable but no later than 90 days after the Closing Date, an
Exchange Registration Statement on any form which may be utilized
by the Company and which shall permit the Exchange Offer and
resales of Exchange Securities by broker-dealers during the Resale
Period to be effected as contemplated by Section 2(a), and use its
reasonable best efforts to cause such Exchange Registration
Statement to become effective as soon as practicable thereafter,
but no later than 240 days after the Closing Date;
	 
	 	     (ii) as soon as practicable prepare and file with the
Commission such amendments and supplements to such Exchange
Registration Statement and the prospectus included therein as may
be necessary to effect and maintain the effectiveness of such
Exchange Registration Statement for the periods and purposes
contemplated in Section 2(a) hereof and as may be required by the
applicable rules and regulations of the Commission and the
instructions applicable to the form of such Exchange Registration
Statement, and promptly provide each broker-dealer holding Exchange
Securities with such number of copies of the prospectus included
therein (as then amended or supplemented), in conformity in all
material respects with the requirements of the Securities Act and
the Trust Indenture Act and the rules and regulations of the
Commission thereunder, as such broker-dealer reasonably may request
prior to the expiration of the Resale Period, for use in connection
with resales of Exchange Securities;
	 
	 	     (iii) promptly notify each broker-dealer that has requested or
received copies of the prospectus included in such registration
statement, and confirm such advice in writing, (A) when such
Exchange Registration Statement or the prospectus included therein
or any prospectus amendment or supplement or post-effective
amendment has been filed, and, with respect to such Exchange
Registration Statement or any post-effective amendment, when the
same has become effective, (B) of any comments by the Commission
and by the blue sky or securities commissioner or regulator of any
state with respect thereto or any



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	 	request by the Commission for amendments or supplements to
such Exchange Registration Statement or prospectus or for
additional information, (C) of the issuance by the Commission of
any stop order suspending the effectiveness of such Exchange
Registration Statement or the initiation or threatening of any
proceedings for that purpose, (D) of the receipt by the Company of
any notification with respect to the suspension of the
qualification of the Exchange Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for
such purpose, or (E) at any time during the Resale Period when a
prospectus is required to be delivered under the Securities Act,
that such Exchange Registration Statement, prospectus, prospectus
amendment or supplement or post-effective amendment does not
conform in all material respects to the applicable requirements of
the Securities Act and the Trust Indenture Act and the rules and
regulations of the Commission thereunder or contains an untrue
statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing;
	 
	 	     (iv) in the event that the Company would be required, pursuant
to Section 3(c)(iii)(E) above, to notify any broker-dealers holding
Exchange Securities, without delay prepare and furnish to each such
holder a reasonable number of copies of a prospectus supplemented
or amended so that, as thereafter delivered to Initial Purchasers
of such Exchange Securities during the Resale Period, such
prospectus shall conform in all material respects to the applicable
requirements of the Securities Act and the Trust Indenture Act and
the rules and regulations of the Commission thereunder and shall
not contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make
the statements therein not misleading in light of the circumstances
then existing;
	 
	 	     (v) use its reasonable best efforts to obtain the withdrawal
of any order suspending the effectiveness of such Exchange
Registration Statement or any post-effective amendment thereto at
the earliest practicable date;
	 
	 	     (vi) use its reasonable best efforts to (A) register or
qualify the Exchange Securities under the securities laws or blue
sky laws of such jurisdictions as are contemplated by Section 2(a)
no later than the commencement of the Exchange Offer, (B) keep such
registrations or qualifications in effect and comply with such laws
so as to permit the continuance of offers, sales and dealings
therein in such jurisdictions until the expiration of the Resale
Period and (C) take any and all other actions as may be reasonably
necessary or advisable to enable each broker-dealer holding
Exchange Securities to consummate the disposition thereof in such
jurisdictions; provided, however, that the Company shall not be
required for any such purpose to (1) qualify as a foreign
corporation in any jurisdiction wherein it would not otherwise be
required to qualify but for the requirements of this Section
3(c)(vi), (2) consent to general service of process in any such
jurisdiction, (3) subject itself to taxation in any jurisdiction
where it is not subject to taxation prior to any such action or (4)
make any changes to its certificate of incorporation or by-laws or
any agreement between it and its stockholders;



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	 	     (vii) use its reasonable best efforts to obtain the consent or
approval of each governmental agency or authority, whether federal,
state or local, which may be required to effect the Exchange
Registration, the Exchange Offer and the offering and sale of
Exchange Securities by broker-dealers during the Resale Period;
	 
	 	     (viii) provide a CUSIP number for all Exchange Securities, not
later than the applicable Effective Time;
	 
	 	     (ix) comply with all applicable rules and regulations of the
Commission, and make generally available to its securityholders as
soon as practicable but no later than eighteen months after the
effective date of such Exchange Registration Statement, an earning
statement of the Company and its subsidiaries complying with
Section 11(a) of the Securities Act (including, at the option of
the Company, Rule 158 thereunder).




		
	 	     (d) In connection with the Company’s obligations with respect to the
Shelf Registration, if applicable, the Company shall, as soon as
practicable (or as otherwise specified):




		
	 	     (i) prepare and file with the Commission, as soon as
practicable but in any case within the time periods specified in
Section 2(b), a Shelf Registration Statement on any form which may
be utilized by the Company and which shall register all of the
Registrable Securities for resale by the holders thereof in
accordance with such method or methods of disposition as may be
specified by such of the holders as, from time to time, may be
Electing Holders and use its reasonable best efforts to cause such
Shelf Registration Statement to become effective as soon as
practicable but in any case within the time periods specified in
Section 2(b);
	 
	 	     (ii) not more than 30 calendar days after the filing of the
Shelf Registration Statement, mail the Notice and Questionnaire to
the holders of Registrable Securities; no holder shall be entitled
to be named as a selling securityholder in the Shelf Registration
Statement as of the Effective Time, and no holder shall be entitled
to use the prospectus forming a part thereof for resales of
Registrable Securities at any time, unless such holder has returned
a completed and signed Notice and Questionnaire to the Company by
the deadline for response set forth therein; provided, however,
holders of Registrable Securities shall have at least 28 calendar
days from the date on which the Notice and Questionnaire is first
mailed to such holders to return a completed and signed Notice and
Questionnaire to the Company;
	 
	 	     (iii) after the Effective Time of the Shelf Registration
Statement, upon the request of any holder of Registrable Securities
that is not then an Electing Holder, promptly send a Notice and
Questionnaire to such holder; provided that the Company shall not
be required to take any action to name such holder as a selling
securityholder in the Shelf Registration Statement or to enable
such holder to use the prospectus forming a part thereof for
resales of Registrable Securities until such holder has returned a
completed and signed Notice and Questionnaire to the Company;



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	 	     (iv) as soon as practicable prepare and file with the
Commission such amendments and supplements to such Shelf
Registration Statement and the prospectus included therein as may
be necessary to effect and maintain the effectiveness of such Shelf
Registration Statement for the period specified in Section 2(b)
hereof and as may be required by the applicable rules and
regulations of the Commission and the instructions applicable to
the form of such Shelf Registration Statement, and furnish to the
Electing Holders copies of any such supplement or amendment
simultaneously with or prior to its being used or filed with the
Commission;
	 
	 	     (v) comply with the provisions of the Securities Act with
respect to the disposition of all of the Registrable Securities
covered by such Shelf Registration Statement in accordance with the
intended methods of disposition by the Electing Holders provided
for in such Shelf Registration Statement;
	 
	 	     (vi) provide not more than one counsel for all the Electing
Holders the opportunity to participate in the preparation of such
Shelf Registration Statement, each prospectus included therein or
filed with the Commission and each amendment or supplement thereto;
	 
	 	     (vii) for a reasonable period prior to the filing of such
Shelf Registration Statement, and throughout the period specified
in Section 2(b), make available at reasonable times at the
Company’s principal place of business or such other reasonable
place for inspection by the persons referred to in Section 3(d)(vi)
who shall certify to the Company that they have a current intention
to sell the Registrable Securities pursuant to the Shelf
Registration such financial and other information and books and
records of the Company, and cause the officers, employees, counsel
and independent certified public accountants of the Company to
respond to such inquiries, as shall be reasonably necessary, in the
judgment of the respective counsel referred to in such Section, to
conduct a reasonable investigation within the meaning of Section 11
of the Securities Act; provided, however, that each such party
shall be required to maintain in confidence and not to disclose to
any other person any information or records reasonably designated
by the Company as being confidential, until such time as (A) such
information becomes a matter of public record (whether by virtue of
its inclusion in such registration statement or otherwise), or (B)
such person shall be required so to disclose such information
pursuant to a subpoena or order of any court or other governmental
agency or body having jurisdiction over the matter (subject to the
requirements of such order, and only after such person shall have
given the Company prompt prior written notice of such requirement),
or (C) such information is required to be set forth in such Shelf
Registration Statement or the prospectus included therein or in an
amendment to such Shelf Registration Statement or an amendment or
supplement to such prospectus in order that such Shelf Registration
Statement, prospectus, amendment or supplement, as the case may be,
complies with applicable requirements of the federal securities
laws and the rules and regulations of the Commission and does not
contain an untrue statement of a material fact or omit to state
therein a material fact required to be stated therein or necessary
to make the statements therein not misleading in light of the
circumstances then existing;



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	 	     (viii) promptly notify each of the Electing Holders and
confirm such advice in writing, (A) when such Shelf Registration
Statement or the prospectus included therein or any prospectus
amendment or supplement or post-effective amendment has been filed,
and, with respect to such Shelf Registration Statement or any
post-effective amendment, when the same has become effective, (B)
of any comments by the Commission and by the blue sky or securities
commissioner or regulator of any state with respect thereto or any
request by the Commission for amendments or supplements to such
Shelf Registration Statement or prospectus or for additional
information, (C) of the issuance by the Commission of any stop
order suspending the effectiveness of such Shelf Registration
Statement or the initiation or threatening of any proceedings for
that purpose, (D) of the receipt by the Company of any notification
with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose, or
(E) if at any time when a prospectus is required to be delivered
under the Securities Act, that such Shelf Registration Statement,
prospectus, prospectus amendment or supplement or post-effective
amendment does not conform in all material respects to the
applicable requirements of the Securities Act and the Trust
Indenture Act and the rules and regulations of the Commission
thereunder or contains an untrue statement of a material fact or
omits to state any material fact required to be stated therein or
necessary to make the statements therein not misleading in light of
the circumstances then existing;
	 
	 	     (ix) use its reasonable best efforts to obtain the withdrawal
of any order suspending the effectiveness of such registration
statement or any post-effective amendment thereto at the earliest
practicable date;
	 
	 	     (x) if requested by any Electing Holder, promptly incorporate
in a prospectus supplement or post-effective amendment such
information as is required by the applicable rules and regulations
of the Commission and as such Electing Holder specifies should be
included therein relating to the terms of the sale of such
Registrable Securities, including information with respect to the
principal amount of Registrable Securities being sold by such
Electing Holder, the name and description of such Electing Holder,
the offering price of such Registrable Securities and with respect
to any other terms of the offering of the Registrable Securities to
be sold by such Electing Holder; and make all required filings of
such prospectus supplement or post-effective amendment promptly
after notification of the matters to be incorporated in such
prospectus supplement or post-effective amendment;
	 
