amendmentno1to5yearcredi






                                                          EXECUTION VERSION                                FIRST AMENDMENT         This First Amendment, dated as of March 23, 2020 (this “First Amendment”), to the  Credit Agreement, dated as of September 11, 2019 (the “Existing Credit Agreement”, and as  amended by this First Amendment, the “Credit Agreement”), among PayPal Holdings, Inc., a  Delaware corporation (the “Parent Borrower”), the lenders from time to time party thereto, J.P.  Morgan Securities Australia Limited (the “Australian Borrower Administrative Agent”),  JPMorgan Chase Bank, N.A. Toronto Branch (the “Canadian Borrower Administrative Agent”),  J.P. Morgan Europe Limited (the “Luxembourg Borrowers and Singapore Borrower  Administrative Agent”), and JPMorgan Chase Bank, N.A. (the “Parent Borrower Administrative  Agent”, and together with the Australian Borrower Administrative Agent, the Canadian  Borrower Administrative Agent and the Luxembourg Borrowers and Singapore Borrower  Administrative Agent, the “Administrative Agent”).                                   W I T N E S S E T H:         WHEREAS, the Parent Borrower has requested that the Existing Credit Agreement be  amended as set forth herein pursuant to Section 11.01 of the Existing Credit Agreement;          WHEREAS, the Administrative Agent and the Required Lenders have agreed, upon the  terms and subject to the conditions set forth herein, to the requested amendments;          NOW, THEREFORE, in consideration of the premises contained herein, the parties  hereto hereby agree as follows:         Section 1. Defined Terms.  Unless otherwise defined herein, capitalized terms are used  herein as defined in the Credit Agreement.         Section 2. Amendment.  Subject to the satisfaction or waiver of the conditions set forth  in Section 5 hereof and pursuant to and in accordance with Section 11.01 of the Existing Credit  Agreement:         (a)   the Existing Credit Agreement is hereby amended as follows:               (i)   The definition of “Consolidated EBITDA” in Section 1.01 of the Credit  Agreement is hereby amended by inserting a new clause “(i)” after clause “(h)” to read as fol- lows:               “(i)  any loss (realized or unrealized) on Strategic Investments”;                (ii)  The definition of “Consolidated EBITDA” in Section 1.01 of the Credit  Agreement is hereby further amended by inserting “(x)” immediately prior to “any reversals of  non-cash restructuring charges or other non-cash exit and disposal costs during such period” and  by inserting a new clause “(y)” after clause “(x)” to read as follows:               “(y) any gain (realized or unrealized) on Strategic Investments”; and      





 






            (iii) Section 1.01 of the Existing Credit Agreement is hereby amended by add-       ing thereto the following definition, which shall be inserted in proper alphabetical order:               ““Strategic Investment” means any investment by the Parent Borrower or any of        its Subsidiaries in marketable equity securities (which are publicly traded) and/or non-       marketable equity securities (which are investments in privately held companies); pro-       vided that no investment in the Parent Borrower or any of its Subsidiaries shall be a        “Strategic Investment”.           (b)   Exhibit C to the Existing Credit Agreement is hereby amended to delete the  stricken text (indicated textually in the same manner as the following example: stricken text) and  to add the double-underlined text (indicated textually in the same manner as the following exam- ple: double-underlined text) as set forth in Exhibit A attached hereto.         Section 3. Representations and Warranties.  As of the date hereof and as of the First  Amendment Effective Date (as defined below), the Parent Borrower hereby represents and  warrants that (a) the representations and warranties set forth in Article V of the Existing Credit  Agreement are true and correct in all material respects on and as of the date hereof (or, if any  such representation and warranty is expressly stated to have been made as of a specific date, as  of such specific date) and (b) no Default or Event of Default exists.         Section 4. Effect on the Loan Documents; No Other Amendments or Consents.   Except as expressly provided herein, all of the terms and provisions of the Existing Credit  Agreement and the other Loan Documents are and shall remain in full force and effect.  The  amendment provided for herein is limited to the specific provisions of the Credit Agreement  specified in Section 2 hereof and shall not constitute a consent, waiver or amendment of, or an  indication of the Administrative Agent’s willingness to consent to any action requiring consent  under any other provisions of the Credit Agreement.  After the First Amendment Effective Date,  any reference to the Credit Agreement in any Loan Document, and the terms “this Agreement”,  “herein”, “hereunder”, “hereto”, “hereof”, “hereby” and words of similar import in the Credit  Agreement, shall, unless the context otherwise requires, mean the Credit Agreement as modified  hereby.  This First Amendment shall constitute a “Loan Document” for all purposes of the Credit  Agreement and the other Loan Documents.         Section 5. Effectiveness of Amendment.  The effectiveness of the amendment to the  Credit Agreement contemplated hereby shall be subject to the satisfaction (or waiver by the Ad- ministrative Agent) of the following conditions (the first Business Day on which all conditions  are so satisfied or waived, the “First Amendment Effective Date”):          (a)   The Administrative Agent shall have received counterparts of this First Amendment that,  when taken together, bear the signatures of (a) the Parent Borrower, (b) the Required Lenders and (c) the  Administrative Agent; and         (b)   The Administrative Agent shall have received from the Parent Borrower (or shall be sat- isfied that it will receive substantially concurrently with the effectiveness of this First Amendment) imme- diately available funds in an amount sufficient to pay all expenses required by Section 11.04(a) of the                                        -2-     





 






Credit Agreement to be paid by the Parent Borrower in connection with this First Amendment (to the ex- tent invoiced in reasonable detail prior to the date hereof).         Section 6. Counterparts.  This First Amendment may be executed in counterparts (and  by different parties hereto on different counterparts), each of which shall be deemed an original,  but all of which when taken together shall constitute a single contract.  Delivery of an executed  counterpart of a signature page of this First Amendment by telecopy or electronic transmission  shall be effective as delivery of a manually executed counterpart of this First Amendment.         Section 7. Governing Law.  The provisions of Sections 11.14 and 11.15 of the Credit  Agreement shall apply to this First Amendment, mutatis mutandis.                                         [Remainder of page left intentionally blank]                                        -3-     





 






                                                                                             IN WITNESS WHEREOF, the parties hereto have caused this First Amendment  to be duly executed and delivered by their proper and duly authorized officers as of the day and  year first above written.                                                                             PAYPAL HOLDINGS, INC.,                                      as Parent Borrower                                                                             By:   /s/ Anthony Glasby                                                              Name:  Anthony Glasby                                            Title:    Vice President and Treasurer                              [Signature Page to First Amendment]   





 






JPMORGAN CHASE BANK, N.A.,  as Parent Borrower Administrative Agent   By:   /s/ Ryan Zimmerman                          Name:  Ryan Zimmerman        Title:    Vice President      J.P. MORGAN SECURITIES AUSTRALIA  LIMITED,  as Australian Borrower Administrative Agent   By:   /s/ Cristina de Guzman                      Name:  Cristina de Guzman        Title:    Associate      JPMORGAN CHASE BANK N.A., TORONTO  BRANCH,  as Canadian Borrower Administrative Agent   By:   /s/ Nauman Muzaffar                         Name: Nauman Muzaffar        Title:  Executive Director      J.P. MORGAN EUROPE LIMITED,  as Luxembourg Borrowers and Singapore Borrower  Administrative Agent   By:   /s/ Grant Keith                             Name: Grant Keith        Title:  Associate                       





 






WELLS FARGO BANK, NATIONAL  ASSOCIATION  as a Lender   By:   /s/ Tracy Moosbrugger                       Name:  Tracy Moosbrugger        Title:  Managing Director   STANDARD CHARTERED BANK  as a Lender   By:   /s/ James Beck                              Name:  James Beck        Title:  Associate Director     Westpac Banking Corporation as a Lender   By:  /s/ Richard Yarnold                          Name:  Richard Yarnold        Title:  Senior Relationship Manager        Corporate & Institutional Banking     National Australia Bank  as a Lender   By:   /s/ John Allan-Smith                        Name:  John Allan-Smith        Title:  Head of Client Coverage – US     THE TORONTO-DOMINION BANK, NEW  YORK BRANCH, as a Lender   By:   /s/ Peter Kuo                               Name:  Peter Kuo        Title:  Authorized Signatory     HSBC Bank USA, N.A., as  a Lender   By:   /s/ Sam Stockwin                            Name:  Sam Stockwin        Title:   Vice President                         





 






