Exhibit 10.52
THE DERBY CYCLE CORPORATION AND OTHERS
as Borrowers and/or Guarantors
X.X. XXXXXX 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........................................................ 0
2. Amendment Of The Credit Agreement..................................... 0
3. Representations And Warranties........................................ 0
4. Conditions Precedent And Conditions Subsequent........................ 0
5. Undertakings.......................................................... 0
6. Acknowledgement And Consent By Guarantors............................. 0
7. Fees And Costs........................................................ 0
8. Miscellaneous......................................................... 0
9. Jurisdiction.......................................................... 0
10. Governing Law........................................................ 0
Schedule 1 The Borrowers............................................... 0
Schedule 2 Guarantors.................................................. 0
Schedule 3............................................................... 0
Part 1 Conditions Precedent Documentation............................. 0
Part 2 Conditions Subsequent Documentation............................ 0
Schedule 4 The Original Banks.......................................... 0
Schedule 5 The Additional Banks........................................ 0
Schedule 6 Bank Accounts............................................... 0
Schedule 7 Amendments To The Credit Agreement.......................... 0
THIS AMENDMENT AGREEMENT is made the 27 February 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) X.X. XXXXXX 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 on
November 22, 2000, as amended by the January Agreement, as amended by this
Agreement and otherwise as amended, restated, varied, supplemented or
novated 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:
"Bank Accounts" means all of the bank accounts of the Group, wherever
situated.
"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.
"euro" means the single currency of the participating member states of the
European Union.
"Further Bank Accounts" means such accounts as the Company may notify to
the Facility Agent in accordance with the terms of Clause 5.2.
"January Agreement" means the amendment agreement dated 24th January, 2001
which amended certain terms of the Credit Agreement.
"Specified Bank Accounts" means together (i) the WBP Accounts and (ii) the
Further Bank Accounts.
"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.
"U.S. Obligors" means the Company and all of its Subsidiaries incorporated
in the United States of America (the "U.S.") from time to time (and "U.S.
Obligor" means any of them).
"WBP Accounts" means each of the Banks Accounts of E Wiener Bike Parts GmbH
the details of which are set out in Schedule 6.
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 that (i) 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 and (ii) such
representations and warranties are breached by the Specified Defaults;
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 after the Effective Date, no member of the Group will have a Bank Account
(other than the Specified Bank Accounts) unless it is either (i)
specifically charged to the Security Agent on its own behalf and on behalf
of each of the Banks or (ii) is not specifically charged to the Security
Agent as described in (i) above but is held with one of the Banks;
3.5 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 deliver this Agreement and to perform the transactions
contemplated hereby;
3.6 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;
3.7 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;
3.8 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; and
3.9 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.
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 Schedule 3, Part 1 hereof.
4.2 The Company and the Borrowers undertake that the conditions subsequent set
out in paragraph 1 of Schedule 3, Part 2 shall be completed within 30 days
from the date of this Agreement.
5. UNDERTAKINGS
5.1 E Wiener Bike Parts GmbH ("WBP") undertakes to the Agent and each of the
Banks that it shall ensure that a balance in a maximum amount of $5000 (or
the equivalent amount in euros) (the "Maximum Amount") shall be maintained
on each of the WBP Accounts at all times and any excess (each an "Excess")
over the Maximum Amount shall be swept at the end of each Business Day into
(i) in the case of an Excess in the account held with Raiffeisenbank, such
account as WBP may nominate at Dresdner Bank, Xxxxx Xxxxx Strasse, Vienna,
Austria and (ii), in the case of an Excess in the account held with
Commerzbank, into the account of WBP at Dresdner Bank in Schweinfurt,
account number 400 289 100.
5.2 The Company undertakes to the Agent and each of the Banks that, within
thirty days of the date of this Agreement, it shall provide the Facility
Agent with details of all of the Further Bank Accounts and, from the date
of such notification, the Company shall procure that (i) the balance held
on each of the Further Bank Accounts shall not exceed the Maximum Amount
and (ii) any Excess which is not to be used in the ordinary course of
trading is paid to one of the Bank Accounts other than to another Specified
Account unless the Facility Agent otherwise gives its consent to the
contrary.
5.3 By their execution of this Agreement, the Banks hereby agree to:
(a) The reduction and cancellation by the Company of the promissory
notes of Xxxx X. Xxxxxxxx, Xxxxxx X. Xxxxx and Xxxxxx Xxxx-Aime
in the aggregate principal amounts of $2,100,000;
(b) The reduction and cancellation by the Company of the promissory
notes of X. Xxxxxx, X. Xxxxxxx. P. Darntos. X.Xxxxxxx, X.
Xxxxxxx, X.X. Xxxx-Xxxxx, X. Xxxxxxx and X. Xxxxx in the
aggregate amount of $1,112,500;
(c) The repurchase by the Company of shares of Class A Common Stock
and Class C Common Stock owned by Xxxxxx X. Xxxxx and Xxxxxx
Xxxx-Aime for an aggregate cash purchase price of $247,750; and
(d) The repurchase by the Company of shares of Class A Common Stock
and Class C Common Stock owned by Xxxx X. Xxxxxxxx, Xxxxxx X.
