exv10w1



 






    EXHIBIT 10.1




    Execution Copy







 



    Published CUSIP Number: 278645AA4



 



    AMENDMENT AGREEMENT




    dated as of August 2, 2007




    among




    EBAY INC.




    as the Borrower,




    BANK OF AMERICA, N.A.,




    as Administrative Agent,




    and




    The Other Lenders Party Hereto




    WELLS FARGO BANK, N.A.,




    as Syndication Agent




    BANC OF AMERICA SECURITIES LLC,




    and




    WELLS FARGO BANK, N.A.,




    As Joint Lead Arrangers and Joint Book Managers



 


 
















 







    AMENDMENT
    AGREEMENT



 



    This AMENDMENT AGREEMENT (this “Amendment”) is
    entered into as of August 2, 2007 among EBAY INC., a
    Delaware corporation (the “Borrower”), the
    several financial institutions party hereto (each a
    “Lender” and, collectively, the
    “Lenders”), and BANK OF AMERICA, N.A., as
    Administrative Agent.



 



    The Borrower, the Lenders party thereto and the Administrative
    Agent entered into a Credit Agreement dated as of
    November 7, 2006 (as in effect as of the date of this
    Amendment, the “Credit Agreement”).



 



    The Borrower has requested that the Lenders agree to certain
    amendments to the Credit Agreement, and the Lenders have agreed
    to such request, subject to the terms and conditions of this
    Amendment.



 



    In consideration of the mutual covenants and agreements herein
    contained, the parties hereto covenant and agree as follows:



 



    1.  Definitions; References;
    Interpretation.



 



    (a) Unless otherwise specifically defined herein, each term
    used herein (including in the Recitals hereof) which is defined
    in the Credit Agreement shall have the meaning assigned to such
    term in the Credit Agreement.



 



    (b) As used herein, “Amendment Documents”
    means this Amendment, the Notes to be delivered hereunder and
    the Credit Agreement (as amended by this Amendment).



 



    (c) Each reference to “this Agreement”,
    “hereof”, “hereunder”,
    “herein” and “hereby” and each
    other similar reference contained in the Credit Agreement, and
    each reference to “the Credit Agreement” and
    each other similar reference in the other Loan Documents, shall
    from and after the Effective Date (as defined in
    Section 2) refer to the Credit Agreement as
    amended hereby.



 



    (d) The rules of interpretation set forth in
    Section 1.02 of the Credit Agreement shall be
    applicable to this Amendment.



 



    2.  Amendments to Credit
    Agreement.  Subject to the terms and
    conditions hereof, the Credit Agreement is amended as follows,
    effective as of the date of satisfaction of the conditions set
    forth in Section 4 (the “Effective Date”):



 



    (a)  Amendments to Article I of the Credit
    Agreement.



 



    (1) The term “Notes” defined in
    Section 1.01 of the Credit Agreement shall include
    from and after the Effective Date the Notes delivered under this
    Amendment.



 



    (2) The definition of “Applicable Rate” in
    Section 1.01 of the Credit Agreement is amended in
    its entirety to provide as follows:



 



    “Applicable Rate” means the following
    percentages per annum, based upon the Consolidated Leverage
    Ratio as set forth in the most recent Compliance Certificate
    received by the Administrative Agent pursuant to
    Section 6.02(a):



 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
    Applicable Rate

	
 

	
    Pricing

    
	
 
	
 
	
 
	
 
	
 
	
    Commitment

    
	
 
	
 
	
    Eurodollar  

    

	
    Level
	
 
	
 
	
    Consolidated Leverage Ratio
	
 
	
 
	
    Fee
	
 
	
 
	
    Rate +

	
 

	
 
	
    1
	
 
	
 
	
 
	
    ≤1.00:1.00
    
	
 
	
 
	
 
	
    0.04
	
    %
	
 
	
 
	
    0.20%
    

	
 
	
    2
	
 
	
 
	
 
	
    >1.00:1.00 but
    ≤1.50:1.00
    
	
 
	
 
	
 
	
    0.05
	
    %
	
 
	
 
	
    0.25%
    

	
 
	
    3
	
 
	
 
	
 
	
    >1.50:1.00 but
    ≤2.00:1.00
    
	
 
	
 
	
 
	
    0.06
	
    %
	
 
	
 
	
    0.30%
    

	
 
	
    4
	
 
	
 
	
 
	
    >2.00:1.00 but
    ≤2.50:1.00
    
	
 
	
 
	
 
	
    0.08
	
    %
	
 
	
 
	
    0.40%
    

	
 
	
    5
	
 
	
 
	
 
	
    >2.50:100
    
	
 
	
 
	
 
	
    0.10
	
    %
	
 
	
 
	
    0.50%
    









 



    Any increase or decrease in the Applicable Rate resulting from a
    change in the Consolidated Leverage Ratio shall become effective
    as of the first Business Day immediately following the date a
    Compliance Certificate is delivered pursuant to
    Section 6.02(a); provided, however,
    that if a Compliance Certificate is not delivered when due in
    accordance with such Section, then Pricing Level 5 shall
    apply as of the first Business Day after the date on which such
    Compliance Certificate




    

    1








 






    was required to have been delivered, and shall continue to so
    apply through the date on which such Compliance Certificate is
    so delivered (and thereafter the Pricing Level otherwise
    determined in accordance with this definition shall apply). The
    Applicable Rate in effect from as of the Closing Date shall be
    determined based upon Pricing Level 1.”



 



    (3) The definition of “Maturity Date” in
    Section 1.01 of the Credit Agreement is amended in
    its entirety to provide as follows:



 



    “Maturity Date” means the later of
    (a) November 7, 2012 and (b) if maturity is
    extended pursuant to Section 2.12, such extended
    maturity date as determined pursuant to such Section;
    provided, however, that, in each case, if such
    date is not a Business Day, the Maturity Date shall be the next
    preceding Business Day.”



 



    (b)  Amendment to Schedule 2.01 of the
    Credit Agreement.  Schedule 2.01
    of the Credit Agreement is replaced in its entirety by
    Schedule 2.01 of this Amendment.



 



    (c)  Amendments to Article II of the Credit
    Agreement.



 



    (1) Notwithstanding anything to the contrary in the Credit
    Agreement, after the Effective Date the Borrower shall be
    permitted only one additional extension request under
    Section 2.12 of the Credit Agreement.



 



    (2) After giving effect to the increases in the Aggregate
    Commitments to $2,000,000,000 occurring on the Effective Date,
    the Borrower may again utilize the increase option pursuant to
    Section 2.13 of the Credit Agreement to request from
    time to time an increase in the Aggregate Commitments by an
    amount (for all such requests after the Effective Date) not
    exceeding $1,000,000,000, in accordance with the terms and
    conditions of said Section 2.13.



 



    (d)  Amendment to Article VII of the Credit
    Agreement.  Section 7.06 of the
    Credit Agreement is amended in its entirety to provide as
    follows:



 



    “7.06 Financial Covenant. The Borrower shall not
    permit its Consolidated Leverage Ratio, as determined as of the
    end of any fiscal quarter of the Borrower, to be greater than
    3:00 to 1:00.”



 



    (e)  Amendment to Exhibit C of the Credit
    Agreement.  Exhibit C of the
    Credit Agreement is replaced in its entirety by
    Annex I attached to this Amendment.



 



    3.  Representations and
    Warranties.  The Borrower hereby represents
    and warrants to the Administrative Agent and the Lenders as
    follows:



 



    (a) No Default has occurred and is continuing (or would
    result from the amendments of the Credit Agreement contemplated
    hereby).



 



    (b) The execution, delivery and performance by the Borrower
    of the Amendment Documents have been duly authorized by all
    necessary corporate and other action and do not and will not
    require any registration with, consent or approval of, or notice
    to or action by, any Person (including any Governmental
    Authority) in order to be effective and enforceable.



 



    (c) The Amendment Documents constitute the legal, valid and
    binding obligations of the Borrower, enforceable against it in
    accordance with their respective terms, subject to the effect of
    applicable bankruptcy, insolvency, arrangement, moratorium and
    other similar laws affecting creditors’ rights generally
    and to the application of general principles of equity.



