Exhibit 10.1
EXECUTION COPY
AMENDMENT NO. 1 AND WAIVER TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of September 30, 1998
AMENDMENT NO. 1 AND WAIVER TO THE THIRD AMENDED AND RESTATED CREDIT
AGREEMENT among AMF BOWLING WORLDWIDE, INC. (formerly known as AMF Group Inc.),
a Delaware corporation (the "Borrower"), the banks, financial institutions and
other institutional lenders parties to the Credit Agreement referred to below
(collectively, the "Lenders"), GOLDMAN SACHS CREDIT PARTNERS L.P. ("Goldman")
and CITICORP SECURITIES, INC., as arrangers (the "Arrangers"), GOLDMAN, as
syndication agent (together with any successor appointed pursuant to Article VII
of the Credit Agreement, the "Syndication Agent"), CITIBANK, N.A., as
administrative agent (together with any successor appointed pursuant to Article
VII of the Credit Agreement, the "Administrative Agent"), and CITICORP USA,
INC., as collateral agent (together with any successor appointed pursuant to
Article VII of the Credit Agreement, the "Collateral Agent").
PRELIMINARY STATEMENTS:
(1) The Borrower, the Lenders, the Arrangers, the Syndication Agent, the
Administrative Agent and the Collateral Agent have entered into a Third Amended
and Restated Credit Agreement dated as of November 7, 1997 (as amended,
supplemented or otherwise modified prior to the date hereof, the "Credit
Agreement"). Capitalized terms not otherwise defined in this Amendment and
Waiver have the same meanings as specified in the Credit Agreement.
(2) The Borrower has requested that the Lenders agree, inter alia, to amend
and/or waive temporarily certain covenants contained in Article V of the Credit
Agreement.
(3) The Required Lenders are, on the terms and conditions stated below,
willing to grant the request of the Borrower and the Borrower and the Required
Lenders have agreed to amend the Credit Agreement as hereinafter set forth.
SECTION 1. Amendments to Credit Agreement. The Credit Agreement is,
effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 3, hereby amended as follows:
(a) The definition of "Applicable Margin" in Section 1.01 of the Credit
Agreement shall be amended by (i) deleting subsections (a) and (b) thereof and
the tables immediately following same and substituting therefor the following:
"a percentage per annum determined by reference to the Total
Debt/EBITDA Ratio as set forth below:
Facility Total Applicable Margin Applicable Margin
Debt/EBITDA For Base Rate for Eurodollar Rate
Ratio Advances Advances
- ----------------------------------------------------------------------------------------
Working Capital Level I
Facility and Term less than or equal
Loan Facility to 3.50:1 0.000% 0.750%
Level II
greater than 3.50:1
but less than or equal
to 4.25:1 0.000% 1.000%
Level III
greater than 4.25:1
but less than or equal
to 4.75:1 0.500% 1.500%
Level IV
greater than 4.75:1
but less than or equal
to 5.50:1 0.750% 1.750%
Level V
greater than 5.50:1
but less than or equal
to 6.00:1 0.875% 1.875%
Level VI
greater than 6.00:1
but less than or equal
to 6.50:1 1.250% 2.250%
Facility Total Applicable Margin Applicable Margin
Debt/EBITDA For Base Rate for Eurodollar Rate
Ratio Advances Advances
- ----------------------------------------------------------------------------------------
Working Capital Level VII
Facility and Term greater than 6.50:1
Loan Facility but less than or equal
to 7.00:1 1.500% 2.500%
Level VIII
greater than 7.00:1
but less than or equal
to 7.25:1 1.750% 2.750%
Level IX
greater than 7.25:1 2.000% 3.000%
Facility Total Applicable Margin Applicable Margin
Debt/EBITDA For Base Rate for Eurodollar Rate
Ratio Advances Advances
- ----------------------------------------------------------------------------------------
AXELs Series A Level I
Facility less than or equal
