THE DERBY CYCLE CORPORATION AND OTHERS
as Borrowers and/or Guarantors
▇.▇. ▇▇▇▇▇▇ 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
Dated 12 May 1998
-------------------------------------------------
CONTENTS
Clause Page
1. Interpretation................................. 2
2. Amendment Of The Credit Agreement.............. 3
3. Representations And Warranties................. 4
4. Conditions Precedent And Conditions Subsequent. 5
5. Undertakings................................... 5
6. Acknowledgement And Consent By Guarantors...... 6
7. Fees And Costs................................. 6
8. Miscellaneous.................................. 6
9. Jurisdiction................................... 7
10. Governing Law.................................. 8
Schedule 1 The Borrowers......................... 9
Schedule 2 Guarantors............................ 10
Schedule 3.......................................... 12
Part 1 Conditions Precedent Documentation....... 12
Part 2 Conditions Subsequent Documentation...... 13
Schedule 4 The Original Banks.................... 14
Schedule 5 The Additional Banks.................. 15
Schedule 6 Bank Accounts......................... 16
Schedule 7 Amendments To The Credit Agreement.... 22
THIS AMENDMENT AGREEMENT is made the 23rd day of January 2001
BETWEEN
(1) THE DERBY CYCLE CORPORATION, a company incorporated in Delaware, United
States of America, having its principal office at 300 First Stamford Place,
Stamford, CT069026765, U.S.A (the "Company");
(2) THE COMPANIES identified as Borrowers in Schedule 1;
(3) THE COMPANIES as identified as Guarantors in Schedule 2;
(4) ▇.▇. ▇▇▇▇▇▇ plc (the "Arranger");
(5) THE FINANCIAL INSTITUTIONS identified as banks in Schedule 4 (the "Original
Banks");
(6) THE FINANCIAL INSTITUTIONS identified as banks in Schedule 5 (the
"Additional Banks");
(7) CHASE MANHATTAN INTERNATIONAL LIMITED (the "Facility Agent");
(8) CHASE MANHATTAN INTERNATIONAL LIMITED (the "Security Agent").
WHEREAS:
(A) By a credit agreement dated 12 May 1998 (as amended and restated in the
Amendment and Restatement Agreement, as amended by this Agreement and
otherwise as amended from time to time, the "Credit Agreement") and made
between each of the parties hereto (other than Deutsche Bank London AG
which has replaced San Paolo IMI SPA as an Original Bank), the Original
Banks agreed to make certain credit facilities available to the Borrowers
on the terms and conditions set out therein.
(B) In accordance with the terms of Clause 6 of the Credit Agreement, the
Obligors' Agent wishes to make a utilisation of the Facilities but is
unable to complete the Drawdown Request because of the occurrence of the
Specified Defaults which are continuing.
(C) The Banks have agreed to waive the Specified Defaults to allow the
utilisation to take place subject to the terms and conditions of this
Agreement such that each of the parties hereto has agreed that the Credit
Agreement be amended as set out in this Agreement.
NOW IT IS HEREBY as follows:
1. INTERPRETATION
1.1 In this Agreement:
"Amendment and Restatement Agreement" means the Amendment and Restatement
Agreement dated 22 November 2000 and made between each of the parties
hereto (other than Deutsche Bank London AG which has replaced San Paolo IMI
SPA as an Original Bank);
"Bank Accounts" means all of the bank accounts of the Obligors which are
located in Germany and Austria and the Czech Republic and includes, without
limitation, the Uncharged Bank Accounts and the Charged Bank Accounts;
"Canadian Subsidiary" means Raleigh Industries of Canada Limited which is
also known as Les Industries Raleigh du Canada Limitee;
"Charged Accounts" means each of the Bank Accounts the details of which are
set out in Schedule 6 Part 2 and which includes all of the Bank Accounts
which are specifically charged as well as all of the Bank Accounts which
are charged by virtue of being accounts held with the Banks;
"Diamondback Fitness" means the operating division of the Company known as
"Diamondback Fitness";
"Dutch Guarantor" means each Guarantor incorporated in the Netherlands;
"Effective Date" means the date on which the Facility Agent has confirmed
to the Company and the Banks that it has received satisfactory evidence
that all of the conditions precedent set out in Schedule 3 Part 1 have been
met, in each case in a form and substance satisfactory to the Facility
Agent.
"Non-Core Assets" means certain Subsidiaries of the Group and their assets
as agreed from time to time between the Company and the Facility Agent;
"Specified Defaults" means the Events of Default and the Potential Events
of Default which have been notified in writing to the Agents and the Banks
prior to the date of this Agreement; and
"Uncharged Accounts" means each of the Bank Accounts the details of which
are set out in Schedule 6 Part 1.
1.2 Terms and expressions defined in the Credit Agreement shall have the same
meanings herein unless the context otherwise requires or unless otherwise
defined in this Agreement.
2. AMENDMENT OF THE CREDIT AGREEMENT
2.1 Amendment
On the Effective Date the Credit Agreement shall be amended as set out in
the Schedule 7.
2.2 Waiver
For the purposes (and only for the purposes) of permitting the utilisation
by the Obligors' Agent of the Facilities referred to in Recital B, each of
the Banks hereby agrees to waive the Specified Defaults provided that
nothing in this Clause or otherwise in this Agreement shall prejudice the
rights of the Agents or the Banks under the Credit Agreement to take any
action hereafter in relation to the Specified Defaults. In
addition, and notwithstanding anything to the contrary in this Agreement,
nothing in this Agreement shall constitute a waiver, or prejudice the
exercise by the Agent and/or the Banks, of any of the other and/or future
rights granted to the Banks under the Credit Agreement.
3. REPRESENTATIONS AND WARRANTIES
Each Obligor hereby represents and warrants to the Agents and the Banks
that:
3.1 after the Effective Date there will exist no Event of Default or Potential
Event of Default under the Credit Agreement other than the Specified
Defaults;
3.2 after the Effective Date all representations and warranties contained in
the Credit Agreement and the other Finance Documents are true, correct and
complete in all material respects on and as at the date hereof except to
the extent such representations and warranties specifically relate to an
earlier date, in which case they were true, correct and complete in all
material respects on and as at such earlier date;
3.3 after the Effective Date each Obligor has performed all agreements to be
performed on its part as set out in the Credit Agreement;
3.4 each Obligor is duly organised and validly existing under the laws of the
jurisdiction of its organisation and has all necessary power and authority
to execute and delivery this Agreement and to perform the transactions
contemplated hereby;
3.5 neither the execution and delivery of this Agreement, nor the performance
of the transactions contemplated hereby, violates or will violate (i) any
law, regulation, decree or other legal restriction applicable to any
Obligor; (ii) the charters, by-laws or other constitutional documents of
any Obligor; or (iii) any instrument or agreement to which any Obligor or
any of its assets is subject or by which it is bound;
3.6 there is no legal requirement of any governmental authority (including any
requirement to make any declaration, filing or registration or to obtain
any consent, approval, licence or order) which is necessary to be met by
the Company or any other Obligor in connection with its execution, delivery
or performance of this Agreement save for the filing or registration of any
security documents entered into in accordance with paragraph 1 of Schedule
3 Part 2 of this Agreement, all of which filings and registrations will be
effected promptly after execution;
3.7 this Agreement has been duly authorised, executed and delivered by each of
the Obligors and this Agreement, the Credit Agreement and the other Finance
Documents to which any Obligor is a party, constitute the legal, valid and
binding obligations of such Obligor;
3.8 all information provided to the Facility Agent in connection with this
Agreement was or will be as at the time it was given, true, in all respects
(save for minor typographical errors) (or, in the case of information
provided by any Person other than the Company or its advisers, as far as
the board of directors is aware, was true to the best of its
knowledge or belief at the date supplied) and each Obligor represents that
no circumstances have arisen, or any event has occurred between the date
when such information was provided to the Facility Agent and the date
hereof which would render such information to be untrue, inaccurate or
incomplete in any respect;
3.9 subject to the terms of Clause 5.2 of this Agreement all of the conditions
subsequent set out in paragraph 1 of Schedule 3, Part 2 of the Amendment
and Restatement Agreement (including, without limitation, any filings or
registrations required in relation to any security documents referred to
therein) have been satisfied; and
3.10 there are no Bank Accounts other than the Charged Accounts and the
Uncharged Accounts.
4. CONDITIONS PRECEDENT AND CONDITIONS SUBSEQUENT
4.1 Without prejudice to the generality of Clause 2, the obligations of each
Finance Party to the Company and the Borrowers under the Credit Agreement
in relation to the Facilities are subject to the fulfilment of all
conditions precedent set out in of Schedule 3, Part 1 hereof.
4.2 The Company and the Borrowers undertake that the conditions subsequent set
out in (i) paragraph 1 of Schedule 3, Part 2 shall be completed within 30
days from the date of this Agreement, (ii) paragraph 2 of Schedule 3, Part
2 shall be completed within 15 days from the date of this Agreement,
(iii) paragraph 3 of Schedule 3, Part 2 shall be completed within 10 days
from the date of this Agreement and (iv) paragraph 4 of Schedule 3, Part 2
shall be completed within 15 days of the date upon which counsel to the
Banks confirms to the Facility Agent the details and extent of the security
which can be taken (provided that, only in the case of the conditions
precedent referred to in sub-paragraphs (ii) to (iv) above, the relevant
date may be extended by the Facility Agent acting in its absolute
discretion to a date on which the relevant condition subsequent shall be
satisfied) .
5. UNDERTAKINGS
Each Obligor undertakes to the Agents and the Banks that:
5.1 it shall use its best endeavours to ensure that each Dutch Guarantor shall
negotiate in good faith with the Agents and the Banks to vary the
contractual limitation contained in the parentheses in the first paragraph
of Clause 23.1 of the Credit Agreement so that each Dutch Guarantor is
liable under the Credit Agreement to the maximum extent permitted by Dutch
law;
5.2 notwithstanding anything to the contrary in this Agreement, the Amendment
and Restatement Agreement or the Credit Agreement, no Obligor shall, after
the date of this Agreement, enter into any Hedging Protection Agreements
without the prior written consent of the Super Majority Banks; and
5.3 it shall use its best endeavours to ensure that (i) the Company sells all
of the Non-Core Assets within a timescale (the "Disposal Timescale")
acceptable to the Banks (such
timescale to be delivered to the Banks in accordance with the terms of
Clause 4.2 hereof) and (ii) the Company pays an amount equal to the
proceeds of the sale of such Non-Core Assets (net of the reasonable costs
and expenses, including any applicable Taxes, incurred in arranging or
effecting such disposal as agreed between the Company and the Agents and,
in the case of any disposal of any member of the South African Group, after
repayment of any Financial Indebtedness owing under local banking
facilities granted to such member of the South African Group) to the
Facility Agent which shall apply the same in prepayment and cancellation of
the Facilities in accordance with the terms of Clause 11.14 unless
otherwise agreed by all of the Banks in their sole and absolute discretion.
6. ACKNOWLEDGEMENT AND CONSENT BY GUARANTORS
Each of the Guarantors hereby acknowledges that it has read this Agreement
and consents to the terms hereof and further hereby confirms and agrees
that, notwithstanding the effectiveness of this Agreement, the obligations
of such Guarantor under its respective Guarantee shall not be impaired or
affected and such Guarantee is and shall continue to be in full force and
effect and is hereby confirmed and ratified in all respects.
7. FEES AND COSTS
The Company shall reimburse the Agents and the Banks for all costs and
expenses (including legal fees incurred by both DLA and ▇▇▇▇▇▇▇▇ Chance and
fees incurred by KPMG in connection with their role as professional
advisers to the Agents and the Banks) properly incurred by them and their
professional advisers in considering the position of the Group under the
Credit Agreement.
8. MISCELLANEOUS
8.1 Counterparts
This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
8.2 Signature pages may be detached from multiple separate counterparts and
attached to a single document so that all signature pages are physically
attached to the same document.
8.3 Contracts (Rights of Third Parties) Act
A person who is not a party to this Agreement shall have no right under the
Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce any of its terms.
8.4 Finance Documents
The Facility Agent hereby notifies the Company in accordance with the terms
of the Credit Agreement that this Agreement shall be a Finance Document for
the purposes of the Credit Agreement.
9. JURISDICTION
9.1 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 Agreement or any of the other
Senior Finance Documents and therefore irrevocably submits to the
jurisdiction of those courts.
9.2 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 Agreement or any of the other Senior Finance Documents
in any other court of competent jurisdiction, whether concurrently or not.
9.3 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 on it by being delivered to Derby Holding Limited at ▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ 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 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.
9.4 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.
10. GOVERNING LAW
This Agreement is governed by and shall be construed in accordance with
English Law.
THE PARTIES have entered into this Agreement on the date stated at the
beginning.
SCHEDULE 1
THE BORROWERS
Name Jurisdiction Of Incorporation
---- -----------------------------
Raleigh Industries Limited England And Wales
The Derby Cycle Corporation Limited (formerly England and Wales
Sturmey-▇▇▇▇▇▇ Limited)
Derby Holding (Deutschland) GmbH Germany
Koninklijke Gazelle B.V. Netherlands
Raleigh Industries of Canada Limited Canada
Raleigh Europe B.V. Netherlands
Raleigh B.V. Netherlands
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Bike Parts GmbH Germany
▇▇▇▇▇▇-▇▇▇▇▇▇▇ 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
Derby Holding BV Netherlands
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
Derby Cycle Corporation Limited (formerly England and Wales
Sturmey-▇▇▇▇▇▇ Limited)
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
Lyon Investments BV Netherlands
Derby Holding (Deutschland) GmbH Germany
Raleigh Fahrrader GmbH Germany
NW Sportger te GmbH Germany
Derby Cycle Werke GmbH Germany
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Bike Parts GmbH Germany
Univega Worldwide Licence GmbH Germany
Univega Beteiligungen GmbH Germany
Univega Bikes & Sports Europe GmbH (formerly Germany
MS Sport Vertriebs GmbH)
Derby Fahrrader GmbH Germany
Derby ▇▇ ▇▇▇▇ genswerwaltungs GmbH Germany
▇▇▇▇▇▇-▇▇▇▇▇▇▇ GmbH Germany
Curragh Finance Company Ireland
Raleigh Ireland Limited Ireland
The British Cycle Corporation Limited England and Wales
Raleigh (Services) Limited England and Wales
Triumph Cycle Company Limited England and Wales
BSA Cycles Limited England and Wales
Derby Sweden AB Sweden
▇▇▇▇▇▇▇▇.▇▇▇, Inc. The United States of America
SCHEDULE 3
Part 1
Conditions Precedent Documentation
1. RESOLUTIONS
A copy of the resolutions of the Board of the Company certified by the
Secretary (or appropriately authorised person) of the Company approving
this Agreement and the terms of the Credit Agreement as amended pursuant
hereto and authorising the execution and delivery of this Agreement and any
other communications or documents to be delivered by the Company hereunder
and thereunder and confirming that the authority granted by each of the
Obligors to the Company as set out in Clause 2.3(c) of the Credit Agreement
has not been rescinded, amended or otherwise waived.
2. MISCELLANEOUS
2.1 An executed copy of this Agreement;
2.2 A letter from the Company detailing the Specified Defaults; and
2.3 Evidence that all costs and expenses (including legal fees incurred by both
DLA and ▇▇▇▇▇▇▇▇ Chance and fees incurred by KPMG in connection with their
role as professional advisers to the Agents and the Banks) properly
incurred by the Agents and the Banks and their professional advisers in
considering the position of the Group under the Credit Agreement have been
paid.
Part 2
Conditions subsequent documentation
1. A copy of the resolutions of the Board (or, as appropriate, the equivalent
in jurisdictions other than England and Wales) of each Obligor (other than
the Company) certified by the Secretary thereof (or appropriately
authorised person) of such Obligor approving this Agreement and the terms
of the Credit Agreement as amended pursuant hereto and authorising the
execution and delivery of this Agreement and any other communications or
documents to be delivered by such Obligor hereunder and thereunder and
confirming that the authority granted by each of the Obligors to the
Company as set out in Clause 2.3(c) of the Credit Agreement has not been
rescinded, amended or otherwise waived;
2. Such security as German counsel to the Banks may advise is available under
German law over all of the Uncharged Accounts;
3. A copy of the Disposal Timescale;
4. Such security documents as local counsel shall advise over all the
property, undertaking and assets of any member of the South African Group.
SCHEDULE 4
The Original Banks
Name
ABN Amro Bank N.V.
BHF - Bank AG
BNP Paribas
Deutsche Bank London ▇▇
▇▇▇▇▇▇▇▇ Bank AG, New York and Grand Cayman branch
HSBC Bank plc
KBC Bank (Nederland) NV
Lloyds TSB Bank Plc
Oldenburgische Landesbank AG
Scotiabank Europe plc
The Bank of Nova Scotia
The Chase Manhattan Bank
The Governor and Company of the Bank of Scotland
The Governor and Company of the Bank of Ireland
The Industrial Bank of Japan, Limited
The Sumitomo Bank, Limited
SCHEDULE 5
The Additional Banks
ABN Amro Bank N.V.
BNP Paribas
HSBC Bank plc
KBC Bank (Nederland) NV
Lloyds TSB Bank Plc
The Chase Manhattan Bank
SCHEDULE 6
BANK ACCOUNTS
Part 1
Uncharged Accounts
-----------------------------------------------------------
E WIENER BIKE PARTS GMBH
Account Number Account Number
-----------------------------------------------------------
Raiffeisenbank Attersee Sued
-----------------------------------------------------------
Commerzbank
-----------------------------------------------------------
Part 2
Charged Accounts
-----------------------------------------------------------
DERBY CYCLE WERKE GMBH, CLOPPENBURG
-----------------------------------------------------------
Oldenburgische Landesbank AG
-----------------------------------------------------------
HSBC
-----------------------------------------------------------
Commerzbank AG
-----------------------------------------------------------
Salzburger-Kredit-u.Wechsel-Bank AG
----------------------------------------------------------
-----------------------------------------------------------
RALEIGH FAHRRADER GMBH
-----------------------------------------------------------
Oldenburgische Landesbank AG
-----------------------------------------------------------
HSBC
-----------------------------------------------------------
Commerzbank AG
-----------------------------------------------------------
-----------------------------------------------------------
DERBY HOLDING DEUTSCHLAND GMBH
-----------------------------------------------------------
Oldenburgische Landesbank AG
-----------------------------------------------------------
HSBC
-----------------------------------------------------------
-----------------------------------------------------------
NW SPORTGERATE VERTRIEBS GMBH
-----------------------------------------------------------
Oldenburgische Landesbank AG
-----------------------------------------------------------
-----------------------------------------------------------
DERBY WS VERMOGENSVERWALTUNGS GMBH
-----------------------------------------------------------
Oldenburgische Landesbank AG
-----------------------------------------------------------
-----------------------------------------------------------
DERBY FAHRRADER GMBH
-----------------------------------------------------------
Oldenburgische Landesbank AG
-----------------------------------------------------------
-----------------------------------------------------------
UNIVEGA BIKES & SPORTS EUROPE GMBH
-----------------------------------------------------------
Dresdner Bank
-----------------------------------------------------------
Dresdner Bank Schweinfurt
-----------------------------------------------------------
-----------------------------------------------------------
UNIVEGA WORLDWIDE LICENCE GMBH
-----------------------------------------------------------
Dresdner Bank
-----------------------------------------------------------
-----------------------------------------------------------
UNIVEGA BETEILIGUNGEN GMBH
-----------------------------------------------------------
Dresdner Bank
-----------------------------------------------------------
-----------------------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ GMBH
-----------------------------------------------------------
Dresdner Bank
-----------------------------------------------------------
BNP-Dresdner Bank
-----------------------------------------------------------
Commerzbank
-----------------------------------------------------------
Bawag
-----------------------------------------------------------
-----------------------------------------------------------
E WIENER BIKE PARTS GMBH
-----------------------------------------------------------
Dresdner Bank
-----------------------------------------------------------
Oldenburgische Landesbank
-----------------------------------------------------------
SCHEDULE 7
AMENDMENTS TO THE CREDIT AGREEMENT
1. Replace in Clause 1.1 (Definitions) each of the following definitions:
(a) the definition of "Chief Executive Officer " with the following:
""Executive Chairman" means ▇▇▇▇ Finden-Crofts or, in his absence, his
deputy (being an Authorised Signatory of the Company) and their respective
successors from time to time."
and all references in the Credit Agreement to "Chief Executive Officer"
shall be deemed to be deleted and replaced with references to "Executive
Chairman"; and
(b) the definition of "Chief Financial Officer " with the following:
""Chief Financial Officer" means ▇▇▇▇ ▇▇▇▇▇▇▇ or, in his absence, his
deputy (being an Authorised Signatory of the Company) and their respective
successors from time to time and whether described as "Chief Financial
Officer" or "Group Financial Controller".".
2. Insert after Clause 11.13 (European Economic and Monetary Union) the
following new clause:
"11.14 Voluntary prepayment
(a) Tranche A Revolving Facility
The Obligors' Agent may, by giving to the Facility Agent not less than 10
Business Days' prior notice to that effect, prepay the whole or any part
(being a minimum amount of DM1,000,000) of the Tranche A Advance whereupon
any such amounts so received by the Facility Agent shall be distributed pro
rata among the Additional Banks in the proportion of their participation in
such Advance.
(b) Tranche B Revolving Facility
(i) Provided that all Advances under the Tranche A Revolving Facility have
been prepaid or repaid in full, the Obligor's Agent may by giving to
the Facility Agent not less than 10 Business Days prior notice to that
effect, prepay the whole or any part (being a minimum amount of
DM1,000,000) of the Tranche B Advance whereupon any such amounts so
received by the Facility Agent shall be distributed pro rata among the
Original Banks in the proportion of their participation in such
Advance.
(ii) To the extent that an Original Bank does not have any participations
in any Advances outstanding under the Tranche B Revolving Facility,
the Obligors hereby confirm that any amounts prepaid under Clause
(b)(i) above may be held by the Facility Agent on behalf of such
Original Bank as cash collateral against a Standby L/C to be applied
against the liabilities of such Original Bank following a demand under
such Standby L/C or otherwise until any Standby L/Cs due to expire so
expire without the Banks party to such Standby L/Cs being required to
make any (or any further) payment thereunder.
Notwithstanding anything to the contrary in this Agreement, any
amounts prepaid under this Agreement shall not be available to be
reborrowed and the Revolving Tranche A Facility Available Amount and
the Revolving Tranche B Facility Available Amount and the Total
Commitments shall, as appropriate, be reduced and cancelled by the
amount of such prepayment.
3. Delete Clause 19.5(b)(xi) of the Credit Agreement and renumber (xii) of
that Clause accordingly.
4. Replace Schedule 1 of the Credit Agreement with the following:
"SCHEDULE 1
THE BORROWERS
Name Jurisdiction Of Incorporation
---- -----------------------------
Raleigh Industries Limited England And Wales
The Derby Cycle Corporation Limited (formerly England and Wales
Sturmey-▇▇▇▇▇▇ Limited)
Derby Holding (Deutschland) GmbH Germany
Koninklijke Gazelle B.V. Netherlands
Raleigh Industries of Canada Limited Canada
Raleigh Europe B.V. Netherlands
Raleigh B.V. Netherlands
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Bike Parts GmbH Germany
▇▇▇▇▇▇-▇▇▇▇▇▇▇ 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
Derby Holding BV Netherlands"
THE COMPANY
-----------
THE DERBY CYCLE CORPORATION
By:
THE BORROWERS
-------------
RALEIGH INDUSTRIES LIMITED
By:
THE DERBY CYCLE CORPORATION LIMITED
By:
DERBY HOLDING (DEUTSCHLAND) GMBH
By:
KONINKLIJKE GAZELLE BV
By:
RALEIGH INDUSTRIES OF CANADA LIMITED
By:
RALEIGH EUROPE B.V.
By:
RALEIGH B.V.
By:
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ BIKE PARTS GMBH
By:
▇▇▇▇▇▇-▇▇▇▇▇▇▇ GMBH
By:
DERBY HOLDING LIMITED
By:
RALEIGH FAHRRADER GMBH
By:
DERBY CYCLE WERKE GMBH
By:
RALEIGH INTERNATIONAL LIMITED
By:
CURRAGH FINANCE COMPANY
By:
RALEIGH IRELAND LIMITED
By:
DERBY HOLDING BV
By:
THE GUARANTORS
--------------
DERBY HOLDING LIMITED
By:
RALEIGH INDUSTRIES LIMITED
By:
RALEIGH INTERNATIONAL LIMITED
By:
DERBY CYCLE CORPORATION LIMITED
By:
RALEIGH INDUSTRIES OF CANADA LIMITED
By:
THE DERBY CYCLE CORPORATION
By:
RALEIGH BV
By:
RALEIGH EUROPE BV
By:
KONINKLIJKE GAZELLE BV
By:
DERBY NEDERLAND BV
By:
DERBY HOLDING BV
By:
LYON INVESTMENTS BV
By:
DERBY HOLDING (DEUTSCHLAND) GMBH
By:
RALEIGH FAHRRADER GMBH
By:
NW SPORTGERATE GMBH
By:
DERBY CYCLE WERKE GMBH
By:
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ BIKE PARTS GMBH
By:
UNIVEGA WORLDWIDE LICENCE GMBH
By:
UNIVEGA BETEILIGUNGEN GMBH
By:
UNIVEGA BIKES & SPORTS EUROPE GMBH
(formerly MS SPORT VERTRIEBS GMBH)
By:
DERBY FAHRRADER GMBH
By:
DERBY WS VERMOGENSWERWALTUNGS GMBH
By:
▇▇▇▇▇▇-▇▇▇▇▇▇▇ GMBH
By:
CURRAGH FINANCE COMPANY
By:
RALEIGH IRELAND LIMITED
By:
TRIUMPH CYCLE CO. LIMITED
By:
▇▇▇▇▇▇▇▇.▇▇▇, INC.
By:
DERBY SWEDEN AB
By:
RALEIGH (SERVICES) LIMITED
By:
THE BRITISH CYCLE CORPORATION
By:
BSA CYCLES LIMITED
By:
THE ARRANGER
------------
▇.▇. ▇▇▇▇▇▇ PLC
By:
THE ORIGINAL BANKS
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ABN AMRO BANK N.V.
By:
BHF - BANK AG
By:
BNP PARIBAS
By:
DEUTSCHE BANK LONDON AG
By:
Dresdner Bank AG, New York and Grand Cayman branch
By:
HSBC Bank plc
By:
KBC Bank (Nederland) NV
By:
Lloyds TSB Bank Plc
By:
Oldenburgische Landesbank AG
By:
Scotiabank Europe plc
By:
The Bank of Nova Scotia
By:
The Chase Manhattan Bank
By:
The Governor and Company of the Bank of Scotland
By:
The Governor and Company of the Bank of Ireland
By:
The Industrial Bank of Japan, Limited
By:
The Sumitomo Bank, Limited
By:
THE ADDITIONAL BANKS
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ABN Amro Bank N.V.
By:
BNP Paribas
By:
HSBC Bank plc
By:
KBC Bank (Nederland) NV
By:
Lloyds TSB Bank Plc
By:
The Chase Manhattan Bank
By:
THE SECURITY AGENT
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CHASE MANHATTAN INTERNATIONAL LIMITED
By:
THE FACILITY AGENT
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CHASE MANHATTAN INTERNATIONAL LIMITED
By:
