EXHIBIT 4.4
DEED OF ACCESSION
dated 7 December 1998
CHIREX AMERICA INC
as Guarantor
CHIREX (HOLDINGS) LIMITED
as Borrower
BANKERS TRUST COMPANY
as Agent
LINKLATERS & PAINES
One Silk Street
London EC2Y 8HQ
Tel: (-44) 171 456 2000
Ref. RL?
2
THIS DEED is made this 7th day of December 1998 by ChiRex America Inc, as
Guarantor, IN FAVOUR OF:
(1) CHIREX (HOLDINGS) LIMITED (the "Borrower")
(2) BANKERS TRUST INTERNATIONAL PLC AND MIDLAND BANK PLC as Joint Arrangers;
(3) BANKERS TRUST COMPANY, 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 dated 30 October, 1997
made among the parties referred to in paragraphs (1) to (6) above as amended
by the First and Second Amendments dated 30 July 1998 and 16 November 1998
respectively, (the "Facilities Agreement" which expression includes any
amendments or supplements thereto or restatements thereof).
B It is a term of the Second Amendment that each of the Borrower and the
Guarantors procure that ChiRex America Inc accede to the Facilities Agreement
as a Guarantor.
C ChiRex America Inc 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 ChiRex America Inc 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
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 undersigned Guarantor confirms that its address for the purposes of Clause
27 (Notices) of the Facilities Agreement is set out under its name as follows:
ChiRex America Inc
300 Atlantic Street
Suite 402
Stamford
CT 06901
USA
Attention: M A Griffith
Facsimile: 001 203 425 9996
5 Each of the undersigned hereby agrees that ChiRex America Inc shall, from the
date of the later of (i) the execution by the 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.
6 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.
7 This Deed shall be governed by and constructed 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 )
ChiRex America Inc )
by )
in the presence of )
EXECUTED and DELIVERED )
as a deed )
for and on behalf of )
ChiRex (Holdings) Limited )
as Borrower )
by )
in the presence of )
4
SIGNED by
for and on behalf of
BANKERS TRUST COMPANY,
as Agent
Date:
DEED OF ACCESSION
dated 7 December 1998
CHIREX TECHNOLOGY CENTRE INC
as Guarantor
CHIREX (HOLDINGS) LIMITED
as Borrower
BANKERS TRUST COMPANY
as Agent
LINKLATERS & PAINES
One Silk Street
London EC2Y 8HQ
Tel: (-44) 171 456 2000
2
THIS DEED is made this 7th day of December 1998 by ChiRex Technology Centre
Inc, as Guarantor, IN FAVOR OF:
(1) CHIREX (HOLDINGS) LIMITED (the "Borrower")
(2) BANKERS TRUST INTERNATIONAL PLC AND MIDLAND BANK PLC as Joint Arrangers;
(3) BANKERS TRUST COMPANY, 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 dated 30 October, 1997
made among the parties referred to in paragraph (1) to (6) above as amended by
the First and Second Amendments dated 30 July 1998 and 16 November 1998
respectively (the "Facilities Agreement" which expression includes any
amendments or supplements thereto or restatements thereof).
B It is a term of the Second Amendment that each of the Borrower and the
Guarantors procure that ChiRex Technology Centre Inc accede to the Facilities
Agreement as a Guarantor.
C ChiRex Technology Centre Inc 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 ChiRex Technology Centre Inc 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
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 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:
ChiRex Technology Centre Inc
300 Atlantic Street
Suite 402
Stamford
CT 06901
USA
Attention: M A Griffith
Facsimile: 001 203 425 9996
5 Each of the undersigned hereby agrees that ChiRex Technology Centre Inc shall,
from the date of the later of (i) the execution by the 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.
6 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.
7 This Deed shall be governed by and constructed 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 )
ChiRex Technology Centre Inc )
By )
in the presence of )
EXECUTED and DELIVERED )
as a deed )
for and on behalf of )
ChiRex (Holdings) Limited )
as Borrower )
by )
in the presence of )
4
SIGNED by
for and on behalf of
BANKERS TRUST COMPANY,
as Agent
Date: