Exhibit
10.1


 





Execution Version







 


FIRST AMENDMENT TO REVOLVING LOAN CREDIT
AGREEMENT


 


THIS
FIRST AMENDMENT TO REVOLVING LOAN CREDIT AGREEMENT, dated as of December 20, 2019 (this “Amendment”), to the
Credit Agreement referenced below is by and among ELANCO ANIMAL HEALTH INCORPORATED, an Indiana corporation (the “Borrower”),
the Lenders identified on the signature pages hereto and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent for
the Lenders (in such capacity, the “Administrative Agent”).


 


W I T N E S S E T H


 


WHEREAS, a revolving
credit facility has been extended to the Borrower pursuant to the Revolving Loan Credit Agreement (as further amended, modified,
supplemented, increased and extended from time to time, the “Credit Agreement”) dated as of September 5, 2018,
among the Borrower, the Lenders party thereto and the Administrative Agent; and


 


WHEREAS, the parties
hereto desire to amend the Credit Agreement on the terms set forth herein;


 


NOW, THEREFORE, in
consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


Section 1.            
Defined Terms. Capitalized terms used
herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement.


 


Section 2.            
Amendments.


 


(a)          
Section 1.01 of the Credit Agreement is hereby amended by inserting in such Section the following definitions in the appropriate
alphabetical order:


 


“Escrow
Securities” means any Debt of the Borrower or any Subsidiary secured by a Lien described under Section 8.02(s).


 


(b)          
The definition of “Consolidated Interest Charges” in Section 1.01 of the Credit Agreement is hereby amended
by adding the clause “; provided, further, that there shall be excluded from Consolidated Interest Charges any interest,
premium payments, debt discount, fees, charges and related expenses in connection with any Escrow Securities” after “4/3”
and before the “.” of the definition.


 


(c)          
The definition of “Consolidated Total Debt” in Section 1.01 of the Credit Agreement is hereby amended by adding
the clause “; provided that there shall be excluded from Consolidated Total Debt the proceeds of any Escrow Securities”
after “Liens” and before the “.” of the definition.


 


(d)           The
definition of “Permitted Debt” in Section 1.01 of the Credit Agreement is hereby amended by (i) adding the clause
“, (viii) Debt with respect to any Escrow Securities and any Guarantee thereof and (ix)” after
“funds” and before the “and (viii)” of the definition and (ii) deleting “and (viii)”.


 






     



     


    

 


(e)         
Section 8.02 of the Credit Agreement is hereby amended by deleting the last “and” in clause (q) and adding an
“and” at the end of clause (r).


 


(f)          
A new Section 8.02(s) is added to the end of Section 8.02 of the Credit Agreement to read as follows:


 


(s)        Liens
on any amounts held by a trustee under any indenture or other debt agreement issued in escrow pursuant to customary escrow arrangements
pending the release thereof, or under any indenture or other debt agreement pursuant to customary discharge, redemption or defeasance
provisions.


 


(g)         
Section 8.05 of the Credit Agreement is hereby adding “and Section 8.02(s)” at the end of the first parenthetical.


 


Section 3.            
Conditions Precedent. The amendments set
forth in Section 2 of this Amendment shall only become effective on the date (the “First Amendment Effective Date”)
when each of the following conditions have been satisfied (or waived) in accordance with the terms therein:


 


(a)          
receipt by the Administrative Agent (or its counsel) from each party hereto either (i) a counterpart of this Amendment signed
on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission
or other electronic communication) of a signed signature page of this Amendment) that such party has signed a counterpart of this
Amendment; and


 


(b)          
the Borrower shall have paid (or caused to be paid) all reasonable and documented accrued fees and expenses of the Administrative
Agent (including the reasonable and documented fees and expenses of counsel to the Administrative Agent).


 


Section 4.            
Amendment is a “Loan Document”.
This Amendment is a Loan Document and all references to a “Loan Document” in the Credit Agreement and the other Loan
Documents (including, without limitation, all such references in the representations and warranties in the Credit Agreement and
the other Loan Documents) shall be deemed to include this Amendment.


 


Section 5.            
Reaffirmation of Representations and Warranties; No
Default. The Borrower represents and warrants to the Administrative Agent and each Lender that, immediately after
giving effect to this Amendment, (a) the representations and warranties of the Borrower contained in Article V of the Credit Agreement
or in any other Loan Document, or which are contained in any document furnished at any time under or in connection with the Credit
Agreement or any other Loan Document, are true and correct in all material respects (or, to the extent such representation or
warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct in all respects as drafted) on and
as of the First Amendment Effective Date, except to the extent that such representations and warranties specifically refer to
an earlier date, in which case they are true and correct in all material respects (or, if such representation or warranty is qualified
by materiality or Material Adverse Effect, it shall be true and correct in all respects as drafted) as of such earlier date and
(b) no Default exists.


