Vivendi Universal S. A v. Argentine Republic, ICSID Case No. ARB/03/19, Award (9 April 2015) (“Suez v. Argentina”)
Vivendi Universal S. A., a corporation existing under the laws of France (hereinafter referred to as "Vivendi"), VIVENDI UNIVERSAL EXCHANGECO INC., a corporation existing under the laws of Canada (hereinafter referred to as "Vivendi Universal Exchangeco"), CIBC Mellon Trust Company, as custodian, a trust company incorporated under the laws of Canada (hereinafter referred to as the "Custodian"),
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:
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.
Vivendi Universal S. A., a societe anonyme organized under the Laws of France ("Vivendi"), and Universal Studios Holding III Corp., a Delaware corporation and a Subsidiary of Vivendi ("Holding" and, together with Parent and any Person who is added to this Agreement pursuant to Section 2.1 or, prior to an IPO, Section 6.4, the "Stockholders").
Vivendi Universal S. A., a societe anonyme organized under the Laws of France, and Universal Studios Holding III Corp., a Delaware corporation and a Subsidiary of Vivendi ("Holding" and, together with NBCH and any Person who is added to the Stockholders Agreement pursuant to Section 2.1 or, prior to an IPO, Section 6.4 of the Stockholders Agreement, the "Stockholders"). Capitalized terms used herein without definition shall have the respective meanings set forth in the Stockholders Agreement. Pursuant to Section 4.5(b) of the Stockholders Agreement, GE hereby guarantees the payment in full to NTI of all amounts due or payable under [Replacement Security], issued by [name of issuing GE Subsidiary] (the "Subsidiary Issuer"), dated [_______] (herein, the "Security") (including, without limitation, all dividends accrued under the Security but which have not been declared as dividends by the Board of Directors of the Subsidiary Issuer or if declared, have not been paid to NTI). GE's obligation under this guarantee may be fulfilled by GE causing HoldCo to make a capital contribution to NTI of all amounts due to NTI under this guarantee. Please evidence your agreement with the foregoing by executing a copy of this letter agreement and returning it to us. Very truly yours, GENERAL ELECTRIC COMPANY By: ----------------------------------------- Name: Title: Acknowledged and agreed to as of the date first written above: NBC TELEMUNDO, INC. By: ------------------------------------- Name: Title: EXHIBIT B General Electric Company 3135 Easton Turnpike, W3 Fairfield, XX 00000 ____ __, 2___ NBC Telemundo, Inc. 30 Rockefeller Plaza New York, NY 10112 Attn: President Ladies axx Xxxxxxxxx:
Vivendi Universal S. A., Energies USA, S.A., Apollo Energy, LLC, Sithe Energies, Inc. and Individual Stockholders [Docket No. EC02–106–000] Take notice that on August 20, 2002, Vivendi Universal, S.A. (Vivendi), Energies USA, S.A. (EUSA), Apollo Energy, LLC (Apollo Energy), Sithe Energies, Inc. (Sithe), and Individual Stockholders (collectively, Applicants), filed with the Federal Energy Regulatory Commission (Commission) an application pursuant to section 203 of the Federal Power Act for authorization of a disposition of jurisdictional facilities whereby Vivendi, EUSA and Individual Stockholders will sell their ownership interests in Sithe to Apollo Energy for cash. Sithe states that it is engaged primarily, through various subsidiaries, in the development and operation of non-utility generation facilities. Apollo Energy was created for the purpose of acquiring the interests in Sithe and has not control over electric generation or transmission facilities. Applicants state that the transaction will have no adverse effect on competition, rates or regulation. Comment Date: September 20, 2002.
Vivendi Universal S. A. v. Argentine Republic, ICSID Case No. ARB/97/3, Award, 21 November 2000.
Vivendi Universal S. A., a societe anonyme organized under the laws of France (the "Company"), hereby certifies, through its duly appointed officers named below, that, on the date hereof and before the consummation of the transactions contemplated by the Purchase Agreement dated as of February 12, 2003 (the "Warrant Purchase Agreement"), between Deutsche Bank AG London Branch and the Company, it has good, legal and beneficial ownership in the Warrants to be sold by the Company under the Warrant Purchase Agreement, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind. The Company understands that Cravath, Swaine & Moore is relying on this Certificate in giving its opinion, dated of evxx xxte herewith, pursuant to Section 6(a)(i)(B) of the Warrant Purchase Agreement. Capitalized terms used herein and not defined shall have the meanings assigned to them in the Warrant Purchase Agreement.
Vivendi Universal S. A., By -------------------------- Annex II Equity Warrant Agreement dated as of May 7, 2002, between USA Interactive and The Bank of New York, as warrant agent. Amended and Restated Governance Agreement dated as of December 16, 2001, among USA Interactive, Vivendi Universal, S.A., Universal Studios, Inc., Liberty Media Corporation and Mr. Barry Diller. Amended and Restated Stockholders Agreement dated ax xx Xxxxxxxr 16, 2001, among Universal Studios, Inc., Liberty Media Corporation, Mr. Barry Diller and Vivendi Universal, S.A., subject to the expiration of xxx Xxxxx Xxtices dated December 18, 2002 from Vivendi to Liberty Media Corporation and Diller relating to their rights of first offer under Sections 4.5 and 4.0 xxxreof. Exhibit B Form of Lock-up Agreement February __, 2003 Deutsche Bank Securities Inc. One South Street Baltimore, Maryland 21202 Ladies and Gentlemen:
