SEC Info - Scherer R P International Corp - ‘10-Q’ for 12/31/93

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Scherer R P International Corp – ‘10-Q’ for 12/31/93 – EX-4.1

As of: Monday, 2/14/94 · For: 12/31/93 · Accession #: 950124-94-291 · File #: 1-10872

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/14/94  Scherer R P International Corp    10-Q       12/31/93    2:73K                                    Bowne - Bde

Quarterly Report — Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      15     93K 
 2: EX-4.1      Instrument Defining the Rights of Security Holders    17     44K

EX-4.1 — Instrument Defining the Rights of Security Holders
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Banks
1	1st Page - Filing Submission
12	Banks

EX-4.1 1st Page of 17 TOC ↑Top Previous Next ↓Bottom Just 1st
 

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R.P. SCHERER INTERNATIONAL CORPORATION

THIRD AMENDMENT TO CREDIT AGREEMENT,
FIRST AMENDMENT TO PARENT GUARANTY
AND COMPANY GUARANTY, SECOND AMENDMENT TO 
PERMITTED BORROWERS GUARANTY AND
RELEASE OF COLLATERAL 

DATED AS OF JANUARY 12, 1994

NBD BANK, N.A. and COMERICA BANK, AS AGENTS 
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EX-4.1 2nd Page of 17 TOC 1st Previous Next ↓Bottom Just 2nd
THIRD AMENDMENT TO CREDIT AGREEMENT,
FIRST AMENDMENT TO PARENT GUARANTY
AND COMPANY GUARANTY, SECOND AMENDMENT TO 
PERMITTED BORROWERS GUARANTY AND
RELEASE OF COLLATERAL 

       THIS THIRD AMENDMENT ("Third Amendment") is made as of this 12th day of
January, 1994 by and among R.P.Scherer International Corporation, a Delaware    
corporation ("Company"), the undersigned Permitted Borrowers, Comerica Bank, a  
Michigan banking corporation, successor by merger to Manufacturers Bank, N.A.   
("Comerica"), NBD Bank, N.A., ("NBD"), Societe Generale ("SocGen"), The Bank of 
Nova Scotia ("ScotiaBank") and ABN AMRO Bank N.V. ("ABN Amro") (individually,   
"Bank," and collectively "Banks"), NBD Bank, N.A., as administrative agent for  
the Banks (in such capacity, "Administrative Agent"), and Comerica Bank, a      
Michigan banking corporation, successor by merger to Manufacturers Bank, N.A.,  
as collateral and documentation agent for the Banks (in such capacity,          
"Collateral Agent").                                                            

RECITALS:                                                                       

A. Company, the Permitted Borrowers (excluding Scherer Italy),  
Administrative Agent, Collateral Agent and the Banks, other than ABN Amro       
(collectively, the "Prior Banks"), entered into that certain R.P. Scherer       
International Corporation $120,000,000 Credit Agreement dated as of June 29,    
1992 ("Credit Agreement") under which the Prior Banks committed to extend       
credit to the Company and the Permitted Borrowers (excluding Scherer Italy) on  
the terms set forth therein.                                                    

     B. Pursuant to the First Amendment to Credit Agreement and Release of
Guaranty dated as of October 30, 1992 ("First Amendment") by and among Company, 
the Permitted Borrowers (excluding Scherer Italy), Banks and the Agents, the    
parties thereto agreed to amend certain provisions of the aforesaid Credit      
Agreement to provide for the addition of ABN Amro (as a Bank) to such Credit    
Agreement and the Loan Documents and to make certain other changes to such      
Credit Agreement and the Loan Documents.                                        

   C. Pursuant to the Second Amendment to Credit Agreement dated as of
June 30, 1993 ("Second Amendment" and, together with the First Amendment, the   
"Amendments") by and among Company, the Permitted Borrowers, Scherer Italy,     
Banks and the Agents, the parties thereto consented to the Italian Acquisition  
and agreed to amend certain provisions of the aforesaid Credit Agreement        
(hereinafter, as amended by the Amendments, the "Credit Agreement") in order to 
accommodate such acquisition and to add Scherer Italy as a Permitted Borrower   
thereunder.                                                                     

       D. In accordance with that certain commitment letter dated November 24,
1993 and issued to the Company by the Agents, for                               

EX-4.1 3rd Page of 17 TOC 1st Previous Next ↓Bottom Just 3rd
themselves and for and on behalf of the Banks (the "1993 Commitment"), Agents   
and the Banks have agreed to the release and discharge of the mortgages,        
security agreements, collateral assignments, stock pledges and other Collateral 
provided by the Company, the Permitted Borrowers and the Parent under the       
Credit Agreement and the other Loan Documents, on the terms and conditions set  
forth in the 1993 Commitment.                                                   

       E. For purposes of releasing and discharging the Collateral and setting
forth the amendments to the Credit Agreement and certain Loan Documents         
required to be made pursuant to the 1993 Commitment, Company, Parent, the       
undersigned Permitted Borrowers, Agents and the Banks have entered into this    
Third Amendment.                                                                

    NOW THEREFORE, Company, Parent, the undersigned Permitted Borrowers,
Agents and the Banks agree:                                                     

       1. Agents and the Banks hereby agree that, on the Effective Date hereof
(as defined below), the liens, mortgages, security interests, collateral        
assignments, stock pledges and other collateral established by the Loan         
Documents listed on the attached Exhibit "A" (collectively, the "Collateral")   
shall be fully and irrevocably released and discharged; provided, however, that 
nothing contained herein shall be deemed to limit, reduce, abrogate or          
otherwise affect the Indebtedness or the Company Guaranty, the Parent Guaranty, 
the Permitted Borrowers Guaranty or the German Guaranty (delivered under the    
First Amendment), all of which guaranties shall remain in full force and        
effect, as amended hereby.                                                      

     2. Promptly following the Effective Date hereof, the Collateral Agent
shall undertake to use such good faith, diligent efforts to file or record such 
discharges, releases, terminations or other instruments as may be reasonably    
required to evidence or further effectuate the discharge and release of the     
Collateral and shall return to Company, on its own behalf and on behalf of the  
Permitted Borrowers, all Collateral in its possession, including, without       
limitation, those share certificates listed on the attached Exhibit "B."  All   
costs and expenses of the Collateral Agent relating to the discharge and        
release of the Collateral shall be paid by the Company and the Permitted        
Borrowers on demand pursuant to Section 12.5 of the Credit Agreement,           
including, without limitation, all recording fees, filing fees, notarial fees,  
taxes and reasonable fees and expenses of counsel.  Furthermore, Company and    
the Permitted Borrowers shall execute and deliver, or cause to be executed and  
delivered, such documents or instruments as reasonably determined by Collateral 
Agent to be necessary or appropriate in connection with the release and         
discharge of the Collateral hereunder.                                          

  3. Section 1 of the Credit Agreement is hereby amended as follows:

2 

EX-4.1 4th Page of 17 TOC 1st Previous Next ↓Bottom Just 4th
(a)  Section 1.22 is deleted.                   

            (b)  Section 1.26 is amended and restated in its entirety as
follows:                                                                        

              "1.26  `Company Collateral Documents' shall mean the
Company Guaranty."                                                  

      (c)  Section 1.67 is amended to replace the words "the
Collateral, any Material Property" (in the sixth and seventh lines thereof)     
with the words "any property owned or occupied by the Company or any of its     
Subsidiaries."                                                                  

        (d)  Section 1.84 is amended to delete the last sentence
thereof.                                                                        

            (e)  Section 1.86 is amended and restated in its entirety as
follows:                                                                        

                "Section 1.86 `Material Property' shall mean any
              property, whether personal or real, owned, leased or
                   otherwise used from time to time by the Company or any of
                 its Subsidiaries which is material to the operations of
              the Company and its Subsidiaries, taken as a whole."

            (f)  Section 1.97 is amended and restated in its entirety as
follows:                                                                        

                   "1.97  `Parent Collateral Documents' shall mean the
Parent Guaranty."                     

             (g)  Section 1.103 is amended and restated in its entirety as
follows:                                                                        

                  "1.103  `Permitted Borrowers Collateral Documents'
       shall mean the Permitted Borrowers Guaranty."

            (h)  Section 1.107(b) is amended by deleting from subsection
(i) thereof, following the words "Scherer S.A.", the phrase "of property        
encumbered in favor of the Banks at the time of such disposition" and deleting  
from subsection (ii) thereof, following the words "Scherer Italy", the phrase   
"of property encumbered in favor of the Banks at the time of such disposition." 

