|CIMPRESS N.V. filed this Form 8-K on 01/08/2019|
“Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the Company and its Subsidiaries in an aggregate principal amount exceeding $35,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Company or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Company or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.
“Material Subsidiary” means each Subsidiary (i) which, as of the most recent fiscal quarter of the Company, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 5.01, contributed greater than ten percent (10%) of Consolidated EBITDA for such period or (ii) which contributed greater than ten percent (10%) of Consolidated Total Assets as of such date; provided that, if at any time the aggregate amount of Consolidated EBITDA or Consolidated Total Assets attributable to all Subsidiaries that are not Loan Parties exceeds twenty-two and one half percent (22.5%) of Consolidated EBITDA for any such period or twenty-two and one half percent (22.5%) of Consolidated Total Assets as of the end of any such fiscal quarter, the Company (or, in the event the Company has failed to do so within ten days, the Administrative Agent) shall designate sufficient Subsidiaries as “Material Subsidiaries” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Material Subsidiaries; provided further that, solely for purposes of determining compliance with the requirements above, (a) Consolidated Total Assets shall exclude (1) assets that are considered to be intangible assets under GAAP, including customer lists, goodwill, developed technology, copyrights, trade names, trademarks, patents, franchises, licenses, capitalized research, development costs, capitalized software and website development, (2) intercompany receivables or loans between Persons that become Subsidiaries, (3) that portion of the assets of Subsidiaries that are not wholly-owned Subsidiaries that is attributable to the percentage of equity interests not held, directly or indirectly, by the Company or its wholly-owned Subsidiaries and (4) negative cash balances and (b) Consolidated EBITDA attributable to any Specified Non-Required Subsidiary shall be excluded from the calculation of the 20% of Consolidated EBITDA threshhold in the foregoing proviso.
“Maturity Date” means June 14, 2023; provided that, if the Company has not refinanced, replaced, or otherwise extended the “Stated Maturity” under (and as defined in) the 2022 Senior Unsecured Notes Indenture (the “Notes Maturity Date”) in respect of all outstanding 2022 Senior Unsecured Notes (and any notes or other Indebtedness representing the refinancing or replacement thereof and any other notes or other Indebtedness issued pursuant to the 2022 Senior Unsecured Notes Indenture) such that the maturity date of all such 2022 Senior Unsecured Notes (and any notes or other Indebtedness representing the refinancing or replacement thereof and any other notes or other Indebtedness issued pursuant to the 2022 Senior Unsecured Notes Indenture) is at least ninety-one (91) days after the Maturity Date, then if at any time during the period (the “Specified Period”) commencing on the date that is ninety-one (91) days prior to the Notes Maturity Date through and including the Notes Maturity Date, the Company fails to maintain Liquidity (calculated on a pro forma basis after giving effect to the repayment in full of the aggregate outstanding principal amount of the 2022 Senior Unsecured Notes and all such other notes and Indebtedness) of at least $200,000,000, the Maturity Date shall instead be the first date during the Specified Period on which the Company fails to maintain Liquidity of at least such amount.
“Maximum Capital Expenditure Amount” means, with respect to any fiscal year of the Company, an amount equal to the greater of (i) $140,000,000 and (ii) 70% of Consolidated EBITDA for the immediately preceding fiscal year of the Company.