amendmentno1to364daycedi






                                                          EXECUTION VERSION                                FIRST AMENDMENT         This First Amendment, dated as of March 23, 2020 (this “First Amendment”), to the 364- Day 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 “Borrower”), the lenders from time to time party thereto and  JPMorgan Chase Bank, N.A. (the “Administrative Agent”).                                   W I T N E S S E T H:         WHEREAS, the 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 Borrower or any of its        Subsidiaries in marketable equity securities (which are publicly traded) and/or non-mar-       ketable equity securities (which are investments in privately held companies); provided     





 






      that no investment in the Borrower or any of its Subsidiaries shall be a “Strategic Invest-       ment”.           (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 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 Amend- ment that, when taken together, bear the signatures of (a) the Borrower, (b) the Required Lenders  and (c) the Administrative Agent; and         (b)   The Administrative Agent shall have received from the Borrower (or shall be sat- isfied that it will receive substantially concurrently with the effectiveness of this First Amend- ment) immediately available funds in an amount sufficient to pay all expenses required by Sec- tion 11.04(a) of the Credit Agreement to be paid by the Borrower in connection with this First  Amendment (to the extent 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                                        -2-     





 






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 Administrative Agent             By:   /s/ Ryan Zimmerman                                    Name:  Ryan Zimmerman                  Title:  Vice President             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                                                        [Signature Page to First Amendment]                





 






          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                                                        [Signature Page to First Amendment]                





 






          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                 [Signature Page to First Amendment]                





 






          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    [Signature Page to First Amendment]                





 






                                                         EXHIBIT A           (ATTACHED)                          





 






                                                                                                                                                    EXHIBIT C                      FORM OF COMPLIANCE CERTIFICATE                     Financial Statement Date:  _______________,____   To:   JPMorgan Chase Bank, N.A., as Administrative Agent   Ladies and Gentlemen:   Reference is made to that certain 364-Day Credit Agreement, dated as of September 11, 2019 (as  amended, restated, amended and restated, extended, supplemented or otherwise modified in writ- ing from time to time, the “Credit Agreement;” the terms defined therein being used herein as  therein defined), among PayPal Holdings, Inc., a Delaware corporation (the “Borrower”), the Des- ignated 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 Borrower, and that, as such, he/she is authorized to exe- cute 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 Credit 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 to the extent  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 Credit 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 opera- tions, Stockholders’ Equity 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:]   [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 Borrower, transaction expenses from         Acquisitions, Dispositions, issuances of Indebtedness or         equity interests or repayment of Indebtedness or any refi-        nancing, 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-        ments1:                                           $             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                                                          1.0012          Covenant Compliance?                              YES / NO                                                                                                                                      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