Second Amendment to the Amended and Restated Management Shareholders Agreement



 Exhibit 4.4 
 SECOND AMENDMENT 
 TO THE 
 MANAGEMENT SHAREHOLDERS AGREEMENT 
 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; 
 WHEREAS, the IPO has occurred, and accordingly, pursuant to
Section 8.05(b) of the Management Shareholders Agreement, Articles 2 and 4 have terminated; 
 WHEREAS, Warner
I’s board of directors and shareholders have determined that it is in the best interests of the Companies to establish Warner Chilcott 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 8.05(a) of the Management Shareholders Agreement, the written consent (i) Warner I, (ii) Management Shareholders whose Aggregate Ownership of Group Equity Securities
is over 50% of the Aggregate Ownership of Group Equity Securities of all Management Shareholders and (iii) each of the Sponsor Representatives who represent Sponsors which own at least 50% of their Initial Shares (collectively, the
“Required Parties”) is required to amend the Management 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 Management 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 Management Shareholders
Agreement, and Warner plc desires to assume all of Warner I’s rights and obligations under the Management Shareholders Agreement upon the effectiveness of the Scheme of Arrangement; and 







 NOW, THEREFORE, pursuant to Section 8.05(a) of the Management Shareholders Agreement:

 1. The Required Parties hereby consent to the amendment of the Management Shareholders Agreement by 
 (a) 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.” 
 (b) 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, Warner Chilcott plc, an Irish public
limited company (“Warner plc”), Warner Chilcott Limited (f/k/a Warner Chilcott Holdings Company, Limited), Warner II and Warner III.” 
 (c) 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 definitions of “Management Strip Grant
Agreement” and “Sponsor Shareholders Agreement,” “Company” means Warner Chilcott Limited (f/k/a Warner Chilcott Holdings Company, Limited).” 
 (d) deleting the references to “Companies” and “Company” in Section 1.01(b). 
 (e) deleting the word “Person” in Section 3.01(b) and replacing it with “Permitted Transferee.”

 (f) deleting Section 3.01(b)(i) in its entirety. 
 (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 Warner Chilcott Limited
(f/k/a Warner Chilcott Holdings Company, Limited) and the shareholders of Warner Chilcott Limited (the “Scheme of Arrangement”), Warner Chilcott 

  

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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 Warner Chilcott 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 Warner Chilcott 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 Warner Chilcott Limited under this Agreement as if it, Warner plc, had been a party to this
Agreement in the place of Warner Chilcott Limited and covenants and agrees to succeed to and take the place of Warner Chilcott Limited under this Agreement to the same effect as if Warner plc had executed this Agreement in the place of Warner
Chilcott Limited.” 
 (h) deleting the first entry under Section 8.04 and replacing it with the following:

 “If to any of the Companies, to: 
 c/o Warner Chilcott Corporation 
 100 Enterprise Drive 
 Rockaway, NJ 07866 
 Attention: General Counsel 
 Facsimile: (973) 442-3283” 
 (i) deleting the first sentence of Section 8.07 and replacing it with the following: 
 “All issues concerning the relative
rights of the Company, the Non-Management Shareholders and the Management Shareholders with respect to each other shall be governed by the laws of the Republic of Ireland.” 
 2. Except as modified in the manner described in this amendment, the Management 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. 
 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. 
  

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 5. Capitalized terms used but not defined herein shall have the meaning set forth in the Management
Shareholders Agreement. 
  

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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. 
  

			
	WARNER CHILCOTT PLC
		
	By:	 	/s/ Roger M. Boissonneault



			
	Name:	 	Roger M. Boissonneault
	Title:	 	Chief Executive Officer and President


  

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



			
	Name:	 	Roger M. Boissonneault
	Title:	 	Chief Executive Officer and President


  

			
	 WARNER CHILCOTT HOLDINGS
 COMPANY
II, LIMITED

		
	By:	 	/s/ Roger M. Boissonneault



			
	Name:	 	Roger M. Boissonneault
	Title:	 	Chief Executive Officer and President


  

			
	 WARNER CHILCOTT HOLDINGS
 COMPANY
III, LIMITED

		
	By:	 	/s/ Roger M. Boissonneault



			
	Name:	 	Roger M. Boissonneault
	Title:	 	Chief Executive Officer and President










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




			
		
	By:	 	/s/ Mark Nunnelly



			
	Name:	 	Mark Nunnelly
	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/ Kenneth J. Lohsen



			
	Name:	 	Kenneth J. Lohsen
	Title:	 	Vice President










			
	JPMP FUNDS:
	
	 J.P. MORGAN PARTNERS (BHCA), L.P., 
 ON ITS OWN BEHALF AND AS THE 
 JPMP REPRESENTATIVE

		
	By: 	 	 CCMP CAPITAL ADVISORS, LLC,
 as
attorney-in-fact

		
	By:	 	/s/ Stephen Murray



			
	Name:	 	Stephen Murray
	Title:	 	President and CEO










			
	THL FUNDS:
	
	 THOMAS H. LEE (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: 	 	 Thomas H. Lee Advisors
 (Alternative) V Limited, LLC,

 its general partner

		
	By:	 	/s/ Todd Abbrecht



			
	Name:	 	Todd Abbrecht
	Title:	 	Managing Director










			
	By:	 	/S/ ROGER M. BOISSONNEAULT
		 	Roger M. Boissonneault










			
	THE BOISSONNEAULT 2005 CHILDREN’S TRUSTS
		
	By:	 	/S/ TERRI BOISSONNEAULT
	 Name:
	 	Terri Boissonneault
	 Title:
	 	Trustee










			
		
	By:	 	/S/ ANTHONY D. BRUNO
		 	Anthony D. Bruno










			
	ANTHONY D. BRUNO 2006 GRAT
		
	By:	 	/S/ JAMES H. GAVIN
	 Name:
	 	James H. Gavin
	 Title:
	 	 Vice President
 J.P. Morgan Trust Company of Delaware,
as Trustee











			
	ANTHONY D. BRUNO 2006 GRAT
		
	By:	 	/S/ GINA M. BRUNO
	 Name:
	 	Gina M. Bruno
	 Title:
	 	Trustee










			
		
	By:	 	/S/ LELAND H. CROSS
		 	Leland H. Cross










			
		
	By:	 	/S/ HERMAN ELLMAN
		 	Herman Ellman










			
		
	By:	 	/S/ IZUMI HARA
		 	Izumi Hara










			
		
	By:	 	/S/ PAUL HERENDEEN
		 	Paul Herendeen










			
		
	By:	 	/S/ ALVIN D. HOWARD
		 	Alvin D. Howard










			
		
	By:	 	/S/ W. CARL REICHEL
		 	W. Carl Reichel










			
	WILLIAM C. REICHEL 2006 GRAT
		
	By:	 	/S/ WILLIAM C. REICHEL
	 Name:
	 	William C. Reichel
	 Title:
	 	Trustee