to 4.00:1 0.875% 1.875%
Level II
greater than 4.00:1
but less than or equal
to 5.50:1 1.000% 2.000%
Level III
greater than 5.50:1
but less than or equal
to 6.00:1 1.125% 2.125%
Level IV
greater than 6.00:1
but less than or equal
to 6.50:1 1.750% 2.750%
Level V
greater than 6.50:1
but less than or equal
to 7.00:1 2.000% 3.000%
Level VI
greater than 7.00:1
but less than or equal
to 7.25:1 2.250% 3.250%
Level VII
greater than 7.25:1 2.500% 3.500%
Facility Total Applicable Margin Applicable Margin
Debt/EBITDA For Base Rate for Eurodollar Rate
Ratio Advances Advances
- ----------------------------------------------------------------------------------------
AXELs Series B Level I
Facility and New less than or equal
AXELs Series B to 4.00:1 1.125% 2.125%
Facility
Level II
greater than 4.00:1
but less than or equal
to 5.50:1 1.250% 2.250%
Level III
greater than 5.50:1
but less than or equal
to 6.00:1 1.375% 2.375%
Level IV
greater than 6.00:1
but less than or equal
to 6.50:1 2.000% 3.000%
Level V
greater than 6.50:1
but less than or equal
to 7.00:1 2.250% 3.250%
Level VI
greater than 7.00:1
but less than or equal
to 7.25:1 2.500% 3.500%
Level VII
greater than 7.25:1 2.750% 3.750%
and (ii) adding immediately preceding the period at the end thereof
the following:
", and provided still further, however, that for the period
from September 30, 1998 until the third Business Day after
the first date occurring after September 30, 1998 on which
the Administrative Agent receives the
relevant Financial Statements, the Applicable Margin shall be set at
Level VI in the case of the Working Capital Advances and the Term Loan
Advances and at Level IV in the case of the AXELs Series A Advances,
the AXELs Series B Advances and the New AXELs Series B Advances, and
for the period from December 31, 1998 until the third Business Day
after the first date occurring after December 31, 1998 on which the
Administrative Agent receives the relevant Financial Statements, the
Applicable Margin shall be set at Level VII in the case of the Working
Capital Advances and the Term Loan Advances and at Level V in the case
of the AXELs Series A Advances, the AXELs Series B Advances and the
New Axels Series B Advances".
(b) Section 1.01 is further amended by adding the following definition in
the appropriate alphabetical order:
"Restricted Period" means the period from September 30, 1998 to
December 31, 1999."
(c) Section 2.03 of the Credit Agreement is amended as follows:
(i) Subsection (a) thereof is amended by deleting the phrase "and each
Working Capital Lender" from the first sentence thereof: and
(ii) Subsection (b) thereof is amended in full to read as follows:
"(b) Letter of Credit Reports. Each Issuing Bank shall furnish
(A) to the Administrative Agent on the first Business Day of each
month a written report summarizing issuance and expiration dates of
Letters of Credit issued by such Issuing Bank during the previous
month and drawings during such month under all Letters of Credit
issued by such Issuing Bank, and the Administrative Agent shall
promptly furnish such report to any Working Capital Lender upon
request and (B) to the Administrative Agent on the first Business Day
of each calendar quarter a written report setting forth the average
daily aggregate Available Amount during the preceding calendar quarter
of all Letters of Credit issued by such Issuing Bank, and the
Administrative Agent shall furnish such report to the Working Capital
Lenders promptly upon receipt thereof."
(d) Section 2.08(a) of the Credit Agreement is amended by deleting the
number "0.375%" from the eighth line thereof and substituting therefor the
following text: "(i) during such periods as the Total Debt/EBITDA Ratio shall be
less than or equal to 6.00:1, 0.375% and (ii) at all other times, 0.500%,".
(e) Section 3.02(a)(iii) of the Credit Agreement is amended in full as
follows:
"(iii) in the case of any Working Capital Borrowing the proceeds of
which are to be used to make an acquisition or to refinance the costs of
construction of a New Center, (A) after giving effect to the acquisition to
be made, or costs of construction to be refinanced, with the proceeds of
such Borrowing, the Borrower shall be in pro forma compliance with the
covenants contained in Section 5.04, calculated based on the most recent
Financial Statements (and including, for purposes of determining such pro
forma compliance, the Debt and Modified Consolidated EBITDA attributable to
the bowling center being so acquired or refinanced as though such
acquisition or construction had occurred at the beginning of the 12-month
period covered by such Financial Statements), (B) during the Restricted
Period, no such Borrowing shall be permitted if, after giving effect to the
acquisition to be made with the proceeds of such Borrowing, the sum of the
aggregate purchase price of acquisitions made pursuant to Section
5.02(f)(ix) during the Restricted Period (other than any such acquisitions
to the extent such acquisitions are paid for with common stock of Parent
and other than the acquisition of bowling centers for a total acquisition
price not to exceed $8,300,000 to be completed in the fourth quarter of
1998 as reflected in the projections furnished to the Lender Parties in
connection with Amendment No. 1 and Waiver dated September 30, 1998 to this
Agreement) plus binding commitments of the Borrower and its Subsidiaries to
make cash Investments during the Restricted Period consisting of or in
connection with acquisitions would exceed (1) if the Total Debt/EBITDA
Ratio at such time is less than 7.00:1, $30,000,000 or (2) in all other
cases, $10,000,000, (C) after giving effect to the acquisition to be made,
or costs of construction to be refinanced, with the proceeds of such
Borrowing, the aggregate amount of all Unused Working Capital Commitments
shall be not less than $100,000,000, and (D) the Borrower shall have
delivered a certificate to the Administrative Agent and the Lender Parties
in form satisfactory to the Administrative Agent demonstrating compliance
with clauses (A), (B) and (C) above, provided, however, that prior to
January 1, 2000, no such Working Capital Borrowing shall be used to
refinance the costs of construction of a New Center;".
(f) Section 4.01 of the Credit Agreement is amended by adding a new
subsection (pp) at the end thereof to read as follows:
"(pp) The Borrower has (i) initiated a review and assessment of all
areas within its and each of its Subsidiaries' business and operations
(including those affected by major suppliers, vendors and customers) that
could be adversely affected by the risk that computer applications used by
the Borrower or any of its Subsidiaries (or major suppliers, vendors and
customers) may be unable to recognize and perform properly date-sensitive
functions involving certain dates prior to and any date after December 31,
1999 (the "Year 2000 Problem"), (ii) developed a plan and timetable for
addressing the Year 2000 Problem on a timely basis and (iii) to date,
implemented that plan in accordance with such timetable. Based on the
foregoing, the Borrower believes that all computer applications (including
those of its major suppliers, vendors and customers) that are material to
its or any of its Subsidiaries' business and operations are reasonably
expected on a timely basis to be able to perform properly date-sensitive
functions for all dates before and after January 1, 2000, except to the
extent that a failure to do so could not reasonably be expected to have a
Material Adverse Effect."
(g) Section 5.02(f) of the Credit Agreement is amended as follows:
(i) Clause (i) thereof is amended by adding immediately preceding the
semicolon at the end thereof the following:
"provided further, however, that notwithstanding the foregoing, no
Investments shall be made pursuant to this clause (i) during the
Restricted Period".
(ii) Clause (ii) thereof is amended by adding immediately
preceding the semicolon at the end thereof the following:
"provided, however, that notwithstanding the foregoing, no Investments
shall be made pursuant to this clause (ii) during the Restricted
Period".
