joinderpaypalaustraliapt






                           JOINDER AGREEMENT               JOINDER AGREEMENT, dated as of March 31, 2020 (this “Joinder  Agreement”), among PayPal Australia Pty Limited (ACN 111 195 389), a company incorporated  under the laws of Australia (the “Subsidiary”), PAYPAL HOLDINGS, INC., a Delaware  corporation (the “Parent Borrower”), 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”) for the several banks  and other financial institutions (the “Lenders”) from time to time parties to the Credit  Agreement, dated as of September 11, 2019 (as amended, restated, amended and restated,  supplemented or otherwise modified from time to time, the “Credit Agreement”; terms defined  therein being used herein as therein defined), by and among the Parent Borrower, the Designated  Borrowers from time to time parties thereto, the Lenders and the Administrative Agent.                                 W I T N E S S E T H:               WHEREAS, the parties to this Joinder Agreement wish to add the Subsidiary as a  Designated Borrower to the Credit Agreement in the manner hereinafter set forth; and               WHEREAS, this Joinder Agreement is entered into pursuant to Section 4.03(b) of  the Credit Agreement;               NOW, THEREFORE, in consideration of the premises, the parties hereto hereby  agree as follows:         1.    The Subsidiary hereby acknowledges that it has received and reviewed a copy of  the Credit Agreement, and acknowledges and agrees to:               (a)   join the Credit Agreement as the Australian Borrower and a Designated  Borrower;               (b)   be bound by all covenants, agreements and acknowledgments attributable  to the Australian Borrower and a Designated Borrower in the Credit Agreement; and               (c)   perform all obligations and duties required of it by the Credit Agreement.         2.    The Subsidiary hereby represents and warrants that the representations and  warranties with respect to it contained in Article V of the Credit Agreement are true and correct  in all material respects on the date hereof subject to, in the case of Section 5.04 of the Credit  Agreement, the terms of section 13A(3) of the Banking Act (1959).         3.    The Tranche under which the Subsidiary shall have the right to borrow once  joined to the Credit Agreement as the Australian Borrower and a Designated Borrower:                                         1    834872.02-LACSR02A - MSW 





 






                                 Tranche:      Tranche 4 Facility                                           4.    The address and jurisdiction of organization of the Subsidiary are set forth below:                                    Address      Level 24                                                1 York Street                                                Sydney NSW 2000                                   Attn:        Mr Neil Matthews                                    Email:       nmatthews@paypal.com                                   Telephone:   +61 405 339 519                                                                       Jurisdiction                                    of organization: New South Wales, Australia                                           5.    Notwithstanding anything to the contrary contained herein, the Credit Agreement  or in any other Loan Document, Committed Loan Notices with respect to Borrowings by the  Australian Borrower may only be delivered by the employees of the Parent Borrower or any of  its Subsidiaries that are designated in writing to the Administrative Agent in a designation letter  executed by (i) the Treasurer of PayPal, Inc. and (ii) either (x) the Chief Financial Officer of  PayPal, Inc. or (y) the Assistant Treasurer of PayPal, Inc.         6.    THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND  CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE  STATE OF NEW YORK.                     [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]                                                                                    2                                           834872.02-LACSR02A - MSW 





 






            IN WITNESS WHEREOF, each of the undersigned has caused this Joinder  Agreement to be duly executed and delivered by its duly authorized officer and/or director as of  the day and year first above written.     Executed as an agreement.    Signed by PAYPAL AUSTRALIA PTY           LIMITED as Australian Borrower and a     Designated Borrower in accordance with   section 127 of the Corporations Act 2001   (Cth) by:                                                                                                                  /s/ N. Matthews                        /s/ Elizabeth Briggs  Signature of director                  Signature of director/secretary   N. Matthews                            Elizabeth Briggs  Name of director (print)               Name of director/secretary (print)                                                                      PAYPAL HOLDINGS, INC., as the Parent Borrower                                                                                                                  By:/s/ Anthony Glasby                                                     Name:  Anthony Glasby                                      Title:    Vice President and Treasurer                                                                                                                                                                                               





 






ACKNOWLEDGED AND AGREED TO:    JPMORGAN CHASE BANK, N.A., as the Parent     Borrower Administrative Agent      By: /s/ Daniel Luby                      Name: Daniel Luby     Title:  Vice President      J.P. MORGAN EUROPE LIMITED, as the Luxembourg     Borrowers and Singapore Borrower Administrative     Agent      By: /s/ Grant Keith                      Name:  Grant Keith     Title:    Associate      J.P. MORGAN SECURITIES AUSTRALIA LIMITED., as     the Australian Borrower Administrative Agent      By: /s/ Cristina de Guzman               Name:  Cristina de Guzman     Title:    Associate    JPMORGAN CHASE BANK, N.A., TORONTO     BRANCH, as the Canadian Borrower Administrative     Agent      By: /s/ Nauman Muzaffar                  Name: Nauman Muzaffar     Title:   Vice President