<PAGE>

                                                                     Exhibit 4.2

                                   Schedule 3

                             DATED 30 October 1997

                           CHIREX (HOLDINGS) LIMITED
                                  as Borrower


                            CHIREX (DUDLEY) LIMITED
                             CHIREX (ANNAN) LIMITED
                        as Guarantors and WCP Borrowers

                               CHIREX AMERICA INC
                          CHIREX TECHNOLOGY CENTER INC
                                  CHIREX INC.
                                 as Guarantors

                         NATIONAL WESTMINSTER BANK PLC

                                  as Arranger

                         NATIONAL WESTMINSTER BANK PLC
                                    as Agent

                             BANKERS TRUST COMPANY
                               as Security Agent

                                      and


                          THE LENDERS DESCRIBED HEREIN


                              FACILITIES AGREEMENT

                                 GBP 55,000,000





                                  LINKLATERS

                                One Silk Street
                                London EC2Y 8HQ

                            Tel: (44-171) 456 2000



<PAGE>

This Agreement ("Agreement") is made on 30 October 1997

AMONG:

(1)  CHIREX (HOLDINGS) LIMITED, a limited company organised under the laws of
     England with registered number 3080257 with its registered office at
     Dudley, Cramlington, Northumberland NE23 7QG;

(2)  CHIREX INC., a corporation organised under the laws of the State of
     Delaware with its principal office at 300 Atlantic Street, Suite 402,
     Stamford, CT 06901, U.S.A. CHIREX AMERICA INC., a corporation organised
     under the laws of the state of Delaware with its principal office at 300
     Atlantic Street, Suite 402, Stamford, CT 06901, U.S.A. and CHIREX
     TECHNOLOGY CENTER INC, a corporation organised under the laws of the State
     of Delaware with its principal office at 300 Atlantic Street, Suite 402,
     Stamford, CT 06901, U.S.A.

(3)  CHIREX (DUDLEY) LIMITED, a limited company organised under the laws of
     England with registered number 857670 with its registered office at Dudley,
     Cramlington, Northumberland NE23 7QG, and CHIREX (ANNAN) LIMITED, a limited
     company organised under the laws of England with registered number 3417229
     with its registered office at Dudley, Cramlington, Northumberland NE23 7QG;

(4)  NATIONAL WESTMINSTER BANK PLC, as Arranger;

(5)  NATIONAL WESTMINSTER BANK PLC, as Agent;

(6)  BANKERS TRUST COMPANY, as Security Agent; and

(7)  THE LENDERS DESCRIBED HEREIN.

It is agreed as follows:

1  INTERPRETATION

1.1 Definitions

    In this Agreement, unless the context requires otherwise, the following
    expressions shall have the following meanings:

    "Accountants' Report" means the reports prepared by Arthur Andersen relating
    to analysis of costs of certain operations in the U.K. of the ChiRex Group,
    together with the letter in respect thereof dated 16 October 1997, each
    addressed to and for the benefit of, inter alia, the Finance Parties;

    "Achievement Date" means the later of (i) 31 December 1998 or (ii) the first
    Accounting Quarter end following the date of this Agreement as at which the
    Total Debt/EBITDA Ratio, calculated as provided in Clause 13.4, is 2:1 or
    lower;

    "Accounting Quarter" means, subject to Clause 13.3, each successive fiscal
    period of the ChiRex Group consisting of three consecutive months;

    "Accounting Reference Period" means each successive financial year of the
    ChiRex Group ending on or about 31 December, as such ending date may be
    altered in accordance with Clause 13.3;
<PAGE>

    "Advance" means the principal amount of the borrowing made or to be made by
    the Borrower on a Drawdown Date under any of the Facilities (and includes a
    WCP Advance) or, as the context requires, the principal amount thereof for
    the time being outstanding;

    "Advisory Capacity" has the meaning given to it in Clause 16.6.3;

    "Affected Interest Period" has the meaning given to it in Clause 8.5.1;

    "Affected Lender" has the meaning given to it in Clause 10.1.1;

    "Agency Indemnities" has the meaning given to it in Clause 16.8.1;

    "Agent" means National Westminster Bank plc acting in its capacity as agent
    for the Lenders or such other agent for the Lenders as shall be appointed
    pursuant to Clause 16.9;

    "Amendment Effective Date" means the date on which the amendment and
    restatement of this Facilities Agreement becomes effective;

    "Annan Facility" means the manufacturing facility situated at Annan,
    Dumfries, Scotland owned as of the date of this Agreement by ChiRex (Annan)
    Limited

    "Annan Note" means the note dated September 23, 1997 issued by ChiRex
    (Annan) Limited to the Borrower in respect of the proceeds of the Tranche A
    Facility;

    "Approved Accounting Principles" means (a) with regard to the Borrower, and
    the WCP Borrowers, accounting principles and practices generally accepted in
    the UK consistently applied and (b) with regard to ChiRex Inc. ChiRex
    Technology Center Inc. and ChiRex America Inc., accounting principles
    generally accepted in the US consistently applied; "Assets" has the meaning
    set forth in the Sale and Purchase Agreement;

    "Arranger" means National Westminster Bank Plc;

    "Auditors" means Arthur Andersen, or such other firm of accountants as the
    Borrower may appoint in compliance with the provisions of Clause 13.3.3;

    "Availability Period" means the period commencing on the Initial Drawdown
    Date and ending on the earlier of (i) the fifth day thereafter and (ii) the
    date on which the Commitments are terminated in full;

    "Available Amount" means, at any time, the lesser of (i) 50% of the
    cumulative Net Income of the ChiRex Group or (ii) 50% of the cumulative
    Cashflow of the ChiRex Group, in each case calculated for each successive
    Accounting Reference Period or part thereof beginning on the date of this
    Agreement and ending on the last day of the Accounting Reference Period
    ending immediately prior to such time, and in each case after making
    appropriate deduction in respect of any Accounting Reference Period in which
    Net Income or Cashflow, as the case may be, is negative;

    "Available Currency" means (a) in respect of the Tranche A Facility, GBP
    only and (b) in respect of the Tranche B Facility, euro, DEM, FF, LIT, GBP,
    CHF, Yen and USD and, subject to the provisions of Clause 5.1.7, any other
    currency freely available to all the Lenders in which dealings regularly
    occur in the London interbank market, provided that the Agent has, prior to
    selection of such currency, confirmed such availability to the Borrower;

    "Borrower" means ChiRex (Holdings) Limited;
<PAGE>

    "Business" means the business of ChiRex Inc. and its subsidiaries as
    described in ChiRex Inc.'s Form 10-K with respect to its fiscal year most
    recently ended prior to 30 October 1997;

    "Business Day" means, in respect of each Available Currency, a day (other
    than a Saturday, Sunday or public holiday) which is a day on which banks are
    open for dealings in such Available Currency in the London interbank market
    and (a) (in relation to any currency other than euro) on which banks are
    open for business (and are not permitted by law to remain closed) in the
    place where the main domestic market for such Available Currency is
    situated; or (b) (in relation to euro) any TARGET DAY;

    "Business Plan" means a set of five year financial projections, together
    with the assumptions forming the basis thereof, prepared in connection with
    the execution and delivery of this Agreement by the management of ChiRex
    Inc. in respect of the consolidated operations of ChiRex Inc. and its
    subsidiaries, which Business Plan shall include the initial Operating
    Budget;

    "Capital Expenditure" means in relation to a person or group of persons,
    expenditure treated as expenditure in respect of tangible fixed assets in
    accordance with the applicable Approved Accounting Principles and determined
    for such person or, on a consolidated basis, for such persons (as the case
    may be);

    "Cashflow" means, in respect of the relevant testing period in relation to a
    person or group of persons under the applicable Approved Accounting
    Principles:

    EBITDA, adjusted as follows, to the extent not already similarly treated in
    calculating EBITDA,

    PLUS:

     (a)  decreases in Working Capital during the relevant period, and losses on
          fixed asset disposals during the relevant period;

     (b)  increases in provisions to the extent not previously taken into
          account in Working Capital (other than deferred tax provisions);

     (c)  cash proceeds from the issuance of shares of capital stock in ChiRex
          Inc. and cash proceeds from any Equity Sale;

     (d)  cash income constituting extraordinary or exceptional items; and

     (e)  Net Cash Proceeds of disposals during the relevant period, if
          positive;
    MINUS:

     (f)  increases in Working Capital during the relevant period and gains on
          fixed asset disposals during the relevant period;

     (g)  Capital Expenditure paid during the relevant period which expenditure
          is

     (i)  in accordance with the Revised Business Plan, or (ii) pursuant to the
          prior written consent of the Agent;

     (h)  Tax paid during the relevant period;

     (i)  Total Debt Service, to the extent paid in cash, in respect of (i)
          Financial Indebtedness under the Finance Documents, (ii) Continuing
          Indebtedness,
<PAGE>

          and (iii) Permitted Indebtedness falling within paragraph (iii) or (x)
          of the definition thereof,

     (j)  the sum of prepayments pursuant to Clauses 7.1 (to the extent applied
          pursuant to the provisions hereof to Tranche A Term Advances only) and
          7.3;

     (k)  cash expenses constituting extraordinary or exceptional items(for
          example; cash utilised for acquisitions of other companies or their
          businesses and assets permitted under Clause 13.2.13);

     (l)  decreases in provisions to the extent not previously taken into
          account in Working Capital (other than deferred tax provisions); and

     (m)  Net Cash Proceeds of disposals during the relevant period, if
          negative;

    and determined in accordance with such Approved Accounting Principles for
    such person or, on a consolidated basis, for such persons (as the case may
    be);

    "Change of Control" means (i) ChiRex Inc. shall cease to beneficially own
    and control, directly or indirectly, 100% of the issued and outstanding
    shares of ChiRex America Inc. or the Borrower, or the greater of (A) 75% of
    the issued and outstanding shares of capital stock of any of its other
    subsidiaries or (B) the percentage of ownership necessary for ChiRex Inc. to
    maintain group tax benefits with respect to its other subsidiaries; or (ii)
    any person or any two or more persons acting in concert shall have acquired
    beneficial ownership (within the meaning of Rule 13d-3 under the Exchange
    Act), directly or indirectly, of the equity securities of ChiRex Inc. (or
    other securities convertible into such equity securities) representing 50%
    or more of the combined voting power of all equity securities of ChiRex Inc.
    entitled to vote in the election of director; or (iii) any person or any two
    or more persons acting in concert shall have acquired the ability to
    exercise management control over ChiRex Inc.;

    "CHF" means the lawful currency from time to time of Switzerland;

    "ChiRex (Annan) Limited" means ChiRex (Annan) Limited, a limited company
    organised under the laws of England with registered number 3417229;

    "ChiRex Group" means ChiRex Inc. and each direct and indirect subsidiary
    thereof;

    "ChiRex Inc." means ChiRex Inc., a corporation organised under the laws of
    the state of Delaware;

    "Code" means the United States Internal Revenue Code of 1986;

    "Commitment" means, in relation to the participation of any Lender in a
    Facility, the amount stated opposite its name in Schedule 1 in relation to
    that Facility (or, in the case of a Transferee, the amount stated in the
    Schedule to the relevant Transfer Certificate as being transferred to that
    Transferee), in each case as the same may be transferred (in whole or in
    part), cancelled, reduced, varied or terminated in accordance with the terms
    of this Agreement;

    "Continuing Indebtedness" means financial indebtedness of the ChiRex Group
    identified on Schedule 8, and in each case all interest and other amounts
    accrued thereon during or for the interest period current at any date of
    determination, each such item of financial indebtedness being evidenced by
    its related agreement, deed or other instrument in the form in existence on
    the date of this Agreement, subject to such changes therein and
<PAGE>

    refinancings thereof as do not materially prejudice the interests of the
    Finance Parties under or in connection with the Finance Documents;

    "Dangerous Substance" means any natural or artificial substance (whether in
    a solid or liquid form or in the form of a gas or vapour and whether alone
    or in combination with any other substance) (i) capable of causing harm to
    man or any other living organism or of damaging the Environment or causing
    danger to public health or welfare, including without limitation any
    hazardous, toxic or dangerous waste, which is subject to regulation by any
    Governmental Authority under any applicable Environmental Law, or (ii)
    because of its quantity, concentration or physical or chemical
    characteristics, exposure to which is limited by any applicable Governmental
    Authority;

    "Deed of Accession" means one or more deeds to be executed by any obligor
    who becomes an Obligor after the date of this Agreement, substantially in
    the form of Schedule 6, subject to variation in accordance with the laws of
    the jurisdiction of organisation of the relevant Obligor which relate to the
    giving of guarantees and similar undertakings, and with such amendments
    thereto as the Agent may reasonably require or permit;

    "Default Interest Period" has the meaning given to it in Clause 8.4.1;

    "Default Rate" has the meaning given to it in Clause 8.4.1;

    "DEM" means the lawful currency from time to time of the Republic of
    Germany;

    "Discharged Rights and Obligations" has the meaning given to it in Clause
    25.3.2;

    "Drawdown" means the making of the Advances hereunder;

    "Drawdown Date" means the date for the making of an Advance as specified by
    the Borrower in the relevant Drawdown Request;

    "Drawdown Request" means a notice requesting an Advance in the form set out
    in Schedule 3;

    "Dudley Facility" means the manufacturing facility situated at Dudley,
    Cramlington, Northumberland NE23 7QG, England, owned as of the date of this
    Agreement by ChiRex (Dudley) Limited;

    "Due Diligence Report (Legal)" means, collectively, (i) ChiRex Inc.'s Form
    10-K with respect to its fiscal year ended 31 December 1996, (ii) the
    report(s) in agreed terms previously compiled by Dibb Lupton Alsop regarding
    the Annan Facility, (iii) the report(s) in agreed terms compiled by Brodies
    WS regarding the Annan Facility, (iv) the report(s) in agreed terms compiled
    by British Geological Survey regarding the water supply at the Annan
    Facility, and (v) the report(s) in agreed terms compiled by MacFarlanes
    regarding the Dudley Facility;

    "EBIT" means, in respect of the relevant testing period and in relation to a
    person or group of persons under the applicable Approved Accounting
    Principles, EBITDA less (i) depreciation on all fixed assets, (ii)
                       ----
    amortisation of goodwill, acquisition costs and other intangible assets and
    (iii) write-downs, write-offs, minority interests and other non-cash charges
    in determining earnings of such person or persons for that period,
    determined in accordance with such Approved Accounting Principles for such
    person or, on a consolidated basis, for such persons;

    "EBITDA" means, in respect of the relevant testing period and in relation to
    a person or group of persons under the applicable Approved Accounting
    Principles, Net Income for that
<PAGE>

    period, determined in accordance with such Approved Accounting Principles
    for such person or, on a consolidated basis, for such persons adding back
    (if previously deducted) or, as the case may be, before any deduction (to
    the extent that such deduction is made in the calculation of earnings) for
    or on account of:

    (a)  Total Interest;

    (b)  Tax charged or credited during the relevant testing period;

    (c)  depreciation on fixed assets;

    (d)  amortisation of goodwill, acquisition costs and other intangible
         assets; and

    (e)  write-downs, write-offs, minority interests and other non-cash charges
         in determining earnings of such person or persons for that period;

    and excluding the effect, positive or negative, of items which would be
    regarded as extraordinary or exceptional items;

    "Employee Benefit Plan" means, at any time, any "employee benefit plan" as
    defined in Section 3(3) of ERISA and any "multiemployer plan" as defined in
    Section 3(37) of ERISA, to which any US Obligor or any of their respective
    ERISA Affiliates is contributing, or ever has contributed, or to which any
    US Obligor or any of their respective ERISA Affiliates has, or ever has had,
    an obligation to contribute;

    "Environment" consists of all, or any, of the following media: the air,
    water as ground water, surface water, drinking water supplied, vapour and
    ice, and land (both surface and subsurface); and the medium of the air
    includes the air within buildings and air within other natural or manmade
    structures, above or below ground and "Environmental" shall be construed
    accordingly;

    "Environmental Claim" means (i) any threatened or instituted claim, demand,
    accusation, allegation or notice of violation, in each case made in writing,
    against any Obligor or any of their respective subsidiaries (not being a
    purely vexatious, frivolous or specious claim) by any person (x) in respect
    of any loss or liability suffered or incurred by that person as a result or
    in connection with any violation of Environmental Law or (y) giving rise to
    any remedy or penalty that may be enforced or assessed by private or public
    legal action in connection with Environmental Contamination or (ii) any
    remedial action or action to comply that any Obligor or any of their
    respective subsidiaries is obliged to undertake pursuant to Environmental
    Law in connection with Environmental Contamination, or (iii) any application
    for any interim or final judicial or administrative decree, injunction,
    cease and desist order, abatement order, compliance order, consent order,
    consent decree, settlement agreement, request for information, clean-up
    order or enforcement notice, stop notice, improvement notice, prohibition
    notice or revocation order against any Obligor or any of their respective
    subsidiaries in respect of Environmental Contamination;

    "Environmental Contamination" means the following and the consequences
    resulting therefrom: any condition connected with any emission, release,
    leakage, spillage, or presence, use, leaching or migration (in any case
    whenever occurring), of Dangerous Substances at or from any site (or the
    migration of a Dangerous Substance from surrounding property or groundwater
    in, into or onto any site) owned or operated by any Obligor or any of their
    respective subsidiaries, and any residual Dangerous Substance on or under
    any site owned or operated by any Obligor or any of their respective
    subsidiaries including (without limitation) the storage, keeping, handling,
    labelling, transfer or disposal
<PAGE>

    of Dangerous Substances, to the extent any of the foregoing results in a
    breach of any Environmental Law or has given or could reasonably be expected
    to give rise to an Environmental Claim;

    "Environmental Event" means any event (whenever occurring) which constitutes
    a breach of any Environmental Law or which has given or could reasonably be
    expected to give rise to an Environmental Claim;

    "Environmental Law" means all present and future laws, regulations,
    ordinances, permits guidance documents or other requirements having legal
    effect in any jurisdiction in which any Obligor carries on business or owns
    assets, or in the European Union as a whole, concerning the protection of
    the Environment, human health and safety or the control of Dangerous
    Substances;

    "Environmental License" means any permit, license, authorisation, plan,
    consent order or consent decree of or from any Governmental Authority;

    "Environmental Report" means such reports or other documents from the
    Obligors and/or third parties in form and substance satisfactory to the
    Agent to be provided to the Agent in connection with the execution and
    delivery of the Agreement, compiling information relating to compliance by
    the Obligors with, and liabilities of the Obligors under, applicable
    Environmental Laws, including the following documents: (i) Environmental
    Phase I Survey of Annan Facility, dated September 1997, prepared by Dames &
    Moore, (ii) Environmental Phase 1 Survey of Dudley Facility, dated August
    1995, prepared by Peter Brett Associates, (iii) Environmental Phase I Update
    of Dudley Facility, dated November 1995, prepared by Environmental Resources
    Management, and (iv) management letter dated 30 October 1997, relating to
    environmental updates in respect of the Dudley Facility;

    "Equity Sale" means the sale or transfer of equity securities in any direct
    or indirect subsidiary of ChiRex Inc., which sale or transfer dilutes the
    aggregate percentage equity ownership (direct or indirect) of ChiRex Inc. in
    such subsidiary;

    "Equivalent Amount" means the amount of a currency other than GBP that can
    be purchased with GBP calculated on the basis of the Agent's spot rate of
    exchange for the purchase of such other currency with GBP on the date such
    calculation is to be made (such calculation to be made, for the purpose of
    determining the amount available to be drawn under the Tranche B
    Multicurrency Revolving Facility, on the Rate Fixing Day applicable to the
    relevant Drawdown Date);

    "ERISA" means the Employee Retirement Income Security Act of 1974, as
    amended from time to time, and any successor statute;

    "ERISA Affiliate", as applied to any person, means any entity required to be
    treated with any US Obligor as a single employer under Section 414 of the
    Internal Revenue Code;

    "Event of Default" means one of the events specified in Clause 14.1;

    "Exchange Act" means the Securities Exchange Act of 1934, as amended from
    time to time, and any successor statute;

    "Facilities" means the Tranche A Facility and the Tranche B Facility
    (including the WCP Facilities) not in excess of the Total Commitments
    granted to the Borrower and (in the case of the WCP Facilities) the WCP
    Borrowers hereunder (as the same may be reduced in accordance with the terms
    of this Agreement);
<PAGE>

    "Facility Amount" means (i) in the case of the Tranche A Term Facility, GBP
    30,000,000, and (ii) in the case of the Tranche B Multicurrency Revolving
    Facility, GBP 25,000,000, or the Equivalent Amount thereof, in each case as
    the same may be reduced or cancelled pursuant to the terms of this
    Agreement;

    "Fees Letter" means the letters from ChiRex Inc. to  National Westminster
    Bank plc in the agreed terms setting out details of the fees payable
    pursuant to Clause 11.1.1(c);

    "FF" means the lawful currency from time to time of the Republic of France;

    "Final Repayment Date" means the earlier of (a) December 31 2004 and (b) the
    date on which the Commitments are terminated in full in accordance with the
    terms of this Agreement;

    "Finance Documents" means this Agreement, the Fees Letter, each WCP
    Agreement, each Transfer Certificate, each Security Document, each Deed of
    Accession and any other document expressed to be made supplemental to,
    amending and/or modifying any of the foregoing or entered into pursuant
    hereto or thereto, and "Finance Document" means any of them;

    "Finance Indemnities" has the meaning given to it in Clause 27.1;

    "Finance Parties" means the Arranger, the Agent, the Security Agent, each
    Lender and each WCP Provider, and "Finance Party" means any of them;

    "Financial Indebtedness" means, without duplication, any indebtedness in
    respect of or arising under or in connection with:

     (i)   moneys borrowed including, without limitation, on a contractually
           subordinated basis;

     (ii)  any debenture, bond, note or loan stock or other similar instrument;

     (iii) any acceptance or documentary credit (except, in the case of
           documentary credits, those issued in support only of liabilities to
           trade creditors incurred in the ordinary course of business and
           having a term of not more than 90 days);

     (iv)  receivables sold or discounted in a transaction other than one in
           respect of which (a) no recourse exists against any Obligor and no
           Obligor has any obligation to repurchase, or make any payment in
           respect of deficiencies in collection of, any receivables, and (b) no
           Obligor has the right or obligation to sell, discount or otherwise
           dispose of receivables in addition to those transferred on the
           initial funding date of the transaction;

     (v)   the acquisition cost of any asset to the extent payable after the
           time of acquisition or possession by the person liable as principal
           obligor for the payment thereof where the deferred payment is
           arranged primarily as a method of raising finance or financing or
           refinancing the acquisition of the asset acquired (which, for the
           avoidance of doubt, shall not include liabilities to trade creditors
           incurred in the ordinary course of business and having a term of not
           more than 90 days);

     (vi)  the sale price of any asset to the extent paid before the time of
           sale or delivery by the person liable to effect such sale or delivery
           where the advance payment is arranged primarily as a method of
           raising finance or financing or refinancing the manufacture,
           assembly, acquisition or holding of the asset to be sold;
<PAGE>

     (vii)  finance leases, credit sale or conditional sale agreements (whether
            in respect of land, buildings, plant, machinery, equipment or
            otherwise) entered into primarily as a method of raising finance or
            financing or refinancing the acquisition of the relevant asset (but
            not including liabilities under operating leases);

     (viii) the amount payable under any put option or other arrangement whereby
            the Borrower or any of its subsidiaries is liable to purchase share
            capital or other securities issued;

     (ix)   any guarantee, indemnity or similar assurance against financial loss
            of any person in respect of obligations of the type described in the
            preceding paragraphs (i) to (viii);

     (x)    any guarantee, endorsement or other undertaking of responsibility
            for any obligations of any other person, whether (a) directly or
            indirectly by agreement to purchase the Financial Indebtedness of
            any other person, or (b) through the purchase of goods or other
            assets, supplies or services, or maintenance of working capital or
            other balance sheet covenants or conditions, or by way of stock
            purchase, capital contribution, advance or loan which, in any case
            in this subclause (b), is entered into for the purpose of paying or
            discharging any Financial Indebtedness of such other person or
            assuring the holder of such Financial Indebtedness or obligation
            against loss in respect thereof;

     (xi)   amounts raised under any other transaction having as a primary, and
            not an incidental effect, the commercial effect of a borrowing;

     (xii)  debts incurred in the ordinary course of business which remain
            unpaid for more than 60 days after their due date for payment,
            including for this purpose debts which upon their incurrence are
            within the exceptions set forth in paragraph (iii) above (other than
            debts which are being diligently contested in good faith unless the
            Agent reasonably believes that there is no reasonable prospect of
            success); or

     (xiii) net amounts payable under any interest rate or currency swap, collar
            or other similar agreement or any other hedging or derivative
            instrument, the amount of Financial Indebtedness being attributable
            thereto being 10% of the face or notional amount of the relevant
            agreement, or in each case such lower percentage as shall be
            reasonably approved by the Agent;

    "GBP" means the lawful currency from time to time of the United Kingdom;

    "Glaxo Group Limited" means Glaxo Group Limited, a company organised under
    the laws of England, whose registered office is at Glaxo Wellcome House,
    Berkeley Avenue, Greenford, Middlesex UB6 0NN;

    "Glaxo Operations UK Limited" means Glaxo Operations UK Limited, a company
    organised under the laws of England, whose registered office is at Glaxo
    Wellcome House, Berkeley Avenue, Greenford, Middlesex UB6 0NN;

    "Governmental Authority" means any domestic or foreign court or governmental
    body, department, agency, commission, authority or instrumentality;

    "Guarantees" means the guarantees by the Guarantors pursuant to Clause 15;
<PAGE>

    "Guarantor" means, together ChiRex Inc., ChiRex (Dudley) Limited, ChiRex
    (Annan) Limited, ChiRex Technology Center Inc and ChiRex America Inc and/or
    other guarantors acceptable to the Lenders;

    "Holdings Note" means the promissory note issued by the Borrower to ChiRex
    Inc. on 30 October 1997 in the principal amount of USD 38,234,000;

    "ICTA" means the Income and Corporation Taxes Act 1988, as the same may be
    amended from time to time;

    "Industry Report" means the report by Chem. Systems, together with the
    letter in respect thereof, each addressed to and for the benefit of, inter
    alia, the Finance Parties;

    "Information Memorandum" means the document containing information relating
    to the Business prepared in connection with this Agreement by the Agent and
    the ChiRex Group and distributed by the Agent to the Lenders and potential
    Lenders;

    "Initial Drawdown" means the making of the first Advance hereunder, which
    Advance must in any event be an amount sufficient to discharge all fees due
    and payable on the Initial Drawdown Date pursuant to Clause 11.1.1;

    "Initial Drawdown Date" means the date of the Initial Drawdown, which date
    shall occur on or after each of the conditions set forth in Clause 4.1 have
    been satisfied or waived by the Agent, and which date shall occur on or
    before the tenth Business Day after the date of this Agreement;

    "Intellectual Property" means all patents and patent applications, trade
    and/or service marks and trade and/or service mark applications (and all
    goodwill associated with such applications), all brand and trade names, all
    copyrights and rights in the nature of copyright, all design rights, all
    registered designs and applications for registered designs, all trade
    secrets, know-how and all other intellectual property rights now or in the
    future owned by any Obligor throughout the world or the interest of any
    Obligor in any of the foregoing now or in the future, together with the
    benefit of all present and future agreements entered into or the benefit of
    which is enjoyed by any Obligor relating to the use or exploitation of any
    of the aforementioned rights;

    "Interest Coverage Ratio" means, at any time, the ratio of (i) consolidated
    EBITDA for the immediately preceding four Accounting Quarters, to (ii) Total
    Interest for the immediately preceding four Accounting Quarters, in each
    case in respect of the ChiRex Group;

    "Interest Payment Date" means, in relation to an Advance, the date
    determined pursuant to Clause 8.2;

    "Interest Period" means a period by reference to which interest is
    calculated and payable on an Advance or an overdue sum, and includes a
    Default Interest Period;

    "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended
    to the date hereof and from time to time hereafter;

    "Lender" and "Lenders" means the persons identified as "Lenders" and
    listed on the signature pages of this Agreement, or, as the case may be, an
    assignee or Transferee therefrom to whom rights and/or obligations are
    assigned or transferred in accordance with Clause 25.2 or 25.3, and includes
    a successor of any such person;
<PAGE>

    "Lending Office" means in relation to a Lender, the office or offices
    through which it is acting for the purpose of this Agreement, which office
    or offices initially are set out in Schedule 1;

    "LIBOR" means, in relation to any Advance or any overdue sum:

     (a)  the rate determined by the Agent to be the arithmetic mean (rounded
          upwards, if necessary, to the nearest five decimal places) of the
          offered quotations for deposits in the relevant Available Currency for
          a period equal to the Interest Period relating to that Advance (or
          overdue sum) which appear on the Telerate Display Screen page number
          3750 (or such other page(s) as may replace such pages from time to
          time on that system) at or about 11.00 a.m. (London time) on the
          relevant Rate Fixing Day; or

     (b)  if no such offered quotations appear on the relevant page as aforesaid
          the arithmetic mean (rounded upwards, if necessary, to the nearest
          five decimal places) of the respective rates, as supplied to the Agent
          at its request, quoted (subject to Clause 8.1.3) by the Reference
          Lenders to prime lenders in the London Interbank Market at or about
          11.00 a.m. (London time) on the relevant Rate Fixing Day for the
          offering of deposits in the relevant Available Currency and in an
          amount comparable to the amount of, and for a period equal to the
          Interest Period relating to, that Advance (or overdue sum) for
          delivery on the first day of that Interest Period;

    "LIT" means the lawful currency from time to time of Italy;

    "Loan" means the aggregate principal amount of all Advances for the time
    being outstanding under this Agreement, and "Tranche A Term Loan" and
    "Tranche B Multicurrency Revolving Loan" shall be construed accordingly;

    "Majority Lenders" means one or more Lenders, the sum of whose Relevant
    Amounts equals or exceeds 51 per cent (51%) of the aggregate of the Relevant
    Amounts of all the Lenders;

    "Mandatory Costs" means the percentage rate per annum calculated by the
    Agent in accordance with Schedule 5;

    "Margin" means the applicable margin, tested as at the last day of the
    immediately preceding Accounting Quarter, and determined in accordance with
    the following matrix:


Total Debt/EBITDA Ratio                                      Applicable Margin
------------------------------------------------------------------------------
If equal to or greater than 4.25:1                                  2.00%
------------------------------------------------------------------------------
If equal to or greater than 3.75:1, but less than 4.25:1            1.75%
------------------------------------------------------------------------------
If equal to or greater than 2.75:1, but less than 3.75:1            1.50%
------------------------------------------------------------------------------
If equal to or greater than 1.75:1, but less than 2.75:1            1.25%
------------------------------------------------------------------------------
If less than 1.75:1                                                 1.00%
------------------------------------------------------------------------------

    Provided that any reduction or increase in the Margin shall take effect as
    from the date of receipt by the Agent of the relevant accounts in accordance
    with Clause 13.3.4 (on the basis that in the case of a reduction or increase
    taking effect during an Interest Period the
<PAGE>

    interest payable on the Interest Payment Date will reflect such reduction or
    increase on a time apportioned basis);

    "Margin Stock" means margin stock within the meaning of Regulations G, T, U
    and X of the Board of Governors of the Federal Reserve System of the US;

    "Material Adverse Effect" has the meaning given thereto in Clause 1.2.5;

    "Material Agreement" means, at any time, any agreement or group of related
    agreements (including for the avoidance of doubt the Supply Agreement) (i)
    to which, individually or in the aggregate, is attributable (on a reasonable
    estimation basis) 10% or more of either the gross turnover or the EBITDA of
    the ChiRex Group for the Accounting Reference Period then in effect, or (ii)
    the termination or non-performance of which would constitute a Material
    Adverse Effect;

    "Material Subsidiary" means any direct or indirect subsidiary of ChiRex Inc.
    other than a subsidiary that has been designated in writing by the Agent as
    a Non-Material Subsidiary; provided that upon each such designation, ChiRex
    Inc. shall deliver a certificate signed on behalf of ChiRex Inc. by two of
    its officers, certifying that (i) the aggregate gross turnover of the Non-
    Material Subsidiaries as at such date does not exceed 10% of the gross
    turnover of ChiRex Inc. and its subsidiaries as at such date, (ii) the
    aggregate gross assets of the Non-Material Subsidiaries as at such date does
    not exceed 10% of the gross assets of ChiRex Inc. and its subsidiaries as at
    such date, and (iii) the aggregate EBITDA of the Non-Material Subsidiaries
    as at such date does not exceed 10% of the EBITDA of ChiRex Inc. and its
    subsidiaries as at such date. For this purpose:

     (a)  in the case of a person which itself has subsidiaries, the calculation
          shall be made by using the consolidated gross turnover or gross assets
          or EBITDA of it and its subsidiaries; and

     (b)  the calculation of consolidated gross turnover or gross assets or
          EBITDA shall be made by reference to:

          (i)  the accounts of the relevant subsidiary (or, as the case may be,
               a consolidation of the accounts of it and its subsidiaries) used
               for the purpose of the then latest unaudited quarterly or audited
               annual consolidated accounts of ChiRex Inc. delivered to the
               Agent under Clause 4. 1.1 or 13.3 (as the case may be) or, in the
               case of a newly acquired or formed subsidiary, the most recent
               unaudited quarterly or audited annual accounts of the relevant
               subsidiary (or, as the case may be, a consolidation of the
               accounts of it and its subsidiaries), provided such accounts
               report a period ending no earlier than six months from the date
               of such calculation; and

          (ii) the unaudited quarterly or audited annual consolidated accounts
               (as the case may be) of ChiRex Inc. on a pro forma basis together
               with any newly- acquired or formed subsidiary described in
               sub-clause (b)(i) of this definition;

    "Multiborrower Revolving Note" means the note(s) dated the date hereof to be
    issued by each member of the ChiRex Group (other than the Borrower) to the
    Borrower and/or WCP Borrowers (as appropriate) in respect of the proceeds of
    the Tranche B Facility;

    "Net Cash Proceeds" means the remainder of cash proceeds arising from the
    disposal of any fixed asset or any part of the business of any Obligor, or
    from any Equity Sale, after
<PAGE>

    deducting (i) in the case of such a disposal, required repayment of
    Financial Indebtedness secured by such asset and/or Financial Indebtedness
    incurred to purchase such asset or business (or any refinancings thereof),
    (ii) reasonable costs related to such Equity Sale or disposal, and (iii)
    reasonable provision for Taxes attributable to such Equity Sale or disposal;

    "Net Income" means, in respect of any period and in relation to:

     (a)  the Borrower, the profit shown on the Borrower's profit and loss
          account for such period, determined in accordance with Approved
          Accounting Principles; or

     (b)  the ChiRex Group, the profit shown on the profit and loss account on a
          consolidated basis for the ChiRex Group for such period, determined in
          accordance with the applicable Approved Accounting Principles,
          provided that there shall be excluded (i) the profit of any person
          (other than any Obligor) in which any other person (other than any
          Obligor or any of their respective subsidiaries) has a joint interest,
          except to the extent of the amount of dividends or other distributions
          actually paid to any Obligor or any of their respective subsidiaries
          by such person during such period and (ii) the profit of any person
          accrued prior to the date it becomes a subsidiary of any Obligor or
          any of their respective subsidiaries or is merged into or consolidated
          with any Obligor or any of their respective subsidiaries or that
          person's assets are acquired by any Obligor or any of their respective
          subsidiaries;

    "Net Tranche B Multicurrency Revolving Commitment" means, in relation to any
    Lender, its Tranche B Multicurrency Revolving Commitment less, to the extent
    it is a WCP Provider under the Tranche B Facility, the amount of its WCP
    Commitment under the Tranche B Facility pursuant to Clause 3.6.1 from time
    to time;

    "Non-Material Subsidiary" means a subsidiary of ChiRex Inc. that is not a
    Material Subsidiary;

    "Obligor" means the Borrower, the WCP Borrowers, Guarantor and any other
    member of the ChiRex Group which is or becomes a party to a Finance
    Document;

    "Operating Budget" means a budget for the ChiRex Group in form and scope
    reasonably satisfactory to the Agent and consistent with the financial
    reporting of the ChiRex Group (including budgeted statement of income, and
    sources and uses of cash and balance sheets);

    "Participating Member State" means any member state of the European
    Communities that adopts or has adopted the euro as its lawful currency in
    accordance with legislation of the European Union relating to European
    Monetary Union;

    "Participation" means, in relation to a Lender and a Facility, its right,
    title, interest and obligations in relation to such Facility, namely:

     (a)  its right to receive its Participation Proportion of principal and
          interest in respect of outstanding Advances under the Facility
          including its right to any consequential payment pursuant to Clause
          3.7.1; and

     (b)  its obligation to participate in its Participation Proportion in
          future Advances up to the limit of that Facility;
<PAGE>

    "Participation Proportion" means, in relation to a Lender and a Facility,
    the proportion in which that Lender has agreed to participate in that
    Facility pursuant to Clause 3.1 (Basis of Participation) and subject to
    Clause 3.6 (the WCP Facilities);

    "PBGC" means the Pension Benefit Guaranty Corporation (or any successor
    thereto);

    "Permitted Indebtedness" means, in relation to the Obligors:

     (i)     Financial Indebtedness outstanding under any of the Facilities;

     (ii)    the Continuing Indebtedness (and refinancings thereof), provided
             that the principal amount thereof shall not be increased after the
             date of this Agreement;

     (iii)   finance leases, hire purchase and conditional sale agreements in
             relation to which the maximum aggregate liability on termination of
             such leases or agreements would not exceed in aggregate GBP
             1,000,000 (or its equivalent);

     (iv)    guarantees, indemnities or bonds given in the ordinary course of
             trading activities;

     (v)     Financial Indebtedness arising from a loan or credit permitted by
             Clause 13.2.12;

     (vi)    Financial Indebtedness (and any refinancings thereof) of any person
             which, by way of acquisition after the date of this Agreement, will
             be consolidated on the ChiRex Group's financial statements,
             provided that: (i) such Financial Indebtedness was subsisting prior
             to the date of the person's acquisition, (ii) such Financial
             Indebtedness was not incurred in contemplation of or in connection
             with the acquisition, (iii) the principal amount of such Financial
             Indebtedness shall not have been and shall not be increased after
             the date of such acquisition above the amount outstanding on such
             date or, if greater, the maximum amount available to be drawn under
             the documentation governing such Financial Indebtedness as in
             effect on such date, and (iv) the aggregate amount of such
             Financial Indebtedness outstanding at any one time, when added to
             that outstanding and permitted pursuant to item (x) of this
             definition, shall not exceed GBP 10,000,000 (or its equivalent);

     (vii)   Financial Indebtedness in connection with the provision of customs
             bonds required in the ordinary course of trading of the relevant
             person;

     (viii)  Permitted Subordinated Debt;

     (ix)    guarantees, indemnities or similar assurances given by an Obligor
             in respect of obligations of another member of the ChiRex Group
             which is a Tier I Guarantor, the guaranteed obligations in each
             case in this paragraph (ix) being themselves permitted under this
             Agreement;

     (x)     Financial Indebtedness not falling within any other paragraph of
             this definition in a principal amount which when added to Financial
             Indebtedness outstanding and permitted pursuant to item (vi) of
             this definition, does not exceed GBP 10,000,000 (or its equivalent)
             at any one time outstanding; and

     (xi)    any other Financial Indebtedness incurred with the consent of the
             Agent (acting on the instructions of the Majority Lenders);

     "Permitted Investment" means, in relation to the Obligors:

     (i)     cash;
<PAGE>

     (ii)    commercial paper maturing not more than nine months from the date
             of issue and rated at least A-1 by Standard & Poor's Ratings Group
             or P-1 by Moody's Investors Service, Inc.;

     (iii)   any deposit of not more than one year's maturity with, or
             acceptance maturing not more than one year after issue accepted by,
             a bank or credit institution which has a combined capital and
             surplus and undistributable profits of not less than GBP
             100,000,000 (or its equivalent) and whose short term unsecured,
             unsubordinated debt rating is at least A-1 by Standard & Poor's
             Ratings Group or P-1 by Moody's Investors Service, Inc.;

     (iv)    securities issued or directly and fully guaranteed or insured by
             the governments of Great Britain or the United States of America or
             any agency or instrumentality thereof having maturities of not more
             than one year from the date of acquisition;

     (v)     repurchase obligations with a term of not more than seven days
             fully collateralised by underlying securities of the types
             described in paragraphs (ii) and (iii) above entered into with any
             bank meeting the qualifications specified in paragraph (iii) above;

     (vi)    debt securities having not more than one year until final maturity
             and listed on a recognised stock exchange and rated at least Aa by
             Moody's Investors Service, Inc. or AA by Standard & Poor's Ratings
             Group;

     (vii)   loans or credits permitted pursuant to Clause 13.2.12;

     (viii)  investments in the ordinary course of the trading business of the
             relevant person; and

     (ix)    investments in subsidiaries in the respective amounts in effect on
             the date of this Agreement;
             --------------------------

    "Permitted Security Interest" means, in relation to the Obligors:

     (i)     Security Interests granted with the consent of the Agent (acting on
             the instructions of the Majority Lenders);

     (ii)    liens arising and subsisting by operation of law and in the
             ordinary course of business activities;

     (iii)   rights of set-off existing in the ordinary course of trading
             activities between such Obligor and its suppliers or customers, and
             rights of set-off arising by operation of law by virtue of the
             provision to such person of bank clearing facilities or overdraft
             facilities permitted hereunder;

     (iv)    any retention of title to goods supplied to such Obligor where such
             retention is permitted by the relevant person in the ordinary
             course of its trading activities and on customary terms;

     (v)     Security Interests securing Financial Indebtedness referred to in
             paragraph (vi) of the definition of "Permitted Indebtedness",
             provided that: (i) such Security Interest was subsisting prior to
             the date of the person's acquisition by such Obligor, (ii) such
             Security Interest was not granted in contemplation of or in
             connection with the acquisition, and (iii) the principal Financial
             Indebtedness secured by any such Security Interest shall not be
             increased after the date of such acquisition;

<PAGE>

    (vi)  Security Interests securing the Continuing Indebtedness on the date
          of this Agreement, provided that the principal Financial
          Indebtedness secured by any such Security Interest shall not be and
          shall not have been increased after such date;

    (vii) Security Interests covering assets the subject of equipment and
          finance leases, hire purchase, conditional sale or similar
          arrangements entered into by such Obligor which are permitted by
          this Agreement;

    (viii)Security Interests arising in respect of any escrow arrangements
          put into place for the purpose of a disposal or acquisition by such
          Obligor permitted by this Agreement; and

    (ix)  Security Interests of such Obligor not falling within any other
          paragraph of this definition securing Financial Indebtedness
          (including interest and fees relating thereto) which does not
          exceed GBP 100,000 (or its equivalent) at any one time;

    in each case, other than any of the aforementioned imposed pursuant to
    Section 401(1)(29) or 412(n) of the Internal Revenue Code or by ERISA;

    "Permitted Subordinated Debt" means unsecured Financial Indebtedness of the
    Obligors provided that either (i) such Financial Indebtedness is
    subordinated to the Financial Indebtedness outstanding under the Finance
    Documents upon terms in all respects reasonably satisfactory to the Agent
    taking into consideration the market in or into which it is issued, or (ii)
    the terms of subordination of such Financial Indebtedness provide, without
    limitation, that:

     (a)  such Financial Indebtedness shall not amortise prior to the final date
          of maturity, which date shall be no earlier than 31 December 2004;

     (b)  no amount in respect of principal of such Financial Indebtedness (by
          way of purchase, redemption or otherwise) shall be paid until all
          amounts which may be or become payable under the Finance Documents
          have been irrevocably paid in full and all Commitments hereunder shall
          have terminated, except on terms and conditions reasonably
          satisfactory to the Majority Lenders and the Agent;

     (c)  no amount in respect of interest on such Financial Indebtedness may be
          paid until all amounts which may be or become payable under the
          Finance Documents have been irrevocably paid in full and all
          Commitments hereunder shall have terminated, except on terms and
          conditions reasonably satisfactory to the Majority Lenders and the
          Agent;

     (d)  no default in respect of such Financial Indebtedness shall arise and
          the lender thereof shall waive any available remedies as a result
          thereof until all amounts which may be or become payable under the
          Finance Documents have been irrevocably paid in full and all
          Commitments hereunder shall have terminated;

     (e)  each lender in respect of such Financial Indebtedness shall agree that
          it will not accelerate any such Financial Indebtedness or otherwise
          declare it prematurely payable, enforce any such Financial
          Indebtedness (to the maximum extent permitted by law), petition for or
          otherwise take any steps with a view to any insolvency, liquidation,
          re-organisation, administration or dissolution proceedings or any
          voluntary arrangement or assignment for the benefit of creditors or
          any similar proceedings, including without limitation any event
          referred to in Clause 14.1.5 to
<PAGE>

          Clause 14.1.10 (inclusive) involving any member of the ChiRex Group or
          otherwise exercise any rights or pursue any remedy for the recovery of
          such Financial Indebtedness or in respect of any breach of covenant,
          misrepresentation or non-observance of any provision of such Financial
          Indebtedness, in each case, until all amounts which may be or become
          payable under the Finance Documents have been irrevocably paid in full
          and all Commitments hereunder shall have been terminated; and

     (f)  each lender in respect of such Financial Indebtedness shall agree to
          turn over to the Agent all payments and distributions received in
          respect of any proceeding referred to in Clause 14.1.5 to Clause
          14.1.10 (inclusive) involving the Borrower and/or the WCP Borrowers
          (as the case may be), and any other amount paid in a manner
          inconsistent with clauses (a) and (b) of this definition, for
          application by the Agent to the satisfaction of outstandings under
          this Agreement until all amounts which may be or become payable under
          the Finance Documents have been irrevocably paid in full and all
          Commitments hereunder shall have been terminated;

    "Potential Event of Default" means any event which, with the giving of
    notice or the lapse of time or both or the making of any determination or
    the fulfilment of any condition, will constitute an Event of Default,
    provided that such notice, lapse of time, determination or condition is in
    any case specified or referred to in the relevant Event of Default as set
    forth in Clause 14.1;

    "Qualifying Lender" means an institution which is (i) a bank resident in the
    UK for the purpose of Section 349 of the Income and Corporation Taxes Act
    1988 (as in effect on the date of this Agreement) and is beneficially
    entitled to its Participation Proportion of interest due on the Advances or
    (ii) a bank lending through any other branch, affiliate or agency if the
    bank or affiliate (as the case may be) is resident in a country with which
    the United Kingdom has an appropriate double taxation treaty pursuant to
    which that bank or affiliate (as the case may be) is entitled to receive
    principal, interest and fees under this Agreement from the Borrower without
    withholding of United Kingdom income Tax or is otherwise entitled to receive
    principal, interest and fees without such withholding;

    "Rate Fixing Day" means, in relation to an Advance, the Business Day being
    two Business Days prior to the Drawdown Date for that Advance and, in
    relation to any Interest Period, the Business Day being two Business Days
    prior to the first day of that Interest Period provided that, (i) in
    relation to an Advance denominated in GBP the Rate Fixing Day shall be the
    Drawdown Date or, as the case may be, the first day of the relevant Interest
    Periodand (ii) in relation to an Advance denominated in any of the legacy
    currencies of the euro, the Rate Fixing Day shall be the Target Day being
    two Target Days prior to the Drawdown Date for that Advance and, in relation
    to any Interest Period, the Target Day being two Target Days prior to the
    first day of that Interest Period;

    "Recovering Lender" has the meaning given to it in Clause 19.1;

    "Recovery" has the meaning given to it in Clause 19.1;

    "Reference Lenders" means, subject to Clause 25.5.2, National Westminster
    Bank plc and HSBC Bank plc;

    "Relevant Amounts" means, in relation to a Lender, the aggregate from time
    to time of (a)(i) before the making of the initial Advances, its Commitments
    or (ii) after the making of
<PAGE>

    the initial Advances, all Advances made by it then Outstanding, or (b) if
    the Commitments have been terminated, all Advances made by it then
    outstanding;

    "Repayment Dates" means the semi-annual dates commencing on 31 December
    1999, as detailed in Schedule 2;

    "Repayment Schedule" means the repayment schedule for the Tranche A Term
    Facility which is set out in Schedule 2;

    "Reservations" means limitations on enforceability of legal documents
    dictated by local law and used as qualifications in legal opinions delivered
    to and accepted by the Agent in connection with the Initial Drawdown or the
    accession of a Guarantor pursuant to a Deed of Accession;

    "Restricted Payment" means any of (i) the redemption, purchase, retirement
    or acquisition by ChiRex Inc. of any shares, warrants or other equity
    related securities issued by it, or the setting apart by it of any sum for
    such purpose, or other reduction by it of its capital, (ii) the declaration
    or payment by ChiRex Inc. or making of any other distribution on any
    ordinary or other shares issued by it, and (iii) before the Achievement Date
    only, the incurrence of any Capital Expenditure by the ChiRex Group in
    excess of that set forth for the relevant Accounting Reference Period in the
    Revised Business Plan;

    "Revised Business Plan" means a set of five year financial projections,
    together with the assumptions forming the basis thereof, prepared in
    connection with the execution and delivery of this Agreement by the
    management of ChiRex Inc. in respect of the consolidated operations of
    ChiRex Inc. and its subsidiaries, which Business Plan shall include the
    Operating Budget then current;

    "Revolving Lenders" means any Lender participating in the Tranche B
    Multicurrency Revolving Facility;

    "Sale and Purchase Agreement" means the Agreement in the agreed terms dated
    23 September 1997 between Glaxo Group Limited and ChiRex (Annan) Limited for
    the Sale and Purchase of the Business and Assets of Glaxo Group Limited
    operated from its site at Annan, Dumfries, Scotland;

    "Same Day Funds" means funds settled for value on the same day throughout a
    clearing system relevant for the currency concerned and such other funds as
    the Agent shall specify as being customary at the time for such settlement;

    "Scheme" means the ChiRex Pension Plan as established by an interim trust
    deed dated 5 February, 1996;

    "SEC" means the United States Securities and Exchange Commission (or any
    successor thereto);

    "Second Drawdown Date" means the date falling at any time on or before the
    tenth Business Day after the Amendment Effective Date;

    "Security Agent" means Bankers Trust Company as agent for the Finance
    Parties under the Security Documents or any other person as may from time to
    time hold the whole or any part of the security created thereby pursuant to
    Clause 16;

    "Security Documents" means each of:
<PAGE>

     (a)  Pledge Agreement dated 30 October 1997 between the Security Agent, on
          behalf of the Lenders, and ChiRex Inc. relating to all the issued and
          outstanding shares of capital stock of ChiRex America Inc. and the
          Borrower, and the Holdings Note;

     (b)  Debenture dated as of 30 October 1997 between the Security Agent, on
          behalf of the Lenders, and the Borrower relating to all the issued and
          outstanding shares of ChiRex (Dudley) Limited and ChiRex (Annan)
          Limited, the Annan Note and the Multiborrower Revolving Notes;

     (c)  Debenture dated 30 October 1997 by ChiRex (Dudley) Limited in favour
          of the Security Agent, on behalf of the Lenders, relating to the
          Dudley Facility and certain other assets of ChiRex (Dudley) Limited;

     (d)  Debenture dated 30 October 1997 by ChiRex (Annan) Limited in favour of
          the Security Agent, on behalf of the Lenders, relating to certain
          assets of ChiRex (Annan) Limited; and

     (e)  Standard Security in agreed terms dated 13 November 1997 by ChiRex
          (Annan) Limited in favour of the Security Agent, on behalf of the
          Lenders, relating to the Annan Facility;

     (f)  Technology Pledge.

    in each case as the same may be amended, from time to time, in accordance
    with its terms;

    "Security Interest" means any mortgage, charge (fixed or floating), standard
    security, pledge, lien, right of set-off hypothecation, trust, assignment by
    way of security, reservation of title, or any other security interest
    whatsoever, howsoever created or arising or any other agreement or
    arrangement (including, without limitation, a sale and repurchase
    arrangement) having the practical effect of conferring security, and any
    agreement to enter into, create or establish any of the foregoing;

    "Security Property" means all rights, title and interest in to and under the
    Security Documents, including:

     (i)    all assets of the relevant Obligors charged under the Security
            Documents;

     (ii)   the benefit of the undertakings contained in the Security Documents;
            and

     (iii)  all sums received by the Security Trustee under or pursuant to any
            Security Document and any asset representing the same.

    "Standard Security" means a standard security in terms of the Conveyancing
    and Feudal Reform (Scotland) Act 1970;

    "Supply Agreement" means the agreement for the manufacture and supply of
    certain active ingredients and intermediates for use in pharmeceutical
    products between (1) Glaxo Operations (UK) Limited (2) ChiRex (Annan)
    Limited and (3) ChiRex (Holdings) Limited and dated 30 October 1997;

    "Syndication" has the meaning set forth in Clause 3.5;

    "TARGET "means Trans-European Automated Real-time Gross Settlement Express
    Transfer payment system;
<PAGE>

    "TARGET Day" means any day on which TARGET is open for the settlement of
    payments in euro;

    "Taxes" means and includes all present and future income and other taxes,
    levies, assessments, imposts, deductions, charges, duties, compulsory loans
    and withholdings whatsoever and wheresoever imposed and any charges in the
    nature of taxation together with interest thereon and penalties and fines
    with respect thereto, if any, and any payments made on or in respect
    thereof, and "Tax" and "Taxation" shall be construed accordingly;

    "Technology Pledge" means the pledge in form and substance satisfactory to
    the Security Agent to be given by ChiRex Technology Center Inc. in favour of
    the Security Agent, on behalf of the Lenders over its assets, incorporating
    the assets acquired from Cauldron Inc;

    "Tier 1 Guarantor" means any Guarantor which (i) has guaranteed all
    obligations of each Obligor hereunder and the amount of which guarantee is
    not subject to any limitation hereunder or under any Deed of Accession, if
    applicable, and (ii) for the purpose of securing such guarantee, has entered
    into one or more Security Documents in favour of the Security Agent creating
    in favour of the Security Agent a valid, perfected, first priority Security
    Interest in all or substantially all of such Guarantor's assets;

    "Total Borrowings" means, at any time, the aggregate outstanding amount of
    all Financial Indebtedness of all Obligors, calculated on a consolidated
    basis;

    "Total Commitments" means, together, the Lenders' Commitments;

    "Total Debt" means, as at any date of determination, in respect of any
    person or persons, the aggregate principal amount of Financial Indebtedness
    of such person or, on a consolidated basis, persons (as applicable),
    determined in accordance with the applicable Approved Accounting Principles;

    "Total Debt/EBITDA Ratio" means, at any time, the ratio of (i) Total Debt as
    of the last day of the immediately preceding Accounting Quarter, to (ii)
    consolidated EBITDA for the immediately preceding four Accounting Quarters,
    in each case in respect of ChiRex Inc. (on a consolidated basis);

    "Total Debt Service" means, in respect of any period and any person or
    persons, the aggregate of (a) Total Interest and (b) the aggregate principal
    amount of Financial Indebtedness of such person or, on a consolidated basis,
    persons (as applicable) scheduled to be repaid (having regard to any
    reductions in respect thereof due to previous prepayment of any such amount
    where such prepayment occurred in a previous period) during such period
    under the terms and conditions relating to such Financial Indebtedness;

    "Total Interest" means, in respect of the relevant testing period, the
    aggregate of all interest (including amounts in the nature of interest in
    connection with any interest rate and/or currency swap, cap, floor, collar
    or other similar arrangement), guarantee fees, commitment fees and other
    costs and fees of a similar nature (not including, to the extent otherwise
    included, costs of issuance of debt, equity or warrants or amortisation of
    debt discount) due in respect of Total Borrowings (including, for purposes
    of calculating "Total Borrowings" and notwithstanding sub-clause (xiii) of
    the definition of "Financial Indebtedness", 100% of the face or notional
    amount of each interest rate or currency swap, collar or other similar
    agreement or other hedging or derivative instrument as the Financial
    Indebtedness attributable thereto) and payable by the ChiRex Group during
    such period (including interest, the interest finance charge element of
    hire-purchase, credit sale and conditional sale agreements and of lease
    rentals under finance leases), less the sum of all
                                   ----
<PAGE>

    interest (including amounts in the nature of interest in connection with any
    interest rate and/or currency swap, cap, floor, collar or other similar
    arrangement), guarantee fees, commitment fees and other costs and fees of a
    similar nature payable to the ChiRex Group during such period;

    "Tranche A Facility" or "Tranche A Term Facility" means the Tranche A Term
    loan facility not in excess of the Tranche A Term Commitments granted to the
    Borrower hereunder (as the same may be cancelled, reduced, varied or
    terminated in accordance with the terms of this Agreement);

    "Tranche A Term Commitment" means, in relation to the participation of any
    Lender in the Tranche A Term Facility, the amount stated opposite its name
    in Schedule 1 in relation to that Facility (or in the case of a Transferee,
    the amount stated in the Schedule to the relevant Transfer Certificate as
    being transferred to that Transferee), in each case as the same may be
    transferred (in whole or in part), cancelled, reduced, varied or terminated
    in accordance with the terms of this Agreement;

    "Tranche B Facility" or "Tranche B Multicurrency Revolving Facility" means
    the Tranche B multicurrency revolving loan facility not in excess of the
    Tranche B Multicurrency Revolving Commitments granted to the Borrower
    and./or the WCP Borrowers (as applicable) hereunder (as the same may be
    cancelled, reduced, varied or terminated in accordance with the terms of
    this Agreement);

    "Tranche B Multicurrency Revolving Commitment" means, in relation to the
    participation of any Lender in the Tranche B Multicurrency Revolving
    Facility, the amount (or the Equivalent Amount thereof) stated opposite its
    name in Schedule 1 in relation to the Facility (or in the case of a
    Transferee, the amount or Equivalent Amount of such amount stated in the
    Schedule to the relevant Transfer Certificate as being transferred to that
    Transferee), in each case as the same may be transferred (in whole or in
    part), cancelled, reduced, varied or terminated in accordance with the terms
    of this Agreement;

    "Transfer" has the meaning given to it in Clause 25.2;

    "Transfer Certificate" means a certificate substantially in the form set out
    in Schedule 7;

    "Transferee" means a bank, financial institution or other person to which a
    Lender seeks to transfer or has transferred all or part of its rights and
    obligations hereunder;

    "United Kingdom" or "UK" means the United Kingdom of Great Britain and
    Northern Ireland;

    "United States" or "US" means the United States of America;

    "USD" means the lawful currency from time to time of the United States;

    "US Obligor" means any Obligor organised under the laws of any jurisdiction
    within the United States;

    "VAT" means value added tax imposed in any relevant jurisdiction or any
    other tax of a substantially similar nature substituted therefor from time
    to time;

    "WCP Advance" means an Advance under a WCP Facility;

    "WCP Agreement" means an agreement between a WCP Provider and the Borrower
    and/or the WCP Borrowers (as is appropriate) relating to a WCP Facility;

    "WCP Borrowers" means ChiRex (Dudley) Limited and/or ChiRex (Annan) Limited;
<PAGE>

    "WCP Commitment" means, in respect of any WCP Provider for a WCP Facility,
    the amount designated by the WCP Provider pursuant to Clause 3.6.1, as such
    WCP Commitment may be reduced pursuant to the terms of this Agreement;

    "WCP Facility" means a revolving credit facility made available by a WCP
    Provider to the Borrower and/or the WCP Borrowers (as appropriate) pursuant
    to Clause 3.6 and "WCP Facilities" means all such facilities;

    "WCP Provider" means any Lender acting through a branch or affiliate in
    respect of a WCP Commitment of that Lender;

    "Working Capital" means in relation to a person or group of persons under
    any Approved Accounting Principles, trade and other debtors in respect of
    operating items plus prepayments and inventory less trade and other
    creditors in respect of operating items and less accrued expenses and
    accrued costs, in each case determined in accordance with such Approved
    Accounting Principles for such person or, on a consolidated basis, for such
    persons (as the case may be); and

    "Yen" means the lawful currency from time to time of Japan.

1.2  Construction of Other Terms
     In this Agreement, unless the context otherwise requires, a reference to:

     1.2.1  "affiliate" means in relation to any person (a) any person (other
            than a subsidiary) which, directly or indirectly, is in control of,
            is controlled by, or is under common control with such person, or
            (b) any person who is a director or officer (i) of such person, (ii)
            of any subsidiary of such person or (iii) of any person described in
            clause (a) above. For purposes of this definition, "control" of a
            person shall mean the power, direct or indirect, (i) to vote 25% or
            more of the securities having ordinary voting power for the election
            of directors of such person, whether by way of ownership of
            securities, contract, proxy or otherwise, or (ii) to direct or cause
            the direction of the management and policies of such person, whether
            by ownership of securities, contract, proxy or otherwise;

     1.2.2  "assets" means business, undertaking, property, assets (tangible or
            intangible), revenues, rights and uncalled capital, wherever
            situated, present, future and contingent (including uncalled share
            capital), and every kind of interest in an asset, except that the
            word "contingent" shall not be deemed included in this definition
            where the definition is used in provisions relating to financial
            accounting;

     1.2.3  "indebtedness" includes any obligation (whether incurred as
            principal or as surety) for the payment or repayment of money,
            whether present or future, actual or contingent, except that the
            word "contingent" shall not be deemed included in this definition
            where the definition is used in provisions relating to financial
            accounting;

     1.2.4  a document or other writing being "in the agreed terms" means that
            the relevant document or writing is in form and substance
            satisfactory to the Agent and has been initialled by or on behalf of
            the Agent and the Borrower (or their respective agents) on or before
            the date hereof;

     1.2.5  an event or matter having a "Material Adverse Effect" is to be
            construed as a reference to an event or matter (a) which has or is
            reasonably likely to have a material adverse effect on the
            prospects, financial condition, business, assets or revenues of the
            ChiRex Group taken as a
<PAGE>

            whole such that the Obligors, taken as a whole, will be, or are
            reasonably likely to be, unable to perform in a timely and diligent
            manner all or any of their material obligations (including, without
            limitation, payment obligations) under each of the Finance Documents
            or (b) resulting in any material term of the Finance Documents not
            being legal, valid and binding on and enforceable against any
            Obligor party thereto, subject only to the Reservations;

     1.2.6  a "month" means (save where used in the expression "calendar month")
            a period starting on one day in a calendar month and ending on the
            numerically corresponding day in the next calendar month (or in a
            subsequent calendar month in the case of the plural "months"),
            provided that if:

            (a)  any such period would otherwise end on a day which is not a
                 Business Day, it shall end on the next Business Day in the same
                 calendar month, or if none, on the preceding Business Day; and

            (b)  a period starts on the last Business Day in a calendar month or
                 if there is no numerically corresponding day in the month in
                 which that period ends, that period shall end on the last
                 Business Day in that later month;

            (and references to "months" shall be construed accordingly);

     1.2.7  "outstanding" under a Facility means the principal amount of all
            Advances outstanding under such Facility;

     1.2.8  a "person" includes any person, firm, company, corporation,
            government, state or agency of a state or any undertaking (within
            the meaning of Section 259(1) of the Companies Act 1985) or other
            entity or association (whether or not having separate legal
            personality), or any two or more of the foregoing;

     1.2.9  "repayment" includes "prepayment" and its grammatical variations and
            cognate expressions shall be construed accordingly;

     1.2.10 "subsidiary" means, with respect to any person, any corporation or
            other person more than fifty percent (50%) of whose securities or
            other ownership interests having ordinary voting power for the
            election of directors or similar representatives other than
            securities having such power only by reason of the happening of a
            contingency) are, as of the date of determination thereof, directly
            or indirectly owned by such person or one or more of such person's
            subsidiaries; and

     1.2.11 "winding-up" of any person includes its dissolution and/or
            termination and/or any equivalent or analogous proceedings under the
            law of any jurisdiction in which the person concerned is
            incorporated, registered, established or carries on business or to
            which that person is subject.

1.3  Other Provisions

     Except where a contrary intention appears, in this Agreement:

     1.3.1  a reference to an Obligor or a Finance Party is, where relevant,
            deemed to be a reference to or to include, as appropriate, their
            respective successors or assigns;

     1.3.2  references to Clauses and Schedules are references to, respectively,
            clauses of and schedules to this Agreement;

     1.3.3  a reference to any agreement, deed or other instrument (including
            the Finance Documents) is to be construed as a reference to that
            agreement, deed or other
<PAGE>

            instrument as it may have been or hereafter be, from time to time,
            amended, varied, supplemented, restated or novated but excluding for
            this purpose any amendment, variation, supplement or modification
            which is contrary to any provision of any of the Finance Documents;

     1.3.4  a reference to a statute, law, rule, regulation or statutory
            instrument is to be construed as a reference to that statute as the
            same may have been, or may from time to time hereafter be, amended
            or re-enacted;

     1.3.5  a time of day is a reference to London, England time;

     1.3.6  the index to and the headings in this Agreement are inserted for
            convenience only and are to be ignored in construing this Agreement;

     1.3.7  references to the singular shall include the plural and vice versa,
            and reference by way of masculine pronoun or adjective shall include
            references by way of the feminine, and vice versa; and

     1.3.8  accounting terms are to be construed in accordance with the Approved
            Accounting Principles.

2  THE FACILITIES

2.1  The Facilities

     The Lenders grant to the Borrower, upon the terms and subject to the
     conditions of this Agreement, the Facilities.

2.2  Purpose

     2.2.1  Tranche A Term Facility: The proceeds of the Advance under the
            Tranche A Term Facility shall be used by the Borrower to advance to
            ChiRex (Annan) Limited the consideration for the purchase of the
            Assets from Glaxo Group Limited pursuant to the Sale and Purchase
            Agreement and for general corporate purposes.

     2.2.2  Tranche B Multicurrency Revolving Facility: The proceeds of any
            Advance under the Tranche B Multicurrency Revolving Facility
            (including WCP Advances, except as otherwise restricted by Clause
            3.6) shall be used by the Borrower to fund capital expenditure,
            working capital and to advance to any member of the ChiRex Group for
            general corporate purposes (which shall for the avoidance of doubt
            include, acquisition finance) of such member of the ChiRex Group
            and, in the case of a WCP Advance to the Borrower and the WCP
            Borrowers (or one of them as the case may be), to fund working
            capital.

     2.2.3  Financial Assistance: No amount drawn down hereunder shall be
            applied by an Obligor in a manner which may be prohibited by any
            financial assistance or other similar laws in any relevant
            jurisdiction.

     2.2.4  Each of the WCP Borrowers hereby agree that they shall only ever be
            entitled to Drawdown under the WCP Facility and that they shall make
            no attempt to Drawdown under the Tranche A Facility or under the
            Tranche B Facility to the extent that the latter does not form part
            of the designated WCP Facility.
<PAGE>

3    PARTICIPATION OF LENDERS

3.1  Basis of Participation

     Subject to the provisions of this Agreement, each Lender will participate
     in each Advance in the proportion which (i) in the case of an Advance under
     the Tranche A Term Facility, its Commitment in relation to such Facility as
     at the Drawdown Date bears to the undrawn portion of the Total Commitments
     of the Lenders in relation to such Facility as at such date, and (ii) in
     the case of an Advance under the Tranche B Multicurrency Revolving
     Facility, its Net Tranche B Multicurrency Revolving Commitment in relation
     to such Facility as at the Drawdown Date bears to the undrawn Net Tranche B
     Multicurrency Revolving Commitments of the Lenders in relation to such
     Facility as at such date.

     None of the Lenders is obliged to participate in an Advance to the extent
     that to do so would result in the amount outstanding to it under the
     relevant Facility exceeding its Commitment in respect of that Facility.

3.2  Lending Office

     3.2.1  Each Lender will participate in each Advance as aforesaid through
            its Lending Office.

     3.2.2  If any Lender changes any Lending Office, that Lender agrees to
            notify the Agent and the Borrower promptly of such change and, until
            it does so, the Agent and the Borrower shall be entitled to assume
            that no such change has taken place.

3.3  Rights and Obligations of Finance Parties

     3.3.1  The rights and obligations of each of the Finance Parties under the
            Finance Documents are several. Failure of any Finance Party to
            observe and perform its obligations under any Finance Document shall
            neither:

            (a)  result in any other Finance Party incurring any liability
                 whatsoever; nor

            (b)  relieve the Borrower, the WCP Borrowers or any other Finance
                 Party from their respective obligations under the Finance
                 Documents.

     3.3.2  Notwithstanding any other provision of any Finance Document, the
            interests of each Finance Party are several and the total amounts
            outstanding at any time under the Finance Documents and due to each
            Finance Party constitute separate and independent debts.

3.4  Enforcement of Rights

     Each Finance Party has the right to protect and enforce its rights arising
     out of the Finance Documents and it will not be necessary for any other
     Finance Party to be joined as an additional party in any proceedings
     brought for the purpose of protecting or enforcing such rights.

3.5  Syndication

     The Borrower and the WCP Borrowers acknowledge that, without limitation of
     the provisions of Clause 25, the Lenders may assign or transfer their
     respective rights under this Agreement ("Syndication") and the Borrower and
     the WCP Borrowers undertake to assist and co-operate with the Arranger in
     Syndication in such manner and to such extent
<PAGE>

     as the Arranger may from time to time each reasonably request including,
     without limitation, by:

     (a)  providing and causing both the Borrowers advisers and the WCP
          Borrower's Borrowers' to provide Arranger with all reasonable
          information deemed necessary by the Arranger to complete syndication,
          including but not limited to information and evaluations prepared by
          the Borrower the WCP Borrowers and their respective advisers;

     (b)  assisting in the preparation of an Information Memorandum;

     (c)  making available officers of the Borrower the WCP Borrowers and ChiRex
          Inc. from time to time and, as may reasonably be requested, causing
          such officers to attend and make presentations regarding the business
          and prospects of the Borrower the WCP Borrowers and ChiRex Inc., as
          appropriate, at a meeting or meetings of Lenders or prospective
          Lenders;

     (d)  arranging and conducting appropriate Borrower site visits for the
          Arranger;

     (e)  selecting Interest Periods having a duration of not more than one
          month in respect of all Advances made for the first six months
          following the date of this Agreement or, if earlier, the date on which
          the Agent notifies the Borrower and the WCP Borrowers that in the
          Agent's determination Syndication is completed, which the Agent hereby
          agrees to do promptly upon completion of Syndication; and

     (f)  refraining and causing its subsidiaries to refrain, from placing any
          of their respective borrowings in the English, French, Spanish or
          international financial or capital markets until the earlier of (i)
          six months after the date of this Agreement, and (ii) completion of
          such Syndication as notified to the Borrower and the WCP Borrowers by
          the Agent.

3.6  The WCP Facilities

     3.6.1

     (a)  If a WCP Provider so agrees, at the request of the Borrower and/or the
          WCP Borrowers (as appropriate), a WCP Provider may designate by notice
          to the Agent all or part of its Tranche B Multicurrency Revolving
          Commitment as being utilised by its provision of a WCP Commitment in
          the amount designated in respect of a WCP Facility for the Borrower
          and/or the WCP Borrowers (as appropriate), up to a maximum aggregate
          amount of GBP 3,000,000 or the Equivalent Amount thereof.

     (b)  Under no circumstance shall the aggregate of any WCP Provider's WCP
          Commitments exceed such WCP Provider's Tranche B Multicurrency
          Revolving Commitment.

     (c)  Subject to the terms of this Agreement,

          (i)  while and to the extent a WCP Facility is made available for
               drawing by the Borrower and/or the WCP Borrowers (as
               appropriate), the Tranche B Multicurrency Revolving Commitment of
               the WCP Provider for that WCP Facility shall be reduced by the
               amount of its WCP Commitment in respect of that WCP Facility, as
<PAGE>

               set forth in the definition of Net Tranche B Multicurrency
               Revolving Commitment; and

          (ii) the Borrower and/or the WCP Borrowers (as appropriate) may cancel
               any undrawn element of a WCP Facility at any time, and in any
               such event or upon the expiration of the WCP commitment for that
               WCP Facility, the Net Tranche B Multicurrency Revolving
               Commitment of the WCP Provider for that WCP Facility shall
               automatically be increased by the amount so cancelled or expired;
               provided that such WCP Provider's Net Tranche B Multicurrency
               --------
               Revolving Commitment shall not be increased in excess of its
               Tranche B Multicurrency Revolving Commitment.

3.6.2  Each WCP Facility shall be made available to the Borrower and/or the WCP
       Borrowers (as appropriate) upon the terms of this Agreement, as follows:

       (a)  WCP Advances may be in the form of cash Advances, letters of credit
            or revolving credit guarantees as agreed between the relevant WCP
            Provider and the Borrower and/or the WCP Borrowers (as appropriate)
            in the applicable WCP Agreement.

       (b)  WCP Advances under a WCP Facility shall, except as otherwise
            provided, be made available to the Borrower and/or the WCP Borrowers
            (as appropriate) on the same terms and conditions (including without
            limitation the terms and conditions relating to interest, payments,
            change in circumstances, defaults, etc.) under which Advances under
            the Tranche B Multicurrency Revolving Facility are made available to
            the Borrower under this Agreement, provided that for purposes of
            Clauses 2, 3 and 5 to 11 (inclusive):

            (i)    the Lending Office(s) of a WCP Provider for purposes of its
                   WCP Facility may be different from the Lending Office(s) it
                   designates for other purposes under this Agreement;

            (ii)   except as set forth in Clause 3.6.1, all notices to be given
                   by or to the Agent in respect of a Tranche B Multicurrency
                   Revolving Advance shall, in respect of a WCP Advance, be
                   given by or to (as applicable) the WCP Provider for the
                   relevant WCP Facility (and references to the Agent and its
                   address in the relevant provisions of such clauses shall be
                   deemed references to the relevant WCP Provider and its
                   address for this purpose);

            (iii)  all determinations to be made by the Agent in respect of a
                   Tranche B Multicurrency Revolving Advance shall, in respect
                   of a WCP Advance, be made by the relevant WCP Provider (and
                   references to the Agent in the relevant provisions of such
                   clauses shall be deemed references to the relevant WCP
                   Provider for this purpose);

            (iv)   all payments which, in respect of a Tranche B Multicurrency
                   Revolving Advance are required to be made to the Agent
                   hereunder shall, in respect of a WCP Advance to the Borrower
                   and/or the WCP Borrowers (as appropriate), be made to the WCP
                   Provider in respect of those WCP Advances (and references to
                   the Agent and
<PAGE>

                   its address in the relevant provisions of such clauses shall
                   be deemed references to the relevant WCP Provider and its
                   address for this purpose); and

            (v)    each WCP Advance shall be in such minimum amount and integral
                   multiples as is agreed between the relevant WCP Provider and
                   the Borrower and/or the WCP Borrowers (as appropriate) in the
                   applicable WCP Agreement.

       (c)  The foregoing notwithstanding, the Borrower and/or the WCP Borrowers
            (as appropriate) and WCP Provider in relation to a WCP Facility may
            agree in a WCP Agreement between them to vary the interest rate
            applicable to WCP Advances under the WCP Facility, the number of WCP
            Advances that may be outstanding at any one time, or the form of or
            requirement for any Drawdown Request or the notice required to make
            a drawing of a WCP Advance under that WCP Facility, and payment and
            amount of fees; provided that such WCP Agreement may not amend,
                            --------
            supplement or vary this Agreement in any other respect without the
            consent of the Agent acting at the direction of the Majority
            Lenders, or, to the extent required by the other provisions of this
            Agreement, the Lenders.

       (d)  In addition to the foregoing, Clause 8.3.4 shall not apply in
            respect of any WCP Advance.

3.7  Certain Adjustments Relating to WCP Facilities

     3.7.1  Following the occurrence and during the continuance of an Event of
            Default:

       (a)  each WCP Provider shall promptly notify the Agent of any Recovery
            made by it from the Borrower and/or the WCP Borrowers (as
            appropriate) and/or any loss or expense suffered by it in connection
            with the failure to repay in full, in each case by reference to the
            WCP Facility or WCP Facilities to which it is a party; and

       (b)  in the event of a shortfall as regards any or all of the Obligors
            under the Finance Documents, the Agent shall calculate the necessary
            adjustments between that WCP Provider and the other Lenders so that,
            as closely as is practicable, each Lender shares any loss suffered
            by all the Lenders (including the WCP Provider) in the proportion
            which that Lender's Commitments under the Facilities bears to the
            Total Commitments under the Facilities.

       (c)  The Lenders (including each WCP Provider) agree to accept as
            conclusive (in the absence of manifest error) the calculations of
            the Agent under paragraph (b) above and to make such consequential
            payments as between themselves as may be necessary to achieve the
            proportionate loss sharing contemplated by that paragraph (b) and to
            give effect to Clause 19.

     3.7.2  Any consequential payment made by a Lender under Clause 3.7.1 above
            is without prejudice to the obligations under this Agreement of the
            Borrower and/or the WCP Borrowers (as appropriate) to pay all
            amounts due and payable under this Agreement.
<PAGE>

4  CONDITIONS PRECEDENT

4.1  Initial conditions precedent

     4.1.1  The obligations of the Lenders to make any Advance available to the
            Borrowers under this Agreement are conditioned upon the Agent and
            its legal advisers having received the following documents and
            evidence in all respects (except where otherwise specified) in form
            and substance satisfactory to the Agent and its legal advisers by
            12.00 noon on the first Business Day prior to the Initial Drawdown
            Date:

            (a)  a copy, certified as of the Initial Drawdown Date as true and
                 complete by a duly authorised representative of the relevant
                 Obligor, of

                 (i)    the constitutional documents of each Obligor, including
                        evidence of due incorporation, together with
                        satisfactory search results of any public corporate
                        registers of that Obligor;

                 (ii)   board (or other appropriate governing body) resolutions
                        of each Obligor (A) approving the transactions and the
                        matters contemplated by each of the Finance Documents,
                        and (B) authorising or granting a power of attorney to a
                        specified person or persons to (x) execute on its behalf
                        each of the Finance Documents to which it is a party,
                        and (y) give all notices, requests, instructions,
                        certificates and other documents for that Obligor in
                        connection with each of the Finance Documents to which
                        it is a party;

                 (iii)  all other corporate, trust or other applicable
                        authorisations and actions of it required (including
                        without limitation any resolutions of shareholders or
                        approvals of beneficiaries) to enable it to enter into,
                        execute and perform those of the Finance Documents to
                        which it is, or is to be, a party;

                 (iv)   specimen signatures of the signatories authorised by
                        each Obligor in the board (or other appropriate
                        governing body) resolutions described in Clause 4.1.1
                        (a)(ii) to sign Financing Documents to which it is or is
                        to be a party; and

                 (v)    all other resolutions, powers, declarations, approvals,
                        consents and licenses (corporate, official or otherwise)
                        necessary or appropriate for the entry into and
                        performance by each Obligor of the Finance Documents to
                        which it is or is to be a party, and for the
                        enforceability and validity thereof;

            (b)  duly and unconditionally executed counterparts (except where
                 such documents are expressly governed (in whole or in part) by
                 Scottish law, in which case such documents shall not be
                 executed in counterparts) of:

                 (i)    this Agreement; and

                 (ii)   each of the Security Documents;

            (c)  legal opinions properly addressed to the Agent and Lenders
                 from:

                 (i)    Cravath, Swaine & Moore, U.S. legal advisers to the
                        ChiRex Group;
<PAGE>

                 (ii)    Dibb Lupton Alsop, English legal advisers to the ChiRex
                         Group; and

                 (iii)   Linklaters & Alliance legal advisers to the Agent;

(d)

                 (i)     in relation to the Annan Facility, evidence that:

                         (A) the consummation of the transactions contemplated
                         in the Sale and Purchase Agreement and entry into the
                         Supply Agreement will occur on terms and conditions
                         acceptable to the Agent substantially contemporaneously
                         with the Initial Drawdown; and

                         (B) an executed and completed letter of obligation from
                         Brodies WS, "Disposition" in favour of ChiRex (Annan)
                         Limited, a wire transfer in respect of (i) stamp duty
                         on the Disposition in the amount of GBP 240,000 and
                         (ii) registration dues on the Disposition and Standard
                         Security in the amount of GBP 7,522, and the prior
                         writs and land registration forms 1 and 4 in respect of
                         the Disposition, have each been delivered to Tods
                         Murray, Scottish counsel for the Agent; and

                 (ii)    in relation to the Dudley Facility, evidence that the
                         Security Interest held by Midland Bank plc has been
                         paid and discharged in full substantially
                         contemporaneously with the Initial Drawdown;

     (e)  delivery of share certificates and share transfer forms and/or
          evidence of the relevant recording on the share registers with respect
          to the shares of ChiRex America Inc., the Borrower, ChiRex (Dudley)
          Limited and ChiRex (Annan) Limited, and the Holdings Note, the Annan
          Note and the Multiborrower Revolving Note, all as pledged pursuant to
          the Security Documents, and/or any other evidence that the Security
          Interests created hereby are appropriately perfected or will be
          perfected upon registration under applicable law;

     (f)  Environmental Report;

     (g)  Due Diligence Report (Legal);

     (h)  Business Plan;

     (i)  Operating Budget;

     (j)  Accountants' Report and Industry Report;

     (k)  in each case, unless the relevant report itself is addressed to the
          Agent and each of the Lenders, reliance letters addressed to the Agent
          and each of the Lenders in form and substance satisfactory to the
          Agent with respect to each of (i) the Environmental Report, to the
          extent it relates to the Annan Facility, (ii) the Due Diligence Report
          (Legal) as described in item (ii), (iii) and (iv) of the definition
          thereof, (iii) the Accountants' Report, and (iv) the Industry Report;

     (l)  analyses and evidence of insurance complying with Clause 13.2.6
          (Insurances) in scope, form and substance reasonably satisfactory to
          the Agent;
<PAGE>

            (m)  audited consolidated financial statements for ChiRex Inc. for
                 the Accounting Reference Period ended 31 December, 1996 and
                 unaudited interim financial statement for the Accounting
                 Quarter ended 30 June 1997;

            (n)  each of the financial statements and other materials required
                 pursuant to Clause 13.3.4 (Financial Statements and Operating
                 Budget);

            (o)  copies of each of the agreements, deeds or other instruments,
                 in each case containing covenants, events of default and
                 matters relating to requirements for repayment in advance of
                 scheduled maturity in form and substance reasonably
                 satisfactory to the Agent, evidencing the Continuing
                 Indebtedness, certified as of the Initial Drawdown Date by a
                 duly authorised representative of the Borrower;

            (p)  evidence that the agents for service of process named in Clause
                 30.2 have accepted their respective appointments for the
                 purposes of this Agreement and the other Finance Documents; and

            (q)  evidence of the payment of the fees specified in Clause
                 11.1.1(b).

     4.1.2  The Agent acknowledges that the conditions set out at 4.1.1 above
            were fulfilled and that notice to that effect was given to the
            Borrower and each of the Lenders shortly after the Initial Drawdown
            Date.

4.2  Additional Conditions Precedent for All Advances

     4.2.1  The obligations of the Lenders to make any Advance to the Borrower
            and/or the WCP Borrowers (as appropriate) is subject to the
            following further conditions precedent that on both the date of the
            relevant Drawdown Request and the relevant Drawdown Date, unless
            waived by the Agent acting in accordance with Clause 26:

            (a)  no Event of Default or Potential Event of Default has occurred
                 and continues unremedied or will occur as a result of the
                 making of the Advance; and

            (b)  the representations and warranties required to be made in
                 accordance with Clause 12 are true and accurate in all material
                 respects in each case by reference to the facts and
                 circumstances then subsisting and will remain true and accurate
                 immediately after the Advance is made.

     4.2.2  Each Drawdown must fall on a Business Day on or before the expiry of
            the Availability Period for the relevant Facility. Any amounts not
            drawn on or before the expiry of the Availability Period for the
            Facility shall be cancelled.

5    DRAWDOWN PROCEDURES AND LENDERS' PARTICIPATIONS

5.1  Drawdown of Advances

     5.1.1  Whenever the Borrower and/or the WCP Borrowers (as appropriate)
            wishes to borrow an Advance, the Borrower must deliver to the Agent
            a duly completed Drawdown Request not later than 10.00 a.m. two
            Business Days in the case of Drawdowns in GBP and three Business
            Days in the case of Drawdowns in all other Available Currencies
            prior to the proposed Drawdown Date (including with respect to the
            Initial Drawdown Date).
<PAGE>

     5.1.2  A Drawdown Request for an Advance delivered to the Agent must be in
            the form set out in Schedule 3 and must specify each of the
            following:

            (a)  the proposed Drawdown Date for the Advance (which must be a
                 Business Day falling within the Availability Period);

            (b)  the amount of the Advance which amount must be a minimum of GBP
                 100,000 or the Equivalent Amount thereof and an integral
                 multiple of GBP 100,000 or the Equivalent Amount thereof,
                 except to the extent of variations from such amounts for
                 rounding purposes approved by the Agent;

            (c)  the duration of the first Interest Period applicable to the
                 Advance, which must comply with Clause 8.3;

            (d)  the account to which the proceeds of the Advance are to be
                 paid; and

            (e)  the purpose for which the Advance is requested.

     5.1.3  In no event may the amount specified in a Drawdown Request be such
            that the Loan would thereby exceed the then Total Commitments. If,
            however, the amount specified in a Drawdown Request exceeds the then
            Total Commitments, and the amount of that excess may reasonably be
            attributed to exchange rate fluctuations on or after the date a
            Drawdown Request is given, the Agent in its sole discretion may
            agree with the Borrower and/or the WCP Borrowers (as appropriate) to
            adjustments, complying with the terms and conditions of this
            Agreement, in the amount of any Loan requested pursuant to such
            Drawdown Request so that the amounts requested pursuant to such
            Drawdown Request comply with this Clause 5.1.3. The Agent shall
            notify the Lenders promptly after any such adjustment is made, and
            all expenses, losses, damages and liability of the Lenders arising
            out of any such adjustments shall be for the account of the Borrower
            and/or the WCP Borrowers (as appropriate) pursuant to Clause 27.1
            (General Indemnity and Breakage Costs).

     5.1.4  A Drawdown Request in relation to an Advance, once given, may not be
            withdrawn or revoked.

     5.1.5  Advances under the Tranche A Term Facility may only be requested for
            the Initial Drawdown Date and the Second Drawdown Date.

     5.1.6  Not more than fifteen separate Tranche B Multicurrency Revolving
            Advances may be outstanding at any time.

5.1.7

            (a)  The Borrower and/or the WCP Borrowers (as appropriate) may not
                 request the drawdown of an Advance in a currency other than
                 euro, DEM, FF, LIT, GBP, CHF, Yen or USD (unless the Agent has
                 confirmed in writing to the Borrower and/or the WCP Borrowers
                 (as appropriate) that such other currency is freely available
                 to all the Lenders and is one in which dealings regularly occur
                 in the London interbank market).

            (b)  Notwithstanding Clause 5.1.7(a), if before 9.15 a.m. (London
                 time) on the proposed Drawdown Date for a utilisation to be
                 denominated in a currency other than euro, DEM, FF, LIT, GBP,
                 CHF, Yen or USD:
<PAGE>

              (i)  the Agent receives notice from a Lender that it is
                   impracticable for the Lender to fund its participation for
                   the relevant Interest Period in such currency in the ordinary
                   course of its business in the London interbank market; or

              (ii) the drawing of the proposed Advance in such currency could,
                   in the opinion of the Agent, be reasonably likely to
                   contravene any applicable law or regulation;

              then:

              (A)  The Agent shall promptly and in any event before 10.00 a.m.
                   on that Drawdown Date notify the Borrower and/or the WCP
                   Borrowers (as appropriate);

              (B)  if the Agent receives notice from the Borrower and/or the WCP
                   Borrowers (as appropriate) by 11.00 a.m. on the relevant
                   Drawdown Date, the drawdown shall not be made;

              (C)  if the Agent does not receive any notice under sub-paragraph
                   (B) above, the drawdown will be denominated instead in GBP
                   and there shall be substituted in the definition of "LIBOR'
                   in Clause 1.1 the time "1.00 p.m." for the time "11.00 a.m.";
                   and

              (D)  the Borrower and/or the WCP Borrowers (as appropriate) shall
                   forthwith on demand indemnify each Lender against any
                   liability which that Lender incurs as a consequence of the
                   operation of this Clause 5.1.7(b).

5.2  Lenders' Participations

     5.2.1 Subject to the provisions of this Agreement, each Lender will make
           available to the Agent its Participation Proportion of the relevant
           Advance on the relevant Drawdown Date in accordance with Clause
           9. 1.1 (Payments).

     5.2.2 If, prior to an Advance being made, a Lender's Commitment has been or
           will be wholly cancelled or terminated pursuant to this Agreement,
           such Lender will not participate in such Advance.

5.3  Notice to the Lenders of a Proposed Drawdown

     Whenever the Agent receives a Drawdown Request which complies with the
     requirements of Clause 5.1, the Agent will promptly give notice to each of
     the Lenders of (a) the details of the requested Advance, and (b) the amount
     of such Lender's participation (or deemed participation) in the relevant
     Advance.

6    REPAYMENT OF ADVANCES

6.1  Repayment of Tranche A Term Loans

     6.1.1 On each Repayment Date, the Borrower shall repay or cause the
           repayment (as applicable) of the aggregate amount of the Tranche A
           Term Loan set forth opposite such date in Schedule 2.
<PAGE>

     6.1.2 If any Repayment Date is not a Business Day it will be adjusted to
           fall on the next succeeding Business Day unless the result of such
           adjustment would be to carry that Repayment Date into another
           calendar month, in which event such Repayment Date shall be the last
           preceding Business Day.

     6.1.3 Any amount of the Tranche A Term Loan repaid under this Agreement may
           not be redrawn subject to the ability of the Borrower to drawdown on
           the Second Drawdown Date and after the Second Drawdown Date the
           relevant Tranche A Term Commitment shall be reduced by an amount
           equal to the amount of such Loan so repaid.

6.2  Repayment of Tranche B Multicurrency Revolving Advances

     6.2.1 Each Advance under the Tranche B Multicurrency Revolving Facility
           shall be borrowed for a period equal to the Interest Period selected
           in relation to such Advance. The Borrower and/or the WCP Borrowers
           (as appropriate) shall accordingly repay each such Advance on the
           last day of such Interest Period in the currency in which such
           Advance was made to the Borrower and/or the WCP Borrowers (as
           appropriate).

     6.2.2 The Borrower shall ensure that the aggregate principal amount of all
           Tranche B Multicurrency Revolving Advances from time to time
           outstanding does not exceed the aggregate amount of the Tranche B
           Multicurrency Revolving Facility from time to time (including
           Equivalent Amounts in respect of Advances not denominated in GBP).

     6.2.3 Subject to the provisions of this Agreement, Tranche B Multicurrency
           Revolving Advances repaid in accordance with Clause 6.2.1 above shall
           be capable of being redrawn by the Borrower and/or the WCP Borrowers
           (as appropriate).

     6.2.4 Subject to the terms of this Agreement on December 31, 2004 the
           Borrower shall repay all remaining outstanding Tranche B
           Multicurrency Revolving Advances.

     6.2.5 Subject to the terms of this Agreement, if any Tranche B
           Multicurrency Revolving Advance (the "New Revolving Advance") is to
           be made to the Borrower and/or the WCP Borrowers (as appropriate) on
           the day on which another Tranche B Multicurrency Revolving Advance
           denominated in the same currency (the "Maturing Revolving Advance")
           is due to be repaid (the "Revolving Maturity Date") by the Borrower
           and/or the WCP Borrowers (as appropriate) then (subject to there
           being no Event of Default or Potential Event of Default), as between
           each Lender and the Borrower and/or the WCP Borrowers (as
           appropriate), the amount to be repaid by the Borrower and/or the WCP
           Borrowers (as appropriate) by way of Maturing Revolving Advance shall
           be set off against the amount of the New Revolving Advance to be
           advanced by each Lender (in respect of its participation) and the
           party to whom the smaller amount is to be paid shall advance or repay
           (as appropriate) to the party to whom the larger amount is to be paid
           the difference between the two amounts on the Revolving Maturity
           Date.
<PAGE>

7  PREPAYMENT AND CANCELLATION

7.1  Voluntary Prepayments

     7.1.1 Subject to the order of application set forth in Clause 7.3.1. the
           Borrower and/or the WCP Borrowers (as appropriate) may voluntarily
           prepay the whole or part of any Advance on the last day of an
           Interest Period (or on any other Business Day subject to payment of
           any breakage costs thereby incurred by any Lender in accordance with
           Clause 27.1) relating thereto provided that the Agent has received
           from the Borrower and/or the WCP Borrowers (as appropriate) not less
           than ten Business Days' notice of the proposed date and the amount of
           the prepayment.

     7.1.2 If the Loans are to be prepaid voluntarily in part, the aggregate
           amount of the partial prepayment must be a minimum of GBP 100,000 or
           the Equivalent Amount thereof and an integral multiple of GBP 100,000
           or the Equivalent Amount thereof.

     7.1.3 A prepayment made in accordance with the terms of this Clause 7 may
           be made without premium or penalty.

7.2  Mandatory Prepayments

7.2.1  Asset Disposals

       If the Borrower and/or the WCP Borrowers (as appropriate) disposes of
       an asset (other than:

       (a) a disposal permitted by Clauses 13.2.8(a), (b) or (c), or

       (b) disposals permitted by Clauses 13.2.8(d) and (e) up to an aggregate
           amount of Net Cash Proceeds for all such disposals described in this
           sub-clause (b) of GBP (Pounds)2,500,000 (or its equivalent) following
           the date of this Agreement),

       the Net Cash Proceeds of such disposal shall be applied by the Borrower
       and/or the WCP Borrowers (as appropriate) as promptly as practicable in
       prepayment of the outstandings under this Agreement in accordance with
       Clause 7.3.1 below.

7.2.2  Cashflow

       Before the Achievement Date only, the Borrower will once per annum make a
       prepayment to be applied against the outstandings under this Agreement in
       accordance with Clause 7.3.1 below within 120 days of the expiry of each
       Accounting Reference Period (beginning with the Accounting Reference
       Period ended 31 December 1998) in the amount of 50% of the aggregate of
       the unconsolidated Cashfiow, without allowing for any duplication, of
       each Obligor (determined in accordance with the respective applicable
       Approved Accounting Principles) for the Accounting Reference Period then
       ended, if a positive number.

7.2.3  Change of Control

       Immediately upon a Change of Control:

       (a) the Borrower and/or the WCP Borrowers (as appropriate) will prepay
           all Advances, accrued interest thereon and all other sums payable
           under this Agreement and the other Finance Documents; and
<PAGE>

       (b) the unborrowed amount of all Facilities will be cancelled and the
           Commitment of each Lender in respect of each Facility shall be
           reduced to zero.

7.3    Prepayments; Order of Application

       7.3.1 Partial prepayments made pursuant to Clauses 7.1 and 7.2 will be
             applied by the Borrower first, to the permanent prepayment of the
             Tranche A Term Loan (to be applied pro-rata against the scheduled
             remaining repayments thereof); and second, to the permanent
             prepayment of the Tranche B Multicurrency Revolving Advances.

       7.3.2 Amounts applied in permanent repayment of the Tranche B
             Multicurrency Revolving Advances may not be redrawn and, upon any
             such prepayment, each Lender's Tranche B Multicurrency Revolving
             Commitment shall be reduced proportionately.

7.4    Prepayments during Interest Periods

       Prepayments pursuant to Clauses 7.1, 7.2 and 7.3 applied to the
       obligations of the Borrower and/or the WCP Borrowers (as appropriate)
       hereunder shall be subject to payment of any breakage costs incurred by
       any Finance Party, calculated in accordance with Clause 27.1 (General
       Indemnity and Breakage Costs). If requested by the Borrower and/or the
       WCP Borrowers (as appropriate), the Agent shall deposit the proceeds of
       prepayment in an interest-bearing account established on terms (including
       terms as to security) in all respects satisfactory to the Agent until the
       end of the Interest Period then current and apply such funds (together
       with any interest accrued thereon) toward the required prepayment on the
       last day of such Interest Period.

7.5    Cancellation

       7.5.1 The Borrower and/or the WCP Borrowers (as appropriate)may cancel
             the whole or any part (but if in part, in a minimum amount of GBP
             100,000 or the Equivalent Amount thereof and in integral multiples
             of GBP 100,000 or the Equivalent Amount thereof) of the Tranche B
             Multicurrency Revolving Facility undrawn when the notice of
             cancellation takes effect if it gives two Business Day written
             notice of cancellation to the Agent. Cancellation made in
             accordance with the terms of this Clause 7 may be made without
             penalty.

       7.5.2 Upon each cancellation of the Tranche B Multicurrency Revolving
             Facility, the Borrower and/or the WCP Borrowers (as appropriate)
             shall be required to make such repayments thereof as are necessary
             so that the Tranche B Multicurrency Revolving Advances outstanding
             at the time of the cancellation do not exceed the total Tranche B
             Multicurrency Revolving Commitments after giving effect to such
             cancellation. Upon any such cancellation taking effect the maximum
             amount of the Tranche B Multicurrency Revolving Facility shall be
             accordingly reduced and the amount of each Lender's Tranche B
             Multicurrency Revolving Commitment (if any) shall be reduced
             proportionately.

7.6    General

       7.6.1 No prepayment may be made except at the times and in the manner
             expressly provided by this Agreement.
<PAGE>

       7.6.2 No amount prepaid in respect of the Tranche A Term Facility may be
             subsequently re-drawn.

       7.6.3 All prepayments shall be made together with interest accrued
             thereon up to the date of prepayment and any other amounts then due
             and payable under any Finance Document.

       7.6.4 The Agent shall notify the Lenders promptly upon receipt by it of a
             notice of prepayment.

       7.6.5 All notices of prepayment and all notices of cancellation given by
             the Borrower are irrevocable.

8      INTEREST

8.1    Interest Rate

       8.1.1 Each Advance will bear interest during each Interest Period
             applicable to that Advance at the rate per annum determined by the
             Agent to be the sum of (a) the applicable Margin, (b) LIBOR for
             such Interest Period, and (c) in the case of Advances denominated
             in GBP or another currency, subject to Mandatory Costs.

       8.1.2 Interest will be calculated on the basis of actual days elapsed and
             a 360-day year (other than interest in respect of Advances
             denominated in GBP, which will be calculated on the basis of a year
             of 365 days), and will accrue from day to day from, and including,
             the first day of each Interest Period.

       8.1.3 If requested to do so, each Reference Lender shall use its
             reasonable endeavours to supply a quotation to the Agent for the
             purposes of determining LIBOR for a particular Interest Period. If
             any Reference Lender does not do so, the relevant arithmetic mean
             shall be determined on the basis of the quotations supplied by the
             remaining Reference Lenders. At such time as there are three
             Reference Lenders, if no, or only one, Reference Lender supplies a
             quotation, Clause 8.5 shall apply; provided that if there are only
             two Reference Lenders and one supplies a quotation, Clause 8.5
             shall not apply in such case.

8.2    Payment of Interest

       The Borrower or the WCP Borrowers (as appropriate) will pay interest
       accrued on each Advance to the Agent for the account of the Lenders in
       arrears on the last day of each Interest Period applicable to that
       Advance, provided that where such Interest Period is of a duration of
       longer than three months, accrued interest in respect of the relevant
       Advance shall be paid every three months during such Interest Period and
       on the last day of such Interest Period.

8.3    Selection of Interest Periods

       8.3.1 Subject to Clause 3.5.(e), the duration of each Interest Period
             will be a period of one, two, three or six months (or such other
             period as may be agreed between the Borrower or the WCP Borrowers
             (as appropriate) and all of the Lenders) as notified by the
             Borrower or the WCP Borrowers (as appropriate) to the Agent not
             later than 10.00 a.m. two Business Days isn the case of Advances in
             GBP and three Business Days in the case of Advances in all other
             Available Currencies prior to the commencement of such Interest
             Period, provided that:
<PAGE>

             (a) the first Interest Period in relation to an Advance will
                 commence on the Drawdown Date relating thereto and each
                 subsequent Interest Period relating to such Advance (or part
                 thereof) will commence on the expiry of the preceding Interest
                 Period relating thereto;

             (b) if the Borrower or the WCP Borrower (as appropriate) fails to
                 select an Interest Period, then, subject as provided in this
                 Clause 8.3, the Borrower or the WCP Borrower (as appropriate)
                 will be deemed to have selected an Interest Period of three
                 months; and

             (c) if all or part of a Tranche A Term Advance is required to be
                 repaid on a Repayment Date to ensure that the Borrower or the
                 WCP Borrower (as appropriate) complies with its obligations
                 under Clause 6.1.1 and if an Interest Period relative to that
                 Advance would, but for the operation of this sub-clause (c),
                 extend beyond such Repayment Date, then if necessary such
                 Advance shall be split into two separate Advances (such
                 additional Advance not to be counted for the purposes of
                 sub-clause (d) below), one of which shall be in an amount equal
                 to the amount required to be repaid and having an Interest
                 Period commencing upon the expiry of the immediately preceding
                 Interest Period and expiring on the relevant Repayment Date,
                 the other Advance being for the balance of the amount of the
                 original Advance; and (d) the Borrower or the WCP Borrowers (as
                 appropriate) will not be entitled to select more than fifteen
                 concurrent Interest Periods in relation to the Advances.

       8.3.2 If any Interest Period would, but for this Clause 8.3.2, end on a
             day which is not a Business Day, that Interest Period shall be
             extended to the next succeeding Business Day unless the result of
             such extension would be to carry such Interest Period into another
             calendar month, in which event such Interest Period shall end on
             the last preceding Business Day.

       8.3.3 No Interest Period for any Advance shall expire after the Final
             Repayment Date.

       8.3.4 The Agent will notify:

             (a) the Lenders of each Interest Period applicable to each Advance
                 promptly upon the same being determined; and

             (b) the Lenders and the Borrower or the WCP Borrowers (as
                 appropriate) of the rate of interest applicable to such
                 Interest Period as soon as it is determined under this
                 Agreement.

8.4    Interest on Unpaid Sums

       8.4.1 If the Borrower or the WCP Borrowers (as appropriate) fails to pay
             any sum due from it under this Agreement or any other Finance
             Document on its due date (an "unpaid sum"), the Borrower or the WCP
             Borrowers (as appropriate) will pay default interest on such unpaid
             sum from its due date to the date of actual payment (after as well
             as before judgement or decree) at a rate (the "Default Rate")
             determined by the Agent to be 2 per cent per annum above:

             (a) if the unpaid sum is principal which has fallen due prior to
                 the expiry of the relevant Interest Period, the rate applicable
                 to such principal immediately
<PAGE>

                 prior to the date it so fell due (but only for the period from
                 such due date to the end of the relevant Interest Period); or

             (b) in any other case (including principal falling within (a) above
                 once the relevant Interest Period has expired), the rate which
                 would be payable if the unpaid sum was an Advance made for a
                 period equal to the period of non- payment divided into
                 successive Interest Periods of such duration as shall be
                 selected by the Agent (a "Default Interest Period").

       8.4.2 Default interest will be payable by the Borrower or the WCP
             Borrowers (as appropriate) on demand by the Agent and will be
             compounded at the end of each Default Interest Period.

       8.4.3 The Agent will promptly notify the Borrower and the Lenders of each
             determination of the Default Rate and each selection of a Default
             Interest Period.

8.5    Market Disruption

       8.5.1 If prior to the commencement of an Interest Period (an "Affected
             Interest Period"):

             (a) the Agent, after consultation with the Lenders, determines
                 that, by reason of circumstances affecting the London interbank
                 market or the financial markets generally, adequate and fair
                 means do not or will not exist for ascertaining the interest
                 rate applicable to the Affected Interest Period; or

             (b) Lenders whose Relevant Amounts exceed 51% of Relevant Amounts
                 of all Lenders notify the Agent that LIBOR would not accurately
                 reflect the cost to such Lenders of making or maintaining their
                 respective Participations in the relevant Advance during the
                 Affected Interest Period; or

             (c) the appropriate page of the Telerate Display Screen does not
                 list any appropriate quotations and (i) at such time as there
                 are three Reference Lenders none or only one of the Reference
                 Lenders has notified a rate to the Agent for the purposes of
                 determining LIBOR for the Affected Interest Period, or (ii) at
                 such time as there are two Reference Lenders none of the
                 Reference Lenders has notified a rate to the Agent for the
                 purposes of determining LIBOR for the Affected Interest Period;

             the Agent shall give notice of such event to the Borrower or the
             WCP Borrowers (as appropriate) and the Lenders (a "Suspension
             Notice"). If such Suspension Notice shall be given prior to the
             receipt by the Agent of a Drawdown Request, the Borrower and/or the
             WCP Borrowers' (as appropriate) right to borrow and issue a
             Drawdown Request in respect of Advances hereunder shall be
             suspended during the continuance of such circumstances.

       8.5.2 If at the time of the Suspension Notice a Drawdown Request has been
             given pursuant to Clause 5.1.1, such Drawdown Request shall, unless
             the Borrower or the WCP Borrowers (as appropriate) and the Agent
             (after consultation with the Lenders) otherwise agree, be deemed to
             have been cancelled and the Advance concerned shall not be made.

       8.5.3 Subject to Clause 8.5.4, during the 21 days following the giving of
             the Suspension Notice, the Agent, the Borrower or the WCP Borrowers
             (as appropriate) and the Lenders shall negotiate in good faith in
             order to arrive at a mutually acceptable substitute basis for
             calculating the alternative interest rate or (as the case may be)
<PAGE>

             an alternative basis for the relevant Lender to fund or continue to
             fund the affected Advance during the Affected Interest Period on
             the basis that the net return to the Lenders or the relevant Lender
             shall be no less than had the event described in Clause 8.5.1 not
             occurred. If within such 21 day period such parties shall agree in
             writing upon a substitute basis, such substitute basis shall apply
             in accordance with its terms. If such parties fail to agree on a
             substitute basis within such 21 day period, the Agent (after
             consultation with the Lenders or, as the case may be, the relevant
             Lender) shall certify to the Borrower or the WCP Borrowers (as
             appropriate) (such certificate to be conclusive in the absence of
             manifest error, and binding on all concerned) the basis upon which
             interest in relation to the Affected Interest Period is to be fixed
             or (as the case may be) the basis upon which the relevant Lender
             will fund or continue to fund its participation in the Advance
             during the Affected Interest Period. Such basis (in relation to the
             said rate of interest) may include the substitution of the cost of
             funds to such Lenders from other sources and for different funding
             periods, plus the Margin (plus, in the case of Advances in GBP or
             another currency subject to Mandatory Costs), and may be
             retroactive to the beginning of the Affected Interest Period. Such
             interest shall be calculated at the rate specified in the Agent's
             certificate.

       8.5.4 Notwithstanding the foregoing, the Borrower or the WCP Borrowers
             (as appropriate) may, at any time after the Agent shall have set a
             substitute funding procedure or interest rate or rates pursuant to
             Clause 8.5.3 and for so long as such funding procedure or interest
             rate or rates continue(s) to be applicable, give to the Agent not
             less than five Business Days' notice (which shall be irrevocable)
             of its intention to prepay the whole (but not part only) of the
             Advance affected, in which event the Borrower or the WCP Borrowers
             (as appropriate) shall pay:

             (a) on the date specified in such notice to the Agent for the
                 account of the Lenders the principal amount of the Advance
                 affected together with interest accrued thereon at the
                 applicable rate to the date of actual prepayment; and

             (b) to each Lender on demand such amount (if any) as such Lender
                 may certify should be paid to it pursuant to Clause 27.1
                 (General Indemnity and Breakage Costs).

9      PAYMENTS

9.1    Place and Time

       9.1.1 All payments to be made by any Obligor or any Lender under the
             Finance Documents are to be made in full, without any deduction or
             withholding for or on account of any Taxes, to the Agent not later
             than 11.00 a.m. on the due date therefor to such account as the
             Agent specifies by written notice for this purpose, in immediately
             available and freely transferable Same Day Funds in the relevant
             currency.

       9.1.2 Subject to Clause 9.1.3, each payment received by the Agent
             pursuant to Clause 9.1.1 for the account of another person will be
             made available by the Agent to that person for value on the same
             day by transfer to such bank account as that person has previously
             notified to the Agent by not less than three Business Days' prior
             notice.
<PAGE>

       9.1.3 Where a sum is to be paid under the Finance Documents for the
             account of another person, the Agent will not be obliged to make
             any such sum available to that person until it has been able to
             establish to its satisfaction that it has actually received such
             sum, but shall be free to do so and if it does so and it proves to
             be the case that it has not actually received the sum it paid out,
             then such person will on request ensure that the amount so made
             available is refunded to the Agent and such person shall be liable
             (1) to pay to the Agent interest on the amount in question at the
             rate determined by the Agent to be equal to the cost to the Agent
             of funding such amount for the period from payment out by the Agent
             until refund to the Agent thereof and (2) to indemnify the Agent
             against any additional cost or loss it may have suffered or
             incurred by reason of it having paid out such sum prior to it
             having received the same.

9.2    No Deductions

       All payments made by any Obligor under the Finance Documents (whether of
       principal, interest, acceptance commission, fees or otherwise) shall be
       paid in full without set-off or counterclaim and not subject to any
       condition.

9.3    Taxes

       9.3.1 All payments by the Obligors under the Finance Documents are to be
             made in full without any deduction or withholding for or on account
             of any Taxes unless the deduction or withholding is required by law
             in which event the relevant Obligor Borrower will:

             (a) ensure that the deduction or withholding does not exceed the
                 minimum amount legally required;

             (b) pay to the relevant Taxation or other authorities within the
                 period for payment permitted by the applicable law such amount
                 as is required to be paid in consequence of the deduction
                 (including, but without prejudice to the generality of the
                 foregoing, the full amount of any deduction from any additional
                 amount paid pursuant to Clause 9.3.2); and

             (c) deliver to the relevant Finance Parties within 30 days from the
                 date on which the payment of such withholding tax or deduction
                 was due, the documents evidencing the payment of such
                 aforementioned withholding tax or deductions; and

             (d) indemnify each of the Finance Parties against any losses or
                 costs incurred by it by reason of (i) any failure on the part
                 of such Obligor to make any deduction or withholding or (ii)
                 any such additional amount not being paid on the due date for
                 payment thereof.

       9.3.2 Subject to Clause 9.3.3, if any deduction or withholding for or on
             account of Taxes or any other deduction from any payments made or
             to be made by the relevant Obligor, or by the Agent to any other
             Finance Party, under any of the Finance Documents is required by
             law, then the Obligor shall pay to the Finance Party concerned an
             additional amount being the amount required to procure that the
             aggregate net amount received by that Finance Party will equal the
             full amount which would have been received by it had no such
             deduction or withholding or other deduction been made.
<PAGE>

       9.3.3 No additional amount will be payable to a Lender under Clause 9.3.2
             in respect of Taxes to the extent that such additional amount
             becomes payable as a result only of (i) a Lender not having been a
             Qualifying Lender at the time it became a Lender, or (ii) a Lender
             having ceased to be a Qualifying Lender by any action on its part,
             or (iii) a change in the Lending Office of the relevant Lender,
             unless (A) such change is requested by the Borrower and/or the WCP
             Borrowers (as appropriate), or (B) under the relevant Tax laws,
             regulations, treaties or rules in effect at the time of the change
             in Lending Office, such additional, amount would not have been
             payable.

       9.3.4 If the Borrower and/or the WCP Borrowers (as appropriate) is
             obliged to pay an amount under Clause 9.3.1, the Borrower and/or
             the WCP Borrowers (as appropriate) may prepay in whole (but not in
             part) and without penalty (subject to Clause 27) all Advances made
             available to it by the affected Lender, upon the Borrower giving
             not less than two Business Days' prior written notice to the Agent
             and the affected Lender, provided that such notice is given within
             30 days of the Borrower and/or the WCP Borrowers (as appropriate)
             becoming aware that it would be obliged to pay such amount. The
             liability of such Lender to make any further Advances or other
             extensions of credit available to the Borrower and/or the WCP
             Borrowers (as appropriate) (and such lender's Commitments) shall
             automatically be cancelled on the giving of such notice.

       9.3.5 If any of the Lenders determines, in its absolute discretion, that
             it has received, realised, utilised and retained a Tax benefit by
             reason of any deduction or withholding in respect of which an
             Obligor has made an increased payment or paid any indemnifying
             amount or compensating sum under this Clause 9.3, such Lender
             shall, provided that the Agent and each Lender has received all
             amounts which are then due and payable by an Obligor under any of
             the Finance Documents, promptly pay to the Borrower and/or the WCP
             Borrowers (as appropriate) (to the extent that such Lender can do
             so without prejudicing the amount of such benefit or repayment and
             the right of such Lender to obtain any other benefit, relief or
             allowance which may be available to it) such amount, if any, as
             such Lender, in its absolute discretion shall determine will leave
             such Lender in no worse position than it would have been in if the
             deduction or withholding had not been required, provided that:

             (a) each Lender shall have an absolute discretion as to the time at
                 which and the order and manner in which it realises or utilises
                 any Tax benefit and shall not be obliged to arrange its
                 business or its Tax affairs in any particular way in order to
                 be eligible for any credit or refund or similar benefit;

             (b) no Lender shall be obliged to disclose any information
                 regarding its business, Tax affairs or Tax computations;

             (c) if a Lender has made a payment to the Borrower and/or the WCP
                 Borrowers (as appropriate) pursuant to this Clause 9.3.5 on
                 account of any Tax benefit and it subsequently transpires that
                 such Lender did not receive that Tax benefit, or received a
                 lesser Tax benefit, the Borrower and/or the WCP Borrowers (as
                 appropriate) shall, on demand, pay to such Lender such sum as
                 the relevant Lender may determine as being necessary to
<PAGE>

                 restore its after- Tax position to that which it would have
                 been had no adjustment under this Clause 9.3.5 been necessary;
                 and

             (d) no Lender shall be obliged to make any payment under this
                 Clause 9.3.5 if, by doing so, it would contravene the terms of
                 any applicable law or any notice, direction or requirement of
                 any governmental or regulatory authority (whether or not having
                 the force of law).

9.4    Payments on Business Days

       Subject to Clauses 6.2 and 8.3.2, if any sum would otherwise become due
       for payment pursuant to any of the Finance Documents on a day which is
       not a Business Day, such sum shall become due on the next succeeding
       Business Day unless that day falls in the next calendar month, in which
       case the sum shall become due on the preceding Business Day and all sums
       payable under any of the Finance Documents calculated by reference to any
       period of time shall be recalculated on the basis of such extension in
       time (or reduction thereof).

9.5    Accounts

       9.5.1 Each Lender shall maintain an account or accounts recording the
             amounts from time to time lent by, owing to and paid to such Lender
             pursuant to the Finance Documents, which shall, as between such
             Lender and the relevant Obligor, be prima facie evidence of such
             amounts.

       9.5.2 The Agent will maintain a memorandum account showing the principal
             amount of all Advances for the time being outstanding hereunder and
             all payments with respect thereto made by the Obligors from time to
             time pursuant to this Agreement.

9.6    Currency

       9.6.1 A repayment or prepayment of an Advance or any part of an Advance
             is payable in the currency in which the Advance was denominated on
             the date it was made.

       9.6.2 Interest and fees in respect of an Advance are payable in the
             currency in which the relevant amount of the relevant Advance in
             respect of which it is payable is denominated. Fees in respect of
             Commitments hereunder shall be payable in GBP.

       9.6.3 Amounts payable in respect of costs, expenses and Taxes and the
             like are payable in the currency in which they are incurred. 9.6.4
             Any other amount payable under this Agreement is, except as
             otherwise provided in this Agreement, payable in GBP.

10     CHANGE IN CIRCUMSTANCES

10.1   Increased Costs

       10.1.1 If the effect of any implementation of, change in or introduction
              or making after the date of this Agreement of, any law,
              regulation, treaty or official directive or official request or
              guidance applicable to any Lender or any affiliate, including
              without limitation, a holding company, (an "Affected Lender")
              (whether or not having the force of law) or any change in the
              interpretation or application thereof or compliance by such
              Affected Lender, with the same (including without limitation those
              relating to Taxation, reserve asset, special deposit, cash ratio,
              liquidity or
<PAGE>

              capital adequacy requirements or any other form of banking or
              monetary controls) is to:

              (a) impose an additional cost on the Affected Lender as a result
                  of it having entered into any of the Finance Documents or
                  making or maintaining its participation in any Advance or of
                  it performing its obligations under the Finance Documents; or

              (b) reduce any amount received or receivable by the Affected
                  Lender under the Finance Documents or reduce the effective
                  return on its capital or any class thereof, or

              (c) result in the Affected Lender making any payment or foregoing
                  any interest or other return on or calculated by reference to
                  any amount received or receivable by the Affected Lender from
                  any other party under any of the Finance Documents,

              each such increased cost, reduction, payment, foregone interest or
              other return being hereafter referred to in this Clause 10.1 as an
              "increased cost"), then:

              (1) the Affected Lender will notify the Borrower and/or the WCP
                  Borrowers (as appropriate) and the Agent of such event
                  promptly upon its becoming aware of the same; and

              (2) upon demand from time to time by the Affected Lender, the
                  Borrower will pay to the Affected Lender such amount as the
                  Affected Lender shall determine to be necessary to compensate
                  the Affected Lender on an after tax basis for such increased
                  cost (or the portion of such increased cost as is in the
                  reasonable opinion of the Affected Lender attributable to its
                  entering into the Finance Documents or of making or
                  maintaining its participation in any Advance or of maintaining
                  its Commitment).

       10.1.2 The certificate of an Affected Lender specifying the amount of
              compensation payable under Clause 10.1.1 and containing reasonable
              detail as to how such amount was calculated will, in the absence
              of manifest error, be conclusive.

       10.1.3 The Borrower and/or the WCP Borrowers (as appropriate) will not be
              obliged to compensate any Affected Lender pursuant to Clause
              10.1.1 in respect of any increased cost:

              (a) attributable to a change in the rate of Tax on the overall net
                  income of the Affected Lender; or

              (b) compensated for by the operation of Clause 9.3 (Taxes); or

              (c) incurred in consequence of the implementation in whole or in
                  part of the International Convergence of Capital Measurements
                  and Capital Standards dated July 1988 published by the Basle
                  Committee on Banking Regulations and Supervisory Practices
                  (the "Guidance"), except to the extent that a higher level of
                  capital adequacy is imposed than that stipulated in the
                  Guidance as at the date of this Agreement;

              (d) compensated for by the payment of Mandatory Costs; or
<PAGE>

              (e) until the calculation of such cost set forth in the
                  certificate referred to in Clause 10.1.2 has been received by
                  the Borrower and/or the WCP Borrowers (as appropriate).
10.2   Illegality

       If the effect of any implementation of, change in, or introduction or
       making after the date of this Agreement of, any law, regulation, treaty
       or official directive or official request or guidance applicable to any
       Lender or any affiliate, including without limitation, a holding company,
       (a "Restricted Lender") (whether or not having the force of law) in any
       jurisdiction applicable to such Restricted Lender is to prohibit such
       Restricted Lender, or make it illegal for such Restricted Lender, to make
       available or to maintain its participation in any Advance or maintain its
       Commitment, then such Restricted Lender will give written notice to that
       effect to the Agent and the Borrower and the WCP Borrowers (as
       appropriate) , specifying in reasonable detail the obligations the
       performance of which is prohibited and the relevant law, regulation,
       treaty, directive, request or guideline, whereupon:

              (a) to the extent of such prohibition or illegality, the Borrower
                  and the WCP Borrowers (as appropriate) shall forthwith prepay
                  the Restricted Lender's participation in all Advances then
                  outstanding together with all interest accrued thereon and all
                  other amounts due to the Restricted Lender under this
                  Agreement (including pursuant to Clause 26 (Indemnities));
                  and/or

              (b) to the extent of such prohibition or illegality, the
                  Restricted Lender's undrawn Commitment (if any) shall be
                  cancelled forthwith.

10.3   Mitigation

       If circumstances arise in relation to a particular Lender which would, or
       may, result in:

              (a) an obligation to pay an additional amount under Clause 9.3.2
                  (Gross-Up); or

              (b) a demand for compensation pursuant to Clause 10.1 (Increased
                  Costs); or

              (c) an obligation to repay or the cancellation of an undrawn
                  Commitment under Clause 10.2 (Illegality);

       then, without in any way limiting, reducing or otherwise qualifying the
       obligations of the Borrower and/or the WCP Borrowers (as appropriate)
       under any of the Clauses referred to above, such Lender will promptly
       after becoming aware thereof notify the Agent and the Borrower and/or the
       WCP Borrowers (as appropriate) thereof and, except as set out in the
       provisos in paragraphs (y) and (z) below, in consultation with the Agent
       and the Borrower and/or the WCP Borrowers (as appropriate), take such
       steps as may be reasonably open to it to mitigate the effects of such
       circumstances including (but without limitation):

              (i) changing its Lending Office for the purposes of this
                  Agreement; or

              (ii) transferring its rights and obligations hereunder pursuant to
                  Clause 25.2 or 25.3 to a bank or financial institution
                  acceptable to the Borrower and/or the WCP Borrowers (as
                  appropriate) and the Agent which is willing to participate in
                  the Facilities in its place;

       provided that (y) the Lender concerned will not be obliged to take any
       action under sub-paragraph (i) above if to do so would or might (in its
       opinion) have an adverse effect upon
<PAGE>

       its business, operations or financial condition or cause it to incur
       liabilities (including any material costs and expenses) or obligations
       (including Taxation) which (in its opinion) are material or would reduce
       its return in relation to its participation in the Facilities and (z)
       such Lender will not be obliged to take the action referred to in
       sub-paragraph (ii) above unless the Borrower and/or the WCP Borrowers (as
       appropriate) indemnifies it by means of an indemnity in form and content
       satisfactory to such Lender against any liabilities or obligations
       reasonably incurred as a result of taking such action.

11     FEES, EXPENSES AND STAMP DUTIES

11.1   Fees

       11.1.1 The Borrower will pay to the Agent the following fees:

              (a) for the account of each Lender a commitment fee during the
                  Availability Period for each respective Facility which will:

                  (i)   be computed at a rate per annum equal at all times to
                        one-half of the Margin and on the daily aggregate
                        undrawn, uncancelled amount of the Tranche B
                        Multicurrency Revolving Commitment;

                  (ii)  accrue from day to day and be calculated on the basis of
                        a 365 day year and the actual number of days elapsed;

                  (iii) be payable quarterly in arrears on the last day of each
                        successive calendar quarter, on each drawing under the
                        Tranche A Term Facility and on the termination or lapse
                        of the Availability Period to the extent no drawing
                        under the Tranche A Term Facility is made concurrent
                        with such termination or lapse; and

              (b) for the account of each Lender a participation fee equal to
                  0.375% of their Commitment

              (c) for its own account or as otherwise specified in the Fees
                  Letter, such arrangement, agency and other fees at the times
                  and otherwise in accordance with the terms of the Fees Letter.

       11.1.2 All fees payable under the Finance Documents are exclusive of any
              VAT or other similar tax chargeable upon or in connection with
              such fees. If any VAT or other similar Tax is or becomes so
              chargeable, such Tax will be paid by the Borrower at the same time
              as the relevant fee itself is paid.

       11.1.3 The Borrower authorises the Agent to discharge the fees due upon
              Initial Drawdown under Clauses 11.1.1(a) and (b) from the proceeds
              of Advances made upon Initial Drawdown under any Facility.

11.2   Expenses

       11.2.1 The Borrower will (subject to the limitations set forth in the
              Fees Letter) on demand pay and reimburse to the Agent and the
              Security Agent, on the basis of a full indemnity, all reasonable
              costs and expenses (including legal fees, due diligence expenses,
              recordation fees and other out-of-pocket expenses and any VAT or
              other similar Tax thereon) incurred by the Agent or the Security
              Agent in connection with the negotiation, preparation,
              recordation, execution and completion of each of the
<PAGE>

              Finance Documents, and all documents, matters and things referred
              to in the Finance Documents or incidental to any of the Finance
              Documents.

       11.2.2 The Borrower will on demand pay and reimburse to the Agent and the
              Security Agent, on the basis of a full indemnity, all reasonable
              costs and expenses (including reasonable legal fees, recordation
              fees and other out-of- pocket expenses and any VAT or other
              similar Tax thereon) incurred by the Agent or the Security Agent
              in connection with:

              (a) any variation, recordation, amendment, supplement,
                  restatement, waiver consent or suspension of rights (or any
                  proposal for any of the same) relating to any of the Finance
                  Documents (and documents, matters or things referred to
                  therein); and

              (b) the investigation of any Event of Default or Potential Event
                  of Default, provided that the relevant Finance Party had
                  reasonable grounds to believe that such Event of Default or
                  Potential Event of Default had occurred.

       11.2.3 The Borrower will on demand pay and reimburse to each Finance
              Party, on the basis of a full indemnity, all costs and expenses
              (including reasonable legal fees, recordation fees and other
              out-of-pocket expenses and any VAT or other similar Tax thereon)
              incurred by such Finance Party in connection with the
              preservation, enforcement or the attempted preservation or
              enforcement of any Finance Document or of such Finance Party's
              rights under any of the Finance Documents (and documents referred
              to therein).

11.3   Stamp Duties, etc.

       The Borrower will:

       (a)    pay, and on demand indemnify each Finance Party from and against
              any liability for, any stamp duty, documentary, registration and
              other duties and Taxes (if any) which are or may hereafter become
              payable in connection with the entry into, performance,
              recordation, execution or enforcement of any of the Finance
              Documents or to which any of the Finance Documents may otherwise
              be or become subject or give rise; and

       (b)    on demand indemnify each of the Finance Parties from and against
              any losses or liabilities which they may incur as a result of any
              delay or omission by the Borrower to pay any such duties or Taxes.

12     REPRESENTATIONS AND WARRANTIES

12.1   Reliance and Effective Time

       12.1.1 Each Obligor acknowledges that each Finance Party has or will have
              entered into this Agreement and the other Finance Documents to
              which it is a party and participated in the Advances in full
              reliance on representations in the terms set out in the following
              provisions of this Clause 12. Subject to Clause 12.1.2, each
              Obligor represents and warrants to each Finance Party in the terms
              set forth in Clauses 12.2 to 12.24 inclusive with reference to
              itself and, where appropriate, its subsidiaries.
<PAGE>

       12.1.2 The representations and warranties in this Clause 12 will be
              deemed initially made on the date of this Agreement and repeated
              on the date of delivery of each Drawdown Request, on each Drawdown
              Date and on each Interest Payment Date thereafter by reference to
              the facts and circumstances existing on each such day, except
              that:

              (a) each reference to financial statements in Clause 12 shall be
                  construed as a reference to the then latest available
                  financial statements of the relevant Obligor; and

              (b) those representations and warranties which are expressly
                  stated to relate to an earlier date or time shall be deemed
                  repeated only by reference to the facts and circumstances
                  existing at that earlier date or time.

12.2   Incorporation

       It is duly incorporated or organised and validly existing with limited
       liability under the laws of the country or other jurisdiction of its
       incorporation or organisation, and has the power to own its assets and
       carry on its business as it is being conducted or is proposed to be
       conducted.

12.3   Power and Authority

       It has all necessary power and authority to enter into and perform all
       its obligations under the Finance Documents to which it is expressed to
       be a party, has taken all necessary action to authorise the execution (if
       appropriate, under seal or as a deed), delivery and performance by it of
       each Finance Document and other document referred to therein to which it
       is expressed to be a party or signatory, and (in the case of the Borrower
       only) has taken all necessary action to authorise the borrowings by it
       under this Agreement.

12.4   No Contravention

       12.4.1 The execution, delivery and performance of the Finance Documents
              to which it is a party is not now and will not:

              (a) violate, conflict with, or cause a breach or default under,
                  its organisational documents, any provision of any existing
                  law, regulation, statute, judgement, decree, order, license,
                  permit or consent applicable to it or its assets or of any
                  agreement, mortgage, contract, instrument or other undertaking
                  to which it is party, which is binding upon it or under which
                  it or any of its assets may be bound or affected; or

              (b) will not oblige it to create any Security Interest over all or
                  any of its assets other than any Security Interest under the
                  Security Documents.

       12.4.2 Borrowings by the Borrower under this Agreement up to and
              including the maximum amount available hereunder will not cause
              any limit on borrowings (whether imposed by statue, regulation,
              agreement or otherwise), or on the powers of its board of
              directors, to be exceeded.

12.5   Authorisations and Consents

       All consents, licenses, approvals, authorisations and notifications
       (whether corporate, official or otherwise) required to be obtained or
       made by it in connection with the entry into,
<PAGE>

       validity, performance and enforceability of each of the Finance Documents
       to which it is a party have been unconditionally obtained and are in full
       force and effect.

12.6   Enforceability, Ranking

       Its obligations under the Finance Documents to which it is a party
       constitute its legal, valid, binding and enforceable obligations and are
       in full force and effect, except (in the case of enforceability) as
       limited by the Reservations, and such obligations, to the extent not
       secured by any Security Interest, ranks and will continue to rank at all
       times at least pari passu with all its unsecured and. unsubordinated
       obligations (subject to the preference of certain obligations in the
       liquidation, bankruptcy or other analogous proceedings in respect of it
       by mandatory operation of applicable law).

12.7   Litigation

       It is not involved in any pending or, to the best of its knowledge,
       threatened litigation, arbitration or administrative proceeding, nor is
       there subsisting any unsatisfied judgement or award given against it by
       any court, board of arbitration or other body, which is reasonably likely
       to result in liability to any Obligor which has or is reasonably likely
       to have a Material Adverse Effect.

12.8   Accounts

       12.8.1 The consolidated or unconsolidated financial statements of each
              Obligor most recently delivered to the Agent pursuant to Clause
              4.1.1 or 13.3, as the case may be, including any notes thereto:

              (a) have been prepared in accordance with the respective relevant
                  Approved Accounting Principles consistently applied, except to
                  the extent specified therein; and

              (b) give a true and fair view of the consolidated or
                  unconsolidated (as the case may be) financial condition of the
                  relevant persons as at the respective dates to which they were
                  drawn up;

              and in each case set forth all material actual or contingent
              liabilities then existing required to be set forth therein in
              accordance with the relevant Approved Accounting Principles
              consistently applied subject in the case of any unaudited interim
              financial statements, to changes resulting from normal year-end
              audit and other adjustments.

12.9   No Material Adverse Effect

       No event or matter having or likely to have a Material Adverse Effect has
       occurred since 4 August, 1999.

12.10  Security Interests

       Except as permitted by Clause 13.2. 10, no Security Interest exists on
       the date of this Agreement on the undertaking, property or assets,
       present or future, of the Borrower or any of its subsidiaries.
<PAGE>

12.11  No Defaults

       Unless notified to the Agent under Clause 13.3.1, no Event of Default or
       Potential Event of Default has occurred and is continuing and no event
       has occurred (which has not been remedied or waived) which constitutes a
       default under or in respect of any agreement, instrument, deed or
       document to which it is a party or by which it or any of its assets may
       be bound or affected being a default which has or is reasonably likely to
       have a Material Adverse Effect, and no event has occurred (which has not
       been remedied or waived) which, with the giving of notice which may
       validly be given and/or the lapse of any grace period and/or giving of
       any certificate or statement which may validly be given and/or making of
       any determination which may validly be made and/or fulfilment of any
       other condition (which notice, grace period, certificate, statement,
       determination or condition is in any case specified or referred to in the
       relevant agreement, instrument, deed or document), will constitute any
       such default which is reasonably likely to have a Material Adverse
       Effect.

12.12  Compliance with Laws

       It is in compliance with all laws, regulations, statutes, judgements,
       orders, licenses, permits or consents applicable to it or its assets,
       except any non-compliance which does not have and is not reasonably
       likely to have a Material Adverse Effect.

12.13  Ownership of Assets, Licenses and Agreements for Business Operations:
       Intellectual Property

       12.13.1 It has good (and in the case of Scottish property, valid and
              marketable) title to, or valid leasehold or other valid right to
              use, all its material assets (including without limitation those
              relating to the Annan Facility and the Dudley Facility) to the
              extent required to conduct the Business or the part thereof which
              it conducts.

       12.13.2 All licenses, consents and authorisations (including without
              limitation, all such licenses, consents and authorisations
              required to be obtained from the United States Food and Drug
              Administration, the Medicines Control Agency and any other
              regulatory body having jurisdiction over the manufacture and/or
              sale of pharmaceutical products in the United States or the United
              Kingdom) have been obtained which are necessary for the carrying
              on of its Business or the part thereof which it conducts, and all
              such licenses, consents and authorisations are in full force and
              effect, and there are no circumstances known to it which indicate
              that any of such licenses, consents and authorisations is
              reasonably likely to be revoked or varied or amended in whole or
              in part, except to the extent that the absence, non-effectiveness,
              revocation, variation or amendment of any such license, consent or
              authorisation would not have and would not be reasonably likely to
              have a Material Adverse Effect.

