Exhibit 10.30
GUARANTY SUPPLEMENT
SUPPLEMENT NO. 1 (this “
Guaranty Supplement ”), dated as of July 1, 2008,
to the Guaranty dated as of April 10, 2007 among PTS
INTERMEDIATE HOLDINGS LLC, the Subsidiaries of the Loan Parties
from time to time party thereto and MORGAN STANLEY SENIOR FUNDING,
INC., as Administrative Agent.
A. Reference is made to (i) the
Credit Agreement dated as of April 10, 2007 (as amended,
supplemented or otherwise modified from time to time, the “
Credit Agreement ”), among Catalent Pharma Solutions,
Inc. (f/k/a Cardinal Health 409, Inc. (as successor by merger with
PTS Acquisition Corp.)), PTS Intermediate Holdings LLC, 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 and (ii) the
Guaranty referred to therein (such Guaranty, as in effect on the
date hereof and as it may hereafter be amended, supplemented or
otherwise modified from time to time, together with this Guaranty
Supplement, being the “ Guaranty ”). The
capitalized terms defined in the Guaranty or in the Credit
Agreement and not otherwise defined herein are used herein as
therein defined.
B. The Guarantors have entered into
the Guaranty in order to induce the Lenders to make Loans and the
L/C Issuers to issue Letters of Credit. Section 4.14 of the
Guaranty provides that Intermediate Holding Companies and
additional Restricted Subsidiaries may become Guarantors under the
Guaranty by execution and delivery of an instrument in the form of
this Guaranty Supplement. Each undersigned (each a “ New
Subsidiary ”) is executing this Supplement in accordance
with the requirements of the Credit Agreement to become a Guarantor
under the Guaranty 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 Administrative
Agent and each New Subsidiary agree as follows:
SECTION 1. Obligations Under
the Guaranty . In accordance with Section 4.14 of the
Guaranty, each New Subsidiary by its signature below becomes a
Guarantor under the Guaranty with the same force and effect as if
originally named therein as a Guarantor and each New Subsidiary
hereby (a) agrees to all the terms and provisions of the
Guaranty applicable to it as a Guarantor thereunder and
(b) represents and warrants that the representations and
warranties made by it as a Guarantor thereunder are true and
correct on and as of the date hereof. Each reference to a
“Guarantor” in the Guaranty shall be deemed to include
each New Subsidiary and each reference in any other Loan Document
to a “Guarantor”, “Subsidiary Guarantor” or
a “Loan Party” shall also be deemed to include each New
Subsidiary. The Guaranty is hereby incorporated herein by
reference.
SECTION 2. Representations and
Warranties . Each New Subsidiary represents and warrants to the
Administra
