EXHIBIT 4.17
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CONSENT OF GUARANTOR
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The undersigned, a guarantor under a guaranty agreement (as
amended from time to time, the "Guaranty") dated as of March 31, 1998,
made by such guarantor in favor of Prudential and executed in
connection with the Note Agreement referred to in that certain letter
agreement (the "Letter Agreement") dated May 30, 2003, between Xxxx X.
Xxxxxxxxxx & Son, Inc. and The Prudential Insurance Company of America
(the "Prudential"), hereby consents to the Letter Agreement and the
amendments and agreements contained therein and confirms and agrees
that, notwithstanding the Letter Agreement and the effectiveness of
the amendments and agreements contained therein, the Guaranty is, and
shall continue to be, in full force and effect and is hereby confirmed
and ratified in all respects. Nothing herein is intended or shall be
deemed to limit any rights of Prudential under the Guaranty to take
actions without the consent of the undersigned.
Dated as of May 30, 2003
JBS INTERNATIONAL, INC.
By: /s/ XXXXXXX X. XXXXXXXXX
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Title: President
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EXHIBIT B
Form of Consent - Bank Agent and Banks
See Attached
May 30, 2003
The Prudential Insurance Company of America
c/o Prudential Capital Group
Xxx Xxxxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attn: Managing Director
Xxxx X. Xxxxxxxxxx & Son, Inc.
0000 Xxxxx Xxxx
Xxx Xxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx Xxxxxxxxx
Re: Xxxx X. Xxxxxxxxxx & Son, Inc. Consent
Ladies and Gentlemen:
U.S. Bank National Association, Sun Trust Bank, N.A., and LaSalle
Bank National Association (collectively, the "Lenders"), and U.S. Bank
National Association in its capacity as agent for such Lenders (the
"Agent"), in each case under that certain Credit Agreement dated as of
March 31, 1998 (as the same has been amended, "Credit Agreement") by
and among the Agent, the Lenders, Xxxx X. Xxxxxxxxxx & Son, Inc. (the
"Company"), JBS International, Inc., Sunshine Nut Co., Inc., and
Quantz Acquisition Co., Inc., each have reviewed, and hereby consents
to, the terms and conditions of that certain letter agreement dated as
of May 30, 2003 by and between the Company and The Prudential
Insurance Company of America (the "Modification"). The Agent and the
Lenders hereby provide the Company with all consents, waivers, and
approvals required or necessary under the Credit Agreement to
authorize the Company to enter into the Modification, and the Company
shall not be in default under the Credit Agreement by virtue of its
execution of the Modification.
Sincerely,
U.S. BANK NATIONAL ASSOCIATION, as
Agent and as a Lender
By:
Its:
SUN TRUST BANK, N.A., as a Lender
By:
Its:
LASALLE BANK NATIONAL ASSOCIATION, as
a Lender
By:
Its:
EXHIBIT C
Form of Consent - Teachers
See Attached
May 30, 2003
The Prudential Insurance Company of America
c/o Prudential Capital Group
Xxx Xxxxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attn: Managing Director
Xxxx X. Xxxxxxxxxx & Son, Inc.
0000 Xxxxx Xxxx
Xxx Xxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx Xxxxxxxxx
Re: Xxxx X. Xxxxxxxxxx & Son, Inc. Consent
Ladies and Gentlemen:
Teachers Insurance and Annuity Association of America
("Teachers"), the lender under that certain Note Purchase Agreement
dated as of August 30, 1995 (as the same has been amended, "Note
Purchase Agreement"), has reviewed, and hereby consents to, the terms
and conditions of that certain letter agreement dated as of May 30,
2003 by and between Xxxx X. Xxxxxxxxxx & Son, Inc. (the "Company") and
The Prudential Insurance Company of America (the "Modification").
Teachers hereby provides the Company with all consents, waivers, and
approvals required or necessary under the Note Purchase Agreement to
authorize the Company to enter into the Modification, and the Company
shall not be in default under the Note Purchase Agreement by virtue of
its execution of the Modification.
Sincerely,
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By:
Its:
Xxxx X. Xxxxxxxxxx & Son, Inc.
May 30, 2003
Page 7
Prudential Capital Group
Corporate Finance
Xxx Xxxxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000
Tel 000-000-0000
Fax 000-000-0000
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