1
EXHIBIT 99.5
WAIVER
Reference is made to (1) the Agreement and Plan of Merger by
and among Omnicom Group Inc. ("Omnicom"), Xxxxxxx Xxxxx Group Inc. ("BHG"),
Career Mosaic Inc., XxxxXxxxxx.XXX, Inc. ("HHNT"), Resume Acquisition
Corporation and ITC Holding Company, Inc. ("ITC") (as amended, the "Merger
Agreement") and (2) the Shareholders' Agreement by and among HHNT, Omnicom, BHG
and ITC (the "Shareholders Agreement").
BHG hereby irrevocably waives its right to designate (1) the
individuals that it was entitled to designate to the HHNT Board of Directors
pursuant to Sections 5.1(iii)(A) and 5.1(iii)(B) of the Merger Agreement and (2)
one of the two directors that BHG is entitled to designate and thereafter
replace pursuant to Section 3 of the Shareholders Agreement. As a result of the
foregoing waivers, BHG will be entitled under the foregoing agreements to
designate only one person for election to the HHNT Board of Directors. No other
right of BHG under the Merger Agreement or the Shareholders Agreement is
affected hereby and such agreements will remain in full force and effect in
accordance with their respective terms.
EXECUTED on this 31st day of July, 2000.
OMNICOM GROUP INC.
/s/ XXXXXX X. XXXXXXXX
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Xxxxxx X. Xxxxxxxx,
Executive Vice President
XXXXXXX XXXXX GROUP INC.
/s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx,
Secretary
