LYON INVESTMENTS B V
EXHIBIT 10.6
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<TYPE>EX-10.6
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>EXHIBIT 10.6
<TEXT>

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                                                                    EXHIBIT 10.6


               THIS JUNIOR SUBORDINATED PROMISSORY NOTE WAS
               ORIGINALLY ISSUED ON THIS JUNIOR SUBORDINATED
               PROMISSORY NOTE WAS ORIGINALLY ISSUED ON JULY
               31, 2000, AND HAS NOT BEEN REGISTERED UNDER
               THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
               COMPARABLE STATE SECURITIES LAW.

                          THE DERBY CYCLE CORPORATION
                      JUNIOR SUBORDINATED PROMISSORY NOTE


July 31,  2000                                                     $3,500,000


          The Derby Cycle Corporation, a Delaware corporation (the "Company"),
                                                                    -------
hereby promises to pay to the order of [     ]. (the "Lender") the principal
                                                      ------
amount of THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) in accordance
with the provisions of this Junior Subordinated Note (the "Junior Note").
                                                           -----------

          1.   Interest.
               --------

          (a)  Interest Rate.  Interest on the unpaid principal amount
               -------------
outstanding hereunder shall accrue from the date hereof until maturity at a rate
of 18% per annum compounded on a daily basis for an annual effective yield of [
]%.  Interest shall be computed on the basis of a 360-day year, actual days
elapsed.  The payment of interest on the outstanding principal amount of this
Junior  Note shall be due and payable annually by the Company to the Lender in
arrears on the first Business Day of each calendar year, with the first such
payment to be made on June 30, 2001.

          (b) Interest Payments.  Payment of interest (each an "Interest
              -----------------                                 --------
Payment") shall be made (i) in cash or (ii) by issuance of additional Notes (the
"PIK Notes"), with the principal amount of the PIK Notes issued on such date
 ---------
equal to the interest due on the date the Interest Payment is due or (iii) as
otherwise agreed to by Lender and the Company in writing.  PIK Notes shall bear
the same terms as this Junior Note.

          Subject to paragraph 3(a) below, if, in connection with an Interest
Payment required to be made pursuant to the preceding paragraph, payments of
such interest are not made in cash, by the issuance of PIK Notes or as otherwise
agreed to by Lender and the Company in writing, the principal amount of this
Junior Note shall be deemed increased on the date such PIK Notes were scheduled
to be issued under the above paragraph by the principal amount of the PIK Notes
that were required to be issued pursuant to the above paragraph but which were
not so issued.  Such increased principal amount of this Note shall bear interest
as provided above.

          (c) Series C-2 Preferred Stock Payment.  In the event that making an
              ----------------------------------
Interest Payment would cause a default under or breach of the Company's (i)
Revolving Credit Facility with Chase Manhattan plc as Arranger (the "Revolving
                                                                     ---------
Credit Facility"), (ii) Senior Subordinated Notes due 2009  (the "GSIC Notes")
---------------                                                   ----------
issued pursuant to the Senior Subordinated Loan Agreement, dated as of February
3, 1999 (the "Senior Subordinated Loan Agreement") by and between the Company
              ----------------------------------
and Vencap Holdings (1992) Pte. Ltd ("GSIC") or (iii) Senior Notes due 2008
                                      ----
issued under an indenture dated as of May 14, 1998 among the Company, Lyon
Investments B.V., IBJ Schroder Bank & Trust Company (the "Senior Notes"), then
                                                          ------------
the Company shall have the right to issue shares
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of Series C-2 Preferred Stock, par value $.01 per share (the "Series C-2
                                                              ----------
Preferred Stock") in lieu of such Interest Payment (a "Series C-2  Preferred
---------------
Stock Payment").  The amount of a Series C-2 Preferred Stock Payment shall be
-------------
calculated as follows:

     Number of Shares
     of Series C-2       =    Interest Payment Amount
                              -----------------------
     Preferred Stock                1,000


          2.   Scheduled Payment of Principal on Note.  The Company shall pay
               --------------------------------------
the principal amount of $3,500,000 (or such lesser principal amount then
outstanding) and accrued but unpaid interest to the holder of this Junior Note
on the earlier of May 15, 2008 or upon the completion of a new cash equity
investment into the Company in an amount greater than or equal to the principal
amount then outstanding under this Junior Note (the "Maturity Date").
                                                     -------------

          3.   Series C-2 Preferred Stock.
               --------------------------

          (a)  Series C-2 Preferred Stock Payments.
               -----------------------------------

               (i)    As soon as possible after a Series C-2 Preferred Stock
     Payment has been made (but in any event within [five] Business Days), the
     Company shall deliver to the holder of this Junior Note a certificate
     representing the number of shares of Series C-2 Preferred Stock issuable by
     reason of such Series C-2 Preferred Stock Payment in such name or names and
     such denomination or denominations as the holder has specified.  Upon
     making a Series C-2 Preferred Stock Payment, the Company shall take all
     such actions as are necessary in order to insure that the Series C-2
     Preferred Stock issuable with respect to such Series C-2 Preferred Stock
     Payment shall be validly issued, fully paid and nonassessable.

               (ii)   The Company shall not close its books against the transfer
     of any Series C-2 Preferred Stock issued by reason of a Series C-2
     Preferred Stock Payment in any manner which interferes with the timely
     payment of a Series C-2 Preferred Stock Payment.  The Company shall assist
     and cooperate with any holder of this Junior Note required to make any
     governmental filings or obtain any governmental approval prior to or in
     connection with a Series C-2 Preferred Stock Payment (including, without
     limitation, making any filings required to be made by the Company).

               (iii)  The Company shall at all times reserve and keep available
     out of its authorized but unissued shares of Series C-2 Preferred Stock,
     solely for the purpose of Series C-2 Preferred Stock Payments such number
     of shares of Series C-2 Preferred Stock issuable upon [two] consecutive
     Series C-2 Preferred Stock Payments.  All shares of Series C-2 Preferred
     Stock which are so issuable shall, when issued, be duly and validly issued,
     fully paid and nonassessable and free from all taxes, liens and charges.
     The Company shall take all such actions as may be necessary to assure that
     all such shares of Series C-2 Preferred Stock may be so issued without
     violation of any applicable law or governmental regulation or any
     requirements of any domestic securities exchange upon which shares of
     Series C-2 Preferred Stock may be listed (except for official notice of
     issuance which shall be immediately delivered by the Company upon each such
     issuance).

                                      -2-
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          (b) Reorganization, Reclassification, Consolidation, Merger or Sale.
              ---------------------------------------------------------------
Any recapitalization, reorganization, reclassification, consolidation, merger,
sale of all or substantially all of the Company's assets or other transaction,
which in each case is effected in such a manner that holders of Series C-2
Preferred Stock are entitled to receive (either directly or upon subsequent
liquidation) stock, securities or assets with respect to or in exchange for
Series C-2 Preferred Stock is referred to herein as an "Organic Change." If the
                                                        --------------
Company is prohibited from redeeming the Series C-2 Preferred Stock because
amounts remain outstanding under the Revolving Credit Facility, SIC Notes or the
Senior Notes, then prior to the consummation of any Organic Change, the Company
shall make lawful and adequate provision to insure that the holder of this
Junior Note shall thereafter have the right to acquire and receive, in lieu of
or in addition to (as the case may be) shares of Series C-2 Preferred Stock
immediately theretofore acquirable and receivable upon the making of a Series C-
2 Preferred Stock Payment, such shares of stock, securities or assets as may be
issued or payable with respect to or in exchange for the number of shares of
Series C-2 Preferred Stock immediately theretofore acquirable and receivable
upon making a Series C-2 Preferred Stock Payment had such Organic Change not
taken place.

          4.  Events of Default.
              -----------------

          (a) Definition.  For purposes of this Junior Note, an Event of Default
              ----------
shall be deemed to have occurred if

              (i)  the Company fails to pay when due and payable on the
     Maturity Date the full amount of principal on this Junior Note and accrued
     but unpaid interest, and such failure to pay is not cured within thirty
     Business Days after the occurrence thereof; or

              (ii) the Company makes an assignment for the benefit of creditors
     or admits in writing its inability to pay its debts generally as they
     become due; or an order, judgment or decree is entered adjudicating the
     Company bankrupt or insolvent; or any order for relief with respect to the
     Company is entered under the Federal Bankruptcy Code; or the Company
     petitions or applies to any tribunal for the appointment of a custodian,
     trustee, receiver or liquidator of the Company, or of any substantial part
     of the assets of the Company, or commences any proceeding relating to the
     Company under any bankruptcy reorganization, arrangement, insolvency,
     readjustment of debt, dissolution or liquidation law of any jurisdiction;
     or any such petition or application is filed, or any such proceeding is
     commenced, against the Company and either (A) the Company by any act
     indicates its approval thereof, consent thereto or acquiescence therein or
     (B) such petition, application or proceeding is not dismissed within 60
     days.

The foregoing shall constitute Events of Default whatever the reason or cause
for any such Event of Default and whether it is voluntary or involuntary or is
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body.

          (b) Consequences of Events of Default.
              ---------------------------------

                                      -3-
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               If any Event of Default of the type described in paragraphs
     4(a)(i) and 4(a)(ii) above has occurred and is continuing, the outstanding
     principal amount of this Junior Note  shall be immediately payable in
     Series C-2 Preferred Stock.

          5.   Ranking.  This Junior Subordinated Note is subordinate and junior
               -------
in right of payment and enforcement only to the prior payment of the GSIC Notes,
Senior Notes and the Revolving Credit Facility.

          6.   Amendment and Waiver.  Except as otherwise expressly provided
               --------------------
herein, the provisions of this Junior Note may be amended and the Company may
take any action herein prohibited, or omit to perform any act herein required to
be performed by it, only if the Company has obtained the written consent of the
holder of this Junior Note.

          7.   Cancellation.  After all principal and accrued but unpaid
               ------------
interest at any time owed on this Junior Note has been paid in full in cash or
Series C-2 Preferred Stock, this Note shall be surrendered to the Company for
cancellation and shall not be reissued.

          8.   Payments.  To the extent payments are made in cash, payment of
               --------
principal and interest shall be made to the holder of this Junior Note shall be
made in the lawful money of the United States of America in immediately
available funds.

          9.   Place of Payment.  Payments of principal shall be delivered to
               ----------------
the holder of this Junior Note at such address as is specified by prior written
notice by the holder to the Company.

          10.  Registered Form.  The Company shall retain a copy of this Junior
               ---------------
Note and shall maintain a register for the recordation of the name and address
of the holder, the principal amount of this Junior Note owing to the holder from
time to time, and the interest stated on this Junior Note.  The contents of the
register shall be conclusive and binding upon all parties to this Junior Note,
in the absence of manifest error.  Upon the consummation of any transfer,
assignment or endorsement of this Junior Note, the holder shall provide notice
thereof to the Company.  The Company shall promptly thereafter record the
transfer, assignment or endorsement in the register.

          11.  Governing Law.  All questions concerning the construction,
               -------------
validity and interpretation of this Junior Note will be governed by and
construed in accordance with the domestic laws of the State of New York, without
giving effect to any choice of law or conflict of law provision or rule (whether
of the State of New York or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of New York.

          12.  Waiver of Presentment, Demand and Dishonor.  The Company hereby
               ------------------------------------------
waives presentment for payment, protest, demand, notice of protest, notice of
nonpayment and diligence with respect to this Junior Note, and to the full
extent permitted by applicable law waives and renounces all rights to the
benefits of any statute of limitations or any moratorium, appraisement,
exemption, or homestead now provided or that hereafter may be provided by any
federal or applicable state statute, including but not limited to exemptions
provided by or allowed under the Federal Bankruptcy Code, both as to itself and
as to all of its property, whether real or personal, against the enforcement and
collection of the obligations evidenced by this Junior Note and any and all
extensions, renewals, and modifications hereof.

                                      -4-
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          13.  Business Days.  If any payment is due, or any time period for
               -------------
giving notice or taking action expires, on a day which is a Saturday, Sunday or
legal holiday in the State of New York, the payment shall be due and payable on,
and the time period shall automatically be extended to, the next business day
immediately following such Saturday, Sunday or legal holiday.

          IN WITNESS WHEREOF, the Company has executed and delivered this Junior
Subordinated Promissory Note on the date first above written.

                              THE DERBY CYCLE CORPORATION

                              By:   ______________________________

                              Its:  ______________________________

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