Exhibit 10.8
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 Facility Agent
CHASE MANHATTAN INTERNATIONAL LIMITED
as Security Agent
---------------------------------------------
SEVENTH AMENDMENT AGREEMENT
relating to
a facility agreement dated 12 May 1998
---------------------------------------------
CONTENTS
1. Interpretation..................................................................................... 1
2. Amendments......................................................................................... 2
3. General............................................................................................ 2
SCHEDULE 1............................................................................................ 4
The Borrowers......................................................................................... 4
SCHEDULE 2............................................................................................ 5
The Guarantors........................................................................................ 5
SCHEDULE 3............................................................................................ 7
The Banks............................................................................................. 7
SCHEDULE 4............................................................................................ 8
Immediate Amendments.................................................................................. 8
1. The definition of "Consolidated Net Worth" at Clause 1.2 (Definitions) shall be deleted and
replaced with the following:-..................................................................... 8
SCHEDULE 5............................................................................................ 11
Residual Amendments................................................................................... 11
SCHEDULE 6............................................................................................ 15
Conditions Precedent.................................................................................. 15
Exhibit 10.8
THIS AMENDMENT AGREEMENT is made on the 2 March 2000
BETWEEN:
(1) THE DERBY CYCLE CORPORATION on behalf of itself and each of THE COMPANIES
NAMED IN SCHEDULE 1 (the "Borrowers");
(2) THE DERBY CYCLE CORPORATION on behalf of itself and each of THE COMPANIES
NAMED IN SCHEDULE 2 (the "Guarantors");
(3) CHASE MANHATTAN plc (the "Arranger");
(4) CHASE MANHATTAN INTERNATIONAL LIMITED (the "Facility Agent");
(5) CHASE MANHATTAN INTERNATIONAL LIMITED (the "Security Agent"); and
(6) THE FINANCIAL INSTITUTIONS NAMED IN SCHEDULE 3 (the "Banks").
WHEREAS:
(A) By a facility agreement dated 12 May 1998 as amended and restated pursuant
to an amendment and restatement agreement dated 3 February 1999 and as
further amended pursuant to an amendment agreement dated 30 April 1999 and
as further amended pursuant to an Amendment Agreement dated 31 August 1999
and as further amended by an Amendment Agreement dated 25 November 1999 and
as further amended by an Amendment Agreement dated 17 December 1999 and as
further amended pursuant to an Amendment Agreement dated 3 February 2000
(collectively the "Facility Agreement") entered into between the parties
hereto, the Banks have agreed to make certain credit facilities available
to the Borrowers.
(B) The Parties hereto, with effect from the date hereof, have agreed to amend
the Facility Agreement in the manner set out in Schedule 4.
NOW IT IS HEREBY AGREED as follows:
1. Interpretation
Unless the context otherwise requires, words and expressions defined in the
Facility Agreement shall have the same meaning herein.
"Effective Date" means the date on which the Facility Agent has confirmed
in writing to the Company and the Banks that it has received all the
conditions precedent set out in Schedule 6 in each case, in a form and
substance satisfactory to the Facility Agent.
"Immediate Amendments" means the proposed changes to the Facility Agreement
(as more particularly detailed in Schedule 4 hereof).
"Remaining Amendments" means the proposed changes to the Facility Agreement
(other than the Financial Covenant Amendments) as more particularly
detailed in Schedule 5 hereof.
2. Amendments
Each of the parties agrees that the Immediate Amendments only shall become
effective as from the date hereof, (subject to Clause 3.9) and, the
Remaining Amendments shall become effective from the Effective Date
(subject to clause 3.9).
3. General
3.1 The Facility Agreement and this Agreement shall be read and construed
as a single document.
3.2 References in the Facility Agreement to the Facility Agreement
howsoever characterised shall with effect from the date hereof be
references to the Facility Agreement as amended by this Agreement.
3.3 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 in writing by the Banks and no Event
of Default or Potential Event of Default would occur as a result of
the Obligors entering into this Agreement.
3.4 The representations and warranties contained at Clause 18.1 of the
Facility Agreement (to the extent that such representations are
capable of being repeated in accordance with Clause 18.2 of the
Facility Agreement) shall be deemed to be incorporated herein and made
by the Company on the date of this Agreement, with reference to the
facts and circumstances existing at that time, and will be deemed
repeated by the Company on each date that a condition precedent listed
at Schedule 6 of this Agreement is delivered in accordance with this
Agreement with reference to the facts and circumstances existing at
each such time.
3.5 The Company shall reimburse the Agents and the Banks for reasonable
costs and expenses (including legal fees) incurred by them and their
professional advisers in connection with the negotiation, preparation
and execution of this Agreement and any related documentation.
3.6 This Agreement may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
when executed and delivered together shall constitute one and the same
instrument.
3.7 The Facility Agreement shall continue in full force and effect as
amended by this Agreement and, for the avoidance of doubt, each of the
Guarantors reaffirms the Guarantee contained in Clause 23 of the
Facility Agreement and agrees that such Guarantee continues in full
force and effect notwithstanding this Agreement.
3.8 Nothing contained herein shall constitute a waiver of any Event of
Default or Potential Event of Default and the Banks expressly reserve
all or any rights and remedies they may have in relation to the same.
3.9 The Company shall procure by no later than 30 days after the date of
this Agreement that it delivers to the Facility Agent a copy of the
resolutions of the members of each Obligor certified by an Authorised
Signatory (or appropriately authorised person of such Obligor)
ratifying, approving, and confirming the execution and delivery of
this Agreement by the Company as Obligors' Agent and any other
communication or documents delivered by or on behalf of each Obligor
in connection herewith.
3.10 This Agreement shall be governed by and construed in accordance with
English law.
3.11 Clause 38 (Jurisdiction) of the Facility Agreement shall be deemed to
apply as if it had been set out in full in this Agreement.
SCHEDULE 1
The Borrowers
Raleigh Industries Limited
Sturmey-▇▇▇▇▇▇ Limited
Derby Holding (Deutschland) GmbH
Koninklijke Gazelle BV
The Derby Cycle Corporation
Raleigh Industries of Canada Limited
Raleigh Europe B.V.
Raleigh B.V.
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Bike Parts GmbH
▇▇▇▇▇▇-▇▇▇▇▇▇▇ GmbH
Derby Holding Limited
Raleigh Fahrrader GmbH
Derby Cycle Werke GmbH
Raleigh International Limited
Curragh Finance Company
Raleigh Ireland Limited
SCHEDULE 2
The Guarantors
Derby Holding Limited
Raleigh Industries Limited
Raleigh International Limited
Sturmey-▇▇▇▇▇▇ Limited
Raleigh Industries of Canada Limited
The Derby Cycle Corporation
Raleigh BV
Raleigh Europe BV
Koninklijke Gazelle BV
Derby Nederland BV
Derby Holding BV
Sturmey-▇▇▇▇▇▇ Europa BV
Lyon Investments BV
Derby Holding (Deutschland) GmbH
Raleigh Fahrrader GmbH
NW Sportgerate GmbH
Derby Cycle Werke GmbH
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Bike Parts GmbH
Univega Worldwide Licence GmbH
Univega Beteiligungen GmbH
Univega Bikes & Sports Europe GmbH
Derby Fahrrader GmbH
Derby WS Vermogenswerwaltungs GmbH
▇▇▇▇▇▇-▇▇▇▇▇▇▇ GmbH
Curragh Finance Company
Raleigh Ireland Limited
InterDerby Group Finance N.V.
The British Cycle Corporation Limited
BSA Cycles Limited
Triumph Cycle Co. Limited
Raleigh (Services) Limited
Derby Sweden AB
SCHEDULE 3
The Banks
Name
The Chase Manhattan Bank
ABN Amro Bank N.V.
Bank of Scotland
BHF - Bank ▇▇
▇▇▇▇▇▇▇▇ Bank AG, New York and Grand Cayman
Branches
Lloyds TSB Bank Plc
HSBC Bank Plc
Scotia Bank Europe plc
The Bank of Nova Scotia
The Sumitomo Bank, Limited
Banque Nationale de Paris
San Paolo IMI SPA
KBC Bank (Nederland) N.V.
