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Current report (Form 8-K) · Jun 4, 2026 · Multiple disclosures including restructuring or layoffs and leadership change
EX-10.1
cimpress-2026amendmentan.htm
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EX-10.1 · cimpress-2026amendmentan.htm EX-10.1 2 cimpress-2026amendmentan.htm EX-10.1 AMENDMENT AND RESTATEMENT AGREEMENT Dated as of June 4, 2026 THIS AMENDMENT AND RESTATEMENT AGREEMENT (this “Agreement”) is made as of June 4, 2026 by and among Cimpress plc (the “Company”), Vistaprint Limited, Cimpress Schweiz GmbH, Vistaprint B.V., Vistaprint Netherlands B.V. and Cimpress USA Incorporated (collectively, the “Initial Subsidiary Borrowers” and, together with the Company, the “Borrowers”), the financial institutions listed on the signature pages hereof (collectively, the “Lenders”), JPMorgan Chase Bank, N.A. and J.P. Morgan SE, as Administrative Agent, JPMorgan Chase Bank, N.A., as an Issuing Bank and as the Swingline Lender, Bank of America, N.A., as an Issuing Bank, and Goldman Sachs Bank USA, as an Issuing Bank, under that certain Credit Agreement dated as of October 21, 2011, as amended and restated as of February 8, 2013, as further amended and restated as of July 13, 2017, and as further amended and restated as of May 17, 2021, by and among the Borrowers, the other Subsidiary Borrowers party thereto from time to time, the lenders from time to time party thereto and the Administrative Agent (as in effect on the date hereof prior to the effectiveness of this Agreement, the “Existing Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Restated Credit Agreement (as defined below). WHEREAS, the Borrowers, the Lenders party hereto and the Administrative Agent have agreed to amend and restate the Existing Credit Agreement to provide for, among other things: (i) the making of new Term Loans (the “New Term Loans”) to Vistaprint Netherlands B.V. and Cimpress USA Incorporated (each an “Initial Term Loan Borrower” and collectively the “Initial Term Loan Borrowers”) on the Restatement Effective Date (as defined below), on the terms and subject to the conditions set forth herein and in the Restated Credit Agreement (as defined below), in an aggregate principal amount of $1,100,000,000, all or a portion of which shall be applied on the Restatement Effective Date to refinance (the “Refinancing”) all Term Loans (as defined in the Existing Credit Agreement) (the “Existing Term Loans”) outstanding immediately prior to the effectiveness of this Agreement; and (ii) the modifications of certain covenants and other provisions as reflected in the Restated Credit Agreement (as defined below); WHEREAS, the parties hereto have agreed to such amendment and restatement on the terms and conditions set forth herein; 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 have agreed to enter into this Agreement. 1. Amendment and Restatement of the Existing Credit Agreement. (a) Effective on the Restatement Effective Date, the Existing Credit Agreement is hereby amended and restated in its entirety to read as set forth in Annex A hereto (the “Restated Credit Agreement”). From and after the effectiveness of such amendment and restatement, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import, as used in the Restated Credit Agreement, shall, unless the context otherwise requires, refer to the Restated Credit Agreement, and the term “Credit Agreement”, as used in the other Loan Documents, shall mean the Restated Credit Agreement. (b) The amendment and restatement of the Existing Credit Agreement as contemplated 2 hereby shall not be construed to discharge or otherwise affect any obligations of the Borrowers accrued or otherwise owing under the Existing Credit Agreement that have not been paid, it being understood that such obligations will constitute obligations under the Restated Credit Agreement. 2. New Term Loans; Non-U.S. Administrative Agent. (a) Subject to the terms and conditions contained herein and in the Restated Credit Agreement, each 2026 Consenting Tranche B-1 Term Lender (as defined in the Restated Credit Agreement) that has so indicated on its signature page hereto has agreed to exchange (on a cashless basis) 100% of its Existing Term Loans (or such lesser amount as may be notified to it by the Administrative Agent) in exchange for, or to cause one of its Affiliates to receive a primary allocation of, New Term Loans in a principal amount at least equal to the principal amount of Existing Term Loans held by such 2026 Consenting Tranche B-1 Term Lender immediately prior to the effectiveness of this Agreement (or such lesser amount as may be notified to it by the Administrative Agent), in each case, effective as of the Restatement Effective Date. (b) Subject to the terms and conditions contained herein and in the Restated Credit Agreement, JPMorgan Chase Bank, N.A. hereby agrees to be a Lender of New Term Loans (in such capacity, the “Initial New Term Loan Lender”). The commitments (the “New Term Loan Commitments”) of the Initial New Term Loan Lender to make New Term Loans on the Restatement Effective Date are set forth on Schedule 2.01A of the Restated Credit Agreement under the heading “Tranche B-1 Term Loan Commitment”. (c) Subject to the terms and conditions herein and in the Restated Credit Agreement, the Initial New Term Loan Lender hereby agrees to make New Term Loans to the Initial Term Loan Borrowers on the Restatement Effective Date, in an amount equal to its New Term Loan Commitments, by making immediately available funds available to the Administrative Agent’s designated account. (d) Upon its execution of this Agreement and upon the Restatement Effective Date, each 2026 Consenting Tranche B-1 Term Lender and the Initial New Term Loan Lender shall each become a “Lender” under, and for all purposes of, the Restated Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a “Lender” thereunder. Upon the Restatement Effective Date, the New Term Loans (including the 2026 Converted Tranche B-1 Term Loans) shall become “Loans” under, and for all purposes of, the Restated Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof. (e) Upon its execution of this Agreement and upon the Restatement Effective Date, J.P. Morgan SE shall become the “Non-U.S. Administrative Agent” under, and for all purposes of, the Restated Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of the “Non-U.S. Administrative Agent” thereunder. 3. Conditions of Effectiveness. The amendment and restatement of the Existing Credit Agreement pursuant to Section 1 of this Agreement shall become effective as of the first date (the “Restatement Effective Date”) on which each of the following conditions shall have been satisfied: (a) The Administrative Agent (or its counsel) shall have received (i) from each of the Borrowers, each Lender and the Initial Term Loan Lender a counterpart of this Agreement signed on behalf of such party (which, subject to Section 9.06 of the Existing Credit Agreement, may include any Electronic Signatures transmitted by telecopy, emailed pdf, or any other electronic means that reproduces an image of 3 an actual executed signature page) and (ii) duly executed copies of the Loan Documents and such other legal opinions, certificates, resolutions, documents, instruments and agreements in respect of the Loan Parties as the Administrative Agent shall have reasonably requested in connection with the Transactions, all in form and substance satisfactory to the Company and Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit E to the Restated Credit Agreement. (b) The Administrative Agent shall have received a Borrowing Request in form and substance reasonably satisfactory to it in respect of the New Term Loans as required by Section 2.03 of the Restated Credit Agreement. (c) The Administrative Agent shall have received evidence reasonably satisfactory to it of the payment, prior to or simultaneously with the making of the New Term Loans under the Restated Credit Agreement, of (i) all interest, fees and premiums, if any, on all Loans and other extensions of credit outstanding under the Existing Credit Agreement (other than contingent indemnity obligations), (ii) all principal on all Existing Term Loans (other than in respect of the 2026 Converted Tranche B-1 Term Loans) and (iii) principal on any Revolving Loans outstanding under the Existing Credit Agreement that will not continue as Revolving Loans outstanding under the Restated Credit Agreement; provided that the Administrative Agent hereby acknowledges and agrees that the payment of the amounts set forth in clauses (i) through (iii) from the proceeds of the New Term Loans satisfies the condition set forth in this clause (c). (d) (i) The Administrative Agent shall have received, at least three (3) Business Days prior to the Restatement Effective Date, all documentation and other information regarding the Borrowers reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent (x) requested in writing of the Company at least ten (10) Business Days prior to the Restatement Effective Date and (y) that the Administrative Agent reasonably determines is required by United States bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days prior to the Restatement Effective Date, any Lender that has requested, in a written notice to the Company at least ten (10) Business Days prior to the Restatement Effective Date, a Beneficial Ownership Certification in relation to such Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (d) shall be deemed to be satisfied). (e) The Administrative Agent shall have received (i) for the account of each 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 the Lenders and (ii) all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced to the Company not less than two Business Days prior to the Restatement Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company under the Restated Credit Agreement. Upon the occurrence of the Restatement Effective Date, the Administrative Agent shall notify the Borrowers and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. 4. Representations and Warranties of the Borrowers. Each Borrower hereby represents and warrants as follows: (a) This Agreement and the Restated Credit Agreement are within such Borrower’s organizational powers and have been duly authorized by all necessary organizational actions and, if 4 required, actions by equity holders, and this Agreement has been duly executed and delivered by such Borrower. (b) This Agreement and the Restated Credit Agreement constitute legal, valid and binding obligations of such Borrower and are enforceable in accordance with their terms, subject to (i) applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other laws affecting creditors’ rights generally and (ii) general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) As of the date hereof and immediately after giving effect to the terms of this Agreement, no Event of Default or Default has occurred and is continuing. (d) The representations and warranties of such Borrower set forth in the Restated Credit Agreement are true and correct in all material respects, except to the extent such representation and warranty is qualified by Material Adverse Effect or other materiality qualification, in which case such representation and warranty is true and correct in all respects, on and as of the Restatement Effective Date, except to the extent expressly made as of an earlier date, in which case such representations and warranties shall have been so true and correct as of such earlier date. 5. No Novation. It is hereby understood and agreed by each of the parties hereto that this Agreement is not intended to cause an extinctive novation of the terms and conditions of, and the obligations under, the Existing Credit Agreement and the other Loan Documents, but is exclusively intended to provide for the transactions contemplated herein and shall not affect any of the Obligations of the Loan Parties under the Existing Credit Agreement or the other Loan Documents, which Obligations shall continue in full force and effect. This Agreement shall be a Loan Document for all purposes. 