Credit Agreement

On October 30, 2009, Warner Chilcott Holdings Company III, Limited, a company organized under the laws of Bermuda (the "Parent Guarantor"), WC Luxco S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the laws of Luxembourg (the "Luxco Borrower"), Warner Chilcott Corporation, a Delaware corporation (the "US Borrower"), Warner Chilcott Company, LLC, a limited liability company organized under the laws of Puerto Rico (the "PR Borrower", and together with the Luxco Borrower and the US Borrower, the "Borrowers") entered into a credit agreement (the "Credit Agreement") with a syndicate of lenders (the "Lenders"), Credit Suisse, Cayman Islands Branch as administrative agent, Bank of America Securities LLC as syndication agent and JPMorgan Chase Bank, N.A. as documentation agent, pursuant to which the Lenders have agreed to provide senior secured credit facilities (the "Senior Secured Facilities") in an aggregate amount of $3.2 billion comprised of (i) $2.95 billion in aggregate term loan facilities and (ii) a $250.0 million revolving credit facility with a five-year maturity that is available to all Borrowers. The term loan facilities are comprised of (i) a term A facility in the amount of $1.0 billion with a five-year maturity that will be borrowed by the PR Borrower, (ii) a term B facility in the amount of $1.6 billion with a five-and-a-half year maturity ($500.0 million of which will be borrowed by the US Borrower and $1.1 billion of which will be borrowed by the PR Borrower) and (iii) a delayed-draw term loan facility in the amount of $350.0 million, with a five-and-a-half year maturity that will be borrowed, if necessary as described below, by the PR Borrower. The Borrowers borrowed a total of $2.6 billion under the term loan facilities and made no borrowings under the revolving credit facility on October 30, 2009 to fund the PGP Acquisition (defined below).

The Borrowers may use the proceeds (i) of the revolving credit facility for working capital and general corporate purposes and (ii) of the Senior Secured Facilities (other than the delayed-draw term loan facility, as described below) to fund the PGP Acquisition, to consummate the other transactions contemplated thereby and to pay fees and expenses in connection therewith. The commitments in respect of the delayed-draw term loan facility will expire 180 days after the closing of the PGP Acquisition and the proceeds thereof may be used exclusively to discharge the obligations of Warner Chilcott plc ("Warner Chilcott") or its subsidiaries in connection with exercise of the Sanofi Put (as defined below) and to pay fees and expenses incurred in connection therewith. The delayed-draw term facility is mandatorily prepayable if it is drawn and the Sanofi Put is subsequently not exercised, or the proceeds of such facility are in excess of the amount required to satisfy such obligations.

Other material terms of the Senior Secured Facilities are described below.

The revolving credit facility provides for a $20.0 million sublimit for swing line loans and a $50.0 million sublimit for the issuance of standby letters of credit. Any swing line loans and letters of credit would reduce the available commitment under the revolving credit facility on a dollar-for-dollar basis.

The loans under the Senior Secured Facilities, other than swing line loans, will bear interest at annual rates, at the Borrowers' option, at either:

• the eurodollar rate generally defined as the sum of (i) the greater of
(a) 2.25% and (b) the London interbank offered rate ("LIBOR") (by reference to the Reuters Page LIBOR01 service) and (ii) the applicable rate set forth below; or

• a base rate generally defined as the sum (i) the greatest of (a) the prime rate of Credit Suisse, (b) the federal funds effective rate plus 0.5% and
(c) the eurodollar rate plus 1% and (ii) the applicable rate set forth below.

The applicable rates referred to above are as follows:

• with respect to the loans drawn under the term A facility (i) for eurodollar rate loans, 3.25% and (ii) for base rate loans, 2.25%;

• with respect to loans drawn under the revolving credit facility, the term B facility and the delayed-draw facility, (i) for eurodollar rate loans, 3.50% and (ii) for base rate loans, 2.50%.

All swing line loans will bear interest computed under the base rate formula.

Interest on the Borrowers' loans will be payable quarterly in arrears for base rate loans and at the end of each interest-rate period (but not less often than quarterly) for eurodollar loans.

