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FIRST SUPPLEMENTAL INDENTURE

Indenture Agreement

FIRST SUPPLEMENTAL INDENTURE | Document Parties: CATALENT PHARMA SOLUTIONS, INC. | Bank of New York Mellon | Catalent US Holding I, LLC | Catalent US Holding II, LLC You are currently viewing:
This Indenture Agreement involves

CATALENT PHARMA SOLUTIONS, INC. | Bank of New York Mellon | Catalent US Holding I, LLC | Catalent US Holding II, LLC

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Title: FIRST SUPPLEMENTAL INDENTURE
Governing Law: New York     Date: 9/29/2008

FIRST SUPPLEMENTAL INDENTURE, Parties: catalent pharma solutions  inc. , bank of new york mellon , catalent us holding i  llc , catalent us holding ii  llc
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Exhibit 4.4

Execution Copy

 

 

CATALENT US HOLDING I, LLC

CATALENT US HOLDING II, LLC

and

THE BANK OF NEW YORK MELLON

Trustee

 

 

FIRST SUPPLEMENTAL INDENTURE

Dated as of July 3, 2008

TO

INDENTURE

Dated as of April 10, 2007

$565,000,000 9  1 / 2 %/10  1 / 4 % Senior PIK-Election Notes due 2015

 

 


Execution Copy

First Supplemental Indenture (this “ First Supplemental Indenture ”), dated as of July 3, 2008, among Catalent US Holding I, LLC and Catalent US Holding II, LLC (each, an “ Additional Guarantor Subsidiary ,” and collectively, the “ Additional Guarantor Subsidiaries ”), each a subsidiary of Catalent Pharma Solutions, Inc., a Delaware corporation (the “ Issuer ”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “ Trustee ”).

W I T N E S S E T H

WHEREAS, each of PTS Acquisition Corp., Cardinal Health 409, Inc. and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee a Senior Indenture (the “ Indenture ”), dated as of April 10, 2007, providing for the issuance of an $565,000,000 aggregate principal amount of 9.50%/10.25% Senior PIK-Election Notes due 2015 (the “ Notes ”);

WHEREAS, the Indenture provides that under certain circumstances each of the Additional Guarantor Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which each of the Additional Guarantor Subsidiaries shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “ Guarantee ”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this First Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

(1) Capitalized Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to Guarantee . Each of the Additional Guarantor Subsidiaries hereby agrees as follows:

(a) Along with all other Guarantors named in the Indenture (including pursuant to any supplemental indentures), to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that:

(i) the principal of and interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee thereunder shall be promptly paid in full or performed, all in accordance with the terms thereof; and


(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and each of the Additional Guarantor Subsidiaries shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection.

(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. !

(c) Each of the Additional Guarantor Subsidiaries hereby waives: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever.

(d) This Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this First Supplemental Indenture. Each of the Additional Guarantor Subsidiaries accepts all obligations applicable to a Guarantor under the Indenture, including Article X of the Indenture (which is deemed incorporated in this First Supplemental Indenture and applicable to this Guarantee) and, as applicable, Section 12.18 of the Indenture. Each of the Additional Guarantor Subsidiaries acknowledges that by executing this First Supplemental Indenture, it will become a Subsidiary Guarantor under the Indenture and subject to all the terms and conditions applicable to Subsidiary Guarantors contained therein.

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors (including the Additional Guarantor Subsidiaries), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(f) The Additional Guarantor Subsidiaries shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

(g) As between each of the Additional Guarantor Subsidiaries, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article VI of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by each of the Additional Guarantor Subsidiaries for the purpose of this Guarantee.

 


(h) Each o


 
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