Voting Agreement between Warner Chilcott Limited and Certain DLJMB and Millennium Entities (January 12, 2007)
This agreement is between Warner Chilcott Limited and several investment entities managed by DLJ Merchant Banking and Millennium Partners. The parties agree that these investors will not vote any shares of Warner Chilcott common stock they own above 9.99% of the company's outstanding shares. This limits their voting power in the company, regardless of how many shares they actually own. The agreement is effective as of January 12, 2007.
Exhibit 10.1
Warner Chilcott Limited
Canon’s Court
22 Victoria Street
Hamilton HM12
Bermuda
January 12, 2007
Re: Voting Agreement
Ladies and Gentlemen:
DLJMB Overseas Partners III, C.V., DLJ Offshore Partners III, C.V., DLJ Offshore Partners III-1, C.V., DLJ Offshore Partners III-2, C.V., DLJ MB Partners III GmbH & Co. KG, Millennium Partners II, L.P. and MBP III Plan Investors, L.P. hereby agree with Warner Chilcott Limited (the “Company”) not to vote any shares of common stock of the Company beneficially owned by them in excess of 9.99% of the outstanding shares of common stock of the Company.
| Sincerely, | ||
| DLJ MERCHANT BANKING III, INC., as Managing General Partner on behalf of DLJMB OVERSEAS PARTNERS III, C.V. | ||
| By: | /s/ Michael Isikow | |
| Name: Michael Isikow | ||
| Title: Principal | ||
| MBPSLP, Inc., as Special Limited Partner | ||
| By: | /s/ Michael Isikow | |
| Name: Michael Isikow | ||
| Title: Vice President | ||
| DLJ MERCHANT BANKING III, INC., as Advisory General Partner on behalf of DLJ OVERSEAS PARTNERS III, C.V. | ||
| By: | /s/ Michael Isikow | |
| Name: Michael Isikow | ||
| Title: Principal | ||
| DLJ MERCHANT BANKING III, INC., as Advisory General Partner on behalf of DLJ OFFSHORE PARTNERS III-1, C.V. and as attorney-in-fact for DLJMB III (Bermuda), L.P., as Associate General Partner of DLJ OFFSHORE PARTNERS III-1, C.V. | ||
| By: | /s/ Michael Isikow | |
| Name: Michael Isikow | ||
| Title: Principal | ||
| DLJ MERCHANT BANKING III, INC., as Advisory General Partner on behalf of DLJ OFFSHORE PARTNERS III-2, C.V. and as attorney-in-fact for DLJMB III (Bermuda), L.P., as Associate General Partner of DLJ OFFSHORE PARTNERS III-2, C.V. | ||
| By: | /s/ Michael Isikow | |
| Name: Michael Isikow | ||
| Title: Principal | ||
| DLJ MB PARTNERS III GmbH & Co. KG | ||
| By: | DLJ Merchant Banking III, Inc., the General Partner of D:K Merchant Banking III, L.P., its Managing Limited Partner | |
| By: | /s/ Michael Isikow | |
| Name: Michael Isikow | ||
| Title: Principal | ||
| By: | DLJ MB GmbH, as General Partner | |
| By: | /s/ Michael Isikow | |
| Name: Michael Isikow | ||
| Title: Director | ||
| MILLENNIUM PARTNERS II, L.P. | ||
| By: | DLJ Merchant Banking III, L.P., its Managing General Partner | |
| By: | /s/ Michael Isikow | |
| Name: Michael Isikow | ||
| Title: Principal | ||
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| DBP III PLAN INVESTORS, L.P. | ||
| By: | DLJ LBO Plans Management Corporation | |
| II, its General Partner | ||
| By: | /s/ Michael Isikow | |
| Name: Michael Isikow | ||
| Title: Vice President | ||
Accepted as of the date
first above mentioned
| Warner Chilcott Limited | ||
| By: | /s/ Paul Herendeen | |
| Name: | Paul Herendeen | |
| Title: | Executive Vice President & Chief Financial Officer | |
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