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WAIVER AND AGREEMENT
| TO: | Sundial Growers Inc. (the " Borrower ") |
| RE: | Credit agreement dated August 29, 2019 among the Borrower, as borrower, ATB Financial, Bank of Montreal and the other the persons party thereto from time to time as lenders (collectively, the " Lenders "), and ATB Financial, as administrative agent for the Lenders (in such capacity, the " Agent "), as amended by a first amending agreement made as of November 12, 2019 (as amended, the " Credit Agreement ") |
| DATE: | March 30, 2020 |
NOW THEREFORE, in consideration of the waivers, covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby conclusively acknowledged by each of the parties hereto, the parties hereto agree as follows:
Further, the Waivers are limited and shall be effective only with respect to the Interest Coverage Requirement and the Existing SAF Defaults, as applicable; it shall not constitute an agreement, commitment, undertaking, waiver or consent to any other event, circumstance, matter or thing, and is without prejudice to any of the rights or remedies of the Agent or the Lenders under the Credit Agreement or any other Loan Document with respect thereto, and does not extend to any other matter, provision amendment or breach of, or Default or Event of Default under, the Credit Agreement or any other Loan Document. Except as expressly provided herein and for the limited purposes herein, nothing contained herein shall waive, limit or affect (a) any Secured Obligations, (b) any other provision of the Credit Agreement or other Loan Documents or (c) any Security Interests under the Security (and, for certainty, the Loan Parties hereby confirm and agree that such Security Interests shall continue to secure and apply to their respective Secured Obligations), all of which continue in full force and effect.
and the failure of the Borrower to adhere to either (a) or (b) of this Section 2 shall constitute an immediate Event of Default.
[Remainder of Page Intentionally Left Blank]
DATED as of the date first written above.
| ATB FINANCIAL , in its capacity as Agent | ||
| Per: | /s/ Antuane Azpur | |
| Name: Antuane Azpur | ||
| Title: Director, Loan Syndications, ATB Financial, CFS | ||
| Per: | /s/ Samantha Fuss | |
| Name: Samantha Fuss | ||
| Title: Associate Director, Loan Syndications, Corporate Financial Services |
| ATB FINANCIAL , in its capacity as Lender | ||
| Per: | /s/ Maximiliano Herrera | |
| Name: Maximiliano Herrera | ||
| Title: Senior Director, ATB Corporate Financial Services | ||
| Per: | /s/ Christopher Hamel | |
| Name: Christopher Hamel | ||
| Title: Associate Director |
| BANK OF MONTREAL , in its capacity as Lender | ||
| Per: | /s/ Michael M. Johnson | |
| Name: Michael M. Johnson | ||
| Title: Managing Director | ||
| Per: | ||
| Name: | ||
| Title: |
Signature Page - Waiver and Agreement (Sundial)
DATED as of the date first written above.
| BORROWER | ||
| SUNDIAL GROWERS INC. | ||
| Per: | ||
| Name: | ||
| Title: | ||
| Per: | /s/ James Keough | |
| Name: James Keough | ||
| Title: Chief Financial Officer |
Signature Page - Waiver and Agreement (Sundial)
| MATERIAL SUBSIDIARIES KAMCAN PRODUCTS INC. | ||
| Per: | /s/ James Keough | |
| Name: James Keough | ||
| Title: President | ||
| Per: | /s/ Kristine T. Dow | |
| Name: Kristine T. Dow | ||
| Title: Corporate Secretary |
| 2011296 ALBERTA INC. | ||
| Per: | /s/ James Keough | |
| Name: James Keough | ||
| Title: President | ||
| Per: | /s/ Kristine T. Dow | |
| Name: Kristine T. Dow | ||
| Title: Corporate Secretary |
| SPROUT TECHNOLOGIES INC. | ||
| Per: | /s/ James Keough | |
| Name: James Keough | ||
| Title: President | ||
| Per: | /s/ Kristine T. Dow | |
| Name: Kristine T. Dow | ||
| Title: Corporate Secretary |
Signature Page - Waiver and Agreement (Sundial)