Exhibit 4.01(a) - Consent to Credit Agreement among
U.S.A. Floral Products, Inc.,
various Lending Institutions and
Bankers Trust Company, as Agent,
dated as of January 26, 1998.
CONSENT TO CREDIT AGREEMENT
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CONSENT (this "Consent"), dated as of January 26, 1998, among U.S.A. FLORAL
PRODUCTS, INC., a Delaware corporation (the "Borrower"), the lenders party to
the Credit Agreement referred to below (the "Banks") and BANKERS TRUST COMPANY,
as agent (the "Agent"). Unless otherwise defined herein, all capitalized terms
used herein and defined in the Credit Agreement are used herein as so defined.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrower, the Banks and the Agent are parties to a Credit
Agreement, dated as of October 16, 1997 (the "Credit Agreement");
WHEREAS, the Borrower wishes to consummate a transaction (the
"Acquisition") whereby it will acquire all of the issued and outstanding capital
stock of each of (i) Continental Farms, LTD and (ii) Atlantic Bouquet Co., Ltd
for a total consideration of $55,000,000, consisting of $27,500,000 in cash and
$27,500,000 of the common stock of the Borrower; and
WHEREAS, in connection with the Acquisition, the Borrower has requested
that the Xxxxx xxxxx, and the Banks have agreed to grant (subject to the terms
and conditions hereof), the consent provided herein;
NOW, THEREFORE, it is agreed:
1. Notwithstanding anything to the contrary contained in Section 8.02(f)(i) of
the Credit Agreement, the Banks hereby consent to the consummation of the
Acquisition with the consideration payable as set forth above.
2. Notwithstanding anything to the contrary contained in Section 8.02(f)(v) of
the Credit Agreement, the Banks hereby agree that for purposes of demonstrating
compliance with Section 8.02(f)(v) of the Credit Agreement in connection with
the Acquisition, the financial information required to be delivered by the
Borrower may be prepared based on the Test Period of the Borrower ended
September 30, 1997.
3. In order to induce the Banks to enter into this Consent, the Borrower
hereby represents and warrants that (i) the representations, warranties and
agreements contained in Section 6 of the Credit Agreement are true and correct
in all material respects on and as of the Consent Effective Date (as defined
below), both before and after giving effect to this Consent and (ii) there
exists no Default or Event of Default on the Consent Effective Date, both before
and after giving effect to this Consent.
4. This Consent is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
5. This Consent may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument. A complete set of counterparts
shall be lodged with the Borrower and the Agent.
6. THIS CONSENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW
YORK.
7. This Consent shall become effective on the date (the "Consent Effective
Date") when the Borrower and the Required Banks shall have signed a counterpart
hereof (whether the same or different counterparts) and shall have delivered
(including by way of facsimile) the same to the Agent at the Notice Office.
8. From and after the Consent Effective Date, all references in the Credit
Agreement and in the other Credit Documents to the Credit Agreement shall be
deemed to be references to the Credit Agreement as modified hereby.
* * *
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Consent as of the date first above written.
U.S.A. FLORAL PRODUCTS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Title: Chief Financial Officer
BANKERS TRUST COMPANY,
Individually and as Agent
By: /s/ Xxxxx X. Xxxx
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Title: Vice President
BANKBOSTON, N.A.
By: /s/ Xxxxxx X. Xxxxx
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Title: Vice President
CORESTATES BANK, N.A.
By:
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Title:
LA SALLE NATIONAL BANK
By: /s/ Xxxx Xxxxxxxxx
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Title:
FLEET BANK, N.A.
By: /s/ Xxxxxx Xxxx
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Title: Vice President
