|CIMPRESS N.V. filed this Form 8-K on 01/08/2019|
AMENDMENT NO. 2
Dated as of January 7, 2019
Dated as of October 21, 2011
as amended and restated as of February 8, 2013
and as further amended and restated as of July 13, 2017
THIS AMENDMENT NO. 2 (this “Amendment”) is made as of January 7, 2019 by and among Cimpress N.V. (the “Company”), Vistaprint Limited, Cimpress Schweiz GmbH, Vistaprint B.V. and Cimpress USA Incorporated (collectively, the “Subsidiary Borrowers” and, together with the Company, the “Borrowers”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders (the “Administrative Agent”), under that certain Credit Agreement dated as of October 21, 2011, as amended and restated as of February 8, 2013 and as further amended and restated as of July 13, 2017, by and among the Borrowers, the Lenders from time to time party thereto and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Amended Credit Agreement (as defined below).
WHEREAS, the Company has requested incremental Term Loans pursuant to Section 9.02(c) of the Existing Credit Agreement and corresponding amendments to the Existing Credit Agreement to effect the provisions of Section 9.02(c);
WHEREAS, the Company has requested an increase in the Multicurrency Tranche Commitments and an increase in the Dollar Tranche Commitments;
WHEREAS, the Company has requested that the requisite Lenders and the Administrative Agent agree to certain amendments to the Existing Credit Agreement;
WHEREAS, the Borrowers, the Lenders party hereto and the Administrative Agent have agreed to amend the Existing Credit Agreement on the terms and conditions set forth herein;
WHEREAS, as of the Amendment Effective Date, the Existing Credit Agreement will be deemed amended in the form of the Amended Credit Agreement;
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree to enter into this Amendment.
1.Amendment to the Credit Agreement. Effective as of the date of satisfaction of the conditions precedent set forth in Section 2 below, the parties hereto agree that the Existing Credit Agreement is hereby amended to read in its entirety in the form of the Amended Credit Agreement set forth as Annex