Exhibit 10.26
SECURITY AGREEMENT
SUPPLEMENT
SUPPLEMENT NO. 1 (this “
Supplement ”), dated as of July 1, 2008, to the
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.)), PTS INTERMEDIATE
HOLDINGS LLC, the Subsidiaries of Holdings from time to time party
thereto and MORGAN STANLEY SENIOR FUNDING, INC., as 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.
B. Capitalized terms used herein and
not otherwise defined herein shall have the meanings assigned to
such terms in the Credit Agreement and the Security Agreement
referred to therein.
C. The Grantors have entered into
the Security Agreement in order to induce the Lenders to make Loans
and the L/C Issuers to issue Letters of Credit. Section 6.14
of the Security Agreement provides that additional Restricted
Subsidiaries may become Grantors under the Security Agreement by
execution and delivery of an instrument in the form of this
Supplement. Each undersigned Restricted Subsidiary (the “
New Subsidiaries ”) is executing this Supplement in
accordance with the requirements of the Credit Agreement to become
a Grantor under the 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 6.14 of the Security Agreement, each New Subsidiary by
its signature below becomes a Grantor under the 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 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 such New Subsidiary’s
right, title and interes