       12.13.3 The Obligors own or have licensed to them all Intellectual
              Property rights required to conduct the Business, and the
              Intellectual Property:

              (a) is beneficially owned by or validly licensed to an Obligor,
                  is, to the best knowledge of the Obligors, free from any
                  licenses to third parties and Security Interests, and will not
                  be adversely affected by the transactions contemplated by this
                  Agreement;
<PAGE>

               (b) has not lapsed or been cancelled and all steps have been
                   taken to protect and maintain the Intellectual Property
                   including paying renewal fees where appropriate; and

               (c) does not, to the best knowledge of any Obligor, infringe any
                   intellectual property rights of any nature of any third
                   party.

       12.13.4 ChiRex (Annan) Limited has made appropriate provision for an
               operationally and economically viable source of water supply for
               the needs of the Business currently conducted, or anticipated, at
               the Annan Facility.

12.14  Tax Liabilities

       No claims are being or are reasonably likely to be asserted against it
       with respect to Taxes which would be reasonably likely to have a Material
       Adverse Effect.

12.15  Solvency

       12.15.1 As at the Initial Drawdown Date, immediately prior to each
               Drawdown, it will be solvent within the definition of any law
               applicable to it which requires as a condition to the validity
               (and/or non-avoidability) of financial obligations undertaking by
               it that it be solvent.

       12.15.2 It has not taken any action nor (so far as it is aware having
               made all due enquiry) have any steps been taken or legal
               proceedings been started against it for winding-up, dissolution
               or re-organisation, the enforcement of any Security Interest over
               its assets or for the appointment of a receiver, administrative
               receiver, or administrator, trustee, judicial factor, manager for
               credits, or similar officer of it or of any or all of its assets
               or any other procedure under which it obtains protection from any
               of its creditors, or any analogous proceedings in any relevant
               jurisdiction.

       12.16   Group Structure The structure of the ChiRex Group as at the
               Initial Drawdown Date is as set out in Schedule 4.

       12.17   Indebtedness The Obligors have no Financial Indebtedness as of
               the date of this Agreement other than as set forth in subclause
               (iii) of the definition of Permitted Indebtedness.

12.18  Margin Stock

       Neither it, nor any of its subsidiaries, is engaged principally, or as
       one of its important activities, in the business of extending credit for
       the purpose of purchasing or carrying any Margin Stock and none of the
       proceeds of the facilities made available hereunder will be used,
       directly or indirectly, to purchase or convey any Margin Stock or to
       extend credit to others for the purchasing or conveying of any Margin
       Stock.

       12.18.1 Accountants' Report; Industry Report; Business Plan; Operating
               Budget

               In relation to the Accountants' Report:

               (a) all factual information contained in the Accountants' Report
                   was, at the date of the report, true and accurate in all
                   material respects; and
<PAGE>

               (b) all assumptions and presumptions contained in the
                   Accountants' Report (on the consolidated basis contemplated
                   in the Accountants' Report) attributable to the ChiRex Group
                   were reasonable at the time they were made and in relation to
                   the period in respect of which they were made.

         In relation to the Industry Report.-

               (c) all factual information contained in the Industry Report was,
                   at the date of the report, true and accurate in all material
                   respects; and

               (d) all assumptions and presumptions contained in the Industry
                   Report (on the consolidated basis contemplated in the
                   Industry Report) attributable to the ChiRex Group were
                   reasonable at the time they were made and in relation to the
                   period in respect of which they were made.

         In relation to the Revised Business Plan and the Operating Budget:

               (e) all factual information contained in or utilised for the
                   purpose thereof was, at the date thereof, true and accurate
                   in all material respects and nothing has occurred since the
                   date thereof which renders any factual statement contained
                   therein or so utilised misleading in any material respect;

               (f) all assumptions and presumptions made for the purpose thereof
                   were fair and reasonable at the time they were made and in
                   relation to the period in respect of which they were made and
                   so far as the ChiRex Group is aware (after having made all
                   due enquiry) nothing has occurred since the date thereof
                   which makes it necessary to change the consolidated
                   forecasts, projections and estimates set out therein in any
                   material respect; and

               (g) all forecasts, projections and estimates taken on a
                   consolidated basis contained or referred to in the Operating
                   Budget and all assumptions and presumptions upon the basis of
                   which the same were made, at the time they were made were, to
                   its best knowledge, fair and reasonable and, so far as the
                   ChiRex Group is aware (after having made all due enquiry),
                   nothing has occurred since the date thereof which makes it
                   necessary to change any of those forecasts, projections and
                   estimates in any material respect.

12.19  Environmental Report

       In relation to the Environmental Report, (a) to the best knowledge of the
       Borrower after due inquiry all factual information contained in the
       Environmental Report was, at the date of such report, true and accurate
       in all material respects and nothing has occurred since the date of such
       report which renders any factual statement therein misleading in any
       material respect, and (b) all forecasts, projections and estimates
       contained or referred to in the Environmental Report and all assumptions
       and presumptions upon the basis of which the same were made, at the time
       they were made were fair and reasonable and, so far as the Borrower is
       aware (after having made all due enquiry), nothing has occurred since the
       date thereof which makes it necessary to change any of those forecasts,
       projections and estimates in any material respect.
<PAGE>

12.20  Environmental Warranties

       12.20.1 To the best knowledge of each Obligor, no Environmental Event has
               occurred at any time in relation to any site now or previously
               owned, operated or occupied by the Borrower, any Guarantor or any
               of their respective subsidiaries (or with respect to which any of
               them could be subject to an Environmental Claim) which
               individually or in the aggregate could reasonably be expected to
               have a Material Adverse Effect.

       12.20.2 It has obtained and is, and has at all times been, in substantial
               compliance with all Environmental Licenses necessary in
               connection with the ownership and operation of its facilities and
               business as currently owned and operated or if there is or has
               been any failure to so obtain or any non- compliance with such
               Environmental Licenses such failure or non-compliance,
               individually or in the aggregate could not reasonably be expected
               to have a Material Adverse Effect.

       12.20.3 No circumstances exist which could reasonably be expected to
               prevent or interfere with any Obligor or any of their respective
               subsidiaries obtaining or being in substantial compliance with
               any Environmental Licenses in the future so as to give rise to a
               Material Adverse Effect.

       12.20.4 On the basis of its ongoing reviews which identify and evaluate
               liabilities and costs relating to Environmental Law, it has
               reasonably concluded that the application of any Environmental
               Law to it or any of its subsidiaries could not reasonably be
               expected to have a Material Adverse Effect.

       12.20.5 Its operations, and the operations of its subsidiaries, are, and
               at all times have been, in full compliance with all Environmental
               Law or if there is any non-compliance with Environmental Laws,
               such non-compliance could not reasonably be expected to have a
               Material Adverse Effect. No circumstances exist which currently
               are known or ought reasonably to be known by it which may
               reasonably be expected to prevent or interfere with any Obligor
               or any of their respective subsidiaries being in full compliance
               with any Environmental Laws in the future so as to give rise to a
               Material Adverse Effect.

12.21  Labour Law and Employee Benefit Plans

       It has complied with all applicable labour and social security laws and
       instituted all employee benefit plans legally necessary; these plans in
       place are in full force and effect and each such plan is fully funded to
       meet its expected obligations as they come due except for such failure to
       fund, the liability as to which is not reasonably likely to have a
       Material Adverse Effect.

12.22  US Employee Benefit Plans

       (a) As at the date of this Agreement no US Obligor has a "multiemployer
           plan" (as defined in the definition of Employee Benefit Plan) and no
           Employee Benefit Plan of any US Obligor is subject to Title IV of
           ERISA.

       (b) Each Employee Benefit Plan is in compliance in form and operation and
           in all other material respects with the applicable provisions of
           ERISA, the Code and any other applicable Federal or US state law, and
           no event or condition has occurred or exists concerning such Employee
           Benefit Plan which any US Obligor or any ERISA
<PAGE>

           Affiliate thereof would be under an obligation to report to the Agent
           in accordance with Clause 13.3.8(e).

12.23  U.K. Employee Benefit Plans.

       (a) No agreement or arrangement (other than the Scheme) exists for the
           provision by any Obligor of any relevant benefits (as defined in
           Section 612 of the ICTA) for any person or (without limitation to the
           foregoing) superannuation benefits for employees.

       (b) The last actuarial valuation of the Scheme disclosed that the
           aggregate value of the assets of the Scheme at the date of the
           valuation was equal to or greater than the aggregate value of the
           liabilities of the Scheme on an on-going basis calculated in
           accordance with the actuarial methods and assumptions used in the
           valuation. So far as the Obligors are aware, no event has occurred
           since the valuation that would have materially adversely affected the
           funding position of the Scheme.

       (c) Except that no action has been taken under the Scheme to eliminate
           discriminatory treatment as between men and women which is
           attributable to the provision of guaranteed minimum pensions (within
           the meaning of the Pension Schemes Act 1993), the applicable Obligors
           have complied in all material respects with their respective
           obligations under the Scheme in relation to past and present
           employees and officers of such Obligors and all material amounts due
           to be paid to the Scheme from such Obligors have been paid.

       (d) No undertaking or assurance has been given to any member of the
           Scheme as to continuance, introduction, increase or improvement of
           any benefits under the Scheme.

       (e) To the best knowledge of the Obligors, there are not in respect of
           the Scheme any claims or actions pending or threatened involving any
           Obligor or the trustees of the Scheme (other than routine claims for
           benefits).

       (f) No Obligor is providing, or, upon the consummation of the Sale and
           Purchase Agreement, will be obligated to provide, material ex gratia
           pension or other similar payments for any former employee.

       (g) No company other than the applicable Obligor participates or has
           participated in the Scheme.

12.24  Governmental Regulation

       It is not subject to regulation under the Public Utility Holding Company
       Act of 1935, the Federal Power Act, the Interstate Commerce Act or the
       Investment Company Act of 1940 or under any other federal or state
       statute or regulation which may limit its ability to incur Financial
       Indebtedness or which may otherwise render all or any portion of the
       obligations under the Finance Documents unenforceable.

13     UNDERTAKINGS

13.1   Duration

       Each Obligor undertakes to each of the Finance Parties in the terms of
       the provisions of Clauses 13.2 to 13.4 (inclusive), and ChiRex Inc.
       undertakes to each of the Finance Parties in terms of the provisions of
       Clause 13.5, all such undertakings to continue until the
<PAGE>

       liabilities and obligations under each of the Finance Documents have been
       finally discharged and no Finance Party has any obligation to lend
       hereunder, unless in any case the Agent (acting on the instructions of
       the Majority Lenders) agrees otherwise. All undertakings set forth in
       this Clause 13 are cumulative such that, if more than one set of such
       undertakings are given by an Obligor, such Obligor shall be bound by the
       aggregate of all restrictions set forth in the undertakings given by it.

13.2   General Undertakings

13.2.1 Use of Proceeds

       It will procure that the proceeds of Advances be used only for the
       purposes specified in Clause 2.2.

13.2.2 Authorisations and Consents

       It will, and will procure that each of its subsidiaries will, obtain and
       promptly renew from time to time and maintain in full force and effect
       all such authorisations, approvals, consents, licenses and exemptions,
       and promptly make and renew from time to time all such filings and
       registrations, as may be required under any applicable law or regulation
       (i) to enable it to perform its obligations under each of the Finance
       Documents and (ii) for the validity and enforceability thereof, subject
       to the Reservations.

13.2.3 Change of Business

       It will not, and will procure that each of its subsidiaries will not,
       engage in any material business other than the Business or any business
       reasonably incidental thereto.

13.2.4 Maintenance of Status and Authorisations, Title to Assets

       It will, and will procure that each of its subsidiaries will:

       (a)   do all such things as are necessary to maintain their respective
             legal existences, except that any two or more subsidiaries of an
             Obligor may consolidate or merge with one another, in each case in
             accordance with Clause 13.2.9;

       (b)   ensure that it and each of them has the right and is duly qualified
             to conduct their respective businesses as conducted in all
             applicable jurisdictions, and obtain and maintain all licenses,
             consents, authorisations, franchises, Intellectual Property and
             other rights necessary for the preservation and operation of such
             businesses in all material respects, except to the extent that the
             absence of any such right or qualification, or the non-existence or
             non-maintenance of such licenses, consents, authorisations,
             franchises, property or rights would not be reasonably likely to
             have a Material Adverse Effect; and

       (c)   comply in all material respects with all laws, regulations,
             judgements, decrees, orders, licenses, permits or consents binding
             upon it, except where non-compliance would not be reasonably likely
             to have a Material Adverse Effect.

13.2.5 Arm's Length Transactions
<PAGE>

       It will not enter into, and will procure that each of its subsidiaries
       does not enter into, any arrangement or transaction other than (i) on an
       arm's length basis and for at least market value, or (ii) on terms that
       in every respect are equal to or more advantageous to such Obligor.

13.2.6 Insurances

       It will:

       (a)   maintain and will procure that each of its subsidiaries maintains
             in full force and effect adequate insurance (including, without
             limitation, employer's and public liability insurance and business
             interruption/loss of profits insurance) in relation to its and
             their respective assets and businesses against all such risks as
             are normally insured against by other companies (whose practice is
             not to self-insure except in connection with reasonable excesses)
             owning or possessing similar assets or carrying on similar
             businesses in an amount, to the extent reasonably possible, equal
             to the full replacement cost of such assets (after allowing for any
             decrease in value of such assets as a result of normal wear and
             tear in the case of plant and machinery and related assets), in
             respect of its or their respective businesses, except where its
             failure to do so would not be reasonably likely to have a Material
             Adverse Effect;

       (b)   procure that the interest of the Security Agent is noted on all
             policies of such insurance (or at the option of the Security Agent,
             acting reasonably, and where the relevant insurer agrees, that such
             policies are issued in the joint names of the Security Agent and
             the relevant Obligor); and

       (c)   if so requested by the Agent, supply copies of all such policies,
             and receipts for all premiums and other payments necessary for
             effecting and keeping such policies. 13.2.7 Taxes

             It will pay within any permitted period, and will procure that each
             of its subsidiaries pays within any permitted period, all material
             Taxes imposed upon it or any of them or any of its or their assets,
             income or profits or any transactions undertaken or entered into by
             it or any of them (other than such Taxes as are being contested in
             good faith by appropriate proceedings, pending determination of
             which payment may lawfully be withheld without penalty, in respect
             of which Taxes there shall be set aside adequate reserves in
             accordance with the applicable Approved Accounting Principles).

13.2.8  Disposals

             It will not, and will procure that its subsidiaries will not
             (whether by a single transaction or a number of related or
             unrelated transactions and whether at the same time or over a
             period of time) sell, transfer or otherwise dispose of any of its
             assets (including shares of the capital stock of any other person,
             or if such person is not an incorporated entity, other ownership
             interests therein, and the coverage of this undertaking is to be
             deemed to include any transaction the effect of which would be to
             reduce the percentage of any class of shares or interests in any
             person held directly or indirectly by such Obligor) or all or any
             part of its undertakings, assets or revenues or any interest
             therein, other than:
<PAGE>

         (a) disposals of assets on an arm's length basis in the ordinary course
             of trading;

         (b) payment of cash in respect of a transaction not otherwise
             prohibited by this Agreement, and exchange of cash equivalents for
             cash;

         (c) the exchange, or replacement within three months, of assets for or
             with other assets required for its trading activities of similar or
             greater value than the assets disposed of or replaced, on arm's
             length commercial terms;

         (d) disposals of assets which are no longer required for the purposes
             of its business at a price not significantly less than the market
             value of those assets less, if the assets would otherwise be
             liquidated, the costs of the liquidation; or

         (e) disposals, other than disposals of shares or ownership interests in
             ChiRex America Inc. or the Borrower or ChiRex Technology Center
             Inc.,not falling within any other paragraph of this Clause 13.2.8
             whose consideration does not exceed GBP 5,000,000 (or its
             equivalent) in any one Accounting Reference Period and GBP
             15,000,000 (or its equivalent) when aggregated with all other such
             disposals made by the Obligors and each of their respective
             subsidiaries following the date of this Agreement.

13.2.9   Merger, Consolidation, Etc.

         It will not, and will procure that its subsidiaries do not, merge or
         consolidate with any other person (whether by winding-up, dissolution
         or other means) except that:

         (a) two or more Tier 1 Guarantors may consolidate or merge with one
             another or an Obligor which is not a Tier I Guarantor may merge
             into an Obligor which is a Tier 1 Obligor, and

         (b) any subsidiary of an Obligor may merge into such Obligor,

         provided in that the Agent shall have received legal opinions in
         respect of the relevant merger or consolidation in form and substance
         reasonably satisfactory to the Agent, which legal opinions shall, in
         any event, confirm that none of the material rights of any Finance
         Party or the material obligations and liabilities to any Finance Party
         of any Obligor will, after such merger or consolidation, cease to be in
         full force and effect and that the person surviving or resulting from
         such merger or consolidation is bound under the Finance Documents after
         giving effect to such merger or consolidation to the same extent as the
         other person or persons party to such transaction were bound
         immediately prior thereto.

13.2.10  Negative Pledge; Absence of Other Negative Pledges

         (a) It will not, and will procure that its subsidiaries will not,
             create or have outstanding any Security Interest on or over its
             respective assets, other than Permitted Security Interests.

         (b) It will not, and will procure that none of its subsidiaries will,
             covenant for the benefit of any person other than the Lenders
             pursuant to the Finance Documents, to refrain from granting for the
             purpose of securing Financial Indebtedness, Security Interests on
             all or any portion of its or their assets or properties, except (i)
             in respect of assets subject to Permitted Security
<PAGE>

             Interests in favour solely of the holder of the relevant Security
             Interest and (ii) any such covenants in existence on the date
             hereof pursuant to any of the Continuing Indebtedness provided that
                                                                   --------
             the principal amount of such Continuing Indebtedness shall not be
             increased after the date hereof.

13.2.11  Indebtedness

         It will not, and will procure that its subsidiaries will not, incur or
         permit to exist any Financial Indebtedness other than Permitted
         Indebtedness.

13.2.12  Loans, Etc.

         It will not, and will procure that its subsidiaries will not, make or
         permit to be outstanding any loans or grant any credit to any person or
         make any other similar arrangement other than:

         (i)   loans to directors or employees which, together with all such
               loans made by the Borrower and its subsidiaries, do not exceed a
               maximum aggregate amount of GBP 1,000,000 (or its equivalent)
               outstanding at any time;

         (ii)  trade credit granted in the ordinary course of its trading
               business;

         (iii) loans to all material terms of which the Agent (acting upon the
               instructions of the Majority Lenders) has consented; and

         (iv)  loans or credits granted by one of the Borrower's subsidiaries to
               the Borrower or another of the Borrower's subsidiaries.

13.2.13  Acquisitions of Subsidiaries or Businesses

         It will not, and will procure that its subsidiaries will not (i)
         acquire any subsidiary which is not its subsidiary as at the date of
         this Agreement, (ii) acquire any business, or (iii) enter into any
         agreement under which it may be or become bound to acquire any such
         subsidiary or business other than:

         (a) subsidiaries or businesses acquired exclusively with the proceeds
             of one or more sales of equity securities or rights in relation
             thereto, where (i) the subsidiary or business to be acquired is
             such that it would not result in the untruth or inaccuracy of any
             representation or warranty set forth herein, the violation of any
             covenant set forth herein, or the occurrence of any Potential Event
             of Default or Event of Default, as demonstrated in each case to the
             reasonable satisfaction of the Agent, (ii) if on a pro forma basis
                                                                --- -----
             (as demonstrated to the reasonable satisfaction of the Agent), the
             proposed acquisition would result in there being a Material
             Subsidiary which is not an Obligor, the acquiror shall
             simultaneously with the acquisition cause compliance by the
             acquired business or acquired subsidiary with Clause 13.2.22, and
             (iii) if the business or subsidiary proposed to be acquired has any
             interest in real property which may subject such business or
             subsidiary or any other member of the ChiRex Group to liability
             under any Environmental Law, the acquiror shall provide to the
             Agent a report of the type described in Clause 13.2.19(g) in all
             respects satisfactory to the Agent no fewer than 20 days prior to
             the date of the proposed acquisition; and
<PAGE>

         (b) subsidiaries or businesses acquired in whole or in part with the
             proceeds of Financial Indebtedness (including any direct or
             indirect usage of the Tranche B Facility) up to a value of
             US$10,000,000 where (i) the acquisition satisfies the requirements
             of the preceding Clause 13.2.13(a) (i), (ii) and (iii) , and (ii)
             the Agent has received evidence to its reasonable satisfaction that
             the proposed acquisition will not result in the ChiRex Group having
             available to it at any time insufficient cash or liquid assets to
             enable it to meet all of the payment obligations under this
             Agreement as well as all other material liabilities as they are
             anticipated to fall due; and (iii) the Agent is satisfied with the
             Borrower's detailed Business Plan setting out financial projections
             for the target and combined businesses, and the actions to be taken
             by the management to integrate the businesses; and (iv) the Agent
             is satisfied with the financial and technical due diligence
             undertaken by the Borrowers and its advisers; and

         (c) subsidiaries or businesses acquired in whole or in part with the
             proceeds of Financial Indebtedness (including any direct or
             indirect usage of the Tranche B Facility) in excess of a value of
             US$10,000,000 where the requirements listed at Clause
             13.2.13(b)(i)-(iv) are satisfied, together with (at the discretion
             of the Agent), the undertaking of additional and independent
             financial and technical due diligence to the satisfaction of the
             Agent.

         (d) The Agent will confirm compliance with the terms of Clause
             13.2.13(a), (b) or (c) within ten Business Days of the Borrower's
             notice that all relevant information has been provided to the Agent
             or will set forth in writing its reasons for disagreeing with such
             compliance within such ten Business Day period.

13.2.14  Restriction on Redemption and Acquisition of Own Shares

         It will not, and will procure that none of its subsidiaries will,
         directly or indirectly redeem, purchase, retire or otherwise acquire
         for consideration any shares, warrants or other equity or equity
         related securities issued by it or set apart any sum for any such
         purpose or otherwise reduce its capital without the consent of the
         Agent (acting on the instructions of the Majority Lenders), except to
         the extent that any sums paid or set apart by ChiRex Inc. in respect of
         the redemption, purchase, retirement or acquisition of its shares, when
         added to any other Restricted Payments, do not exceed in aggregate the
         Available Amount.

13.2.15  Blockage of Payments, Etc.

         It is not, and will procure that none of its subsidiaries is, a party
         to any contractual or similar arrangement pursuant to which any such
         subsidiary is prohibited from making any loan, payment of dividends,
         distributions of income or other amounts, or transferring any
         properties or assets, to it, or any condition or requirement is imposed
         on any such payment or transfer except, in the case of prohibitions on
         transfers of properties or assets, customary provisions restricting
         subletting or assignment of any lease governing a leasehold interest of
         it or one of its subsidiaries.

13.2.16  Restriction on Payment of Dividends, Etc.
<PAGE>

         It will not declare or pay, directly or indirectly, any dividends or
         make any other distribution, or other amounts whether in cash or
         otherwise, on any of its ordinary or other shares except to the extent
         that dividends paid by ChiRex Inc., when added to any other Restricted
         Payments, do not exceed in aggregate the Available Amount.

13.2.17  Material Agreements

         The relevant Obligor will at its own cost and expense take all
         reasonable steps to preserve and enforce available rights and remedies
         in respect of the Material Agreements or any breach thereof, maintain
         in full force and effect (subject to rights of termination exercisable
         by the other party or parties thereto not arising from the relevant
         Obligor's actions or omissions) and during their term comply with the
         terms of the Material Agreements in all material respects, and not
         agree to any waiver of any material term of or to any material
         amendment or variation of the terms of the Material Agreements, except
         to the extent that the failure to perform or observe any of the
         undertakings set forth in this Clause 13.2.17 is not reasonably likely
         to have a Material Adverse Effect.

13.2.18  Key Performance Indicators

         The relevant Obligor will provide information and statistics to the
         Agent to illustrate that it has carried out the following key
         operational performance tests monthly: (and other such tests agreed to
         between the Agent and relevant Obligor)

         (a) a "Right First Time" test, to be measured on a monthly basis in
             respect of the ten highest selling products produced at the Dudley
             Facility and all the products produced at the Annan Facility such
             testing to be carried out to establish what percentage of such
             products is produced by the relevant Obligor to a sufficiently high
             standard to be acceptable to the relevant Obligors' customers;

         (b) an "On Time Delivery" test, to be measured on a monthly basis for
             batches of products leaving for customers of the relevant Obligor
             from both the Dudley Facility and the Annan Facility such testing
             to be carried out to establish what percentage of products are
             delivered to the customers within the time specified in the
             relevant purchase order or other contracts providing for delivery
             of products with the customers

         (c) a "Plant Availability" test to measure on a monthly basis; (i)
             hours for which vessels are actually operational at the Dudley
             Facility against the hours such vessels are budgeted to be
             operational and (ii) the times when engineering actually occurs at
             the Annan Facility against when it is scheduled to occur at the
             Annan Facility.

         (d) an "Accident Frequency" test to measure lost operational,
             engineering or production time resulting from accidents in the
             Annan and Dudley facilities , such testing to take place for each
             period of 100,000 man hours worked;

13.2.19  Environmental Obligations

         (a) It will, and will procure that each of its subsidiaries will, (i)
             comply with the terms of all Environmental Licenses and
             Environmental Laws applicable to it or any of its subsidiaries,
             (ii) promptly pay or cause to be paid all costs
<PAGE>

             and expenses incurred in such compliance and (iii) keep or cause to
             be kept all real property now or hereafter owned or operated by it
             or any of its subsidiaries free and clear of any Security Interests
             imposed pursuant to such Environmental Laws for such period as such
             real property is owned or operated by it or any of its
             subsidiaries, except for such non-compliances, failures to pay or
             Security Interests which individually or in the aggregate could not
             reasonably be expected to have a Material Adverse Effect.

         (b) It shall promptly take, and shall cause each of its subsidiaries
             promptly to take, any and all investigation, study, sampling,
             testing, abatement, clean up, removal, remediation, or other
             appropriate response action necessary to remove, remediate, clean
             up, or abate any Environmental Contamination that is in violation
             of any Environmental Laws or that presents a material risk of
             giving rise to an Environmental Claim where the failure to do is
             reasonably likely to have a Material Adverse Effect. In the event
             it or any of its subsidiaries undertakes any such action with
             respect to any Dangerous Substances on, under or about any real
             property owned or operated by any of them, it or such subsidiary
             shall conduct and complete such action in compliance with all
             applicable Environmental Laws, and in accordance with the policies,
             orders and directives of all Governmental Authorities except when,
             and only to the extent that, its or such subsidiary's liability for
             such presence, storage, use, disposal, transportation or discharge
             of any Dangerous Substances is being contested in good faith by it
             or such subsidiary.

         (c) It shall promptly take, and shall cause each of its subsidiaries
             promptly to take, any and all action necessary to cure any
             violation of applicable Environmental Laws by such Obligor or its
             Subsidiaries that could reasonably be expected to have,
             individually or in the aggregate, a Material Adverse Effect.

         (d) It will not, and will procure that each of its subsidiaries will
             not, generate, use, treat, store, release or dispose of, or permit
             the generation, use, treatment, storage, release or disposal of
             Dangerous Substances on any real property now or hereafter owned or
             operated by it or any of its subsidiaries, or transport or permit
             the transportation of Dangerous Substances to or from any such real
             property except for Dangerous Substances used or stored at, or
             transported from, any such real properties in compliance with all
             applicable Environmental Laws and used in connection with the
             operation, use and maintenance of any such real property, except
             such non-compliances as could not reasonably be expected to have a
             Material Adverse Effect.

         (e) If: (i) an Event of Default has occurred and is continuing; (ii)
             the Lenders receive notice under Clauses 13.2.19(f) or 13.2.19(g)
             for any event for which notice is required to be delivered for any
             such real property; or (iii) the Agent or the Majority Lenders
             reasonably believe that there was a breach of any representation,
             warranty or covenant contained in Clause 12.20, 13.2.19(a) or
             13.2.19(d); then, at the written request of the Agent or the
             Majority Lenders, which request shall specify in reasonable detail
             the basis therefor, at any time and from time to time, it will
             provide, at the
<PAGE>

             Borrower's sole cost and expense, an environmental site assessment
             report and compliance audit concerning any real property in form
             and substance satisfactory to the Agent, prepared by an
             environmental consulting firm approved by the Agent addressing the
             matters in sub-clause (i), (ii) or (iii) above of this Clause
             13.2.19(e) which gives rise to such request and estimating the
             range of the potential costs of any removal, remedial or other
             corrective action in connection with any such matter. If the
             Borrower fails to provide the same within 90 days after such
             request was made, the Agent may order the same, and the Obligors
             shall grant and hereby grant to each of the Agent and the Lenders
             and their agents access to such real property and specifically
             grant the Agent and the Lenders an irrevocable non-exclusive
             license, subject to the rights of tenants, to undertake such an
             assessment all at the expense of the Borrower (including, without
             limitation, taking samples of soil, groundwater and suspected
             asbestos containing materials). Any such investigation of any real
             property shall be conducted, unless otherwise agreed to by Borrower
             and Agent, during normal business hours and, to the extent
             reasonably practicable, shall be conducted so as not to interfere
             with the ongoing operations at any such real property or to cause
             any damage or loss to any property at such real property. Borrower
             and Agent hereby acknowledge and agree that any report of any
             investigation conducted at the request of Agent pursuant to this
             Clause 13.2.19(e) will be obtained and shall be used by Agent and
             Lenders for the purposes of Lenders' internal credit decisions, to
             monitor and police the Facilities and to protect Lenders' security
             interests, if any, created by the Finance Documents. Agent agrees
             to deliver a copy of any such report to Borrower with the
             understanding that Borrower acknowledges and agrees that (i) it
             will indemnify and hold harmless Agent and each Lender from any
             costs, losses or liabilities relating to Borrower's use of or
             reliance on such report, (ii) neither Agent nor any Lender makes
             any representation or warranty with respect to such report, and
             (iii) by delivering such report to Borrower neither Agent nor any
             Lender is requiring or recommending the implementation of any
             suggestions or recommendations contained in such report.

         (f) Promptly upon, and in any event within five Business Days after, an
             officer or director of any Obligor obtaining knowledge thereof,
             written notice of any of the following matters (including all
             reasonably related claims or liabilities) which could reasonably be
             expected to result in costs to any Obligor in excess of GBP
             2,500,000 shall be delivered to the Lenders:

             (i)   any pending or threatened Environmental Claim against any
                   Obligor (including any such claim arising out of the
                   ownership or operation by an Obligor, or any
                   predecessor-in-interest thereto, of any real property then no
                   longer owned by such Obligor) or any real property then owned
                   or operated by an Obligor and any pending or threatened
                   suspension, revocation or material modification of any
                   Environmental License applicable to such Obligor (including
                   any threatened closure or shutdown of all or any part of a
                   facility owned or operated by such Obligor);
<PAGE>

      (ii)  any condition or occurrence on or arising from any real property
            owned or operated by any Obligor (or with respect to which any
            Obligor has liability) that (x) results in material non-compliance
            by an Obligor with any applicable Environmental Law or (y) could
            reasonably be expected to form the basis of an Environmental Claim
            against an Obligor, or any predecessor-in-interest thereto,
            (including any such claim arising out of the ownership or operation
            by an Obligor of any real property then no longer owned by such
            Obligor) or any real property then owned by an Obligor;

      (iii) any condition or occurrence on any real property owned or operated
            by any Obligor that could reasonably be expected to cause such real
            property to be subject to any restrictions on the ownership,
            occupancy, use or transferability by such Obligor of such real
            property under any Environmental Law;

      (iv)  the taking of any removal or remedial action in response to the
            actual or alleged presence of any Dangerous Substances on any real
            property owned or operated by an Obligor, or any
            predecessor-in-interest thereto, as required by any Environmental
            Law or any Governmental Authority; and

      (v)   any change or addition to any applicable Environmental Law the
            effect of which change or addition is reasonably likely to have a
            Material Adverse Effect.

            All such notices shall describe in reasonable detail the nature of
            the claim, investigation, condition, occurrence or removal or
            remedial action and the relevant Obligor's response thereto. In
            addition, the relevant Obligor will provide the Lenders with copies
            of such detailed reports of any Environmental Claim as may
            reasonably be requested by the Majority Lenders. In addition,
            promptly upon receiving written notice of the entry of any real
            property (or any property with respect to which it or any of its
            subsidiaries has liability or potential liability) on any register
            or database maintained by any Governmental Authority or like
            authority for those properties deemed contaminated with Dangerous
            Substances including, without limitation, a "black spots" list,
            inform the Agent of the, entry where the entry has or could
            reasonably be expected to have a Material Adverse Effect.

(g)   It will, and will procure that each of its subsidiaries will, undertake a
      suitable site assessment of the Environmental status of any material real
      property (or any material interest therein) or any company in which it
      intends or they intend to acquire a majority interest (which assessments
      shall include, but not be limited to, a written environmental site
      assessment prepared by a reputable environmental consultant for real
      property or interests therein acquired or held by any company to be
      acquired), provided it is so permitted by the then owner of such real
      property, and will notify the Agent of the results of such assessment.

13.2.20  Intellectual Property
<PAGE>

      It will:

         (a)   make such registrations and pay such fees, registration Taxes and
               similar amounts as are necessary to keep all Intellectual
               Property rights which are material to the business of any member
               of the ChiRex Group in force and to record its interest in those
               Intellectual Property rights; and

         (b)   take such steps as are necessary and commercially reasonable
               (including, without limitation, the institution of appropriate
               legal proceedings) to prevent third parties from infringing those
               Intellectual Property rights referred to in paragraph (a) above
               and (without prejudice to paragraph (a) above) take such other
               steps as are reasonably practicable to maintain and preserve its
               interest in those rights.

13.2.21  Investments

            It will not, and will procure that its subsidiaries will not, own
            any interest in any share, equity related investment or investment
            security other than Permitted Investments.

13.2.22  Financial Indebtedness within the ChiRex Group

            It will not, and will procure that its subsidiaries will not, permit
            any Financial Indebtedness or other obligation owed by it to another
            Obligor or to it by another Obligor, to be either (i) contractually
            subordinated to any other obligations, or (ii) evidenced by a note
            or other similar instrument, unless that note or instrument is
            pledged to the Security Agent on behalf of the Lenders in a manner
            satisfactory in all respects to the Security Agent.

13.2.23  Additional Guarantors

            Each Obligor will procure that each of its subsidiaries which either
            after the date of this Agreement becomes a Material Subsidiary (an
            "Existing Material Subsidiary") or is a person to be acquired
            pursuant to Clause 13.2.13 which would be a Material Subsidiary
            after giving effect to such acquisition (an "Acquired Material
            Subsidiary") executes and delivers, except to the extent that (i)
            such execution and delivery is prohibited by law or (ii) it would,
            in the reasonable opinion of the Agent, create an unreasonable risk
            of liability for the directors of such Material Subsidiary after
            taking into account the costs of the contingent liability to the
            Material Subsidiary attributable to the guaranteeing of obligations
            under the Finance Documents versus the benefits to be derived
            therefrom by such Material Subsidiary, in the case of an Existing
            Material Subsidiary, within 90 days of availability to the Borrower
            of information demonstrating that such subsidiary has become a
            Material Subsidiary and, in the case of an Acquired Material
            Subsidiary, substantially contemporaneously with the consummation of
            its acquisition (and in any event within 30 days thereafter), to the
            Agent a Deed of Accession and the documents described in the
            following sub-clauses (i), (ii) and (iii) relevant to it:

            (i)   a copy, certified as of the date of the Deed of Accession as
                  true and complete by a duly authorised representative of such
                  Material Subsidiary of:

                  (A)   the constitutional documents of such Material
                        Subsidiary, including evidence of due incorporation;
<PAGE>

                  (B)   board (or other appropriate governing body) resolutions
                        of such Material Subsidiary (A) approving the
                        transactions and the matters contemplated by each of the
                        Finance Documents, and (B) authorising a specified
                        person or persons to (x) execute on its behalf each of
                        the Finance Documents to which it is a party, and (y)
                        give all notices, requests, instructions, certificates
                        and other documents for that Material Subsidiary in
                        connection with each of the Finance Documents to which
                        it is a party;

                  (C)   all other corporate, trust or other applicable
                        authorisations and actions required of it (including
                        without limitation any resolutions of shareholders or
                        approvals of beneficiaries) to enable it to enter into,
                        execute and perform those of the Finance Documents to
                        which it is, or is to be, a party;

                  (D)   specimen signatures of the signatories authorised by
                        such Material Subsidiary in the board (or other
                        appropriate governing body) resolutions described in
                        Clause 13.2.23(i)(B) to sign Financing Documents to
                        which it is or is to be a party; and

                  (E)   all other resolutions, powers, declarations, approvals,
                        consents and licenses (corporate, official or otherwise)
                        necessary or appropriate for the entry into and
                        performance by such Material Subsidiary of the Finance
                        Documents to which it is or is to be a party, and for
                        the enforceability and validity thereof;

            (ii)  a legal opinion properly addressed to the Agent and Lenders
                  from reputable counsel acceptable to the Agent in the
                  jurisdiction in which such Material Subsidiary is organised or
                  incorporated, who may be counsel to ChiRex Inc.; and

            (iii) such other documents as the Agent may reasonably request.

    13.2.24 No Payment of Management Fees

            No Obligor will pay to any member of the ChiRex Group which is not
            an Obligor management fees, royalty fees or otherwise except in
            respect of services actually provided on commercially reasonable
            terms.

13.3 Information and Accounting Undertakings

     13.3.1 Events of Default

            ChiRex Inc. will notify the Agent of the occurrence of any Event of
            Default or Potential Event of Default immediately upon becoming
            aware of it and will from time to time on request deliver to the
            Agent a certificate confirming that no Event of Default or Potential
            Event of Default has occurred or setting out details of any Event of
            Default or Potential Event of Default and the action taken or
            proposed to be taken to remedy it.

     13.3.2 Books of Account

            Each Obligor will, and will procure that each of its respective
            subsidiaries will, keep proper books of account and will prepare
            management accounts in the usual form and will permit the Agent or
            any authorised representative of the Agent upon
<PAGE>

            reasonable notice to visit them and inspect the same at the place
            where they are maintained and to interview such officers and
            employees of the Borrower as the Agent may reasonably require,
            provided that such visits and interviews may not occur more
            frequently than once a year unless an Event of Default has occurred.

     13.3.3 Appointment of Auditors

            No Obligor will at any time appoint or continue to employ any
            auditors other than the Auditors or other auditors of international
            repute approved by the Agent, provided that nothing in this Clause
                                          --------
            13.3.3 shall limit or otherwise affect the appointment of statutory
            auditors.

     13.3.4 Financial Statements and Operating Budget

            The Obligors will deliver, or cause to be delivered, to the Agent in
            form and substance acceptable to the Agent for distribution to the
            Lenders sufficient copies for each of the Lenders of the following:

            (a)   as soon as available and in any event within the period
                  required to be delivered to the SEC, the Form 10-K of ChiRex
                  Inc. which incorporates the consolidated financial statements
                  of ChiRex Inc. and its subsidiaries, audited by the Auditors
                  as at the end of and for that financial year;

            (b)   as soon as available and in any event within the period
                  required to be delivered to the SEC, the Form 10-Q of ChiRex
                  Inc. which incorporates the unaudited consolidated financial
                  statements of ChiRex Inc. and its subsidiaries and the
                  relevant consolidating adjustments as at the end of, and for,
                  the relevant Accounting Quarter;

            (c)   as soon as available and in any event within 30 days after the
                  end of each fiscal month for the first eleven months of each
                  Accounting Reference Period, consolidated monthly management
                  accounts for each of (i) the ChiRex Group, and (ii) the
                  Borrower (setting forth separately income and expenses of
                  ChiRex (Annan) Limited and ChiRex (Dudley) Limited) each as at
                  the end of such month including, without limitation, a
                  consolidation adjustment column;

            (d)   not more than 30 days after the beginning of each successive
                  Accounting Reference Period, the Operating Budget applicable
                  to such Accounting Reference Period; and provided that the
                  Operating Budget for the Accounting Reference period beginning
                  1 January 1999 shall be delivered to the Agent at least 20
                  days prior to the beginning of such Accounting Reference
                  Period;

            (e)   within 120 days after the end of each Accounting Reference
                  Period, a report of ChiRex Inc. describing in reasonable
                  detail each of the respective elements of the unconsolidated
                  Cashflow of each Obligor demonstrating the calculations made
                  in order to determine the Cashflow in each such case and, to
                  the extent practicable, reconciling the figures set forth
                  therein to the relevant audited figures;

            provided, that the financial statements provided pursuant to
            --------
            Sub-clauses 13.3.4(a), (b) and (c) shall include, without
            limitation, in respect of each Accounting Quarter or Accounting
            Reference Period, as the case may be, a statement of consolidated
<PAGE>

            profit and loss, a consolidated balance sheet, a consolidated cash
            flow statement, together with a comparison of all such information
            with the information, if any such consolidated information is
            available, for the corresponding period in the preceding financial
            year (or part thereof following the date hereof), and the financial
            statements provided pursuant to Sub-clauses 13.3.4(c) to include a
            comparison with the relevant projections, estimates or forecasts in
            the relevant Operating Budget.

     13.3.5 Financial Covenant and Other Compliance Certificates

            Each of the financial statements delivered under Sub-clauses
            13.3.4(a), (b) and (c) shall be accompanied by a certificate signed
            by the chief financial officer of ChiRex Inc. and (in the case of
            financial statements delivered pursuant to Sub-clause 13.3.4(a)
            approved by a the Board of Directors of ChiRex Inc., certifying
            whether or not the Obligors are in compliance with each of the
            covenants contained in Clause 13.4 (such certificate to contain
            detailed calculations reasonably acceptable to the Agent
            demonstrating such determination), confirming that at the date of
            such financial statement, no Event of Default or Potential Event of
            Default has occurred, or if one has occurred, a description thereof
            and the action taken or proposed to be taken to remedy it and, in
            the case of the annual financial statements, (i) listing each
            Material Subsidiary as at the date of such annual financial
            statements, and (ii) accompanied by a certificate from the Auditors
            (in such form and with such content as the Agent may reasonably
            require) demonstrating whether or not the Obligors are in compliance
            with the covenants contained in Clause 13.4.

     13.3.6 Accounting Reference Period/Accounting Quarter

            No alteration may be made to its Accounting Reference Period or
            Accounting Quarters without the prior written consent of the Agent
            (which consent shall not be unreasonably withheld). The Agent may
            require such changes in the financial covenants contained in this
            Agreement as will fairly reflect any such change.

     13.3.7 Auditors' Investigations

            [***Clause Reserved ***]

     13.3.8 Other Information

            Each Obligor (or each US Obligor, as applicable) will promptly
            deliver to the Agent for distribution to the Lenders:

            (a)   details of any litigation, arbitration or administrative
                  proceedings relating to such Obligor which is reasonably
                  likely to give rise to a Material Adverse Effect;

            (b)   at the same time as sent to any of its financial creditors,
                  any other material document or information sent to such
                  creditors;

            (c)   such other information relating to its financial condition or
                  operations (including sales and details in relation to its
                  debtors), or those of any other Obligor as the Agent (or any
                  other Lender through the Agent) may from time to time
                  reasonably request;
<PAGE>

            (d)   details of any occurrence or circumstance which will
                  materially adversely affect the ability of any Obligor to
                  perform any of its payment obligations under any of the
                  Finance Documents;

            (e)   promptly upon becoming aware of any event or circumstance
                  pertaining to an Employee Benefit Plan which is reasonably
                  likely to give rise to a Material Adverse Effect, a written
                  notice specifying the nature thereof, what action the relevant
                  US Obligor or any of its ERISA Affiliates has taken, is taking
                  or proposes to take with respect thereto and, when known, any
                  action taken or threatened by the United States Internal
                  Revenue Service, the United States Department of Labour or the
                  PBGC with respect thereto; and

            (f)   a copy of any notice or other writing received or issued by
                  any Obligor in connection with the possible termination,
                  revocation or modification of the terms of any license,
                  consent or authorisation necessary for the carrying on of the
                  Business, or the termination, waiver, amendment or variance of
                  any Material Agreement.

           13.3.9 Other Investigations

                  It will, and will procure that its subsidiaries will, at any
                  time during the occurrence of a Potential Event of Default or
                  an Event of Default, permit the Agent and such person or
                  persons as the Agent shall nominate at all reasonable times
                  during normal business hours and on not less than 24 hours'
                  written notice to enter into and upon the principal premises
                  from which the relevant Obligor's or subsidiary's business is
                  being conducted to view the state and condition of such
                  premises.

          13.3.10 Approved Accounting Principles

                  All audited financial statements or accounts of the Obligors
                  delivered or to be delivered to the Agent under this Agreement
                  shall be prepared in accordance with the relevant Approved
                  Accounting Principles. If, (i) as a result of a change in law
                  or other change in Approved Accounting Principles such
                  statements or accounts are required to be prepared on a
                  different basis, or (ii) any change in Approved Accounting
                  Principles would result in any material change in the manner
                  in which any item relevant to the covenants in Clause 13.4
                  (Financial Covenants) is accounted for or reported by any
                  Obligor, or (iii) any Obligor shall propose to change its
                  Approved Accounting Principles from those specified in the
                  definitions herein:

                  (a)   the relevant Obligor shall promptly so advise the Agent,
                        and shall deliver to the Agent (with sufficient copies
                        for the Lenders) the Operating Budget for the then
                        current Accounting Reference Period and the financial
                        statements required to be delivered under Clauses
                        13.3.4(a) and (b) during the prior twelve month period,
                        in each case, giving effect to the relevant changes;

                  (b)   on request of the Agent (which request shall be deemed
                        made in the case of a proposal to change any of the
                        Approved Accounting Principles from those specified in
                        the definitions herein), the Obligors and the Agent (on
                        behalf of the Lenders) shall negotiate in good faith
                        with a view to agreeing such amendments to Clauses 13.4
                        and/or the definitions of any or all of the terms used
                        therein as are necessary as a result of such change in
                        law or in
<PAGE>

                        generally accepted accounting principles (or other
                        change) to give the Lenders comparable protection to
                        that contemplated at the date of this Agreement;

                  (c)   if amendments satisfactory to the Lenders are agreed by
                        the Obligors and the Agent in writing within 30 days of
                        such notifications to the Agent, those amendments shall
                        take effect in accordance with the terms of that
                        agreement; and

                  (d)   if such amendments are not so agreed within 30 days,
                        within 15 days after the end of that 30 day period, the
                        relevant Obligor shall either:

                        (i)   deliver to the Agent, in reasonable detail and in
                              a form satisfactory to the Agent, details of all
                              such adjustments as need to be made to the
                              relevant financial statements in order to bring
                              them into line with Approved Accounting Principles
                              or, as the case may be, to eliminate the effect of
                              the relevant change; or

                        (ii)  ensure that the relevant financial statements are
                              prepared in accordance with the relevant Approved
                              Accounting Principles subject, as the case may be,
                              to eliminating the effect of the relevant change.

          13.3.11 Annual Meeting with Banks

                  At the request of the Agent, the Obligors shall within 120
                  days after the close of each Accounting Reference Period, hold
                  a meeting at a time and place selected by the Obligors and
                  reasonably acceptable to the Agent, with all of the Lenders at
                  which meeting shall be reviewed the financial results of the
                  previous fiscal year, the financial condition of the Obligors
                  and the Operating Budget for the then current fiscal year of
                  the Obligors.

13.4  Financial Covenants

           13.4.1

                  (a)   Maximum Total Debt/EBITDA

                        ChiRex Inc. shall maintain, as of the end of each
                        Accounting Quarter a Maximum Total Debt/EBITDA Ratio of
                        2.5:1.

                  (b)   Minimum Interest Coverage Ratio

                        ChiRex shall maintain, as of the end of each Accounting
                        Quarter a Minimum Interest Coverage Ratio of not less
                        than 3.5:1.

                  (c)   Calculation

                        (i)   The covenants contained in Clauses 13.4.1(a) and
                              13.4.1(b) will be tested on a rolling aggregate
                              basis for the immediately preceding four quarterly
                              periods ending on the last day of the relevant
                              Accounting Quarter (except that Total Debt will be
                              tested as of the last day of the Accounting
                              Quarter most recently ended). In each case by
                              reference to the quarterly management accounts in
                              respect of the first three Accounting Quarters of
                              each Accounting Reference Period, delivered to the
                              Agent pursuant to Clauses 13.3.4(b), for the
<PAGE>

                        relevant period, and by reference to the audited
                        accounts required to be delivered to the Agent pursuant
                        to Clause 13.3.4(a) in respect of the fourth Accounting
                        Quarter of each Accounting Reference Period provided
                        that if when the audited accounts become available they
                        either demonstrate that the figures in any relevant
                        quarterly management accounts utilised for any such
                        calculation cannot have been substantially accurate or
                        indicate a material discrepancy which is prejudicial to
                        the Finance Parties between the aggregate figures for
                        the management accounts for the four relevant Accounting
                        Quarters and the aggregate audited figures, then the
                        Agent shall require such adjustment to the calculations
                        made or to be made as it reasonably considers
                        appropriate to rectify such inaccuracy or discrepancy,
                        and compliance with the covenants in this Clause 13.4.1
                        will be determined by reference to such adjusted
                        figures.

                  (ii)  In the case of any component calculated by reference to
                        management accounts the relevant Approved Accounting
                        Principles will be applied within the reasonable
                        parameters which may be expected of management accounts
                        not the subject of audit procedures.

                  (iii) When testing Total Debt for the purposes of testing the
                        Covenants in Clauses 13.4.1(a) and (b) of this
                        Agreement, any sum standing to the credit of any account
                        of any Obligor on any date of determination will be
                        taken into account to reduce the calculation of
                        Financial Indebtedness of that Obligor, subject to the
                        Borrower or the WCP Borrowers (as the case may be)
                        complying with the provisions of Clause 9.2.

13.4.2  Capital Expenditure

      (a)   Before the Achievement Date only, ChiRex Inc. shall procure that the
            Capital Expenditures (determined in accordance with Approved
            Accounting Principles) of the ChiRex Group in each Accounting
            Reference Period ending after the date of this Agreement do not
            exceed (i) for the Accounting Reference Period ending on 31 December
            1998, the sum of USD 33,700,000 plus the amount of capitalised
            interest attributable to the members of the ChiRex Group in that
            Accounting Reference Period and less the amount (being not less than
            USD 5,900,000) received in cash as reimbursement from customers of
            the ChiRex Group for certain Capital Expenditures and (ii) for the
            Accounting Reference Period ending on 31 December 1999 and each
            Accounting Reference Period thereafter, the sum of (x) being the
            amount set forth for the relevant Accounting Reference Period in the
            Revised Business Plan plus (y) being an amount which, when added to
            any other Restricted Payments, does not exceed in aggregate the
            Available Amount; provided that for any Accounting Reference Period
            of less than twelve months, the permitted amount of Capital
            Expenditures shall be pro-rated accordingly.
<PAGE>

13.5  Additional Undertakings of ChiRex Inc.

      ChiRex Inc. undertakes that:

      (a)   Business

            It will not engage in any business or activity other than the
            ownership of the shares of capital stock of its subsidiaries, and
            activities necessarily related thereto.

      (b)   Ownership

            It will at all times own beneficially and of record 100% of the
            outstanding shares of capital stock of ChiRex America Inc., the
            Borrower, and ChiRex Technology Center Inc .

      (c)   Financial Indebtedness, Etc.

            It will procure that (i) none of ChiRex America Inc., ChiRex (Annan)
            Limited, nor the Borrower has any Financial Indebtedness, except (A)
            in the case of the Borrower only, its obligations in respect of the
            Finance Documents and the Holdings Note, and (B) in the case of
            ChiRex (Annan) Limited only, its obligations under the Finance
            Documents, the Annan Note and the Multiborrower Revolving Note, (ii)
            the Borrower has no material assets, other than the shares of
            capital stock of its subsidiaries and such assets as arise in
            connection with the use of proceeds of the Advances, and (iii)
            ChiRex America Inc. has expenses not exceeding GBP 2,500,000 in any
            Accounting Reference Period.

14    EVENTS OF DEFAULT

14.1  List of Events

      Each of the events set out in this Clause 14.1 constitutes an Event of
      Default whether or not the occurrence of the event concerned is outside
      the control of the Obligors or any other person.

      14.1.1 Payment Default

            Any Obligor fails to pay on the due date any amount payable by it
            under any of the Finance Documents at the place at which, and in the
            currency in which, it is expressed to be payable but, without
            prejudice to Clause 27.1, such non-payment shall not constitute an
            Event of Default if (i) it is a non-payment in respect of interest
            or fees and the relevant payment is received by the Agent within
            three Business Days of the due date for payment thereof, or (ii)
            such non-payment is caused by a technical fault in transmission of
            funds and such funds are subsequently successfully transmitted
            within one Business Day of the due date for payment thereof.

      14.1.2 Breach of Other Obligations

      (a)   a breach of any provision of Clause 13.4 (Financial Covenants)
            occurs;

      (b)   any Obligor fails to comply with any of its obligations in Clause 13
            (other than Clause 13.4) and, in any such case, if such failure is,
            in the reasonable opinion of the Agent, capable of remedy, it is not
            remedied within twenty Business Days after such Obligor becomes
            aware of such failure; or
<PAGE>

      (c)   any Obligor fails to comply with or perform any of its other
            material obligations or undertakings under any of the Finance
            Documents and, if such failure is, in the reasonable opinion of the
            Agent, capable of remedy, it is not remedied within twenty Business
            Days after such Obligor becomes aware of such failure.

14.1.3  Misrepresentation

        Any representation, warranty or statement which is made by any Obligor
        in any of the Finance Documents or is contained in any certificate,
        statement or notice provided under or pursuant to any of the Finance
        Documents proves to be incorrect in any material respect when made (or
        deemed to be repeated) unless the circumstances giving rise to that
        default are, in the reasonable opinion of the Agent, remediable, and are
        remedied within twenty Business Days after such Obligor becoming aware
        of the same.

14.1.4  Invalidity, Unlawfulness, Etc.

        (a) Any provision of any Finance Document is, or becomes, materially
            invalid or unenforceable for any reason (except by reason of the
            unavailability of specific performance or other equitable remedy) or
            shall be repudiated or the validity or enforceability of any
            provision of any Finance Document shall at any time be contested by
            any Obligor party thereto, or any Obligor shall deny the existence
            of any liability or obligation on its part thereunder.

        (b) At any time it is or becomes unlawful under the laws of any
            applicable jurisdiction for any Obligor (other than a Non-Material
            Subsidiary) to perform any of its material obligations under any
            Finance Document.

        (c) At any time any act, condition or thing required to be done,
            fulfilled or performed in order (i) to enable any Obligor lawfully
            to enter into, exercise its rights under and perform the material
            obligations expressed to be assumed by it in any of the Finance
            Documents or (ii) to ensure that the material obligations expressed
            to be assumed by any Obligor in any Finance Document are legal,
            valid and binding, is not done, fulfilled or performed, and if the
            relevant matter is, in the reasonable opinion of the Agent, capable
            of remedy, it is not remedied within fourteen Business Days after
            the first of such Obligor becomes aware of such matter.

14.1.5  Insolvency

      Subject to Clause 14.2, any Obligor is declared insolvent or is unable, or
      admits in writing its inability, to pay its debts as they fall due or
      stops or threatens to stop payment of its debts generally or becomes
      insolvent within the terms of any applicable law.

14.1.6  Receivership and Administration

        Subject to Clause 14.2,

        (a) an application is made for the appointment of an administrator (as
            such term is used in the Insolvency Act 1986) or similar official in
            relation to any Obligor or a resolution is passed by the directors
            or shareholders of ChiRex Inc. or any such Obligor for such an
            application to be made;
<PAGE>

      (b)   a liquidator, trustee, administrative or other receiver, manager
            (being a person acting on behalf of all or any creditors), judicial
            factor, manager for credits, or similar officer is appointed in
            respect of (or takes possession of) any Obligor or in respect of (or
            takes possession of) all or any part of its assets; or

      (c)   any distress, execution, attachment (other than an attachment or
            arrest to found jurisdiction) or other process affects any asset of
            any Obligor, except where such Obligor is, in good faith, reasonably
            contesting such distress, execution, attachment or other process by
            proceedings diligently pursued and such distress, execution,
            attachment or other process is discharged or stayed within 30 days.

14.1.7  Compositions and Arrangements

        Subject to Clause 14.2, a moratorium or suspension of payments in
        respect of all or any classes of debts of any Obligor or a composition
        or an arrangement with creditors generally of any Obligor or any other
        arrangement whereby its affairs are submitted to the control of its
        creditors is applied for, ordered or declared.

14.1.8  Winding Up or Similar Event

        Subject to Clause 14.2, any order is made or resolution passed or any
        legal proceedings are consented to by any Obligor or otherwise commenced
        (by way of petition or otherwise) for the suspension of payments
        generally or dissolution, termination of existence, liquidation,
        winding-up or bankruptcy of any Obligor.

14.1.9  Protection from Creditors

        Subject to Clause 14.2, any order is made, decree is passed or
        resolution is passed or other action is taken by or with respect to any
        obligor for protection from creditors of such Obligor.

14.1.10 Similar Events Elsewhere

        Subject to Clause 14.2, there occurs in relation to any Obligor or any
        of their respective assets, in any country or territory in which such
        Obligor is organised or carries on business or to the jurisdiction of
        whose courts it or any of its assets are subject, any event which
        corresponds in that country or territory with any of those mentioned in
        Clauses 14.1.5 to 14.1.9 (inclusive) (including, without limitation, the
        filing of any petition or the commencement of any proceedings under any
        US federal or state bankruptcy, insolvency, reorganisation or other
        similar law), or any Obligor or its assets otherwise become subject, in
        any such country or territory, to any law relating to insolvency,
        bankruptcy or liquidation.

14.1.11 Cessation of Business

        Subject to Clause 14.2, any Obligor ceases, or threatens to cease, to
        carry on all or a substantial part of its business other than in
        connection with a transfer by such Obligor of all or substantially all
        of its assets in accordance with Clause 13.2.8(e) .

14.1.12 Compulsory Acquisition

        All or any part of the property or assets of any Obligor is compulsorily
        acquired by, or by the order of, any central or local governmental
        authority and such acquisition results in a Material Adverse Effect.
<PAGE>

14.1.13  Security Interests

      Any Security Interest securing obligations or liabilities in excess of GBP
      2,500,000 (or its equivalent), affecting the business, undertaking or any
      of the assets of any Obligor becomes enforceable (other than by the
      exercise of a lien arising solely by operation of law in the ordinary
      course of trading where the indebtedness in respect of which that lien is
      being exercised (i) has been due for less than twenty days or (ii) is
      being contested in good faith by appropriate means) whether or not steps
      are taken to enforce the same.

14.1.14  Cross Default

         (a) Any other Financial Indebtedness in excess of GBP 2,500,000 (or its
             equivalent) of any Obligor:

             (i)  is not paid when due or within any applicable grace period in
                  any agreement relating to that Financial Indebtedness; or

             (ii) becomes due and payable (or presently capable of being
                  declared due and payable) before its notional maturity or is
                  placed upon demand before it is due (or any commitment for any
                  such indebtedness is cancelled or suspended) by reason of a
                  default or event of default, however described, or by reason
                  of any other contractual provision requiring prepayment; or

         (b) Any amount due under a WCP Facility becomes due and payable (or
             presently capable of being declared due and payable) before its
             normal maturity or is placed on demand before its time (or any WCP
             Commitment for any WCP Facility is cancelled or suspended) by
             reason of a default, however described, relating thereto.

14.1.15  Auditors' Qualification

      The Auditors qualify their report on the audited consolidated financial
      statements of any Obligor in any way whatsoever.

14.1.16  Material Adverse Effect

      An event or circumstance occurs or exists which has, or is reasonably
      likely to have, a Material Adverse Effect.

14.1.17  Litigation

      Any litigation, arbitration or administrative proceedings are current or
      pending at the date of this Agreement or are commenced after such date
      against any Obligor, which proceedings are reasonably likely to have a
      Material Adverse Effect.

14.1.18  Environmental Defaults

         (a)   any Obligor fails to comply with any Environmental Law or
               Environmental License or becomes subject to any liability or
               potential liability in respect of Dangerous Substances and that
               non-compliance or liability or potential liability could
               reasonably be expected to have a Material Adverse Effect;

         (b)   if any entry on any register maintained by any government or
               local authority for those properties deemed contaminated with
               Dangerous Substances, including, without limitation, a "black
               spots" list, is made in respect of any
<PAGE>

            property owned by any Obligor (or with respect to which property any
            Obligor has any liability or potential liability) and as a result of
            such registration there is a fall in the value of the property in
            question which could reasonably be expected to have a Material
            Adverse Effect;

      (c)   any change in applicable Environmental Law results in the imposition
            of any liability on any Finance Party in relation to any
            Environmental Event which liability is reasonably likely to have a
            Material Adverse Effect; or

      (d)   any change in applicable law causes the rights of any person in
            relation to any Environmental Claim against any Obligor to rank
            ahead of the rights of any Finance Party against it in a manner
            which could reasonably be expected to have a Material Adverse
            Effect.

    14.1.19 Judgement Default

            Any final judgement, decree or order (not covered by insurance) for
            the payment of money in excess of GBP 2,500,000 against all such
            persons (treating any deductibles, self-insurance or retention as
            not so covered) shall be rendered against any Obligor and shall not
            be discharged, and there shall be any period of 30 consecutive days
            following entry of such final judgement, decree or order during
            which a stay of enforcement of such final judgement, decree or
            order, by reason of a pending appeal or otherwise, shall not be in
            effect.

    14.1.20 Employee Benefit Plans

            An event or condition occurs or exists with respect to any Employee
            Benefit Plan and as a result of such event or condition, together
            with all other such events or conditions, a US Obligor or any ERISA
            Affiliate thereof has incurred or is reasonably likely to incur a
            liability to a Employee Benefit Plan, the PBGC or a trustee
            appointed pursuant to Section 4042 of ERISA (or any combination of
            the foregoing) which is reasonably likely to have a Material Adverse
            Effect.

    14.1.21 Licenses, Authorisations, Material Agreements

            Any license, consent or authorisation necessary for the carrying on
            of the Business shall be terminated or revoked or the terms thereof
            shall be modified, or any Material Agreement shall cease to be in
            full force and effect, or the party thereto not a member of the
            ChiRex Group (or its successor) shall give notice to terminate prior
            to its scheduled termination date such Material Agreement in
            accordance with its terms, or any term of such Material Agreement
            shall be waived, amended or varied, in any case where the relevant
            event (taking into account any replacement or other compensating
            agreement or order secured by any member of the ChiRex Group) is
            reasonably likely to have a Material Adverse Effect.

14.2  Bankruptcy and Insolvency Types of Events of Default

      Notwithstanding the terms of Clauses 14.1.5 through 14.1.11 (inclusive),
      the occurrence of any event described under such Clauses with respect to
      any subsidiary of the Borrower shall not constitute an Event of Default if
      the Borrower shall have, not less than twenty days prior to the occurrence
      of such event, provided evidence satisfactory to the Agent that, the
      occurrence of such event is not reasonably likely either to (i) have a
      Material Adverse Effect or (ii) to result in the incurrence by the Lenders
      of any material liabilities or claims.
<PAGE>

14.3  Cancellation and Repayment

      At any time after the occurrence and during the continuance of an Event of
      Default the Agent may and, if so instructed by the Majority Lenders, will
      by notice to the Borrower:

      (a)   cancel any unborrowed amount of the Facilities (whereupon the
            commitment of each Lender in respect to each Facility shall be
            reduced to zero); and/or

      (b)   declare all Advances, accrued interest thereon and any other sum
            accrued under this Agreement and any of the other Finance Documents
            to be immediately due and payable, whereupon they shall become so
            due and payable.

15    GUARANTEE

15.1  Guarantee

      Subject to any limitations specified for the relevant Guarantor in its
      Deed of Accession and subject to Clause 15.2 below, each Guarantor
      irrevocably and unconditionally:

      (a)   as principal obligor, waiving any benefit under applicable law,
            guarantees to each Finance Party, prompt performance by each Obligor
            (any reference in this Guarantee to one or more Obligors shall not
            be construed to include a reference by a Guarantor to itself in its
            capacity as a Guarantor), of all its respective obligations under
            the Finance Documents (the "Guarantee Obligation");

      (b)   undertakes with each Finance Party that whenever an Obligor does not
            pay any amount when due under or in connection with any Finance
            Document, such Guarantor shall forthwith on demand by the Agent pay
            that amount (the "Payment Obligation") as if such Guarantor instead
            of the relevant Obligor were expressed to be the principal obligor;
            and

            (e)   indemnifies each Finance Party on demand against any loss or
                  liability suffered by it under the Finance Documents as a
                  result of any obligation guaranteed by such Guarantor being or
                  becoming unenforceable, invalid or illegal.

15.2  Limitation on Guarantee Obligations

      Anything contained in this Clause 15 to the contrary notwithstanding, if
      any Fraudulent Transfer Law (as hereinafter defined) is determined by any
      United States court of competent jurisdiction to be applicable to the
      obligations of any US Obligor under the Guarantee set forth in this Clause
      15, such obligations of such US Obligor hereunder shall be limited to a
      maximum aggregate amount equal to the largest amount that would not render
      its obligations hereunder subject to avoidance as a fraudulent transfer or
      conveyance under Section 548 of Title 11 of the United States Code or any
      applicable provisions of comparable state law, to the extent applicable to
      any respective guarantee of any US Obligor (collectively, the "Fraudulent
      Transfer Laws"), in each case after giving effect to all other liabilities
      of such US Obligor, contingent or otherwise, that are relevant under the
      Fraudulent Transfer Laws (specifically excluding, however, any liabilities
      of such US Obligor in respect of intercompany indebtedness to any other
      member of the ChiRex Group to the extent that such indebtedness would be
      discharged in an amount equal to the amount paid by such US Obligor
      hereunder) and after giving effect as assets to the value (as determined
      under the applicable provisions of the Fraudulent Transfer Laws) of any
<PAGE>

      rights to subrogation, reimbursement, indemnification or contribution of
      such US Obligor pursuant to applicable law or pursuant to the terms of any
      agreement.

15.3  Joint and Several Liability

      Subject to any limitations specified for the relevant Obligor in its Deed
      of Accession, if applicable, each obligation expressed under this
      Agreement to be an obligation of the Obligors shall be the joint and
      several obligation of each Obligor.

15.4  Continuing Guarantee

      This guarantee is a continuing guarantee and will extend to the ultimate
      balance of all sums payable by the Obligors under the Finance Documents,
      regardless of any intermediate payment or discharge in whole or in part.

15.5  Reinstatement

      (a)   Where any discharge (whether in respect of the obligations of any
            Obligor or any security for those obligations or otherwise) is made
            in whole or in part or any arrangement is made on the faith of any
            payment, security or other disposition which is avoided or must be
            restored on insolvency, liquidation or otherwise without limitation,
            the liability of each Guarantor under this Clause 15 shall continue
            as if the discharge or arrangement had not occurred.

      (b)   Each Finance Party may concede or compromise any claim that any
            payment, security or other disposition is liable to avoidance or
            restoration.

15.6  Waiver of Defences

      The obligations of each Guarantor under this Clause 15 will not be
      affected by, and each Guarantor waives its rights (to the fullest extent
      permitted by law) in connection with, any act, omission, matter or thing
      which, but for this provision, would reduce, release or prejudice any of
      its obligations under this Clause 15 or prejudice or diminish those
      obligations in whole or in part, including (whether or not known to it or
      any Finance Party):

      (a)   any time or waiver granted to, or composition with, any Obligor or
            any other person;

      (b)   the taking, variation, compromise, exchange, renewal or release of,
            or refusal or neglect to perfect, take up or enforce, any rights
            against, or security over assets (including any balance of any
            deposit or account or credit on the books of any Finance Party or
            other person in favour of any Obligor or any other person) of, any
            Obligor or other person or any non- presentation or non-observance
            of any formality or other requirement in respect of any instrument
            or any failure to realise the full value of any security;

      (c)   any incapacity or lack of powers, authority or legal personality of
            or dissolution or change in the members or status of any Obligor or
            any other person;

      (d)   any variation (however fundamental) or replacement of a Finance
            Document or any other document or security so that references to
            that Finance Document in this Clause 15 shall include each variation
            or replacement;

      (e)   any unenforceability, illegality or invalidity of any obligation of
            any person under any Finance Document or any other document or
            security, to the intent that such
<PAGE>

            Guarantor's obligations under this Clause 15 shall remain in full
            force and its guarantee be construed accordingly, as if there were
            no unenforceability, illegality or invalidity; or

      (f)   any postponement, discharge, reduction, non-provability or other
            similar circumstance affecting any obligation of any Obligor under a
            Finance Document resulting from any insolvency, liquidation or
            dissolution proceedings or from any law, regulation or order so that
            each such obligation shall for the purposes of each Guarantor's
            obligations under this Clause 15 be construed as if there were no
            such circumstance.

15.7  Immediate recourse

      Each Guarantor waives any right it may have of first requiring any Finance
      Party (or any trustee or agent on its behalf) to (i) proceed against or
      enforce any other rights or security or claim payment from any person, or
      (ii) pursue any other remedy in the power of any Finance Party whatsoever,
      before enforcing its rights against such Guarantor under this Clause 15.

15.8  Appropriations

      Until all amounts which may be or become payable by the Obligors under or
      in connection with the Finance Documents have been irrevocably paid in
      full, each Finance Party (or any trustee or agent on its behalf) may:

      (a)   refrain from applying or enforcing any other moneys, security or
            rights held or received by that Finance Party (or any trustee or
            agent on its behalf) in respect of those amounts, or apply and
            enforce the same in such manner and order as it sees fit (whether
            against those amounts or otherwise) and no Guarantor shall be
            entitled to the benefit of the same; and

      (b)   hold in a market rate interest-bearing suspense account any moneys
            received from each Guarantor or on account of such Guarantor's
            liability under this Clause 15, with interest accruing thereon for
            the account of such Guarantor at a rate determined by such Finance
            Party, acting reasonably, to be appropriate in the circumstances.

15.9  Non-competition

      Until all amounts which may be or become payable by the Obligors under or
      in connection with the Finance Documents have been irrevocably paid in
      full, each Guarantor shall not, after a claim has been made or by virtue
      of any payment or performance by it under this Clause 15:

      (a)   be subrogated to any rights, security or moneys held, received or
            receivable by any Finance Party (or any trustee or agent on its
            behalf) or be entitled to any right of contribution or indemnity in
            respect of any payment made or moneys received on account of such
            Guarantor's liability under this Clause 15;

      (b)   without the consent of the Agent, claim, rank, prove or vote as a
            creditor of any Obligor or its estate in competition with any
            Finance Party (or any trustee or agent on its behalf); or

      (c)   receive, claim or have the benefit of any payment, distribution or
            security from or on account of any Obligor, or exercise any right of
            set-off as against any Obligor.
<PAGE>

      Each Guarantor shall hold in trust for and forthwith pay or transfer to
      the Agent for the Finance Parties any payment or distribution or benefit
      of security received by it contrary to this Clause 15.9.

15.10 Additional Security, Relation to Other Obligations of Guarantors

      This guarantee is in addition to and shall not in any way be prejudiced by
      any other security now or hereafter held by any Finance Party.

16    THE AGENT AND THE OTHER FINANCE PARTIES

16.1  Appointment and duties of the Agent, Security Agent and Arranger

      16.1.1 Each Lender hereby appoints (i) National Westminster Bank plc as
             Agent, to act as its agent in connection with the Finance
             Documents, (ii) Bankers Trust Company as Security Agent, to act as
             security agent for purposes of the Security Documents, and (iii)
             National Westminster Bank plc to act as Arranger, under and in
             connection with the Finance Documents, and irrevocably authorises
             each of the Agent and the Security Agent for and on its behalf to
             exercise such rights, powers and discretions as are specifically
             delegated to it by the terms of the Finance Documents, together
             with all such rights, powers and discretions as are incidental
             thereto, and to give a good discharge for any moneys payable under
             the Finance Documents. The Lenders empower the Agent or the
             Security Agent, as the case may be, on the broadest terms to take
             such actions and to exercise any and all rights derived from this
             Agreement, including, but not limited to (i) the enforcement of the
             Finance Documents, and (ii) the sending or receiving of whatever
             notices or communications the Agent may deem necessary or
             advisable.

     16.1.2  The Agent will act solely as agent for the Lenders in carrying out
             its functions as agent under the Finance Documents and will
             exercise the same care as it would in dealing with a credit for its
             own account.

     16.1.3  The relationship between the Lenders and the Agent is that of
             principal and agent only. The Agent shall not have, nor be deemed
             to have assumed, any obligations to, or trust or fiduciary
             relationship with, the other Finance Parties or ChiRex Inc. or any
             member of the ChiRex Group other than those for which specific
             provision is made by the Finance Documents.

     16.1.4  The relationship between the Lenders and the Security Agent is that
             of principal and agent only. The Security Agent shall not have, nor
             be deemed to have assumed, any obligations to, or trust or
             fiduciary relationship with, the other Finance Parties or ChiRex
             Inc. or any member of the ChiRex Group other than those for which
             specific provision is made by the Finance Documents, and subject to
             Clause 16.13 below.

16.2 Agent's and Security Agent's Duties

     The Agent and in the case of Clauses 16.2.5 and 16.2.6 the Security Agent
     shall:

     16.2.1  promptly send to each Lender details of each communication received
             by it from ChiRex Inc., the Borrower or the members of the ChiRex
             Group under the Finance Documents, except that details of any
             communication relating to a particular Lender shall be sent to that
             Lender only;
<PAGE>

     16.2.2 promptly send to each Lender a copy of any legal opinion delivered
            under this Agreement or any of the other Finance Documents and of
            any document or information received by it pursuant to Clause 13.3
            (Information and Accounting Undertakings) or (if requested) pursuant
            to Clause 4.1;

     16.2.3 promptly send to the Security Agent such certification as the
            Security Agent requires in respect of the identity of the Lenders
            and their respective Commitments and amounts outstanding under the
            Facilities;

     16.2.4 subject to those provisions of this Agreement which require the
            consent of all the Lenders, act in accordance with any instructions
            from the Majority Lenders or, if so instructed by the Majority
            Lenders, refrain from exercising a right, power or discretion vested
            in it under this Agreement or any of the Finance Documents;

     16.2.5 have only those duties, obligations and responsibilities expressly
            specified in the Finance Documents; and

     16.2.6 without prejudice to any other clause hereof (including without
            limitation Clauses 16.3.5, 16.4(c) and 16.6.3), promptly notify each
            Lender of the occurrence of any Event of Default or Potential Event
            of Default of which an officer of the Agent responsible for the
            administration of this Agreement becomes aware.

16.3 Agent's and Security Agent's Rights

     Each of the Agent the Security Agent and the Arranger in the case of
     Clauses 16.3.7 to 16.3.10, may:

     16.3.1 perform any of its duties, obligations and responsibilities under
            the Finance Documents by or through its personnel, delegates or
            agents (on the basis that the Agent and/or Security Agent may extend
            the benefit of any indemnity received by it hereunder to its
            personnel, delegates or agents);

     16.3.2 refrain from exercising any right, power or discretion vested in it
            under the Finance Documents until it has received instructions from
            the Majority Lenders, or where relevant, all the Lenders;

     16.3.3 unless it has received notice in writing to the contrary treat (a)
            the Lender which makes available any portion of an Advance as the
            person entitled to repayment of that portion unless all or part of
            it has been transferred in accordance with Clause 25 below, and (b)
            the office set under a Lender's name in Schedule 1 (or, in the case
            of a Transferee, at the end of the Transfer Certificate to which it
            is a party as Transferee) as its Lending Office;

     16.3.4 refrain from doing anything which would or might in its opinion be
            contrary to any law, regulation, directive, judgement or decree of
            any court of any jurisdiction or otherwise render it liable to any
            person and may do anything which is in its opinion necessary to
            comply with any such law, regulation, judgement, decree or
            directive;

     16.3.5 assume that no Event of Default or Potential Event of Default has
            occurred unless one of its officers while active on the account of
            the Borrower acquires actual knowledge to the contrary;

     16.3.6 refrain from taking any step (or further step) to protect or
            enforce the rights of any Lender under this Agreement or any of the
            other Finance Documents until it has been indemnified and/or secured
            to its satisfaction against any and all costs,
<PAGE>

            losses, expenses or liabilities (including legal fees) which it
            would or might sustain or incur as a result;

     16.3.7 rely on any communication or document believed by it to be genuine
            and correct and to have been communicated or signed by the person to
            whom it purports to be communicated and signed;

     16.3.8 rely as to any matter of fact which might reasonably be expected to
            be within the knowledge of the Borrower on a statement by or on
            behalf of the Borrower;

     16.3.9 obtain and pay for such legal or other expert advice or services as
            may seem necessary to it or desirable and rely on any such advice.

    16.3.10 accept without enquiry such title as the Obligors may have to any
            asset or assets intended to be the subject of the security created
            by the Security Documents; and

    16.3.11 hold or deposit any title deeds, the Security Documents or any
            other documents in connection with any of the assets charged by the
            Security Documents with any banker or banking company or any company
            whose business includes undertaking the safe custody of deeds or
            documents or with any lawyer or firm of lawyers and it shall not be
            responsible for or be required to insure against any loss incurred
            in connection with any such holding or deposit and it may pay all
            sums required to be paid on account or in respect of any such
            deposit.

16.4  Exoneration of Agent, Security Agent and Arranger

      Neither the Agent nor the Security Agent nor the Arranger nor any of their
      respective personnel or agents:

      (a)   shall be responsible for the adequacy, accuracy or completeness of
            any representation, warranty, statement or information in the
            Information Memorandum, any of the Finance Documents or any notice
            or other document delivered under the Finance Documents;

      (b)   shall be responsible for the execution, delivery, validity,
            legality, adequacy, enforceability or admissibility in evidence of
            any of the Finance Documents;

      (c)   shall be obliged to enquire as to the occurrence or continuation of
            an Event of Default or a Potential Event of Default;

      (d)   shall be responsible for any failure of any member of the ChiRex
            Group or any of the Lenders duly and punctually to observe and
            perform their respective obligations under the Finance Documents;

      (e)   shall be responsible for the consequences of relying on the advice
            of any professional advisers selected by any of them in connection
            with the Finance Documents;

      (f)   shall be liable for acting (or refraining from acting) in what it
            believes to be in the best interests of the Lenders in circumstances
            where it has been unable, or it is not practicable, to obtain the
            instructions of the Lenders or the Majority Lenders (as the case may
            be); or

      (g)   shall be liable for anything done or not done by it under or in
            connection with the Finance Documents save in the case of its own
            negligence or wilful misconduct.
<PAGE>

16.5 The Agent, the Security Agent and the Arranger Individually

     16.5.1 If it is a Lender, each of the Agent, the Security Agent and the
            Arranger shall have the same rights and powers under the Finance
            Documents as any other Lender and may exercise those rights and
            powers as if it were not also acting as Agent, Security Agent or
            Arranger.

     16.5.2 Each of the Agent, the Security Agent and the Arranger may:

            (a)   retain for its own benefit (and without liability to account)
                  any fee or other sum receivable by it for its own account; and

            (b)   accept deposits from, lend money to, provide any advisory,
                  trust or other services to or engage in any kind of banking or
                  other business with any party to this Agreement, or any
                  subsidiary or affiliate of any party (and, in each case, may
                  do so without liability to account).

16.6 Communications and Information

     16.6.1 All Communications to any member of the ChiRex Group are to be made
            by or through the Agent. Each Finance Party will notify the Agent
            of, and provide the Agent with a copy of, any communication between
            such Finance Party and the relevant member of the ChiRex Group or
            any other of the Finance Parties on any matter concerning the
            Facilities or the Finance Documents.

     16.6.2 The Agent will not be obliged to transmit to the other Finance
            Parties any information in any way relating to any of the parties to
            the Finance Documents which the Agent may have acquired otherwise
            than in connection with the Facilities or the Finance Documents.

     16.6.3 In acting as Agent for the Lenders, the Agent's banking division
            shall be treated as a separate entity from any other of its
            divisions (or similar unit of the Agent in any subsequent
            re-organisation), subsidiaries or affiliates (the "Other Divisions")
            and, in the event that the Agent should act for any member of the
            ChiRex Group in a corporate finance or other advisory capacity
            ("Advisory Capacity"), any information given by any of them to one
            of the Other Divisions is to be treated as confidential and will not
            be available to the Finance Parties without the consent of the
            person for whom the Agent is acting in an Advisory Capacity,
            provided that:

            (a)   the consent of that person shall not be required in relation
                  to any information which the Agent in its discretion
                  determines relates to an Event of Default or a Potential Event
                  of Default or in respect of which the Lenders have given a
                  confidentiality undertaking in a form satisfactory to the
                  Agent and the Borrower or that person; and

            (b)   if representatives or employees of the Agent receive
                  information in relation to an Event of Default or a Potential
                  Event of Default while acting in an Advisory Capacity they
                  will not be obliged to disclose such information to
                  representatives or employees of the Agent in their capacity as
                  agent bank, security agent or joint arranger hereunder or to
                  any of the Lenders if to do so would breach any rule or
                  regulation or fiduciary duty imposed upon such persons.
<PAGE>

16.7 Non-Reliance on Agent, Security Agent or Arranger

     Each Lender confirms in favour of the Agent, Security Agent and Arranger
     that it is (and will at all times continue to be) solely responsible for
     making its own independent investigation and appraisal of the business,
     operations, financial condition, creditworthiness, status and affairs of
     the ChiRex Group and has not relied, and will not at any time rely on the
     Agent or the Security Agent or the Arranger:

     16.7.1 to provide it with any information relating to the business,
            operations, financial condition, creditworthiness, status and
            affairs of the ChiRex Group, whether coming into its possession
            before or after the making of any Advance, except as otherwise
            specifically provided herein; or

     16.7.2 to check or enquire into the adequacy, accuracy or completeness of
            any information provided by the ChiRex Group under or in connection
            with this Agreement or any other Finance Document (whether or not
            such information has been or is at any time circulated to it by the
            Agent), including, without limitation, that contained in the
            Information Memorandum; or

     16.7.3 to assess or keep under review the business, operations, financial
            condition, creditworthiness, status or affairs of the ChiRex Group.

16.8 Indemnity to Agent, Security Agent and Arranger

     16.8.1 Each Lender shall on demand fully indemnify the Agent, the Security
            Agent and the Arranger and their respective officers, employees and
            affiliates (collectively the "Agency Indemnities") in the proportion
            which its Relevant Amount bears to the Relevant Amounts of all the
            Lenders at the relevant time against any cost, expense or liability
            sustained or incurred by any of the Agency Indemnities in their
            respective capacities as Agent, Security Agent and Arranger as a
            consequence of or in connection with complying with any instructions
            from the Lenders or the Majority Lenders (as the case may be) or
            otherwise sustained or incurred in their respective capacities as
            Agent, Security Agent and Arranger in connection with the Finance
            Documents or its respective duties, obligations and responsibilities
            under the Finance Documents, except to the extent that they are
            sustained or incurred principally as a result of the negligence or
            wilful misconduct of such Agency Indemnity as finally determined by
            a court having jurisdiction (the determination not being subject to
            appeal).

     16.8.2 The provisions of Clause 16.8.1 are without prejudice to the
            obligations of the Borrower to indemnify the Agency Indemnities
            pursuant to Clause 27 and the Borrower will reimburse each Lender on
            demand for any payment made by that Lender pursuant to Clause
            16.8.1.

16.9 Termination and Resignation of Agency: Appointment of Successor

     16.9.1 The Agent may resign its appointment at any time by giving not less
            than 30 days' notice to the Lenders and the Borrower.

     16.9.2 A successor Agent shall be selected:

            (a)   by the retiring Agent (following consultation with the
                  Borrower) nominating one of its subsidiaries or affiliates as
                  successor Agent in its notice of resignation; or
<PAGE>

              (b)    if the retiring Agent makes no such nomination, by the
                     Majority Lenders nominating one of the Lenders as successor
                     Agent (following consultation with the Borrower); or

              (c)    if the Majority Lenders have failed to nominate a successor
                     Agent within 30 days of the date of the retiring Agent's
                     notice of resignation, by the retiring Agent nominating a
                     financial institution of good standing to be the successor
                     Agent.

       16.9.3 The resignation of the retiring Agent and the appointment of the
              successor Agent will only become effective upon the successor
              Agent accepting its appointment as Agent in writing at which time:

              (a)    the successor Agent will become bound by all the
                     obligations of the Agent and become entitled to all the
                     rights, privileges, powers, authorities and discretions of
                     the Agent hereunder;

              (b)    the agency of the retiring Agent will terminate but without
                     prejudice to any liabilities which the retiring Agent may
                     have incurred or the indemnities to which the retiring
                     Agent may be entitled prior to the termination of its
                     agency; and

              (c)    the retiring Agent will be discharged from any further
                     liability or obligation under or in connection with the
                     Finance Documents (save that the outgoing Agent shall pay
                     to the successor a pro rata proportion of the agency fee
                     paid under Clause 11.1.1 (c)).

       16.9.4 The retiring Agent will co-operate with the successor Agent in
              order to ensure that its functions are transferred to the
              successor Agent without disruption to the service provided to the
              ChiRex Group and the Lenders and will promptly make available to
              the successor Agent such documents and records as have been
              maintained in connection with this Agreement in order that the
              successor Agent is able to discharge its functions.

       16.9.5 The provisions of this Agreement will continue in effect for the
              benefit of any retiring Agent in respect of any actions taken or
              omitted to be taken by it or any event occurring before the
              termination of its agency.

16.10  Resignation of Security Agent

       The Security Agent may resign its appointment in exactly the same manner
       as set out in relation to the Agent in Clause 16.9 above except that the
       Security Agent's resignation shall not take effect until all necessary
       deeds and documents have been entered into in order to substitute its
       successor as holder of the security comprised in the Security Documents.

16.11  Payments to Finance Parties

       16.11.1 The Agent will account to the other Finance Parties for their due
               proportion of all sums received by the Agent for such Finance
               Parties, whether by way of repayment of principal or payment of
               interest, commitment commission, fees or otherwise.

       16.11.2 Save as otherwise specifically agreed between the Agent and the
               other Finance Parties in the case of any arrangement fee, the
               Agent may retain for its own use
<PAGE>

                and benefit, and shall not be liable to account to the other
                Finance Parties for all or any part of, any sums received by it
                by way of agency fee or any other fee or by way of reimbursement
                of expenses incurred by it.

16.12   Change of Office of Agent, Security Agent or Arranger

        The Agent, the Security Agent and the Arranger may at any time and from
        time to time in their respective sole discretion by written notice to
        the Borrower and each of the other Finance Parties designate a different
        office from which their respective duties as Agent, Security Agent or
        Arranger will thereafter be performed.

16.13   Security Agency Provisions:

        16.13.1 Trust: The Security Agent shall, and each Finance Party agrees
                that it shall, hold the Security Property in trust for the
                benefit of the Finance Parties on the terms and subject to the
                conditions set out in this Clause 16.3, and the other provisions
                of the Finance Documents.

        16.13.2 Defects in Security: The Security Agent shall not be liable for
                the any failure, omission, or defect in perfecting the Security
                created by or pursuant to any Security Document, including (a)
                failure to obtain any authorisation for the execution, validity,
                enforceability or admissibility in evidence of any Security
                Document and (b) failure to effect or procure registration of or
                otherwise protect or perfect any of the Security created by the
                Security Documents under any laws in any territory.

        16.13.3 No Enquiry: The Security Agent may accept without enquiry,
                requisition, objection or investigation such title as any
                Obligor may have to the Charged Assets.

        16.13.4 Indemnity out of Trust Property: The Security Agent and every
                receiver, delegate, attorney, agent or other similar person
                appointed under any Security Document may indemnify itself out
                of the Security Property against all liabilities, charges,
                claims, costs, expenses or losses incurred or sustained by it in
                relation to any Finance Document, or in the exercise of any
                right or trust vested in any of them or in respect of any other
                matter or thing done or omitted to be done in any way relating
                to any Finance Document, except to the extent resulting from its
                own wilful default or gross negligence.

        16.13.5 Retention of documents: The Security Agent may take any steps it
                sees fit as to the holding of any title deeds and other
                documents relating to any of the assets subject to the security
                conferred by the Security Documents, including allowing any
                Obligor to retain them.

        16.13.6 Investments: All moneys which under the trusts contained in the
                Finance Documents are received or held by the Security Agent
                shall be paid to the Agent who will distribute such sums in
                accordance with the provisions of the Finance Documents.

        16.13.7 Trustee Act: The Security Agent shall have all the rights,
                privileges and immunities which gratuitous trustees have or may
                have in England, even though it is entitled to remuneration.

        16.13.8 Perpetuity Period: The perpetuity period for any trusts created
                by the Finance Documents shall be 80 years from the date of this
                Agreement.
<PAGE>

17      EVIDENCE OF INDEBTEDNESS

        In any proceedings relating to this Agreement, a statement as to any
        amount due to any Finance Party under this Agreement which is certified
        as being correct by an officer of the Agent and a statement as to any
        amount due to a Finance Party under this Agreement which is certified as
        being correct by an officer of that Finance Party shall in the absence
        of manifest error, unless otherwise provided in this Agreement, be prima
        facie evidence of the amount so due and that such amount is in fact due
        and payable.

18      APPLICATION OF MONEYS

        If any sum paid or recovered in respect of the liabilities of the
        Obligors under any of the Finance Documents is less than the amount then
        due, the Agent shall apply that sum in the following order:

        (a)     first to any unpaid fees and reimbursement of unpaid expenses of
                the Agent and the Security Agent;

        (b)     secondly to any unpaid fees and reimbursement of unpaid expenses
                of the Lenders;

        (c)     thirdly to unpaid interest;

        (d)     fourthly to unpaid principal; and

        (e)     fifthly to other amounts due under the Finance Documents;

        in each case pro rata to the outstanding amounts owing to the Finance
        Parties under the Finance Documents taking into account any applications
        under this Clause 18.

19      PRO RATA PAYMENTS

19.1    If any amount owing by any Obligor under any Finance Document to a
        Lender (the "Recovering Lender") is discharged by payment, set-off, use
        of cash collateral or any other manner other than through the Agent in
        accordance with Clause 9.1.1 (such amount being referred to in this
        Clause 19.1 as the "Recovery'), then:

        (a)     within two Business Days of receipt of the Recovery, the
                Recovering Lender shall pay to the Agent an amount equal (or
                equivalent) to such Recovery;

        (b)     the Agent shall treat such payment as if it were part of the
                payment to be made by the Borrower to the Lenders rateably in
                accordance with their respective Commitments; and

        (c)     save for any receipt by the Recovering Lender as a result of the
                operation of paragraph (b) above, as between the members of the
                ChiRex Group and the Recovering Lender the Recovery shall be
                treated and deemed as not having been paid.

19.2    Each Lender shall notify the Agent promptly of any such Recovery by that
        Lender other than by payment through the Agent. If any Recovery
        subsequently has to be wholly or partly refunded by the Recovering
        Lender which paid an amount equal thereto to the Agent under Clause
        19.1(a), each Lender to which any part of that amount was distributed
        shall, on request from the Recovering Lender, repay to the Recovering
        Lender such
<PAGE>

        Lender's pro rata share of the amount which has to be refunded by the
        Recovering Lender.

19.3    Each Lender shall on request supply to the Agent such information as the
        Agent may from time to time request for the purpose of this Clause 19.
        Notwithstanding the foregoing provisions of this Clause 19, no
        Recovering Lender shall be obliged to share with another person any
        Recovery which it receives pursuant to legal proceedings taken by it to
        recover any sums owing to it under the Finance Documents where such
        other person has a legal right to, but does not, either join in such
        proceedings or commence and diligently pursue separate proceedings to
        enforce its rights in the same or another court (unless the proceedings
        instituted by the Recovering Lender are instituted by it without prior
        notice having been given to such other person through the Agent).

19.4    Failure by any Recovering Lender to comply with any of the provisions of
        this Clause 19 shall not release any other Recovering Lender from any of
        its obligations or liabilities under this Clause 19.

19.5    Each party to this Agreement agrees to take all steps required of it
        pursuant to Clause 19.1, and to use its reasonable endeavours to obtain
        any consents or authorisations which may at any relevant time be
        required, for any payment by it pursuant to this Clause 19.

19.6    The provisions of this Clause 19 shall not, and shall not be construed
        so as to, constitute a charge by a Lender over all or any part of a sum
        received or recovered by it in the circumstances mentioned in this
        Clause 19.

20      SET-OFF

        Any Finance Party may without notice to any members of the ChiRex Group,
        following the giving of notice by the Agent pursuant to Clause 14.3,
        combine, consolidate or merge all or any of the accounts of any member
        of the ChiRex Group with, and liabilities to, that Finance Party and may
        set off or otherwise retain or transfer any sum standing to the credit
        of any such accounts in or towards the satisfaction of any of the
        liabilities of such member of the ChiRex Group to that Finance Party
        under the Finance Documents (whether or not such liabilities are then
        due for payment), and may do so notwithstanding that the balances on
        such accounts and the liabilities may not be expressed in the same
        currency, and each Finance Party is hereby authorised to effect any
        necessary conversions at the Agent's spot rate of exchange then
        prevailing.

21      NOTICES

21.1    Save as specifically otherwise provided in this Agreement or agreed with
        the Agent any notice, demand or other communication to be served under
        this Agreement may be served upon any party hereto only by posting by
        first class (or air mail) post or by delivering the same in person or by
        courier or sending the same by facsimile transmission to the party to be
        served at its address or facsimile number given in the relevant Finance
        Document or at such other address or number as it may from time to time
        notify in writing to the other parties hereto. As regards the initial
        parties to this Agreement, their respective addresses and numbers are
        set out under their respective names in Schedule 1 or in the signature
        pages of this Agreement.
<PAGE>

21.2    A notice or demand served by first class (or air mail) post shall be
        deemed duly served upon receipt, a notice or demand served in person or
        by courier shall be deemed duly served when delivered and a notice or
        demand sent by facsimile transmission shall be deemed to have been
        served at the time of transmission unless served on a non-Business Day
        or after 5.00 p.m. at the place in which the recipient is located in
        which case it will be deemed served at 9.00 a.m. at the place in which
        the recipient is located on the following Business Day.

21.3    In proving service of any notice or demand it will be sufficient to
        prove, in the case of a letter, that such letter was properly stamped or
        franked first class (or with appropriate air mail postage), addressed
        and placed in the post, in the case of a notice or demand served by
        courier that it was delivered by the courier company and, in the case of
        a facsimile transmission, that such facsimile was duly transmitted to a
        current facsimile number of the addressee at the address referred to
        above and the transmission report indicates that it was correctly sent
        and received.

22      NO IMPLIED WAIVERS

22.1    No failure or delay by the Agent, the Security Agent or the Arranger or
        any other Finance Party in exercising any right, power or privilege
        under any of the Finance Documents shall operate as a waiver thereof nor
        shall any single or partial exercise of any right, power or privilege
        preclude any further exercise thereof or the exercise of any other
        right, power or privilege.

22.2    The rights and remedies provided in the Finance Documents are cumulative
        and not exclusive of any rights and remedies provided by law and all
        such rights and remedies howsoever arising will, save where expressly
        provided to the contrary therein, be available to the Finance Parties
        severally and any Finance Party shall be entitled to commence
        proceedings in connection therewith in its own name.

23      INVALIDITY OF ANY PROVISION

        If any of the provisions of this Agreement become invalid, illegal or
        unenforceable in any respect under any law, the validity, legality and
        enforceability of the remaining provisions shall not in any way be
        affected or impaired.

24      CONFIDENTIALITY

24.1    Each of the Finance Parties agrees with the Borrower to hold
        confidential all information which they acquire under or in connection
        with the Finance Documents save to the extent they are required by law
        or regulation, or are requested by any regulator with jurisdiction over,
        or over any business of, the relevant Finance Party or any of its
        subsidiaries or affiliates, or where necessary in connection with
        litigation, to disclose the same or the same comes into the public
        domain (otherwise than as a result of a breach of this Clause 24).

24.2    Nothing in Clause 24.1 shall restrict any Finance Party from disclosing
        information in accordance with Clause 25.4 (Disclosure of Information).

24.3    Except to the extent required by law, all public announcements in
        relation to this Agreement shall be made through the Agent. The Agent
        will not make any written public
<PAGE>

        announcement in relation to this Agreement without first having the text
        of the announcement approved by ChiRex Inc. (such approval not to be
        unreasonably withheld or delayed).

25      CHANGES TO PARTIES

25.1    No Assignment by the ChiRex Group

        None of the members of the ChiRex Group may assign or transfer all or
        part of their rights or obligations under this Agreement or any of the
        other Finance Documents.

25.2    Lenders

        25.2.1  A Lender (a "Transferor") may at any time, following
                consultation with the Borrower, assign or otherwise transfer
                (together, "Transfer") all or any part of its rights or
                obligations under the Finance Documents to any person which is
                then a Qualifying Lender (a "Transferee"), subject to the other
                terms of this Clause 25, provided that unless the Borrower and
                                         --------
                the Agent otherwise agree, any Transfer by a Transferor (i) in
                relation to all Facilities other than a WCP Facility, must, to
                the extent it has rights and/or obligations in respect of one or
                more Facility, be in relation to all Facilities and any Transfer
                shall be for the same proportion of the Transferor's rights and
                obligations in each Facility, and (ii) in relation to a WCP
                Facility must be in respect of that entire WCP Facility and that
                Transferor's entire WCP Commitment thereunder.

        25.2.2  A Transfer of obligations of the Lenders shall only be effective
                if made in accordance with Clause 25.3 (Substitution Provisions)
                or if the Transferee has, prior to the Transfer taking effect,
                confirmed in writing to the Agent (acting on behalf of all the
                other Lenders) and to the Borrower that it undertakes to be
                bound by the terms of each of the Finance Documents binding upon
                it as a Lender in form and substance satisfactory to the Agent.
                On any such Transfer being made, the Transferor shall be
                relieved of its obligations to the extent that they are
                transferred to the Transferee.

25.3    Substitution Provisions

        25.3.1  A Transferor may transfer, upon notice being given by the Agent
                to the other parties hereto as provided below, all or any of its
                rights and obligations under the Finance Documents to a
                Transferee by means of a novation effected by the Agent
                executing a Transfer Certificate which has been duly completed
                and signed on behalf of both the Transferee and the Transferor.
                For the avoidance of doubt, the Agent shall not be obliged to
                execute a Transfer Certificate unless the identity of the
                Transferee named therein is satisfactory to the Agent, and
                nothing in this Clause 25.3.1 shall be deemed to authorise the
                Agent to sign a Transfer Certificate which has not been signed
                on behalf of a Transferee and Transferor.

        25.3.2  On the later of (i) the date specified in the Transfer
                Certificate as being the date on or as from which the
                substitution under this Clause 25.3 is to take effect and (ii)
                the date on which the Agent executes the Transfer Certificate,
                the following shall occur:

                (a)     to the extent that in the Transfer Certificate the
                        Transferor seeks to transfer its rights and obligations
                        under the Finance Documents, the members of
<PAGE>

                        the ChiRex Group and the Transferor shall each be
                        released from further obligations to each other under
                        the Finance Documents (and the appropriate reduction
                        shall be made to the Commitment of the Transferor) and
                        their respective rights against each other shall be
                        cancelled (such rights and obligations beings referred
                        to in this Clause 25.3.2 as "Discharged Rights and
                        Obligations");

                (b)     the members of the ChiRex Group and the Transferee shall
                        each assume obligations towards each other and acquire
                        rights against each other which differ from the
                        Discharged Rights and Obligations only in so far as the
                        members of the ChiRex Group and such Transferee have
                        assumed and acquired the same in place of the members of
                        the ChiRex Group and the Transferor;

                (c)     the Agent, the Security Agent, the Arranger, the
                        Transferee and the other Lenders shall acquire the same
                        rights and assume the same obligations between
                        themselves as they would have acquired and assumed had
                        the Transferee been an original party hereto as a Lender
                        with the rights and obligations acquired or assumed by
                        it as a result of the novation; and

                (d)     on the date upon which such transfer takes effect, the
                        Transferee shall pay to the Agent for its own account a
                        transfer fee of GBP 500, except that no fee shall be
                        payable in respect of a transfer which occurs not later
                        than six months after the Initial Drawdown Date.

        25.3.3  Nothing in this Agreement or any other Finance Document shall
                oblige a Transferor or cause a Transferor to be liable:

                (a)     to accept a re-assignment or re-transfer from a
                        Transferee of any of the rights or obligations assigned,
                        transferred or novated pursuant to this Clause 25; or

                (b)     to support any losses incurred by a Transferee by reason
                        of the non- performance by any member of the ChiRex
                        Group of their obligations under any of the Finance
                        Documents.

        25.3.4  Each of the parties hereto (other than the Transferor and the
                Transferee) authorises the Agent to execute on its behalf any
                Transfer Certificate which has been duly completed in accordance
                with this Clause 25.3 and executed on behalf of each of the
                Transferor and the Transferee.

        25.3.5  The Agent shall promptly notify the other parties hereto of the
                receipt and execution by it on their behalf of any Transfer
                Certificate and shall supply a copy of the Transfer Certificate
                to the Borrower.

25.4    Disclosure of Information

        Each Lender may disclose to a proposed assignee or transferee or any
        sub- participant, risk participant or other participant proposing to
        enter or having entered into a contract with such Lender regarding the
        Finance Documents any information in the possession of such Lender
        relating to the ChiRex Group (and any member of it) as it sees fit
        subject to such person agreeing in writing to be bound by the
        confidentiality provisions set out in Clause 24.
<PAGE>

25.5    The Agent and the Reference Lenders

        25.5.1  Changes to the Agent and the office through which the Agent acts
                may be effected pursuant to Clauses 16.9 and 16.12 respectively.

        25.5.2  If a Reference Lender ceases to be one of the Lenders or, if a
                Reference Lender is not itself a Lender but an affiliate of a
                Lender and such Lender ceases to be one of the Lenders, then:

                (a)     the Lender or, as the case may be, affiliate of the
                        Lender concerned shall cease to be a Reference Lender;
                        and

                (b)     the Agent shall in consultation with the Borrower
                        appoint another Lender or an affiliate of another Lender
                        to be a Reference Lender.

26      LENDER DECISIONS

26.1    Subject to Clauses 26.2 and 26.3, any provision of this Agreement or any
        of the other Finance Documents may be amended, waived, varied or
        modified with the agreement of the Majority Lenders.

26.2    The following matters shall require the unanimous agreement of all of
        the Lenders:

        26.2.1  any increase in any Commitment of any Lender;

        26.2.2  any extension of any scheduled date for payment of any sum due,
                owing or payable to any Lender;

        26.2.3  any reduction in the amount, or change in currency, of any
                payment of principal, interest, fees or commissions or other
                amounts payable hereunder by any party;

        26.2.4  any amendment, variation or modification of this Clause 26,
                Clause 19 (Pro Rata Payments), Clause 20 (Set-off), Clause 25.1
                (Assignment by the Borrower, Etc.) or to the definition of
                Majority Lenders;

        26.2.5  any matter which, by the terms of this Agreement as at the date
                hereof, is stated to be subject to the consent of all Lenders;

26.3    Any amendment, waiver, variation or modification of Clause 16 (The Agent
        and the other Finance Parties) may not be effected without the agreement
        of the Agent (giving effect to Clause 16.1.4).

26.4    Subject to any provision of the Finance Documents entitling or obliging
        the Agent or the Security Agent to grant releases or permit any disposal
        to take place, any question which relates to the release or material
        variation of any security held by the Security Agent shall require the
        agreement of the Majority Lenders, failing which no such release or
        variation may be effected.

27      INDEMNITIES

27.1    General Indemnity and Breakage Costs

        The Borrower will fully indemnify each of the Finance Parties, and their
        respective officers, employees, subsidiaries and affiliates
        (collectively the "Finance Indemnities") from and against any expense,
        loss, damage or liability (including without limitation any arising from
        any actual or alleged breach of any Environmental Laws) which any of the
        Finance
<PAGE>

        Indemnities may incur as a consequence of or in connection with (i) the
        provision and/or Syndication of the Facilities or the use of proceeds
        thereof (including the distribution of the Information Memorandum), or
        (ii) the execution, delivery or performance of any of the Finance
        Documents, other than, in the case of a Finance Indemnity, any such
        expense, loss, damage or liability which is finally determined by a
        court having jurisdiction (the determination not being subject to
        appeal) to have resulted principally from the negligence or wilful
        misconduct of such Finance Indemnity or which is otherwise reimbursed by
        a member of the ChiRex Group under the Finance Documents. The Borrower
        will further fully indemnify each of the Finance Parties from and
        against any expense, loss, damage or liability which they may incur as a
        consequence of any failure to pay any sum due pursuant to the Finance
        Documents when due, or any failure to borrow when obliged to do so in
        accordance with this Agreement (including without limitation failure to
        satisfy any conditions precedent to such borrowing) or repaying an
        Advance otherwise than on the last day of an Interest Period or
        otherwise in connection with a breach by ChiRex Inc. or any member of
        the ChiRex Group of this Agreement or of any Finance Document, except
        where it is otherwise reimbursed by a member of the ChiRex Group under
        the Finance Documents. Without prejudice to its generality, the
        indemnity in the preceding sentence extends to any interest, fees or
        other sums whatsoever paid or payable on account of any funds borrowed
        in order to carry any amount which a member of the ChiRex Group fails to
        pay in breach of this Agreement and to any loss (including loss of
        profit), premium, penalty or expenses which may be incurred in
        liquidating or employing deposits from third parties acquired to make,
        maintain or fund outstanding Advances or any other amount due or to
        become due under this Agreement.

27.2    Currency Indemnity

        Without prejudice to Clause 27.1, if:

        27.2.1  any amount payable by any Obligor under or in connection with
                any Finance Document is received by any Finance Party in a
                currency (the "Payment Currency") other than that agreed in the
                relevant Finance Document (the "Agreed Currency"), whether as a
                result of any judgement, decree or order or the enforcement
                thereof, the liquidation of that member or otherwise; and

        27.2.2  the amount produced by converting the Payment Currency so
                received into the Agreed Currency is less than the relevant
                amount of the Agreed Currency;

                then the relevant Obligor shall, as an independent obligation,
                indemnify the relevant Finance Party for the deficiency and any
                loss sustained as a result. Such conversion shall be made at
                such prevailing rate of exchange, on such date and in such
                market as is determined by the relevant Finance Party as being
                most appropriate for the conversion. The relevant Obligor shall
                in addition pay the costs of the conversion as an independent
                and joint and several obligation.

27.3    Waiver

        Each Obligor waives any right it may have in any jurisdiction to pay any
        amount under any Finance Document in a currency other than that in which
        it is expressed to be payable in the relevant Finance Document.
<PAGE>

28      CERTIFICATES CONCLUSIVE

        A certificate, determination, notification or opinion of a Finance
        Party, the Majority Lenders or any Lender provided for in any Finance
        Document shall be conclusive save in the case of manifest error.

29      GOVERNING LAW

        This Agreement shall be governed by and construed in accordance with the
        laws of England.

30      JURISDICTION

30.1    Submission

        For the benefit of each Finance Party, each Obligor agrees that the
        courts of England shall have jurisdiction to settle any disputes in
        connection with any Finance Documents and accordingly submits to the
        jurisdiction of the English courts.

30.2    Service of Process

        Without prejudice to any other mode of service, each Obligor:

        (a)     irrevocably appoints the Borrower as its agent for service of
                process relating to any proceedings before the English courts in
                connection with any Finance Document;

        (b)     agrees that failure by a process agent to notify it of the
                process will not invalidate the proceedings concerned; and

        (c)     (without prejudice to other forms of service permitted by law)
                consents to the service of process relating to any such
                proceedings by prepaid posting of a copy of the process to its
                address for notices to it from time to time under Clause 21
                (Notices).

        (d)     The Borrower irrevocably accepts its appointment as agent for
                service of process under the Finance Documents as set forth in
                sub-clause (a).

30.3    Forum Convenience and Enforcement Abroad

        Each Obligor:

        (a)     waives objection to the English courts on grounds of
                inconvenient forum or otherwise as regards proceedings in
                connection with a Finance Document; and

        (b)     agrees that a judgement, decree or order of an English court or
                other court in connection with a Finance Document is (subject to
                rights of appeal before the English courts or such other courts)
                conclusive and binding on it and may be enforced against it in
                the courts of any other jurisdiction.

30.4    Non-Exclusivity

        Nothing in this Clause 30 limits the right of a Finance Party to bring
        proceedings against any Obligor in connection with any Finance Document:

        (a)     in any other court of competent jurisdiction; or

        (b)     concurrently in more than one jurisdiction.
<PAGE>

31      COUNTERPARTS

        This Agreement may be executed in any number of counterparts and all of
        such counterparts taken together shall be deemed to constitute one and
        the same instrument.
<PAGE>

CHIREX (HOLDINGS) LIMITED, in its capacity as the Borrower

By:

Print Name.

Title:



CHIREX INC., in its capacity as a Guarantor

By:

Print Name:

Title:



CHIREX TECHNOLOGY CENTER INC., in its capacity as a Guarantor

By:

Print Name:

Title:



CHIREX AMERICA INC., in its capacity as a Guarantor

By:

Print Name:

Title:


CHIREX (DUDLEY) LIMITED, in its capacity as a WCP Borrower and a Guarantor

By:

Print Name:

Title:



CHIREX (ANNAN) LIMITED, in its capacity as a WCP Borrower and a Guarantor

By:

Print Name:

Title:
<PAGE>

NATIONAL WESTMINSTER BANK PLC, in its capacity as Arranger

By:

Print Name:

Title:



NATIONAL WESTMINSTER BANK PLC, in its capacity as Agent

By:

Print Name:

Title:



BANKERS TRUST COMPANY, in its capacity as Security Agent

By:

Print Name:

Title:



DEUTSCHE  BANK A.G., in its capacity as a Lender

By:

Print Name:

Title



NATIONAL WESTMINSTER BANK PLC, in its capacity as a Lender

By:

Print Name:

Title
<PAGE>

HSBC BANK PLC, in its capacity as a Lender

By:

Print Name:

Title



BANQUE ET CAISSE D'EPARGNE DE L'ETAT, in its capacity as a Lender

By:

Print Name:

Title
<PAGE>

                                   Schedule 1

                        Commitments and Lending Offices

(1)  Tranche A Term Commitments
<TABLE>
<CAPTION>
Names and Addresses of Lenders                                                 Commitment
                                                                                   GBP



<S>                                                                           <C>
DEUTSCHE BANK A.G.                                                              5,073,000
Winchester House
1 Great Winchester Street
London
EC2N 2BD

Attn: Barry Jefferies
Tel:  44 171 933 2073

HSBC BANK PLC                                                                   9,981,000
27 Poultry
London
EC2P 2BX

Attn:  Derek Saunders
Tel:  44 171 260 6520

NATIONAL WESTMINSTER BANK PLC                                                  12,765,000
North East Corporate Business Centre
PO Box 1AP
First Floor
93a Grey Street
Newcastle Upon Tyne
NE99 1AP

Attn:  Roger Wrigley

Tel:  44 191 211 2002

BANQUE ET CAISSE D'EPARGNE DE L'ETAT                                            2,181,000
1 Place de Metz,
L-2954
Luxembourg

Attn: Alain Schadeck

Tel: 352 4015 4338

Total                                                                          30,000,000
</TABLE>

<PAGE>

(2)  Tranche B Multicurrency Revolving Commitments
<TABLE>
<CAPTION>
Names and Addresses of Lenders                                    Commitment

                                                                     GBP
<S>                                                             <C>
DEUTSCHE BANK A.G.                                                4,227,500
Winchester House
1 Great Winchester Street
London
EC2N 2BD

Attn: Barry Jefferies
Tel:  44 171 933 2073

HSBC BANK PLC                                                     8,317,500
27 Poultry
London
EC2P 2BX

Attn:  Derek Saunders

Tel:  44 171 260 6520

NATIONAL WESTMINSTER BANK PLC                                    10,637,500
North East Corporate Business Centre
PO Box 1AP
First Floor
93a Grey Street
Newcastle Upon Tyne
NE99 1AP

Attn:  Roger Wrigley

Tel:  44 191 211 2002

BANQUE ET CAISSE D'EPARGNE DE L'ETAT                              1,817,500
1 Place de Metz,
L-2954
Luxembourg

Attn: Alain Schadeck

Tel: 352 4015 4338

Total                                                            25,000,000
</TABLE>
<PAGE>

                                  Schedule 2

                              Repayment Schedule


        --------------------------------------------------------------
         Repayment Date                                        Amount
        --------------------------------------------------------------
        31 March 2000                                        1,500,000
        --------------------------------------------------------------
        30 June 2000                                         1,500,000
        --------------------------------------------------------------
        30 September 2000                                    1,500,000
        --------------------------------------------------------------
        31 December 2000                                     1,500,000
        --------------------------------------------------------------
        31 March 2001                                        1,500,000
        --------------------------------------------------------------
        30 June 2001                                         1,500,000
        --------------------------------------------------------------
        30 September 2001                                    1,500,000
        --------------------------------------------------------------
        31 December 2001                                     1,500,000
        --------------------------------------------------------------
        31 March 2002                                        1,500,000
        --------------------------------------------------------------
        30 June 2002                                         1,500,000
        --------------------------------------------------------------
        30 September 2002                                    1,500,000
        --------------------------------------------------------------
        31 December 2002                                     1,500,000
        --------------------------------------------------------------
        31 March 2003                                        1,500,000
        --------------------------------------------------------------
        30 June 2003                                         1,500,000
        --------------------------------------------------------------
        30 September 2003                                    1,500,000
        --------------------------------------------------------------
        31 December 2003                                     1,500,000
        --------------------------------------------------------------
        31 March 2004                                        1,500,000
        --------------------------------------------------------------
        30 June 2004                                         1,500,000
        --------------------------------------------------------------
        30 September 2004                                    1,500,000
        --------------------------------------------------------------
        31 December 2004                                     1,500,000
        --------------------------------------------------------------
                                                    (Pounds)30,000,000
        --------------------------------------------------------------
<PAGE>

                                  Schedule 3

                           Form of Drawdown Request

To:   [Insert details of Agent's administrations department]

Attn: [  ]

GBP 55,000,000 facilities agreement dated 30 October 1997
----------------------------------------------------------

We refer to the above agreement between, inter alia, ourselves, the Arrangers,
the Lenders described therein and yourselves as Agent (as heretofore amended,
the "Facilities Agreement", which expression includes any amendments or
supplements thereto or restatements thereof). Terms defined in the Facilities
Agreement have the same meaning in this notice.

Pursuant to Clause 5.1 of the Facilities Agreement, we hereby give you notice of
the following proposed drawing of an Advance under the [Tranche A Term Facility]
[Tranche B Multicurrency Revolving Facility]:

(a)  Proposed Drawdown Date (a Business Day):

(b)  Currency [GBP only if Tranche A Facility; euro, USD, DEM, FF LIT, CHF, Yen
     and GBP if Tranche B Facility]:

(c)  Amount:

(d)  Duration of first Interest Period:

(e)  Payment instructions:

(f)  Purpose:

We confirm that no Event of Default or Potential Event of Default has occurred
and is continuing unremedied or unwaived or will occur as a result of making
this Advance and that each of the representations and warranties required to be
made in accordance with Clause 12 of the Facilities Agreement is true and
accurate on the date hereof.

Dated: _____________________________

[BORROWER]

By: ________________________________

Its: _______________________________
<PAGE>

Notes
------

(1) No more than fifteen separate Tranche B Revolving Advances may be
    outstanding at any one time.

(2) Currencies other than euro,USD, DEM, FF, LIT, CHF, Yen and GBP may not be
    requested unless the Agent has confirmed in writing to the Borrower that
    such other currency is freely available to all the Lenders and is one in
    which dealings regularly occur in the London interbank market.

(3) These notes are included for convenience only and are to be ignored in
    construing the Facilities Agreement.
<PAGE>

                                  Schedule 4

                           Structure of ChiRex Group




                     ChiRex Inc.
                        (U.S.)
                          |
                  100%    |    100%
                          |
      --------------------|-------------------------------------------
      |                              |                               |
ChiRex America                ChiRex (Holdings)             ChiRex Technology
    Inc.                           Limited                     Center Inc
   (U.S.)                         (England)                       (U.S.)
                                     |
                             100%    |    100%
                                     |
           ---------------------------------------
           |                                     |
     ChiRex (Annan)                       ChiRex (Dudley)
        Limited                              Limited
       (England)                            (England)
<PAGE>

                                   Schedule 5

                       Calculation of the Mandatory Costs



(1)  The Mandatory Cost is an addition to the interest rate to compensate
     Lenders for the cost of compliance with (a) the requirements of the Bank of
     England and/or the Financial Services Authority (or, in either case, any
     other authority which replaces all or any of its functions) or (b) the
     requirements of the European Central Bank.

(2)  On the first day of each Interest Period (or as soon as possible
     thereafter) the Agent shall calculate, as a percentage rate, a rate (the
     "Additional Cost Rate") for each Lender, in accordance with the paragraphs
     set out below.  The Mandatory Cost will be calculated by the Agent as a
     weighted average of the Lenders' Additional Cost Rates (weighted in
     proportion to the percentage participation of each Lender in the relevant
     Loan) and will be expressed as a percentage rate per annum.

(3)  The Additional Cost Rate for any Lender lending from a Facility Office in a
     Participating Member State will be the percentage notified by that Lender
     to the Agent as the cost of complying with the minimum reserve requirements
     of the European Central Bank.

(4)  The Additional Cost Rate for any Lender lending from a Facility Office in
     the United Kingdom will be calculated by the Agent as follows:

     (a)  in relation to a sterling Loan:

           AB + C(B - D) + E * 0.01
           ------------------------  per cent. per annum
                100 - (A + C)

     (b)  in relation to a Loan in any currency other than sterling:

                       E * 0.01
                       --------  per cent. per annum.
                         300

    Where:

<TABLE>
        <S>     <C>
        A         is the percentage of Eligible Liabilities (assuming these to be in excess
                  of any stated minimum) which that Lender is from time to time required to
                  maintain as an interest free cash ratio deposit with the Bank of England
                  to comply with cash ratio requirements

        B         is the percentage rate of interest (excluding the Margin and the
                  Mandatory Cost) payable for the relevant Interest Period on the Loan.

        C         is the percentage (if any) of Eligible Liabilities which that Lender is
                  required from time to time to maintain as interest bearing Special
                  Deposits with the Bank of England.

        D         is the percentage rate per annum payable by the Bank of England to the
                  Agent on interest bearing Special Deposits.

        E         is the rate of charge payable by that Lender to the Financial Services
                  Authority

</TABLE>
<PAGE>

                  pursuant to the Fees Regulations (but, for this purpose,
                  ignoring any minimum fee required pursuant to the Fees
                  Regulations) and expressed in pounds per (Pounds)1,000,000 of
                  the Fee Base of that Lender.


(5)  For the purposes of this Schedule:

     (a)  "Eligible Liabilities" and "Special Deposits" have the meanings given
          to them from time to time under or pursuant to the Bank of England Act
          1998 or (as may be appropriate) by the Bank of England;

     (b)  "Fees Regulations" means the Banking Supervision (Fees) Regulations
          1999 or such other law or regulation as may be in force from time to
          time in respect of the payment of fees for banking supervision; and

     (c)  "Fee Base" has the meaning given to it in, and will be calculated in
          accordance with, the Fees Regulations.

(6)  In application of the above formulae, A, B, C and D will be included in the
     formulae as percentages (i.e. 5 per cent. will be included in the formula
     as 5 and not as 0.05).  A negative result obtained by subtracting D from B
     shall be taken as zero.  The resulting figures shall be rounded to four
     decimal places.

(7)  Each Lender shall supply any information required by the Agent for the
     purpose of calculating its Additional Cost Rate.  In particular, but
     without limitation, each Lender shall supply the following information in
     writing on or prior to the date on which it becomes a Lender:

     (a)  its jurisdiction of incorporation and the jurisdiction of its Facility
          Office; and

     (b)  any other information that the Agent may reasonably require for such
          purpose.

     Each Lender shall promptly notify the Agent in writing of any change to the
     information provided by it pursuant to this paragraph.

(8)  The percentages or rates of charge of each Lender for the purpose of A, C
     and E above shall be determined by the Agent based upon the information
     supplied to it pursuant to paragraph 7 above and on the assumption that,
     unless a Lender notifies the Agent to the contrary, each Lender's
     obligations in relation to cash ratio deposits, Special Deposits and the
     Fees Regulations are the same as those of a typical bank from its
     jurisdiction of incorporation with a Facility Office in the same
     jurisdiction as its Facility Office.

(9)  The Agent shall have no liability to any person if such determination
     results in an Additional Cost Rate which over or under compensates any
     Lender and shall be entitled to assume that the information provided by any
     Lender pursuant to paragraphs 3 and 7 above is true and correct in all
     respects.

(10) The Agent shall distribute the additional amounts received as a result of
     the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate
     for each Lender based on the information provided by each Lender pursuant
     to paragraphs 3 and 7 above.

(11) Any determination by the Agent pursuant to this Schedule in relation to a
     formula, the Mandatory Cost, an Additional Cost Rate or any amount payable
     to a Lender shall, in the absence of manifest error, be conclusive and
     binding on all Parties.
<PAGE>

(12) The Agent may from time to time, after consultation with the Company and
     the Lenders, determine and notify to all Parties any amendments which are
     required to be made to this Schedule in order to comply with any change in
     law, regulation or any requirements from time to time imposed by the Bank
     of England, the Financial Services Authority or the European Central Bank
     (or, in any case, any other authority which replaces all or any of its
     functions) and any such determination shall, in the absence of manifest
     error, be conclusive and binding on all Parties.
<PAGE>

                                  Schedule 6

                           Form of Deed of Accession

This Deed is made this [  ] day of [ ], by [          ], as Guarantor, IN FAVOUR
OF:

(1)  CHIREX (HOLDINGS) LIMITED (the "Borrower")

(2)  NATIONAL WESTMINSTER BANK PLC as Arranger (the "Arranger");

(3)  NATIONAL WESTMINSTER BANK PLC, as Agent (the "Agent");

(4)  BANKERS TRUST COMPANY, as Security Agent;

(5)  THE LENDERS PARTY TO THE FACILITIES AGREEMENT DESCRIBED BELOW; and

(6)  THE OBLIGORS PARTY TO THE FACILITIES AGREEMENT DESCRIBED BELOW.

Whereas:

(A)  This Deed is supplemental to a facilities agreement (the "Facilities
     Agreement", which expression includes any amendments or supplements thereto
     or restatements thereof) dated 30 October 1997 made among the parties
     referred to in paragraphs (1) to (6) above.

(B)  [insert name of party] wishes to accede to the Facilities Agreement as a
     Guarantor.

Now this Deed witnesseth AS FOLLOWS:

(1)  Words and expressions defined in the Facilities Agreement shall have the
     same meanings when used herein.

(2)  [insert name of Guarantor] hereby:

     (a)  agrees to be bound by all the terms and conditions of the Facilities
          Agreement insofar as they relate to a Guarantor (including without
          limitation Clause 15 (Guarantee) and Clause 30 (Jurisdiction) of the
          Facilities Agreement) as if it were a party to the Facilities
          Agreement in such capacity; and

     (b)  represents and warrants to the Agent and the other Finance Parties in
          the terms of the Facilities Agreement

(3)  The undersigned Guarantor agrees to be bound by all the terms and
     conditions of the Facilities Agreement insofar as they relate to an Obligor
     as if it were a party to the Facilities Agreement in such capacity.

(4)  [The foregoing notwithstanding, the obligations of the undersigned
     Guarantors under the foregoing shall be limited as follows:
     [limitations to guarantees, if not already in Facilities Agreement, to the
     extent required by applicable law]

(5)  The undersigned Guarantor confirms that its address for the purposes of
     Clause 21 (Notices) of the Facilities Agreement is set out under its name
     as follows:

     [Name]

     [Address]
<PAGE>

     Attention: [  ]

     Facsimile: [  ]

(6)  Each of the undersigned hereby agrees that [insert name of Guarantor]
     shall, from the date of the later of (i) the execution by Agent of this
     Deed and (ii) the execution by Borrower of this Deed, accede to the
     Facilities Agreement as if it were a Guarantor and an Obligor named therein
     and a party thereto.

(7)  This Deed may be executed in any number of counterparts and all of such
     counterparts taken together shall be deemed to constitute one and the same
     instrument.

(8)  This Deed shall be governed by and construed in accordance with the laws of
     England.

In witness whereof the undersigned have caused this Deed to be duly executed and
delivered the day and year first above written.


EXECUTED and DELIVERED as a deed for  ]
and on behalf of                      ]
[              ]                      ]
by                                    ]
in the presence of:



EXECUTED and DELIVERED as a deed for  ]
and on behalf of                      ]
[              ]                      ]
as Borrower                           ]
by [           ]
in the presence of:



SIGNED by
for and on behalf of
NATIONAL WESTMINSTER BANK PLC,
as Agent

 .............................

Date:
<PAGE>

                                  Schedule 7

                         Form of Transfer Certificate

[Note: the Transferor and Transferee should ensure that all regulatory
requirements (in particular compliance with the Financial Services Act of 1986
and any regulations made thereunder) are satisfied in connection with their
entry into of their Transfer Certificate.]

TRANSFER CERTIFICATE

To:    [name of Agent] for and on behalf of the Borrower, the other Obligors,
       the Lenders and the other Finance Parties (each as defined in the
       Facility Agreement referred to below).

From:  [insert name of Transferor (the "Transferor")

       [insert name of Transferee] (the "Transferee")

This transfer certificate (this "Certificate") relates to a Facilities Agreement
dated [  ], and made among Bankers Trust Company, as Agent and the Lenders and
Arranger, described therein (the "Facilities Agreement", which expression
includes any amendments or supplements thereto or restatements thereof). Terms
defined in the Facilities Agreement shall, unless otherwise defined in this
Certificate, have the same meanings when used in this Certificate.

(1)  The Transferor by its execution of this Certificate:

     (a)  confirms that the details which appear in column II of the First
          Schedule of this Certificate accurately state, respectively, the
          amount of the Transferor's Commitment and the Transferor's
          participation in Advances as at the date of this Certificate;

     (b)  requests the Transferee to accept and procure, in accordance with
          Clause [24.3] of the Facilities Agreement, transfer to the Transferee
          of the portion of the Transferor's participation in the Facility
          specified in column Ill of the First Schedule of this Certificate by
          counter signing this Certificate and delivering it to the Agent at its
          address for the giving of notices under the Facility Agreement so as
          to take effect on the date specified in the Second Schedule of this
          Certificate (the "Transfer Date").

(2)  The Transferee by its execution of this Certificate requests the Obligors,
     the Lenders, the Agent and the other Finance Parties to accept this
     Certificate as being delivered under and for the purposes of Clause [25.3]
     of the Facilities  Agreement so as to take effect in accordance with the
     terms of that Clause on the Transfer Date.

(3)  The Transferee undertakes to pay to the Agent for the Agent's own account a
     transfer fee of [USD] as provided in Clause [25.3.2(d)] of the Facility
     Agreement.

(4)  The Transferee hereby:

     (a)  confirms that it has received from the Transferor a copy of the
          Facilities Agreement together with such other documents and
          information as it has requested in connection with this transaction;

     (b)  confirms that it has not relied, and will not hereafter rely, on the
          Transferor or any other Finance Party to the Facilities Agreement or
          any of the other Finance Documents to check or enquire on its behalf
          into the legality, validity, effectiveness, adequacy, accuracy or
          completeness of any such documents or information;
<PAGE>

     (c)  agrees that it has not relied, and will not hereafter rely, on the
          Transferor or any other Finance Party to the Facilities Agreement or
          any of the other Finance Documents to assess or keep under review on
          its behalf the financial condition, creditworthiness, condition,
          affairs, status or nature of the Borrower, the other Obligors or any
          other party to the Facilities Agreement or the other Finance
          Documents; and

     (d)  represents and warrants to the Transferor and all other parties to the
          Facilities Agreement that it (i) has power to become a party to the
          Facilities Agreement as a "Lender" on the terms herein and therein set
          out, and (ii) has taken all necessary steps to authorise execution and
          delivery of this Certificate.

(5)  Neither the Transferor nor any other Finance Party to the Facilities
     Agreement makes any representation or warranty nor assumes any
     responsibility with respect to the legality, validity, effectiveness,
     adequacy or enforceability of the Finance Documents and assumes no
     responsibility for the financial condition of the Borrower, the other
     Obligors or any other party to the Finance Documents or for the performance
     and observance by the Borrower or any other Obligor of any of its
     obligations under the Finance Documents and any and all such
     representations and warranties and responsibility, whether express or
     implied by law or otherwise, are hereby excluded.

(6)  On execution of this Certificate by the Agent for itself and on behalf of
     the Obligors, the Lenders (other than the Transferor) and the other Finance
     Parties, each of them accepts the Transferee on and with effect from the
     Transfer Date as a party in substitution for the Transferor with respect to
     all those rights and obligations which by the terms of the Facilities
     Agreement, the other Finance Documents and this Certificate are assumed by
     the Transferor.

(7)  By its execution hereof, the Transferee confirms the appointment of [insert
     name of Agent] to act as its agent under and in connection with the Finance
     Documents and irrevocably authorises the Agent and for and on its behalf to
     exercise such rights, powers and discretions as are delegated to it by the
     terms of the Finance Documents, together with all such rights, powers and
     discretions as are incidental thereto, and to give a good discharge for any
     moneys payable under the Finance Documents.

(8)  This Certificate and the rights and obligations of the parties hereto shall
     be governed by and construed in accordance with English law.

As witness the hands of authorised signatories for and on behalf of the
Transferor, the Transferee and the Agent on the respective dates appearing
below.
<PAGE>

                  First Schedule to the Transfer Certificate



               I                       II                   III
               -                       --                   ---


        Facility Details      Transferor Position      Position to be
        ----------------      -------------------      --------------
         to Transferee         Prior to Transfer         Transferred
         -------------         -----------------         -----------


             [  ]                     [  ]                  [  ]
             ----                     ----                  ----
             [  ]                     [  ]                  [  ]
             ----                     ----                  ----
             [  ]                     [  ]                  [  ]
             ----                     ----                  ----
             [  ]                     [  ]                  [  ]
             ----                     ----                  ----

<PAGE>

                  Second Schedule to the Transfer Certificate



Particulars relating to the Transferee
--------------------------------------

Transfer Date         :

Lending Office        :

Contact Name          :

Account for Payments  :

Telephone             :

Facsimile             :

[Transferor]                                 [Transferee]


By: ....................                      By: ..................

Date:   [  ]                                  Date: [  ]

[Agent]

By: ....................
<PAGE>

                                  Schedule 8

                            Continuing Indebtedness


None
<PAGE>

                               TABLE OF CONTENTS


Contents                                                    Page

1       INTERPRETATION...................................     1

2       THE FACILITIES...................................    24

3       PARTICIPATION OF LENDERS.........................    25

4       CONDITIONS PRECEDENT.............................    29

5       DRAWDOWN PROCEDURES AND LENDERS' PARTICIPATIONS..    31

6       REPAYMENT OF ADVANCES............................    33

7       PREPAYMENT AND CANCELLATION......................    35

8       INTEREST.........................................    37

9       PAYMENTS.........................................    40

10      CHANGE IN CIRCUMSTANCES..........................    43

11      FEES, EXPENSES AND STAMP DUTIES..................    46

12      REPRESENTATIONS AND WARRANTIES...................    47

13      UNDERTAKINGS.....................................    54

14      EVENTS OF DEFAULT................................    71

15      GUARANTEE........................................    76

16      THE AGENT AND THE OTHER FINANCE PARTIES..........    79

17      EVIDENCE OF INDEBTEDNESS.........................    86

18      APPLICATION OF MONEYS............................    86

19      PRO RATA PAYMENTS................................    86

20      SET-OFF..........................................    87

21      NOTICES..........................................    87

22      NO IMPLIED WAIVERS...............................    88

23      INVALIDITY OF ANY PROVISION......................    88
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24      CONFIDENTIALITY..................................    88

25      CHANGES TO PARTIES...............................    89

26      LENDER DECISIONS.................................    91

27      INDEMNITIES......................................    91

28      CERTIFICATES CONCLUSIVE..........................    93

29      GOVERNING LAW....................................    93

30      JURISDICTION.....................................    93

31      COUNTERPARTS.....................................    94

Schedule 1  Commitments and Lending Offices..............    98

Schedule 2  Repayment Schedule...........................   100

Schedule 3  Form of Drawdown Request.....................   101

Schedule 4  Structure of ChiRex Group....................   103

Schedule 5 Calculation of the Mandatory Costs............   104

Schedule 6 Form of Deed of Accession.....................   107

Schedule 7 Form of Transfer Certificate..................   109

First Schedule to the Transfer Certificate...............   111

Second Schedule to the Transfer Certificate..............   112