Xxxxx and Xxxxxx Xxxx-Aime in exchange for the cancellation of
their respective promissory notes as described in (a) above
Provided that nothing herein shall in any way place any liability or
obligation on the Facility Agent, the Security Agent or any of the Banks in
relation to any of the transactions to be performed by the Company as
described in (a) to (d) inclusive of this Clause.
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 Xxxxxxxx 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) Xxx 0000 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 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
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 England and Wales
(formerly Sturmey-Xxxxxx 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
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
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 England and Wales
(formerly Sturmey-Xxxxxx 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
Xxxxxxxxx Xxxxxx Bike Parts GmbH Germany
Univega Worldwide Licence GmbH Germany
Univega Beteiligungen GmbH Germany
Univega Bikes & Sports Europe GmbH Germany
(formerly MS Sport Vertriebs GmbH)
Derby Fahrrader GmbH Germany
Derby XX Xxxx gensverwaltungs GmbH Germany
Xxxxxx-Xxxxxxx GmbH Germany
Name Jurisdiction of Incorporation
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
Xxxxxxxx.xxx, 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.
2.3 Evidence that all costs and expenses (including legal fees incurred by both
DLA and Xxxxxxxx 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.
2.4 A copy of the Disposal Timescale (as defined in the January Agreement).
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.
SCHEDULE 4
The Original Banks
Name
ABN Amro Bank N.V.
BHF - Bank AG
BNP Paribas
Deutsche Bank AG, London
Dresdner 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
Name
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
------------------------------------------------------------------------------
E WIENER BIKE PARTS GMBH
Account Bank Account Number
------------------------------------------------------------------------------
Raiffeisenbank Attersee Sued 34363 32 706
Xxxxxxx. 00
X-0000 Xxxxxxxx Xx Xxxxxxxx
Xxxxxxx
Tel:
Fax:
------------------------------------------------------------------------------
Commerzbank 793 400 54 653 763 300
Xxxxxxxxx. 00
00000 Xxxxxxxxxxx
Tel:
Fax:
------------------------------------------------------------------------------
SCHEDULE 7
Amendments to the credit agreement
1 Replace Clause 6.2 (e) of the Credit Agreement with the following:
"(e) the Term of the Advance being requested shall be a period of one month
(or such other duration as the Banks may have previously agreed in writing
for such Advances) which will begin on the proposed Drawdown Date and end
on a Business Day which is or precedes a Tranche A Final Repayment Date or,
as the case may be, the Tranche B Final Repayment Date."
2 Replace Clause 8.3 (Due Date) with the following:
"Notwithstanding anything to the contrary in this Agreement, accrued
interest on each Advance during its Term is payable by the relevant
Borrower in arrears on the Repayment Date relating to such Advance."
The Company
THE DERBY CYCLE CORPORATION
By: \s\ XXXX XXXXXXX
The Borrowers
RALEIGH INDUSTRIES LIMITED
By: \s\ XXXX XXXXXXX
THE DERBY CYCLE CORPORATION LIMITED
By: \s\ XXXX XXXXXXX
DERBY HOLDING (DEUTSCHLAND) GMBH
By: \s\ XXXX XXXXXXX
KONINKLIJKE GAZELLE BV
By: \s\ XXXX XXXXXXX
RALEIGH INDUSTRIES OF CANADA LIMITED
By: \s\ XXXX XXXXXXX
RALEIGH EUROPE B.V.
By: \s\ XXXX XXXXXXX
RALEIGH B.V.
