EXHIBIT 4.8
Cordiant Communications Group plc
1-5 Midford Place
London
W1T 5BH
On behalf of all Obligors as defined in
the Facilities Agreement referred to below
4th July, 2003
Dear Sirs
Facilities Agreement dated 4th July, 2000 between Cordiant Communications Group
plc as the Parent and certain of its subsidiaries as Borrowers and/or
Guarantors, The Bank of New York and HSBC Bank plc as Arrangers, the banks and
financial institutions listed therein as the Banks and HSBC Bank plc as Agent,
Security Trustee and Common Security Trustee, The Bank of New York as Swingline
Bank and HSBC Bank plc as Overdraft Bank (each capitalised term as defined
therein) as amended, restated and supplemented from time to time (the
"Facilities Agreement")
Amended and Restated Note Purchase Agreement dated 19 April 2002 entered into by
Cordiant Finance Inc as Issuer, Cordiant Communications Group plc as Parent
Guarantor and the Noteholders listed in Schedule A thereto (the "Amended Note
Purchase Agreement")
We refer to the Facilities Agreement and the Amended Note Purchase Agreement.
Terms and expressions defined in the Facilities Agreement shall have the same
meanings when used in this letter unless otherwise defined.
We refer to Clause 3.2.1 of the Facilities Agreement which provides that the
obligation of the Overdraft Bank to make available any Utilisation is subject to
the condition that, inter alia, at the date of each Utilisation no Default shall
have occurred and be continuing unremedied and unwaived or would result from the
making of such Utilisation.
We also refer to the proposed transfer by the Parent of its entire shareholdings
in Financial Dynamics Holdings Limited ("FD"), C&FD (Holdings) Limited ("C&FD"),
Financial Dynamics Ireland Limited ("FD Ireland") and FD International Limited
("FD Ltd") 3319th Single Member Shelf Trading Company Limited ("Newco") and the
transfer by the Parent's Subsidiary Lighthouse Global Network Inc of its entire
shareholding in Morgen-Walke Associates, Inc ("MWA") to FD MWA Holdings, Inc., a
wholly owned subsidiary of Newco in each case, substantially on the terms of the
draft sale and purchase agreement attached to this letter (the "Disposals").
In order to effect the Disposals it will be necessary to:
1 release FD, C&FD, FD Ltd, MWA, Corporate & Financial Design Limited
and Financial Dynamics Limited (the "Companies") and the shares in
each of the Companies from the security and other obligations of the
Finance Documents; and
2 allow the Parent to deposit an amount of up to (pounds)735,712 from
the proceeds of the Disposals into an account held at HSBC Bank plc
("HSBC") as cash collateral in respect of all of HSBC's obligations
under guarantee number 102/153906B which was issued by HSBC in favour
of Holborn Gate (Nominee No 1) Ltd and Holborn Gate (Nominee No 2) Ltd
on 6th November, 2000 and to charge in favour of
HSBC by way of a first fixed charge all of its right title and interest in
such moneys (the "Charge").
We hereby:
1 waive, until the Agent gives any notice to the Parent under Clause
14.2 (Acceleration) of the Facilities Agreement, our rights under
Clause 3.2.1 of the Facilities Agreement to prevent Utilisations of
the Overdraft Facility;
2 provided that the proceeds of the Disposals (other than those subject
to the Charge) are applied in accordance with Clause 8.6.4 of the
Facilities Agreement and the Intercreditor Agreement, consent to the
Disposals and for the purposes of the Disposals:
2.1 consent to the release of the Companies from their obligations under
the Finance Documents and to the creation of the Charge; and
2.2 confirm that we will release (where required) and will otherwise
procure or instruct the Security Trustee and/or the Common Security
Trustee to release, the Companies from the security and other
obligations of the Finance Documents,
Yours faithfully
/s/ [illegible]
.................................................
for and on behalf of
WPP NO. 2337 LIMITED