            (i)  Section 1.07(e) is amended by deleting from clause (ii)
thereof the words ", subject to the pledge of such shares in favor of the       
Banks".                                                                         

3 

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      (j)  Section 1.108(a) is amended by deleting the text and replacing it
with the word "[Reserved]."                                                     

    (k)  Section 1.108(b) is amended by changing the comma following the
word "GAAP" in the fifth line thereof to a semi-colon and deleting the          
remainder of said subsection.                                                   

       (l)  Section 1.110(b) is amended by adding a semi-colon after the words
"Loan Documents" in the tenth line thereof and deleting the remainder of said   
subsection.                                                                     

    (m)  Section 1.144 is deleted and replaced by the word "[Reserved]."

  4. Section 4 of the Credit Agreement is hereby amended as follows:

      (a)  Section 4.3 is amended to delete the last seventeen lines of said
            Section, beginning with the words "In addition" (in the tenth line
thereof).                                             

     (b)  Section 4.4 is amended to delete the last eighteen lines of said
          Section, beginning with the words "In addition" (in the eleventh
line thereof).                                        

  5. Section 5 of the Credit Agreement is hereby amended as follows:

    (a)  Section 5.4 is amended and restated in its entirety as follows:

           "5.4  Title to Property - Company. The Company has good and
valid title to the Material Property owned by the Company."                     

    (b)  Section 5.5 is amended and restated in its entirety as follows:

              "5.5  Title to Property - Permitted Borrowers and Parent. Each
            of the Permitted Borrowers and the Parent has good and valid title
to the Material Property owned by it."                

    (c)  Section 5.6 is amended and restated in its entirety as follows:

              "5.6  Encumbrances. There are no security interests in, Liens,
           mortgages or other encumbrances on and no financing statements on
file with respect to any property of Company,         

4 

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          Parent or any of the Permitted Borrowers, except for those Liens
permitted under Section 7.5 hereof."                  

     (d)  Clause (ii) of the first sentence of Section 5.16 is amended and
restated in its entirety as follows:                                            

              "(ii) by the Parent and each of the Permitted Borrowers of
the Loan Documents to which they are a party."        

    6.   Section 6 of the Credit Agreement is hereby amended as follows:

     (a)  Section 6.10 is amended and restated in its entirety as follows:

              "6.10  Further Assurances.  Execute and deliver or cause to be
    executed  and delivered within a reasonable time following
        Collateral Agent's request, and at the Company's expense, such
           other documents or instruments as Collateral Agent may reasonably
           require to effectuate more fully the purposes of this Agreement."

   (b)  Section 6.11 is deleted and replaced by the word "[Reserved]."

      (c)  Section 6.12 is amended and restated in its entirety, as follows:

      "6.12  Indemnification.   With respect to the Company,
       indemnify and save each Agent and the Banks harmless from all
         reasonable loss, cost, damage, liability or expenses, including
           reasonable attorneys' fees and disbursements, incurred by each of
      the Agents and the Banks by reason of an Event of Default or
   enforcing the obligations of the Company or the Permitted
            Borrowers under this Agreement or in the prosecution or defense of
          any action or proceeding concerning any matter growing out of or
           connected with this Agreement or any of the Loan Documents or any
        mortgage or security agreement released by Agents or the Banks
       from time to time hereunder; and, with respect to each of the
          Permitted Borrowers, indemnify and save each Agent and the Banks
       harmless from all reasonable loss, cost, damage, liability or
           expenses, including reasonable attorneys' fees and disbursements,
        incurred by each of the Agents and the Banks with respect to a
          Permitted Borrower by reason of an Event of Default or enforcing
the obligations of the Permitted Borrowers under this 

5 

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          Agreement or the Loan Documents or in the prosecution or defense
          of any action or proceeding concerning any matter growing out of
          or connected with this Agreement or any of the Loan Documents or
            any mortgage or security agreement released by Agents or the Banks
from time to time hereunder."                         

(d)  Clause (ii) of Section 6.13 is amended and restated in its 
entirety as follows:                                                            

               "(ii) by each of the Permitted Borrowers, of this Agreement
and the Loan Documents."                              

     (e)  Section 6.14 is amended and restated in its entirety as follows:

       "6.14  Insurance. Maintain insurance coverage on its physical
assets and against other business risks in such amounts and of  
  such types as are customarily carried by companies similar in size
and nature, and in the event of any acquisition of additional   
property, real or personal, or of the incurrence of additional  
risks of any nature, increase such insurance coverage in such   
manner and to such extent as prudent business judgment and then 
current practice would dictate."                                

     (f)  Section 6.17 is deleted and replaced with the word "[Reserved]."

       (g)  Section 6.18 is amended to delete the phrase "to execute on behalf
of the Company, or any of the Permitted Borrowers, as the case may be, any      
financing statements, amendments, subordinations or other filings pursuant to   
this Agreement or any of the Loan Documents," beginning on the twenty-first     
line thereof, to change the semi-colon following the words "and the Loan        
Documents" in line thirty-six thereof to a period, and to delete the remainder  
of said section.                                                                

     (h)  Section 6.19 is amended and restated in its entirety as follows:

 "6.19  Special Covenants Regarding Italian Acquisition.
Provided that the Italian Acquisition is consummated, within    
forty-five (45) days of such consummation, Company shall cause  
Scherer Italy (i) to commence, or cause to be commenced, by     
appropriate proceedings under applicable law, the Italian Merger
 and shall cause such merger to be completed as soon as reasonably
practicable, but in no event later than March 31, 1994; and (ii)
to deliver or cause to be delivered to Collateral               

6 

EX-4.1 8th Page of 17 TOC 1st Previous Next ↓Bottom Just 8th
    Agent, with sufficient copies for each Bank, Environmental
           Questionnaires for Pharmagel Italy and for Pharmagel France dated
           after the date of the Italian Acquisition, such questionnaires to
   contain responses consistent with the representations and
warranties provided under this Agreement and otherwise
       satisfactory in form and substance to Agents and the Majority
Banks."                                               

    7.   Section 7 of the Credit Agreement is hereby amended as follows:

 (a)  Section 7.1(a) is amended by adding the word "or" at the end
thereof.                                              

(b)  Section 7.1(b) is deleted.                                 

(c)  Section 7.1(c) is redesignated as Section 7.1(b).          

(d)  Section 7.5(c) is amended in its entirety as follows:      

  "(c) Liens securing any other indebtedness permitted under Section
7.4(d) hereof;"                                                                 

  8. Section 8 of the Credit Agreement is hereby amended as follows:

     (a)  Section 8.4 is amended to delete (in the tenth line thereof) the
words "contemplated by or."                           

     (b)  Section 8.6 is deleted, and the text of such Section replaced by
the word "[Reserved]."                                

 (c)  Section 8.7 is amended to delete the second to last sentence
           thereof beginning (in the thirty-sixth line of said Section) with
        the words "The Company" and ending (in the forty-third line of
said Section) with the words "Event of Default)."     

  9. Section 9 of the Credit Agreement is hereby amended as follows:

      (a)  Section 9.2 is amended to change the caption of said section from
"Application of Proceeds of Collateral." to "Application of Proceeds.", to      
delete (in the second and third lines of said section) the words "the proceeds  
of any of the Collateral, together with", and to delete the parenthetical       
phrase, "(to the extent secured by the Collateral in accordance with the Loan   
Documents)" beginning on line seven thereof.                                    

7 

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   (b)  Sections 9.4 and 9.5 are deleted, and the text of each Section
replaced by the word "[Reserved]."                                              

     10.  Section 12.3 of the Credit Agreement is hereby amended to delete
the words (beginning in the fourth line thereof) "except to the extent that the 
Uniform Commercial Code, other personal property law or real property law of a  
jurisdiction where Collateral is located is applicable and".                    

11.  The Company Guaranty, the Parent Guaranty and the Permitted
Borrowers Guaranty (as amended) are hereby amended as follows:                  

       (a)  The words "among other Collateral," in the fifth line of paragraph
B of the recitals in each such guaranty are deleted.                            

  (b)  Section 5 of the Company Guaranty and the Permitted Borrowers
Guaranty is deleted and Section 8 of the Parent Guaranty is deleted, in each    
case replaced by the word "[Reserved].".                                        

   12.  This Third Amendment shall become effective only upon the date
("Effective Date") of the satisfaction by the Company and the Permitted         
Borrowers (as determined by the Banks) of the following conditions:             

       (a)  Collateral Agent shall have received counterpart originals of this
Third Amendment, duly executed and delivered and in form satisfactory to Agents 
and the Banks;                                                                  

      (b)  Collateral Agent shall have received from Company and each of the
Permitted Borrowers (other than Scherer S.A.) copies, certified by a duly       
authorized officer to be true and complete as of the date hereof, of records of 
all action taken by such parties, to authorize (i) the execution and delivery   
of this Third Amendment and all other documents, certificates and instruments   
executed or to be executed by each such party hereunder, and (ii) the           
performance of all of the obligations of each such party under this Third       
Amendment and each of such other documents, certificates and instruments;       

(c)  Collateral Agent shall have received satisfactory written  
confirmation that the Company's implied senior debt rating from Standard &      
Poor's is not less than BBB-;                                                   

(d)  As of the date on which this Third Amendment is to become  
effective (according to the terms hereof), no Event of Default has occurred and 
is continuing under the Credit Agreement, and no material adverse change in the 
financial condition of the Company and its Subsidiaries has occurred since the  
date of the most recent financial statements required to be delivered by        
Company under the Credit Agreement; and                                         

8 

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   (e)  Company, Parent and each of the Permitted Borrowers shall have
executed and/or delivered such other confirmations, documents and instruments   
as necessary or appropriate in connection with this Third Amendment, and the    
transactions incident thereto, as reasonably requested by Agents or the Banks.  

If the foregoing conditions have not been satisfied or waived on or before      
February 15, 1994, this Third Amendment shall be of no further force and        
effect.                                                                         

      13.  Scherer S.A. shall deliver or cause to be delivered to Collateral
Agent, on or before February 15, 1994, the authorizing documentation            
(applicable to it) referred to in subparagraphs (i) and (ii) of paragraph       
10(b), above, and the failure to deliver such documentation will constitute an  
additional Event of Default under the Credit Agreement.  Until such             
documentation has been received by Collateral Agent, Scherer S.A. shall not     
request, or be entitled to request, Advances under the Credit Agreement.        

    14.  Each of the Company and the Permitted Borrowers hereby ratifies
and confirms, as of the date hereof (after giving effect to this Third          
Amendment), each of the representations and warranties set forth in Sections    
5.1 through 5.21, inclusive, of the Credit Agreement as amended by this         
Amendment, and certifies that there is no Event of Default in existence, and no 
event which, with the giving of notice or the lapse of time, or both, would     
constitute an Event of Default.                                                 

  15.  Except as specifically set forth herein, this Third Amendment
shall not be deemed to amend or alter in any respect the terms and conditions   
of the Credit Agreement, any of the Notes issued thereunder, or any of the      
other Loan Documents, or to constitute a waiver by Banks or Agents of any right 
or remedy under the Credit Agreement, any of the Notes issued thereunder or any 
of the other Loan Documents.                                                    

   16.  Unless otherwise expressly defined to the contrary herein, all
capitalized terms used in this Third Amendment shall have the meaning set forth 
in the Credit Agreement.                                                        

       17.  This Third Amendment may be executed in counterpart, in accordance
with Section 12.10 of the Credit Agreement.                                     

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    IN WITNESS WHEREOF, Company, Parent, Permitted Borrowers, the Banks,
and Agents have each caused this Third Amendment to be executed by their        
respective duly authorized officers or agents, as applicable, and delivered as  
of the date set forth above.                                                    

COMERICA BANK, successor by             R.P. SCHERER INTERNATIONAL              
merger to Manufacturers                 CORPORATION                         
Bank, N.A., as Collateral                                                   
Agent                                                                       

By: /s/ D. MCCANN                       By: /s/ NICOLE S. WILLIAMS              

Its: Assistant Vice President           Its: Chief Financial Officer            

                        R.P. SCHERER CORPORATION

                          By: /s/ NICOLE S. WILLIAMS

                            Its: Chief Financial Officer

NBD BANK, N.A., as                                                              
Administrative Agent                    F&F HOLDING GMBH                        

By: /s/ KENNETH R. EHRHARDT             By: /s/ NICOLE S. WILLIAMS              

Its: Vice President                     Its: Attorney-in-Fact                   

R.P. SCHERER LIMITED                    R.P. SCHERER CANADA INC.                

By: /s/ NICOLE S. WILLIAMS              By: ALEKSANDAR ERDELJAN                 

Its: Attorney-in-Fact                   Its: Vice President                     

10

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SCHERER DDS LIMITED                     R.P. SCHERER HOLDINGS LTD.              

By: /s/ NICOLE S. WILLIAMS              By: /s/ NICOLE S. WILLIAMS              

Its: Atrorney-in-Fact                   Its: Attorney-in-Fact                   

R.P. SCHERER HOLDINGS PTY. LTD.         R.P. SCHERER PTY. LTD.                  

By: /s/ NICOLE S. WILLIAMS              By: /s/ NICOLE S. WILLIAMS              

Its: Atrorney-in-Fact                   Its: Attorney-in-Fact                   

R.P. SCHERER S.A.                       R.P. SCHERER S.p.A.                     

By: /s/ NICOLE S. WILLIAMS              By: /s/ NICOLE S. WILLIAMS              

Its: Atrorney-in-Fact                   Its: Attorney-in-Fact                   

BANKS:                                                                          

NBD BANK, N.A.                          COMERICA BANK, successor by             
                             merger to Manufacturers Bank,
    N.A.

By: KENNETH R. EHHARDT                  By: PHYLLIS D. MCCANN                   

Its: Vice President                     Its: Assistant Vice President           

THE BANK OF NOVA SCOTIA                 SOCIETE GENERALE                        

By: F.C.H. ASHBY                        By: /s/ CLAUDE GARSIN                   

Its: Senior Manager Loan Operations     Its: Vice President                     

11

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                  ABN AMRO BANK N.V.

                   By: ROBERT J. GRAFF

                   Its: Vice President

                       By: BERNARD J. MCGULGAN

                   Its: Vice President

12

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EXHIBIT A 

TO THIRD AMENDMENT

LOAN DOCUMENTS TO BE DISCHARGED 

A.      Parent Collateral Documents                                             

1.   Parent Stock Pledge                                        

B.      Company Collateral Documents                                            

    2.   Company Stock Pledge and Security Agreement (covering Company's
share capital in Domestic Subsidiaries)               

3.   Australian Share Mortgage (First Company Pledge)           

4.   Australian Share Mortgage (Second Company Pledge)          

5.   Canadian Securities Pledge Agreement (First Pledge)        

a.  PPSA financing statement                          

6.   Canadian Securities Pledge Agreement (Second Pledge)       

7.   English Share Charge (First Charge)                        

8.   English Share Charge (Second Charge)                       

     9.   Company Stock Pledge (100%) (covering Company's share capital in
Scherer S.A. and R.P. Scherer K.K.)                   

a.  Contrat De Nantissement D'Actions                 

b.  Declaration De Gage                               

c.  Attestation De Constitution De Gage               

   10.   Company Stock Pledge (65%) (covering Company's share capital in
Scherer S.A. and R.P. Scherer K.K.)                   

    11.   Company Stock Pledge (100%) (covering Company's share capital in
Scherer Italy)                                        

   12.   Company Stock Pledge (65%) (covering Company's share capital in
Scherer Italy)                                        

13.   Pinellas County, Florida Mortgage and Security Agreement    

14.   Financing Statements                                        

a.  Michigan Secretary of State                       

b.  Pinellas County, Florida                          

EX-4.1 15th Page of 17 TOC 1st Previous Next ↓Bottom Just 15th
c.  Florida Secretary of State                                  

d.  New Jersey Secretary of State                               

e.  Utah Secretary of State                                     

C. Permitted Borrower Collateral Documents                                      

English Collateral Documents                                    

15.  Debenture (RPS Limited)                                              

16.  Debenture (Scherer Holdings Ltd.)                                    

French Collateral Documents                                     

17.  Mortgage (Hypotheque)                                                

18.  Pledge of Going Business Activity (Nantissement de Fonds de Commerce)

19.  Security Assignment (Cession a titre de garantie) over Accounts      
Receivable (Creances professionnelles)                          

Canadian Collateral Documents                                   

20.  Demand Debenture                                                     

a.   PPSA Financing Statement                                   

21.  Debenture Pledge Agreement                                           

22.  Charge/Mortgage of Land                                              

23.  General Assignment of Book Debts                                     

Australian Collateral Documents                                 

24.  Deed of Charge (Scherer Pty.)                                        

25.  Deed of Charge (Scherer Holdings Pty.)                               

26.  Wells Road Victoria, Australia Real Property Mortgage                

27.  Stafford Street Victoria, Australia Real Property Mortgage           

Scottish Collateral Documents                                   

28.  Charge                                                               

29.  Standard Security                                                    

EX-4.1 16th Page of 17 TOC 1st Previous Next ↓Bottom Just 16th

EXHIBIT B 

TO THIRD AMENDMENT

SHARE CERTIFICATES

1. R.P. Scherer International Corporation - Certificate No. XI (1,000 shares)   

2. R.P.S. Hardcapsule, Inc.                                                     

Certificate No. 1 (250 shares)                                  
Certificate No. 2 (2,250 shares)                                

3. R.P.S. Hardcapsule (West) - Certificate No. 1 (1,000 shares)                 

4. The LVC Corporation - Certificate No. 2 (1,000 shares)                       

5. Science Labs, Inc. - Certificate No. 18 (1,000 shares)                       

6. Paco Pharmaceutical Services, Inc. - Certificate No. 2 (1,000 shares)        

7. Gelatin Products International, Inc. Certificate                             

8. R.P. Scherer Canada, Inc.                                                    

Certificate No. 4 (978 1/4 shares)                              
Certificate No. 5 (526 3/4 shares)                              

9. R.P. Scherer Limited -                                                       

Certificate No. 21 (10,000 shares)                              
Certificate No. 81 (101,669 shares)                             
Certificate No. 82 (1 share)                                    

10.  R.P. Scherer Holdings Ltd. -                                               

Certificate No. 2 (1 share)                                     
Certificate No. 3 (16,900,000 shares)                           
Certificate No. 4 (1 share)                                     

11.  R.P. Scherer K.K. -                                                        

Certificate No. 1 (37,500 shares)                               
Certificate No. 2 (15,000 shares)                               
Certificate No. 3 (22,500 shares)                               
Certificate No. 4 (20,000 shares)                               
Certificate No. 5 (224,000 shares)                              
Certificate No. 6 (25,000 shares)                               
Certificate No. S-1 (500,000 shares)                            
Certificate No. T-1 (100,000 shares)                            
Certificate No. S-2 (500,000 shares)                            
Certificate No. T-2 (100,000 shares)                            

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Certificate No. U-1 (20,000 shares)                             
Certificate No. U-2 (20,000 shares)                             
Certificate No. U-3 (20,000 shares)                             
Certificate No. U-4 (20,000 shares)                             
Certificate No. U-5 (20,000 shares)                             
Certificate No. U-6 (20,000 shares)                             

12.  R.P. Scherer Holdings Pty. Ltd. -                                          

Certificate No. H6 (5,655,000 shares)                           
Certificate No. H7 (3,045,001 shares)                           
Certificate No. H8 (1 share)                                    

13.  Scherer Italy Certificates                                                 

Certificate Nos. 1-20 and 34-42 (5400 shares)

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-Q’ Filing	Date	First	Last	Other Filings

	3/31/94	7		10-K
	2/15/94	10
Filed on:	2/14/94
	1/12/94	1
For Period End:	12/31/93
	11/24/93	2
	6/30/93	2
	10/30/92	2
	6/29/92	2
				List all Filings

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Filing Submission 0000950124-94-000291 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Scherer R P International Corp – ‘10-Q’ for 12/31/93 – EX-4.1

As of: Monday, 2/14/94 · For: 12/31/93 · Accession #: 950124-94-291 · File #: 1-10872

Previous ‘10-Q’: None · Next: ‘10-Q’ on 8/12/94 for 6/30/94 · Latest: ‘10-Q’ on 2/14/95 for 12/31/94

Quarterly Report — Form 10-QFiling Table of Contents

EX-4.1 — Instrument Defining the Rights of Security HoldersExhibit Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Quarterly Report — Form 10-Q
Filing Table of Contents

EX-4.1 — Instrument Defining the Rights of Security Holders
Exhibit Table of Contents