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Exhibit (c)(10)
March 22, 1999
Xxxxxxx X. Xxxxxxxx
Chief Executive Officer
United States Filter Corporation
00-000 Xxxx Xxxxxx
Xxxx Xxxxxx, XX 00000
Dear Xxxxxxx:
This letter agreement (this "Letter Agreement") sets forth the
understanding among United States Filter Company (the "Company"), Vivendi
("Parent") and you regarding your right to purchase the Company's airplane.
You shall be entitled to purchase the Company's Canadair Challenger
aircraft, model No. 601-3ER, tail No. N502F, at its then depreciated cost, at
such time as you retire or, if earlier, at such time as the Company determines
that it shall sell such aircraft to any third party. You may, in your sole
discretion, deliver to the Company previously acquired shares of Parent stock
in payment or partial payment of such purchase price, which shares shall be
valued at their fair market value on the date such shares are delivered to the
Company.
This Letter Agreement is entered into as of the date hereof;
provided, however, that its effectiveness is conditioned on the consummation of
the transactions contemplated by the Agreement and Plan of Merger by and among
the Parent, EAU Acquisition Corp. and the Company, dated as of March 22, 1999.
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IN WITNESS WHEREOF, the parties have executed this Letter Agreement
on this March 22, 1999.
VIVENDI
By: /s/ Xxxx-Xxxxx Xxxxxxx
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Title: President Directeur General
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UNITED STATES FILTER CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
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Title: C.E.O.
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XXXXXXX X. XXXXXXXX
/s/ Xxxxxxx X. Xxxxxxxx
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