Exhibit 10.3
CONFORMED COPY
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
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AMENDMENT AGREEMENT
relating to
a facility agreement dated 12 May 1998
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THIS AMENDMENT AGREEMENT is made on the 30 day of April 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 (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
amendments referred to at Schedule 4 shall become effective.
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 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.
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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.
3.7 This Agreement shall be governed by and construed in accordance with
English law.
3.8 Clause 38 (Jurisdiction) of the Facility Agreement shall be deemed to
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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
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InterDerby Group Finance N.V.
The British Cycle Corporation Limited
BSA Cycles Limited
Triumph Cycle Co. Limited
Raleigh (Services) Limited
Derby Sweden AB
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SCHEDULE 3
The Banks
Name
The Chase Manhattan Bank
ABN Amro Bank N.V.
Bank of Scotland
BHF - Bank XX
Xxxxxxxx Bank AG, Grand Cayman branch
Lloyds Bank Plc
Midland 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 the Facility Agreement
1. The definition of "Consolidated Net Worth" at Clause 1.2 of the Facility
Agreement 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 in cash 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;
minus any amount which is attributable to (a) the aggregate of all goodwill
(to the extent created or purchased after Closing and excluding goodwill,
the aggregate value of which does not exceed $15,000,000, created or
purchased pursuant to the Diamond Back Acquisition), titles, trademarks,
copyrights, patents, capitalised research and development expenditure
(other than research and development expenditure which is capitalised in
accordance with the accounting polices 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 A Common Stock or 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
determined from that balance sheet.
2. Clause 21.1(aa)of the Facility Agreement shall be deleted and replaced with
the following definition:
"(aa) Adjusted Borrowing Base: If at any time, the aggregate Borrowing
Base of the Borrowers is less than the aggregate Deutschmark Amount
of the Ancillary Facilities, (other than that portion of Ancillary
Facilities which are solely available for foreign exchange
transactions), Advances and Outstanding Standby L/C's at such
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time, and such breach is not remedied within ten Business Days of
the delivery to the Facility Agent, in accordance with this
Agreement, of the Borrowing Base Summary which identified such
breach."
3. The sub-limit of $250,000 referred to at Clause 19.5(c)(iii) of the
Facility Agreement shall be increased to $2,750,000 so that the entire sub-
clause shall read:
"(iii) (in addition to paragraphs (i) and (ii)) Financial
Indebtedness in an aggregate principal amount (for the Group
as a whole) not exceeding $2,750,000 (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 provided that such sub-limit shall be reduced by
the amount by which loans made by the Company to management
to enable the purchase of shares in the Company are repaid
in cash. For the avoidance of doubt the aggregate of all
loans in cash to any person may not exceed $250,000".
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THE DERBY CYCLE CORPORATION )
for itself and on behalf of each of the )
Borrowers and Guarantors )
By: XXXXX XXXXXXX
XXXXX MANHATTAN INTERNATIONAL )
LIMITED for itself and as the Facility )
Agent and Security Agent for and on behalf )
of the Arranger and each of the Banks )
By: XXXXXXX XXXXXX
XXXXXXX XXXXXXX
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