CREDIT AGREEMENT Dated as of April 10, 2007 among PTS ACQUISITION CORP. (TO BE MERGED WITH AND INTO CARDINAL HEALTH 409, INC.), as Borrower, PTS INTERMEDIATE HOLDINGS LLC, as Holdings, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent,...Credit Agreement • December 6th, 2007 • Catalent USA Woodstock, Inc. • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of April 10, 2007, among PTS ACQUISITION CORP. (“Acquisition Sub” and, prior to the Acquisition (as defined below), the “Borrower”), a Delaware corporation to be merged with and into CARDINAL HEALTH 409, INC., a Delaware corporation (“Cardinal” and, after the Acquisition, the “Borrower”), PTS INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), MORGAN STANLEY SENIOR FUNDINC, 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 hereto (collectively, the “Lenders” and individually, a “Lender”).
PTS Acquisition Corp. $565,000,000 9.50%/10.25% Senior PIK-Election Notes Due 2015 €225,000,000 9.75% Senior Subordinated Notes Due 2017 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 6th, 2007 • Catalent USA Woodstock, Inc. • New York
PTS Acquisition Corp., a Delaware corporation (“Merger Sub”), a wholly-owned subsidiary of Phoenix Charter LLC, a Delaware limited liability company, proposes to issue and sell to the several placement agents named in Schedule A hereto (collectively, the “Placement Agents”), upon the terms set forth in a placement agreement, dated April 7, 2007 (the “Placement Agreement”), $565,000,000 principal amount of its 9.50%/10.25% Senior PIK-Election Notes due 2015 (the “Senior Toggle Notes”) and €225,000,000 principal amount of its 9.75% Senior Subordinated Notes due 2017 (the “Senior Subordinated Notes” and, together with the Senior Toggle Notes, the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by each of the subsidiaries named on Schedule B to the Placement Agreement (collectively the “Guarantors” and, together with the Issuer (as defined below), the “Company”). As used in this Agreement the term “Issuer” means, prior to the Merger (as defined in the Placement Ag
LIMITED LIABILITY COMPANY AGREEMENT OF CARDINAL HEALTH PTS, LLC (A Delaware Limited Liability Company) November 5, 2003Limited Liability Company Agreement • December 6th, 2007 • Catalent USA Woodstock, Inc. • Delaware
This Limited Liability Company Agreement (this “Agreement”) is entered into effective as of November 5, 2003 by and between Cardinal Health 409, Inc., the sole member of the Company (the “Member”), and Cardinal Health PTS, LLC, a Delaware limited liability company (the “Company”). (The foregoing parties to this Agreement are sometimes hereinafter referred to collectively as the “Parties” and separately as a “Party.”)
SECURITY AGREEMENT dated as of April 10, 2007 among PTS ACQUISITION CORP., as Borrower (prior to the Acquisition), CARDINAL HEALTH 409, INC., as Borrower (after the Acquisition), PTS INTERMEDIATE HOLDINGS LLC, as Holdings, CERTAIN SUBSIDIARIES OF...Security Agreement • December 6th, 2007 • Catalent USA Woodstock, Inc. • New York
SECURITY AGREEMENT dated as of April 10, 2007, among PTS ACQUISITION CORP., a Delaware corporation to be merged with and into CARDINAL HEALTH 409, INC., a Delaware corporation, PTS INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company, the Subsidiaries of Holdings from time to time party hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Collateral Agent for the Secured Parties.
ContractTransaction and Advisory Fee Agreement • December 6th, 2007 • Catalent USA Woodstock, Inc. • New York
THIS TRANSACTION AND ADVISORY FEE AGREEMENT (this “Agreement”) is dated as of April 10, 2007 and is between PTS Acquisition Corp, a Delaware corporation (together with its successors, the “Company”) and Blackstone Management Partners V L.L.C., a Delaware limited liability company (“BMP”), Genstar Capital, LLC (“GCL”) and Aisling Capital, LLC. (“ASL”, together with BMP and GCL, the “Advisors”).
INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of April 10, 2007 among PTS ACQUISITION CORP., as Borrower (prior to the Acquisition), CARDINAL HEALTH 409, INC., as Borrower (after the Acquisition), PTS INTERMEDIATE HOLDINGS LLC, as Holdings,...Intellectual Property Security Agreement • December 6th, 2007 • Catalent USA Woodstock, Inc. • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of April 10, 2007, among PTS ACQUISITION CORP., a Delaware corporation to be merged with and into CARDINAL HEALTH 409, INC., a Delaware corporation, PTS INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company, the Subsidiaries of Holdings from time to time party hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Collateral Agent for the Secured Parties.
GUARANTY dated as of April 10, 2007 among PTS INTERMEDIATE HOLDINGS LLC, as Holdings CERTAIN SUBSIDIARIES OF HOLDINGS IDENTIFIED HEREIN and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative AgentGuaranty • December 6th, 2007 • Catalent USA Woodstock, Inc. • New York
GUARANTY dated as of April 10, 2007, among PTS INTERMEDIATE HOLDINGS LLC, as Holdings, the Subsidiaries of Holdings from time to time party hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent.
SECURITYHOLDERS AGREEMENT DATED AS OF MAY 7, 2007 AMONG PTS HOLDINGS CORP. AND THE OTHER PARTIES HERETOSecurityholders Agreement • December 6th, 2007 • Catalent USA Woodstock, Inc. • Delaware
This Securityholders Agreement (this “Agreement”) is entered into as of May 7, 2007 by and among PTS Holdings Corp., a Delaware corporation (the “Company”), Blackstone Healthcare Partners V L.P., a Delaware limited partnership (“Blackstone”), BHP PTS Holdings, L.L.C. , a Delaware limited liability company (“Holdings”), parties to this Agreement who are identified as Employees on the signature page hereto (each, an “Employee” and, collectively, the “Employees”), and each other holder of Securities who hereafter executes a separate agreement to be bound by the terms hereof (Blackstone, the Employees and each other Person that is or may become a party to this Agreement as contemplated hereby are sometimes referred to herein collectively as the “Securityholders” and individually as a “Securityholder”). Certain capitalized terms used herein are defined in Section 7.1.
