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
as Facility Agreement
Dibb Xxxxxx Xxxxx
000 Xxxxxx Xxxx
XXXXXX
XX0X 0XX
Tel: 0000 00 00 00
Fax: 0000 000 0000
CONTENTS
1. INTERPRETATION...................................................... 1
2. AMENDMENT AND RESTATEMENT OF THE CREDIT AGREEMENT................... 3
3. REPRESENTATIONS AND WARRANTIES...................................... 3
4. CONSENT AND UNDERTAKINGS............................................ 3
5. MISCELLANEOUS....................................................... 4
6. JURISDICTION........................................................ 4
7. GOVERNING LAW....................................................... 5
SCHEDULE 1............................................................. 6
The Borrowers........................................................ 6
SCHEDULE 2............................................................. 7
Guarantors........................................................... 7
SCHEDULE 3............................................................. 9
Conditions Precedent Documentation................................... 9
SCHEDULE 4............................................................. 13
The Banks............................................................ 13
SCHEDULE 5............................................................. 14
The Amended and Restated Credit Agreement............................ 14
THIS AMENDMENT AND RESTATEMENT AGREEMENT is made the 3 February 1999
BETWEEN:
(1) THE DERBY CYCLE CORPORATION, a company incorporated in Delaware, United
States of America, having its principal office at 00000 00xx Xxxxxx Xxxxx,
Xxxx, Xxxxxxxxxx, 00000 (the "COMPANY");
(2) THE COMPANIES identified as Borrowers in Schedule 1;
(3) THE COMPANIES identified as Guarantors in Schedule 2;
(4) CHASE MANHATTAN plc (the "ARRANGER");
(5) THE FINANCIAL INSTITUTIONS identified as banks in Schedule 4 (the "BANKS");
(6) CHASE MANHATTAN INTERNATIONAL LIMITED (the "FACILITY AGENT");
(7) CHASE MANHATTAN INTERNATIONAL LIMITED (the "SECURITY AGENT").
WHEREAS:
(A) By an agreement dated 12 May 1998 between the parties to this Amendment and
Restatement Agreement (as the same was amended pursuant to an Amendment
Agreement dated 12 November 1998) (the "CREDIT AGREEMENT") the Banks
agreed, subject to the terms and conditions stated therein, to make
available to the Borrowers a multicurrency revolving credit facility in a
maximum amount of up to DM214,000,000 (or the equivalent thereof in other
currencies).
(B) The parties to the Credit Agreement have agreed that the Credit Agreement
be amended and restated as set out in this Amendment and Restatement
Agreement.
NOW IT IS HEREBY as follows:
1. INTERPRETATION
1.1 The terms defined in the Credit Agreement shall, unless otherwise
defined herein, bear the same meaning herein (including the recitals
hereto).
1.2 In this Amendment and Restatement Agreement:
"AMENDMENT FEE LETTERS" means each of the fee letters dated on or
about the date of this Agreement and in the agreed form from the
Company and addressed respectively to the Banks and the Arranger;
"BEJKA ASSETS" means the assets of and business to be purchased by
Derby Sweden A.B. pursuant to the Diamond Back Acquisition Agreement
from Bejka Trading A.B.;
"DIAMOND BACK SECURITY DOCUMENTS" means all of the following:
1.2.1 Share pledge granted by the Derby Cycle Corporation over 66.6% of the
whole of the issued share capital of Derby Sweden A.B.;
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1.2.2 Security granted by Derby Sweden A.B. over such of its assets as the
Security Agent may require; and
1.2.3 the Further US Security Documents.
