AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 20, 2014 among CATALENT PHARMA SOLUTIONS, INC., as Borrower, PTS INTERMEDIATE HOLDINGS LLC, as Holdings, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, Collateral Agent and Swing...Credit Agreement • May 27th, 2014 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • New York
Contract Type FiledMay 27th, 2014 Company Industry JurisdictionThis CREDIT AGREEMENT (“Agreement”) is entered into as of May 20, 2014, among CATALENT PHARMA SOLUTIONS, INC., a Delaware corporation (the “Borrower”), PTS INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, Collateral Agent and Swing Line Lender, MORGAN STANLEY SENIOR FUNDING, INC. and JPMORGAN CHASE BANK, N.A., as L/C Issuers, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENTStock Incentive Plan • September 4th, 2012 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledSeptember 4th, 2012 Company Industry JurisdictionTHIS AGREEMENT (the “Agreement”), is made effective as of [ ] (the “Date of Grant”), between PTS Holdings Corp. (the “Company”) and the individual named on the signature page hereto (the “Participant”).
STOCK INCENTIVE PLAN FORM OF NONQUALIFIED STOCK OPTION AGREEMENTStock Incentive Plan • September 17th, 2010 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledSeptember 17th, 2010 Company Industry JurisdictionTHIS AGREEMENT (the “Agreement”), is made effective as of , (the “Date of Grant”), between PTS Holdings Corp. (the “Company”) and the individual named on the signature page hereto (the “Participant”).
MANAGEMENT EQUITY SUBSCRIPTION AGREEMENTManagement Equity Subscription Agreement • September 17th, 2010 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledSeptember 17th, 2010 Company Industry JurisdictionTHIS MANAGEMENT EQUITY SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of September 8, 2010, by and between PTS Holdings Corp., a Delaware corporation (the “Company”), and the individual named on the signature page hereto (“Executive”).
AMENDED AND RESTATED MANAGEMENT EQUITY SUBSCRIPTION AGREEMENTManagement Equity Subscription Agreement • September 4th, 2012 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledSeptember 4th, 2012 Company Industry JurisdictionTHIS AMENDED AND RESTATED MANAGEMENT EQUITY SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of October 11, 2011 by and between PTS Holdings Corp., a Delaware corporation (together with its successors and assigns, the “Company”), and Matthew Walsh (“Executive”).
EXTENSION AMENDMENT TO THE CREDIT AGREEMENTThe Credit Agreement • March 2nd, 2012 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • New York
Contract Type FiledMarch 2nd, 2012 Company Industry JurisdictionEXTENSION AMENDMENT TO THE CREDIT AGREEMENT (this “Amendment”), dated as of March 1, 2012 among CATALENT PHARMA SOLUTIONS, INC., a Delaware corporation (the “Borrower”), PTS INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent (in such capacity, the “Administrative Agent”), and as a Dollar Term-1 Lender (the “Extending Lender”).
Catalent Pharma Solutions 14 Schoolhouse Road Somerset, NJ 08873 T (732) 537-6200 F (732) 537-6480 www.catalent.comSeparation Agreement and Release • September 29th, 2008 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledSeptember 29th, 2008 Company Industry JurisdictionThe purpose of this letter agreement (the “Agreement”) is to confirm the agreement between Catalent Pharma Solutions, Inc. and all of its parents, subsidiaries and affiliated companies (collectively referred to as “Catalent”) and John W. Lowry (referred to as “You”) concerning your termination of employment with Catalent.
Catalent Pharma Solutions 14 Schoolhouse Road Somerset, NJ 08873 T (732) 537-6200 F (732) 537-6480 www.catalent.comLetter Agreement • September 28th, 2009 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledSeptember 28th, 2009 Company Industry JurisdictionThe purpose of this letter agreement (the “Agreement”) is to confirm the agreement between Catalent Pharma Solutions, Inc. (“Catalent”) and all of its parents, subsidiaries and affiliated companies (together with Catalent, collectively referred to as the “Catalent Group”) and Richard J. Yarwood (referred to as “You”) concerning your termination of employment with the Catalent Group.
