Exhibit 10.28
ADDITIONAL RESTRICTED
SUBSIDIARY
INTELLECTUAL PROPERTY SECURITY AGREEMENT
SUPPLEMENT
SUPPLEMENT NO. 1 (this “
Supplement ”) dated as of July 1, 2008, to the
Intellectual Property Security Agreement dated as of April 10,
2007 among CATALENT PHARMA SOLUTIONS, INC. (f/k/a CARDINAL HEALTH
409, INC. (as successor by merger with PTS ACQUISITION CORP.)),
(the “ Borrower ”), PTS INTERMEDIATE HOLDINGS
LLC (“ Holdings ”), the Subsidiaries of Holdings
from time to time party thereto and MORGAN STANLEY SENIOR FUNDING,
INC., as Collateral Agent (the “ Collateral Agent
”) for the Secured Parties.
A. Reference is made to the Credit
Agreement dated as of April 10, 2007 (as amended, supplemented
or otherwise modified from time to time, the “ Credit
Agreement ”), among the Borrower, Holdings, Morgan
Stanley Senior Funding, Inc., as Administrative Agent, Collateral
Agent and Swing Line Lender, Bank of America, N.A., as L/C Issuer
and each Lender from time to time party thereto, pursuant to which
the Lenders have severally agreed to make Loans and the L/C Issuers
to issue Letters of Credit to the Borrower upon the terms and
subject to the conditions therein.
B. Capitalized terms used herein and
not otherwise defined herein shall have the meanings assigned to
such terms in the Credit Agreement and the Intellectual Property
Security Agreement referred to therein.
C. In connection with the Credit
Agreement, the Borrower, Holdings and the other Grantors have
entered into the Intellectual Property Security Agreement in order
to induce the Lenders to make Loans and the L/C Issuers to issue
Letters of Credit. Section 5.14 of the Intellectual Property
Security Agreement provides that additional Restricted Subsidiaries
may become Grantors under the Intellectual Property Security
Agreement by execution and delivery of an instrument in the form of
this Supplement. Each undersigned Restricted Subsidiary (the
“ New Subsidiary ”) is executing this Supplement
in accordance with the requirements of the Credit Agreement to
become a Grantor under the Intellectual Property Security Agreement
in order to induce the Lenders to make Loans and the L/C Issuers to
issue Letters of Credit from time to time under the terms of the
Credit Agreement.
Accordingly, the Collateral Agent
and each New Subsidiary agree as follows:
SECTION 1 . In accordance with Section 5.14 of the
Intellectual Property Security Agreement, each New Subsidiary by
its signature below becomes a Grantor under the Intellectual
Property Security Agreement with the same force and effect as if
originally named therein as a Grantor and each New Subsidiary
hereby (a) agrees to all the terms and provisions of the
Intellectual Property Security Agreement applicable to it as a
Grantor thereunder and (b) represents and warrants that the
representations and warranties made by it as a Grantor thereunder
are true and correct on and as of the date hereof. In furtherance
of the foregoing, each New Subsidiary, as security for the payment
and performance in full of the Obligations does hereby create and
grant to the Collateral Agent, its successors and assigns, for the
benefit of the Secured Parties, their successors and assigns, a
security interest in and lien on all of each New Subsidiary’s
right, title and interest in and to the Collateral (as defined in
the Intellectual Property Security Agreement) of each such New
Subsidiary. Each reference to a “Grantor” in the
Intellectual Property Security Agreement shall be deemed to include
each New Subsidiary. The Intellectual Property Security Agreement
is hereby incorporated herein by reference.
SECTION 2 . Each New Subsidiary represents and warrants to
the Collateral Agent and the other Secured Parties that this
Supplement has been duly authorized, executed and delivered by it
and
constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms,
except as such enforceability may be limited by Debtor Relief Laws
and by general principl
