joinderpaypalpteltdsinga






                              JOINDER AGREEMENT               JOINDER AGREEMENT, dated as of March 27, 2020 (this “Joinder  Agreement”), among PayPal Pte. Ltd. (Company Registration Number 200509725E), a private  limited company incorporated under the laws of Singapore (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 Singapore Borrower and a Designated  Borrower;               (b)   be bound by all covenants, agreements and acknowledgments attributable  to the Singapore 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 (other than the  representations and warranties contained in Section 5.09 and 5.10 of the Credit Agreement,  which shall not apply to the Singapore Borrower) are true and correct in all material respects on  the date hereof.                                          1    834876.04-LACSR02A - MSW 





 






         3.    The Tranche under which the Subsidiary shall have the right to borrow once  joined to the Credit Agreement as the Singapore Borrower and a Designated Borrower:                                    Tranche:      Tranche 6 Facility                                           4.    The address and country of incorporation of the Subsidiary are set forth below:                                    Address      5 Temasek Boulevard                                                  #09-01 Suntec Tower Five                                                Singapore 038985                                                                      Country                                    of incorporation: Singapore                                           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  Singapore 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., a Delaware corporation (“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.         7.    This Joinder Agreement may be executed in counterparts (and by different parties  hereto in 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 Joinder Agreement by email or facsimile transmission shall be effective as  delivery of a manually executed counterpart of this Agreement.         8.    Pursuant to Section 11.01 of the Credit Agreement, the Administrative Agent,  with the consent of the Parent Borrower, may amend, modify or supplement any Loan Document  without the consent of any Lender or the Required Lenders in order to correct any typographical  error or other manifest error in any Loan Document.  As such, the definition of “Tranche 6  Committed Loan Borrowing” in the Credit Agreement is hereby amended to read as  follows:  “Tranche 6 Committed Loan Borrowing" means a borrowing of Tranche 6 Committed  Loans.                     [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]                                                                                    2                                           834876.04-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 PTE. LTD.,                                      as Singapore Borrower and a Designated Borrower                                                                                                                  By:/s/ Wong Mun Yat                                                       Name:  Wong Mun Yat                                      Title:     Director                                                                                                                                                        By: /s/ Cameron McLean                                                    Name: Cameron McLean                                      Title:    Director                                                                            PAYPAL HOLDINGS, INC., as the Parent                                      Borrower                                                                                                                  By:/s/ Anthony Glasby                                                     Name:  Anthony Glasby                                      Title:    Vice President and Treasurer                                                                                                                                                                                              834876.04-LACSR02A - MSW 





 






   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                                                     834876.04-LACSR02A - MSW