Derby Cycle Corp Sample Contracts

Derby Cycle Corp – PRESS RELEASE 29 OCTOBER 2001 (October 30th, 2001)

EXHIBIT 99.1 THE DERBY CYCLE CORPORATION / RALEIGH CYCLE LIMITED PRESS RELEASE 29 OCTOBER 2001 The Chief Executive of Raleigh Cycle Limited, Alan Finden-Crofts, has today made the following announcement; "I am pleased to be able to confirm that a management buy-out team, consisting of myself and a number of key managers within the businesses, has now successfully acquired the subsidiaries and assets of the Derby Cycle Corporation. Our Group, to be known as Raleigh Cycle Ltd, will consist of Raleigh America, Raleigh Canada, Raleigh UK and Derby Cycle Werke in Germany, together with our trading companies Raleigh Taiwan and Raleigh China. In restructuring the Group, Winora-Staiger and Wiener Bike Parts in Germany have been sold to the Accell Group and Derby South Africa will be purchased by the local management. Most importantly, we now start off on a sound financial basis. We ar

Derby Cycle Corp – AMENDMENT NO. 1 (September 7th, 2001)

Exhibit 99.2 AMENDMENT NO. 1 TO OFFER TO PURCHASE THE DERBY CYCLE CORPORATION AND LYON INVESTMENTS B.V. OFFER TO PURCHASE FOR CASH UP TO DM46,003,000 PRINCIPAL AMOUNT OF THEIR OUTSTANDING 9-3/8% SENIOR NOTES DUE 2008 (ISIN: XS0093396801 AND XS0087148945) FOR DM1,000 IN CASH PER DM1,000 PRINCIPAL AMOUNT, PLUS ACCRUED AND UNPAID INTEREST UP TO THE PAYMENT DATE -------------------------------------------------------------------------------- THE OFFER TO PURCHASE WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 24, 2001, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF NOTES PURSUANT TO THIS OFFER TO PURCHASE

Derby Cycle Corp – SENIOR NOTES DUE 2008 (September 7th, 2001)

Exhibit 99.1 AMENDMENT NO. 1 TO OFFER TO PURCHASE THE DERBY CYCLE CORPORATION AND LYON INVESTMENTS B.V. OFFER TO PURCHASE FOR CASH UP TO $21,404,000 PRINCIPAL AMOUNT OF THEIR OUTSTANDING 10% SENIOR NOTES DUE 2008 FOR $1,000 IN CASH PER $1,000 PRINCIPAL AMOUNT, PLUS ACCRUED AND UNPAID INTEREST UP TO THE PAYMENT DATE -------------------------------------------------------------------------------- THE OFFER TO PURCHASE WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 24, 2001, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF NOTES PURSUANT TO THIS OFFER TO PURCHASE MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY

Derby Cycle Corp – ASSET PURCHASE AGREEMENT (August 20th, 2001)

EXHIBIT 10.1 EXECUTION COPY ================================================================================ ASSET PURCHASE AGREEMENT Between THE DERBY CYCLE CORPORATION and Cycle Bid Co. ----------------------------- Dated as of August 20, 2001 ================================================================================ TABLE OF CONTENTS ----------------- SECTION 1. DEFINITIONS................................................1 SECTION 2. PURCHASE AND SALE OF THE PURCHASED PROPERTY...............13 SECTION 2.1.

Derby Cycle Corp – SUPPLEMENTAL INDENTURE (July 20th, 2001)

EXHIBIT 10.1 EXECUTION COPY SUPPLEMENTAL INDENTURE This Supplemental Indenture is dated as of July 18, 2001, among THE DERBY CYCLE CORPORATION, a Delaware corporation ("DCC"), LYON INVESTMENTS B.V., a company organized under the laws of The Netherlands and a wholly owned subsidiary of DCC ("Lyon" and, together with DCC, the "Issuers"), as issuers, and THE BANK OF NEW YORK as successor to IBJ SCHRODER BANK & TRUST COMPANY, a New York banking corporation, as trustee (the "Trustee"). Each defined term used herein shall have the meaning assigned to it in the Indenture (hereinafter defined), unless the context hereof otherwise requires or provides. RECITALS 1. The Issuers and the Trustee have executed an Indenture dated as of May 14, 1998 (as amen

Derby Cycle Corp – SALE AND PURCHASE AGREEMENT (July 2nd, 2001)

SALE AND PURCHASE AGREEMENT between DERBY NEDERLAND B.V. (as Seller) and GAZELLE HOLDING B.V. (as Purchaser) and THE DERBY CYCLE CORPORATION (as Warrantor) in relation to all shares in the capital of KONINKLIJKE GAZELLE B.V. (the Company) 15 June 2001 Van Doorne De Lairessestraat 133 P.O. Box 75265 1070 AG Amsterdam The Netherlands

Derby Cycle Corp – SUPPLEMENTAL INDENTURE (July 2nd, 2001)

SUPPLEMENTAL INDENTURE This Supplemental Indenture is dated as of July 2, 2001, among THE DERBY CYCLE CORPORATION, a Delaware corporation ("DCC"), LYON INVESTMENTS B.V., a company organized under the laws of The Netherlands and a wholly owned subsidiary of DCC ("Lyon" and, together with DCC, the "Issuers"), as issuers, and THE BANK OF NEW YORK as successor to IBJ SCHRODER BANK & TRUST COMPANY, a New York banking corporation, as trustee (the "Trustee"). Each defined term used herein shall have the meaning assigned to it in the Indenture (hereinafter defined), unless the context hereof otherwise requires or provides. RECITALS 1. The Issuers and the Trustee have executed an Indenture dated as of May 14, 1998 (as amended or supplemented, the "Indenture") providing for the issuance of $100,000,000 of the Issuers' 10% Senior Notes due 2008 (the "Securities"). 2.

Derby Cycle Corp – THE DERBY CYCLE NEWS RELEASE (June 18th, 2001)

EXHIBIT 99.1 THE DERBY CYCLE NEWS RELEASE CORPORATION FOR IMMEDIATE RELEASE - JUNE 18, 2001 FOR: THE DERBY CYCLE CORPORATION SUBJECT: AGREEMENT REGARDING SALE OF KONINKLIJKE GAZELLE B.V. NOTTINGHAM, U.K. - The Derby Cycle Corporation (the "Company") announced today that its subsidiary, Derby Nederland B.V., had entered into a definitive sale and purchase agreement for the sale of all issued and outstanding shares of its subsidiary, Koninklijke Gazelle B.V. ("Gazelle"), to Gazelle Holding B.V., a company controlled by Gilde Investment Management B.V. located in The Netherlands. Pursuant to the agreement, the purchase price is EUR 142.5 million in cash, less EUR 11.9 million of debt and taxes outstanding of Gazelle as of June 1, 2001, and subject to certain adjustments based on Gazelle's balance sheet as of June 1, 2001. EUR 10.0 million of the

Derby Cycle Corp – SEPARATION AGREEMENT (April 13th, 2001)

Exhibit 10.51 SEPARATION AGREEMENT This Separation Agreement (this "Agreement"), made and entered into as of February 1, 2001, by and between The Derby Cycle Corporation, a Delaware corporation (the "Company"), and Reggie Fils-Aime (the "Executive" and, together with the Company, the "Parties"). W I T N E S S E T H: -------------------- WHEREAS, the Executive has entered into an employment letter dated April 19, 1999 with the Company relating to such Executive's employment by the Company (the "Employment Agreement"); WHEREAS, the Parties have agreed to terminate the Employment Agreement and the Executive's employment by the Company; NOW, THEREFORE, in consideration of the mutual agreements set forth herein and intending to be legally bound hereby, the Parties hereby agree as follows: 1. Termination of Employment.

Derby Cycle Corp – ASSIGNMENT CONTRACT (April 13th, 2001)

Exhibit 10.50 ASSIGNMENT CONTRACT ------------------- between Executive Interim Management AG ('EIM') (1) and Derby Cycle Corporation ('Client') (2) Both parties agree as follows: Article I Duties ---------------- EIM accepts an assignment from the Client to provide and supervise interim management services according to agreed tasks and responsibilities as laid down in the Assignment Summary Note. These services will be carried out by the Interim Manager, under the supervision of EIM. The Client shall at all times provide the Interim Manager and EIM with the necessary facilities, information and assistance as the Interim Manager may require to enable provision of the services to the Client. This contract is a contract for services and neither the Interim Manager nor EIM shall be regarded as an employee of the Client. The Client shall, however, be entitled to provide the Interim Manager with reasonable guidance

Derby Cycle Corp – SEPARATION AGREEMENT (April 13th, 2001)

Exhibit 10.48 SEPARATION AGREEMENT This Separation Agreement (this "Agreement"), made and entered into as of December 20, 2000, by and between The Derby Cycle Corporation, a Delaware corporation (the "Company"), and Gary S. Matthews (the "Executive" and, together with the Company, the "Parties"). W I T N E S S E T H: ------------------- WHEREAS, the Executive has entered into an Employment Agreement dated as of October 20, 1998 with the Company relating to such Executive's employment by the Company (the "Employment Agreement"); WHEREAS, the Parties have agreed to terminate certain provisions of the Employment Agreement and to provide herein for the termination of the Executive's employment by the Company; NOW, THEREFORE, in consideration of the mutual agreements set forth herein and intending to be legal

Derby Cycle Corp – SEPARATION AGREEMENT (April 13th, 2001)

Exhibit 10.49 SEPARATION AGREEMENT This Separation Agreement (this "Agreement"), made and entered into as of December 21, 2000, by and between The Derby Cycle Corporation, a Delaware corporation (the "Company"), and Daniel S. Lynch (the "Executive" and, together with the Company, the "Parties"). W I T N E S S E T H: ------------------- WHEREAS, the Executive has entered into an Employment Agreement dated as of June 1, 1999 with the Company relating to such Executive's employment by the Company (the "Employment Agreement"); WHEREAS, the Parties have agreed to terminate certain provisions of the Employment Agreement and to provide herein for the termination of the Executive's employment by the Company; NOW, THEREFORE, in consideration of the mutual agreements set forth herein and intending to be legally bo

Derby Cycle Corp – SEPARATION AND RELEASE AGREEMENT (April 13th, 2001)

Exhibit 10.46 SEPARATION AND RELEASE AGREEMENT -------------------------------- This Agreement is entered into as of this 1st day of September, 2000, by and between NANCY URIDIL, ("the Employee") and THE DERBY CYCLE CORPORATION ("the Company"). In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Consideration: -------------- The Company will pay to the Employee, and pay on the Employee's behalf, the amounts set forth on Schedule A (the "Consideration"). Simultaneously with the payment of the Consideration, the Company shall furnish the Employee with evidence of all amounts paid on the Employee's behalf. The Employee agrees that these payments are more than the Company is required to pay under its

Derby Cycle Corp – EXECUTIVE SERVICES AGREEMENT (April 13th, 2001)

Exhibit 10.47 EXECUTIVE SERVICES AGREEMENT ---------------------------- THIS EXECUTIVE SERVICES AGREEMENT is made this 22nd day of November, 2000 by and between THE DERBY CYCLE CORPORATION, a corporation organized and existing under the laws of the state of Delaware, with its registered office at 1209 Orange Street, Wilmington, Delaware 19801 (the "Company") and WAMROX MANAGEMENT LIMITED, a private limited company organized and existing under the laws of Guernsey, with its registered office at Vue du Lac, Becquet Road, St. Peter Port, Guernsey, GY1 2TH, Channel Islands ("WAMROX"). WHEREAS, the Company requires the services of a senior executive with international experience in the bicycle industry and in strategic business planning and operations; and WHEREAS, WAMROX employs or has agreements for the services of certain executives with experi

Derby Cycle Corp – AGREEMENT (February 7th, 2001)

THE DERBY CYCLE CORPORATION AND OTHERS as Borrowers and/or Guarantors J.P. MORGAN plc as Arranger THE FINANCIAL INSTITUTIONS NAMED HEREIN as Original Banks THE FINANCIAL INSTITUTIONS NAMED HEREIN as Additional Banks CHASE MANHATTAN INTERNATIONAL LIMITED as Security Agent CHASE MANHATTAN INTERNATIONAL LIMITED as Facility Agent ------------------------------------------------- Amendment Agreement relating to the Revolving multicurrency Credit Facility AGREEMENT of up to DM209, 355,403 Da

Derby Cycle Corp – SECOND AMENDMENT AND RESTATEMENT AGREEMENT (November 30th, 2000)

DATED 22 NOVEMBER 2000 -------------------------------------------------------------------------------- SECOND AMENDMENT AND RESTATEMENT AGREEMENT relating to the REVOLVING MULTICURRENCY CREDIT FACILITY of up to DM209,355,403 DATED 12 MAY 1998 between THE DERBY CYCLE CORPORATION AND OTHERS as Borrowers and/or Guarantors CHASE MANHATTAN plc as Arranger THE FINANCIAL INSTUTIONS NAMED HEREIN as Original Banks THE FINANCIAL INSTITUTION NAMED HEREIN as Additional Banks CHASE MANHATTAN INTERNATIONAL LIMITED

Derby Cycle Corp – SHAREHOLDERS' AGREEMENT (November 28th, 2000)

THE DERBY CYCLE CORPORATION SECOND AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT THIS SECOND AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT is made this 22nd day of November, 2000 by and among: (1) THE DERBY CYCLE CORPORATION (dba Raleigh USA Bicycle Company), a corporation organized and existing under the laws of the State of Delaware, having its registered office at 1209 Orange Street, Wilmington, Delaware 19801 (the "Company" ); ------- (2) DERBY FINANCE S.a r.l., a corporation (societe a responsibilite limitee) incorporated under the laws of the Grand Duchy of Luxembourg, with its registered office at 15 rue de la Chapelle, L-1325 Luxembourg, Grand Duchy of Luxembourg ("DFS"); --- (3) DC CYCLE, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware, having its registered office at 1209 Orange St

Derby Cycle Corp – Warrant Agreement (November 28th, 2000)

================================================================================ The Derby Cycle Corporation Warrant to Purchase Shares of Class A Common Stock Warrant Agreement Dated as of November 22, 2000 ================================================================================ This WARRANT AGREEMENT (the "Agreement"), dated as of November 22, 2000 among The Derby Cycle Corporation, a Delaware corporation (the "Company"), and Thayer Equity Investors III, L.P. ("Thayer"), Perseus Cycle, L.L.C. ("Perseus") and Quantum Industrial Partners LDC, a Cayman Islands limited duration company ("Quantum" and together with Thayer and Perseus, the "Holders" and each a "Holder"). WHEREAS, each Holder is purchasing shares of the Company's Series D Preferred Stock pursuant to a Series D Purchase Agreement dated the date hereof (th

Derby Cycle Corp – PURCHASE AGREEMENT (November 28th, 2000)

SERIES D PREFERRED SHARES PURCHASE AGREEMENT DATED NOVEMBER 22, 2000 AMONG THE DERBY CYCLE CORPORATION AND QUANTUM INDUSTRIAL PARTNERS LDC THAYER EQUITY INVESTORS III, L.P., and PERSEUS CYCLE L.L.C. TABLE OF CONTENTS SECTION 1: PURCHASE AND SALE OF SERIES D PREFERRED SHARES 1 1A. Basic Transaction 1 1B. Purchase Price 1 1C. The Closing 1 1D. Authorization of the Series D Preferred Shares 1 SECTION

Derby Cycle Corp – REGISTRATION AGREEMENT (November 28th, 2000)

REGISTRATION AGREEMENT THIS REGISTRATION AGREEMENT (this "Agreement") is made as of November 22nd, 2000, by and among The Derby Cycle Corporation, a corporation organized and existing under the laws of the State of Delaware (the "Company") and Quantum Industrial Partners LDC, a Cayman Islands limited duration company ("Soros"). The parties to this Agreement are parties to a Warrant Agreement, dated November ____, 2000. (the "Purchase Agreement"). In order to induce Soros to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in paragraph 7 hereof. Reference is made to that certain Registration Rights Agreement dated May 14, 1998 by and among Derby Finance S.a.r.l., a corporation (societe a responsibilite limitee) organized and existing under the laws

Derby Cycle Corp – CERTIFICATE OF INCORPORATION (November 15th, 2000)

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE DERBY CYCLE CORPORATION _______________________________ ARTICLE ONE The name of the Corporation is The Derby Cycle Corporation. ARTICLE TWO The address of the Corporation's registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle 19801. The name of its registered agent at such address is the Corporation Trust Company. ARTICLE THREE The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

Derby Cycle Corp – SERVICE AGREEMENT (August 16th, 2000)

EXHIBIT 10.7 Raleigh Industries Limited (1) -and- Phillip Darnton (2) SERVICE AGREEMENT as Managing Director Lovells 65 Holborn Viaduct London EC1A 2DY B2/MJTS/NMF Contents Clause Page no 1. APPOINTMENT AND TERM 1 2. DUTIES 1 3. REMUNERATION AND BONUS

Derby Cycle Corp – THIS JUNIOR SUBORDINATED PROMISSORY NOTE WAS (August 16th, 2000)

EXHIBIT 10.6 THIS JUNIOR SUBORDINATED PROMISSORY NOTE WAS ORIGINALLY ISSUED ON THIS JUNIOR SUBORDINATED PROMISSORY NOTE WAS ORIGINALLY ISSUED ON JULY 31, 2000, AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAW. THE DERBY CYCLE CORPORATION JUNIOR SUBORDINATED PROMISSORY NOTE July 31, 2000 $3,500,000 The Derby Cycle Corporation, a Delaware corporation (the "Company"), ------- hereby promises to pay to the order of [ ]. (the "Lender") the principal ------ amount of THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) in accor

Derby Cycle Corp – EMPLOYMENT AGREEMENT (May 17th, 2000)

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of April 30, 2000, between The Derby Cycle Corporation, a Delaware corporation (the "Company"), and Nancy Uridil ("Executive"). In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Employment. The Company shall employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the date hereof and ending as provided in paragraph 4 hereof (the "Employment Period"). 2. Position and Duties. (a) During the Employment Period, Executive shall serve as the Global Sourcing Vice President of the Company and shall have the duties and resp

Derby Cycle Corp – PROMISSORY NOTE (March 30th, 2000)

Exhibit 10.11 THIS NOTE WAS ORIGINALLY ISSUED ON FEBRUARY 15, 2000, AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAW. THE DERBY CYCLE CORPORATION PROMISSORY NOTE February 15, 2000 $3,500,000 The Derby Cycle Corporation, a Delaware corporation (the "Company"), ------- hereby promises to pay to the order of Perseus Capital, L.L.C. (the "Lender") the principal amount of $3,500,000 in accordance with the provisions of this Note. 1. Interest. This Note is interest-free. -------- 2. Payment of Principal on Note. ---------------------------- (a) Scheduled Principal Pa

Derby Cycle Corp – Warrant Agreement (March 30th, 2000)

Exhibit 10.9 ================================================================================ The Derby Cycle Corporation Warrant to Purchase 2,500 Shares of Class C Common Stock Warrant Agreement Dated as of February 15, 2000 ================================================================================ This WARRANT AGREEMENT (the "Agreement"), dated as of February 15, 2000 among The Derby Cycle Corporation, a Delaware corporation (the "Company"), and Thayer Equity Partners, III, L.P. ("Thayer") and Perseus Capital, L.L.C. ("Perseus"; and together with Thayer,the "Holders" and each a "Holder"). WHEREAS, pursuant to a Promissory Note dated as of the date hereof issued by the Company by which Thayer has loaned the Company $3,500,000; WHEREAS, pursuant t

Derby Cycle Corp – EMPLOYMENT AGREEMENT (March 30th, 2000)

Exhibit 10.12 EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of January 20, 2000, between The Derby Cycle Corporation, a Delaware corporation (the "Company"), and Carlos Tribino ("Executive"). In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Employment. The Company, (or Newco, if applicable) shall employ Executive, and Executive hereby accepts employment with the Company (or Newco, if applicable), upon the terms and conditions set forth in this Agreement for the period beginning on the date hereof and ending as provided in paragraph 4 hereof (the "Employment Period"). 2. Position and Duties. (a) During the Employment Period, Executive shall serve as the General Manager of the

Derby Cycle Corp – PROMISSORY NOTE (March 30th, 2000)

Exhibit 10.10 THIS NOTE WAS ORIGINALLY ISSUED ON FEBRUARY 15, 2000, AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAW. THE DERBY CYCLE CORPORATION PROMISSORY NOTE February 15, 2000 $3,500,000 The Derby Cycle Corporation, a Delaware corporation (the "Company"), ------- hereby promises to pay to the order of Thayer Equity Investors III, L.P. (the "Lender") the principal amount of $3,500,000 in accordance with the provisions of this Note. 1. Interest. This Note is interest-free. -------- 2. Payment of Principal on Note. ---------------------------- (a) Scheduled

Derby Cycle Corp – WAIVER REGARDING THE DERBY CYCLE CORPORATION AND OTHERS (September 7th, 1999)

EXHIBIT 5 WAIVER REGARDING THE DERBY CYCLE CORPORATION AND OTHERS DM214,000,000 REVOLVING MULTI-CURRENCY CREDIT FACILITY This waiver ("Waiver") is dated August 1999 and entered into by and among:- 1. THE DERBY CYCLE CORPORATION, a company incorporated in Delaware, United States of America, having its principal office at 22710, 72nd Avenue South, Kent, Washington, 98032 ("the Company"); 2. THE COMPANIES identified as Borrowers in Schedule 1 of the Facility Agreement ("the Borrowers"); 3. THE COMPANIES identified as Guarantors in Schedule 2 of the Facility Agreement ("the Guarantors"); 4. CHASE MANHATTAN PLC as arranger ("the Arranger"); 5. THE FINANCIAL INSTITUTIONS identified as banks in Schedule 3 of the Facility Agreement ("the Banks"); 6. CHASE MANHATTAN INTERNATIONAL LIMITED as facility agent ("the Facility Agent"); 7. CHASE MA

Derby Cycle Corp – AMENDMENT AND RESTATEMENT AGREEMENT (April 1st, 1999)

EXHIBIT 10.13 CONFORMED COPY DATED 3 February 1999 AMENDMENT AND RESTATEMENT AGREEMENT relating to the REVOLVING MULTICURRENCY CREDIT FACILITY of up to DM214,000,000 DATED 12 MAY 1998 between THE DERBY CYCLE CORPORATION AND OTHERS as Borrowers and/or Guarantors CHASE MANHATTAN plc as Arranger THE FINANCIAL INSTITUTIONS NAMED HEREIN as Banks CHASE MANHATTAN INTERNATIONAL LIMITED as Security Agent CHASE MANHATTAN INTERNATIONAL LIMITED

Derby Cycle Corp – FORM OF AGREEMENT EVIDENCING A GRANT OF A STOCK OPTION (April 1st, 1999)

EXHIBIT 10.16 EXECUTION DERBY CYCLE CORPORATION FORM OF AGREEMENT EVIDENCING A GRANT OF A STOCK OPTION UNDER 1998 STOCK OPTION PLAN Agreement made as of March ___, 1999, between Derby Cycle Corporation, a Delaware corporation (the "Company"), and _____________ ("Grantee"). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Derby Cycle Corporation 1998 Stock Option Plan (the "Plan"). 1. Grant of Option. Pursuant to the Plan, the Company hereby grants to Grantee a stock option intended to be a nonqualified stock option (the "Option") to purchase (i) ___ shares of Class A Common Stock (which number of shares may be adjusted as provided in the Plan) and (ii) ___ shares of Class C Common Stock (which numbe

Derby Cycle Corp – SECURITIES PURCHASE AGREEMENT (April 1st, 1999)

EXHIBIT 10.21 EXECUTION SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT dated as of February 3, 1999 between The Derby Cycle Corporation, a Delaware corporation (the "Company"), Perseus Cycle, L.L.C., a Delaware limited liability company ("Perseus") and DC Cycle, L.L.C., a Delaware limited liability company ("Thayer"). Perseus and Thayer are each sometimes referred to herein as a "Purchaser" and collectively, as the "Purchasers." This Agreement provides for the purchase (the "Purchase") by the Purchasers of 22,750 shares of the Company's Class C Common Stock, $.01 par value (the "Common Stock"), all upon the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the mutual undertakings contained herein, the parties agree as follows:

Derby Cycle Corp – FORM OF MANAGEMENT STOCK PURCHASE AGREEMENT (April 1st, 1999)

EXHIBIT 10.17 EXECUTION FORM OF MANAGEMENT STOCK PURCHASE AGREEMENT This MANAGEMENT STOCK PURCHASE AGREEMENT (this "Agreement") is dated as of March __, 1999, by and between Derby Cycle Corporation, a Delaware corporation (the "Company") and ______________ ("Employee"). This Agreement provides for the purchase by Employee of (a) ___ shares of the Company's Class A Common Stock, par value $.01 per share (the "Class A Common Stock") and (b) ___ shares of the Company's Class C Common Stock, par value $.01 per share (the "Class C Common Stock;" and together with the Class A Common Stock, the "Common Stock"), upon the terms and subject to the conditions set forth herein. Capitalized terms used but not defined herein shall have the meaning assigned to such terms in that certain Amended and Restated Shareholders' Agree

Derby Cycle Corp – SENIOR SUBORDINATED LOAN AGREEMENT (April 1st, 1999)

EXHIBIT 10.15 ================================================================================ SENIOR SUBORDINATED LOAN AGREEMENT DATED AS OF February 3, 1999 BETWEEN THE DERBY CYCLE CORPORATION AND VENCAP HOLDINGS (1992) PTE LTD. ================================================================================ SENIOR SUBORDINATED LOAN AGREEMENT ---------------------------------- This SENIOR SUBORDINATED LOAN AGREEMENT (this "Agreement") is entered into as of this third day of February 1999, by and between the Derby Cycle Corporation, a Delaware corporation ("Borrower"), and Vencap Holdings (1992

Derby Cycle Corp – FORM OF AGREEMENT EVIDENCING A GRANT OF A STOCK OPTION (April 1st, 1999)

EXHIBIT 10.19 EXECUTION DERBY CYCLE CORPORATION FORM OF AGREEMENT EVIDENCING A GRANT OF A STOCK OPTION UNDER 1998 STOCK OPTION PLAN Agreement made as of March ___, 1999, between Derby Cycle Corporation, a Delaware corporation (the "Company"), and _____________ ("Grantee"). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Derby Cycle Corporation 1998 Stock Option Plan (the "Plan"). 1. Grant of Option. Pursuant to the Plan, the Company hereby grants to Grantee a stock option intended to be a nonqualified stock option (the "Option") to purchase (i) ___ shares of Class A Common Stock (which number of shares may be adjusted as provided in the Plan) and (ii) ___ shares of Class C Common Stock (which number of