6. Governing Law; Jurisdiction. This Agreement shall be construed in accordance with and governed by the law of the State of New York. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may (and any such claims, cross-claims or third party claims brought against the Administrative Agent or any of its Related Parties may only) be heard and determined in such Federal (to the extent permitted by law) or New York State court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to commence any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction in which Collateral is located. If a party is represented by an attorney in connection with the signing and/or execution of this Agreement or any other Loan Document, and the relevant power of attorney is expressed to be governed by Dutch or any other law, that choice of law is hereby accepted by each other party hereto, in accordance with Article 14 of the Hague Convention on the Law Applicable to Agency of 14 March 1978. 7. Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. 5 8. Counterparts. This Agreement 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. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record. [Signature Pages Follow] IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year first above written. CIMPRESS PLC, as the Company By: /s/ Sean Quinn Name: Sean Quinn Title: Chief Financial Officer VISTAPRINT LIMITED, as a Borrower By /s/ Sean Quinn Name: Sean Quinn Title: President & Chairman CIMPRESS SCHWEIZ GMBH, as a Borrower By /s/ Sean Quinn Name: Sean Quinn Title: Managing Officer VISTAPRINT B.V., as a Borrower By /s/ Sean Quinn Name: Sean Quinn Title: Authorized Signatory VISTAPRINT NETHERLANDS B.V., as a Borrower By /s/ Sean Quinn Name: Sean Quinn Title: Authorized Signatory CIMPRESS USA INCORPORATED, as a Borrower By /s/ Sean Quinn Name: Sean Quinn Title: President JPMORGAN CHASE BANK, N.A., as an Issuing Bank, as the Swingline Lender, as Administrative Agent and individually as Initial New Term Loan Lender and as a Lender By /s/ Matthew Trivella Name: Matthew Trivella Title: Managing Director J.P. MORGAN SE, as Administrative Agent By /s/ Karolina Glinka Name: Karolina Glinka Title: Vice President BANK OF AMERICA, N.A., as an Issuing Bank and individually as a Lender By /s/ Jenny Cochrane Name: Jenny Cochrane Title: Director GOLDMAN SACHS BANK USA, as an Issuing Bank and individually as a Lender By /s/ Thomas Manning Name: Thomas Manning Title: Authorized Signatory CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender By /s/ Gabrielle Mason Name: Gabrielle Mason Title: Duly Authorized Signatory CITIBANK, N.A., as a Lender By /s/ John Kjeldgaard Name: John Kjeldgaard Title: Senior Vice President Authorized Signer CITIZENS BANK, N.A., as a Lender By /s/ Ryan Gass Name: Ryan Gass Title: Vice President HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender By /s/ Manuel Burgueno Name: Manuel Burgueno Title: Director FIFTH THIRD BANK, NATIONAL ASSOCIATION, as a Lender By /s/ James Disher Name: James Disher Title: Senior Vice President PNC BANK, NATIONAL ASSOCIATION, as a Lender By /s/ Terence J. O’Malley Name: Terence J. O’Malley Title: SVP [2026 Consenting Tranche B-1 Term Lender signature pages on file with the Administrative Agent] Annex A Amended and Restated Credit Agreement Annex A 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 and as further amended and restated as of May 17, 2021 and as further amended and restated as of June 4, 2026 among CIMPRESS PLC VISTAPRINT LIMITED CIMPRESS SCHWEIZ GMBH VISTAPRINT B.V. VISTAPRINT NETHERLANDS B.V. CIMPRESS USA INCORPORATED The Other Subsidiary Borrowers Party Hereto The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. and J.P. MORGAN SE as Administrative Agent BANK OF AMERICA, N.A. and GOLDMAN SACHS BANK USA as Co-Syndication Agents and CAPITAL ONE, NATIONAL ASSOCIATION, CITIBANK, N.A., CITIZENS BANK, N.A., HSBC BANK USA, NATIONAL ASSOCIATION, FIFTH THIRD BANK, NATIONAL ASSOCIATION and PNC BANK, NATIONAL ASSOCIATION as Co-Documentation Agents ___________________________________ JPMORGAN CHASE BANK, N.A., BofA SECURITIES, INC. and GOLDMAN SACHS BANK USA, as Joint Bookrunners and Joint Lead Arrangers TABLE OF CONTENTS Page ARTICLE I DEFINITIONS ......................................................................................................................... 2 SECTION 1.01 Defined Terms ....................................................................................................... 2 SECTION 1.02 Classification of Loans and Borrowings ............................................................. 70 SECTION 1.03 Terms Generally .................................................................................................. 70 SECTION 1.04 Accounting Terms; GAAP .................................................................................. 71 SECTION 1.05 Status of Secured Obligations ............................................................................. 71 SECTION 1.06 Amendment and Restatement of the Existing Credit Agreement ....................... 72 SECTION 1.07 PPSA/UCC, etc ................................................................................................... 72 SECTION 1.08 Interest Rates; Benchmark Notification .............................................................. 72 SECTION 1.09 Letter of Credit Amounts .................................................................................... 73 SECTION 1.10 Divisions ............................................................................................................. 73 SECTION 1.11 Limited Condition Transactions .......................................................................... 73 SECTION 1.12 Exchange Rates; Currency Equivalents .............................................................. 74 SECTION 1.13 Agreed Security Principles .................................................................................. 74 SECTION 1.14 Blocking Regulation............................................................................................ 75 SECTION 1.15 Cashless Rolls ..................................................................................................... 75 ARTICLE II THE CREDITS ...................................................................................................................... 75 SECTION 2.01 Commitments ...................................................................................................... 75 SECTION 2.02 Loans and Borrowings ........................................................................................ 76 SECTION 2.03 Requests for Borrowings ..................................................................................... 77 SECTION 2.04 Determination of Dollar Amounts ...................................................................... 78 SECTION 2.05 Swingline Loans .................................................................................................. 78 SECTION 2.06 Letters of Credit .................................................................................................. 80 SECTION 2.07 Funding of Borrowings ....................................................................................... 85 SECTION 2.08 Interest Elections ................................................................................................. 86 SECTION 2.09 Termination and Reduction of Commitments ..................................................... 88 SECTION 2.10 Repayment and Amortization of Loans; Evidence of Debt ................................ 89 SECTION 2.11 Prepayment of Loans........................................................................................... 89 SECTION 2.12 Fees ..................................................................................................................... 94 SECTION 2.13 Interest ................................................................................................................. 95 SECTION 2.14 Alternate Rate of Interest .................................................................................... 96 SECTION 2.15 Increased Costs ................................................................................................. 100 SECTION 2.16 Break Funding Payments .................................................................................. 101 SECTION 2.17 Taxes ................................................................................................................. 102 SECTION 2.18 Payments Generally; Allocations of Proceeds; Pro Rata Treatment; Sharing of Set offs ............................................................................................. 107 SECTION 2.19 Mitigation Obligations; Replacement of Lenders ............................................. 110 SECTION 2.20 Incremental Facilities ........................................................................................ 110 SECTION 2.21 Reserved ............................................................................................................ 115 SECTION 2.22 Judgment Currency ........................................................................................... 115 SECTION 2.23 Designation of Subsidiary Borrowers ............................................................... 115 SECTION 2.24 Defaulting Lenders ............................................................................................ 116 SECTION 2.25 Loan Modification Offers ................................................................................. 118 SECTION 2.26 Refinancing Facility .......................................................................................... 119 Table Of Contents (continued) Page ii ARTICLE III REPRESENTATIONS AND WARRANTIES .................................................................. 122 SECTION 3.01 Organization; Powers; Subsidiaries .................................................................. 122 SECTION 3.02 Authorization; Enforceability ............................................................................ 122 SECTION 3.03 Governmental Approvals; No Conflicts ............................................................ 122 SECTION 3.04 Financial Condition; No Material Adverse Change .......................................... 123 SECTION 3.05 Properties .......................................................................................................... 123 SECTION 3.06 Litigation, Environmental and Labor Matters ................................................... 123 SECTION 3.07 Compliance with Laws and Agreements ........................................................... 124 SECTION 3.08 Investment Company Status .............................................................................. 124 SECTION 3.09 Taxes ................................................................................................................. 124 SECTION 3.10 ERISA ............................................................................................................... 124 SECTION 3.11 Disclosure .......................................................................................................... 124 SECTION 3.12 Federal Reserve Regulations ............................................................................. 125 SECTION 3.13 Liens .................................................................................................................. 125 SECTION 3.14 No Default ......................................................................................................... 125 SECTION 3.15 No Burdensome Restrictions ............................................................................. 125 SECTION 3.16 Compliance with Swiss Non-Bank Rules ......................................................... 125 SECTION 3.17 Financial Assistance .......................................................................................... 125 SECTION 3.18 Security Interest in Collateral ............................................................................ 125 SECTION 3.19 USA Patriot Act ................................................................................................ 125 SECTION 3.20 Anti-Corruption Laws and Sanctions ................................................................ 126 SECTION 3.21 Affected Financial Institutions .......................................................................... 126 SECTION 3.22 Solvency ............................................................................................................ 126 SECTION 3.23 Outbound Investment Rules .............................................................................. 126 ARTICLE IV CONDITIONS ................................................................................................................... 126 SECTION 4.01 Effectiveness ..................................................................................................... 126 SECTION 4.02 Each Credit Event ............................................................................................. 127 SECTION 4.03 Designation of a Subsidiary Borrower .............................................................. 127 ARTICLE V AFFIRMATIVE COVENANTS ......................................................................................... 128 SECTION 5.01 Financial Statements and Other Information .................................................... 128 SECTION 5.02 Notices of Material Events ................................................................................ 130 SECTION 5.03 Existence; Conduct of Business ........................................................................ 131 SECTION 5.04 Payment of Obligations ..................................................................................... 131 SECTION 5.05 Maintenance of Properties; Insurance ............................................................... 131 SECTION 5.06 Books and Records; Inspection Rights.............................................................. 132 SECTION 5.07 Compliance with Laws ...................................................................................... 132 SECTION 5.08 Use of Proceeds ................................................................................................. 132 SECTION 5.09 Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances ........................................................................................................ 133 SECTION 5.10 After Acquired Real Estate ............................................................................... 134 SECTION 5.11 Maintenance of Ratings..................................................................................... 140 SECTION 5.12 Compliance with Swiss Non-Bank Rules ......................................................... 140 SECTION 5.13 DAC6 ................................................................................................................ 140 SECTION 5.14 Post-Closing Obligations .................................................................................. 140 Table Of Contents (continued) Page iii ARTICLE VI NEGATIVE COVENANTS .............................................................................................. 141 SECTION 6.01 Indebtedness ...................................................................................................... 141 SECTION 6.02 Liens .................................................................................................................. 143 SECTION 6.03 Fundamental Changes; Dispositions ................................................................. 145 SECTION 6.04 Investments, Loans, Advances, Guarantees and Acquisitions .......................... 148 SECTION 6.05 Swap Agreements ............................................................................................. 151 SECTION 6.06 Transactions with Affiliates .............................................................................. 151 SECTION 6.07 Restricted Payments .......................................................................................... 151 SECTION 6.08 Restrictive Agreements ..................................................................................... 154 SECTION 6.09 Junior Indebtedness and Amendments to Junior Indebtedness Documents ........................................................................................................ 155 SECTION 6.10 Sale and Leaseback Transactions ...................................................................... 156 SECTION 6.11 Financial Covenant ........................................................................................... 156 SECTION 6.12 Material Intellectual Property ........................................................................... 157 SECTION 6.13 Outbound Investment Rules .............................................................................. 157 ARTICLE VII EVENTS OF DEFAULT .................................................................................................. 157 SECTION 7.01 Events of Default .............................................................................................. 157 SECTION 7.02 Remedies Upon an Event of Default ................................................................. 159 SECTION 7.03 Application of Payments ................................................................................... 161 ARTICLE VIII THE ADMINISTRATIVE AGENT ............................................................................... 162 SECTION 8.01 Authorization and Action .................................................................................. 162 SECTION 8.02 Administrative Agent’s Reliance, Limitation of Liability, Etc ......................... 165 SECTION 8.03 Posting of Communications .............................................................................. 166 SECTION 8.04 The Administrative Agent Individually ............................................................ 168 SECTION 8.05 Successor Administrative Agent ....................................................................... 168 SECTION 8.06 Acknowledgements of Lenders and Issuing Banks ........................................... 169 SECTION 8.07 Collateral Matters .............................................................................................. 171 SECTION 8.08 Credit Bidding ................................................................................................... 172 SECTION 8.09 Certain Foreign Pledge Matters ........................................................................ 173 SECTION 8.10 Intercreditor Agreement .................................................................................... 176 SECTION 8.11 Borrower Communications ............................................................................... 176 ARTICLE IX MISCELLANEOUS .......................................................................................................... 177 SECTION 9.01 Notices .............................................................................................................. 177 SECTION 9.02 Waivers; Amendments ...................................................................................... 178 SECTION 9.03 Expenses; Indemnity; Damage Waiver ............................................................. 182 SECTION 9.04 Successors and Assigns ..................................................................................... 184 SECTION 9.05 Survival ............................................................................................................. 191 SECTION 9.06 Counterparts; Integration; Electronic Execution; Effectiveness ....................... 191 SECTION 9.07 Severability ....................................................................................................... 192 SECTION 9.08 Right of Setoff ................................................................................................... 192 SECTION 9.09 Governing Law; Jurisdiction; Consent to Service of Process ........................... 192 SECTION 9.10 WAIVER OF JURY TRIAL ............................................................................. 194 Table Of Contents (continued) Page iv SECTION 9.11 Headings ............................................................................................................ 194 SECTION 9.12 Confidentiality .................................................................................................. 194 SECTION 9.13 USA PATRIOT Act and Beneficial Ownership Regulation ............................. 196 SECTION 9.14 Releases of Subsidiary Guarantors .................................................................... 196 SECTION 9.15 Attorney Representation .................................................................................... 197 SECTION 9.16 Appointment for Perfection ............................................................................... 197 SECTION 9.17 Interest Rate Limitation ..................................................................................... 197 SECTION 9.18 No Advisory or Fiduciary Responsibility ......................................................... 197 SECTION 9.19 Acknowledgement and Consent to Bail-In of Affected Financial Institutions ......................................................................................................... 198 SECTION 9.20 Termination of Dutch CIT Fiscal Unity ............................................................ 198 SECTION 9.21 Certain ERISA Matters ..................................................................................... 199 SECTION 9.22 Acknowledgement Regarding Any Supported QFCs ....................................... 200 SECTION 9.23 Joint and Several ............................................................................................... 200 ARTICLE X CROSS-GUARANTEE ...................................................................................................... 201 SECTION 10.01 Cross Guarantee ................................................................................................ 201 SECTION 10.02 Swiss Limitation Language for Swiss Borrowers ............................................. 203 SECTION 10.03 Limitation on Guaranty of Certain Swap Obligations ...................................... 205 SECTION 10.04 Keepwell ........................................................................................................... 205 v SCHEDULES: Schedule 2.01A – Commitments Schedule 2.01B – Letter of Credit Commitments Schedule 2.06 – Existing Letters of Credit Schedule 3.01A – Subsidiaries Schedule 3.01B – Options and Warrants Schedule 3.05(c) – Real Estate Schedule 5.14 – Post-Closing Obligations Schedule 6.01 – Existing Indebtedness Schedule 6.02 – Existing Liens Schedule 6.03 – Sale of Certain Equity Interests Schedule 6.04 – Existing Investments EXHIBITS: Exhibit A – Form of Assignment and Assumption Exhibit B – Intentionally Omitted Exhibit C – Auction Procedures Exhibit D – Agreed Security Principles Exhibit E – List of Closing Documents Exhibit F-1 – Form of Borrowing Subsidiary Agreement Exhibit F-2 – Form of Borrowing Subsidiary Termination Exhibit G – Form of Master Reaffirmation Agreement Exhibit H-1 – Form of U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships) Exhibit H-2 – Form of U.S. Tax Certificate (Foreign Participants That Are Not Partnerships) Exhibit H-3 – Form of U.S. Tax Certificate (Foreign Participants That Are Partnerships) Exhibit H-4 – Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships) CREDIT AGREEMENT (this “Agreement”) dated as of October 21, 2011, as amended and restated as of February 8, 2013, as further amended and restated as of July 13, 2017, as further amended and restated as of May 17, 2021, as further amended and restated as of June 4, 2026, and as further amended, restated, supplemented or otherwise modified from time to time, among CIMPRESS PLC, VISTAPRINT LIMITED, CIMPRESS SCHWEIZ GMBH, VISTAPRINT B.V., VISTAPRINT NETHERLANDS B.V., having its corporate seat in Venlo, the Netherlands and registered in the Dutch Chamber of Commerce under number 14103390, CIMPRESS USA INCORPORATED, the other SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A. and J.P. MORGAN SE, as Administrative Agent, JPMORGAN CHASE BANK, N.A., as an Issuing Bank and the Swingline Lender, BANK OF AMERICA, N.A., as an Issuing Bank, BANK OF AMERICA, N.A., as Co-Syndication Agent, GOLDMAN SACHS BANK USA, as Issuing Bank, GOLDMAN SACHS BANK USA, as Co-Syndication Agent, and CAPITAL ONE, NATIONAL ASSOCIATION, CITIBANK, N.A., CITIZENS BANK, N.A., HSBC BANK USA, NATIONAL ASSOCIATION, FIFTH THIRD BANK, NATIONAL ASSOCIATION and PNC BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents. WHEREAS, certain of the Borrowers, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent thereunder, are currently party to the Credit Agreement, dated as of October 21, 2011, as amended and restated as of February 8, 2013, as further amended and restated as of July 13, 2017, and as further amended and restated as of May 17, 2021 (as amended, supplemented or otherwise modified prior to June 4, 2026, the “Existing Credit Agreement”). WHEREAS, the Borrowers, the Lenders party to the Amendment and Restatement Agreement, and the Administrative Agent have entered into the Amendment and Restatement Agreement in order to (i) amend and restate the Existing Credit Agreement in its entirety; (ii) extend the applicable maturity date for the Lenders (as defined herein) in respect of the existing revolving credit facility under the Existing Credit Agreement; (iii) re-evidence the “Secured Obligations” under, and as defined in, the Existing Credit Agreement, which shall be repayable in accordance with the terms of this Agreement; and (iv) set forth the terms and conditions under which the Lenders will, from time to time, make loans and extend other financial accommodations to or for the benefit of the Borrowers. WHEREAS, it is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities of the parties under the Existing Credit Agreement or be deemed to evidence or constitute full repayment of such obligations and liabilities, but that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations and liabilities of the Company and the Subsidiaries outstanding thereunder, which shall be payable in accordance with the terms hereof. WHEREAS, it is also the intent of the Borrowers and the Guarantors to confirm that all obligations under the applicable “Loan Documents” (as referred to and defined in the Existing Credit Agreement) shall continue in full force and effect as modified or restated by the Loan Documents (as referred to and defined herein) and that, from and after the Restatement Effective Date, all references to the “Credit Agreement” contained in any such existing “Loan Documents” shall be deemed to refer to this Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto agree that the Existing Credit Agreement is hereby amended and restated as follows: 2 ARTICLE I DEFINITIONS SECTION 1.01 Defined Terms. As used in this Agreement, the following terms have the meanings specified below: “2026 Consenting Tranche B-1 Term Lender” means each Term Lender that provided the Administrative Agent with a counterpart to the Amendment and Restatement Agreement on or prior to the Restatement Effective Date. “2026 Converted Tranche B-1 Term Loan” means each Term Loan (as defined in the Existing Credit Agreement) held by a 2026 Consenting Tranche B-1 Term Lender, on the Restatement Effective Date immediately prior to the effectiveness of the Amendment and Restatement Agreement, that has indicated on its signature page to the Amendment and Restatement Agreement that such Lender wishes to exchange (on a cashless basis) such term loan (or such lesser amount as may be notified to it by the Administrative Agent) for Tranche B-1 Term Loans. “2032 Senior Unsecured Notes” means the Company’s 7.375% senior notes due September 15, 2032 issued pursuant to that certain 2032 Senior Unsecured Notes Indenture, in the principal amount of up to $525,000,000. “2032 Senior Unsecured Notes Indenture” means the Senior Notes Indenture, dated as of September 26, 2024, by and among the Company, certain of its Subsidiaries and U.S. Bank Trust Company, National Association, as trustee, as amended, restated, supplemented or otherwise modified from time to time. “ABR”, when used in reference to any Loan or Borrowing, refers to such Loan, or the Loans comprising such Borrowing, bearing interest at a rate determined by reference to the Alternate Base Rate. All ABR Loans shall be denominated in Dollars. “Accepting Lenders” has the meaning given to such term in Section 2.25(a). “Adjusted EURIBO Rate” means, with respect to any Term Benchmark Borrowing denominated in euro for any Interest Period, an interest rate per annum equal to (a) the EURIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that if the Adjusted EURIBO Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement. “Adjusted Term SOFR Rate” means, with respect to any Term Benchmark Borrowing denominated in Dollars for any Interest Period, an interest rate per annum equal to (a) the Term SOFR Rate for such Interest Period, plus (b) the Term SOFR Adjustment; provided that if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement. “Administrative Agent” means the U.S. Administrative Agent and/or the Non-U.S. Administrative Agent as the context requires or as the U.S. Administrative Agent and/or Non-U.S. Administrative Agent deems appropriate in its or their sole discretion. “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent to the Company or any Lender, as the context requires. 3 “Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution. “Affected Foreign Subsidiary” means any subsidiary of a Subsidiary organized under the laws of a jurisdiction located in the United States of America so long as such subsidiary (x) is a Foreign Subsidiary and (y) such Foreign Subsidiary acting as a Subsidiary Guarantor would cause a Deemed Dividend Problem. “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Agent-Related Person” has the meaning assigned to such term in Section 9.03(c). “Agreed Currencies” means (i) Dollars, (ii) euro, (iii) Swiss Francs, (iv) Pounds Sterling and (v) any other currency (x) that is a lawful currency (other than Dollars) that is readily available, not restricted and freely transferable and convertible into Dollars, (y) for which an applicable screen rate is available in the Administrative Agent’s determination and (z) that is agreed to by the Administrative Agent and each Lender in respect of the applicable Class of Loans or Commitments. “Agreed Security Principles” means the Agreed Security Principles attached hereto as Exhibit D. “Agreement” has the meaning assigned to such term in the introductory paragraph hereof. “All-In Yield” means, as to any Indebtedness, the effective yield applicable thereto calculated by the Administrative Agent in consultation with the Company in a manner consistent with generally accepted financial practices, taking into account (a) interest rate margins, (b) interest rate floors (subject to the proviso set forth below), (c) any amendment to the relevant interest rate margins and interest rate floors prior to the applicable date of determination and (d) original issue discount and upfront or similar fees (based on an assumed four-year average life to maturity), but excluding (i) any arrangement, commitment, structuring, underwriting, ticking, unused line, amendment and/or other fee, in each case that are not paid to the lenders generally and (ii) any other fee that is not paid directly by the Company generally to all relevant lenders ratably; provided, however, that if any Indebtedness includes an Adjusted Term SOFR Rate, Adjusted EURIBO Rate, or Alternate Base Rate floor that is greater than the Adjusted Term SOFR Rate, Adjusted EURIBO Rate, or Alternate Base Rate floor applicable to any existing Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield, but only to the extent an increase in the Adjusted Term SOFR Rate, Adjusted EURIBO Rate, or Alternate Base Rate floor applicable to any Initial Term Loans would cause an increase in the Applicable Rate then in effect thereunder, and in such case the Adjusted Term SOFR Rate, Adjusted EURIBO Rate, or Alternate Base Rate floors (but not the Applicable Rate) applicable to such Initial Term Loans shall be increased to the extent of such differential between interest rate floors. “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1% and (c) the Adjusted Term SOFR Rate for a one month Interest Period as published two U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day) plus 1%; provided that for the purpose of this definition, the Adjusted Term SOFR Rate for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference 4 Rate methodology). Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.14(b)), then the Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, (i) in respect of Revolving Loans, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement and (ii) in respect of Term Loans, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 1.50%, such rate shall be deemed to be 1.50% for purposes of this Agreement. “Amendment and Restatement Agreement” means the Amendment and Restatement Agreement dated as of June 4, 2026, among the Borrowers, the Lenders party thereto and the Administrative Agent. “Ancillary Document” has the meaning assigned to such term in Section 9.06. “Anti-Corruption Laws” means, at any time, all laws, rules, and regulations of any jurisdiction applicable to the Company or its Subsidiaries at such time concerning or relating to bribery or corruption. “Applicable Parties” has the meaning assigned to such term in Section 8.03(c). “Applicable Percentage” means, with respect to any Lender, (a) with respect to Revolving Loans, LC Exposure or Swingline Loans, the percentage equal to a fraction the numerator of which is such Lender’s Revolving Commitment and the denominator of which is the aggregate Revolving Commitments of all Revolving Lenders (if the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Commitments of such Class most recently in effect, giving effect to any assignments) and (b) with respect to the Tranche B-1 Term Loans, a percentage equal to a fraction the numerator of which is such Lender’s outstanding principal amount of the Tranche B- 1 Term Loans and the denominator of which is the aggregate outstanding principal amount of the Tranche B-1 Term Loans of all Tranche B-1 Term Lenders; provided that, with respect to the calculation set forth in the foregoing clauses (a) and (b), in the case of Section 2.24 when a Defaulting Lender shall exist, any such Defaulting Lender’s Revolving Commitment and/or Tranche B-1 Term Loan Commitment, as applicable, shall be disregarded in the applicable calculation. “Applicable Pledge Percentage” means 100% but 65% in the case of a pledge by a U.S. Loan Party of its Equity Interests in an Affected Foreign Subsidiary, but solely to the extent such pledge secures a Loan or Commitment extended to a Borrower that is a U.S. Person. “Applicable Rate” means: (a) with respect to the Tranche B-1 Term Loans, a rate per annum equal to (i) 2.50% in the case of Term Benchmark Term Loans and (ii) 1.50% in the case of ABR Term Loans; and (b) with respect to any Term Benchmark Revolving Loan or any ABR Revolving Loan, any RFR Revolving Loan, or with respect to the commitment fees payable hereunder, as the case may be, for any date, the applicable rate per annum set forth below under the caption “Term Benchmark Spread for Revolving Loans”, “ABR Spread for Revolving Loans”, “RFR Spread for 5 Revolving” or “Commitment Fee Rate”, as the case may be, based upon the First Lien Leverage Ratio for the Test Period most recently ended as of such date: First Lien Leverage Ratio: Term Benchmark Spread for Revolving Loans ABR Spread for Revolving Loans RFR Spread for Revolving Loans Commitment Fee Rate Category 1 Less than 1.75 to 1.00 2.25% 1.25% 2.25% 0.25% Category 2: Equal to or greater than 1.75 to 1.00 but less than 2.25 to 1.00 2.50% 1.50% 2.50% 0.30% Category 3: Equal to or greater than 2.25 to 1.00 but less than 2.75 to 1.00 2.75% 1.75% 2.75% 0.35% Category 4: Equal to or greater than 2.75 to 1.00 3.00% 2.00% 3.00% 0.40% For purposes of the foregoing, (i) if at any time the Company fails to deliver the Financials on or before the date the Financials are due pursuant to Section 5.01, Category 4 shall be deemed applicable for the period commencing three (3) Business Days after the required date of delivery and ending on the date which is three (3) Business Days after the Financials are actually delivered, after which the relevant Category shall be determined in accordance with the table above as applicable; (ii) adjustments, if any, to the Category then in effect shall be effective three (3) Business Days after the Administrative Agent has received the applicable Financials (it being understood and agreed that each change in Category shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change); and (iii) notwithstanding the foregoing, Category 2 shall be deemed to be applicable until the Administrative Agent’s receipt of the applicable Financials for the Company’s fiscal quarter ending June 30, 2026 and adjustments to the Category then in effect shall thereafter be effected in accordance with the preceding paragraphs. “Applicable Time” means, with respect to any Borrowings and payments in any Foreign Currency, the local time in the place of settlement for such Foreign Currency as may be determined by the Administrative Agent or the Issuing Bank, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment. “Approved Borrower Portal” has the meaning assigned to such term in Section 8.11(a). “Approved Electronic Platform” has the meaning assigned to such term in Section 8.02(a). “Approved Fund” has the meaning assigned to such term in Section 9.04(b). 6 “Arranger” means each of JPMorgan Chase Bank, N.A., BofA Securities, Inc. and Goldman Sachs Bank USA in its capacity as a joint bookrunner and a joint lead arranger hereunder. “Asset Sale” means any Disposition of property or series of related Dispositions of property under Section 6.03(e)(xv) and 6.03(e)(xvi). “Assignment and Assumption” means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form (including electronic records generated by the use of an electronic platform) approved by the Administrative Agent. “Auction” means an auction pursuant to which a Purchasing Borrower Party offers to purchase Term Loans pursuant to the Auction Procedures. “Auction Manager” means (a) the Administrative Agent or (b) any other financial institution or advisor employed by the Company (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Auction; provided that, the Company shall not designate the Administrative Agent as the Auction Manager without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction Manager). “Auction Procedures” means, with respect to a purchase of Term Loans in a Dutch auction, Dutch auction procedures as set forth on Exhibit C or as reasonably agreed upon by the Company and the Administrative Agent. “Auction Purchase Offer” means an offer by a Purchasing Borrower Party to purchase Term Loans pursuant to an auction process conducted in accordance with the Auction Procedures and otherwise in accordance with Section 9.04(g). “Availability Period” means the period from and including the Restatement Effective Date to but excluding the earlier of the Maturity Date for the Revolving Commitments and the date of termination of the Revolving Commitments. “Available Amount” means, at any time, an amount (which shall not be less than zero) equal to: (a) the sum of, without duplication: (i) the greater of $121,250,000 and 25.0% of Consolidated EBITDA for the most recently ended Test Period; plus (ii) the amount of Excess Cash Flow, determined on a cumulative basis, for all fiscal years of the Borrower ending after the Restatement Effective Date (commencing with the fiscal year ending June 30, 2027) that is not required to be applied to prepayments in accordance with Section 2.11(b)(iv) (which amount shall not be less than zero for any fiscal year); plus (iii) the Net Cash Proceeds received after the Restatement Effective Date and on or prior to such time from any issuance of Qualified Equity Interests by the Company (other than any such issuance to a Group Member); plus 7 (iv) the Net Cash Proceeds of Indebtedness and Disqualified Equity Interests of the Company, in each case incurred or issued after the Restatement Effective Date, which have been exchanged or converted into Qualified Equity Interests; plus (v) the Net Cash Proceeds of Dispositions of Investments made using the Available Amount on or after the Restatement Effective Date; provided that such Net Cash Proceeds added pursuant to this clause (v) shall be no greater than the portion of the Available Amount used to make such Investment; plus (vi) to the extent not already included in Consolidated Net Income, returns, profits, distributions and similar amounts received in cash for Investments pursuant to Section 6.04(s) made using the Available Amount on or after the Restatement Effective Date; provided that such Net Cash Proceeds added pursuant to this clause (vi) shall be no greater than the portion of the Available Amount used to make such Investment; plus (vii) the Net Cash Proceeds of Dispositions of joint ventures received after the Restatement Effective Date in an amount not to exceed the portion of the Available Amount used to make Investments therein; plus (viii) the aggregate amount received after the Restatement Effective Date by the Company or any Subsidiary in cash from any dividend or other distribution by a joint venture (except to the extent increasing Consolidated Net Income); provided that such amounts received from a joint venture and added pursuant to this clause (viii) shall be no greater than the portion of the Available Amount used to make the Investment in such joint venture; plus (ix) the aggregate amount of the Retained Declined Proceeds (calculated after the Restatement Effective Date); minus (b) an amount equal to the sum of, without duplication: (i) Restricted Payments made pursuant to Section 6.07(g), plus (ii) Restricted Debt Payments made pursuant to Section 6.09(a)(v), plus (iii) Investments made pursuant to Section 6.04(s), in the case of each of the foregoing clauses (b)(i) through (b)(iii), after the Restatement Effective Date and prior to such time, or contemporaneously therewith (other than, for the avoidance of doubt, the transaction for which any determination is being made pursuant to clause (a)). “Available Revolving Commitment” means, at any time with respect to any Lender, the Revolving Commitment of such Lender then in effect minus the Revolving Credit Exposure of such Lender at such time; it being understood and agreed that any Lender’s Swingline Exposure shall not be deemed to be a component of the Revolving Credit Exposure for purposes of calculating the commitment fee under Section 2.12(a). “Available Tenor” means, as of any date of determination and with respect to the then- current Benchmark for any Agreed Currency, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), 8 as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (e) of Section 2.14. “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution. “Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). “Banking Services” means each and any of the following bank services provided to the Company or any Subsidiary by any Lender or any of its Affiliates: (a) credit cards for commercial customers (including, without limitation, commercial credit cards and purchasing cards), (b) stored value cards, (c) merchant processing services, (d) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, any direct debit scheme or arrangement, overdrafts and interstate depository network services) and (e) supply chain finance solutions. “Banking Services Agreement” means any agreement entered into by the Company or any Subsidiary in connection with Banking Services. “Banking Services Obligations” means any and all obligations of the Company or any Subsidiary, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services. “Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute. “Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding, or has had a receiver, conservator, examiner, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization, examinership or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, such Person has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment or has had any order for relief in such proceeding entered in respect thereof; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person. “Benchmark” means, initially, with respect to any (i) RFR Loan in any Agreed Currency, the applicable Relevant Rate for such Agreed Currency or (ii) Term Benchmark Loan in any Agreed 9 Currency, the Relevant Rate for such Agreed Currency; provided that if a Benchmark Transition Event and the related Benchmark Replacement Date have occurred with respect to the applicable Relevant Rate or the then-current Benchmark for such Agreed Currency, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 2.14. “Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date; provided that, in the case of any Loan denominated in a Foreign Currency, “Benchmark Replacement” shall mean the alternative set forth in (2) below: (1) in the case of any Loan denominated in Dollars, the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment; (2) the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Company as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities denominated in the applicable Agreed Currency at such time in the United States and (b) the related Benchmark Replacement Adjustment. If the Benchmark Replacement as determined pursuant to clause Error! Reference source not found. or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents. “Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected by the Administrative Agent and the Company for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable Agreed Currency at such time. “Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement and/or any Term Benchmark Loan denominated in Dollars, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “RFR Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark exists, in such other 10 manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents). “Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark: (1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or (2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or component thereof) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if such Benchmark (or component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date. For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or Error! Reference source not found. with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof). “Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark: (1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); (2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board, the NYFRB, the CME Term SOFR Administrator, the central bank for the Agreed Currency applicable to such Benchmark, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component 11 thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); or (3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative. For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof). “Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or Error! Reference source not found. of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14. “Beneficial Ownership Certification” means a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation. “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230. “Benefit Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”. “BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party. “Board” means the Board of Governors of the Federal Reserve System of the United States of America. “Bond Hedge Transaction” has the meaning assigned to such term in the definition of “Permitted Call Spread Swap Agreement”. “Borrower” means the Company or any Subsidiary Borrower. “Borrower Communications” means, collectively, any Borrowing Request, Interest Election Request, notice of prepayment, notice requesting the issuance, amendment or extension of a Letter of Credit or other notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by any Borrower to the Administrative Agent through an Approved Borrower Portal. 12 “Borrowing” means (a) Revolving Loans of the same Class, Type and Agreed Currency, made, converted or continued on the same date and, in the case of Term Benchmark Loans, as to which a single Interest Period is in effect, (b) a Term Loan of the same Class, Type and Agreed Currency, made, converted or continued on the same date and, in the case of Term Benchmark Loans, as to which a single Interest Period is in effect or (c) a Swingline Loan. “Borrowing Request” means a request by any Borrower for a Borrowing in accordance with Section 2.03, which shall be substantially in the form approved by the Administrative Agent and separately provided to the Company. “Borrowing Subsidiary Agreement” means a Borrowing Subsidiary Agreement substantially in the form of Exhibit F-1. “Borrowing Subsidiary Termination” means a Borrowing Subsidiary Termination substantially in the form of Exhibit F-2. “Burdensome Restrictions” means any consensual encumbrance or restriction of the type described in Sections 6.08 and 6.09. “Business Day” means, as applicable, (A) any day (other than a Saturday or a Sunday) on which banks are open for business in New York City, (B) in relation to Loans denominated in Pounds Sterling, any day (other than a Saturday or a Sunday) on which banks are open for business in London, (C) in relation to Loans referencing the Adjusted Term SOFR Rate and any interest rate settings, fundings, disbursements, settlements or payments of any such Loans referencing the Adjusted Term SOFR Rate or any other dealings of such Loans referencing the Adjusted Term SOFR Rate, any such day that is a U.S. Government Securities Business Day, (D) in relation to Loans denominated in euro and in relation to the calculation or computation of the EURIBO Rate, any day which is a TARGET Day and (E) in relation to RFR Loans and any interest rate settings, fundings, disbursements, settlements or payments of any such RFR Loan, or any other dealings in the applicable Agreed Currency of such RFR Loan, any such day that is only an RFR Business Day. “Capital Expenditures” means for any period, with respect to any Person, the aggregate of all expenditures by such Person and its Subsidiaries for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) that is required to be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries. “Capitalized Software Expenditures” means, for any period, the aggregate of all expenditures (including commissions and whether paid in cash or accrued as liabilities) by a Person and its Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of Company and its Subsidiaries. “Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases or financing leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. “CBR Loan” means a Loan that bears interest at a rate determined by reference to the Central Bank Rate. 13 “CBR Spread” means the Applicable Rate applicable to such Loan that is replaced by a CBR Loan. “Central Bank Rate” means the greater of (i) (A) for any Loan denominated in (a) Pounds Sterling, the Bank of England (or any successor thereto)’s “Bank Rate” as published by the Bank of England (or any successor thereto) from time to time, (b) euro, one of the following three rates as may be selected by the Administrative Agent: (1) the fixed rate for the main refinancing operations of the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate for the main refinancing operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto) from time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor thereto), as published by the European Central Bank (or any successor thereto) from time to time or (3) the rate for the deposit facility of the central banking system of the Participating Member States, as published by the European Central Bank (or any successor thereto) from time to time, (c) Swiss Francs, the policy rate of the Swiss National Bank (or any successor thereto) as published by the Swiss National Bank (or any successor thereto) from time to time and (d) any other Foreign Currency determined after the Restatement Effective Date, a central bank rate as determined by the Administrative Agent in its reasonable discretion; plus (B) the applicable Central Bank Rate Adjustment and (ii) the Floor. “Central Bank Rate Adjustment” means, for any day, for any Loan denominated in: (a) euro, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of the Adjusted EURIBO Rate for the five most recent Business Days preceding such day for which the EURIBO Screen Rate was available (excluding, from such averaging, the highest and the lowest Adjusted EURIBO Rate applicable during such period of five Business Days) minus (ii) the Central Bank Rate in respect of euro in effect on the last Business Day in such period, (b) Pounds Sterling, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of Daily Simple RFR for Pounds Sterling Borrowings for the five most recent RFR Business Days preceding such day for which Daily Simple RFR for Pounds Sterling Borrowings was available (excluding, from such averaging, the highest and the lowest such Daily Simple RFR applicable during such period of five RFR Business Days) minus (ii) the Central Bank Rate in respect of Pounds Sterling in effect on the last RFR Business Day in such period, (c) Swiss Francs, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of Daily Simple RFR for Swiss Franc Borrowings for the five most recent RFR Business Days preceding such day for which SARON was available (excluding, from such averaging, the highest and the lowest such Daily Simple RFR applicable during such period of five RFR Business Days) minus (ii) the Central Bank Rate in respect of Swiss Francs in effect on the last RFR Business Day in such period, and (d) any other Foreign Currency determined after the Effective Date, an adjustment as determined by the Administrative Agent in its reasonable discretion. For purposes of this definition, (x) the term Central Bank Rate shall be determined disregarding clause (i)(B) of the definition of such term and (y) the EURIBO Rate on any day shall be based on the EURIBO Screen Rate on such day at approximately the time referred to in the definition of such term for deposits in the applicable Agreed Currency for a maturity of one month. 14 “Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the Restatement Effective Date), of Equity Interests representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Company; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Company by Persons who were neither (i) nominated by the board of directors of the Company nor (ii) appointed by directors so nominated; (c) the acquisition of direct or indirect Control of the Company by any Person or group; (d) the occurrence of a change in control, or other similar provision, as defined in any agreement or instrument evidencing any Material Indebtedness (triggering a default or mandatory prepayment, which default or mandatory prepayment has not been waived in writing) (including, without limitation, the occurrence of a “Change in Control”, “Fundamental Change” and/or “Make-Whole Fundamental Change” (each howsoever defined) under any indenture governing any Permitted Convertible Notes); or (e) the Company ceases to own, directly or indirectly, and Control 100% (other than directors’ qualifying shares) of the ordinary voting and economic power of any Subsidiary Borrower; provided that, solely in the case of this clause (e), no Change in Control shall occur or be deemed to have occurred as a result of any transaction permitted pursuant to Section 6.03 or Section 2.23. “Change in Law” means the occurrence, after the Restatement Effective Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority, or (c) compliance by any Lender or Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or Issuing Bank’s holding company, if any) with any request, rule, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Restatement Effective Date; provided however, that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law” regardless of the date enacted, adopted, issued or implemented. “Charges” has the meaning assigned to such term in Section 9.17. “Class” means (a) when used with respect to Lenders, refers to whether such Lenders have a Loan or Commitment with respect to a particular Class of Loans or Commitments, (b) when used with respect to Commitments, refers to whether such Commitments are Revolving Commitments, Tranche B-1 Term Loan Commitments, commitments in respect of Incremental Term Loans, Incremental Revolving Commitments, Other Revolving Commitments, Refinancing Revolving Commitments of a given Refinancing Series or Refinancing Term Loan Commitments of a given Refinancing Series and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Revolving Loans, Tranche B-1 Term Loans, Incremental Term Loans, Incremental Revolving Loans, Other Revolving Loans, Other Tranche B Term Loans, Refinancing Revolving Loans of a given Refinancing Series or Refinancing Term Loans of a given Refinancing Series. “CME Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator). “Code” means the Internal Revenue Code of 1986, as amended. 15 “Co-Documentation Agent” means each of Capital One, National Association, Citibank, N.A., Citizens Bank, N.A., HSBC Bank USA, National Association, Fifth Third Bank, National Association and PNC Bank, National Association in its capacity as co-documentation agent for the credit facilities evidenced by this Agreement. “Collateral” means all right, title and interest of any Loan Party in and to any and all property of such Loan Party, now existing or hereafter acquired, that may at any time be or become subject to a security interest or Lien in favor of the Administrative Agent, on behalf of itself and the other Secured Parties, to secure the Secured Obligations pursuant to the Collateral Documents. “Collateral Documents” means, collectively, the Security Agreement, the Mortgages, the Agreed Security Principles and all other agreements, instruments and documents executed in connection with this Agreement that are intended to create, perfect or evidence Liens to secure the Secured Obligations, including, without limitation, all other security agreements, pledge agreements, deeds of hypothec, debentures, loan agreements, notes, guarantees, subordination agreements, pledges, hypothecations, powers of attorney, consents, assignments, contracts, fee letters, notices, leases, financing statements and all other written matter whether heretofore, now, or hereafter executed by the Company or any of its Subsidiaries and delivered to the Administrative Agent to secure the Secured Obligations. “Commitment” means, (a) the Revolving Commitments, the Term Loan Commitments and any commitments in respect of Incremental Facilities, Other Revolving Commitment, commitments in respect of Other Tranche B Term Loans, and Refinancing Indebtedness and (b) with respect to each Lender, the sum of such Lender’s Revolving Commitment, Tranche B-1 Term Loan Commitment, commitments in respect of Incremental Facilities, Other Revolving Commitment, any commitments in respect of Other Tranche B Term Loans, a Refinancing Revolving Commitment and a Refinancing Term Loan Commitment. The initial amount of each Lender’s Commitment is set forth on Schedule 2.01A, or in the Assignment and Assumption or other documentation contemplated hereby pursuant to which such Lender shall have assumed its Revolving Commitment or Term Loan Commitment, as applicable. “Commitment Fee” has the meaning assigned to such term in Section 2.12(a). “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or any Issuing Bank by means of electronic communications pursuant to Section 8.03, including through an Approved Electronic Platform. “Company” means Cimpress plc, a public company with limited liability incorporated in Ireland with its registered address at First Floor Building 3, Finnabair Business & Technology Park, Dundalk, Louth, Ireland and having registered number 607465 (as successor by merger to Cimpress N.V., a naamloze vennootschap organized under the laws of the Netherlands). “Computation Date” has the meaning assigned to such term in Section 2.04. “Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes. 16 “Consolidated Cash Taxes” means for any period, with respect to the Company and its Subsidiaries on a consolidated basis, the aggregate amount of all income and similar Taxes, to the extent the same are payable in cash with respect to such period. “Consolidated Current Assets” mean, at any date, all amounts (other than cash and Permitted Investments) that would be set forth opposite the caption “total current assets” (or any like caption) on the most recent consolidated balance sheet of the Company and its Subsidiaries in accordance with GAAP. “Consolidated Current Liabilities” means, at any date, all amounts that would be set forth opposite the caption “total current liabilities” (or any like caption) on the most recent consolidated balance sheet of the Company and its Subsidiaries in accordance with GAAP, but excluding (a) Revolving Loans, (b) Swingline Loans, (c) other revolving loans, and (d) the current portion of any Indebtedness (including but not limited to, for purposes of clarification, the Term Loans) then outstanding. “Consolidated EBITDA” means, for any period, Consolidated Net Income for such period plus, without duplication and to the extent reflected as a charge in the statement of (or, in the case of clauses (g) and (h) below, not included in the calculation of) such Consolidated Net Income for such period, the sum of: (a) income tax expense or accrued, (b) interest expense, amortization or writeoff of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Loans), (c) depreciation and amortization expense, (d) non-cash charges, losses, expenses or impairments, including stock-based compensation established during such period from time to time, (e) any extraordinary, unusual or non-recurring expenses or losses, (f) any fees, charges, costs or expenses incurred during such period in connection with any Investment (including any Permitted Acquisition), Disposition, issuance of Indebtedness or Equity Interests, or amendment, modification, Repayment or Refinancing of any debt instrument, in each case permitted under this Agreement, including (i) any such transactions undertaken but not completed and any transactions consummated prior to the Restatement Effective Date and (ii) any financial advisory fees, accounting fees, legal fees and other similar advisory and consulting fees, (g) restructuring and similar charges, accruals, reserves, severance, relocation costs, integration and facilities opening costs and other business optimization expenses, signing costs, retention or completion bonuses, transition costs, costs related to closure/consolidation of facilities and curtailments or modifications to pension and post-retirement employee benefit plans, (h) the amount of pro forma “run-rate” cost savings, operating expense reductions and cost synergies actually implemented by the Company or related to a Permitted Acquisition (A) projected to be realized as a result of actions taken or are expected to be taken, in each case, that are reasonably identifiable, factually supportable and projected by the Company in good faith to be realized as a result of Permitted Acquisitions, permitted Dispositions, cost savings or business 17 optimization initiatives or other similar transactions or initiatives taken on or after the Restatement Effective Date, in each case to the extent not prohibited by this Agreement (collectively, “Initiatives”) (calculated on a Pro Forma Basis as though such cost savings, operating expense reductions, and cost synergies had been realized on the first day of the relevant Test Period), net of the amount of actual benefits realized in respect thereof or (B) determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Exchange Act and as interpreted by the staff of the Securities and Exchange Commission (or any successor agency); provided that (i) actions in respect of such cost-savings, operating expense reductions, and synergies have been, or will be, taken within 18 months of the applicable Initiative, (ii) no cost savings, operating expense reductions or synergies shall be added pursuant to this clause (h) to the extent duplicative of any expenses or charges otherwise added to (or excluded from) Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such Test Period, (iii) projected amounts (and not yet realized) may no longer be added in calculating Consolidated EBITDA pursuant to this clause (h) to the extent occurring more than six full fiscal quarters after the applicable Initiative, (iv) the Company must deliver to the Administrative Agent (A) a certificate of a Financial Officer setting forth such estimated cost-savings, operating expense reductions, operating improvements and cost synergies and (B) information and calculations supporting in reasonable detail such estimated cost savings, operating expense reductions and cost synergies and (v) with respect to any Test Period, the aggregate amount added back in the calculation of Consolidated EBITDA for such Test Period pursuant to this clause (h) (other than adjustments described in subclause (h)(B)) shall not exceed 30% of Consolidated EBITDA (calculated after giving effect to any add backs), (i) the losses, charges or expenses attributable to asset dispositions or the sale or other disposition of any Equity Interests of any other Person other than in the ordinary course of business as determined in good faith by a Financial Officer of the Company, and (j) the losses, charges or expenses attributable to the early extinguishment of or conversion of Indebtedness, hedge agreements or other derivative instruments (including deferred financing expenses written off and premiums paid), minus: (i) any extraordinary, unusual or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary course of business), (ii) income tax credits (to the extent not netted from income tax expense), (iii) net unrealized gains on Swap Agreements that have a tenor of greater than thirty-one (31) days and were entered into to hedge or mitigate risks to which the Company or any Subsidiary has actual or reasonably anticipated exposure, (iv) any cash payments made during such period in respect of items described in clause (d) above subsequent to the fiscal quarter in which the relevant non-cash expenses or losses were reflected as a charge in the statement of Consolidated Net Income (unless such cash payments are permitted to be added back to Consolidated EBITDA pursuant to clauses (g) and (h) above during such period or if the payment relates to cash payments made in relation to earnouts for Material Acquisitions), all as determined on a consolidated basis, 18 (v) the gains attributable to asset dispositions or the sale or other disposition of any Equity Interests of any other Person other than in the ordinary course of business as determined in good faith by a Financial Officer of the Company, and (vi) the gains attributable to the early extinguishment of or conversion of Indebtedness, hedge agreements or other derivative instruments (including deferred financing expenses written off and premiums paid). For the purposes of calculating Consolidated EBITDA for any Test Period, (i) if at any time during such Test Period the Company or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such Test Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets that are the subject of such Material Disposition for such Test Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Test Period, and (ii) if during such Test Period the Company or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for such Test Period shall be calculated after giving effect thereto on a Pro Forma Basis as if such Material Acquisition occurred on the first day of such Test Period. As used in this definition, “Material Acquisition” means any acquisition of assets or series of related acquisitions of assets that involves the payment of consideration by the Company and its Subsidiaries in excess of $10,000,000; and “Material Disposition” means any sale, transfer or disposition of assets or series of related sales, transfers, or dispositions of assets that yields gross proceeds to the Company or any of its Subsidiaries in excess of $10,000,000. “Consolidated First Lien Indebtedness” means, as of any date of determination, all Funded Indebtedness outstanding on such date that is secured by a Lien on any property of any Group Member that is not junior or subordinated in priority to the Liens on the Collateral securing the Secured Obligations. “Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) (i) Funded Indebtedness as of the last day of the most recently ended Test Period less (ii) the aggregate amount of Unrestricted Cash as of such date to (b) Consolidated EBITDA for the most recently ended Test Period. “Consolidated Net Income” means for any period, the consolidated net income (or loss) of the Company and its Subsidiaries, determined on a consolidated basis in accordance with GAAP provided that there shall be excluded any income (or loss) of any Person other than the Company or a Subsidiary, but any such income so excluded may be included in such period or any later period to the extent of any cash dividends or distributions actually paid in the relevant period to the Company or any wholly-owned Subsidiary of the Company. “Consolidated Secured Indebtedness” means, as of any date of determination, all Funded Indebtedness outstanding on such date that is secured by a Lien on any property of any Group Member. “Consolidated Total Assets” means, as of the date of any determination thereof, total assets of the Company and its Subsidiaries calculated in accordance with GAAP on a consolidated basis as of such date. “Consolidated Working Capital” means, at any date, (a) Consolidated Current Assets on such date minus (b) Consolidated Current Liabilities on such date. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. The terms “Controlling” and “Controlled” have meanings correlative thereto. 19 “Controlled Affiliate” has the meaning assigned to such term in Section 3.19. “Controlled Related Party” has the meaning assigned to such term in Section 9.03(b). “Corresponding Obligations” means all Secured Obligations as they may exist from time to time, other than the Parallel Debt. “Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor. “Co-Syndication Agent” means each of Bank of America, N.A. and Goldman Sachs Bank USA, in its capacity as co-syndication agent for the credit facilities evidenced by this Agreement. “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Covered Jurisdiction” means, collectively, (1) Australia, (2) Bermuda, (3) Canada (including any province or territory thereof), (4) England & Wales, (5) Germany, (6) the Republic of Ireland (7) Italy, (8) Jamaica, (9) Japan, (10) the Netherlands, (11) Scotland, (12) Switzerland, (13) the United States of America (including any state thereof and the District of Columbia) and (14) each additional jurisdiction requested by the Company to be added as a Covered Jurisdiction from time to time so long as such jurisdiction is a jurisdiction reasonably satisfactory to the Administrative Agent, based upon (a) the amount and enforceability of the contemplated guarantee that may be entered into by such Subsidiary organized in such jurisdiction, (b) the security interests (and the enforceability thereof) that may be granted with respect to the assets (or various classes of assets) of such Subsidiary located in such jurisdiction and (c) any political risk associated with such jurisdiction. “Covered Jurisdiction Consolidated EBITDA” means, as of any date of determination, Consolidated EBITDA for the most recently ended Test Period that is attributable to Covered Jurisdiction Subsidiaries. “Covered Jurisdiction Consolidated Total Assets” means, as of any date of determination, Consolidated Total Assets as of the last day of the most recently ended Test Period that are attributable to Covered Jurisdiction Subsidiaries. “Covered Jurisdiction Subsidiary” means each subsidiary of the Company that is organized under the laws of a Covered Jurisdiction. “Covered Party” has the meaning assigned to it in Section 9.22. “Credit Agreement Refinancing Indebtedness” means Indebtedness incurred pursuant to a Refinancing Amendment, in each case, issued, incurred or otherwise obtained to Refinance, in whole or 20 part, existing Term Loans (or Other Tranche B Term Loans), Revolving Loans (or Revolving Commitments or Other Revolving Commitments) or any then-existing Credit Agreement Refinancing Indebtedness (“Refinanced Debt”); provided that: (i) such Credit Agreement Refinancing Indebtedness has a final maturity date no earlier than the final maturity date of the Refinanced Debt and, solely in the case of Refinancing Term Loans, has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Refinanced Debt; (ii) such Credit Agreement Refinancing Indebtedness shall not have a greater principal amount than the principal amount of the applicable Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties thereon and fees and expenses associated with the refinancing (or, in the case of any Credit Agreement Refinancing Indebtedness in the form of Refinancing Revolving Commitments, shall not be in an amount greater than the aggregate amount of revolving commitments constituting the applicable Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties thereon and fees and expenses associated with the refinancing); (iii) the terms and conditions of such Credit Agreement Refinancing Indebtedness (except (A) as otherwise provided in clause (ii) above, (B) with respect to pricing, interest rate margins, premiums, discounts, fees, rate floors and optional prepayment or redemption terms and (C) with respect to covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Credit Agreement Refinancing Indebtedness, it being understood that to the extent any such covenants (including any financial maintenance covenant) or other provisions are added for the benefit of any Credit Agreement Refinancing Indebtedness, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such covenants (including any financial maintenance covenant) or other provisions are also added for the benefit of any corresponding existing Facility at the time of such refinancing) are substantially identical to, or (taken as a whole) are no more favorable (as reasonably determined by the Company) to the lenders or holders providing such Credit Agreement Refinancing Indebtedness, than those applicable to the Refinanced Debt being refinanced (provided that a certificate of a Financial Officer delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Credit Agreement Refinancing Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Credit Agreement Refinancing Indebtedness or drafts of the material definitive documentation relating thereto, stating that the Company has determined in good faith that such terms and conditions satisfy the requirement of this clause (iii) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies the Company within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)); (iv) (A) such Credit Agreement Refinancing Debt shall be secured by a pari passu Lien on the Collateral (and no other property) and (B) no Subsidiary shall be a borrower or a guarantor under any Credit Agreement Refinancing Debt unless such Subsidiary is a Loan Party which shall have previously or substantially concurrently guaranteed or borrowed, as applicable, the Obligations; (v) no Refinancing Revolving Loans shall be subject to any amortization, mandatory prepayments or mandatory commitment reductions that are not applicable to 21 the existing Revolving Loans and Revolving Commitments, and any mandatory prepayment requirements, in the case of any Refinancing Term Loans, may provide that such Refinancing Term Loans may participate in any mandatory prepayment on a pro rata basis with any Class of existing Term Loans, but may not provide for prepayment requirements that are more favorable to the Lenders holding such Refinancing Term Loans than to the Lenders holding such Class of Term Loans; and (vi) such Refinanced Debt shall be repaid or repurchased, all accrued interest, fees, premiums (if any) and penalties in connection therewith shall be paid, and all commitments thereunder terminated, on the date such Credit Agreement Refinancing Indebtedness is incurred or obtained. “Credit Event” means a Borrowing, the issuance, amendment or extension of a Letter of Credit, an LC Disbursement or any of the foregoing. “Credit Exposure” means, as to any Lender at any time, the sum of (a) such Lender’s Revolving Credit Exposure at such time, plus (b) an amount equal to the aggregate principal amount of such Lender’s Term Loans outstanding at such time. “Credit Party” means the Administrative Agent, each Issuing Bank, the Swingline Lender or any other Lender. “CRR” means the Council Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012. “CUSA” means Cimpress USA Incorporated, a Delaware corporation. “Daily Simple RFR” means, for any day (an “RFR Interest Day”), an interest rate per annum equal to the greater of (a) for any RFR Loan denominated in (i) Pounds Sterling, SONIA for the day that is five (5) RFR Business Days prior to (A) if such RFR Interest Day is an RFR Business Day, such RFR Interest Day or (B) if such RFR Interest Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Interest Day, (ii) Swiss Francs, SARON for the day that is five (5) RFR Business Days prior to (A) if such RFR Interest Day is an RFR Business Day, such RFR Interest Day or (B) if such RFR Interest Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Interest Day and (iii) Dollars, Daily Simple SOFR (following a Benchmark Transition Event and a Benchmark Replacement Date with respect to the Term SOFR Rate) and (b) 0%. Any change in Daily Simple RFR due to a change in the applicable RFR shall be effective from and including the effective date of such change in the RFR without notice to the Company. “Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day a “SOFR Determination Date”) that is five (5) RFR Business Days prior to (i) if such SOFR Rate Day is an RFR Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not an RFR Business Day, the RFR Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Company. If by 5:00 p.m., New York City time, on the second (2nd) RFR Business Day immediately following any SOFR Determination Date, SOFR in respect of such SOFR Determination Date has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to the Daily Simple SOFR has not occurred, then SOFR for 22 such SOFR Determination Date will be SOFR as published in respect of the first preceding RFR Business Day for which such SOFR was published on the SOFR Administrator’s Website. “Deemed Dividend Problem” means, with respect to any Foreign Subsidiary, such Foreign Subsidiary’s accumulated and undistributed earnings and profits being deemed to be repatriated to the applicable parent U.S. Loan Party under Section 956 of the Code and the effect of such repatriation causing materially adverse tax consequences to such parent U.S. Loan Party, in each case as determined by the Company in its commercially reasonable judgment acting in good faith and in consultation with its legal and tax advisors. “Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default. “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “Defaulting Lender” means any Lender that (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Company or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of (1) a Bankruptcy Event or (2) a Bail-In Action. “Designated Non-Cash Consideration” means the fair market value of non-cash consideration received by the Company or any of its Subsidiaries in connection with a Disposition that is so designated as Designated Non-Cash Consideration pursuant to a certificate of a Financial Officer, setting forth the basis of such valuation, less the amount of cash and Permitted Investments received in connection with a subsequent sale of such Designated Non-Cash Consideration within 181 days of receipt thereof. “Disposition” means with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof (in one transaction or in a series of transfers and whether effected pursuant to a Division or otherwise). The terms “Dispose” and “Disposed of” shall have correlative meanings. “Disqualified Equity Interests” means with respect to any Person, any Equity Interests of such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the happening of any event or condition: 23 (a) mature or are mandatorily redeemable (other than solely for Equity Interests of such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests) whether pursuant to a sinking fund obligation or otherwise; (b) are convertible or exchangeable, either mandatorily or at the option of the holder thereof, for Indebtedness or Equity Interests (other than solely for Equity Interests of such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests); or (c) are redeemable (other than solely for Equity Interests of such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests) or are required to be repurchased by the Company or any Subsidiary, in whole or in part, at the option of the holder thereof; in each case, on or prior to the date that is 181 days after the Latest Maturity Date (determined as of the date of issuance thereof or, in the case of any such Equity Interests outstanding on the Restatement Effective Date, the Restatement Effective Date); provided, however, that (i) Equity Interests of any Person that would not constitute Disqualified Equity Interests but for terms thereof giving holders thereof the right to require such Person to redeem or purchase such Equity Interests upon the occurrence of an “asset sale” or a “change of control” (or similar event, however denominated) shall not constitute Disqualified Equity Interests if any such requirement becomes operative only after repayment in full of all the Loans and all other Obligations that are accrued and payable and (ii) Equity Interests of any Person that are issued to any employee or to any plan for the benefit of employees or by any such plan to such employees shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by such Person or any of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability. “Disqualified Institution” means (a) Pers… |