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EXHIBIT 10.7.2
Executive Version
AMENDMENT NO. 2
AMENDMENT NO. 2 dated as of December 21, 2015 (this “Amendment”) to the Revolving Credit and Guaranty Agreement
dated as of May 16, 2014 (as previously amended, the “Existing Credit Agreement”) among Etsy, Inc. (the “Borrower”), the
GUARANTORS party thereto, the LENDERS party thereto (the “Lenders”) and Morgan Stanley Senior Funding, Inc., as Agent (the
“Agent”).
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Existing Credit Agreement as set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
Section 1 Unless otherwise specifically defined herein, each term used herein that is
defined in the Amended Credit Agreement (as defined below) has the meaning assigned to such term in the Amended Credit
Agreement. Each reference in the Existing Credit Agreement to “this Agreement”, “hereof”, “hereunder”, “herein” and “hereby” and
each other similar reference, and each reference in any other Loan Document to “the Credit Agreement”, “thereof”, “thereunder”,
“therein” or “thereby” or any other similar reference to the Existing Credit Agreement shall, from the Amendment Effective Time, refer
to the Existing Credit Agreement as amended hereby (the “Amended Credit Agreement”). For the avoidance of doubt, this
Amendment shall constitute a “Loan Document” for all purposes under the Amended Credit Agreement.
SECTION 2 . Effective as of the Amendment Effective Time (as defined below):
(a) Section 1.01 of the Existing Credit Agreement is hereby amended to add the following definitions in appropriate
alphabetical order:
“Amendment No. 2” means Amendment No. 2 to this Agreement, dated as of December 21, 2015.
“Approved Investment Policy ” means that certain “Etsy Investment Objective and Policy Guidelines” delivered to the
Administrative Agent prior to the execution of Amendment No. 2 (without giving effect to any subsequent amendments or
modifications thereto).
(b) The definition of “Permitted Investments” in Section 1.01 of the Existing Credit Agreement is hereby amended by (i)
deleting the “and” at the end of clause (e) thereof, (ii) replacing the “.” at the end of clause (f) thereof with “; and”, and (iii) inserting a
new clause (g) that provides “investments not included in clauses (a) through (f) above, but that are permitted pursuant to the terms of
the Approved Investment Policy”.
(c) Section 6.04(f) of the Existing Credit Agreement is hereby amended and restated as follows:
“the Borrower may (i) repurchase its Equity Interests owned by employees of the Borrower or its Subsidiaries or make payments
to employees of the Borrower or its Subsidiaries upon termination of employment in connection with the exercise of stock options,
stock appreciation rights or similar equity incentives or equity based incentives pursuant to management incentive plans or in
connection with the death or disability of such employees or (ii) pursuant to and in accordance with stock option plans or other
compensation benefit plans, retain its Equity Interests to satisfy withholding obligations in connection with equity based compensation
plans (and pay such withholding obligations on behalf of holders of its Equity Interests), in an aggregate amount (for all payments
pursuant to this clause (f)) not to exceed $10,000,000 in any fiscal year and $30,000,000 in the aggregate; and”