AMENDMENT NO. 6 TO STOCKHOLDERS AGREEMENT
AMENDMENT NO. 6, dated as of December 31, 1997 to the Stockholders
Agreement, dated as of April 30, 1996, as amended (the "Stockholders
Agreement"), by and among AMF BOWLING, INC., a Delaware corporation formerly
named AMF Holdings Inc. ("Bowling"), GS CAPITAL PARTNERS II, L.P., a Delaware
limited partnership, GS CAPITAL PARTNERS II OFFSHORE, L.P., a Cayman Islands
exempt limited partnership, GOLDMAN SACHS & CO. VERWALTUNGS GMBH, a corporation
recorded in the Commercial Register Frankfurt, as nominee for GS Capital
Partners II German C.L.P., THE GOLDMAN SACHS GROUP, L.P., a Delaware limited
partnership, STONE STREET FUND 1995, L.P., a Delaware limited partnership, STONE
STREET 1996, L.P., a Delaware limited partnership, BRIDGE STREET FUND 1995,
L.P., a Delaware limited partnership, BRIDGE STREET FUND 1996, L.P., a Delaware
limited partnership, BLACKSTONE CAPITAL PARTNERS II MERCHANT BANKING FUND L.P.,
a Delaware limited partnership, BLACKSTONE OFFSHORE CAPITAL PARTNERS II L.P., a
Delaware limited partnership, BLACKSTONE FAMILY INVESTMENT PARTNERSHIP, L.P., a
Delaware limited partnership, BLACKSTONE FAMILY INVESTMENT PARTNERSHIP II, L.P.,
a Delaware limited partnership, KELSO INVESTMENT ASSOCIATES V, L.P., a Delaware
limited partnership, KELSO EQUITY PARTNERS V, L.P., a Delaware limited
partnership, BAIN CAPITAL FUND V, L.P., a Delaware limited partnership, BAIN
CAPITAL FUND V-B, L.P., a Delaware limited partnership, BCIP ASSOCIATES, a
Delaware general partnership, BCIP TRUST ASSOCIATES, L.P., a Delaware limited
partnership, CITICORP NORTH AMERICA, INC., a Delaware corporation, CHARLES M.
DIKER, the management investors listed in Schedule I to the Stockholders
Agreement, as such Schedule I may be amended from time to time (collectively,
the "Management Investors") and all other parties thereto.
WHEREAS, Bowling's Certificate of Incorporation was amended on October
29, 1997, among other things, to change the name from AMF Holdings Inc. to AMF
Bowling, Inc.;
WHEREAS, Charles M. Diker desires to make certain dispositions of the
Common Stock of Bowling to members of his family and certain affiliated entities
(the "Diker Transferees") in the respective amounts set forth on the signature
pages hereto underneath the signature of each Diker Transferee; and
WHEREAS, pursuant to and in accordance with Section 3.9 of the
Stockholders Agreement, Holdings wishes to amend the Stockholders Agreement on
the terms contained herein;
NOW, THEREFORE, the Stockholders Agreement is amended as follows:
1. New Holders. The Stockholders Agreement is hereby amended to include
the Diker Transferees listed on the signature pages hereto as parties to the
Stockholders Agreement and the Diker Transferees agree to be bound by all of the
applicable terms and conditions of the Stockholders Agreement.
2. Governing Law. This Amendment shall be governed and construed and
enforced in accordance with the laws of the State of New York, without regard to
principles of conflicts of laws thereof.
3. Reaffirmation. In all respects not inconsistent with the terms and
provisions of this Amendment No. 6, the Stockholders Agreement shall continue to
be in full force and effect in accordance with the terms and conditions thereof,
and is hereby ratified, adopted, approved and confirmed. From and after the date
hereof, each reference to the Stockholders Agreement in any other instrument or
document shall be deemed a reference to the Stockholders Agreement as amended
hereby, unless the context otherwise requires.
4. No Waiver. The execution, delivery and performance of this Amendment
No. 6 shall not operate as a waiver of any condition, power, remedy or right
exercisable in accordance with the Stockholders Agreement, and shall not
constitute a waiver of any provision of the Stockholders Agreement, except as
expressly provided herein.
IN WITNESS WHEREOF, AMF Bowling, Inc. has caused this Amendment No. 6
to be duly executed, as of the date first written above.
AMF BOWLING, INC.
By: /s/ Douglas J. Stanard
---------------------------------------
Name: Douglas J. Stanard
Title: President & CEO
The undersigned, by signing his, her or its name hereto, hereby agrees
to be bound by all of the terms and conditions of the Stockholders Agreement as
amended; this signature page also being deemed to be a counterpart to the
Stockholders Agreement.
Dated as of the date first written above.
VALERIE CHARLES DIKER FUND INC.
By: /s/ Charles Diker
-----------------------------------------
Name: Charles Diker
Title: President
Address: c/o Charles Diker
Charles Diker Associates
One New York Plaza, 31st Floor
New York, New York 10004
Telecopier No.: (212) 559-0292
Number of Shares: 11,054.71
----------------------------------------
Valerie Diker
Address: c/o Charles Diker
Charles Diker Associates
One New York Plaza, 31st Floor
New York, New York 10004
Telecopier No.: (212) 559-0292
Number of Shares: 33,164.14
CHARLES DIKER & VALERIE DIKER
TRUSTEES FOR PATRICIA HELEN DIKER
AUG. 31, 1987 TRUST
By: /s/ Charles Diker
-----------------------------------------
Charles Diker, Trustee
By:
-----------------------------------------
Valerie Diker, Trustee
Address: c/o Charles Diker
Charles Diker Associates
One New York Plaza, 31st Floor
New York, New York 10004
Telecopier No.: (212) 559-0292
Number of Shares: 11,054.71
CHARLES DIKER & VALERIE DIKE
TRUSTEES FOR MARK NORMAN DIKER
AUG. 4, 1987 TRUST
By:
-----------------------------------------
Charles Diker, Trustee
By: /s/ Valerie Diker
-----------------------------------------
Valerie Diker, Trustee
Address: c/o Charles Diker
Charles Diker Associates
One New York Plaza, 31st Floor
New York, New York 10004
Telecopier No.: (212) 559-0292
Number of Shares: 11,054.71
CHARLES DIKER & VALERIE DIKER
TRUSTEES FOR BRUCE DANIEL DIKER
OCT. 1, 1987 TRUST
By:
-----------------------------------------
Charles Diker, Trustee
By: /s/ Valerie Diker, Trustee
-----------------------------------------
Valerie Diker, Trustee
Address: c/o Charles Diker
Charles Diker Associates
One New York Plaza, 31st Floor
New York, New York 10004
Telecopier No.: (212) 559-0292
Number of Shares: 11,054.71