Exhibit 10.6
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
______________________________________
FIFTH AMENDMENT AGREEMENT
relating to
a facility agreement dated 12 May 1998
______________________________________
CONTENTS
1. Interpretation.................................................... 1
2. Amendments........................................................ 1
3. General........................................................... 1
SCHEDULE 1........................................................... 3
The Borrowers.................................................... 3
SCHEDULE 2........................................................... 4
The Guarantors................................................... 4
SCHEDULE 3........................................................... 6
The Banks........................................................ 6
SCHEDULE 4........................................................... 7
Further Amendments to Facility Agreement......................... 7
Exhibit 10.6
THIS AMENDMENT AGREEMENT is made on the 17 December 1999
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 the terms of an Amendment Agreement dated 25
November 1999 and as further amendment pursuant to this Amendment Agreement
(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
to the Company and the Banks that it has received evidence satisfactory to
it that upon completion of the Nottingham Property the Net Proceeds will be
remitted to the Land Sale Account (as such terms are defined in Schedule 4
hereof).
2. Amendments
Each of the parties agrees that, as from the Effective Date, the amendment
referred to at Schedule 4 shall become effective (subject to the provisions
of Clause 3.8).
3. General
3.1 The Facility Agreement and this Agreement shall be read and construed
as a single document.
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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 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 Company shall reimburse the Agents and the Banks for reasonable
costs and expenses (including reasonable legal fees) incurred by them
and their professional advisers in connection with the negotiation,
preparation and execution of this Agreement and any related
documentation.
3.5 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.
3.6 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.
3.7 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.
3.8 The Company shall procure by no later than 15 January 2000 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.
3.9 This Agreement shall be governed by and construed in accordance with
English law.
3.10 Clause 38 (Jurisdiction) of the Facility Agreement shall be deemed to
apply as if it had been set out in full in this Agreement.
2
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
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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
4
InterDerby Group Finance N.V.
The British Cycle Corporation Limited
BSA Cycles Limited
Triumph Cycle Co. Limited
Raleigh (Services) Limited
Derby Sweden AB
5
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
Kredietbank (Nederland) N.V.
Oldenburgische Landesbank AG
The Governor and Company of the Bank of Ireland
The Industrial Bank of Japan, Limited
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SCHEDULE 4
Further Amendments to Facility Agreement
1. Clause 1.1 (Definitions) shall be amended by the insertion of a definition
of Net Proceeds as follows:-
"Net Proceeds" means in respect of the sale of the property described at
Clause 19.5(xiii), the full amount of cash proceeds realised on such sale
less the reasonable costs of such sale for which purpose (a) such proceeds
shall be taken to include, in addition to consideration directly
attributable to the sale of such property, any amount owing to and set-off
by the relevant purchaser and (b) "reasonable costs of disposal" includes
legal fees, agents' commissions, auditors' fees, registration fees but
excluding restructuring costs provided that Net Proceeds are not less than
(Pounds)8,400,000.
2. The definition of "Cash Collateral Amount" in clause 6.10 shall be
deleted and replaced with the following definition:-
"Cash Collateral Amount" in relation an Obligor, means an amount from time to
time standing to the credit of such account of such Obligor from time to
time subject to the terms of a Debenture or an Irish Debenture relating to
such Obligor but excluding for the avoidance of doubt any amount standing
to the credit of the Land Sale Account."
3. Clause 19.5 (Negative Undertakings) shall be amended by the insertion of a
new sub-clause 19.5 (xiii) as follows:-
"(xiii) (a) the whole of the land and buildings comprised in title number
NT337369 owned by Sturmey-▇▇▇▇▇▇ Limited;
(b) the whole of the land and buildings comprised in title number
P173612 owned by Derby Holding Limited;
(c) that part of land and building comprised in title number
NT329065 owned by Raleigh Industries Limited shown hatched on
the plan annexed (but not any other land in that title); and
(d) that part of the land and buildings comprised in title number
NT127908 owned by Derby Holding Limited shown hatched on the
plan annexed (but not any other land in that title).
together (the "Nottingham Property") provided that immediately upon such
sale the Net Proceeds of such sale are placed in account number ▇▇▇▇▇▇▇▇,
sort code 60-90-42 held at The Chase Manhattan Bank in the names of the
relevant Obligors (and over which security has been granted to the Security
Trustee for and on behalf of the Secured Beneficiaries) and upon such terms
as the Security Agent may require (the "Land Sale Account")."
4. Clause 19.5(e)(i) shall be deleted and replaced with the following:
"(i) sell or otherwise dispose of any of their respective assets on
terms whereby such asset or assets are or may be leased to, or
re-acquired or acquired by, any Group Member other than a
lease back of the Nottingham Property on terms acceptable to
the Facility Agent."
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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:
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