By: \s\ XXXX XXXXXXX
XXXXXXXXX XXXXXX BIKE PARTS GMBH
By: \s\ XXXX XXXXXXX
XXXXXX-XXXXXXX GMBH
By: \s\ XXXX XXXXXXX
DERBY HOLDING LIMITED
By: \s\ XXXX XXXXXXX
RALEIGH FAHRRADER GMBH
By: \s\ XXXX XXXXXXX
DERBY CYCLE WERKE GMBH
By: \s\ XXXX XXXXXXX
RALEIGH INTERNATIONAL LIMITED
By: \s\ XXXX XXXXXXX
CURRAGH FINANCE COMPANY
By: \s\ XXXX XXXXXXX
RALEIGH IRELAND LIMITED
By: \s\ XXXX XXXXXXX
DERBY HOLDING BV
By: \s\ XXXX XXXXXXX
The Guarantors
DERBY HOLDING LIMITED
By: /s/ XXXX XXXXXXX
RALEIGH INDUSTRIES LIMITED
By: /s/ XXXX XXXXXXX
RALEIGH INTERNATIONAL LIMITED
By: /s/ XXXX XXXXXXX
DERBY CYCLE CORPORATION LIMITED
By: /s/ XXXX XXXXXXX
RALEIGH INDUSTRIES OF CANADA LIMITED
By: /s/ XXXX XXXXXXX
THE DERBY CYCLE CORPORATION
By: /s/ XXXX XXXXXXX
RALEIGH BV
By: /s/ XXXX XXXXXXX
RALEIGH EUROPE BV
By: /s/ XXXX XXXXXXX
KONINKLIJKE GAZELLE BV
By: /s/ XXXX XXXXXXX
DERBY NEDERLAND BV
By: /s/ XXXX XXXXXXX
DERBY HOLDING BV
By: /s/ XXXX XXXXXXX
LYON INVESTMENTS BV
By: /s/ XXXX XXXXXXX
DERBY HOLDING (DEUTSCHLAND) GMBH
By: /s/ XXXX XXXXXXX
RALEIGH FAHRRADER GMBH
By: /s/ XXXX XXXXXXX
NW SPORTGERATE GMBH
By: /s/ XXXX XXXXXXX
DERBY CYCLE WERKE GMBH
By: /s/ XXXX XXXXXXX
XXXXXXXXX XXXXXX BIKE PARTS GMBH
By: /s/ XXXX XXXXXXX
UNIVEGA WORLDWIDE LICENCE GMBH
By: /s/ XXXX XXXXXXX
UNIVEGA BETEILIGUNGEN GMBH
By: /s/ XXXX XXXXXXX
UNIVEGA BIKES & SPORTS EUROPE GMBH
(formerly MS SPORT VERTRIEBS GMBH)
By: /s/ XXXX XXXXXXX
DERBY FAHRRADER GMBH
By: /s/ XXXX XXXXXXX
DERBY WS VERMOGENSVERWALTUNGS GMBH
By: /s/ XXXX XXXXXXX
XXXXXX-XXXXXXX GMBH
By: /s/ XXXX XXXXXXX
CURRAGH FINANCE COMPANY
By: /s/ XXXX XXXXXXX
RALEIGH IRELAND LIMITED
By: /s/ XXXX XXXXXXX
TRIUMPH CYCLE CO. LIMITED
By: /s/ XXXX XXXXXXX
XXXXXXXX.XXX, INC.
By: /s/ XXXX XXXXXXX
DERBY SWEDEN AB
By: /s/ XXXX XXXXXXX
RALEIGH (SERVICES) LIMITED
By: /s/ XXXX XXXXXXX
THE BRITISH CYCLE CORPORATION
By: /s/ XXXX XXXXXXX
BSA CYCLES LIMITED
By: /s/ XXXX XXXXXXX
The Arranger
X.X. XXXXXX PLC
By: /s/ X.X. XXXXXX
The Original Banks
ABN Amro Bank N.V.
By: /s/ XXXXXXX X. XXXXX XXXXXX POOL
BHF - Bank AG
By: /s/ X. XXXXXXXX X. XXXXXXX
BNP Paribas
By: /s/ T.C.M. XXXXXXX XXXXX XXXXXX
DEUTSCHE BANK AG, LONDON
By: /s/ S. PERCHE X. XXXXXXXX
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCH
By: /s/ XXXXX X. XXXXXXXXX XXXX X. XXXXX
HSBC BANK PLC
By: /s/ X. XXXXXXX
KBC BANK (NEDERLAND) NV
By: /s/ N. WAAIJEN E.R. VAN DEN XXXX
LLOYDS TSB BANK PLC
By: /s/ M.E. CATTERMOLE
OLDENBURGISCHE LANDESBANK AG
By: /s/ XXXXX XXXX XXXXX XXXXXXX
Scotiabank Europe plc
By: /s/ X.X. XXXXXXX
THE BANK OF NOVA SCOTIA
By: /s/ X.X. XXXXXXX
THE CHASE MANHATTAN BANK
By: /s/ X.X. XXXXXX
For
The Governor and Company of the Bank of Scotland
By: /s/ XXXXXXX XXXXXX
THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
By: /s/ X. XXXXXXX X. XXXXX
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By: /s/ XXXXXXXX XXXX
THE SUMITOMO BANK, LIMITED
By: /s/ XXXXXXX XXXXXX
The Additional Banks
ABN Amro Bank N.V.
By: /s/ XXXXXXX X. XXXXX XXXXXX POOL
BNP Paribas
By: /s/ T.C.M. XXXXXXX XXXXX XXXXXX
HSBC BANK PLC
By: /s/ X. XXXXXXX
KBC Bank (Nederland) NV
By: /s/ N. WAAIJEN E.R. VAN DEN XXXX
LLOYDS TSB BANK PLC
By: /s/ M.E. CATTERMOLE
The Chase Manhattan Bank
By: /s/ X.X. XXXXXX
The Security Agent
CHASE MANHATTAN INTERNATIONAL LIMITED
By: /s/ X.X. XXXXXX
The Facility Agent
CHASE MANHATTAN INTERNATIONAL LIMITED
By: /s/ X.X. XXXXXX
