EX-10.1




 Exhibit 10.1 

Execution Version 

This AMENDMENT NO. 2 (this “Amendment No. 2”), dated as of December 3, 2021 and entered into by and among Perrigo
Finance Unlimited Company, a public unlimited company organized under the laws of Ireland (the “Term Facility Borrower”), Perrigo Company PLC, a public limited company organized under the laws of Ireland (the
“Company”), each lender party hereto (each a “Consenting Lender” and, collectively, the “Consenting Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the
“Administrative Agent”), amends and is made pursuant to that certain Term Loan Credit Agreement, dated as of August 15, 2019 (as amended by Amendment No. 1 and Waiver, dated as of August 10, 2021, and as further
amended, restated, supplemented, waived or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), by and among the Term Facility Borrower, the Company, the lenders from time to time party thereto,
the Administrative Agent and the other agents party thereto. 
 W I T N E S S E
T H : 
 WHEREAS, the Term Facility Borrower has requested that the terms of the Credit Agreement be amended as set forth
herein; and 
 WHEREAS, by signing this Amendment No. 2, each Consenting Lender has consented to this Amendment No. 2 and to the
amendments to the Credit Agreement described in Section 2 below; 
 NOW, THEREFORE, in consideration of the premises contained herein,
the parties hereto agree as follows: 
 1.    Defined Terms; References. Except as otherwise defined in this
Amendment No. 2, terms defined in the Credit Agreement are used herein (including the recitals hereto) as defined therein. On and after the Amendment Effective Date (as defined below), each reference in the Credit Agreement to “this
Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment No. 2. 

2.    Amendments. The Administrative Agent and each Consenting Lender hereby consent to amend the Credit Agreement
as follows: 
 (a)    The definition of “Interest Period” set forth in Section 1.01 of the Credit
Agreement shall be amended to delete the reference to “two,” in clause (a) thereof. 
 (b)    Clause
(f) of Section 6.06 of the Credit Agreement shall be replaced in its entirety with the following: 
 “(f) the Company may make
Restricted Payments with respect to its Equity Interests so long as no Default exists or would be caused thereby, provided that, with respect to Restricted Payments pursuant to this clause (f), prior to June 30, 2022, the Company will
not declare or make, or agree to pay or make, directly or indirectly, any such Restricted Payments, except (i) if after giving effect on a pro forma basis to such Restricted Payment and any Indebtedness incurred in connection therewith, the
Leverage Ratio as of the most recently ended fiscal quarter for which financial statements have been delivered does not exceed 3.75 to 1.0, (ii) that the Company may declare and pay regularly scheduled dividends with respect to its Equity Interests,
or (iii) the Company may make Restricted Payments in an amount not to exceed $50,000,000 so long as no Default exists or would be caused thereby.” 











 (c)    Section 6.10 of the Credit Agreement shall be replaced in its
entirety with the following: 
 “SECTION 6.10. Leverage Ratio. (i) For the Fiscal Quarters ended on or about
September 30, 2021, December 31, 2021 and March 31, 2022, the Company will not permit the Leverage Ratio to exceed 5.75 to 1.0 as of the last day of such Fiscal Quarter of the Company and (ii) beginning with the Fiscal Quarter
ended on or about June 30, 2022, the Company will not permit the Leverage Ratio to exceed 3.75 to 1.0 as of the last day of any Fiscal Quarter of the Company; provided that, with respect to clause (ii) only, during a Fiscal Quarter
in which a Qualified Acquisition has occurred and for the four following Fiscal Quarters, such limit will be increased so that the Company will not permit the Leverage Ratio to exceed 4.0 to 1.0 as of the last day of any such Fiscal Quarter of the
Company; provided further that such increase may not occur with respect to more than three (3) Qualified Acquisitions during the term of this Agreement.” 

3.    Representations and Warranties; Loan Document. Each of the Term Facility Borrower and the Company hereby
represents and warrants that as of the date hereof (a) the representations and warranties of the Loan Parties set forth in the Loan Documents are true and correct in all material respects (except that any representation or warranty which is
already qualified as to materiality or by reference to Material Adverse Effect is true and correct in all respects) on and as of such date, with the same effect as if made on and as of such date (other than those representations and warranties that
by their terms expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) and (b) no Default or Event of Default has occurred and is continuing.
This Amendment No. 2 is a “Loan Document,” as defined in the Credit Agreement. 

4.    Conditions. The amendments contained in Section 2 of this Amendment No. 2 shall become effective on
the date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied: 

(d)    The Administrative Agent shall have received counterparts of this Amendment No. 2 duly executed and delivered
by the Term Facility Borrower, the Company, each Consenting Lender constituting the Required Lenders and the Administrative Agent. 

(e)    The representations and warranties of each Loan Party set forth in Section 3 above are true and correct on and
as of the Amendment Effective Date. 
 (f)    The Term Facility Borrower shall have paid all fees and expenses for which
invoices have been presented on or prior to the Amendment Effective Date, including reasonable legal fees and disbursements of counsel to the Administrative Agent. 

(g)    The Term Facility Borrower shall have paid to the Administrative Agent, for the account of each Consenting Lender,
a non-refundable and fully earned fee equal to 0.035% of each such Consenting Lender’s aggregate Commitments as of the Amendment Effective Date. 

5.    Continuing Effect; No Other Amendments or Modifications; Reaffirmation. Except as expressly provided herein,
all of the terms and provisions of the Credit Agreement are and shall remain in full force and effect. The amendments provided for herein are limited to the specific subsection(s) of the Credit Agreement specified herein and shall not constitute an
amendment or other modification of, or an indication of the Administrative Agent’s or the Consenting Lenders’ willingness to amend or modify any other provisions of the Credit Agreement. Each of the Term Facility Borrower and the Company
hereby acknowledges and agrees that, after giving effect to this Amendment No. 2, except as expressly set forth in this Amendment No. 2, all of its respective obligations and liabilities under the Loan Documents (including, without
limitation, the Guaranty executed by the Company) to which it is a party are reaffirmed, and remain in full force and effect. The execution, delivery and performance of this Amendment No. 2 shall not constitute a waiver of any provision of, or
operate as a waiver of any right, 

  
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power or remedy of any Agent or Consenting Lender under, the Credit Agreement or any of the other Loan Documents. This Amendment No. 2 shall not constitute a novation of the Credit Agreement
or any of the other Loan Documents. 
 6.    Expenses. The Term Facility Borrower agrees to pay and reimburse the
Administrative Agent for all its reasonable costs and out-of-pocket expenses incurred in connection with the preparation and delivery of this Amendment No. 2,
including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent. 

7.    Headings. Section headings herein and in the Loan Documents are included for convenience of reference only
and shall not affect the interpretation of this Amendment No. 2 or any other Loan Document. 

8.    Counterparts. This Amendment No. 2 may be executed in counterparts (and by different parties hereto on
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 a signature page of this Amendment No. 2 by email or facsimile
transmission or other electronic means shall be effective as delivery of a manually executed counterpart of this Amendment No. 2. The words “execution,” “signed,” “signature,” “delivery,” and words of
like import in or relating to this letter agreement and/or any document to be signed in connection with this letter agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries or
the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be.
“Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record. 

9.    GOVERNING LAW. THIS AMENDMENT NO. 2 SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK. SECTIONS 9.09 AND 9.10 OF THE CREDIT AGREEMENT ARE INCORPORATED BY REFERENCE HEREIN MUTATIS MUTANDIS. 

[remainder of page intentionally left blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly
executed and delivered by their respective authorized officers as of the day and year first above written. 
  

			
	PERRIGO FINANCE UNLIMITED COMPANY, as the Term Facility Borrower
		
	By:	 	 /s/ Sonia A. Hollies

	Name:	 	Sonia A. Hollies
	Title:	 	SVP, Global Tax, Risk Mgmt. & Treasurer
	
	PERRIGO COMPANY PLC, as the Company
		
	By:	 	 /s/ Sonia A. Hollies

	Name:	 	Sonia A. Hollies
	Title:	 	SVP, Global Tax, Risk Mgmt. & Treasurer



  
 [Perrigo - Term Loan
Amendment No. 2] 












 
			
	JPMORGAN CHASE BANK, N.A., as Administrative Agent
		
	By:	 	 /s/ Erik Barragan

	Name:	 	Erik Barragan
	Title:	 	Authorized Officer



  
 [Perrigo - Term Loan
Amendment No. 2] 












 
			
	JPMORGAN CHASE BANK, N.A., as a Lender
		
	By:	 	 /s/ Erik Barragan

	Name:	 	Erik Barragan
	Title:	 	Authorized Officer



  
 [Perrigo - Term Loan
Amendment No. 2] 












 
			
	HSBC Bank USA, N.A., as a Lender
		
	By:	 	 /s/ Eric Seltenrich

	Name:	 	Eric Seltenrich
	Title:	 	Managing DIrector



  
 [Perrigo - Term Loan
Amendment No. 2] 












 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Jordan Harris

	Name:	 	Jordan Harris
	Title:	 	Managing Director



  
 [Perrigo - Term Loan
Amendment No. 2] 












 
			
	BANK OF AMERICA, N.A., as a Lender
		
	By:	 	 /s/ Joseph L. Corah

	Name:	 	Joseph L. Corah
	Title:	 	Director



  
 [Perrigo - Term Loan
Amendment No. 2] 












 
			
	FIFTH THIRD BANK, as a Lender
		
	By:	 	 /s/ Nathaniel E. Sher

	Name:	 	Nathaniel E. (Ned) Sher
	Title:	 	Managing Director



  
 [Perrigo - Term Loan
Amendment No. 2] 












 
			
	ING BANK N.V., DUBLIN BRANCH, as a Lender
		
	By:	 	 /s/ Cormac Langford

	Name:	 	Cormac Langford
	Title:	 	Director
		
	By:	 	 /s/ Sean Hassett

	Name:	 	Sean Hassett
	Title:	 	Director



  
 [Perrigo - Term Loan
Amendment No. 2] 












 
			
	MIZUHO BANK, LTD., as a Lender
		
	By:	 	 /s/ Tracy Rahn

	Name:	 	Tracy Rahn
	Title:	 	Executive Director



  
 [Perrigo - Term Loan
Amendment No. 2] 












 
			
	CITIZENS BANK, N.A., as a Lender
		
	By:	 	 /s/ Sarah Willett

	Name:	 	Sarah Willett
	Title:	 	Managing Director



  
 [Perrigo - Term Loan
Amendment No. 2] 












 
			
	PNC BANK, N.A., as a Lender
		
	By:	 	 /s/ Brock Dana

	Name:	 	Brock Dana
	Title:	 	Senior Vice President



  
 [Perrigo - Term Loan
Amendment No. 2] 












 
			
	U.S. BANK NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Michael West

	Name:	 	Michael West
	Title:	 	Senior Vice President



  
 [Perrigo - Term Loan
Amendment No. 2]