 






    2


     


    

 


Section 6.            
Reaffirmation of Obligations. The Borrower
(a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the
Loan Documents and (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or
discharge the Borrower’s obligations under the Loan Documents.


 


Section 7.            
No Other Changes. Except as modified hereby,
all of the terms and provisions of the Loan Documents shall remain in full force and effect.


 


Section 8.            
Counterparts; Delivery. This Amendment
may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of this
Amendment by facsimile or other electronic imaging means shall be effective as an original. This Amendment shall be effective upon
receipt by the Administrative Agent of counterparts of this Amendment, duly executed by an officer of the Borrower and by the Required
Lenders.


 


Section 9.            
Governing Law. This Amendment shall be
deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of New York.


 


[Signatures begin on the following page]


 






    3


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed as of the date first above written.


 





	 	ELANCO ANIMAL HEALTH INCORPORATED, 

a Delaware limited liability company, as Borrower
	 	 	 	 
	 	 	 	 
	 	By:	/s/
    Jeffrey N. Simmons
	 	 	Name:	Jeffrey N. Simmons
	 	 	Title:	President and Chief Executive Officer


 





[Signature Page to First Amendment to Revolving
Loan Credit Agreement]




 









    


     


    

 


	 	JPMORGAN CHASE BANK, N.A.,
	 	as Administrative Agent
	 	 	 	 
	 	 	 	 
	 	By:	 /s/ Joseph McShane
	 	 	Name: 	Joseph McShane
	 	 	Title: 	Vice President
	 	 	 	 
	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as Lender
	 	 	 	 
	 	 	 	 
	 	By:	 /s/ Joseph McShane
	 	 	Name:	Joseph McShane
	 	 	Title:	Vice President


 





[Signature Page to First Amendment to Revolving
Loan Credit Agreement]




 






    


     


    




 


	 	CREDIT SUISSE AG, CAYMAN ISLANDS


    BRANCH, as Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Judy Smith
	 	 	Name:	Judy Smith
	 	 	Title:	Authorized Signatory
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Lingzi Huang
	 	 	Name:	Lingzi Huang
	 	 	Title:	Authorized Signatory


 


[Signature Page to First Amendment to Revolving
Loan Credit Agreement]


 






    


     


    

 


	 	DEUTSCHE BANK AG NEW YORK BRANCH,

    as Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Ming K. Chu
	 	 	Name:	Ming K. Chu
	 	 	Title:	Director
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Virginia Cosenza
	 	 	Name:	Victoria Cosenza
	 	 	Title:	Vice President


 


[Signature Page to First Amendment to Revolving
Loan Credit Agreement]


 






    


     


    

 


	 	BNP PARIBAS, as Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Michael Pearce
	 	 	Name:	Michael Pearce
	 	 	Title:	Managing Director
	 	 	 	 
	 	 	 	 
	 	By:	/s/ John Bosco
	 	 	Name:	John Bosco
	 	 	Title:	Managing Director


 


[Signature Page to First Amendment to Revolving
Loan Credit Agreement]


 






    


     


    

 


	 	BARCLAYS BANK PLC, as Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Edward Pan
	 	 	Name:	Edward Pan
	 	 	Title:	Associate


 


[Signature Page to First Amendment to Revolving
Loan Credit Agreement]


 






    


     


    

 


	 	Citibank N.A., as Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Patricia A. Guerra
	 	 	Name:	Patricia A. Guerra
	 	 	Title:	Vice President


 


[Signature Page to First Amendment to Revolving
Loan Credit Agreement]


 






    


     


    

 


	 	Morgan Stanley Bank, N.A., as Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Jackson Eng
	 	 	Name:	Jackson Eng
	 	 	Title:	Authorized Signatory


 


[Signature Page to First Amendment to Revolving
Loan Credit Agreement]


 






    


     


    

 


	 	BANK OF AMERICA, N.A., as Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Darren Merten
	 	 	Name:	Darren Merten
	 	 	Title:	Vice President


 


[Signature Page to First Amendment to Revolving
Loan Credit Agreement]


 






    


     


    

 


	 	GOLDMAN SACHS BANK USA, as Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Jamie Minieri
	 	 	Name:	Jamie Minieri
	 	 	Title:	Authorized Signatory


 


[Signature Page to First Amendment to Revolving
Loan Credit Agreement]