 



    (d) All representations and warranties of the Borrower
    contained in the Credit Agreement that are qualified by
    materiality are true and correct and after giving effect
    thereto, and that are not qualified by materiality are true and
    correct in all material respects (except, in each case, to the
    extent such representations and warranties specifically refer to
    an earlier date, in which case they shall be true and correct as
    of such earlier date, and except that (i) for purposes of
    this Section 3(d) the representations and warranties
    contained in subsections (a) and (b) of
    Section 5.05 of the Credit Agreement shall be deemed
    to refer to the most recent statements furnished pursuant to
    clauses (a) and (b), respectively, of
    Section 6.01 of the Credit Agreement, and




    

    2








 






    (ii) this Section 3(d) shall take into account
    any amendments to the Schedules to the Credit Agreement and
    other disclosures made in writing by the Borrower to the
    Administrative Agent and the Lenders after the Closing Date and
    approved by the Administrative Agent and the Required Lenders).



 



    (e) The Borrower is entering into this Amendment on the
    basis of its own investigation and for its own reasons, without
    reliance upon the Administrative Agent and the Lenders or any
    other Person.



 



    4.  Conditions of Effectiveness.



 



    (a) The effectiveness of Section 2 of this
    Amendment shall be subject to the satisfaction of each of the
    following conditions precedent:



 



    (1) The Administrative Agent shall have received from the
    Borrower and each of the Lenders (i) a duly executed
    original (or, if elected by the Administrative Agent, an
    executed facsimile copy) of this Amendment ; and (ii) if
    requested by any Lender, a Note (or replacement Note)
    substantially in the form of Exhibit B to the Credit
    Agreement.



 



    (2) The Administrative Agent shall have received evidence
    of payment by the Borrower of all fees, costs and expenses due
    and payable as of the Effective Date hereunder and under the
    Credit Agreement, including any fees arising under or referenced
    in Section 5 of this Amendment and any costs and
    expenses payable under Section 7(g) of this
    Amendment (including the reasonable fees, charges and
    disbursements of counsel for the Administrative Agent, to the
    extent invoiced on or prior to the Effective Date).



 



    (3) The Administrative Agent shall have received from the
    Borrower, in form and substance satisfactory to the
    Administrative Agent and the Lenders, a copy of resolutions
    passed by the board of directors (or related committee thereof)
    of the Borrower, certified as of the Effective Date by the
    Secretary or an Assistant Secretary of such Person, authorizing
    the execution, delivery and performance of the Amendment
    Documents.



 



    (4) The Administrative Agent shall have received a
    favorable opinion of counsel to the Borrower, addressed to the
    Agent and each Lender, with respect to this Amendment, in form
    and substance satisfactory to the Agent.



 



    (5) The Administrative Agent shall have received
    documentation in form and substance reasonably satisfactory to
    it evidencing the increase of the Aggregate Commitments to
    $2,000,000,000, including Commitment Increase Agreements from
    any existing Lenders increasing their Commitments, and New
    Lender Agreements from any Eligible Assignees acceding to the
    Credit Agreement.



 



    (6) The Administrative Agent shall have received all other
    documents it may reasonably request relating to any matters
    relevant hereto, all in form and substance reasonably
    satisfactory to the Administrative Agent.



 



    (7) The representations and warranties in
    Section 3 of this Amendment shall be true and
    correct on and as of the Effective Date with the same effect as
    if made on and as of the Effective Date.



 



    (b) For purposes of determining compliance with the
    conditions specified in Section 4(a), each Lender
    that has signed this Amendment shall be deemed to have consented
    to, approved or accepted or to be satisfied with, each document
    or other matter required thereunder to be consented to or
    approved by or acceptable or satisfactory to a Lender unless the
    Administrative Agent shall have received notice from such Lender
    prior to the Effective Date specifying its objection thereto.



 



    (c) From and after the Effective Date, the Credit Agreement
    is amended as set forth herein, and all outstanding Notes under
    the Credit Agreement shall be superseded and replaced by the
    Notes delivered under this Amendment. All such previously
    outstanding Notes will be deemed cancelled upon the occurrence
    of the Effective Date. Except as expressly amended pursuant
    hereto, the Credit Agreement shall remain unchanged and in full
    force and effect and is hereby ratified and confirmed in all
    respects.



 



    (d) The Administrative Agent will notify the Borrower and
    the Lenders of the occurrence of the Effective Date.



