SECOND AMENDMENT TO THE AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

Exhibit 4.3

SECOND AMENDMENT

TO THE

AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

WHEREAS, each of the undersigned is a party to that certain Amended and Restated Shareholders Agreement, dated March 31, 2005, as amended by the First Amendment to the Amended and Restated Shareholders Agreement dated April 19, 2005 (the “Shareholders Agreement”), by and among Xxxxxx Xxxxxxxx Limited (f/k/a Xxxxxx Xxxxxxxx Holdings Company, Limited), an exempted Bermuda limited company (“Warner I”), Xxxxxx Xxxxxxxx Holdings Company II, Limited, an exempted Bermuda limited company (“Warner II”), Xxxxxx Xxxxxxxx Holdings Company III, Limited, an exempted Bermuda limited company ( “Warner III” and, together with Warner I and Warner II, the “Companies”) and certain other persons named therein;

WHEREAS, the IPO (as defined in the Shareholders Agreement) has occurred, and accordingly, pursuant to Section 8.04(b) of the Shareholders Agreement, only Article 6, Sections 7.03, 7.04, 7.05, 7.07, Article 8 and Section 3.05 thereof survive as of the date hereof;

WHEREAS, Warner I’s board of directors and shareholders have determined that it is in the best interests of the Companies to establish Xxxxxx Xxxxxxxx plc, an Irish public limited company (“Warner plc”), as a new top holding company for the Companies;

WHEREAS, the shareholders of Warner I and the Supreme Court of Bermuda have approved a Scheme of Arrangement between Warner I and its shareholders (the “Scheme of Arrangement”) pursuant to which Warner plc will become the new top holding company for the Companies;

WHEREAS, pursuant to Section 8.04 of the Shareholders Agreement, the written consent of each Sponsor (as defined in the Shareholders Agreement) who owns at least 50% of its Initial Shares (as defined in the Shareholders Agreement) and each of the Companies (collectively, the “Required Parties”) is required to amend the Shareholders Agreement;

WHEREAS, the Required Parties desire to amend the Shareholders Agreement to permit Warner I to assign all of its rights and obligations under the Shareholders Agreement to Warner plc upon the effectiveness of the Scheme of Arrangement and in connection with certain other related matters;

WHEREAS, Warner I desires to assign to Warner plc all of its rights and obligations under the Shareholders Agreement, and Warner plc desires to assume all of Warner I’s rights and obligations under the Shareholders Agreement upon the effectiveness of the Scheme of Arrangement; and

NOW, THEREFORE, pursuant to Section 8.04 of the Shareholders Agreement:

1. The Required Parties hereby consent to the amendment of the Shareholders Agreement by:

(a) deleting the reference to “Xxxxxxxx, Bermuda” in the definition of “Business Day” in Section 1.01(a) and replacing it with “Dublin, Ireland.”

(b) deleting the definition of “Class A Common Shares” in Section 1.01(a) and replacing it with the following:

“‘Class A Common Shares’ means the ordinary shares, par value $0.01 of the Company.”

(c) deleting the definition of “Companies” in the Preamble and adding to Section 1.01(a) the following:

“‘Companies’ means, from and after the effectiveness of the Scheme of Arrangement, Xxxxxx Xxxxxxxx plc, an Irish public limited company (“Warner plc”), Xxxxxx Xxxxxxxx Limited (f/k/a Xxxxxx Xxxxxxxx Holdings Company, Limited), Warner II and Warner III.”

(d) deleting the definition of “Company” in the Preamble and adding to Section 1.01(a) the following:

“‘Company’ means, from and after the effectiveness of the Scheme of Arrangement, Warner plc; provided that, as such term is used in the definition of “Transaction,” “Company” means Xxxxxx Xxxxxxxx Limited (f/k/a Xxxxxx Xxxxxxxx Holdings Company, Limited).”

(e) adding at the end of the definition of “Permitted Transferee” in Section 1.01(a) the following:

“Notwithstanding any provision in this Agreement (or any other document) to the contrary, solely in connection with, and upon the effectiveness of, the Scheme of Arrangement, Warner plc will constitute a Permitted Transferee.”

(f) deleting the references to “Companies” and “Company” in Section 1.01(b).

(g) adding after the last sentence in Section 8.02(b) the following:

“Notwithstanding any provision in this Agreement to the contrary, upon the effectiveness of the Scheme of Arrangement between Xxxxxx Xxxxxxxx Limited (f/k/a Xxxxxx Xxxxxxxx Holdings Company, Limited) and the shareholders of Xxxxxx Xxxxxxxx Limited (the “Scheme of Arrangement”), Xxxxxx Xxxxxxxx

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Limited does hereby assign, transfer, convey and deliver unto Warner plc its entire right, title and interest in, to and under this Agreement (the “Assigned Rights”) upon condition that all of the terms, covenants, conditions and stipulations on the part of Xxxxxx Xxxxxxxx Limited arising after the effectiveness of the Scheme of Arrangement under this Agreement are to remain in full force and be binding upon Warner plc, provided that Xxxxxx Xxxxxxxx Limited will remain a party to this Agreement; and upon effectiveness of the Scheme of Arrangement, Warner plc hereby accepts the assignment to it of the Assigned Rights and assumes and agrees to perform, carry out and observe all of the liabilities, obligations, duties and responsibilities on the part of Xxxxxx Xxxxxxxx Limited under this Agreement as if it, Warner plc, had been a party to this Agreement in the place of Xxxxxx Xxxxxxxx Limited and covenants and agrees to succeed to and take the place of Xxxxxx Xxxxxxxx Limited under this Agreement to the same effect as if Warner plc had executed this Agreement in the place of Xxxxxx Xxxxxxxx Limited.”

(h) deleting the first entry under Section 8.03 and replacing it with the following:

“If to any of the Companies, to:

c/o Xxxxxx Xxxxxxxx Corporation

000 Xxxxxxxxxx Xxxxx

Xxxxxxxx, XX 00000

Attention: General Counsel

Facsimile: (000) 000-0000”

(i) deleting the first sentence of Section 8.06 and replacing it with the following:

“All issues concerning the relative rights of the Company and the Shareholders with respect to each other and the duties and obligations of the Company’s directors to the Company shall be governed by the laws of the Republic of Ireland.”

2. Except as modified in the manner described in this amendment, the Shareholders Agreement shall remain in full force and effect.

3. The validity, interpretation and enforcement of this amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict of laws principles thereof.

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4. This amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[SIGNATURES PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this amendment to be duly executed by their respective authorized officers as of August 20, 2009.

XXXXXX XXXXXXXX PLC
By:		/s/ Xxxxx X. Xxxxxxxxxxxxx

Name:		Xxxxx X. Xxxxxxxxxxxxx
Title:		Chief Executive Officer and President

XXXXXX XXXXXXXX LIMITED
By:		/s/ Xxxxx X. Xxxxxxxxxxxxx

Name:		Xxxxx X. Xxxxxxxxxxxxx
Title:		Chief Executive Officer and President

XXXXXX XXXXXXXX HOLDINGS COMPANY II, LIMITED
By:		/s/ Xxxxx X. Xxxxxxxxxxxxx

Name:		Xxxxx X. Xxxxxxxxxxxxx
Title:		Chief Executive Officer and President

XXXXXX XXXXXXXX HOLDINGS COMPANY III, LIMITED
By:		/s/ Xxxxx X. Xxxxxxxxxxxxx

Name:		Xxxxx X. Xxxxxxxxxxxxx
Title:		Chief Executive Officer and President

BAIN FUNDS:
XXXX CAPITAL INTEGRAL INVESTORS II, L.P., ON ITS OWN BEHALF AND AS THE BAIN REPRESENTATIVE
By:		Xxxx Capital Investors, LLC, its general partner

By: /s/ Xxxx Xxxxxxxx

Name:		Xxxx Xxxxxxxx
Title:		Managing Director

DLJMB FUNDS:
DLJ MERCHANT BANKING III, INC., as Managing General Partner on behalf of DLJMB OVERSEAS PARTNERS III, C.V., ON ITS OWN BEHALF AND AS THE DLJMB REPRESENTATIVE
By:		/s/ Xxxxxxx X. Xxxxxx

Name:		Xxxxxxx X. Xxxxxx
Title:		Vice President

JPMP FUNDS:
X.X. XXXXXX PARTNERS (BHCA), L.P., ON ITS OWN BEHALF AND AS THE JPMP REPRESENTATIVE
By:		CCMP CAPITAL ADVISORS, LLC, as attorney-in-fact
By:		/s/ Xxxxxxx Xxxxxx

Name:		Xxxxxxx Xxxxxx
Title:		President and CEO

THL FUNDS:
XXXXXX X. XXX (ALTERNATIVE) FUND V, L.P., ON ITS OWN BEHALF AND AS THE THL REPRESENTATIVE
By:		THL Advisors (Alternative) V, L.P., its general partner
By:		Xxxxxx X. Xxx Advisors (Alternative) V Limited, LLC, its general partner
By:		/s/ Xxxx Xxxxxxxx

Name:		Xxxx Xxxxxxxx
Title:		Managing Director