Etsy 2015 Annual Report Download - page 114

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(d) Section 6.06 of the Existing Credit Agreement is amended (i) by deleting the “and” at the end of clause (g) thereof, (ii)
by inserting a new clause (h) that shall provide “Investments in Cash and Permitted Investments; and”, and (iii) by renumbering clause
(h) as clause (i).
(e) The second sentence of Section 3.04(a) of the Existing Credit Agreement is hereby amended by (i) deleting the words
“As of the Amendment No. 1 Effective Date, ” and (ii) replacing the word “other” with the word “Other”.
(f) Section 3.05(c) of the Existing Credit Agreement is hereby amended by deleting the words “As of the Amendment No. 1
Effective Date, ”.
(g) Section 3.12 of the Existing Credit Agreement is hereby amended by deleting the words “as of the Amendment No. 1
Effective Date”.
(h) Section 3.14 of the Existing Credit Agreement is hereby amended by deleting the words “As of the Amendment No. 1
Effective Date, ”.
(i) Schedule 3.12 of the Disclosure Letter to the Credit Agreement is hereby amended in the form separately provided to the
Administrative Agent on the date hereof.
SECTION 3 The Obligors represent and warrant that (i) the representations and warranties of
the Obligors set forth in Article 3 of the Credit Agreement are true and correct in all material respects on and as of the Amendment
Effective Time; that (x) to the extent that such representations and warranties specifically refer to an earlier date, they shall be
true and correct in all material respects as of such earlier date and (y) in each case such materiality qualifier shall not be applicable to
any representations and warranties that are already qualified by “materiality”, “material adverse effect” or similar language, in the text
thereof; and (ii) no Default shall have occurred and be continuing as of the Amendment Effective Time.
SECTION 4 This Amendment shall become effective upon receipt by the Agent of a
counterpart hereof signed by each Obligor and the Required Lenders (such time, the “Amendment Effective Time”).
SECTION 5 
(a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, the Collateral Agent, any Guarantor or
any other party under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way
affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan
Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.
(b) Nothing herein shall be deemed to entitle the Borrower or any Guarantor to a consent to, or a waiver, amendment,
modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement
or any other Loan Document in similar or different circumstances.
SECTION 6 This Amendment shall be governed by and construed in accordance with the laws of the State
of New York.
SECTION 7 This Amendment may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery by facsimile of an
executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart hereof.
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