First Amendment to the Amended and Restated Management Shareholders Agreement



 Exhibit 4.12 
 FIRST AMENDMENT 
 TO THE

 MANAGEMENT SHAREHOLDERS AGREEMENT 
 WHEREAS, certain of the undersigned parties to this amendment (this “Amendment”) are parties to that certain Management Shareholders Agreement, dated March 28, 2005 (the
“Shareholders Agreement”), by and among Warner Chilcott Limited (formerly known as “Warner Chilcott Holdings Company, Limited”), an exempted Bermuda limited company (“Warner Chilcott”). 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 Chilcott
and Warner II, the “Companies”), the Management Shareholders and the Sponsors; 
 WHEREAS, pursuant to
Section 8.05 of the Shareholders Agreement, the Shareholders Agreement may only be amended with the written consent of (i) Warner Chilcott, (ii) the Management Shareholders whose Aggregate Ownership of Group Equity Securities
is over 50% of the Aggregate Ownership of Group Equity Securities of all Management Shareholders (the “Required Management Shareholders”), and (iii) each of the Sponsor Representatives who represent Sponsors which own at least
50% of their Initial Shares (or, if no Sponsor owns at least 50% of its Initial Shares at such time, then a majority of the Sponsor Representatives) (together with Warner Chilcott and the Required Management Shareholders, the “Required
Parties”); 
 WHEREAS, the Required Parties desire hereby to amend Section 3.02 of the Shareholders
Agreement entitled “Restrictions on Transfer by Management Shareholders;” and 
 NOW, THEREFORE, in consideration of
the premises and mutual agreements contained herein and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
 1. Amendment. The Required Parties hereby consent to the amendment of the Shareholders Agreement by deleting clause (b) of
Section 3.02 in its entirety and replacing it with the following: 
 “(b) Following the IPO, and
subject to Section 3.01, in addition to Transfers to Permitted Transferees, each Management Shareholder may Transfer Group Equity Securities, other than any unvested Restricted A Shares or Class A Options (such Group Equity Securities that
may be Transferred, “Unrestricted Securities”), (x) to generate sufficient proceeds to pay any tax liability, as and when due, arising out of the vesting of Class A Common Shares granted to any Management Shareholder
pursuant to the Incentive Plan or (y) to the extent such Transfer would not result in the Relative Ownership Percentage (as defined below) of the Unrestricted Securities owned by such Management Shareholder immediately following the effective
time of such Transfer (the “Determination Time”) being less than the Relative Ownership Percentage of the Group Equity Securities owned by the Sponsors immediately following the Determination Time. For purposes of this
Section 3.02(b), “Relative Ownership Percentage” means: 
 (i) with respect to the
Unrestricted Securities held by a Management Shareholder, a fraction (expressed as a percentage), (A) the numerator of which is the number of Unrestricted Securities owned by such Management Shareholder immediately following the Determination
Time and (B) the denominator of which is the sum of (x) the number of Unrestricted Securities owned by such Management Shareholder immediately following the IPO and (y) the number of Group Equity Securities owned by such Management
Shareholder that were not Unrestricted Securities immediately following the IPO but that have subsequently become Unrestricted Securities, and 







 (ii) with respect to Group Equity Securities owned by the Sponsors, a
fraction (expressed as a percentage), (A) the numerator of which is the aggregate number of Group Equity Securities owned by the Sponsors immediately following the Determination Time and (B) the denominator of which is the aggregate number
of Group Equity Securities owned by the Sponsors immediately following the IPO.” 
 2. Full Force and Effect. Except as modified in
the manner described in this Amendment, the Shareholders Agreement shall remain in full force and effect. 
 3. Governing Law. All issues
concerning the relative rights of Warner Chilcott, the Non-Management Shareholders and the Management Shareholders with respect to each other shall be governed by the laws of Bermuda. All other issues concerning the construction, validity and
interpretation of this Amendment, and the rights and obligations of the parties hereunder, shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and performed entirely within such
state, without regard to the conflicts of laws rules of such state. 
 4. Counterparts. 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. 
 5. Defined Terms. Any terms used in this Amendment and not otherwise defined shall have the meanings assigned to such terms in the Shareholders Agreement. 
 [SIGNATURES PAGE TO FOLLOW] 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by
their respective authorized officers as of September 17, 2007. 
  

			
	WARNER CHILCOTT LIMITED
		
	By:	 	/s/ Roger M. Boissonneault
	Name:	 	Roger M. Boissonneault
	Title:	 	










			
	SPONSOR REPRESENTATIVES:
	
	BAIN CAPITAL INTEGRAL INVESTORS II, L.P.
	By:	 	 Bain Capital Investors, LLC,
 its general partner

		
	By:	 	/s/ John Connaughton
	Name:	 	John Connaughton
	Title:	 	Managing Director










			
	DLJ MERCHANT BANKING III, INC., as 
	Managing General Partner on behalf of 
	DLJMB OVERSEAS PARTNERS III, C.V.
		
	By:	 	/s/ Kenneth Lohsen
	Name:	 	Kenneth Lohsen
	Title:	 	Vice President
	
	MBPSLP, INC., as Special limited Partner on
	behalf of DLJMB OVERSEAS PARTNERS III, C.V.
		
	By:	 	/s/ Kenneth Lohsen
	Name:	 	Kenneth Lohsen
	Title:	 	Director










			
	J.P. MORGAN PARTNERS (BHCA), L.P.
	By:	 	JPMP MASTER FUND
		 	MANAGER, L.P.,
		 	its general partner
	By:	 	JPMP CAPITAL CORP.,
		 	its general partner
		
	By:	 	/s/ Stephen Murray
	Name:	 	Stephen Murray
	Title:	 	President and CEO










			
	THOMAS H. LEE (ALTERNATIVE) FUND V, L.P.
	By:	 	THL Advisors (Alternative) V, L.P.,
		 	its General Partner
	By:	 	Thomas H. Lee Advisors
		 	(Alternative) V Limited, LLC, its
		 	General Partner
		
	By:	 	/s/ Todd Abbrecht
	Name:	 	Todd Abbrecht
	Title:	 	Managing Director










	
	MANAGEMENT SHAREHOLDERS:
	
	/s/ Roger M. Boissonneault
	Roger M. Boissonneault
	5 North Bridge Drive
	Long Valley, New Jersey 07853










	
	
	/s/ Anthony D. Bruno
	Anthony D. Bruno
	6 Michael Road
	Box 34
	Brookside, New Jersey 07926










	
	
	/s/ Izumi Hara
	Izumi Hara
	52 Wayside Place
	Montclair, NJ 07042










	
	
	/s/ Paul Herendeen
	Paul Herendeen
	7 Maple Road
	Chatham, NJ 07928










	
	
	/s/ W. Carl Reichel
	W. Carl Reichel
	10 Green Hill Road
	Chester, NJ 07930