Contract
JOINDER AGREEMENT JOINDER AGREEMENT, dated as of March 25, 2020 (this “Joinder Agreement”), among PayPal (Europe) S.à x.x. 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 00-00 Xxxxxxxxx Xxxxx, X-0000 Xxxxxxxxxx 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 X.X, a private limited liability company (société à responsabilité limitée) incorporated under the laws of Luxembourg, having its registered office at 00-00 Xxxxxxxxx Xxxxx, X-0000 Xxxxxxxxxx and registered with the Luxembourg trade and companies register under number B127-485, PAYPAL HOLDINGS, INC., a Delaware corporation (the “Parent Borrower”), X.X. Xxxxxx Securities Australia Limited (the “Australian Borrower Administrative Agent”), JPMorgan Chase Bank, N.A., Toronto Branch (the “Canadian Borrower Administrative Agent”), X.X. Xxxxxx 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 00-00 Xxxxxxxxx Xxxxx X-0000 Xxxxxxxxxx Xxxxx Xxxxx of Luxembourg Attn: Xxxxxx Xxxxx (Director, Legal) and Xxxx Xxxxx (Chief Operating Officer) Email: xxxxxx0@xxxxxx.xxx and xxxxxx@xxxxxx.xxx 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 X.X. ET CIE, S.C.A., acting through its general partner PayPal (Europe) S.À X.X as Luxembourg Borrower 1 and a Designated Borrower By:/s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Authorized Signatory PAYPAL HOLDINGS, INC., as the Parent Borrower By:/s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President and Treasurer 83487
ACKNOWLEDGED AND AGREED TO: JPMORGAN CHASE BANK, N.A., as the Parent Borrower Administrative Agent By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President X.X. XXXXXX EUROPE LIMITED, as the Luxembourg Borrowers and Singapore Borrower Administrative Agent By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Associate X.X. XXXXXX SECURITIES AUSTRALIA LIMITED., as the Australian Borrower Administrative Agent By: /s/ Xxxxxxxx xx Xxxxxx Name: Xxxxxxxx xx Xxxxxx Title: Associate JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as the Canadian Borrower Administrative Agent By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President 83487