 



    5.  Fees.  The Borrower shall
    pay to the Administrative Agent for the account of each of the
    Lenders or Eligible Assignees participating in the increase in
    the Aggregate Commitments the fees set forth in (i) that
    certain




    

    3








 






    letter agreement dated as of July 20, 2007, by and among
    the Borrower, BAS and the Administrative Agent (the “BAS
    Amendment Fee Letter”) and (ii) that certain
    letter agreement dated as of July 24, 2007, by and between
    the Borrower and Wells Fargo Bank, N.A. (the “Wells
    Fargo Amendment Fee Letter”). Such fees shall be due
    and payable by the Borrower on the date set forth in such letter
    agreement.



 



    6.  Certain Transitional Matters.



 



    (a) The increases in the Aggregate Commitments to
    $2,000,000,000 under Section 2.13 of the Credit
    Agreement shall be deemed effective as of the Effective Date.



 



    (b) On the Effective Date, the Lenders party to the Credit
    Agreement, as amended and restated hereby, shall be the Lenders
    listed on the signature pages hereof and any Eligible Assignees
    acceding to the Credit Agreement and shall have the respective
    Commitments in the amounts set forth in
    Schedule 2.01 attached hereto. Without limiting the
    generality of the foregoing, on the Effective Date, any Lenders
    party to the Credit Agreement not listed on the signature pages
    hereof shall cease to be parties to the Credit Agreement, and
    each Eligible Assignee party to a New Lender Agreement not
    previously party to the Credit Agreement shall be and become a
    party to the Credit Agreement as provided in its New Lender
    Agreement with a Commitment in the amount set forth therein.



 



    (c) If any Loans shall be outstanding on the Effective
    Date, the Borrower shall be deemed to have submitted a notice of
    Borrowing to any Eligible Assignees acceding to the Credit
    Agreement in the appropriate aggregate amount to ensure that
    such Loans are outstanding to the existing Lenders and acceding
    Lenders as of the Effective Date in accordance with their
    Applicable Percentages as reflected in Schedule 2.01
    attached hereto.



 



    (d) On the Effective Date, the amount of Loans (if any)
    then outstanding and held by each existing Lender shall be
    adjusted to reflect the changes in such Lenders’ Applicable
    Percentages of the Loans, subject to Section 3.05 of
    the Credit Agreement. Each such Lender having any Loans then
    outstanding and whose Applicable Percentage in respect of Loans
    has been decreased on the Effective Date as a result of the
    increase in the Aggregate Commitments occurring under
    Section 2.13 of the Credit Agreement on the
    Effective Date shall be deemed to have assigned on the Effective
    Date, without recourse, to each Lender increasing its Commitment
    and Eligible Assignees acceding to the Credit Agreement on the
    Effective Date such portion of such Loans as shall be necessary
    to effectuate such adjustment. Each such increasing Lender or
    acceding Lender on the Effective Date shall (i) be deemed
    to have assumed such portion of such Loans and (ii) fund on
    the Effective Date such assumed amounts to the Administrative
    Agent for the account of the assigning Lender in the amount
    notified to such increasing Lender by the Administrative Agent.



 



    (e) On the Effective Date any Eligible Assignees acceding
    to the Credit Agreement as a result of the increases in the
    Aggregate Commitments to $2,000,000,000 under
    Section 2.13 of the Credit Agreement shall fund to
    the Borrower their respective Loans, if any, as requested by the
    Borrower from them prior to the Effective Date.



 



    7.  Miscellaneous.



 



    (a) The Borrower acknowledges and agrees that the execution
    and delivery by the Administrative Agent and the Lenders of this
    Amendment shall not be deemed to create a course of dealing or
    an obligation to execute similar waivers or amendments under the
    same or similar circumstances in the future.



 



    (b) This Amendment shall be binding upon and inure to the
    benefit of the parties hereto and their respective successors
    and assigns permitted by the Credit Agreement.



 



    (c) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
    ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



 



    (d) This Amendment may be executed in counterparts (and by
    different parties hereto in different counterparts), each of
    which shall constitute an original, but all of which when taken
    together shall constitute a single contract. This Amendment and
    the other Amendment Documents constitute the entire contract
    among the parties relating to the subject matter hereof and
    supersede any and all previous agreements and understandings,
    oral or written, relating to the subject matter hereof. Except
    as provided in Section 4, this Amendment shall
    become effective when it shall have been executed by the
    Administrative Agent and when the Administrative Agent shall
    have received counterparts hereof that, when taken together,
    bear the signatures of each of the other parties hereto.




