Exhibit 10.28
[LETTERHEAD OF XXXXXX.XXX]
January 26, 2000
Omnicom Finance Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Gentlemen:
Reference is made to the Credit Agreement dated as of November 4, 1999 (the
"Credit Agreement") between Omnicom Finance Inc. as Lender and XXXXXX.XXX Ltd.
and Subsidiary Guarantors. Capitalized terms used herein without a definition
shall have the meaning assigned to such terms by the Credit Agreement.
We have agreed that the subsidiaries of XXXXXX.XXX located in France and
Denmark would not be required to become Subsidiary Guarantors under the Credit
Agreement. Rather, XXXXXX.XXX Holding A/S (formerly Visionik A/S), a
corporation organized under the laws of Denmark (and to the extent
applicable, its own wholly-owned subsidiaries) and SRC Localisation S.A. (to
be renamed XXXXXX.XXX: Paris S.A.), a corporation organized under the laws of
France, would be deemed to be "Unrestricted Subsidiaries" regardless of
whether they meet the definition thereof as set forth in Section 1.1
Notwithstanding the foregoing. XXXXXX.XXX shall pledge 65% of the shares of
capital stock of these subsidiaries to secure its borrowings under the Credit
Agreement.
It is further acknowledged that XXXXXX.XXX has exercised its right to
purchase the remaining equity capital of Pictoris Interactive S.A. ,a
corporation organized under the laws of France. It is intended that the
operations of Pictoris and SRC will be combined in a manner which has yet to
be determined. The resulting entity will also be deemed to be an
"Unrestricted Subsidiary" under the Credit Agreement regardless of whether it
meets the definition thereof as set forth in Section 1.1.
Please indicate your agreement by signing in the space provided below for
your signature.
Very truly yours,
XXXXXX.XXX LTD.
By:____________________
ACCEPTED AND AGREED:
OMNICOM FINANCE INC.
By:_____________________
