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EXHIBIT 10.5
(SAFETY 1ST LETTERHEAD)
July 24, 1998
BNY International Limited
Sovereign House
PO Box 000
Xxxxxx Xxxxxx
Xxxxxxxx
XX0 0XX
Dear Sirs:
RE: SAFETY 1ST (EUROPE) LIMITED ("the COMPANY")
We are aware that you propose to enter or have entered into an Invoice
Discounting Agreement together with certain other financial facilities with the
Company ("the Facilities").
In consideration of you entering into and/or continuing to provide the
Facilities to the Company we hereby confirm that we shall not at any time claim
any interest (whether by Reservation of Title rights or otherwise) that we may
have in respect of any goods supplied to the Company or the proceeds thereof
which claim may in any way conflict with any interest acquired or purportedly
acquired by you in or in respect of such goods or such proceeds pursuant to the
Facilities.
We understand that the confirmation as detailed above is to be relied upon by
yourselves and forms an integral part of the conditions you require in order to
enter into and thereafter continue to provide the Facilities to the Company. We
confirm that such confirmation may not be revoked without your consent.
Yours faithfully,
/s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx
Chief Financial Officer
Safety 1st, Inc. 000 Xxxxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxxxxx 00000 1-617-964-7744
WATS 0-000-000-0000 FAX 0-000-000-0000 VOICE MAIL 0-000-000-0000