EXHIBIT 4.5



 



EXHIBIT 4.5



SUPPLEMENTAL INDENTURE



          THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is made as of
November 21, 2003, between Vivendi Universal S.A., a French société anonyme
(the “Company”), and The Bank of New York, as trustee (the “Trustee”). Any
term used but not defined herein shall have the corresponding meaning given to
it in the Indenture.


RECITALS OF THE COMPANY



          The Company and the Trustee have heretofore executed and delivered an
Indenture dated as of July 10, 2003 (the “Indenture”), pursuant to which the
Company has heretofore issued its 6.25% Senior Notes due
July 10, 2008, in the
principal amount of $975,000,000 and
€500,000,000 (collectively, the “Notes”). The
Company desires to amend or eliminate certain provisions of the Indenture as
hereinafter set forth.


          Section 9.02 of the Indenture provides that the Company and the Trustee
may amend or supplement the Indenture with the consent of the Holders of at
least a majority in principal amount of the Notes then outstanding (as
determined in accordance with Section 2.08 of the Indenture).


          All acts and things necessary to amend the Indenture and to make this
Supplemental Indenture a valid agreement of the Company and the Trustee, in
accordance with its terms, have been done.


          NOW, THEREFORE, the Company hereby covenants and agrees with the Trustee
as follows:


ARTICLE I



Amendments



          SECTION 1.01. Modification of Definitions.


          The following additions, deletions and alterations are hereby made in
Section 1.01 of the Indenture:



		
	 	     (a) The following definitions are added to Section 1.01 of the
Indenture:




		
	 	     "VUE/NBC Entity” means (1) any Person that owns, directly or
indirectly, the assets transferred by the Company or its Restricted
Subsidiaries in a VUE/NBC Transaction or assets owned by National
Broadcasting Company, Inc. immediately prior to the consummation of a
VUE/NBC Transaction (including,



 






 





		
	 	but not limited to, National Broadcasting Company, Inc.) and (2) any
Person that is a successor by merger or consolidation to a Person
identified in clause (1) or to whom such a Person transfers all or
substantially all its assets.




		
	 	     "VUE/NBC Transaction” means the proposed combination of Vivendi
Universal Entertainment LLLP with National Broadcasting Company, Inc.
through the contribution of Universal Studios, Inc., Universal Pictures
International Holdings B.V. and Universal Pictures International Holdings
2 B.V. or the businesses and assets of such entities to one or more
Persons in one or a series of transactions in exchange for any
combination of Capital Stock of a VUE/NBC Entity or VUE/NBC Entities and
cash, and the restructuring of the existing interests in VUE, all
substantially as contemplated by the Company’s Report on Form 6-K,
furnished to the SEC on November 4, 2003, including the agreements
contained therein, as the same may be amended, including any amendments
thereto or additional agreements in connection with a restructuring of
the existing VUE interests or to comply with regulatory requirements.




		
	 	     "VUE/NBC Transaction Agreements” means the agreements among, General
Electric Company, National Broadcasting Company, Inc., the Company and
others under which a VUE/NBC Transaction is to be consummated.



          (b) Clauses (15) and (16) of the definition of “Permitted Liens” are
modified to move the word “and” from the end of clause (15) to the end of
clause (16) and one additional clause is inserted as follows:



		
	 	     (17) Liens on Capital Stock of a VUE/NBC Entity to secure obligations of the
Company or its Restricted Subsidiaries under or pursuant to the terms of
the VUE/NBC Transaction Agreements.



          SECTION 1.02. Modification of Covenants.


          (a) Subclause (a) of clause (2) of Section 4.03 of the Indenture is
modified to add the following proviso to the end of clause (a)(2):



		
	 	     , provided that the Company shall be permitted to exclude from any
such quarterly reconciliation any information relating to a Person in
which the Company or a consolidated Subsidiary of the Company has an
investment that is accounted for by the Company using the equity method,
the cost method or the equivalent of either;



          (b) Clause (8) of subsection (b) of Section 4.07 of the Indenture is
modified to read as follows:



		
	 	     (8) in connection with a VUE/NBC Transaction, any Restricted Investment or
other Restricted Payment for the purpose of defeasing the outstanding
preferred stock of Vivendi Universal Entertainment LLLP;



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          (c) Clauses (13) and (14) of subsection (b) of Section 4.08 of the
Indenture are modified to move the word “and” from the end of clause (13) to
the end of clause (14) and one additional clause is inserted as follows:



		
	 	     (15) restrictions on transfers of Capital Stock of a VUE/NBC Entity arising
under the VUE/NBC Transaction Agreements.



          (d) Clauses (19) and (20) of subsection (b) of Section 4.09 of the
Indenture are modified to move the word “and” from the end of clause (19) to
the end of clause (20) and one additional clause is inserted as follows:



		
	 	     (21) Indebtedness of the Company or any Restricted Subsidiary arising under or
pursuant to the provisions of the VUE/NBC Transaction Agreements.



          (e) Section 4.10 of the Indenture is modified to include the following
sentence at the end of the first full paragraph of that section:



		
	 	     Notwithstanding anything to the contrary in this Indenture, clause
(2) of this paragraph shall not apply to a VUE/NBC Transaction.



          (f) A new Section 4.23 is added to Article 4 of the Indenture as follows:



		
	 	     “Section 4.23 Certain Consent Fee Payments.




		
	 	     Not later than 5 Business Days after the consummation of a
VUE/NBC Transaction, the Company will pay to holders of
Notes of record on November 6, 2003 who delivered (and did
not properly revoke) a valid consent to the Supplemental
Indenture dated as of November 21, 2003, to this
Indenture a consent fee of (1) $1.00 for each $1,000.00 in
principal amount of Dollar Notes in respect of which a valid
consent to such Supplemental Indenture was delivered (and
not properly revoked) prior to the Expiration Date and (2)
€1.00 for each €1,000.00 in principal amount of Euro Notes
in respect of which a valid consent to such Supplemental
Indenture was delivered (and not properly revoked) prior to
the Expiration Date. For purposes of this Section 4.23,
“Expiration Date” means 5:00 p.m., New York City time, on
November 20, 2003.”



ARTICLE II



Effective Time



          SECTION 2.01 Effective Time of Amendments to Indenture.



          The amendments to the Indenture set forth in Article I of this
Supplemental Indenture shall only become effective upon the execution and
delivery of this Supplemental Indenture by the Company and the Trustee.



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ARTICLE III



Miscellaneous



          SECTION 3.01 Execution as Supplemental Indenture.


          This Supplemental Indenture is executed and shall be construed as an
indenture supplemental to the Indenture and, as provided in the Indenture, this
Supplemental Indenture shall form a part of the Indenture. Except as herein
expressly otherwise defined, the terms used herein shall have the same meaning
as provided in the Indenture.


          Except as specifically amended above, the Indenture shall remain in full
force and effect and is hereby ratified and confirmed.


          SECTION 3.02 Responsibility for Recitals.


          The recitals herein shall be taken as statements of the Company, and the
Trustee assumes no responsibility for the correctness thereof.


          SECTION 3.03 Successors and Assigns.


          All the covenants and agreements in this Supplemental Indenture by the
Company shall bind its successors and assigns whether so expressed or not.


          SECTION 3.04 Governing Law.


          This Supplemental Indenture and the Notes shall be governed by, and
construed in accordance with, the laws of the state of New York.


          SECTION 3.05 Conflicts.


          In the event of a conflict between the terms and conditions of the
Indenture and the terms and conditions of this Supplemental Indenture, the
terms and conditions of this Supplemental Indenture shall prevail.


          SECTION 3.06 Counterparts.


          This Supplemental Indenture may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument.


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          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date above first written.



	 	 	 	 	 
	 	 	VIVENDI UNIVERSAL S.A.
	 
	 
	 	 	
By:
	 	/s/ DOMINIQUE GIBERT



Name: DOMINIQUE GIBERT

Title:   DEPUTY CFO
	 
	 	 	
By:
	 	/s/ HUBERT
DUPONT-LHOTELAIN



Name: HUBERT DUPONT-LHOTELAIN

Title:   TREASURER
	 
	 	 	 	 	THE BANK OF NEW YORK

as Trustee
	 
	 	 	
By:	 	/s/ TREVOR
BLEWER



Name: TREVOR BLEWER

Title:   VICE PRESIDENT




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