	 	     (xi) furnish to each Electing Holder and the counsel referred
to in Section 3(d)(vi) a conformed copy of such Shelf Registration
Statement, each such amendment and supplement thereto (including,
upon request, all exhibits thereto and documents incorporated by
reference therein) and such number of copies of such Shelf
Registration Statement (excluding exhibits thereto and documents
incorporated by reference therein unless specifically so requested
by such Electing Holder) and of the prospectus included in such
Shelf Registration Statement (including each preliminary prospectus
and any summary prospectus), in conformity in all material respects
with the applicable



11






 





		
	 	requirements of the Securities Act and the Trust Indenture Act
and the rules and regulations of the Commission thereunder, and
such other documents, as such Electing Holder may reasonably
request in order to facilitate the offering and disposition of the
Registrable Securities owned by such Electing Holder and to permit
such Electing Holder to satisfy the prospectus delivery
requirements of the Securities Act; and the Company hereby consents
to the use of such prospectus (including such preliminary and
summary prospectus) and any amendment or supplement thereto by each
such Electing Holder, in each case in the form most recently
provided to such person by the Company, in connection with the
offering and sale of the Registrable Securities covered by the
prospectus (including such preliminary and summary prospectus) or
any supplement or amendment thereto;
	 
	 	     (xii) use reasonable best efforts to (A) register or qualify
the Registrable Securities to be included in such Shelf
Registration Statement under such securities laws or blue sky laws
of such jurisdictions as any Electing Holder shall reasonably
request, (B) keep such registrations or qualifications in effect
and comply with such laws so as to permit the continuance of
offers, sales and dealings therein in such jurisdictions during the
period the Shelf Registration is required to remain effective under
Section 2(b) above and for so long as may be necessary to enable
any such Electing Holder to complete its distribution of Securities
pursuant to such Shelf Registration Statement and (C) take any and
all other actions as may be reasonably necessary or advisable to
enable each such Electing Holder to consummate the disposition in
such jurisdictions of such Registrable Securities; provided,
however, that the Company shall not be required for any such
purpose to (1) qualify as a foreign corporation in any jurisdiction
wherein it would not otherwise be required to qualify but for the
requirements of this Section 3(d)(xii), (2) consent to general
service of process in any such jurisdiction, (3) subject itself to
taxation in any jurisdiction where it is not subject to taxation
prior to any such action or (4) make any changes to its certificate
of incorporation or by-laws or any agreement between it and its
stockholders;
	 
	 	     (xiii) use its reasonable best efforts to obtain the consent
or approval of each governmental agency or authority, whether
federal, state or local, which may be required to effect the Shelf
Registration or the offering or sale in connection therewith or to
enable the selling holder or holders to offer, or to consummate the
disposition of, their Registrable Securities;
	 
	 	     (xiv) unless any Registrable Securities shall be in book-entry
only form, cooperate with the Electing Holders to facilitate the
timely preparation and delivery of certificates representing
Registrable Securities to be sold, which certificates, if so
required by any securities exchange upon which any Registrable
Securities are listed, shall be penned, lithographed or engraved,
or produced by any combination of such methods, on steel engraved
borders, and which certificates shall not bear any restrictive
legends;
	 
	 	     (xv) provide a CUSIP number for all Registrable Securities,
not later than the applicable Effective Time;



12






 








		
	 	     (xvi) (A) make such representations and warranties to the
Electing Holders in form, substance and scope as are customarily
made in connection with an offering of debt securities pursuant to
any appropriate agreement or to a registration statement filed on
the form applicable to the Shelf Registration; (B) obtain an
opinion of counsel to the Company (which may be inside counsel to
the Company) in customary form and covering such matters, of the
type customarily covered by such an opinion as any Electing Holders
of at least 20% in aggregate principal amount of the Registrable
Securities at the time outstanding may reasonably request,
addressed to such Electing Holder or Electing Holders and dated the
effective date of such Shelf Registration Statement (it being
agreed that the matters to be covered by such opinion shall include
the due incorporation and good standing of the Company and its
subsidiaries; the qualification of the Company and its subsidiaries
to transact business as foreign corporations; the due
authorization, execution and delivery of the relevant agreement of
the type referred to in this Section 3(d)(xvi); the due
authorization, execution, authentication and issuance, and the
validity and enforceability, of the Securities; the absence of a
breach by the Company or any of its subsidiaries of, or a default
under, material agreements binding upon the Company or any
subsidiary of the Company; the absence of governmental approvals
required to be obtained in connection with the Shelf Registration,
the offering and sale of the Registrable Securities or this
Exchange and Registration Rights Agreement, except such approvals
as may be required under state securities or blue sky laws; the
material compliance as to form of such Shelf Registration Statement
and any documents incorporated by reference therein and of the
Indenture with the requirements of the Securities Act and the Trust
Indenture Act and the rules and regulations of the Commission
thereunder, respectively; and, as of the date of the opinion and of
the Shelf Registration Statement or most recent post-effective
amendment thereto, as the case may be, the absence from such Shelf
Registration Statement and the prospectus included therein, as then
amended or supplemented, and from the documents incorporated by
reference therein (in each case other than the financial statements
and other financial information contained therein) of an untrue
statement of a material fact or the omission to state therein a
material fact necessary to make the statements therein not
misleading (in the case of such documents, in the light of the
circumstances existing at the time that such documents were filed
with the Commission under the Exchange Act)); (C) if requested by
Electing Holders of at least 20% in aggregate principal amount of
the Registrable Securities then outstanding, obtain a “cold
comfort” letter or letters from the independent certified public
accountants of the Company addressed to the selling Electing
Holders, dated (i) the effective date of such Shelf Registration
Statement and (ii) the effective date of any prospectus supplement
to the prospectus included in such Shelf Registration Statement or
post-effective amendment to such Shelf Registration Statement which
includes unaudited or audited financial statements as of a date or
for a period subsequent to that of the latest such statements
included in such prospectus (and, if such Shelf Registration
Statement contemplates an underwritten offering pursuant to any
prospectus supplement to the prospectus included in such Shelf
Registration Statement or post-effective amendment to such Shelf
Registration Statement which includes unaudited or audited
financial statements as of a date or for a period subsequent to
that of the latest such statements included in such



13






 





		
	 	prospectus, dated the date of the closing under the
underwriting agreement relating thereto), such letter or letters to
be in customary form and covering such matters of the type
customarily covered by letters of such type; (D) deliver such
documents and certificates, including officers’ certificates, as
may be reasonably requested by any Electing Holders of at least 20%
in aggregate principal amount of the Registrable Securities at the
time outstanding to evidence the accuracy of the representations
and warranties made pursuant to clause (A) above and the compliance
with or satisfaction of any agreements or conditions contained in
the underwriting agreement or other agreement entered into by the
Company; and (E) undertake such obligations relating to expense
reimbursement, indemnification and contribution as are provided in
Section 5 hereof;
	 
	 	     (xvii) notify in writing each holder of Registrable Securities
of any proposal by the Company to amend or waive any provision of
this Exchange and Registration Rights Agreement pursuant to Section
7(h) hereof and of any amendment or waiver effected pursuant
thereto, each of which notices shall contain the text of the
amendment or waiver proposed or effected, as the case may be; and
	 
	 	     (xviii) comply with all applicable rules and regulations of
the Commission, and make generally available to its securityholders
as soon as practicable but in any event not later than eighteen
months after the effective date of such Shelf Registration
Statement, an earning statement of the Company and its subsidiaries
complying with Section 11(a) of the Securities Act (including, at
the option of the Company, Rule 158 thereunder).




		
	 	     (e) In the event that the Company would be required, pursuant to
Section 3(d)(viii)(E) above, to notify the Electing Holders, the Company
shall without delay prepare and furnish to each of the Electing Holders a
reasonable number of copies of a prospectus supplemented or amended so
that, as thereafter delivered to purchasers of Registrable Securities,
such prospectus shall conform in all material respects to the applicable
requirements of the Securities Act and the Trust Indenture Act and the
rules and regulations of the Commission thereunder and shall not contain
an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing. Each Electing
Holder agrees that upon receipt of any notice from the Company pursuant
to Section 3(d)(viii)(E) hereof, such Electing Holder shall forthwith
discontinue the disposition of Registrable Securities pursuant to the
Shelf Registration Statement applicable to such Registrable Securities
until such Electing Holder shall have received copies of such amended or
supplemented prospectus, and if so directed by the Company, such Electing
Holder shall deliver to the Company (at the Company’s expense) all
copies, other than permanent file copies, then in such Electing Holder’s
possession of the prospectus covering such Registrable Securities at the
time of receipt of such notice.
	 
	 	     (f) In the event of a Shelf Registration, in addition to the
information required to be provided by each Electing Holder in its Notice
Questionnaire, the Company may require such Electing Holder to furnish to
the Company such additional information regarding such Electing Holder
and such Electing Holder’s intended method of distribution of Registrable
Securities as may be required in order to comply with the



14






 





		
	 	Securities Act. Each such Electing Holder agrees to notify the
Company as promptly as practicable of any inaccuracy or change in
information previously furnished by such Electing Holder to the Company
or of the occurrence of any event in either case as a result of which any
prospectus relating to such Shelf Registration contains or would contain
an untrue statement of a material fact regarding such Electing Holder or
such Electing Holder’s intended method of disposition of such Registrable
Securities or omits to state any material fact regarding such Electing
Holder or such Electing Holder’s intended method of disposition of such
Registrable Securities required to be stated therein or necessary to make
the statements therein not misleading in light of the circumstances then
existing, and promptly to furnish to the Company any additional
information required to correct and update any previously furnished
information or required so that such prospectus shall not contain, with
respect to such Electing Holder or the disposition of such Registrable
Securities, an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then
existing.
	 
	 	     (g) Until the expiration of two years after the Closing Date, the
Company will not, and will not permit any of its “affiliates” (as defined
in Rule 144) to, resell any of the Securities that have been reacquired
by any of them except pursuant to an effective registration statement
under the Securities Act.



     4.     Registration Expenses.


     The Company agrees to bear and to pay or cause to be paid promptly all
expenses incident to the Company’s performance of or compliance with this
Exchange and Registration Rights Agreement, including (a) all Commission and
any NASD registration, filing and review fees and expenses including fees and
disbursements of counsel for the placement or sales agent or underwriters in
connection with such registration, filing and review, (b) all fees and expenses
in connection with the qualification of the Securities for offering and sale
under the State securities and blue sky laws referred to in Section 3(d)(xii)
hereof and determination of their eligibility for investment under the laws of
such jurisdictions as the Electing Holders may designate, including any fees
and disbursements of counsel for the Electing Holders in connection with such
qualification and determination, (c) all expenses relating to the preparation,
printing, production, distribution and reproduction of each registration
statement required to be filed hereunder, each prospectus included therein or
prepared for distribution pursuant hereto, each amendment or supplement to the
foregoing, the expenses of preparing the Securities for delivery and any blue
sky or legal investment memoranda and all other documents in connection with
the offering, sale or delivery of Securities to be disposed of (including
certificates representing the Securities), (d) messenger, telephone and
delivery expenses relating to the offering, sale or delivery of Securities and
the preparation of documents referred in clause (c) above, (e) fees and
expenses of the Trustee under the Indenture, any agent of the Trustee and any
counsel for the Trustee and of any collateral agent or custodian, (f) internal
expenses (including all salaries and expenses of the Company’s officers and
employees performing legal or accounting duties), (g) fees, disbursements and
expenses of counsel and independent certified public accountants of the Company
(including the expenses of any opinions or “cold comfort” letters required by
or incident to such performance and compliance), (h) fees, disbursements and
expenses of one counsel for the Electing Holders retained in connection with a
Shelf Registration, as selected by the Electing Holders of at least a majority
in aggregate principal amount of the Registrable Securities held


15






 




 by Electing Holders (which counsel shall be reasonably satisfactory to the
Company), (i) any fees charged by securities rating services for rating the
Securities, and (j) fees, expenses and disbursements of any other persons,
including special experts, retained by the Company in connection with such
registration (collectively, the “Registration Expenses”). To the extent that
any Registration Expenses are incurred, assumed or paid by any holder of
Registrable Securities, the Company shall reimburse such person for the full
amount of the Registration Expenses so incurred, assumed or paid promptly after
receipt of a request therefor. Notwithstanding the foregoing, the holders of
the Registrable Securities being registered shall pay all agency fees and
commissions and underwriting discounts and commissions attributable to the sale
of such Registrable Securities and the fees and disbursements of any counsel or
other advisors or experts retained by such holders (severally or jointly),
other than the counsel and experts specifically referred to above.


     5.     Indemnification.



		
	 	     (a) Indemnification by the Company. The Company will indemnify and
hold harmless each of the holders of Registrable Securities included in
an Exchange Registration Statement and each of the Electing Holders of
Registrable Securities included in a Shelf Registration Statement against
any losses, claims, damages or liabilities, joint or several, to which
such holder may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in any Exchange
Registration Statement or Shelf Registration Statement, as the case may
be, under which such Registrable Securities were registered under the
Securities Act, or any preliminary, final or summary prospectus contained
therein or furnished by the Company to any such holder or Electing
Holder, or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse such holder or such Electing
Holder for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such action or claim as
such expenses are incurred; provided, however, that the Company shall not
be liable to any such person in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission
made in such registration statement, or preliminary, final or summary
prospectus, or amendment or supplement thereto, in reliance upon and in
conformity with written information furnished to the Company by such
person expressly for use therein.
	 
	 	     (b) Indemnification by the Holders. The Company may require, as a
condition to including any Registrable Securities in any registration
statement filed pursuant to Section 2(b) hereof, that the Company shall
have received an undertaking reasonably satisfactory to it from the
Electing Holder of such Registrable Securities, severally and not
jointly, to (i) indemnify and hold harmless the Company, and all other
holders of Registrable Securities, against any losses, claims, damages or
liabilities to which the Company, or such other holders of Registrable
Securities may become subject, under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in such
registration statement, or any preliminary, final or summary prospectus
contained therein or furnished by the Company



16






 





		
	 	to any such Electing Holder, or any amendment or supplement thereto,
or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company
by such Electing Holder expressly for use therein, and (ii) reimburse the
Company for any legal or other expenses reasonably incurred by the
Company in connection with investigating or defending any such action or
claim as such expenses are incurred; provided, however, that no such
Electing Holder shall be required to undertake liability to any person
under this Section 5(b) for any amounts in excess of the dollar amount of
the proceeds to be received by such Electing Holder from the sale of such
Electing Holder’s Registrable Securities pursuant to such registration.
	 
	 	     (c) Notices of Claims, Etc. Promptly after receipt by an indemnified
party under subsection (a) or (b) above of written notice of the
commencement of any action, such indemnified party shall, if a claim in
respect thereof is to be made against an indemnifying party pursuant to
the indemnification provisions of or contemplated by this Section 5,
notify such indemnifying party in writing of the commencement of such
action; but the omission so to notify the indemnifying party shall not
relieve it from any liability which it may have to any indemnified party
otherwise than under the indemnification provisions of or contemplated by
Section 5(a) or 5(b) hereof. In case any such action shall be brought
against any indemnified party and it shall notify an indemnifying party
of the commencement thereof, such indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with
any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party
(who shall not, except with the consent of the indemnified party, be
counsel to the indemnifying party), and, after notice from the
indemnifying party to such indemnified party of its election so to assume
the defense thereof, such indemnifying party shall not be liable to such
indemnified party for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party,
in connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the written consent
of the indemnified party, effect the settlement or compromise of, or
consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified
party is an actual or potential party to such action or claim) unless
such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such
action or claim and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act by or on behalf of
any indemnified party.
	 
	 	     (d) Contribution. If for any reason the indemnification provisions
contemplated by Section 5(a) or Section 5(b) are unavailable to or
insufficient to hold harmless an indemnified party in respect of any
losses, claims, damages or liabilities (or actions in respect thereof)
referred to therein, then each indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of such
losses, claims, damages or liabilities (or actions in respect thereof) in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party and the indemnified party in connection with the
statements or omissions which resulted in such losses, claims,



17






 





		
	 	damages or liabilities (or actions in respect thereof), as well as
any other relevant equitable considerations. The relative fault of such
indemnifying party and indemnified party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of
a material fact or omission or alleged omission to state a material fact
relates to information supplied by such indemnifying party or by such
indemnified party, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission. The parties hereto agree that it would not be just and
equitable if contributions pursuant to this Section 5(d) were determined
by pro rata allocation (even if the holders or all of them were treated
as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to
in this Section 5(d). The amount paid or payable by an indemnified party
as a result of the losses, claims, damages, or liabilities (or actions in
respect thereof) referred to above shall be deemed to include any legal
or other fees or expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 5(d), no holder shall be
required to contribute any amount in excess of the amount by which the
dollar amount of the proceeds received by such holder from the sale of
any Registrable Securities (after deducting any fees, discounts and
commissions applicable thereto) exceeds the amount of any damages which
such holder has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. The
holders’ obligations in this Section 5(d) to contribute shall be several
in proportion to the principal amount of Registrable Securities
registered by them and not joint.
	 
