joinderpaypaleuropesrlet






                           JOINDER AGREEMENT               JOINDER AGREEMENT, dated as of March 25, 2020 (this “Joinder  Agreement”), among PayPal (Europe) S.à r.l. et Cie, S.C.A., a partnership limited by shares  (société en commandite par actions) incorporated under the laws of Luxembourg, having its  registered office at 22-24 Boulevard Royal, L-2449 Luxembourg and registered with the  Luxembourg trade and companies register under number B118.349 (the “Subsidiary”) acting  through and represented by its managing general partner PayPal (Europe) S.À R.L,  a private  limited liability company (société à responsabilité limitée) incorporated under the laws of  Luxembourg, having its registered office at 22-24 Boulevard Royal, L-2449 Luxembourg and  registered with the Luxembourg trade and companies register under number B127-485,  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 Luxembourg Borrower 1 and a  Designated Borrower;               (b)   be bound by all covenants, agreements and acknowledgments attributable  to the Luxembourg Borrower 1 and a Designated Borrower in the Credit Agreement; and               (c)   perform all obligations and duties required of it by the Credit Agreement.                                          1    834874.02-LACSR02A - MSW 





 






      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.         3.    The Tranche under which the Subsidiary shall have the right to borrow once  joined to the Credit Agreement as the Luxembourg Borrower 1 and a Designated Borrower:                                    Tranche:      Tranche 2 Facility                                           4.    The address and jurisdiction of organization of the Subsidiary are set forth below:                                    Address      22-24 Boulevard Royal                                                L-2449 Luxembourg                                                Grand Duchy of Luxembourg                                   Attn:        Andrew Smith (Director, Legal) and                                                Sean Byrne (Chief Operating Officer)                                   Email:               asmith2@paypal.com and                                                sbyrne@paypal.com                                                                                   Jurisdiction of organization: Luxembourg                                           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  Luxembourg Borrower 1 may only be delivered by the employees of the Luxembourg Borrower  1 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) any of (x) the Chief  Financial Officer of the Luxembourg Borrower 1, (y) the Assistant Treasurer of PayPal, Inc. and  (z) the Head of Lux Treasury.          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                                           834874.02-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.                                                                                   PAYPAL (EUROPE) S.À R.L. ET CIE, S.C.A.,                                      acting through its general partner PayPal (Europe)                                      S.À R.L                                      as Luxembourg Borrower 1 and a Designated                                      Borrower                                                                                                                  By:/s/ Tim Minall                                                         Name: Tim Minall                                      Title:   Authorized Signatory                                                                            PAYPAL HOLDINGS, INC., as the Parent                                      Borrower                                                                                                                  By:/s/ Anthony Glasby                                                     Name:  Anthony Glasby                                      Title:    Vice President and Treasurer                                                                                                                                                                                              83487 





 






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                                                     83487