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Exhibit 10.21
Houbigant Inc.
0000 Xxxxxxxx Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx
February 14, 1995
Parfums Parquet Incorporated
000 Xxxxxxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
Dear Sirs:
Reference is made to that certain License Agreement dated August 10,
1994, as modified on August 16, 1994, September 16, 1994 and September 21, 1994
(the "License Agreement"), between Houbigant Inc. (the "Grantor") and Parfums
Parquet Incorporated ("Licensee"). Capitalized terms used herein and not
otherwise defined herein shall have the respective meanings ascribed to them in
the License Agreement.
In accordance with paragraph 38(k) of the License Agreement, and as a
condition to Closing under the License Agreement, the Grantor hereby agrees that
from and after the Closing Date and after confirmation of its anticipated plan
of reorganization, the Grantor will operate its business in the ordinary course
as, among other things, a designer, marketer and distributor of perfumes,
fragrance products and related products. Grantor agrees that it will not enter
into any transactions unrelated to its business that will have a material
adverse effect on Grantor's post-confirmation financial condition. In addition,
Grantor agrees that in connection with its business it will not execute any
guarantees nor make any commitments on behalf of any other person or firm other
than in the ordinary course of its business or for or on behalf of any wholly
owned subsidiaries of Grantor engaged in businesses related to Grantor's
business, without the prior written consent of the Banks and Licensee thereto.
The Grantor acknowledges that the Licensee shall have the right to
receive financial and business information from time to time concerning the
Grantor upon reasonable request, and including the right upon reasonable notice
to the Grantor to review relevant books and records of the Grantor in addition
to receiving periodic financial and other information with respect to the
Grantor as may be required by the License Agreement.
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The Grantor acknowledges that the undertakings of the Grantor pursuant
to this letter agreement constitute material inducements to the Licensee to
enter into the License Agreement and consummate the transactions contemplated
thereunder.
This Agreement shall be binding on the Grantor and all persons or
corporations succeeding to or acquiring the business now carried on by the
Grantor.
Very truly yours,
HOUBIGANT INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Exec. Vice President
