Exhibit 10.1
Execution Version
AMENDMENT NO. 3 TO CREDIT AGREEMENT
Amendment No. 3 to Credit Agreement dated as of December 22, 2023 (this Amendment) among ROYALTY PHARMA PLC, an
English public limited company incorporated under the laws of England and Wales (Holdings), ROYALTY PHARMA HOLDINGS LTD., a private limited company incorporated under the laws of England and Wales (the
Borrower), BANK OF AMERICA, N.A., as administrative agent (in such capacity, the Administrative Agent), the Amendment No. 3 Revolving Lenders (as defined herein) party hereto, the CORRA Consenting Lender
and the Consenting Lenders (as defined herein) party hereto and the Issuing Banks party hereto.
WHEREAS, Holdings, the Borrower, the
lenders and issuing banks from time to time party thereto, the Administrative Agent and the other parties from time to time party thereto are parties to that certain Amended and Restated Revolving Credit Agreement, dated as of September 15,
2021 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of October 31, 2022, as further amended by that certain Amendment No. 2 to Credit Agreement, dated as of May 16, 2023 and as further amended,
restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the Credit Agreement);
WHEREAS, (i) RPI Intermediate Finance Trust, a Delaware statutory trust, intends to acquire legal title to the 20% interest in RPCT held
by RP Select Finance Trust, a Delaware statutory trust, solely using funds provided by Holdings or a Subsidiary thereof which itself is not a Subsidiary of RP Investments (collectively, New RP), (ii) after giving effect to
the foregoing, New RP will have the economic benefit of 20% of the equity interests of RPCT, and Royalty Proceeds thereto will be swept from RPCT to New RP and (iii) in connection with the foregoing, the Borrower will be entering into
transactions in order to implement an updated corporate structure with respect to Persons in which the Borrower holds a direct or indirect beneficial or other ownership interest (collectively, the Transactions);
WHEREAS, pursuant to Section 2.21 of the Credit Agreement, the Borrower has requested, and certain Issuing Banks and Lenders
(which constitute certain of the existing Revolving Lenders and all of the Issuing Banks under the Credit Agreement immediately prior to giving effect to this Amendment and such Revolving Lenders constitute the Required Lenders, collectively, the
Consenting Lenders) have agreed, to enter into certain amendments, including a Revolving Extension Amendment in order to extend the Revolving Credit Maturity Date of such Consenting Lenders Revolving Commitments to
December 22, 2028 (such extended Revolving Loans, the 2028 Revolving Loans);
WHEREAS, pursuant to
Section 9.02 of the Credit Agreement, the Borrower has requested, and the Consenting Lenders and Lender identified on the signature pages hereto as a CORRA Consenting Lender (the CORRA Consenting Lender)
(which together constitute all of the existing Revolving Lenders and Issuing Banks under the Credit Agreement immediately prior to giving effect to this Amendment) have agreed to amend the Credit Agreement to change the benchmark rate for Revolving
Loans denominated in Canadian Dollars from CDOR to CORRA and make related changes to implement such benchmark change (such amendments, the CORRA Amendments);
WHEREAS, pursuant to Section 2.19 of the Credit Agreement, the Borrower wishes to increase the aggregate amount of Revolving
Commitments, and each entity listed on its signature page hereto as (x) an Amendment No. 3 Augmenting Lender (the Amendment No. 3 Augmenting Lenders) or (y) an Amendment No. 3 Increasing
Lender (each, an Amendment No. 3 Increasing Lender and, together with any Amendment No. 3 Augmenting Lenders, the Amendment No. 3 Revolving Lenders) has agreed, severally and not jointly, to
provide such Increased Commitments (the Amendment No. 3 Revolving Commitments) in an aggregate committed amount across all Amendment No. 3 Revolving