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EXHIBIT 10.11
October 18, 1996
Fleet National Bank, as Agent
Xxx Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: Loan Arrangement With Safety 1st, Inc. and Its Subsidiaries
Ladies and Gentlemen:
Fleet National Bank, The First National Bank of Boston and USTrust
(collectively, the "Banks") have entered into a certain loan arrangement with
Safety 1st, Inc., Safety 1st International, Inc., Safety 1st (Europe) Limited,
3232301 Canada Inc., and Safety 1st Home Products Canada, Inc. (collectively,
the "Borrowers") which loan arrangement is evidenced by, among other documents
and instruments, a certain Loan Agreement dated as of March 28, 1996, as amended
(the "Agreement"). The Borrowers have requested that the Bank amend and
restructure certain of the terms and conditions of the Loan Agreement, and the
Banks have agreed to so amend the loan arrangement, as set forth in a certain
Third Amendment to Loan Agreement of even date herewith (the "Third Amendment").
However, the Banks' agreement to enter into the Third Amendment is subject to
and in consideration of the representations and warranties made in this letter
by the Borrowers.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Borrowers each acknowledge and
agree that any and all collateral and security granted by the Borrowers to the
Banks in connection with the Loan Agreement remains in full force and effect and
continues to secure all Obligations (as such term is defined in the Loan
Agreement, as amended by the Third Amendment) of the Borrowers to the Banks.
Without limiting the foregoing, the Borrowers each specifically acknowledge and
agree that each of the documents listed below continue to secure all Obligations
of the Borrowers to the Bank:
- SECURITY AGREEMENT dated March 28, 1996 granted by Safety 1st,
Inc.
- SECURITY AGREEMENT dated March 28, 1996 granted by Safety 1st
International, Inc.
- DEBENTURE dated March 28, 1996 granted by Safety 1st (Europe)
Limited
- HYPOTHEC dated March 28, 1996 granted by 3232301 Canada Inc.
- HYPOTHEC dated March 28, 1996 granted by Safety 1st Home
Products Canada, Inc.
- COLLATERAL ASSIGNMENT OF PATENTS dated March 28, 1996 granted
by Safety 1st, Inc.
- APPLICATION TO REGISTER RIGHTS dated March 28, 1996 granted by
Safety 1st (Europe) Limited
- COLLATERAL ASSIGNMENT OF TRADEMARKS dated March 28, 1996
granted by
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Safety 1st, Inc.
- APPLICATION TO REGISTER RIGHTS acquired under registered
design - Safety 1st (Europe) Limited
The Borrowers further acknowledge and agree that all collateral and
other security granted in any and all documents executed by each of the
Borrowers including, without limitation, those listed above, would secure all
Obligations of the Borrowers to the Bank under the Loan Agreement, as same may
be further amended, modified or restated from time to time, even in the absence
of the foregoing representation.
It is intended that this letter take effect as an instrument under seal
as of the date first written above.
SAFETY 1ST, INC.
By:_________________________
Xxxxxxx Xxxxxx, President
SAFETY 1ST INTERNATIONAL, INC.
By:__________________________
Xxxxxxx Xxxxxx, President
SAFETY FIRST (EUROPE) LIMITED
By:___________________________
Xxxxxxx Xxxxxx, Director
3232301 CANADA INC.
By:___________________________
Xxxxxxx Xxxxxx, President
SAFETY 1ST HOME PRODUCTS CANADA, INC.
By:____________________________
Xxxxxxx Xxxxxx, CEO
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