Second Supplemental Indenture, dated May 5, 2009



 Exhibit 4.3 
  
  
  
  
 WARNER CHILCOTT CORPORATION 
 as the
Issuer 
 The Guarantors Named Herein 
 and 
 WELLS FARGO BANK, NATIONAL ASSOCIATION, 
 as Trustee 
 SECOND SUPPLEMENTAL INDENTURE 
 Dated as of May 5, 2009 
 8 3/4% Senior Subordinated Notes due 2015 
  
  







 This Supplemental Indenture, dated as of May 5, 2009 (this “Supplemental Indenture”
or “Guarantee”), among WC Luxco S.à r.l. (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 4.16 of the Indenture provides that in certain circumstances Holdings is required to cause certain of its Restricted
Subsidiaries to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any,
and interest on the Notes and all other obligations under the Indenture on the same terms and conditions as those set forth in the Indenture; and 
 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 or to make any change that does not adversely affect the legal rights under the Indenture of any Holder; 
 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. 
 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  
 Miscellaneous

 SECTION 3.1 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 3.2
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 3.3 Governing Law. This Supplemental
Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. 
 SECTION 3.4 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 3.5 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 3.6 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 3.7 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. 
  

			
	 WC LUXCO S.A R.L.,
 as a
Guarantor

	  
 /s/ Izumi
Hara

	Name:	 	Izumi Hara
	Title:	 	Manager
		 	L-1469 Luxembourg
		 	67, rue Ermesinde










			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Martin Reed

	Name:	 	Martin Reed
	Title:	 	Vice President


  








			
	WARNER CHILCOTT CORPORATION
		
	By:	 	 /s/ Izumi Hara

	Name:	 	Izumi Hara
	Title:	 	 Senior Vice President, General
 Counsel and Corporate
Secretary

	
	 WARNER CHILCOTT HOLDINGS
 COMPANY III,
LIMITED

		
	By:	 	 /s/ Izumi Hara

	Name:	 	Izumi Hara
	Title:	 	 Senior Vice President, General
 Counsel and Corporate
Secretary

	
	 WARNER CHILCOTT
 INTERMEDIATE (LUXEMBOURG)

 S.A R.L.

		
	By:	 	 /s/ Izumi Hara

	Name:	 	Izumi Hara
	Title:	 	Manager
	
	WARNER CHILCOTT (US), LLC
		
	By:	 	 /s/ Izumi Hara

	Name:	 	Izumi Hara
	Title:	 	 Senior Vice President, General
 Counsel and Corporate
Secretary











			
	WARNER CHILCOTT COMPANY, LLC
		
	By:	 	 /s/ Izumi Hara

	Name:	 	Izumi Hara
	Title:	 	Secretary
	
	WARNER CHILCOTT LIMITED
		
	By:	 	 /s/ Izumi Hara

	Name:	 	Izumi Hara
	Title:	 	 Senior Vice President, General
 Counsel and Corporate
Secretary