	 	     (e) The obligations of the Company under this Section 5 shall be in
addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each officer, director and
partner of each holder, and each person, if any, who controls any holder,
within the meaning of the Securities Act; and the obligations of the
holders contemplated by this Section 5 shall be in addition to any
liability which the respective holder may otherwise have and shall
extend, upon the same terms and conditions, to each officer and director
of the Company including any person who, with his consent, is named in
any registration statement as about to become a director of the Company
and to each person, if any, who controls the Company within the meaning
of the Securities Act.



     6.     Rule 144.


     The Company covenants to the holders of Registrable Securities that to the
extent it shall be required to do so under the Exchange Act, the Company shall
timely file the reports required to be filed by it under the Exchange Act or
the Securities Act (including the reports under Section 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the
Commission under the Securities Act) and the rules and regulations adopted by
the Commission thereunder, and shall take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted


18






 




 by the Commission. Upon the request of any holder of Registrable
Securities in connection with that holder’s sale pursuant to Rule 144, the
Company shall deliver to such holder a written statement as to whether it has
complied with such requirements.


     7.     Miscellaneous.



		
	 	     (a) No Inconsistent Agreements. The Company represents, warrants,
covenants and agrees that it has not granted, and shall not grant,
registration rights with respect to Registrable Securities or any other
securities which would be inconsistent with the terms contained in this
Exchange and Registration Rights Agreement.
	 
	 	     (b) Specific Performance. The parties hereto acknowledge that there
would be no adequate remedy at law if the Company fails to perform any of
its obligations hereunder and that the Initial Purchasers and the holders
from time to time of the Registrable Securities may be irreparably harmed
by any such failure, and accordingly agree that the Initial Purchasers
and such holders, in addition to any other remedy to which they may be
entitled at law or in equity, shall be entitled to compel specific
performance of the obligations of the Company under this Exchange and
Registration Rights Agreement in accordance with the terms and conditions
of this Exchange and Registration Rights Agreement, in any court of the
United States or any State thereof having jurisdiction.
	 
	 	     (c) Notices. All notices, requests, claims, demands, waivers and
other communications hereunder shall be in writing and shall be deemed to
have been duly given when delivered by hand, if delivered personally or
by courier, or three days after being deposited in the mail (registered
or certified mail, postage prepaid, return receipt requested) as follows:
If to the Company, to it at 42, avenue de Friedland, 75008 Paris, and if
to a holder, to the address of such holder set forth in the security
register or other records of the Company, or to such other address as the
Company or any such holder may have furnished to the other in writing in
accordance herewith, except that notices of change of address shall be
effective only upon receipt.
	 
	 	     (d) Parties in Interest. All the terms and provisions of this
Exchange and Registration Rights Agreement shall be binding upon, shall
inure to the benefit of and shall be enforceable by the parties hereto
and the holders from time to time of the Registrable Securities and the
respective successors and assigns of the parties hereto and such holders.
In the event that any transferee of any holder of Registrable Securities
shall acquire Registrable Securities, in any manner, whether by gift,
bequest, purchase, operation of law or otherwise, such transferee shall,
without any further writing or action of any kind, be deemed a
beneficiary hereof for all purposes and such Registrable Securities shall
be held subject to all of the terms of this Exchange and Registration
Rights Agreement, and by taking and holding such Registrable Securities
such transferee shall be entitled to receive the benefits of, and be
conclusively deemed to have agreed to be bound by all of the applicable
terms and provisions of this Exchange and Registration Rights Agreement.
If the Company shall so request, any such successor, assign or transferee
shall agree in writing to acquire and hold the Registrable Securities
subject to all of the applicable terms hereof.
	 
	 	     (e) Survival. The respective indemnities, agreements,
representations, warranties and each other provision set forth in this
Exchange and Registration Rights



19






 





		
	 	Agreement or made pursuant hereto shall remain in full force and
effect regardless of any investigation (or statement as to the results
thereof) made by or on behalf of any holder of Registrable Securities,
any director, officer or partner of such holder, any agent or underwriter
or any director, officer or partner thereof, or any controlling person of
any of the foregoing, and shall survive delivery of and payment for the
Registrable Securities pursuant to the Purchase Agreement and the
transfer and registration of Registrable Securities by such holder and
the consummation of an Exchange Offer.
	 
	 	     (f) Governing Law. This Exchange and Registration Rights Agreement
shall be governed by and construed in accordance with the laws of the
State of New York.
	 
	 	     (g) Headings. The descriptive headings of the several Sections and
paragraphs of this Exchange and Registration Rights Agreement are
inserted for convenience only, do not constitute a part of this Exchange
and Registration Rights Agreement and shall not affect in any way the
meaning or interpretation of this Exchange and Registration Rights
Agreement.
	 
	 	     (h) Entire Agreement; Amendments. This Exchange and Registration
Rights Agreement and the other writings referred to herein (including the
Indenture and the form of Securities) or delivered pursuant hereto which
form a part hereof contain the entire understanding of the parties with
respect to its subject matter. This Exchange and Registration Rights
Agreement supersedes all prior agreements and understandings between the
parties with respect to its subject matter. This Exchange and
Registration Rights Agreement may be amended and the observance of any
term of this Exchange and Registration Rights Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively) only by a written instrument duly executed by the Company
and the holders of at least a majority in aggregate principal amount of
the Registrable Securities at the time outstanding. Each holder of any
Registrable Securities at the time or thereafter outstanding shall be
bound by any amendment or waiver effected pursuant to this Section 7(h),
whether or not any notice, writing or marking indicating such amendment
or waiver appears on such Registrable Securities or is delivered to such
holder.
	 
	 	     (i) Inspection. For so long as this Exchange and Registration
Rights Agreement shall be in effect, this Exchange and Registration
Rights Agreement and a complete list of the names and addresses of all
the holders of Registrable Securities shall be made available for
inspection and copying on any business day by any holder of Registrable
Securities for proper purposes only (which shall include any purpose
related to the rights of the holders of Registrable Securities under the
Securities, the Indenture and this Agreement) at the offices of the
Company at the address thereof set forth in Section 7(c) above and at the
office of the Trustee under the Indenture.
	 
	 	     (j) Counterparts. This agreement may be executed by the parties in
counterparts, each of which shall be deemed to be an original, but all
such respective counterparts shall together constitute one and the same
instrument.



20






 


     If the foregoing is in accordance with your understanding, please sign and
return to us 10 counterparts hereof, and upon the acceptance hereof by you, on
behalf of each of the Initial Purchasers, this letter and such acceptance
hereof shall constitute a binding agreement by and among each of the Initial
Purchasers and the Company. It is understood that your acceptance of this
letter on behalf of each of the Initial Purchasers is pursuant to the authority
set forth in a form of Agreement among Initial Purchasers, the form of which
shall be submitted to the Company for examination upon request, but without
warranty on your part as to the authority of the signers thereof.



	 	 	 	 	 
		 	
Very truly yours,
	 	 	 	 	 
	 	 	
Vivendi Universal, S.A.
	 	 	 	 	 
	 	 	
By:	 	/s/ JACQUES ESPINASSE



	 	 	 	 	Name:  Jacques Espinasse
	 	 	 	 	Title:  Chief Financial Officer



Accepted as of the date hereof:

Goldman Sachs International,

J.P. Morgan Securities Ltd.,

Banc of America Securities LLC,

Royal Bank of Scotland Plc,

Citigroup Global Markets
     (formerly
Salomon Brothers International Limited)



	 	 	 	 
	By:	 	/s/ Goldman Sachs
International


	 	 	
(Goldman Sachs International)
	 	 	
On behalf of each of the Initial Purchasers



21






 



Exhibit A



Vivendi Universal, S.A.


INSTRUCTION TO DTC PARTICIPANTS


(Date of Mailing)


URGENT — IMMEDIATE ATTENTION REQUESTED


DEADLINE FOR RESPONSE: [DATE] *


The Depository Trust Company (“DTC”) has identified you as a DTC Participant
through which beneficial interests in the aggregate principal amount of
$935,000,000 9.25% Senior Notes due 2010 and the aggregate principal amount of
€325,000,000 9.5% Senior Notes due 2010 (the “Securities”) of Vivendi
Universal, S.A. (the “Company”) are held.


The Company is in the process of registering the Securities under the
Securities Act of 1933 for resale by the beneficial owners thereof. In order
to have their Securities included in the registration statement, beneficial
owners must complete and return the enclosed Notice of Registration Statement
and Selling Securityholder Questionnaire.


It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible, as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [Deadline For Response]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials
or have any questions pertaining to this matter, please contact Vivendi
Universal, S.A., 42, avenue de Friedland, 75008 Paris; Telephone
+33-1-7171-1000.







	*	 	    Not less than 28 calendar days from date of mailing.


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Vivendi Universal, S.A.


Notice of Registration Statement

and

Selling Securityholder Questionnaire


(Date)


Reference is hereby made to the Exchange and Registration Rights Agreement (the
“Exchange and Registration Rights Agreement”) between Vivendi Universal S.A.
(the “Company”) and the Initial Purchasers named therein. Pursuant to the
Exchange and Registration Rights Agreement, the Company has filed with the
United States Securities and Exchange Commission (the “Commission”) a
registration statement on Form F-4 (the “Shelf Registration Statement”) for the
registration and resale under Rule 415 of the Securities Act of 1933, as
amended (the “Securities Act”), of the aggregate principal amount of
$935,000,000 9.25% Senior Notes due 2010 and the aggregate principal amount of
€325,000,000 9.5% Senior Notes due 2010 (the “Securities”) of the Company. A
copy of the Exchange and Registration Rights Agreement is attached hereto. All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Exchange and Registration Rights Agreement.


Each beneficial owner of Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement. In order to have Registrable Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be
completed, executed and delivered to the Company’s counsel at the address set
forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial
owners of Registrable Securities who do not complete, execute and return this
Notice and Questionnaire by such date (i) will not be named as selling
securityholders in the Shelf Registration Statement and (ii) may not use the
Prospectus forming a part thereof for resales of Registrable Securities.


Certain legal consequences arise from being named as a selling securityholder
in the Shelf Registration Statement and related Prospectus. Accordingly,
holders and beneficial owners of Registrable Securities are advised to consult
their own securities law counsel regarding the consequences of being named or
not being named as a selling securityholder in the Shelf Registration Statement
and related Prospectus.


The term “Registrable Securities” is defined in the Exchange and Registration
Rights Agreement.


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ELECTION


The undersigned holder (the “Selling Securityholder”) of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and
conditions of this Notice and Questionnaire and the Exchange and Registration
Rights Agreement, including, without limitation, Section 5 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder
were an original party thereto.


Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the
Company and Trustee the Notice of Transfer set forth in Appendix A to the
Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement.


The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:




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QUESTIONNAIRE



	 	 	 	 	 	 	 
	(1)	 	
(a)
	 	Full Legal Name of Selling Securityholder:
 


	 	 	
(b)
	 	Full Legal Name of Registered Holder (if not the same as in (a)
above) of Registrable Securities Listed in Item (3) below:
 


	 	 	
(c)
	 	Full Legal Name of DTC Participant (if applicable and if not the
same as (b) above) Through Which Registrable Securities Listed in Item
(3) below are Held:
 


	(2)	 	 	 	Address for Notices to Selling Securityholder:
 
	 	 	 	 		
	 
	 
	 	 	 	 		
	 
	 
	 	 	 	 		
	 
	 	 	 	 	Telephone:		 
	 	 	 	 		
	 
	 	 	 	 	Fax:		 
	 	 	 	 		
	 
	 	 	 	 	Contact Person:   		 
	 	 	 	 		
	 
	(3)	 	 	 	Beneficial Ownership of Securities:
	 
	 	 	 	 	Except as set forth below in this Item (3), the undersigned does not
beneficially own any Securities.
	 
	 	 	
(a)
	 	Principal amount of Registrable Securities beneficially owned:
	 
		

	 
	 	 	 	 	CUSIP No(s). of such Registrable Securities:
	 
		

	 
	 	 	
(b)
	 	Principal amount of Securities other than Registrable Securities
beneficially owned:
	 
		

	 
	 	 	 	 	CUSIP No(s). of such other Securities:
	 
		

	 
	 	 	
(c)
	 	Principal amount of Registrable Securities which the undersigned
wishes to be included in the Shelf Registration Statement:
	 
		

	 
	 	 	 	 	CUSIP No(s). of such Registrable Securities to be included in the Shelf
Registration Statement:
	 
		

	 
	(4)	 	 	 	Beneficial Ownership of Other Securities of the Company:
	 
	 	 	 	 	Except as set forth below in this Item (4), the undersigned Selling
Securityholder is not the beneficial or registered owner of any
other securities of the Company, other than the Securities listed
above in Item (3).
	 
	 	 	 	 	State any exceptions here:
	 
	 
	 



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	(5)	 	Relationships with the Company:
	 
	 	 	Except as set forth below, neither the Selling Securityholder nor any of
its affiliates, officers, directors or principal equity holders (5%
or more) has held any position or office or has had any other
material relationship with the Company (or its predecessors or
affiliates) during the past three years.
	 
	 	 	State any exceptions here:
	 
	 
	 
	 
	 
	 
	(6)	 	Plan of Distribution:
	 
	 	 	Except as set forth below, the undersigned Selling Securityholder
intends to distribute the Registrable Securities listed above in
Item (3) only as follows (if at all): Such Registrable Securities
may be sold from time to time directly by the undersigned Selling
Securityholder or, alternatively, through underwriters,
broker-dealers or agents. Such Registrable Securities may be sold
in one or more transactions at fixed prices, at prevailing market
prices at the time of sale, at varying prices determined at the
time of sale, or at negotiated prices. Such sales may be effected
in transactions (which may involve crosses or block transactions)
(i) on any national securities exchange or quotation service on
which the Registered Securities may be listed or quoted at the time
of sale, (ii) in the over-the-counter market, (iii) in transactions
otherwise than on such exchanges or services or in the
over-the-counter market, or (iv) through the writing of options.
In connection with sales of the Registrable Securities or
otherwise, the Selling Securityholder may enter into hedging
transactions with broker-dealers, which may in turn engage in short
sales of the Registrable Securities in the course of hedging the
positions they assume. The Selling Securityholder may also sell
Registrable Securities short and deliver Registrable Securities to
close out such short positions, or loan or pledge Registrable
Securities to broker-dealers that in turn may sell such securities.
	 
	 	 	State any exceptions here:
	 
	 
	 
	 
	 



By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions
of the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.


In the event that the Selling Securityholder transfers all or any portion of
the Registrable Securities listed in Item (3) above after the date on which
such information is provided to the Company, the Selling Securityholder agrees
to notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.


By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling


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Securityholder understands that such information will be relied upon by the
Company in connection with the preparation of the Shelf Registration Statement
and related Prospectus.


In accordance with the Selling Securityholder’s obligation under Section 3(d)
of the Exchange and Registration Rights Agreement to provide such information
as may be required by law for inclusion in the Shelf Registration Statement,
the Selling Securityholder agrees to promptly notify the Company of any
inaccuracies or changes in the information provided herein which may occur
subsequent to the date hereof at any time while the Shelf Registration
Statement remains in effect. All notices hereunder and pursuant to the
Exchange and Registration Rights Agreement shall be made in writing, by
hand-delivery, first-class mail, or air courier guaranteeing overnight delivery
as follows:


               (i)  To the Company:



	 	 

	 	 

	 	 

	 	 

	 	 




               (ii)  With a copy to:



	 	 

	 	 

	 	 

	 	 

	 	 




Once this Notice and Questionnaire is executed by the Selling Securityholder
and received by the Company’s counsel, the terms of this Notice and
Questionnaire, and the representations and warranties contained herein, shall
be binding on, shall inure to the benefit of and shall be enforceable by the
respective successors, heirs, personal representatives, and assigns of the
Company and the Selling Securityholder (with respect to the Registrable
Securities beneficially owned by such Selling Securityholder and listed in Item
(3) above.) This Agreement shall be governed in all respects by the laws of the
State of New York.


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IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by
its duly authorized agent.



	 	 	 
	Dated: 
		





	 	 	 
		
Selling Securityholder
		(Print/type full legal name of beneficial owner of Registrable Securities)
	 
		By:
		

		Name:
		Title:



PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT
ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY’S COUNSEL AT:



	 

	 

	 

	 

	 




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Exhibit B



NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT


The Bank of New York

Vivendi Universal S.A.

c/o The Bank of New York

101 Barclay Street, Floor 8W

New York, New York 10286

United States of America


Attention: Trust Officer


     Re:   Vivendi Universal S.A. (the “Company”)


Dear Sirs:


Please be advised that                      has
transferred (complete all that apply):


$                     aggregate principal amount of the 9.25% Senior Notes due 2010;


€                     aggregate principal amount of the 9.5% Senior Notes due 2010.


pursuant to an effective Registration Statement on Form [     ] (File No. 333-            ) filed by the Company.


We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the
above-named beneficial owner of the Notes is named as a “Selling Holder” in the
Prospectus dated [date] or in supplements thereto, and that the aggregate
principal amount of the Notes transferred are the Notes listed in such
Prospectus opposite such owner’s name.


Dated:



	 	 	 	 
		Very truly yours,
		 	 	 

(Name)
		By:	 	 
		 	 	 

(Authorized Signature)



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