The Borrowers are required to pay a commitment fee on (i) the unused commitments under the revolving credit facility at the rate of 0.75% per annum, subject to leverage-based step-downs and (ii) the unused commitments under the delayed-draw term facility at the rate of 1.75% per annum. The Borrowers are also required to pay a letter of credit participation fee based upon the aggregate face amount of . . .

On October 30, 2009, pursuant to the purchase agreement (as amended, the "Purchase Agreement"), dated as of August 24, 2009, between Warner Chilcott and P&G, Warner Chilcott acquired the global branded prescription pharmaceutical business of P&G for approximately $2.9 billion in cash and the assumption of certain liabilities (the "PGP Acquisition"). The purchase price remains subject to certain post-closing purchase price adjustments. To finance the payment of the consideration for the PGP Acquisition, Warner Chilcott used a combination of proceeds from borrowings under the Senior Secured Facilities described in Item 1.01 and cash on hand.

Additional information and details of the Purchase Agreement were previously disclosed in Item 1.01 of Warner Chilcott's Current Report on Form 8-K filed on August 24, 2009 and are incorporated by reference into this Item 2.01. Any description of the Purchase Agreement is

The information contained in or incorporated by reference into Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

Item 5.02 Compensatory Arrangements of Certain Officers

(e) Adoption of material compensatory plan.

On October 30, 2009, Warner Chilcott adopted a Transaction and Integration Bonus Program (the "Program") in order to compensate certain key employees for their exceptional contributions in connection with the PGP Acquisition and to encourage the continued efforts of these and other critical employees in the integration of the acquired business.

Under the Program, participants will receive a transaction bonus within 30 days of the effectiveness of the PGP Acquisition payable in cash. Participants are also eligible to receive an integration incentive award that is payable either in cash or equity (e.g. stock options, restricted stock or restricted stock units) upon the achievement of certain individual and global company goals. The Compensation Committee of the Warner Chilcott Board of Directors (the "Committee"), in its discretion and in consultation with the CEO, will make a determination regarding the satisfaction of the individual and global goals and the consequent amount and form of any integration incentive payable to each participant as of a measurement date, as determined by the Committee.

Under the Program, Warner Chilcott's named executive officers will receive transaction bonuses as follows: Roger M. Boissonneault, $550,000; each of Paul Herendeen, W. Carl Reichel and Anthony D. Bruno, $250,000; and Izumi Hara, $150,000. Each named executive officer is also eligible to receive a target incentive integration award in an amount equal to his or her transaction bonus based upon the level of achievement of individual and global integration goals as determined by the Committee.

On October 30, 2009, Warner Chilcott issued a press release announcing the closing of the PGP Acquisition and the entry into the Credit Agreement. The press release is attached as Exhibit 99.2 and is incorporated by reference into this Item 8.01.

In light of the PGP Acquisition, the risks and uncertainties faced by Warner Chilcott have changed. See Exhibit 99.3 for a description of certain risk factors.

(a) Financial statements of businesses acquired

Pursuant to the instructions to Form 8-K, the required financial statements of the business acquired in the PGP Acquisition are not included in this Current Report but will be filed by amendment not later than 71 calendar days after the date that this Current Report was required to be filed.

(b) Pro forma financial information

Pursuant to the instructions to Form 8-K, the required pro forma financial information related to the PGP Acquisition is not included in this Current Report but will be filed by amendment not later than 71 calendar days after the date that this Current Report was required to be filed.

(d) Exhibits

Exhibit No.                                  Description

99.1          Credit Agreement, dated as of October 30, 2009, among Warner Chilcott
              Holdings Company III, Limited, WC Luxco S.à r.l., Warner Chilcott
              Corporation, Warner Chilcott Company, LLC, Credit Suisse, Cayman Islands
              Branch, as administrative agent, Bank of America Securities LLC, as
              syndication agent and JPMorgan Chase Bank, N.A., as documentation agent,
              and the lenders thereunder

99.2          Press Release issued by Warner Chilcott plc on October 30, 2009

99.3          Risk Factors