    

    4








 






    Delivery of an executed counterpart of a signature page of this
    Amendment by facsimile shall be effective as delivery of a
    manually executed counterpart of this Amendment.



 



    (e) This Amendment may not be amended except in accordance
    with the provisions of Section 10.01 of the Credit
    Agreement.



 



    (f) If any provision of this Amendment or the other
    Amendment Documents is held to be illegal, invalid or
    unenforceable, (i) the legality, validity and
    enforceability of the remaining provisions of this Amendment and
    the other Amendment Documents and Loan Documents shall not be
    affected or impaired thereby and (ii) the parties shall
    endeavor in good faith negotiations to replace the illegal,
    invalid or unenforceable provisions with valid provisions the
    economic effect of which comes as close as possible to that of
    the illegal, invalid or unenforceable provisions. The invalidity
    of a provision in a particular jurisdiction shall not invalidate
    or render unenforceable such provision in any other jurisdiction.



 



    (g) The Borrower agrees to pay or reimburse all reasonable
    out-of-pocket expenses incurred by the Administrative Agent and
    its Affiliates (including the reasonable fees, charges and
    disbursements of counsel for the Administrative Agent), in
    connection with the preparation, negotiation, execution,
    delivery and administration of this Amendment and the other
    Amendment Documents or any amendments, modifications or waivers
    of the provisions hereof or thereof (whether or not the
    transactions contemplated hereby or thereby shall be
    consummated).



 



    (h) This Amendment, the BAS Amendment Fee Letter, the Wells
    Fargo Amendment Fee Letter and the Notes, and any new lender
    agreements or commitment increase agreements executed pursuant
    to this Amendment shall constitute Loan Documents.



 



    [signature pages follow]




    

    5








 






    IN WITNESS WHEREOF, the parties hereto have caused this
    Amendment to be duly executed as of the date first above written.



 



    EBAY INC.



 


			
	 	    By: 
	
    /s/  Jennifer
    Ceran









    Name: Jennifer Ceran



			
	 	    Title: 
	
    Vice President, Treasury & Treasurer





    

    S-1








 






    BANK OF AMERICA, N.A., as Administrative Agent



 


			
	 	    By: 
	
    /s/  Dora
    A. Brown









    Name: Dora A. Brown



			
	 	    Title: 
	
    Vice President





    

    S-2








 






    BANK OF AMERICA, N.A., as a Lender



 


			
	 	    By: 
	
    /s/  Ronald
    J. Drobny









    Name: Ronald J. Drobny



			
	 	    Title: 
	
    Senior Vice President





    

    S-3








 






    JPMORGAN CHASE BANK, N.A., as a Lender



 


			
	 	    By: 
	
    /s/  William
    P. Rindfuss









    Name: William P. Rindfuss



			
	 	    Title: 
	
    Vice President





    

    S-4








 






    WELLS FARGO BANK, N.A., as a Lender



 


			
	 	    By: 
	
    /s/  Matt
    Jurgens









    Name: Matt Jurgens



			
	 	    Title: Vice President
	






    

    S-5








 






    WILLIAM STREET COMMITMENT 

    CORPORATION (Recourse only to assets of 

    William Street Corporation), as a Lender



 


			
	 	    By: 
	
    /s/  Mark
    Walton









    Name: Mark Walton



			
	 	    Title: 
	
    Assistant Vice President





    

    S-6








 






    MORGAN STANLEY BANK, as a Lender



 


			
	 	    By: 
	
    /s/  Elizabeth
    Hendricks









    Name: Elizabeth Hendricks



			
	 	    Title: 
	
    Authorized Signatory





    

    S-7








 






    HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender



 


			
	 	    By: 
	
    /s/  Scott
    Regan









    Name: Scott Regan



			
	 	    Title: 
	
    Vice President





    

    S-8








 






    CITIBANK N.A., as a Lender



 


			
	 	    By: 
	
    /s/  Brian
    Reed









    Name: Brian Reed



			
	 	    Title: 
	
    Director





    

    S-9








 






    CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a Lender



 


			
	 	    By: 
	
    /s/  Jay
    Chall









    Name: Jay Chall



			
	 	    Title: 
	
    Director




 


			
	 	    By: 
	
    /s/  Alain
    Schmid









    Name: Alain Schmid



			
	 	    Title: 
	
    Assistant Vice President





    

    S-10








 






    DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender



 


			
	 	    By: 
	
    /s/  Oliver
    Schwarz









    Name: Oliver Schwarz



			
	 	    Title: 
	
    Director




 


			
	 	    By: 
	
    /s/  Stefan
    Freckmann









    Name: Stefan Freckmann



			
	 	    Title: 
	
    Vice President





    

    S-11








 






    LEHMAN BROTHERS COMMERCIAL BANK, as a Lender



 


			
	 	    By: 
	
    /s/  Brian
    McNany









    Name: Brian McNany



			
	 	    Title: 
	
    Authorized Signatory





    

    S-12








 






    THE ROYAL BANK OF SCOTLAND PLC, as a Lender



 


			
	 	    By: 
	
    /s/  Vincent
    Fitzgerald









    Name: Vincent Fitzgerald



			
	 	    Title: 
	
    Managing Director





    

    S-13








 







    ANNEX I



 




    EXHIBIT C



 




    FORM OF
    COMPLIANCE CERTIFICATE



 




    Financial
    Statement
    Date:          ,     
    



 



    To: Bank of America, N.A., as Administrative Agent



 




    Ladies and
    Gentlemen:
    



 



    Reference is made to that certain Credit Agreement, dated as of
    November 7, 2006, as amended (as amended, restated,
    extended, supplemented or otherwise modified in writing from
    time to time, the “Agreement;” the terms
    defined therein being used herein as therein defined), among
    eBay Inc., a Delaware corporation (the
    “Borrower”), the Lenders from time to time
    party thereto, and Bank of America, N.A., as Administrative
    Agent.



 



    The undersigned Responsible Officer hereby certifies as of the
    date hereof that
    he/she is
    the          
    of the Borrower, and that, as such,
    he/she is
    authorized to execute and deliver this Certificate to the
    Administrative Agent on the behalf of the Borrower, and that:



 



    [Use following paragraph 1 for fiscal year-end
    financial statements]



 



    1. The Borrower has delivered the year-end audited
    financial statements required by Section 6.01(a) of
    the Agreement for the fiscal year of the Borrower ended as of
    the above date, together with the report and opinion of an
    independent certified public accountant required by such section.



 



    [Use following paragraph 1 for fiscal quarter-end
    financial statements]



 



    1. The Borrower has delivered the unaudited financial
    statements required by Section 6.01(b) of the
    Agreement for the fiscal quarter of the Borrower ended as of the
    above date. Such financial statements fairly present in all
    material respects the financial condition, results of operations
    and cash flows of the Borrower and its Subsidiaries in
    accordance with GAAP as at such date and for such period,
    subject only to normal year-end audit adjustments and the
    absence of footnotes.



 



    2. To the best knowledge of the undersigned:



 




    [select
    one:]



 



    [during such fiscal period, the Borrower performed and
    observed each covenant and condition of the Loan Documents
    applicable to it, and no Default has occurred and is
    continuing.]



 




     —
    or — 



 



    [during such fiscal period, the following covenants or
    conditions have not been performed or observed and the following
    is a list of each such Default and its nature and status:]



 



    3. Except as described on an attachment hereto, the
    representations and warranties of the Borrower contained in
    Article V of the Agreement (other than the
    representation and warranty contained in
    Section 5.05(c)) and any representations and
    warranties of the Borrower that are contained in any other Loan
    Document that are qualified by materiality are true and correct
    on and as of the date hereof, and that are not qualified by
    materiality are true and correct in all material respects on and
    as of the date hereof, except to the extent that such
    representations and warranties specifically refer to an earlier
    date, in which case they are true and correct as of such earlier
    date, and except that for purposes of this Compliance
    Certificate, the representations and warranties contained in
    subsections (a) and (b) of
    Section 5.05 of the Agreement shall be deemed to
    refer to the most recent statements furnished pursuant to
    clauses (a) and (b), respectively, of
    Section 6.01 of the Agreement, including the
    statements in connection with which this Compliance Certificate
    is delivered.




