SEC Filings

8-K
CIMPRESS N.V. filed this Form 8-K on 01/08/2019
Entire Document
 

7.Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

8.Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, e-mailed.pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment.

9.Lenders; New Lenders.

(a)For the avoidance of doubt, each of the Incremental Term Lenders party hereto that is a “Lender” under the Existing Credit Agreement immediately prior to the Amendment Effective Date and that has a 2019 CUSA Term Loan Commitment as set forth on Schedule 2.01A to the Amended Credit Agreement attached hereto acknowledges and agrees that it is a “Term Lender” under the Amended Credit Agreement in respect of 2019 CUSA Term Loans. Each of the Incremental Term Lenders party hereto that is not a “Lender” under the Existing Credit Agreement immediately prior to the Amendment Effective Date and that has a 2019 CUSA Term Loan Commitment as set forth on Schedule 2.01A to the Amended Credit Agreement attached hereto hereby (i) represents and warrants that it is legally authorized to enter into this Amendment and the Amended Credit Agreement, (ii) confirms that it has received a copy of the Amended Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 of the Existing Credit Agreement, as applicable, and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and the Amended Credit Agreement, (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender under the Amended Credit Agreement and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement or any other instrument or document furnished pursuant hereto or thereto, (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto and (v) acknowledges and agrees that (x) it will be bound by the provisions of the Amended Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a “Lender” under the Amended Credit Agreement and (y) it is a “Term Lender” under the Amended Credit Agreement in respect of 2019 CUSA Term Loans.

(b)Each of the Increasing Multicurrency Tranche Commitment Lenders and Increasing Dollar Tranche Commitment Lenders, as applicable, party hereto that is not a “Lender” under the Existing Credit Agreement immediately prior to the Amendment Effective Date and that has a Multicurrency Tranche Commitment or a Dollar Tranche Commitment, as applicable, as set forth on Schedule 2.01A to the Amended Credit Agreement attached hereto hereby (i) represents and warrants that it is legally authorized to enter into this Amendment and the Amended Credit Agreement, (ii) confirms that it has received a copy of the Amended Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 of the Existing Credit Agreement, as applicable, and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and the Amended Credit Agreement, (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender under the Amended Credit Agreement and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement or any other instrument or document