Oldenburgische Landesbank AG
The Governor and Company of the Bank of Ireland
The Industrial Bank of Japan, Limited
SCHEDULE 4
Immediate Amendments
1. The definition of "Consolidated Net Worth" at Clause 1.2 (Definitions)
shall be deleted and replaced with the following:-
"Consolidated Net Worth" means the amount (including any additional paid in
capital) for the time being paid up or credited as paid up on the issued
share capital of the Company (other than any Excluded Share Capital):
plus an amount (of up to $45,000,000) in respect of the value attributable
to equity retained by on or behalf of DFS;
plus any amount standing to the credit of, or (as the case may be) minus
any amount standing to the debit of the consolidated income statement of
the Group before any adjustment made in respect of dividends on any class
of shares of the Company to the extent that the holder of such share(s) is
only entitled to receive, in respect thereof, payment in kind, and not cash
or other assets. For the avoidance of doubt, the net income of $5,588,000
loss reported in the audited consolidated Financial Accounts of the Group
for the Accounting Period ended 31 December 1998 is the only amount
credited or debited to the audited consolidated Financial Accounts for the
Accounting Period ended 31 December 1998 which shall be included in the
definition of Consolidated Net Worth;
plus for the period from 6 March 2000 to 31 December 2000 only, the
aggregate amount of principal outstanding under the GSIC Notes (but
excluding for the avoidance of doubt any interest (whether in cash or in
kind) or any other amount accruing thereon);
minus any amount included in the above which is attributable to (a) the
aggregate of all goodwill (to the extent created or purchased after
Closing), titles, trademarks, copyrights, patents, capitalised research and
development expenditure (other than research and development expenditure
which is capitalised in accordance with the accounting policies of the
Company in force at the date of this Agreement) and other intangible
assets, and (b) any upwards revaluation of assets by any Group Member after
Closing; and
minus (to the extent otherwise included) the amount attributable to the
interests (if any) of outside holders of issued share capital in any Group
Member other than the Company other than RIC Preference Shares for so long
as the same are exchangeable solely for B Common Stock and carry no rights
greater than as at the date of this Agreement and RIC is prohibited from
redeeming such RIC Preference Shares pursuant to the provisions of this
Agreement.
For the purposes of the foregoing, no items shall be effectively taken into
account more than once in this calculation and all items shall be
calculated on a consolidated basis and (subject only as may be required in
order to reflect the express inclusion or exclusion of items as specified
in this definition) in accordance with the Applicable Accounting Principles
and, where the calculation is being made as at the end of any Accounting
Period for which a consolidated balance sheet of the Group has been or is
required to be delivered to the Facility Agent hereunder, shall be as
determined from that balance sheet.
