WARNER CHILCOTT CORPORATION as the Issuer The Guarantors Named Herein and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee FOURTH SUPPLEMENTAL INDENTURE Dated as of August 20 2009Fourth Supplemental Indenture • August 21st, 2009 • Warner Chilcott LTD • Pharmaceutical preparations • New York
This Supplemental Indenture, dated as of August 20, 2009 (this “Supplemental Indenture” or “Guarantee”), among Warner Chilcott plc (the “Guarantor”), Warner Chilcott Corporation (together with its successors and assigns, the “Company”), each other then existing Guarantor under the Indenture referred to below (the “Notes Guarantors”), and Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below.
SECOND AMENDMENT TO THE AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholder Agreement • August 21st, 2009 • Warner Chilcott LTD • Pharmaceutical preparations • New York
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 Warner Chilcott Limited (f/k/a Warner Chilcott Holdings Company, Limited), an exempted Bermuda limited company (“Warner I”), Warner Chilcott Holdings Company II, Limited, an exempted Bermuda limited company (“Warner II”), Warner Chilcott 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;
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • August 21st, 2009 • Warner Chilcott LTD • Pharmaceutical preparations
Indemnification Agreement (this “Agreement”), dated as of , between Warner Chilcott Limited, a Bermuda company (the “Company”), Warner Chilcott plc, an Irish incorporated company and the ultimate parent company of the Warner Chilcott group of companies (“WC plc”) and (“Indemnitee”).
SECOND AMENDMENT TO THE MANAGEMENT SHAREHOLDERS AGREEMENTManagement Shareholders Agreement • August 21st, 2009 • Warner Chilcott LTD • Pharmaceutical preparations • New York
WHEREAS, each of the undersigned is a party to that certain Management Shareholders Agreement, dated March 28, 2005, as amended by the First Amendment to the Management Shareholders Agreement, dated September 17, 2007 (the “Management Shareholders Agreement”), by and among Warner Chilcott Limited (f/k/a Warner Chilcott Holdings Company, Limited), an exempted Bermuda limited company (“Warner I”), Warner Chilcott Holdings Company II, Limited, an exempted Bermuda limited company (“Warner II”), Warner Chilcott 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;
