<PAGE>

                                                                    EXHIBIT 10.5


                                                                  Conformed Copy
                              DATED 31 JULY 2000



                    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



                 _____________________________________________

                                    WAIVER
                                   AND NINTH
                              AMENDMENT AGREEMENT
                                  relating to
                    a facility agreement dated 12 May 1998

                 _____________________________________________






                                      DLA
                                3 Noble Street
                                LONDON EC2V 7EE

                              Tel: 08700 111 111
                              Fax: 020 7600 1650
<PAGE>

<TABLE>

                                    CONTENTS

<S>                                                                         <C>
1. INTERPRETATION..........................................................  3

2. WAIVER AND AMENDMENT AGREEMENT..........................................  4

3. AMENDMENT...............................................................  4

4. REPRESENTATIONS AND WARRANTIES..........................................  5

5. COUNTERPARTS; EFFECTIVENESS.............................................  6

6. FEES AND COSTS..........................................................  6

7. CONDITIONS SUBSEQUENT...................................................  6

8. GOVERNING LAW AND JURISDICTION..........................................  6

SCHEDULE 1.................................................................  7

  The Borrowers............................................................  7

SCHEDULE 2.................................................................  8

  The Guarantors...........................................................  8

SCHEDULE 3................................................................. 10

  The Banks................................................................ 10

SCHEDULE 4................................................................. 16

  Further Amendments to the Facility Agreement to take effect on the First
  Effective Date........................................................... 16

  SCHEDULE 5............................................................... 19

  Conditions Precedent..................................................... 19
</TABLE>


________________________________________________________________________________
<PAGE>

THIS WAIVER AND NINTH AMENDMENT AGREEMENT is made on 31 July 2000

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 CT06902-6765, Connecticut, United States of America ("the
     Company");

(2)  THE COMPANIES identified as Borrowers in Schedule 1 ("the Borrowers");

(3)  THE COMPANIES identified as Guarantors in Schedule 2 ("the Guarantors");

(4)  CHASE MANHATTAN PLC as arranger ("the Arranger");

(5)  THE FINANCIAL INSTITUTIONS identified as banks in Schedule 3 ("the Banks");

(6)  CHASE MANHATTAN INTERNATIONAL LIMITED as facility agent ("the Facility
     Agent");

(7)  CHASE MANHATTAN INTERNATIONAL LIMITED as security agent ("the Security
     Agent")

RECITALS

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 a amendment agreement dated 31 August 1999
     and as further amended pursuant to a amendment agreement dated 25 November
     1999 and as further amended pursuant to an amendment agreement dated 17
     December 1999 and as further amended pursuant to an amendment agreement
     dated 3 February  2000 and as further amended pursuant to an amendment
     agreement dated 2 March 2000 and as further amended pursuant to a waiver
     and amendment agreement dated 30 June 2000 (collectively the "Facility
     Agreement") by and among the Company, Borrowers, Guarantors, Arranger, the
     Banks, Facility Agent and Security Agent, the Banks have agreed to make
     certain credit facilities available to the Borrower.

B.   The Banks have agreed to further amend the Facility Agreement and waive
     compliance with certain provisions of the Facility Agreement as more
     particularly set out herein but subject always to the provisions of this
     Waiver and Amendment Agreement.

NOW, THEREFORE IN CONSIDERATION of these premises and the agreements, provisions
and covenants herein contained, the parties agree as follows:

1.   Interpretation

     1.1  Definitions

          In this Agreement:

          "Effective Date" means the date on which the Facility Agent has
          confirmed to the Company and the Banks that it has received evidence
          satisfactory to it and it has received all the conditions precedent as
          set out in Schedule 5, in each case in a form and substance
          satisfactory to the Facility Agent;


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                                                                               3
<PAGE>

     1.2  Interpretation

          Unless the context otherwise requires, words and expressions defined
          in the Facility Agreement shall have the same meaning herein.

2.   Waiver and Amendment Agreement

     2.1  Subject to Clause 2.2 below and the other terms and conditions set
          forth herein and in reliance on the representations and warranties of
          the Obligors herein contained, the Banks hereby waive any Event of
          Default under the following clause:

          2.1.1  Clause 20.2(g) (Financial Indebtedness Covenant) resulting
                 solely from the breach of the covenant in respect of the period
                 3 July 2000 to (and including) 31 July 2000 by virtue of the
                 Sponsor Facility being included in the definition of Financial
                 Indebtedness in that clause only ;

     2.2  Without limiting the generality of the provisions of Clause 32 and 35
          of the Facility Agreement the Waiver and Amendment Agreement set forth
          above in Clause 2.1 shall be limited precisely as written and nothing
          in this clause 2.2 shall be deemed to:

          2.2.1  constitute a permanent waiver of the breach referred to at
                 clause 2.1.1 in the event that the Event of Default described
                 in Clause 2.1 above is continuing or unremedied on or after 1
                 August 2000 ; or

          2.2.2  constitute a waiver of any other term, provision or condition
                 of the Facility Agreement or any other Finance Documents or
                 agreement referred to therein or otherwise; or

          2.2.3  prejudice any rights or remedy that the Agents or Banks may now
                 have or may have in the future under or in connection with the
                 Facility Agreement or any other Finance Documents referred to
                 therein (other than the rights and remedies which they
                 otherwise would have had as a consequence of the breaches set
                 out in Clause 2.1 above);

     2.3  Except as expressly set forth therein, the terms, provisions and
          conditions of the Facility Agreement and the other Finance Documents
          shall remain in full force and effect and in all other respects are
          hereby ratified and confirmed.

3.   Amendment

     3.1  Each of the parties agrees that, as from the Effective Date, the
          amendments referred to in Schedule 4 shall become effective;

     3.2  The Facility Agreement and this Waiver and Amendment Agreement shall
          be read and construed as a single document;

     3.3  References in the Facility Agreement to the Facility Agreement
          howsoever characterised shall with effect from the Effective Date be
          references to the Facility Agreement as amended pursuant to Clause 3.1
          of this Waiver and Amendment Agreement;

4.   Representations and Warranties

     The Obligors hereby each represents and warrants to the Agents and the
     Banks that:



________________________________________________________________________________
                                                                               4
<PAGE>

     4.1  as at the date hereof, there exists no Event of Default under the
          Facility Agreement other than as specifically referred to in clause
          2.1 hereof and after giving effect to this Waiver and Amendment
          Agreement there will exist no Event of Default or Potential Event of
          Default under the Facility Agreement;

     4.2  all representations and warranties contained in the Facility 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
          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;

     4.3  as at the date hereof, each Obligor has performed all agreements to be
          performed on its part as set forth in the Facility Agreement;

     4.4  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 delivery this Waiver and Amendment Agreement
          and to consummate the transactions contemplated hereby;

     4.5  neither the execution and delivery of this Waiver and Amendment
          Agreement, nor the consummation of the transactions contemplated
          hereby, violates or will violate (i) any law, regulation, decree or
          other legal restriction applicable to any Obligor; (ii) the charter,
          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;

     4.6  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 Waiver and Amendment
          Agreement

     4.7  this Waiver and Amendment Agreement has been duly authorised, executed
          and delivered by the Company on behalf of each Obligor and this Waiver
          and Amendment Agreement, the Facility Agreement and the other Finance
          Documents to which any Obligor is a party, constitute the legal, valid
          and binding obligations of such Obligor, enforceable against it in
          accordance with their terms; and

     4.8  All information provided to the Facility Agent in connection with this
          Waiver and Amendment Agreement was or will be as at the time it was
          given, true, complete and accurate in all respects 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.

     4.9  The representations and warranties given in this Clause 4 shall be
          deemed to be repeated on the Effective Date (if different to the date
          hereof) with reference to the facts and circumstances existing at such
          time.

5.  Counterparts; Effectiveness

     5.1  This Waiver and Amendment Agreement may be executed in any number of
          counterparts and by different parties hereto in separate counterparts,
          each of which


________________________________________________________________________________
                                                                               5
<PAGE>

          when so executed and delivered shall be deemed an
          original, but all such counterparts together shall constitute but one
          and the same instrument;

     5.2  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;

     5.3  The waiver referred to in Clause 2.1 of this Waiver and Amendment
          Agreement shall become effective upon the execution of the
          counterparts hereof in accordance with this Clause 5 and the
          amendments referred to in Clause 3 of this Waiver and Amendment
          Agreement shall become effective upon the Effective Date.

6.   Fees and Costs

     The Company shall reimburse the Agents and the Banks for all costs and
     expenses (including legal fees) properly incurred by them and their
     professional advisers in connection with the negotiation, preparation and
     execution of this Waiver and Amendment Agreement and any related
     documentation, including but not limited to any release of security and any
     filings, registrations or any other action required by law or otherwise.

7.   Conditions Subsequent

     The Company shall procure by no later than 30 days after 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 on or
     on behalf of each Obligor in connection herewith.

8.   Governing Law and jurisdiction

     8.1  This Waiver and Amendment Agreement and the rights and obligations of
          the parties hereunder shall be governed by, and shall be construed and
          enforced in accordance with the laws of England.

     8.2  Clause 38 (Jurisdiction) of the Facility Agreement shall be deemed to
          apply as if it had been set out in full in this Agreement.



________________________________________________________________________________
                                                                               6
<PAGE>

                                  SCHEDULE 1

                                 The Borrowers


Raleigh Industries Limited

Sturmey-Archer Limited

Derby Holding (Deutschland) GmbH

Koninklijke Gazelle BV

The Derby Cycle Corporation

Raleigh Industries of Canada Limited

Raleigh Europe B.V.

Raleigh B.V.

Englebert Wiener Bike Parts GmbH

Winora-Staiger GmbH

Derby Holding Limited

Raleigh Fahrrader GmbH

Derby Cycle Werke GmbH

Raleigh International Limited

Curragh Finance Company

Raleigh Ireland Limited



________________________________________________________________________________
                                                                               7
<PAGE>

                                  SCHEDULE 2

                                The Guarantors


Derby Holding Limited

Raleigh Industries Limited

Raleigh International Limited

Sturmey-Archer Limited

Raleigh Industries of Canada Limited

The Derby Cycle Corporation

Raleigh BV

Raleigh Europe BV

Koninklijke Gazelle BV

Derby Nederland BV

Derby Holding BV

Lyon Investments BV

Derby Holding (Deutschland) GmbH

Raleigh Fahrrader GmbH

NW Sportgerate GmbH

Derby Cycle Werke GmbH

Englebert Wiener Bike Parts GmbH

Univega Worldwide Licence GmbH

Univega Beteiligungen GmbH

Univega Bikes & Sports Europe GmbH

Derby Fahrrader GmbH

Derby WS Vermogenswerwaltungs GmbH

Winora-Staiger GmbH

Curragh Finance Company

Raleigh Ireland Limited


________________________________________________________________________________
                                                                               8
<PAGE>

The British Cycle Corporation Limited

BSA Cycles Limited

Triumph Cycle Co. Limited

Raleigh (Services) Limited

Derby Sweden AB



________________________________________________________________________________
                                                                               9
<PAGE>

                                  SCHEDULE 3

                                   The Banks


Name

The Chase Manhattan Bank

ABN Amro Bank N.V.

Bank of Scotland

BHF - Bank AG

Dresdner 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

KBC Bank (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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                                                                           10
<PAGE>

                                   SCHEDULE 4

   Further  Amendments to the Facility Agreement to take effect on the First
                                 Effective Date

1.   Clause 1.1 (Definitions) shall be amended by the insertion of the following
     amendments:

     "Permitted Financial Indebtedness" means (without double-counting):

     (a)  in respect of the Company, any indebtedness:

          (i)    incurred under the Finance Documents;

          (ii)   as permitted under Clause 19.5(c) of this Agreement;

          (iii)  as contemplated in the definition of Permitted Amount; or

          (iv)   incurred under the Sponsor Facility.

     (b)  in respect of Lyon Investments B.V., any indebtedness (i) incurred
          under the Note Documents and in respect of the Notes and (ii) as
          permitted under Clause 19.5(c) of this Agreement; and

     (c)  in respect of a Group Member (other than the Company and Lyon
          Investments B.V.) any indebtedness:

          (i)    incurred under the Finance Documents other than the
                 GSIC Note Documents;

          (ii)   as permitted by Clauses 19.5(c) and 19.5(d);

          (iii)  Financial Indebtedness owed to a Beneficiary of a Standby L/C
                 to the extent such Financial Indebtedness is supported by such
                 Standby L/C;

          (iv)   in addition to any Financial Indebtedness able to be incurred
                 or permitted to subsist pursuant to paragraphs (i), (ii),
                 (iii), (v), (vi) or (vii) of this definition:

                 (A)   members of the South African Group may incur Financial
                       Indebtedness (in aggregate) in the aggregate principal
                       amount of DM11,000,000 (or the equivalent thereof in
                       other currencies); and

                 (B)   in respect of the Group as a whole (excluding the South
                       African Group) $1,000,000 (or the equivalent thereof in
                       other currencies);

          (v)    Financial Indebtedness in respect of finance leases existing as
                 at the date of this Agreement which have been disclosed in
                 writing to the Facility Agent prior to the date of this
                 Agreement;

          (vi)   Financial Indebtedness incurred by a Dormant Subsidiary as at
                 Closing to the extent disclosed prior to the date of this
                 Agreement;

     "Senior Liabilities" means all present and future sums, liabilities and
     obligations whatsoever (actual or contingent) payable, owing, due or
     incurred by an Obligor to any of the Security Agent, Facility Agent and
     Secured Beneficiaries (as such term is defined in the Debentures) under the
     Senior Finance Documents;


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                                                                              16
<PAGE>

     "Sponsor Class `C' Warrants" means the 2,500 warrants issued to Thayer and
     Perseus in consideration of their providing the Sponsor Facility;

     "Sponsor Facility Letter" means the letter dated 30 June 2000 and made
     between Thayer, Perseus, the Facility Agent and the Security Agent.

     "Sponsor PIK Notes" means the further subordinated debt issued to Thayer
     and Perseus in lieu of interest on the Sponsor Facility, such debt to be on
     the same terms as the Sponsor Facility and subject to the provisions of the
     Sponsor Facility Letter and Term Sheet;

     "Subordinated Sponsor Facilities Liabilities" means all present and future
     sums, liabilities and obligations whatsoever (actual or contingent),
     payable, owing, due or incurred by the Company to Thayer and\or Perseus
     under, pursuant to or otherwise in connection with the Sponsor Facility
     Documents;

     "Term Sheet" means the term sheet in the agreed form dated 30 June 2000
     pursuant to which Thayer and Perseus have agreed to continue to provide the
     Sponsor Facility in accordance with its terms but subject to the provisions
     of the Sponsor Facility Letter;

2.   Clause 19.5 (ac) (Sponsor Facility) shall be deleted and replaced with the
     following

     The Company shall not and shall procure that no Group Company shall repay,
     redeem, cancel or repurchase all or any part of the Subordinated Sponsor
     Facilities Liabilities or make any other payment or distribution whether in
     cash or kind or in any manner (other than the issue of the Sponsor PIK
     Notes) save that the Company may repay the Sponsor Loan Facility on the
     earlier of (i) the Company having contemporaneously with such repayment
     issued share capital of a type permitted pursuant to Clause 19.5(w)(a)
     (Share Capital) to Thayer and Perseus in an amount equal to the amount of
     subordinated debt outstanding under the Sponsor Facility at that date and
     (ii) the Facility Agent confirming to the Company that the Senior
     Liabilities have been unconditionally discharged; and

     Provided further that the Company shall not and shall procure that no other
     Group Company shall issue Sponsor PIK Notes if:

     (i)  a Default is continuing, unremedied or unwaived in writing by the
          Facility Agent or would result as a consequence of such issue; or

     (ii) such issue would constitute a breach of the Note Documents and the
          GSIC Loan Note Documents or a breach of the same would result as a
          consequence of such issue.

     Subject to the Sponsor PIK Notes having been issued in accordance with this
     Clause, the Company may at any time after their issue convert any Sponsor
     PIK Notes into share capital of a type permitted pursuant to Clause
     19.5(w)(a) (Share Capital) in an amount equal to the Sponsor PIK Notes
     converted.

3    Clause 19.5 (ac) referred to in the 7th Amendment Agreement shall be
     renumbered 19.5 (ad);

4    Clause 20.2(a) shall be deleted and replaced with the following:

     "Consolidated Net Interest Payable" for any period comprising an annual
     Accounting Period of the Company or four consecutive quarterly Accounting
     Periods of the Company or less where such period ends on or before 28 March
     1999 (taken together as one period) means, the Interest accrued during such
     period as an obligation of any Group Member under or in respect of any
     Financial Indebtedness (whether or not paid, capitalised or accrued



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                                                                              17
<PAGE>

     during, or deferred for payment after, such period) together with interest
     paid, payable, capitalised, accrued or deferred for payment under any
     interest rate or currency Hedging Protection Agreement or instruments under
     which the parties are in compliance with their payment obligations or other
     obligations (excluding for the avoidance of doubt interest accrued or
     payable on the GSIC Notes or the Sponsor Facility, to the extent the same
     is not payable in cash and any item comprised in Transaction Costs
     amortised in accordance with Applicable Accounting Principles) less
     Interest received in respect of Cash and together with Cash Equivalent
     Investments during such period together with Interest received or
     receivable by any Group Member during such period under any interest rate
     and/or currency hedging agreements or instruments (calculated on an accrual
     basis) under which all parties are in compliance with their payment and
     other obligations all determined on a consolidated basis and avoiding
     double counting 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 as
     shown in the consolidated Financial Accounts of the Group for such annual
     Accounting Period or for the quarterly Accounting Periods falling within
     such period.

5.   Clause 20.2 (g) (Financial Indebtedness) shall be deleted and replaced with
     the following:

     The aggregate amount of Financial Indebtedness of the Group (excluding, the
     GSIC Notes, any amounts due under the Note Documents, the Subordinated
     Sponsor Facilities Liabilities and any Financial Indebtedness described at
     paragraph (h) of the definition "Financial Indebtedness" (and without
     double-counting)) shall not, during any period listed in Column 1 below
     exceed the amount specified opposite such period in Column 2 below and, for
     the purposes of any such determination, any Financial Indebtedness not
     denominated in Dollars shall be converted to Dollars by reference to the
     Facility Agent's spot rate of exchange for such currency and Dollars at or
     about 10:00a.m. on the date determination is made


          Column 1                                             Column 2

          5 June 2000 to (and including) 2 July 2000            77,000,000
          3 July 2000 to (and including) 6 August 2000          55,000,000
          7 August 2000 to (and including) 3 September 2000     45,000,000
          4 September 2000 to (and including) 1 October 2000    45,000,000
          2 October 2000 to (and including) 5 November 2000     60,000,000
          6 November 2000 to (and including) 3 December 2000    75,000,000
          4 December 2000 to (and including) 31 December 2000   75,000,000




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                                                                              18
<PAGE>

                                  SCHEDULE 5

                             Conditions Precedent

1.   The Term Sheet duly signed by each of the parties thereto;

2.   The Sponsor Facility Letter duly signed by each of the parties thereto;

3.   An opinion from Kirkland & Ellis, United States legal advisors to the
     Company confirming that the amendments contemplated hereunder and the
     agreements and transactions contemplated in connection with the Sponsor
     Facility and the Term Sheet and the performance by the Company of its
     obligations thereunder will not violate or result in a breach of the
     provisions of the Note Indentures, the Senior Notes and the GSIC Note
     Documents.



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                                                                              19
<PAGE>

THE DERBY CYCLE CORPORATION                         )
for itself and on behalf of each of the             )
Borrowers and Guarantors as Obligors' Agent         )

By:  DANIEL S LYNCH





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:  B SCAMMELL

By:



LLOYDS TSB BANK PLC

By:  DAVID JOHN MILWARD


SCOTIA BANK EUROPE PLC

By: P SHANLEY


THE BANK OF NOVA SCOTIA

By:  R A MILLARD



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                                                                              20