3. The financial undertakings listed in Clause 20 (Financial Undertakings)
shall be amended as follows:-
3.1 The ratios specified in Column 2 of the table in Clause 20.2(a)
(Interest Cover) for the following Accounting Periods ending on the
Accounting Dates specified below only shall be deleted and replaced
with the following:
Accounting Date Ratio
2 April 2000 1.20 : 1
2 July 2000 1.25 : 1
1 October 2000 1.35 : 1
31 December 2000 1.45 : 1
3.2 The amounts specified in Column 2 of the table in Clause 20.2(b)
(Consolidated Net Worth) for the following Accounting Periods only
shall be deleted and replaced with the following:
Period Consolidated Net Worth ($)
1 January 2000 - 5 March 2000 101,000,000
6 March 2000 - 4 June 2000 115,000,000
5 June 2000 - 2 July 2000 120,000,000
3.3 Clause 20.2(c) (the ratio of Net Average Financial Indebtedness to
Consolidated Adjusted EBITDA) shall be amended by deleting the
following Accounting Dates (and corresponding ratios) only from the
table contained in such clause:
Accounting Date Ratio
7 April 2000 5.45 : 1
2 July 2000 5.30 : 1
1 October 2000 5.15 : 1
3.4 The amounts specified in Column 2 of the table in Clause 20.2(d)
(Consolidated Adjusted EBITDA) for the following periods ending on the
Accounting Dates set out below only shall be deleted and replaced with
the following:
Accounting Date Amount ($)
2 April 2000 25,000,000
2 July 2000 25,000,000
1 October 2000 26,300,000
31 December 2000 28,500,000
3.5 The Accounting Periods set out in Column 1 of the table in Clause
20.2(g) (Aggregate Group Financial Indebtedness) shall be amended by
adding the following to the table in clause 20.2(g):
Accounting Date Amount ($)
1 January 2000 to (and including) 6 February 2000 95,000,000
7 February 2000 to (and including) 5 March 2000 110,000,000
6 March 2000 to (and including) 2 April 2000 110,000,000
3 April 2000 to (and including) 7 May 2000 110,000,000
8 May 2000 to (and including) 4 June 2000 93,000,000
5 June 2000 to (and including) 2 July 2000 77,000,000
3 July 2000 to (and including) 6 August 2000 55,000,000
7 August 2000 to (and including) 3 September 2000 45,000,000
4 September 2000 to (and including) 1 October 2000 45,000,000
2 October 2000 to (and including) 5 November 2000 60,000,000
6 November 2000 to (and including) 3 December 2000 75,000,000
4 December 2000 to (and including) 31 December 2000 75,000,000
3.6 The number of Inventory Days specified in Column 2 of the table in
Clause 20.2(f) (Inventory Days) for the following Accounting Periods
ending on the Accounting Dates specified below only shall be deleted
and replaced with the following:
Column 1 Column 2
1 January 2000 until (and including) 1 October 2000 105
2 October 2000 until (and including) 31 December 2000 102
1 January 2001 and all times thereafter 100
SCHEDULE 5
Residual Amendments
1. Clause 1.1 (Definitions) shall be amended by the insertion of the following
amendments:
"▇▇▇▇▇▇▇▇.▇▇▇" means ▇▇▇▇▇▇▇▇.▇▇▇, Inc;
"▇▇▇▇▇▇▇▇.▇▇▇ Licence" means the licence in an agreed form to be granted by
the Company to ▇▇▇▇▇▇▇▇.▇▇▇ to enable Bikeshop to utilise certain
Intellectual Property Rights as will be more particularly set out therein;
"▇▇▇▇▇▇▇▇.▇▇▇ Intellectual Property Rights" means all Intellectual Property
Rights in which ▇▇▇▇▇▇▇▇.▇▇▇ has legal and beneficial title or otherwise is
entitled to use in relation to its business;
"▇▇▇▇▇▇▇▇.▇▇▇ Security Documents" means such security documents as the
Security Agent in its absolute discretion may require from ▇▇▇▇▇▇▇▇.▇▇▇,
the Company or any other Person to grant in respect of, and over the assets
of ▇▇▇▇▇▇▇▇.▇▇▇ and all other documents ancillary or incidental thereto,
each in an agreed form;
"▇▇▇▇▇▇▇▇.▇▇▇ Share Pledge" means the amendment to the US Pledge Agreement
in an agreed form to be granted by the Company to the Security Agent over
its shares in ▇▇▇▇▇▇▇▇.▇▇▇;
"▇▇▇▇▇▇▇▇.▇▇▇ Stock Option Plan" means a stock option plan in an agreed
form to be prepared by the ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, US legal advisors to the
Company;
"▇▇▇▇▇▇▇▇.▇▇▇ Information Memorandum" means the memorandum in an agreed
form to be prepared by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ detailing the business of
▇▇▇▇▇▇▇▇.▇▇▇ and its operations.
Clause 18.1 (cc) (US Security Documents) shall be deleted and replaced with
the following:
"(cc) U.S. Security Documents:
(i) each of the U.S. Pledge Agreement and the ▇▇▇▇▇▇▇▇.▇▇▇ Share
Pledge is, or when executed will be, effective to create in
favour of the Security Agent for the rateable benefit of the
Secured Beneficiaries (as defined in each such document) a
legal, valid and enforceable security interest in Collateral
(as defined in each such document) and, when such Collateral is
pledged and delivered to the Security Agent, the U.S. Pledge
Agreement and the ▇▇▇▇▇▇▇▇.▇▇▇ Share Pledge shall constitute a
fully perfected first priority lien on, and security interest
in all right, title and interest of the pledgors thereunder in
such Collateral, in each case prior and superior in right to
any other person, subject to Permitted Encumbrances that have a
priority as a matter of law;
(ii) each of the U.S. Security Agreement and each of the
▇▇▇▇▇▇▇▇.▇▇▇ Security Documents (other than which relate to the
▇▇▇▇▇▇▇▇.▇▇▇ Intellectual Property Rights) is, or when executed
will be, effective to create in favour of the Security Agent
for the rateable benefit of the Secured Beneficiaries (as
defined in each such document) and, when financing statements
in appropriate form are filed in the offices specified in
Schedule 5 to the Perfection Certificate (as defined in the US
Security Agreement) or in such
other offices as are required, each of the U.S. Security
Agreement and each of the ▇▇▇▇▇▇▇▇.▇▇▇ Security Documents
(other than which relate to the ▇▇▇▇▇▇▇▇.▇▇▇ Intellectual
Property Rights) shall create a fully perfected lien on, and
security interest in, all right, title and interest of the
grantors thereunder in Collateral (as defined in each such
document) in which a security interest may be perfected by
the filing of financing statements, in each case prior and
superior in right to any other person, other than with
respect to Permitted Encumbrances that have a priority as a
matter of law;
(iii) to the extent that the laws of the United States are
applicable thereto, when the U.S. Patent and Trademark
Security Agreement, the U.S. Patent Assignment for Security
Purposes and each of the ▇▇▇▇▇▇▇▇.▇▇▇ Security Documents
which relate to the ▇▇▇▇▇▇▇▇.▇▇▇ Intellectual Property
Rights (the "US IP Security Documents") are recorded in the
United States Patent and Trademark Office and all relevant
offices, the U.S. IP Security Documents shall create a fully
perfected lien on, and security interest in, all right,
title and interest of the grantors thereunder in the
federally registered and applied for Patents and Trademark
Collateral (as defined in the U.S. IP Security Documents),
in each case prior and superior in right to any other Person
(it being understood that subsequent recordings in the
United States Patent and Trademark Office and the United
States Copyright Office or such other relevant office may be
necessary to perfect a lien on U.S. registered, trademarks,
trademark applications, U.S. patents and patent applications
copyrights and all other intellectual property rights
acquired by the grantors after the date hereof and the
registration of any copyright may be required to perfect a
lien in such copyright), subject to Permitted Encumbrances
that have a priority as a matter of law;
2. Clause 19.5(b) shall be amended by inserting a new subclause (xiii) as
follows:
"(xiii) disposals of assets by the Company to ▇▇▇▇▇▇▇▇.▇▇▇ to enable the
capitalisation of ▇▇▇▇▇▇▇▇.▇▇▇ in accordance with the
▇▇▇▇▇▇▇▇.▇▇▇. Information Memorandum provided that the aggregate
value of such assets does not exceed $1,000,000."
3. Clause 19.5 (c) (iii) (Loans out) shall be deleted and replaced with the
following:
"(iii) (in addition to paragraphs (i) and (ii)) Financial Indebtedness in
an aggregate principal amount (for the Group as a whole) not
exceeding $3,750,000 (or the equivalent in other currencies) at
any time where the aggregate of all Financial Indebtedness in
excess of $250,000 are loans by the Company for the purchase by
management of shares in the Company and loans by ▇▇▇▇▇▇▇▇.▇▇▇ for
the purchase by management of shares in ▇▇▇▇▇▇▇▇.▇▇▇ and provided
that such sub-limit shall be reduced by the amount by which loans
made by the Company or, as the case may be ▇▇▇▇▇▇▇▇.▇▇▇, to their
respective management to enable the purchase of shares in the
Company, or as the case may be, ▇▇▇▇▇▇▇▇.▇▇▇, are repaid in cash.
For the avoidance of doubt the aggregate of all loans in cash to
any person may not exceed $250,000".
4. Clause 19.5 (m) (ii) (Subsidiaries) shall be deleted and replaced with the
following:
"Save to the extent permitted by Clause 19.5(d) the Company shall not
acquire any Subsidiaries which are not Subsidiaries immediately following
the Closing or acquire any business after the Closing or enter into any
agreement which it may be or become bound to acquire any Subsidiary or
business other than ▇▇▇▇▇▇▇▇.▇▇▇ in accordance with the ▇▇▇▇▇▇▇▇.▇▇▇
Information Memorandum, or unless such Subsidiary is incorporated in the
United Kingdom and each of the provisions of this Agreement and the Finance
Documents are complied with;"
5. A new Clause 19.5(ac) (▇▇▇▇▇▇▇▇.▇▇▇) shall be added as follows:
"Notwithstanding any other provision of this Agreement the Company shall
not and shall procure that:
(i) it will not dispose of any of its shares in ▇▇▇▇▇▇▇▇.▇▇▇ without the
prior written consent of the Facility Agent (acting in accordance
with the instructions of the Super Majority Banks) and on such terms
and conditions as the Facility Agent shall require;
(ii) ▇▇▇▇▇▇▇▇.▇▇▇ shall not issue shares other than in accordance with
the ▇▇▇▇▇▇▇▇.▇▇▇ Stock Option Plan and provided further that the
provisions of such ▇▇▇▇▇▇▇▇.▇▇▇ Stock Option shall be (A)
substantially in the form of the management stock option purchase
agreement made between the Company and its employees pursuant to
which the Company has issued shares to employees as permitted
pursuant to Clause 19.5(w)(b) (the "DCC Stock Option"); and (B)
shall not permit the issue of more than in aggregate 25 per cent of
the issued shares of ▇▇▇▇▇▇▇▇.▇▇▇ both in terms of voting rights and
in value; and (C) permit any employee any greater rights than under
the DCC Stock Option;
(iii) ▇▇▇▇▇▇▇▇.▇▇▇ shall not redeem, repurchase, retire, return or repay
any of its share capital or resolve to do so provided that,
▇▇▇▇▇▇▇▇.▇▇▇ may, provided that no Event of Default has occurred and
is outstanding or would result as a consequence, issue shares to
employees in accordance with ▇▇▇▇▇▇▇▇.▇▇▇ Stock Option Plan; and
(iv) ▇▇▇▇▇▇▇▇.▇▇▇ shall not dispose of any Intellectual Property Rights
in which it has legal and beneficial title or otherwise uses or
requires in relation to its business without the prior written
consent of the Facility Agent ( acting in accordance with the
instructions of the Super Majority Banks) and on such terms and
conditions as the Facility Agent shall require. Any other assets of
▇▇▇▇▇▇▇▇.▇▇▇ may be disposed of in accordance with Clause 19.5(b)."
6. Clause 3 of Schedule 14 shall be deleted and replaced with the following:
"3. UNITED STATES OF AMERICA
(a) Security Agreement The Derby Cycle Corporation
(b) US Law Share Pledge over shares in the
following:
(i) Derby Trading Co. Inc.
(ii) Lyon Investments BV (66 /2/3/%) The Derby Cycle Corporation
(iii) Sturmey-▇▇▇▇▇▇ Limited (66 /2/3/%)
(iv) Derby Holding BV (66 /2/3/%)
(v) Raleigh Industries of Canada Limited (66 /2/3/%)
(vi) Derby Holding (Deutschland) GmbH (5%)
(c) US Patent Assignment for Security Purposes The Derby Cycle Corporation
(d) US Patent and Trademark Security Agreement The Derby Cycle Corporation
(e) US Amendment to Security Agreement The Derby Cycle Corporation
(f) US Amendment to Patent and Trademark Security The Derby Cycle Corporation
Agreement
(g) US Patent Assignment for Security Purposes The Derby Cycle Corporation
(h) Leasehold Deed of Trust The Derby Cycle Corporation
(i) The Bikeshop Share Pledge The Derby Cycle Corporation
(j) The ▇▇▇▇▇▇▇▇.▇▇▇ Security Documents
SCHEDULE 6
Conditions Precedent
1. A Borrower Accession Agreement and a Guarantor Accession Agreement duly
executed by Derby Holding BV and ▇▇▇▇▇▇▇▇.▇▇▇ respectively together with
each of the documents listed in Schedule 5 of the Facility Agreement
(Documents to Accompany Additional Borrower/Guarantor Accession Agreement).
2. The ▇▇▇▇▇▇▇▇.▇▇▇ Information Memorandum.
3. The ▇▇▇▇▇▇▇▇.▇▇▇ Stock Option Plan.
4. The ▇▇▇▇▇▇▇▇.▇▇▇ Security Documents.
5. The ▇▇▇▇▇▇▇▇.▇▇▇ Share Pledge.
6. The ▇▇▇▇▇▇▇▇.▇▇▇ Licence.
7. In respect of the Company:
(a) a Certified Copy of the resolutions of the board of directors of the
Company:
(i) authorising the execution, delivery and performance on behalf of
the Company of the ▇▇▇▇▇▇▇▇.▇▇▇ Share Pledge; and
(ii) authorising a Person or Persons (by name, or to the extent that
the same is permitted so as to bind the Company by applicable
laws, by title) (each an "Authorised Signatory") specified
therein to execute on behalf of the Company, the ▇▇▇▇▇▇▇▇.▇▇▇
Share Pledge and to give any notices or certificates required in
connection with therewith;
(b) a certificate of an Authorised Signatory of the Company in the agreed
terms to the effect that the execution of the ▇▇▇▇▇▇▇▇.▇▇▇ Share
Pledge by the Company is lawful and complies with its constitution.
(c) a certificate signed by the Company certifying that the Certificate of
Incorporation and other constitutional documents delivered to the
Facility Agent on or about 3 February 1999 remain unaltered and in
full force and effect.
8. At least three copies of the ▇▇▇▇▇▇▇▇.▇▇▇ Share Pledge duly executed by all
the parties thereto other than the Facility Agent and/or the Security Agent
together with:
(i) share certificates in respect of any and all shares the subject matter
of the security created by the ▇▇▇▇▇▇▇▇.▇▇▇ Share Pledge and (if
applicable) stock powers, executed in blank or other instruments of
transfer satisfactory to the Security Agent, in respect thereof and
undated letters of resignation from each of the relevant directors
together with irrevocable authority for the Facility Agent to date the
same, and all title documents relating to any land or buildings
mortgaged or otherwise charged by the 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;
(ii) copies of all notice required to be despatched pursuant to the
▇▇▇▇▇▇▇▇.▇▇▇ Share Pledge duly completed by an Authorised Signatory.
9. ▇▇▇▇▇▇▇▇.▇▇▇ Security Documents
10. Such other evidence or documents as the Facility Agent may in its absolute
discretion require in relation to or in connection with ▇▇▇▇▇▇▇▇.▇▇▇
including for the avoidance of doubt, any opinions to be provided by
appropriate legal advisors to ▇▇▇▇▇▇▇▇.▇▇▇.
THE DERBY CYCLE CORPORATION )
for itself and on behalf of each of the )
Borrowers and Guarantors as Obligors' Agent )
By:
CHASE MANHATTAN INTERNATIONAL )
LIMITED for itself and as the Facility )
Agent and Security Agent and for and on behalf )
of the Arranger and each of the Banks (other )
than Lloyds TSB Bank Plc, Scotia Bank Europe )
plc and The Bank of Nova Scotia) )
By:
LLOYDS TSB BANK PLC
By:
SCOTIA BANK EUROPE PLC
By:
THE BANK OF NOVA SCOTIA
By:
