Exhibit 10.28
AMENDMENT NO. 11 TO CREDIT AGREEMENT
AMENDMENT NO. 11 TO CREDIT AGREEMENT (this “Agreement”), dated as of March 17, 2021, among KNOWLTON DEVELOPMENT CORPORATION INC., a corporation duly amalgamated under the laws of the Province of British Columbia (the “Borrower Representative”), 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 by that certain Amendment No. 1 to Credit Agreement dated as of August 22, 2019, that certain Amendment No. 2 to Credit Agreement, dated as of September 25, 2019, that certain Incremental Amendment (Amendment No. 3 to Credit Agreement), dated as of January 23, 2020, that certain Refinancing Amendment (Amendment No. 4 to Credit Agreement), dated as of January 29, 2020, that certain Incremental Amendment (Amendment No. 5 to Credit Agreement), dated as of April 30, 2020, that certain Refinancing and Incremental Amendment (Amendment No. 6 to Credit Agreement), dated as of July 28, 2020, that certain Consent to Credit Agreement (Amendment No. 7 to Credit Agreement), dated as of September 29, 2020, that certain Incremental Amendment (Amendment No. 8 to Credit Agreement), dated as of December 4, 2020, that certain Incremental Amendment (Amendment No. 9 to Credit Agreement), dated as of January 27, 2021, that certain Incremental Amendment (Amendment No. 10 to Credit Agreement), dated as of February 24, 2021 and as further 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 Administrative Agent and UBS, as collateral agent.
RECITALS:
WHEREAS, Section 9.02(d) of the Credit Agreement provides that if the Agent and the Borrower Representative have jointly identified any ambiguity, mistake, defect, inconsistency, obvious error or any error or omission of a technical nature or any necessary or desirable technical change, in each case, in any provision of any Loan Document, then the Agent and the Borrower Representative shall be permitted to amend such provision without the consent of any Lender solely to address such matter as reasonably determined by them acting jointly.
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. 11 Closing Date (as defined below), refer to the Credit Agreement as amended hereby.
SECTION 2. Amendments to Credit Agreement. On and after February 26, 2021, in accordance with Section 1.04(a) of the Credit Agreement, all references to IFRS in the Credit Agreement and any provisions thereof shall be deemed to refer to GAAP and the equivalent provisions under GAAP; provided, that notwithstanding anything to the contrary contained herein, for purposes of calculating Consolidated Adjusted EBITDA (including any component definitions thereof) for all purposes of the Credit Agreement, all intangible assets (including development costs) shall continue to be capitalized in accordance with IFRS (IAS 38 – Intangible Assets).
