EXHIBIT 3
December 8, 2000
Ms. Nancy Fitzsimmons
The Bank of New York
101 Barclay Street
New York, NY 10286
RE: Vivendi Universal (the "Company")
Dear Ms. Fitzsimmons:
Reference is made to the Deposit Agreement, dated as of April 19, 1995,
as amended and restated as of September 11, 2000, and as further amended and
restated as of the date hereof among the Company, The Bank of New York (the
"Depositary"), and all Owners and Beneficial Owners from time to time of
American Depositary Receipts issued thereunder (the "Deposit Agreement"). With
respect to any fees that may be payable pursuant to clause (5) of Section 5.09
or clause (b) of the third paragraph of Section 6.02 of the Deposit Agreement,
we agree to pay to the Depositary, in consideration of the Depositary's
agreement not to charge and collect from Owners and Beneficial Owners, an amount
equal to $2.50 per 100 American Depositary Shares (or portion thereof), to the
extent charged by the Depositary, for the execution and delivery of Receipts
pursuant to Section 4.03 or for the surrender of Receipts and withdrawal of the
Deposited Securities, but in any case solely with respect to Receipts issued to
or surrendered by Beneficial Owners who are Owners of Receipts in physical
certificated form or through the Direct Registration System which were (i)
issued in connection with the Merger Agreement dated as of June 19, 2000 among
Vivendi S.A., 3744531 Canada Inc., Canal Plus S.A., Sofiee S.A. and The Seagram
Company Ltd. ("Initial Receipts") or (ii) issued to the same Owner in respect of
the Initial Receipts delivered. With respect to the foregoing sentence, we agree
and acknowledge that the Depositary, in its sole discretion, will determine
which Receipts surrendered are eligible for treatment as set forth in such
sentence, and that any and all such determinations by the Depositary shall be
final and binding on us and all Owners and Beneficial Owners. Notwithstanding
the foregoing, it is understood that the Depositary may charge the remainder of
the cancellation fee as set forth in clause (5) of Section 5.09 or clause (b) of
the third paragraph of Section 6.02 to, and, to the extent charged, such
remainder will be borne by, the Owner. The parenthetical references in the third
paragraph of Section 6.02 to the deductions of the fee of the Depositary for the
surrender of a Receipt (but not the references to expenses and taxes and
governmental charges) shall be applicable only after giving affect to the
Company's obligation under this letter agreement.
<PAGE>
Notwithstanding the foregoing, the Company shall, in no event, be
obligated to pay an amount greater than $2.50 per 100 American Depositary Shares
held by any particular Beneficial Owner who is an Owner, and the Depositary
shall not be obligated hereunder to fail to collect any such greater amount from
such Owners.
This letter agreement is being executed and delivered contemporaneously
with the Deposit Agreement and shall be deemed to be a part of the Deposit
Agreement. Accordingly, the provisions of Sections 5.08 and 6.01 and Article 7
are applicable to this letter agreement. Although the Company acknowledges that
the fees or charges of the Depositary can be increased without the approval of
the Owners pursuant to the last sentence of Section 6.01(a), any such increase
shall not in any way increase or reduce the Company's obligations under this
letter agreement.
Capitalized terms used but not defined herein shall have the meaning
ascribed thereto in the Deposit Agreement.
Very truly yours,
Vivendi Universal
By: /s/ Guillaume Hannezo
----------------------------
Name: Guillaume Hannezo
Title: Chief Financial Officer
AGREED
The Bank of New York
By: /s/ Nancy A. Fitzsimmons
--------------------------
Name: Nancy A. Fitzsimmons
Title: Vice President
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