"DIAMOND BACK TRANSACTION COSTS" means all fees, out-of-pocket costs
and expenses and stamp duty (if any), registration, transfer and
similar taxes incurred by any Group Member in connection with the
negotiation, preparation and execution of the Diamond Back Acquisition
Agreement and this Amendment and Restatement Agreement or otherwise in
connection with, or resulting from the Diamond Back Acquisition, this
Amendment and Restatement Agreement and each of the conditions or
matters referred to therein or herein, each in the aggregate amount as
set out in a letter in an agreed form from the Company to the Facility
Agent entitled "Diamond Back Transaction Costs" and provided to the
Facility Agent pursuant to paragraph 5.9 of Schedule 3 (the "DIAMOND
BACK TRANSACTION COSTS LETTER");
"DIAMOND BACK FUNDS FLOW MEMORANDUM" means the funds flow memorandum
in the agreed form prepared by the Company containing the flow of
funds so as to complete the Diamond Back Acquisition;
"EFFECTIVE DATE" means the date that each of the Persons specified as
being a party to this Amendment and Restatement Agreement have become
a party to this Amendment and Restatement Agreement and the Facility
Agent has confirmed to the Company and the Banks that each of the
documents listed in Schedule 3 have been delivered to it in a form and
substance satisfactory to it;
"IRISH SUPPLEMENTAL DEED" means the agreement in the agreed form and
made between the Irish Subsidiaries and the Security Agent pursuant to
which the terms of the debenture dated 11 May 1998 and made between
the Irish Subsidiaries and the Security Agent are amended;
"IRISH SUBSIDIARIES" means Raleigh Ireland Limited and Curragh Finance
Company;
"GERMAN AMENDMENT AGREEMENT" means the agreement in the agreed form
and made between the German Subsidiaries and the Security Agent
pursuant to which the terms of the assignment by way of security of
the intercompany receivables dated 11-12 May 1998 and made between the
German Subsidiaries and the Security Agent, are amended;
"GERMAN SUBSIDIARIES" means Derby Holding (Deutschland), GmbH, Xxxxxx
Xxxxxxx GmbH, Xxxxxxxxx Xxxxxx Bike Parts GmbH, Univega Bikes & Sports
Europe GmbH (formerly MS Sport Vertriebs GmbH) and Univega Worldwide
Licence GmbH;
"PURCHASERS" means, collectively, Derby Cycle Corporation and Derby
Sweden AB;
"FURTHER US SECURITY DOCUMENTS" means an amendment to Security
Agreement, an amendment to Patent and Trademark Security Agreement, an
amendment to the Pledge Agreement and a Patent Assignment for Security
Purposes each dated on or about the date of this Agreement and made
between the Company and the Security Agent;
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"VENDORS" means collectively, Diamond Back International Limited,
Western States Import Company Inc and Bejka Trading AB.
The provisions of Clause 1.3 of the Credit Agreement shall be deemed
to be incorporated herein mutatis mutandis save that references
therein to "this Agreement" shall be references to this Amendment and
Restatement Agreement and not the Credit Agreement.
2. AMENDMENT AND RESTATEMENT OF THE CREDIT AGREEMENT
On the Effective Date the Credit Agreement shall be amended and restated as
set out in the Schedule 5.
3. REPRESENTATIONS AND WARRANTIES
3.1 The Company represents that, as at the date hereof, the representations
and warranties set out in Clause 18.1 of the Credit Agreement (to the
extent that the same are repeated from time to time pursuant to Clause
18.2 of the Credit Agreement) are true.
3.2 The Company further represents that, as at the date hereof, the
representations and warranties set out in Xxxxxx 00.0 (x), (x), (x),
(x) and (ff) and which relate to all financial and other information
and Reports delivered post-Closing in respect of the Diamond Back
Acquisition are true.
4. CONSENT AND UNDERTAKINGS
4.1 Subject to the Effective Date occurring on or before 10 February 1999,
each of the Banks confirm that they consent to the Diamond Back
Acquisition provided that the maximum aggregate consideration payable
in respect thereof does not exceed $42,800,000 (or the equivalent
thereof in other currencies).
4.2 Subject to the Effective Date occurring on or before 10 February 1999,
each of the Banks confirm that they consent to the IGF Liquidation
provided that, two months following the filing with the Commercial
Register of the Chamber of Commerce in Curacao of the Plan of
Distribution (Plan van Uitkering) in connection with the IGF
Liquidation (and which will be made by no later than 6 weeks after the
date of this Agreement), all of InterDerby Group Finance NV's assets
which are (or were prior to the liquidation) charged in favour of the
Security Agent have been assigned to Derby Holding (Deutschland) GmbH
and are subject to the Security Documents granted by Derby Holding
(Deutschland) GmbH and that such notices of assignment and registration
as are necessary to effect such assignments in accordance with
applicable law are made forthwith Provided that, at all times, all such
assets are subject to an Encumbrance granted in favour of the Security
Agent, whether by InterDerby Group Finance NV or Derby Holding
(Deutschland) GmbH.
4.3 The Company undertakes to procure that as soon as is practicable and in
any event within 60 days of the date of this Amendment and Restatement
Agreement, Derby Sweden AB shall have obtained the appropriate
approvals from the relevant Swedish Authority such that the Guarantee
and any Finance Documents requiring such approvals and to which Derby
Sweden AB is a party, and which, pending such approvals are
conditional, become unconditional.
3
4.4 The Company undertakes to procure that as soon as is practicable and in
any event within 10 days of this Amendment and Restatement Agreement,
that it shall have executed a leasehold deed of trust in a form
satisfactory to the Security Agent in respect of the Ventura
Headquarters, Ventura, California, and that promptly thereafter it
shall deliver to the Security Agent the original leasehold deed of
trust and shall promptly lodge the appropriate registration at the Land
Records, Ventura County, California.
5. MISCELLANEOUS
5.1 The Credit Agreement and this Amendment and Restatement Agreement
shall be read and construed as a single document.
5.2 On the date hereof, the Obligors represent and warrant that no Event of
Default or Potential Event of Default has occurred which has not been
remedied or otherwise waived by the Banks and no Event of Default or
Potential Event of Default would occur as a result of the Obligors
entering into this Amendment and Restatement Agreement.
5.3 The provisions of Clause 33 (NOTICES) of the Credit Agreement shall
apply to all communications or documents to be made or delivered
pursuant to this Amendment and Restatement Agreement.
5.4 This Amendment and Restatement Agreement may be executed in any number
of counterparts and by different Parties on separate counterparts each
of which, when executed and delivered, shall constitute an original and
all the counterparts shall together constitute but one and the same
instrument.
5.5 The Guarantors confirm that the Guarantee contained in the Credit
Agreement at Clause 23 shall remain in full force and effect
notwithstanding this Amendment and Restatement Agreement.
6. JURISDICTION
6.1 COURTS OF ENGLAND
For the benefit of each Finance Party, each of the Obligors agree that
the courts of England have jurisdiction to hear and settle any action,
suit, proceeding or dispute in connection with this Amendment and
Restatement Agreement or any of the other Senior Finance Documents and
therefore irrevocably submits to the jurisdiction of those courts.
6.2 NON-EXCLUSIVITY
The submission to the jurisdiction of the English courts does not
restrict the right of a Finance Party to take proceedings against an
Obligor in connection with this Amendment and Restatement Agreement or
any of the other Senior Finance Documents in any other court of
competent jurisdiction, whether concurrently or not.
6.3 SERVICE OF PROCESS AGENT
(a) In addition to any other appropriate method of service, each of
the Non-UK Obligors irrevocably agrees that any suit, action or
proceeding may be served
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on it by being delivered to Derby Holding Limited at 00 Xxxxxxx
Xxxx, Xxxxxxxxxx, XX0 0XX, Xxxxxxx or its registered office and
confirms that it has appointed the Company as its agent for such
purpose.
(b) Each of the Non-UK Obligors confirms that failure by its process
agent to notify it of receipt of any process will not invalidate
the proceedings to which it relates.
(c) If the appointment of a process agent ceases to be effective, the
relevant Non-UK Obligor shall immediately appoint a further Person
in England as its process agent in respect of this Amendment and
Restatement Agreement and each of the other Senior Finance
Documents and notify the Facility Agent of such appointment. If
such a Person is not appointed within 15 days of such notification
the Facility Agent shall be entitled to appoint such a Person.
6.4 NON-CONVENIENCE OF FORUM
Each of the Non-UK Obligors confirms that the English courts are not
an inconvenient forum and irrevocably waives any right it may have to
object to them on the grounds of inconvenience or otherwise.
7. GOVERNING LAW
This Amendment and Restatement Agreement is governed by and shall be
construed in accordance with English Law.
THIS AGREEMENT has been entered into by the Parties on the date stated at the
beginning of this Amendment and Restatement Agreement.
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SCHEDULE 1
THE BORROWERS
NAME JURISDICTION OF INCORPORATION
Raleigh Industries Limited England And Wales
Sturmey-Xxxxxx Limited England and Wales
Derby Holding (Deutschland) GmbH Germany
Koninklijke Gazelle BV Netherlands
The Derby Cycle Corporation The United States of America
Raleigh Industries of Canada Limited Canada
Raleigh Europe B.V. Netherlands
Raleigh B.V. Netherlands
Xxxxxxxxx Xxxxxx Bike Parts GmbH Germany
Xxxxxx-Xxxxxxx GmbH Germany
Derby Holding Limited England and Wales
Raleigh Fahrrader GmbH Germany
Derby Cycle Werke GmbH Germany
Raleigh International Limited England and Wales
Curragh Finance Company Ireland
Raleigh Ireland Limited Ireland
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SCHEDULE 2
GUARANTORS
NAME JURISDICTION OF INCORPORATION
Derby Holding Limited England and Wales
Raleigh Industries Limited England and Wales
Raleigh International Limited England and Wales
Sturmey-Xxxxxx Limited England and Wales
Raleigh Industries of Canada Limited Canada
The Derby Cycle Corporation The United States of America
Raleigh BV Netherlands
Raleigh Europe BV Netherlands
Koninklijke Gazelle BV Netherlands
Derby Nederland BV Netherlands
Derby Holding BV Netherlands
Sturmey-Xxxxxx Europa BV Netherlands
Lyon Investments BV Netherlands
Derby Holding (Deutschland) GmbH Germany
Raleigh Fahrrader GmbH Germany
NW Sportgerate GmbH Germany
Derby Cycle Werke GmbH Germany
Xxxxxxxxx Xxxxxx Bike Parts GmbH Germany
Univega Worldwide Licence GmbH Germany
Univega Beteiligungen GmbH Germany
Univega Bikes & Sports Europe GmbH (formerly MS Germany
Sport Vertriebs GmbH)
Derby Fahrrader GmbH Germany
Derby WS Vermogenswerwaltungs GmbH Germany
7
NAME JURISDICTION OF INCORPORATION
Xxxxxx-Xxxxxxx GmbH Germany
Curragh Finance Company Ireland
Raleigh Ireland Limited Ireland
InterDerby Group Finance NV Netherlands Antilles
The British Cycle Corporation Limited England and Wales
Triumph Cycle Co. Limited England and Wales
Raleigh (Services) Limited England and Wales
BSA Cycles Limited England and Wales
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SCHEDULE 3
CONDITIONS PRECEDENT DOCUMENTATION
1. RESOLUTIONS
GENERAL
A copy of a minute of the resolution of the Board of each Obligor certified
by the Secretary thereof (or appropriately authorised person) of such
Obligor approving this Amendment and Restatement Agreement and the terms of
the Credit Agreement as amended and restated pursuant hereto and authorising
the execution and delivery of this Amendment and Restatement Agreement and
any other communications or documents to be delivered by the Obligors
hereunder and thereunder.
2. ACCESSION AGREEMENT
At least two originals of the Guarantor Accession Agreement entered into by
Derby Sweden AB together with all conditions precedent relating thereto as
set out in Schedule 5 of the Credit Agreement. Provided that the Guarantee
and each of the Security Documents to be provided by Derby Sweden AB shall
be stated, in terms acceptable to the Banks' Swedish Counsel, as being
conditional upon consent to such Guarantee or, as the case may be, such
Security Documents, being provided by the appropriate Swedish Authority.
3. TRANSACTION DOCUMENTS
3.1 Evidence that the Diamond Back Acquisition Agreement has been entered
into by all parties thereto, and that such agreement is in full force
and effect, is in a form satisfactory to the Facility Agent, and that
no Group Member has a right to rescind such agreement.
3.2 An original or Certified Copy of the Diamond Back Acquisition Agreement
together with any disclosure letter relating thereto.
3.3 The Facility Agent being satisfied that no Financial Indebtedness or
Encumbrances will exist following the completion of the Diamond Back
Acquisition other than Permitted Financial Indebtedness and Permitted
Encumbrances and for avoidance of doubt that Foothill Capital
Corporation's and Forenings Sparkbanken AB's indebtedness (other than
that Permitted Financial Indebtedness referred to at paragraph (c)(vii)
of the Credit Agreement) has been satisfied, discharged and
encumbrances released.
3.4 Three Certified Copies of the German Amendment Agreement.
3.5 Three Certified Copies of the Irish Supplemental Deed.
3.6 A Certified Copy of the GSIC Indenture, the GSIC Notes, the
Stockholders' Agreement and the Side Letter.
4. SECURITY DOCUMENTS
4.1 Copies of all notices required to be despatched pursuant to the Diamond
Back Security Documents duly completed by an Authorised Signatory.
9
4.2 At least three copies of each of the Diamond Back Security Documents
duly executed by all the parties thereto other than the Facility Agent
and/or the Security Agent together with:
4.2.1 share certificates in respect of any and all shares the subject
matter of the security created by the Diamond Back Security
Documents and (if applicable) executed transfer forms in respect
thereof or where shares are not evidenced by certificates that
notification of security over such shares has been entered in the
Share Register (or such other recording or notification has been
made in accordance with applicable laws), and all title documents
relating to any land or buildings mortgaged or otherwise charged
by the Diamond Back Security Documents or confirmation that such
documents are held to the order of the Security Agent or are in
course of being lodged with the appropriate registration
authority and will thereafter be delivered to the order of the
Security Agent.
4.3 An original of each of the Intercreditor Agreements referred to in
paragraphs (ii) and (iii) of the definition "INTERCREDITOR AGREEMENTS".
4.4 A Certified Copy of an amendment to the Recapitalisation Agreement
relating to the Additional Payment in the agreed form.
5. INFORMATION
5.1 A duly executed application from Derby Sweden AB to the appropriate
Swedish Authority in a form acceptable to the Facility Agent requesting
the approval of such Swedish Authority to it providing a Guarantee and
the Security Documents as contemplated by this Amendment and
Restatement Agreement.
5.2 A Certified Copy of the due diligence report prepared by Xxxxxxxx &
Xxxxx and any disclosure letters thereto in respect of the Diamond Back
Acquisition and, in each case, addressed to the Facility Agent and the
Security Agent for and on behalf of themselves and the Secured
Beneficiaries in the agreed form.
5.3 A Certified Copy of the due diligence report prepared by Xxxxxxx and
Xxxxxxx in respect of the Diamond Back Acquisition in the agreed form.
5.4 Evidence that:
5.4.1 Xxxxxx Equity Investors III have subscribed in full an aggregate
amount of not less than $22,750,000 in cash by way of equity in
the Company (the "EQUITY SUBSCRIPTION") in the agreed form;
5.4.2 the GSIC Note Issuer has received in aggregate not less than
$20,000,000 in cash in respect of the GSIC Notes (the "GSIC NOTE
PROCEEDS") and that such GSIC Notes are certified by the Company
as being "Contribution Indebtedness" as defined under the Note
Indentures;
and the Equity Subscription and the GSIC Note Proceeds have been or
will contemporaneously with the making of the Diamond Back Acquisition
be paid into and be made available to the Purchasers so as to enable
them to pay, in full, the purchase price, payable in respect of the
Diamond Back Acquisition together with the Diamond Back Transaction
Costs and any other payments and costs to be met by them pursuant to
the terms of the Diamond Back Acquisition Agreement.
10
5.5 The Amendment Fee Letters duly executed.
5.6 A Certified Copy of the Diamond Back Funds Flow Memorandum.
5.7 Payment instructions in respect of all funds at the completion of the
Diamond Back Acquisition in accordance with the Diamond Back Funds Flow
Memorandum.
5.8 A Certified Copy of the Diamond Back Transaction Costs Letter.
5.9 Certified Copy of the Memorandum, in the agreed form, relating to the
IGF Liquidation.
5.10 Certified copies of each of the Structure Memorandum and Intra Group
Loan Memorandum updated to reflect the reorganisational steps to be
made upon completion of the Diamond Back Acquisition and IGF
Liquidation.
5.11 A Certified Copy of the Amended and Restated Certificate of
Incorporation of the Company.
6. OPINIONS
6.1 An Opinion from each of the counsel referred to at paragraphs 37 to 46
inclusive and 48 of Schedule 6 of the Credit Agreement, addressed to
the Facility Agent, to the effect that notwithstanding the
implementation of the matters referred to or contemplated by this
Amendment and Restatement Agreement, the Security Documents to which
their respective opinion related when issued previously in satisfaction
of paragraphs 37 to 46 inclusive and 48 of Schedule 6 of the Credit
Agreement remain valid and that the security taken pursuant thereto is
valid and subsisting and that all appropriate registrations in
connection therewith have been duly made and as to such matters
relating to Obligors within their jurisdictions and their obligations
under the Finance Documents to which they are a party as the Facility
Agent may reasonably require.
6.2 An opinion, addressed to the Facility Agent, the Security Agent and the
Banks of Xxxxx, Swedish legal advisers to the Facility Agent, the
Security Agent and the Banks, as to such matters relating to Derby
Sweden AB and its obligations under the Finance Documents to which they
are a party as the Facility Agent may reasonably require.
6.3 An opinion, addressed to the Facility Agent, the Security Agent and the
Banks of Xxxxxxxx & Xxxxx United States legal advisers to the Company,
the Security Agent and the Banks, as to the Obligors incorporated in
any state of the United States of America in respect of their
obligations under the GSIC Documents and confirming that the amendments
contemplated hereunder comply in all respects and are not inconsistent
with the terms of the Senior Notes, and the validity and enforceability
of the third amendment to the Recapitalisation Agreement.
6.4 An opinion addressed to the Facility Agent, the Security Agent and the
Banks of Xxxxxxx, Phleger & Xxxxxxxx LLP California legal advisers to
the Facility Agent, the Security Agent and the Banks, as to such
matters relating to Obligors within their jurisdictions and their
obligations under the Finance Documents to which they are a party as
the Facility Agent may reasonably require.
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6.5 An opinion, addressed to the Facility Agent, the Security Agent and the
Banks of Xxxxx & Xxxxxxxx Singapore legal advisers to the Facility
Agent, the Security Agent and the Banks, as to each matter relating to
the Vencap Holdings (1992) Pte Limited's obligations under the
Intercreditor Agreement to which they are a party as the Facility Agent
may reasonably require.
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SCHEDULE 4
THE BANKS
Name
The Chase Manhattan Bank
ABN Amro Bank N.V.
The Governor and Company of the Bank of Scotland
BHF - Bank XX
Xxxxxxxx Bank AG, Grand Cayman branch
Lloyds Bank Plc
Midland Bank plc
ScotiaBank Europe Plc
The Sumitomo Bank, Limited
Banque Nationale de Paris
Istituto Bancario San Paolo di Torino SPA
Kredietbank (Nederland) N.V.
Oldenburgische Landesbank AG
The Governor and Company of the Bank of Ireland
The Industrial Bank of Japan, Limited
The Bank of Nova Scotia
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SCHEDULE 5
THE AMENDED AND RESTATED CREDIT AGREEMENT
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The Company
THE DERBY CYCLE CORPORATION
BY: XXXXX XXXX
The Borrowers
THE DERBY CYCLE CORPORATION FOR AND ON BEHALF OF
THE COMPANIES IDENTIFIED AS BORROWERS IN SCHEDULE 1
BY: XXXXX XXXX
The Guarantors
THE DERBY CYCLE CORPORATION FOR AND ON BEHALF OF
THE COMPANIES IDENTIFIED AS GUARANTORS IN SCHEDULE 2
BY: XXXXX XXXX
The Banks
ABN AMRO BANK N.V.
By: XXXX XXXXXX
SCOTIABANK EUROPE PLC
By: XXXX XXXXXX
15
DRESDNER BANK AG, GRAND CAYMAN BRANCH
By: XXXX XXXXXX
BANK OF SCOTLAND
By: XXXX XXXXXX
MIDLAND BANK PLC
By: XXXX XXXXXX
LLOYDS BANK PLC
By: XXXX XXXXXXXX
THE SUMITOMO BANK, LIMITED
By: XXXX XXXXXX
16
BHF - BANK AG
By: XXXX XXXXXX
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By: XXXX XXXXXX
SAO PAOLO IMI SPA
By: XXXX XXXXXX
KREDIETBANK (NEDERLAND) N.V.
By: XXXX XXXXXX
BANQUE NATIONALE DE PARIS
By: XXXX XXXXXX
17
THE GOVERNOR AND COMPANY OF
THE BANK OF IRELAND
By: XXXX XXXXXX
OLDENBURGISCHE LANDESBANK AG
By: XXXX XXXXXX
THE BANK OF NOVA SCOTIA
By: XXXXX XXXX
XXXX XXXXXX
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The Facility Agent
CHASE MANHATTAN INTERNATIONAL LIMITED
By: XXXX XXXXXX
The Security Agent
CHASE MANHATTAN INTERNATIONAL LIMITED
By: XXXX XXXXXX
The Arranger
CHASE MANHATTAN PLC
By: XXXX XXXXXX
The Banks
CHASE MANHATTAN INTERNATIONAL LIMITED
AS AGENT AND SECURITY AGENT
By: XXXX XXXXXX
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