|CIMPRESS N.V. filed this Form 8-K on 01/08/2019|
A hereto (the “Amended Credit Agreement”). Except for the revisions to Schedule 2.01A set forth in the Amended Credit Agreement, all schedules and all exhibits to the Existing Credit Agreement, in the forms thereof immediately prior to the date hereof, will continue to be schedules and exhibits to the Amended Credit Agreement mutatis mutandis.
2.Conditions of Effectiveness. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied:
(a)The Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrowers, the Required Lenders, each of the Lenders increasing their Multicurrency Tranche Commitment or assuming a new Multicurrency Tranche Commitment pursuant to this Amendment (the “Increasing Multicurrency Tranche Commitment Lenders”), each of the Lenders assuming a new Dollar Tranche Commitment pursuant to this Amendment (the “Increasing Dollar Tranche Commitment Lenders”), each of the Lenders providing 2019 CUSA Term Loans on the Amendment Effective Date (the “Incremental Term Lenders”) and the Administrative Agent.
(b)The Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors.
(c)The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Morgan Lewis Bockius LLP, U.S. counsel for the Borrowers, (ii) Appleby, Bermuda counsel for the Borrowers, (iii) Stibbe, Dutch counsel for the Borrowers, (iv) Baker & McKenzie Zurich, Swiss counsel for the Borrowers, in each case in form and substance reasonably satisfactory to the Administrative Agent and its counsel and covering such matters relating to the Borrowers, the Amended Credit Agreement, this Amendment or the Transactions as the Administrative Agent shall reasonably request. The Company hereby requests such counsels to deliver such opinions.
(d)The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrowers, the authorization of the Transactions and any other legal matters relating to the Borrowers, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(e)The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Amended Credit Agreement.
(f)The Administrative Agent shall have received, to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the date hereof, a Beneficial Ownership Certification in relation to such Borrower.
(g)The Administrative Agent shall have received (i) for the account of each Increasing Multicurrency Tranche Commitment Lender, each Increasing Dollar Tranche Commitment Lender and each Incremental Term Lender that delivers its executed signature page to this Agreement by no later than the date and time specified by the Administrative Agent, an upfront fee in an amount equal to the applicable amount previously disclosed to such Lenders and (ii) all fees and other amounts due and payable on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-