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Purchase Agreement

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Title:

Purchase Agreement

Entities:

Lyon Investments B V

Date:

2000

Size:

Preview shows 12KB of 111KB total

Price:

$54

ID:

#1635319

► Purchase & Sale ► Purchase Agreements

Start of Preview

<SEQUENCE>5

<FILENAME>0005.txt

<DESCRIPTION>PURCHASE AGREEMENT

<TEXT>

<PAGE>

SERIES D PREFERRED SHARES

PURCHASE AGREEMENT

DATED NOVEMBER 22, 2000

AMONG

THE DERBY CYCLE CORPORATION

AND

QUANTUM INDUSTRIAL PARTNERS LDC

THAYER EQUITY INVESTORS III, L.P., and

PERSEUS CYCLE L.L.C.

<PAGE>

TABLE OF CONTENTS

<TABLE>

<S> <C>

SECTION 1: PURCHASE AND SALE OF SERIES D PREFERRED SHARES 1

1A. Basic Transaction 1

1B. Purchase Price 1

1C. The Closing 1

1D. Authorization of the Series D Preferred Shares 1

SECTION 2: CONDITIONS TO THE CLOSING 2

2A. Obligations 2

2B. Closing Documents 3

2C. Certificate of Incorporation 3

2D. Junior Subordinated Notes 3

3A. General 4

3B. Third Party Notices and Consents 4

3C. Governmental Notices and Consents 4

3D. Operation of Business 4

3E. Full Access 5

3F. Notice of Material Developments 5

SECTION 4: POST-CLOSING COVENANTS AND AGREEMENTS 6

4A. Financial Statements and Other Information 6

4B. Inspection of Property, Books and Records 6

4C. Affirmative Covenants 6

4D. Current Public Information 7

4E. Use of Proceeds 7

4F. Disclosure of Investment 7

4G. Withholding 8

SECTION 5: REPRESENTATIONS AND WARRANTIES OF THE COMPANY 8

</TABLE>

<PAGE>

<TABLE>

<S> <C>

5A. Due Incorporation and Status 8

5B. Corporate Power 8

5C. Binding Obligations 8

5D. Non-Contravention 9

5E. Consents 9

5F. No Default 9

5G. No Litigation 9

5H. All Information is Accurate in all Material Respects 9

5I. Tax Liabilities 10

5J. Ownership of Assets 10

5K. Intellectual Property Rights 10

5L. Environmental Matters 10

5M. ERISA 11

5N. Investment Company Status 12

5O. Financial Statements 12

5P. Absence of Certain Changes 12

5Q. Insurance 13

5R. Debt Instruments 13

5S. Certain Contracts and Commitments 13

5T. Labor Matters 13

5U. Compliance with Law 14

5V. Foreign Corrupt Practices Act 14

5W. Valid Issuance 15

5X. Capitalization 15

5Y. Finders' Fees 15

SECTION 6: INVESTORS' REPRESENTATIONS 16

6A. Corporate Existence and Power 16

6B. Authorization 16

</TABLE>

<PAGE>

<TABLE>

<S> <C>

6F. Private Placement 16

SECTION 7: DEFINITIONS 17

SECTION 8: TERMINATION, SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS, ETC 23

8A. Conditions of Termination 23

8B. Effect of Terminations 24

8C. Survival of Representations, Warranties, Agreements and Covenants, Etc. 24

SECTION 9: INDEMNIFICATION AND CONTRIBUTION 24

9A. Indemnification of Investors 24

9B. Indemnification of the Company, Directors and Officers 25

9C. Actions against Parties; Notification 25

9D. Contribution 26

SECTION 10: MISCELLANEOUS 27

10A. Expenses 27

10B. Remedies 27

10D. Understanding Among the Investors 27

10F. Consent to Amendments 27

10G. Successors and Assigns 27

10H. Severability 28

10I. Counterparts 28

10J. Descriptive Headings; Interpretation 28

10K. No Strict Construction 28

10L. Complete Agreement 28

10M. Delivery by Facsimile 29

10N. Governing Law 29

10O. Notices 29

</TABLE>

iii

<PAGE>

THE DERBY CYCLE CORPORATION

SERIES D PREFERRED SHARES PURCHASE AGREEMENT

THIS AGREEMENT (as such agreement is amended, modified or supplemented

from time to time this "Agreement") is made as of November 22, 2000, by and

---------

among The Derby Cycle Corporation, a Delaware corporation (the "Company"),

-------

Quantum Industrial Partners LDC, a Cayman Islands limited duration company

("Soros"), Thayer Equity Investors III, L.P. ("Thayer"), a Delaware limited

------ ------

partnership, and Perseus Cycle, L.L.C. ("Perseus"), a Delaware limited liability

-------

company, (collectively the "Investors", and individually an "Investor"). Except

--------- --------

as otherwise indicated herein, capitalized terms used herein are defined in

Section 8 hereof. The Company and the Investors may collectively be referred to

herein as the "Parties" or singularly as a "Party".

------- -----

The Parties hereto agree as follows:

Section 1. Purchase and Sale of Series D Preferred Shares.

----------------------------------------------

1A. Basic Transaction. On and subject to the terms and conditions of

this Agreement, the Investors agree to purchase from the Company, and the

Company agrees to sell to the Investors, all of its Series D Preferred Shares

for the consideration specified below in this Section 1.

1B. Purchase Price. Each Investor agrees to pay to the Company at the

Closing the amount set forth opposite its name on the Schedule of Investors

attached hereto by delivery of cash payable by wire transfer or delivery of

other immediately available funds to the account of the Company set forth in

Section 10M hereof.

1C. The Closing. The closing of the transactions contemplated by this

Agreement (the "Closing") shall take place at 9:00 a.m. EST on the second

business day following the satisfaction or waiver of all conditions to the

obligations of the Parties to consummate the transactions contemplated hereby or

such other date as the Investors and the Company may mutually determine (the

"Closing Date").

1D. Authorization of the Series D Preferred Shares. The Company shall

authorize the issuance and sale to the Investors of 12,000 shares of Preferred

Stock, Series D, of the Company, par value $.01 per share (the "Series D

Preferred Shares"), having the rights and preferences as set forth in this

Agreement, in the Third Amended and Restated Certificate of Incorporation (the

"Certificate of Incorporation") attached hereto as Exhibit A and in the Amended

and Restated Shareholders' Agreement attached hereto as Exhibit B.

Section 2. Conditions to the Closing.

-------------------------

2A. Obligations. The obligations under this Agreement of each

Investor and the Company are subject to the satisfaction as of the Closing of

the following conditions:

<PAGE>

(i) the representations and warranties set forth in Sections 5 and

6 below shall be true and correct in all material respects at and as of the

Closing Date;

(ii) the Company and the Investors shall have performed and complied

with all of their respective covenants required to be performed hereunder

prior to the Closing in all material respects and after giving effect to

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