Exhibit 10.5
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
_______________________________________
FOURTH 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
1. The financial undertakings listed in Clause 20 (Financial Undertakings)
shall be amended as follows:-............................................ 7
Exhibit 10.5
THIS AMENDMENT AGREEMENT is made on the 25 November 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 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.
2. Amendments
Each of the parties agrees that, as from the date of this Agreement, 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.
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
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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 within 10 days of 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.
3.9 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.
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SCHEDULE 1
The Borrowers
Raleigh Industries Limited
Sturmey-Xxxxxx Limited
Derby Holding (Deutschland) GmbH
Koninklijke Gazelle BV
The Derby Cycle Corporation
Raleigh Industries of Canada Limited
Raleigh Europe B.V.
Raleigh B.V.
Xxxxxxxxx Xxxxxx Bike Parts GmbH
Xxxxxx-Xxxxxxx 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-Xxxxxx 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-Xxxxxx Europa BV
Lyon Investments BV
Derby Holding (Deutschland) GmbH
Raleigh Fahrrader GmbH
NW Sportgerate GmbH
Derby Cycle Werke GmbH
Xxxxxxxxx Xxxxxx Bike Parts GmbH
Univega Worldwide Licence GmbH
Univega Beteiligungen GmbH
Univega Bikes & Sports Europe GmbH
Derby Fahrrader GmbH
Derby WS Vermogenswerwaltungs GmbH
Xxxxxx-Xxxxxxx 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 XX
Xxxxxxxx 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. The financial undertakings listed in Clause 20 (Financial Undertakings)
shall be amended as follows:-
1.1 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:
Accounting Period Column 2
From 31 October 1999 until (and including 31 105
December 1999)
1 January 2000 and at all times thereafter 100
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THE DERBY CYCLE CORPORATION )
for itself and on behalf of each of the )
Borrowers and Guarantors as Obligors' Agent )
By: XXXXX XXXX - Vice-President
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: C ASKHAM
LLOYDS TSB BANK PLC
By: X X XXXXXXX
SCOTIA BANK EUROPE PLC
By: XXXXX XXXXXXX
THE BANK OF NOVA SCOTIA
By: XXXXX XXXX
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