Fourth Supplemental Indenture, dated August 20, 2009



 Exhibit 4.5 
  
  
  
 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 2009 
 8 3/4% Senior Subordinated Notes due 2015 
  
  
  







 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. 
 W I T N E S S E T H: 
 WHEREAS, the Company, the Notes Guarantors
and the Trustee have heretofore executed and delivered an Indenture, dated as of January 18, 2005 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of 8 3/4% Senior Subordinated Notes due 2015 of the Company (the
“Notes”); 
 WHEREAS, Section 4.17 of the Indenture provides that so long as any Notes are outstanding, Warner
Chilcott Holdings Company III, Limited (“Holdings”) is required to file certain reports on Form 10-K, Form 10-Q and Form 8-K with the Commission except that, Warner Chilcott Limited (“Warner Chilcott Limited”) can satisfy
such reporting obligations under Section 4.17 of the Indenture in lieu of Holdings in certain circumstances; 
 WHEREAS, as a result of
a scheme of arrangement that changed the jurisdiction of incorporation of Warner Chilcott’s ultimate holding company from Bermuda to Ireland, Warner Chilcott plc is required under Commission rules to file the reports specified in
Section 4.17 of the Indenture, and such reports would include information identical in all material respects to the information included in the reports required to be filed by Warner Chilcott Limited under such Section of the Indenture;

 WHEREAS, Holdings and Warner Chilcott plc deem it advisable that Warner Chilcott plc become a Guarantor under the Indenture and assume the
reporting obligations in Section 4.17 of the Indenture in lieu of Warner Chilcott Limited; 
 WHEREAS, pursuant to Section 9.01 of
the Indenture, the Trustee and the Company are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture, without the consent of any Holder, to, among other things, add a Guarantor under the Indenture and to
make any change that does not adversely affect the legal rights under the Indenture of any Holder; and 







 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the Guarantor, the Company, the other Notes Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 
 ARTICLE I 
 Definitions 
 SECTION 1.1. Defined Terms. 
 As used
in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “Holders” in this Guarantee shall refer to the term
“Holders” as defined in the Indenture and the Trustee acting on behalf or for the benefit of such Holders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this
Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. 
 “Redomicile
Transaction” means the scheme of arrangement pursuant to which Warner Chilcott plc becomes the parent company of Warner Chilcott Limited. 
 ARTICLE II  
 Agreement To Be Bound; Guarantee 
 SECTION 2.1. Agreement To Be Bound. The Guarantor hereby becomes a party to the Indenture as a Notes Guarantor and as such shall have all of the
rights and be subject to all of the obligations and agreements of a Notes Guarantor under the Indenture. The Guarantor agrees to be bound by all of the provisions of the Indenture applicable to a Notes Guarantor and to perform all of the obligations
and agreements of a Notes Guarantor under the Indenture. 
 SECTION 2.2. Guarantee. The Guarantor agrees, on a joint and several basis
with all the existing Notes Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the Obligations on a senior subordinated basis as provided in Articles Ten and Eleven of the Indenture.








 ARTICLE III 
 Amendments 
 SECTION 3.1. Reports To Holders. Paragraph (c) of Section 4.17
of the Indenture is hereby amended and restated as follows: 
 “(c) Notwithstanding the foregoing, Holdings’ obligations under this
Section 4.17 shall be deemed satisfied (i) with respect to the Form 10–K or 20–F, as applicable, for fiscal year 2004 (or, if the Issuer changes its fiscal year end to December 31, for the period ended December 31,
2004) prior to the commencement of the Registered Exchange Offer or the effectiveness of the Shelf Registration Statement by the filing with the Commission of the Exchange Offer Registration Statement or Shelf Registration Statement, and any
amendments thereto, with such financial information that satisfies Regulation S–X of the Securities Act with respect to fiscal year 2004 (or, if the Issuer changes its fiscal year end to December 31, for the period ended December 31,
2004) within the time periods and in accordance with the provisions of the Registration Rights Agreement or (ii) for so long as Warner Chilcott Limited (or, following effectiveness of the Redomicile Transaction, Warner Chilcott plc) is a
Guarantor, has no material assets, liabilities or operations other than its direct or indirect ownership of Holdings and its guarantee of any debt of Holdings or any of the Subsidiaries and has a reporting obligation under Section 13 or
Section 15(d) of the Exchange Act, if Warner Chilcott Limited or Warner Chilcott plc files with the Commission the reports set forth above and includes in a note to its financial statements included in such reports the condensed consolidating
financial information specified by Rule 3-10 of Regulation S-X.” 
 SECTION 3.2. Release of a Guarantor. Paragraph (a)(1)(f) of
Section 11.05 of the Indenture is hereby amended and restated as follows: “in the case of Warner Chilcott plc, if it requests such release at any time.” 
 Miscellaneous 
 SECTION 3.3. Notices. All notices and other communications to the Guarantor
shall be given as provided in the Indenture to the Guarantor, at its address set forth below, with a copy to the Company as provided in the Indenture for notices to the Company. 
 SECTION 3.4. Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than
the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained. 
 SECTION 3.5. Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.








 SECTION 3.6. Severability Clause. In case any provision in this Supplemental Indenture shall be
invalid, illegal or unenforceable in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the
remaining provisions; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 
 SECTION 3.7. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and
provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The
Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture. 
 SECTION 3.8.
Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute one and the same agreement.

 SECTION 3.9. Headings. The headings of the Articles and the sections in this Supplemental Indenture are for convenience of
reference only, are not part of this Supplemental Indenture and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. 







 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and
made effective as of the date first above written. 
  

			
	WARNER CHILCOTT PLC,
	as a Guarantor
		
	 By:
	 	/s/ Roger Boissonneault
	Name:	 	 Roger Boissonneault

	Title:	 	 Chief Executive Officer and President

	 Unit 19 Ardee Business Park
 Hale Street

	 Ardee, Co Louth, Ireland











			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	 By:
	 	/s/ Martin Reed
	Name:	 	Martin Reed
	Title:	 	Vice President










			
	WARNER CHILCOTT CORPORATION
		
	 By:
	 	/s/ Roger Boissonneault
	Name:	 	 Roger Boissonneault

	Title:	 	 Chief Executive Officer











			
	 WARNER CHILCOTT HOLDINGS
 COMPANY III,
LIMITED

		
	 By:
	 	 /s/ Roger Boissonneault 

	Name:	 	 Roger Boissonneault

	Title:	 	Chief Executive Officer and President










			
	WARNER CHILCOTT INTERMEDIATE (LUXEMBOURG) S.A R.L.
		
	 By:
	 	/s/ Izumi Hara
	Name:	 	 Izumi Hara

	Title:	 	 Manager











			
	WARNER CHILCOTT (US), LLC
		
	 By:
	 	 /s/ Roger Boissonneault

	Name:	 	 Roger Boissonneault

	Title:	 	 Chief Executive Officer











			
	WARNER CHILCOTT COMPANY, LLC
		
	 By:
	 	/s/ Roger Boissonneault
	Name:	 	 Roger Boissonneault

	Title:	 	 Chief Executive Officer and President











			
	WC LUXCO S.A R.L.
		
	 By:
	 	/s/ Izumi Hara
	Name:	 	 Izumi Hara

	Title:	 	 Manager











			
	WC PHARMACEUTICALS I LIMITED
		
	 By:
	 	/s/ Sergio Gilbert Garcia
	Name:	 	 Sergio Gilbert Garcia

	Title:	 	 Director