    

    C-1








 











    Form of Compliance Certificate






    4. The financial covenant analyses and information set
    forth on Schedules 1 and 2 attached hereto are
    true and accurate on and as of the date of this Certificate.



 



    IN WITNESS WHEREOF, the undersigned has executed this
    Certificate as
    of          ,     
    .



 



    EBAY INC.



 


			
	 	    By: 
	
        









    Name: 



			
	 	    Title: 
	






    

    C-2








 











    Form of Compliance Certificate







    For the
    Quarter/Year
    ended          (“Statement
    Date”)
    



 




    SCHEDULE 1

    to
    the Compliance Certificate

    ($ in 000’s)
    



 


	 	 	 	 	 	 	 	 	 
	
 
	
    I.
	
 
	
 
	
    Section 7.06 —
    Consolidated Leverage Ratio.
    
	
 
	
 
	
 
	
 

	
 
	
    A.
	
 
	
 
	
    Consolidated Funded Indebtedness
    at Statement Date:
    
	
 
	
    $
	
         
	
 

	
 
	
    B.
	
 
	
 
	
    Consolidated EBITDA for four
    consecutive fiscal quarters ending on Statement Date
    (“Subject Period”):
    
	
 
	
 
	
 
	
 

	
 
	
    1.
	
 
	
 
	
    Consolidated Net Income for
    Subject Period:
    
	
 
	
    $
	
         
	
 

	
 
	
    2.
	
 
	
 
	
    Interest expense for Subject
    Period:
    
	
 
	
    $
	
         
	
 

	
 
	
    3.
	
 
	
 
	
    Depreciation and amortization
    expense (including amortization of intangible amortization for
    Acquisitions for Subject Period:
    
	
 
	
    $
	
         
	
 

	
 
	
    4.
	
 
	
 
	
    Income tax expense for Subject
    Period:
    
	
 
	
    $
	
         
	
 

	
 
	
    5.
	
 
	
 
	
    Non-cash charges or expenses
    related to equity plans or stock option awards for Subject
    Period:
    
	
 
	
    $
	
         
	
 

	
 
	
    6.
	
 
	
 
	
    Payroll taxes on exercise of stock
    options for Subject Period:
    
	
 
	
    $
	
         
	
 

	
 
	
    7.
	
 
	
 
	
    Consolidated EBITDA (Lines I.B.1 +
    2 + 3 + 4 + 5 + 6):
    
	
 
	
    $
	
         
	
 

	
 
	
    C.
	
 
	
 
	
    Consolidated Leverage Ratio as of
    Statement Date (Line I.A.  ̧ Line
    I.B.7):
    
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
    D.
	
 
	
 
	
    Maximum permitted:
	
 
	
 
	
    3.00 to 1.00
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
    E.
	
 
	
 
	
    Covenant Compliance?
    
	
 
	
 
	
    YES / NO
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 










    

    C-3








 











    Form of Compliance Certificate







    For the
    Quarter/Year
    ended          (“Statement
    Date”)
    



 




    SCHEDULE 2

    to
    the Compliance Certificate

    ($ in 000’s)
    



 




    Consolidated
    EBITDA

    (in
    accordance with the definition of Consolidated EBITDA

    as set forth in the Agreement)
    



 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Twelve

    
	
 

	
 
	
 
	
    Quarter

    
	
 
	
 
	
    Quarter

    
	
 
	
 
	
    Quarter

    
	
 
	
 
	
    Quarter

    
	
 
	
 
	
    Months

    
	
 

	

    Consolidated EBITDA


	
 
	
    Ended
	
 
	
 
	
    Ended
	
 
	
 
	
    Ended
	
 
	
 
	
    Ended
	
 
	
 
	
    Ended
	
 

	 

	

    Consolidated Net Income
    


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    + interest expense
    


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    + depreciation and amortization
    expense
    


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    + income tax expense
    


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    + non-cash charges or expenses
    relating to equity plans or stock option awards
    


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    + payroll taxes on exercise of
    stock options
    


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    = Consolidated EBITDA
    


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 










    

    C-4