Exhibit 10.23
CONSENT TO CREDIT AGREEMENT
(AMENDMENT NO. 7 TO CREDIT AGREEMENT)
CONSENT TO CREDIT AGREEMENT (AMENDMENT NO. 7 TO CREDIT AGREEMENT) (this “Agreement”), dated as of September 29, 2020, among KNOWLTON DEVELOPMENT CORPORATION INC., a corporation duly amalgamated under the laws of the Province of British Columbia (the “Borrower Representative”), the lenders party hereto (the “Lenders”) and UBS AG, Stamford Branch (“UBS”), as administrative agent (in such capacity, the “Agent”), relating to that certain Credit Agreement, dated as of December 21, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified through the date hereof, the “Credit Agreement”), among KNOWLTON DEVELOPMENT HOLDCO, INC., a corporation duly constituted under the laws of the Province of British Columbia, as Holdings, the Borrower Representative, KDC US HOLDINGS, INC., a Virginia corporation, as the US Borrower, the Lenders and Issuing Banks from time to time party thereto, the Agent and UBS, as collateral agent.
RECITALS:
WHEREAS, pursuant to Section 9.02(b) of the Credit Agreement, the Borrower has requested that the Lenders (collectively constituting the Required Lenders) hereby consent to the financial delivery extension described in Section 2 hereof, and, subject to the satisfaction of the conditions set forth herein, the Required Lenders are willing to do so.
NOW THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference in the Credit Agreement to “this Agreement”, “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference, and each reference in any other Loan Document to “the Credit Agreement”, “thereof”, “thereunder”, “therein” or “thereby” or any other similar reference to the Credit Agreement shall, from the Amendment No. 7 Closing Date (as defined below), refer to the Credit Agreement as amended hereby.
SECTION 2. Consent. Subject to the satisfaction of the conditions set forth in Section 4 hereof, the Lenders (collectively constituting the Required Lenders) hereby agree to extend the date on which the Borrower is required to deliver (i) the consolidated balance sheet of Holdings as at the end of the Fiscal Quarter ended July 31, 2020 (the “July 2020 Fiscal Quarter”), (ii) the related consolidated statements of income, cash flows and stockholders’ equity of Holdings for such July 2020 Fiscal Quarter, (iii) the corresponding Responsible Officer Certification for such July 2020 Fiscal Quarter, (iv) the corresponding Compliance Certificate for such July 2020 Fiscal Quarter and (v) any other deliverables required to be delivered for the July 2020 Fiscal Quarter pursuant to Section 5.01 of the Credit Agreement (collectively, the “July 2020 Quarterly Reporting Package”), in each case, until October 30, 2020 and hereby consent to the delivery of the July 2020 Quarterly Reporting Package on or prior to October 30, 2020 (or such later date as the Required Lenders may agree in their sole discretion, which extension may be given by email).
SECTION 3. Representations of the Borrower. After giving effect to this Agreement, the Borrower Representative represents and warrants that the representations and warranties of the Borrower Representative set forth in the Credit Agreement and the other Loan Documents will be true in all material respects on and as of the Amendment No. 7 Closing Date; provided, that (A) to the extent that any such representation or warranty expressly relates to an earlier date such representation or warranty will be true in all material respects as of such earlier date and (B) if such representation or warranty is qualified by or subject to a “material respects”, “material adverse effect”, “material adverse change” or similar term or qualification, such representation and warranty will be true in all respects.