Oversea-Chinese Banking Corporation Limited, Los  Angeles Agency  as a Lender   By:   /s/ Charles Ong                             Name:  Charles Ong        Title:  General Manager     THE BANK OF NOVA SCOTIA  as a Lender   By:   /s/ Jason Rinne                             Name:  Jason Rinne        Title:  Director   MUFG Bank, Ltd.,  as a Lender   By:   /s/ Marlon Mathews                          Name:  Marlon Mathews        Title:  Director   Mizuho Bank, Ltd.  as a Lender   By:   /s/ Tracy Rahn                              Name:  Tracy Rahn        Title:  Authorized Signatory   Citibank, N.A.,  as a Lender   By:   /s/ Sean Klimchalk                          Name:  Sean Klimchalk        Title:  Vice President   DBS Bank Ltd.  as a Lender   By:   /s/ Henry Choo                              Name:  Henry Choo        Title:  Vice President                             





 






Morgan Stanley Bank, N.A.,  as a Lender   By:   /s/ Kevin Newman                            Name:  Kevin Newman        Title:  Authorized Signatory   Royal Bank of Canada  as a Lender   By:   /s/ Nicholas Heslip                         Name:  Nicholas Heslip        Title:  Authorized Signatory   DEUTSCHE BANK AG NEW YORK BRANCH,  as a Lender   By:   /s/ Ming K. Chu                             Name:  Ming K. Chu        Title:  Director   By:   /s/ Annie Chung                             Name:  Annie Chung        Title:  Director   Bank of America, N.A.  as a Lender   By:   /s/ Laura L. Olson                          Name:  Laura L. Olson        Title:  Vice President   BARCLAYS BANK PLC  as a Lender   By:   /s/ George Osborne                          Name:  George Osborne        Title:  Director   Executed in New York   State Street Bank and Trust Company  as a Lender   By:   /s/ Kimberly R. Costa                       Name:  Kimberly R. Costa        Title:  Vice President                                                             





 






BNP Paribas  as a Lender   By:   /s/ Barbara Nash                            Name:  Barbara Nash        Title:  Managing Director     By:   /s/ Chief Marbumrung                        Name:  Chief Marbumrung        Title:  Vice President   Goldman Sachs Bank USA,  as a Lender   By:   /s/ Jamie Minieri                           Name:  Jamie Minieri        Title:  Authorized Signatory                      





 






                                                                                                                                                                                                                                                            EXHIBIT A                                                                                                                           (ATTACHED)                                                                                                                                          834199.04-LACSR02A - MSW 





 






                                                                                                                                                    EXHIBIT C                      FORM OF COMPLIANCE CERTIFICATE                     Financial Statement Date:  _______________,____   To:   J.P. Morgan Securities Australia Limited (the “Australian Borrower Administrative  Agent”), JPMorgan Chase Bank, N.A., Toronto Branch (the “Canadian Borrower Administrative  Agent”), J.P. Morgan Europe Limited (the “Luxembourg Borrowers and Singapore Borrower  Administrative Agent”) and JPMorgan Chase Bank, N.A. (the “Parent Borrower Administrative  Agent” and together with the Australian Borrower Administrative Agent, the Canadian Borrower  Administrative Agent and the Luxembourg Borrowers and Singapore Borrower Administrative  Agent, the “Administrative Agent”)   Ladies and Gentlemen:   Reference is made to that certain Credit Agreement, dated as of September 11, 2019 (as amended,  restated, amended and restated, extended, supplemented or otherwise modified in writing from  time to time, the “Credit Agreement;” the terms defined therein being used herein as therein de- fined), among PayPal Holdings, Inc., a Delaware corporation (the “Parent Borrower”), the Desig- nated Borrowers from time to time parties thereto, the Lenders from time to time party thereto and  the Administrative Agent.   The  undersigned  Responsible  Officer  hereby  certifies  as  of  the  date  hereof  that  he/she  is  the  ____________________________of the Parent Borrower, and that, as such, he/she is authorized  to execute and deliver this Certificate to the Administrative Agent on the behalf of the Parent  Borrower, and that:   [Use following paragraph 1 for fiscal year-end financial statements]   1.    The Parent Borrower has delivered the year-end audited financial statements required by  Section 6.01(a) of the Credit Agreement for the fiscal year of the Parent Borrower ended as of the  above date, together with the report and opinion of an independent certified public accountant to  the extent required by such section.   [Use following paragraph 1 for fiscal quarter-end financial statements]   1.    The Parent Borrower has delivered the unaudited financial statements required by Section  6.01(b) of the Credit Agreement for the fiscal quarter of the Parent Borrower ended as of the above  date.  Such financial statements fairly present in all material respects the financial condition, results  of operations, Stockholders’ Equity and cash flows of the Parent 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:]                                        C - 1                               Compliance Certificate   





 






[no Default or Event of Default has occurred and is continuing as of the date hereof.]                                       —or—   [the following is a list of each Default and Event of Default existing as of the date hereof and  its nature and status:]   3.    The financial covenant analyses and information set forth on Schedule 1 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  ______________, _________.                                       PAYPAL HOLDINGS, INC.                                                                                                                    By:                                                                        Name:                                                                      Title:                                                                                                  C - 2                               Compliance Certificate   





 






         For the Quarter/Year ended ______________________(“Statement Date”)                                   SCHEDULE 1                             to the Compliance Certificate                                    ($ in 000’s)   Section 7.05 — Consolidated Leverage Ratio.   A.     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 or impairment of Intangible Assets for Acqui-        sitions or Dispositions) for Subject Period:      $             4.     Income tax expense for Subject Period:            $             5.     Non-cash charges or expenses related to equity plans or         equity awards for Subject Period:                 $             6.     Payroll taxes on exercise of stock options or vesting of re-        stricted stock units or other equity awards for Subject Pe-        riod:                                             $             7.     Impairment of goodwill for Subject Period:        $             8.     At the option of the Parent Borrower, transaction expenses         from Acquisitions, Dispositions, issuances of Indebtedness         or equity interests or repayment of Indebtedness or any re-        financing, amendment or other modification of any Indebt-        edness (in each case, including any such transaction under-        taken but not completed or consummated) for Subject Pe-        riod:                                             $             9.     Non-cash restructuring charges and other non-cash exit  $             and disposal costs for Subject Period1:                                                                                             1 There shall be a subtraction from Consolidated EBITDA when cash payments in respect of such restruc- turing charges and exit and disposal costs are made.                                      C - 3                               Compliance Certificate   





 






                                                                                 10.    Any loss (realized or unrealized) on Strategic Invest-        ments2:                                           $             1011.  Reversals of non-cash restructuring charges and other non-        cash exit and disposal costs for Subject Period:  $             12.    Any gain (realized or unrealized) on Strategic Investments:  $    1113.  Consolidated EBITDA (Lines A.1 + 2 + 3 + 4 + 5 + 6 + 7         + 8 + 9 -+ 10 – 11 – 12):                         $             B.     Consolidated Total Debt as of Statement Date:     $             C.     Consolidated Leverage Ratio as of Statement Date          (Line B  Line A):                                                     Maximum permitted:                                [4.00][4.50] to                                                          1.0013                                                                                                                    2 Any investment by the Parent Borrower or any of its Subsidiaries in marketable equity securities (which  are publicly traded) and/or non-marketable equity securities (which are investments in privately held  companies); provided that no investment in the Parent Borrower or any of its Subsidiaries shall be a  “Strategic Investment.   13 (i) at the election of the Parent Borrower (the notice of which  election shall be given within 30 days after consummating the relevant Qualified Acquisition),  the level set forth above shall be increased to 4.50 to 1.00 in connection with a Qualified  Acquisition for four consecutive fiscal quarters (and no other fiscal quarters), starting with the  fiscal quarter in which such Qualified Acquisition is consummated (a “Qualified Acquisition  Election”);     (ii) the Parent Borrower may make a Qualified Acquisition Election no more than  twice during the life of this Agreement;    (iii) upon the return to a maximum Consolidated Leverage Ratio of 4.00 to 1.00 after any Qualified Ac- quisition Election, such level must be maintained for at least two fiscal quarters before the Parent Bor- rower may elect to increase such level for a subsequent time pursuant to any Qualified Acquisition Elec- tion; provided, that the Parent Borrower may, at any time prior to the immediately succeeding fiscal quar- ter end, elect to reduce its maximum Consolidated Leverage Ratio to 4.00 to 1.00 for such fiscal quarter  end and each fiscal quarter end thereafter by delivering an irrevocable written notice of such election to  the applicable Administrative Agent; thereafter, the Parent Borrower may elect to increase the maximum  Consolidated Leverage Ratio on the terms set forth in Section 7.04 of the Credit Agreement in connection  with a Qualified Acquisition after its Consolidated Leverage Ratio remains below 4.00 to 1.00 for two  consecutive fiscal quarters.                                       C - 4                               Compliance Certificate