<PAGE>

                                                                    Exhibit 10.7

                    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


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

                           SIXTH AMENDMENT AGREEMENT
                                  relating to
                    a facility agreement dated 12 May 1998

                 ---------------------------------------------
<PAGE>

                                    CONTENTS

<TABLE>
<S>                                                                          <C>
1. Interpretation............................................................  1

2. Amendments................................................................  1

3. General...................................................................  1

SCHEDULE 1...................................................................  3

  The Borrowers..............................................................  3

SCHEDULE 2...................................................................  4

  The Guarantors.............................................................  4

SCHEDULE 3...................................................................  6

  The Banks..................................................................  6

SCHEDULE 4...................................................................  7

  Further Amendments to Facility Agreement...................................  7

SCHEDULE 5................................................................... 11

  Conditions Precedent....................................................... 11
</TABLE>
<PAGE>

                                                                    Exhibit 10.7

THIS AMENDMENT AGREEMENT is made on the 3 February 2000

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 and as
     further amended pursuant to an amendment agreement dated 30 April 1999 and
     as further amended pursuant to an Amendment Agreement dated 31 August 1999
     and as further amended by an Amendment Agreement dated 25 November 1999 and
     as further amended by an Amendment Agreement dated 17 December 1999
     (collectively 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.

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

2.   Amendments

     Each of the parties agrees that, as from the Effective Date, the amendment
     referred to at Schedule 4 shall become effective (subject to the provisions
     of Clause 3.8 and 3.9).

3.   General

     3.1  The Facility Agreement and this Agreement shall be read and construed
          as a single document.

                                                                               1
<PAGE>

     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 other than the
          Potential Events of Default which have been notified to the Banks by
          the Facility Agent pursuant to a letter of request dated 25 January
          2000, and no Event of Default or Potential Event of Default would
          occur as a result of the Obligors entering into this Agreement.

     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 and, for the avoidance of doubt, each of the
          Guarantors reaffirms the Guarantee contained in Clause 23 of the
          Facility Agreement and agrees that such Guarantee continues in full
          force and effect notwithstanding this Agreement.

     3.7  Nothing contained herein shall constitute a waiver of any Event of
          Default or Potential Event of Default and the Banks expressly reserve
          all or any rights and remedies they may have in relation to the same.

     3.8  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 or on behalf of each Obligor
          in connection herewith.

     3.9  The Company shall procure that by no later than 7 days after 15
          February 2000 that it will deliver to the Facility Agent an opinion,
          in a form and substance satisfactory to the Facility Agent, addressed
          to the Facility Agent, the Security Agent and the Banks, from Kirkland
          & Ellis, United States of America legal advisors to the Company
          confirming that the amendments contemplated hereunder and the
          agreements and transactions contemplated in connection with the
          Sponsor Facility (including, but not limited to execution and delivery
          of the Sponsor Facility, and the issuance of the warrants referred to
          in the Term Sheet and the performance by the Company of its obligation
          thereunder) will not violate or result in a breach of the terms of the
          Note Indentures, the Senior Notes and the GSIC Note Documents.

     3.10 This Agreement shall be governed by and construed in accordance with
          English law.

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

                                                                               2
<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

                                                                               3
<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

Sturmey-Archer Europa 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

                                                                               4
<PAGE>

InterDerby Group Finance N.V.

The British Cycle Corporation Limited

BSA Cycles Limited

Triumph Cycle Co. Limited

Raleigh (Services) Limited

Derby Sweden AB

                                                                               5
<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

Kredietbank (Nederland) N.V.

Oldenburgische Landesbank AG

The Governor and Company of the Bank of Ireland

The Industrial Bank of Japan, Limited

                                                                               6
<PAGE>

                                  SCHEDULE 4

                   Further Amendments to Facility Agreement

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

"Sponsor Facility" shall mean the unsecured facility of $7,000,000
     contemplated by the Term Sheet and to be granted by Thayer and Perseus to
     the Company pursuant to the Sponsor Facility Documents (each to be in a
     form and substance satisfactory to the Facility Agent) to be entered into
     by those parties and under which such facility has been or will be made
     available by Thayer and Perseus to the Company by no later than 15 February
     2000;

"Sponsor Facility Documents" means each of the documents to be entered into
     by, inter alios, Thayer, Perseus and the Company in respect of the Sponsor
     Facility, including for the avoidance of doubt, but not limited to any
     facility letter and any warrant agreement;

"Sponsor Facility Letter" means the letter dated on or about the date of
     this Agreement in an agreed form and made between Thayer, Perseus and the
     Facility Agent and Security Agent; and

"Term Sheet" means the term sheet in the agreed form pursuant to which
     Thayer and Perseus have agreed to make available to the Company by no later
     than 15 February 2000 the Sponsor Facility.

2.   The definitions of "Net Proceeds" in Clause 1.1 shall be deleted and
     replaced with the following definition:

""Net Proceeds" means in respect of the sale of the property described in
     Clause 19.5(b)(xiv) (Pounds)8,400,000".

3.   The definition of "Permitted Financial Indebtedness" in Clause 1.1 shall be
     amended by deleting part (a) of that definition and replacing it with the
     following:-

"(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)  any indebtedness incurred under the Sponsor Facility provided
                 that such indebtedness is repaid by 1 August 2000 or converted
                 into equity in accordance with the Term Sheet."

4.   Clause 11.1 (Reduction of Facility) shall be deleted and replaced with the
     following:

     "11.1 Reduction of the Facility

           On each date specified in Column 1 below (each such date being a
           "Reduction Date") the Total Commitments shall be reduced such that
           they are equal to the amount set opposite such Reduction Date in
           Column 2 below less the aggregate

                                                                               7
<PAGE>

          amount of the Commitments that have been previously cancelled under
          this Agreement prior to that Reduction Date otherwise than solely as a
          result of the operation of this Clause 11.1 or Clause 7, whereupon the
          Revolving Commitment of each Bank (including, for the avoidance of
          doubt, the Revolving Commitment of each Ancillary Bank and without
          double counting a Bank's Ancillary Commitment) shall be reduced by a
          proportionate amount and pro rata to their respective Revolving
          Commitments at such time and the Standby L/C Commitments of the Banks
          shall be reduced by a proportionate amount pro rata and the Company
          shall procure that the aggregate Deutschmark Amount of all outstanding
          Advances, Standby L/Cs, Ancillary Facilities and amounts owing under
          Clause 11.3 (if any) shall on such date (and at all times thereafter)
          not exceed the Total Commitments on such date.

     Column 1                                          Column 2

     Reduction Date                                    Total Commitments

     on or before 30 June 2000                         DM214,000,000 minus the
                                                       Deutschmark Equivalent of
                                                       (Pounds)8,400,000
                                                       computed as at the date
                                                       falling 4 Business Days
                                                       before the Reduction Date

     Fifth Anniversary of the date of this Agreement   DM194,000,000

     Sixth Anniversary of the date of this Agreement   DM169,000,000

     Final Repayment Date                              Zero"

5.
     (i)  A new Clause 11.8 shall be inserted as follows:

     "11.8 Mandatory Prepayment of Net Proceeds.

          (a)  On or before 30 June 2000 the Company shall prepay in cash an
               amount equal to the Net Proceeds and all other amounts payable to
               the Facility Agent and each Bank hereunder (including any amounts
               payable under Clause 25.1(b))

          (b)  No amount prepaid under this Clause may be reborrowed. Any amount
               so prepaid shall be applied in reducing pro rata the Revolving
               Commitment of each Bank (including for the avoidance of doubt,
               the Revolving Commitment of each Ancillary Bank disregarding for
               this purpose its Ancillary Commitment and the Standby L/C
               Commitments of the Banks."

     (ii) Clauses 11.8 - Clause 11.13 inclusive shall be correspondingly
          renumbered Clauses 11.9 to 11.14 inclusive and any references to such
          clauses in the Facility Agreement shall be deemed to be references to
          the clause numbers so renumbered.

6.   Clause 19.5(b) (xii) (Negative Undertakings - disposals) commencing
     "disposal of assets which were acquired after the date of this
     Agreement..." shall be renumbered Clause 19.5(b) (xiii) and Clause 19.5(b)
     (xiii) shall be renumbered Clause 19.5 (xiv) and any reference to such
     clauses shall be deemed to be a reference to such clauses as renumbered.

7.   Clause 19.5(b) (xiv) (Negative Undertakings) shall be amended as follows:-

                                                                               8
<PAGE>

"(xiv)     (a)  the whole of the land and buildings comprised in title number
                NT337369 owned by Sturmey-Archer Limited;

       (b) the whole of the land and buildings comprised in title number P173612
           owned by Derby Holding Limited;

       (c) the part of the land and building comprised in title number NT329065
           owned by Raleigh Industries Limited shown hatched on the plan annexed
           (but not any other land in that title); and

       (d) that part of the land and buildings comprised in title number
           NT127908 owned by Derby Holding Limited shown hatched on the plan
           annexed (but not any other land in that title).

Together (the "Nottingham Property") and subject to the provisions of Clause
       11.1, the proceeds of the Nottingham Property may, to the extent it does
       not have sufficient alternative permitted funding (other than existing
       Ancillary Facilities and for the avoidance of doubt, provided that the
       Company may utilise the Revolving Facility to establish or maintain
       Ancillary Facilities), be utilised by the Group for working capital
       purposes only.

8.     Clause 19.5(w) (Share Capital) shall be amended by deleting Clause
       19.5(w)(iii) and replacing it with the following:-

"save as contemplated by the Recapitalisation Documents (as at the date of this
       Agreement) and the Term Sheet issue any new share capital or grant any
       option to any Person to subscribe for any shares in its capital other
       than another Group Member (provided that if the Security Agent already
       has security over the shares of the issuer of any such new shares then
       the Company will procure that the Group Member to whom such new shares
       are issued promptly provides security over such shares to the Security
       Agent to the reasonable satisfaction of the Security Agent)."

9.     Clause 19.5 (Negative Undertakings) shall be amended by inserting a new
       sub-clause 19.5(ac) as follows:-

"19.5(ac) Sponsor Facility

The Company shall not and shall procure that no Group Company shall repay,
       redeem, cancel or repurchase all or any part of the Sponsor Facility or
       make any other payment or distribution whether in cash or kind or in any
       manner whatsoever in respect of the Sponsor Facility save that such
       prohibition shall not apply provided each of the following conditions
       are, in the opinion of the Facility Agent, satisfied :-

(i)       the Total Commitments are reduced by the Deutschmark Equivalent of
          (Pounds)8,400,000 on or before 30 June 2000 in accordance with the
          provisions of Clause 11.1; and

(ii)      that no Default pursuant to Clause 21.1(a) has occurred which is
          continuing, or unwaived in writing by the Facility Agent; and

(iii)     the Revolving Facility Available Amount is greater than the amount of
          the Sponsor Facility immediately prior to the repayment of the Sponsor
          Facility."

                                                                               9
<PAGE>

                                  SCHEDULE 5

                             Conditions Precedent

1.   The Term Sheet in respect of the Sponsor Facility duly signed by each of
     the parties to the Sponsor Facility.

2.   The Sponsor Facility Letter duly signed by each party.

3.   Deed of Release in respect of the first fixed security over the Land Sale
     Account duly executed, but held in escrow.

                                                                              10
<PAGE>

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

By:

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:

LLOYDS TSB BANK PLC

By:

SCOTIA BANK EUROPE PLC

By:

THE BANK OF NOVA SCOTIA

By:

                                                                              11