AMENDMENT NO. 1 TO THE CREDIT AGREEMENTCredit Agreement • June 7th, 2011 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • New York
Contract Type FiledJune 7th, 2011 Company Industry JurisdictionAMENDMENT NO. 1 TO THE CREDIT AGREEMENT (this “Amendment”), dated as of June 1, 2011 among CATALENT PHARMA SOLUTIONS, INC., a Delaware corporation (the “Borrower”), PTS INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent and Swing Line Lender and each lender party hereto.
AMENDMENT NO. 2 TO THE CREDIT AGREEMENTCredit Agreement • February 24th, 2012 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • New York
Contract Type FiledFebruary 24th, 2012 Company Industry JurisdictionAMENDMENT NO. 2 TO THE CREDIT AGREEMENT (this “Amendment”), dated as of February 17, 2012 among CATALENT PHARMA SOLUTIONS, INC., a Delaware corporation (the “Borrower”), PTS INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent and Swing Line Lender.
LETTER AGREEMENTLetter Agreement • May 11th, 2012 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledMay 11th, 2012 Company Industry JurisdictionReference is made to the Stock Purchase Agreement between Aptuit, LLC, a Delaware limited liability company (“Seller”), and Catalent Pharma Solutions, Inc., a Delaware corporation (“Purchaser”) dated as of August 19, 2011, as amended on January 22, 2012 by the amendment agreement (as so amended, the “Stock Purchase Agreement”). Capitalized terms used in this Letter Agreement (this “Letter Agreement”) and not otherwise defined shall have the meanings set forth or referenced in the Stock Purchase Agreement.
GUARANTY SUPPLEMENTGuaranty Supplement • September 29th, 2008 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • New York
Contract Type FiledSeptember 29th, 2008 Company Industry JurisdictionSUPPLEMENT 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.
Catalent Pharma Solutions, Inc. $350,000,000 7.875% Senior Notes Due 2018 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 18th, 2012 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • New York
Contract Type FiledSeptember 18th, 2012 Company Industry JurisdictionCatalent Pharma Solutions, Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to the several initial purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement, dated as of September 5, 2012 (the “Purchase Agreement”), $350,000,000 aggregate principal amount of its 7.875% Senior Notes due 2018 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by each of the subsidiaries that are party to the Purchase Agreement (collectively, the “Guarantors” and, together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an indenture, to be dated as of September 18, 2012 (the “Indenture”), among the Issuer, the Guarantors and The Bank of New York Mellon, as trustee (the “Trustee”). As an inducement to the Initial Purchasers to purchase the Initial Securities, the Company agrees with the Initial Purchasers, for the benefit of the holders of the Initial
SECURITY AGREEMENT SUPPLEMENTSecurity Agreement Supplement • September 29th, 2008 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations
Contract Type FiledSeptember 29th, 2008 Company IndustrySubsidiary, and the Collateral Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission or other electronic communication shall be as effective as delivery of a manually signed counterpart of this Supplement.
AMENDMENT NO. 5 TO CREDIT AGREEMENT dated as of February 28, 2013 among CATALENT PHARMA SOLUTIONS, INC., PTS INTERMEDIATE HOLDINGS LLC, and the several Loan Parties, Lenders and Agents party hereto, MORGAN STANLEY SENIOR FUNDING, INC., DEUTSCHE BANK...Credit Agreement • March 6th, 2013 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • New York
Contract Type FiledMarch 6th, 2013 Company Industry Jurisdiction
February 28, 2011 Mr. David Heyens c/o Catalent Pharma Solutions, Inc. Somerset, NJ 08873 Dear David:2007 Option Agreement • September 16th, 2011 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledSeptember 16th, 2011 Company Industry JurisdictionAs you are aware, in connection with the grant to you of nonqualified stock options (the “Options”) on May 7, 2007 and October 23, 2009, in each case, under the 2007 PTS Holdings Corp. Stock Incentive Plan, as amended (the “Plan”), you entered into (i) a Nonqualified Stock Option Agreement with PTS Holdings Corp. (the “Company”), effective as of May 7, 2007, as subsequently amended on October 23, 2009 (the “2007 Option Agreement”) and (ii) a Nonqualified Stock Option Agreement with the Company, effective as of October 23, 2009 (the “2009 Option Agreement”).
AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • February 12th, 2010 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations
Contract Type FiledFebruary 12th, 2010 Company IndustryTHIS AMENDMENT (this “Amendment”) is made as of October 23, 2009, between PTS Holdings Corp., a Delaware corporation (hereinafter the “Company”), and the individual named on the signature page hereto (hereinafter the “Participant”).
June 29, 2010 Mr. John R. Chiminski c/o Catalent Pharma Solutions, Inc.Restricted Stock Unit Agreement • July 7th, 2010 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledJuly 7th, 2010 Company Industry Jurisdiction
EMPLOYMENT AGREEMENT (Matthew Walsh)Employment Agreement • February 10th, 2012 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledFebruary 10th, 2012 Company Industry JurisdictionEMPLOYMENT AGREEMENT (the “Agreement”) dated as of October 11, 2011 and effective as of September 26, 2011 (the “Effective Date”) by and between Catalent Pharma Solutions, Inc. (together with its successors and assigns, “Catalent”) and Matthew Walsh (“Executive”).
October 30, 2009 Mr. John R. ChiminskiCatalent Pharma Solutions, Inc. • February 12th, 2010 • Pharmaceutical preparations • Delaware
Company FiledFebruary 12th, 2010 Industry Jurisdiction
SENIOR UNSECURED TERM LOAN AGREEMENT Dated as of April 29, 2013 among CATALENT PHARMA SOLUTIONS, INC., as Borrower, THE GUARANTORS LISTED HEREIN as Guarantors, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and THE OTHER LENDERS PARTY...Senior Unsecured Term Loan Agreement • May 2nd, 2013 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • New York
Contract Type FiledMay 2nd, 2013 Company Industry JurisdictionThis SENIOR UNSECURED TERM LOAN AGREEMENT (“Agreement”) is entered into as of April 29, 2013, among CATALENT PHARMA SOLUTIONS, INC. (the “Borrower”), a Delaware corporation, the Guarantors (as defined herein) party hereto, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
ContractRestricted Stock Unit Agreement • February 12th, 2010 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledFebruary 12th, 2010 Company Industry JurisdictionTHIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made effective as of (the “Date of Grant”), by and between PTS Holdings Corp. (together with its successors and assigns, the “Company”) and John R. Chiminski (the “Participant”).
December 12, 2011 Mr. John R. Chiminski c/o Catalent Pharma Solutions, Inc.Catalent Pharma Solutions, Inc. • February 10th, 2012 • Pharmaceutical preparations • Delaware
Company FiledFebruary 10th, 2012 Industry Jurisdiction
STOCK INCENTIVE PLANStock Incentive Plan • September 10th, 2013 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledSeptember 10th, 2013 Company Industry JurisdictionTHIS AGREEMENT (the “Agreement”), is made effective as of June [ ], 2013 (the “Date of Grant”), between PTS Holdings Corp. (together with its successors and assigns, the “Company”) and the Chief Executive Officer (the “Participant”).
ADDITIONAL RESTRICTED SUBSIDIARY INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENTAdditional Restricted Subsidiary • September 29th, 2008 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations
Contract Type FiledSeptember 29th, 2008 Company IndustrySUPPLEMENT 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.
AMENDMENT AGREEMENTAmendment Agreement • May 11th, 2012 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledMay 11th, 2012 Company Industry JurisdictionAMENDMENT AGREEMENT dated as of January 22, 2012 (“Amendment Agreement”), between Aptuit, LLC, a Delaware limited liability company (“Seller”), and Catalent Pharma Solutions Inc., a Delaware corporation (“Purchaser” and, together with Seller, the “Parties”). Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Stock Purchase Agreement, and all rules as to interpretation and usage set forth in the Stock Purchase Agreement shall apply to this Amendment Agreement.
ContractRestricted Stock Unit Agreement • May 13th, 2014 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledMay 13th, 2014 Company Industry JurisdictionTHIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made effective as of [_______ __, ____], by and between Catalent, Inc. (f/k/a PTS Holdings Corp.)(together with its successors and assigns, the “Company”) and Matthew Walsh (the “Participant”).
AMENDMENT NO. 3 TO THE CREDIT AGREEMENTCredit Agreement • March 2nd, 2012 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • New York
Contract Type FiledMarch 2nd, 2012 Company Industry JurisdictionThis 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”).
EMPLOYMENT AGREEMENT (Thomas Stuart)Employment Agreement • June 11th, 2008 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • New Jersey
Contract Type FiledJune 11th, 2008 Company Industry JurisdictionEMPLOYMENT AGREEMENT (the “Agreement”) dated as of June 9, 2008 by and among PTS Holdings Corp. (“Holdings”), Catalent Pharma Solutions, Inc. (the “Operating Company,” and collectively with Holdings, the “Companies”) and Thomas Stuart (the “Executive”).
EMPLOYMENT AGREEMENT (Matthew Walsh)Employment Agreement • September 4th, 2012 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledSeptember 4th, 2012 Company Industry JurisdictionEMPLOYMENT AGREEMENT (the “Agreement”) dated as of October 11, 2011 and effective as of September 26, 2011 (the “Effective Date”) by and between Catalent Pharma Solutions, Inc. (together with its successors and assigns, “Catalent”) and Matthew Walsh (“Executive”).
STOCK PURCHASE AGREEMENT between APTUIT, LLC, and CATALENT PHARMA SOLUTIONS, INC. Dated as of August 19, 2011Stock Purchase Agreement • September 16th, 2011 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledSeptember 16th, 2011 Company Industry JurisdictionSTOCK PURCHASE AGREEMENT dated as of August 19, 2011 (this “Agreement”), between APTUIT, LLC, a Delaware limited liability company (“Seller”) and CATALENT PHARMA SOLUTIONS, INC., a Delaware corporation (“Purchaser”). Any capitalized term used herein but not defined in a provision in which such term is used shall have the meaning ascribed to such term in Section 12.06(b).
April 4, 2008 Mr. David A. EatwellRelease and Waiver of Claims • April 9th, 2008 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • New Jersey
Contract Type FiledApril 9th, 2008 Company Industry Jurisdiction
STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENTStock Incentive Plan • February 12th, 2010 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledFebruary 12th, 2010 Company Industry JurisdictionTHIS AGREEMENT (the “Agreement”), is made effective as of (the “Date of Grant”), between PTS Holdings Corp. (together with its successors and assigns, the “Company”) and John R. Chiminski (the “Participant”).
EMPLOYMENT AGREEMENT (John R. Chiminski)Employment Agreement • March 5th, 2009 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledMarch 5th, 2009 Company Industry JurisdictionEMPLOYMENT AGREEMENT (the “Agreement”) dated as of February 23, 2009 (the “Effective Date”) by and among PTS Holdings Corp. (together with its successors and assigns, “Holdings”), Catalent Pharma Solutions, Inc. (together with its successors and assigns, “Catalent,” and collectively with Holdings, the “Companies”) and John R. Chiminski (“Executive”).
AMENDMENT NO. 4 TO THE CREDIT AGREEMENTCredit Agreement • May 3rd, 2012 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • New York
Contract Type FiledMay 3rd, 2012 Company Industry JurisdictionAMENDMENT NO. 4 TO THE CREDIT AGREEMENT (this “Amendment”), dated as of April 27, 2012 among CATALENT PHARMA SOLUTIONS, INC., a Delaware corporation (the “Borrower”), PTS INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent and Swing Line Lender and each lender party hereto.