(iii) Subsection (ix) thereof is amended in full to read as
follows:
"(ix) other Investments made in connection with the acquisition
of all or any part of the assets or stock or other equity interest of
any Person or the acquisition or construction of New Centers; provided
that with respect to Investments made under this clause (ix): (1) any
newly
acquired or created Subsidiary of the Borrower or any of its
Subsidiaries shall be a wholly owned Subsidiary thereof and such
Subsidiary (unless such Subsidiary is a Foreign Subsidiary) shall
become a Subsidiary Guarantor and execute and deliver the documents
referred to in Section 5.01(n); (2) immediately before and after
giving effect thereto, no Default shall have occurred and be
continuing or would result therefrom; (3) substantially all of any
business acquired or invested in pursuant to this clause (ix) shall be
in the same or a substantially related line of business as the
business of the Borrower or any of its Subsidiaries (after giving
effect to permitted expansion by the Borrower and its Subsidiaries
into golf-related business pursuant to Section 5.02(h));
(4) immediately after giving effect to the acquisition of a company or
business pursuant to this clause (ix), the Borrower shall be in pro
forma compliance with the convenants contained in Section 5.04,
calculated based on the relevant Financial Statements, as though such
acquisition had occurred at the beginning of the 12-month period
covered thereby, as evidenced by a certificate of a Designated
Financial Officer furnished to the Lender Parties, demonstrating such
compliance and reflecting the Adjusted EBITDA of any bowling center so
acquired for the immediately preceding 12-month period; (5) during the
Restricted Period, no such Investment (other than acquisitions to the
extent such acquisitions are paid for with common stock of Parent)
shall be permitted if, after giving effect to such Investment, the sum
of the aggregate purchase price of acquisitions made pursuant to this
clause (ix) during the Restricted Period (other than any such
acquisitions to the extent such acquisitions are paid for with common
stock of Parent and other than the acquisition to the extent such
acquisitions of bowling centers for a total acquisition price not to
exceed $8,300,000 to be completed in the fourth quarter of 1998 as
reflected in the projections furnished to the Lender Parties in
connection with Amendment No. 1 and Waiver dated September 30, 1998 to
this Agreement) plus binding commitments of the Borrower and its
Subsidiaries to make cash Investments during the Restricted Period
consisting of or in connection with acquisitions would exceed (x) if
the Total Debt/EBITDA Ratio at such time is less than 7.0:1,
$30,000,000 or (y) in all other cases, $10,000,000; and (7)
immediately after giving effect to the acquisition of a company or
business pursuant to this clause (ix), the aggregate amount of all
Unused Working Capital Commitments shall be at least $100,000,000."
(h) Sections 5.02(q) of the Credit Agreement is amended in full as
follows:
"(q) Capital Expenditures. Make, or permit any of its Subsidiaries to
make, any Capital Expenditures that would cause the aggregate of all such
Capital Expenditures made by the Borrower and its Subsidiaries to exceed
$80,000,000 during the Fiscal Year ending December 31, 1998, $70,000,000
during the Fiscal Year ending December 31, 1999 and $100,000,000 during
each Fiscal Year thereafter, provided, that, other than during the
Restricted Period to the extent that any Capital Expenditures permitted to
be made in any Fiscal Year shall not have been so made, such Capital
Expenditures may be made in the immediately succeeding Fiscal Year;
provided further, that for purposes of calculating the aggregate amount of
Capital Expenditures permitted in any Fiscal Year, any amounts so carried
over from the immediately preceding Fiscal Year shall be deemed to be spent
after amounts otherwise permitted to be spent in such Fiscal Year; and
provided still further, however, that, during the Restricted Period, after
giving effect to any such Capital Expenditure, the aggregate amount of all
Unused Working Capital Commitments shall be not less than $100,000,000."
(i) Section 5.03 of the Credit Agreement is amended by (i) deleting the
words "the Borrower" and substituting therefor the word "Holdings" in the third,
fifth, and eighth lines of subsection (b) thereof and in the third, fourth,
sixth and eleventh lines of subsection (c) thereof, and (ii) by adding
immediately following the phrase "all Other Additions, if any, for such Rolling
Period" in subsections (b) and (c) thereof the following:
"and (C) stating that the financial statements of Holdings and its
Subsidiaries delivered pursuant to this subsection are substantially the
same as the financial statements of the Borrower and its Subsidiaries for
the same dates and periods".
(j) Section 5.03 of the Credit Agreement is amended by inserting the
following as a new Section 5.03(v):
"(v) On the 20th Business Day of each month occurring in the period
beginning October 1, 1998 and ending December 31, 1999, a report concerning
the Borrower's Consolidated financial status substantially in the form
attached hereto as Exhibit S."
(k) Section 5.04(a) of the Credit Agreement is amended by:
(i) inserting the following phrase immediately after the
numeral "(ii)" in the fourth line thereof:
"for all Rolling Periods other than the Rolling Periods ending on
September 30, 1998, December 31, 1998, March 31, 1999, June 30, 1999,
September 30, 1999 and December 31, 1999 (for the aforementioned Rolling
Periods no EBITDA Adjustment Amount shall be added),";
(ii) deleting the amount "$155,000,000" set forth across from
the date "September 30, 1998" and substituting therefor the amount
"$150,000,000";
(iii) deleting the amount "$155,000,000" set forth across from
the date "December 31, 1998" and substituting therefor the amount
"$150,000,000";
(iv) deleting the amount "$155,000,000" set forth across from
the date "March 31, 1999" and substituting therefor the amount "$145,000,000;"
(v) deleting the amount "$155,000,000" set forth across from
the date "June 30, 1999" and substituting therefor the amount "$145,000,000;"
(vi) deleting the amount "$165,000,000" set forth across from
the date "September 30, 1999" and substituting therefor the amount
"$145,000,000"; and
(vii) deleting the amount "$165,000,000" set forth across from
the date "December 31, 1999" and substituting therefor the amount
"$145,000,000".
(l) Section 5.04(b) of the Credit Agreement is amended by:
(i) deleting the ratios set forth across from the dates
"September 30, 1998" and "December 31, 1998" and substituting therefor the ratio
"1.90:1";
(ii) deleting the ratios set forth across from the dates "March
31, 1999" and "June 30, 1999" and substituting therefor the ratio "1.85:1"; and
(iii) deleting the ratios set forth across from the dates
"September 30, 1999" and "December 31, 1999" and substituting therefor the ratio
"1.80:1".
(m) Section 5.04(d) of the Credit Agreement is amended by:
(i) deleting the ratios set forth across from the dates
"September 30, 1998" and "December 31, 1998" and substituting therefor the ratio
"4.00:1"; and
(ii) deleting the ratios set forth across from the dates "March
31, 1999", "June 30, 1999", "September 30, 1999" and "December 31, 1999" and
substituting therefor the ratio "4.25:1".
(n) Section 5.04(e) of the Credit Agreement is amended by:
(i) deleting the ratios set forth across from the dates
"September 30, 1998" and "December 31, 1998" and substituting therefor the ratio
"7.00:1"; and
(ii) deleting the ratios set forth across from the dates "March
31, 1999", "June 30, 1999", "September 30, 1999" and "December 31, 1999" and
substituting therefor the ratio "7.5:1".
(o) The document attached hereto as Exhibit A shall be attached to the
Credit Agreement as Exhibit S thereto.
SECTION 2. Waiver. Compliance by the Borrower with Section 5.04(c) of
the Credit Agreement (which Section requires that the Borrower maintain a
certain fixed charge coverage ratio) is, effective as of the date hereof and
subject to the satisfaction of the conditions precedent set forth in Section 3,
hereby waived from the date hereof through and including December 31, 1999.
SECTION 3. Conditions of Effectiveness. This Amendment and Waiver shall
become effective as of the date first above written when, and only when, on or
before 5:00 p.m. (New York City time) on September 29, 1998, the following
conditions precedent shall have been satisfied; (x) no Default shall have
occurred and be continuing at such time (after giving effect to the waiver set
forth in Section 2) and (y) the Administrative Agent shall have received (a)
counterparts of (i) this Amendment and Waiver executed by the Borrower and the
Required Lenders or, as to any of the Lenders, advice satisfactory to the
Administrative Agent that such Lender has executed this Amendment and Waiver and
(ii) the
consent attached hereto executed by each Loan Party (other than the Borrower),
(b) certified copies of the resolutions of the Board of Directors of the
Borrower and each other Loan Party approving this Amendment and Waiver and the
transactions contemplated hereby and of all documents evidencing other necessary
corporate action and governmental and other third party approvals and consents,
if any, with respect to this Amendment and Waiver and the transactions
contemplated hereby, (c) a favorable opinion of Wachtell, Lipton, Rosen & Katz,
special counsel for the Loan Parties, in form and substance satisfactory to the
Agents, and (d) an amendment fee for the account of each Lender approving this
Amendment and Waiver in an amount for each such Lender equal to the product of
(i) such Lender's Commitments (whether used or unused) and (ii) 0.25%. This
Amendment and Waiver is subject to the provisions of Section 8.01 of the Credit
Agreement.
SECTION 4. Reference to and Effect on the Credit Agreement and the other
Loan Documents. (a) On and after the effectiveness of this Amendment and Waiver,
each reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof" or words of like import referring to the Credit Agreement, and each
reference in the Notes and each of the other Loan Documents to "the Credit
Agreement", "thereunder", "thereof" or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement, as
amended by this Amendment and Waiver.
(b) The Credit Agreement, the Notes and each of the other Loan
Documents, as specifically amended by this Amendment and Waiver, and except to
the extent of the waiver specifically provided above, are and shall continue to
be in full force and effect and are hereby in all respect ratified and
confirmed. Without limiting the generality of the foregoing, the Collateral
Documents and all of the Collateral described therein do and shall continue to
secure the payment of all Obligations of the Loan Parties under the Loan
Documents, in each case as amended by this Amendment and Waiver.
(c) The execution, delivery and effectiveness of this Amendment and
Waiver shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender or any Agent under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan
Documents.
SECTION 5. Costs and Expenses. The Borrower agrees to pay on demand all
costs and expenses of the Agents in connection with the preparation, execution,
delivery and administration, modification and amendment of this Amendment and
Waiver and the other instruments and documents to be delivered hereunder
(including, without limitation, the reasonable fees and expenses of counsel for
the Agents) in accordance with the terms of Section 8.04 of the Credit
Agreement.
SECTION 6. Execution in Counterparts. This Amendment and Waiver may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment and Waiver by telecopier shall be effective as delivery of a manually
executed counterpart of this Amendment and Waiver.
SECTION 7. Governing Law. This Amendment and Waiver shall be governed
by, and construed in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment and Waiver to be executed by their respective officers thereunto duly
authorized, as of the date first above written.
AMF BOWLING WORLDWIDE, INC.
By : /S/ Stephen E. Hare
Title: Executive Vice President and
Chief Financial Officer
GOLDMAN SACHS CREDIT
PARTNERS, L.P.,
as Syndication Agent
By : /s/ Stephen B. King
Title: Authorized Signatory
CITIBANK, N.A.,
as Administrative Agent
By : /s/ Judith Fishlow Minter
Title: Attorney-in-Fact
CITICORP USA, INC.,
as Collateral Agent
By : /s/ Judith Fishlow Minter
Title: Attorney-in-Fact
Lenders
GOLDMAN SACHS CREDIT PARTNERS L.P.
By : /s/ Stephen B. King
Title: Authorized Signatory
CITICORP USA, INC.
By : /s/ Judith Fishlow Minter
Title: Attorney-in-Fact
ABN AMRO BANK N.V.
By /s/ Lisa Megaeski
Title: Vice president
By :/s/Michael A. Kowalczuk
Title: Corporate Banking Officer
AERIES FINANCE LTD.
By: Illegible
Title: Director
ALLSTATE LIFE INSURANCE COMPANY
By: Illegible
Title: Authorized Signatory
By: Illegible
Title: Authorized Signatory
AMARA - 2 FINANCE LTD.
By : Illegible
Title: Director
AMSOUTH BANK
By : /s/Brian Grantham
Title: Assistant Vice President
BANK OF AMERICA NT & SA
By : /s/Francis J. Griffin
Title: Attorney in Fact
BANK OF HAWAII
By : /s/Donna R. Parker
Title: Vice President
THE BANK OF NOVA SCOTIA
By : /s/J.R. Trimble
Title: Authorized Signatory
BANK OF SCOTLAND
By : /s/Janet Taffe
Title: Assistant Vice President
BANKBOSTON, N.A.
By : Illegible
Title: Group Executive
BALANCED HIGH-YIELD FUND I LTD.,
By: BHF-BANK Aktiengesellshaft, acting
through its New York Branch, as
attorney-in-fact
By : Illegible
Title: AVP
By : Illegible
Title: A.T.
BHF-BANK AG
By : /s/John Sykes
Title: Vice President
By : Illegible
Title: A.T.
CAPTIVA FINANCE LTD.
By : Illegible
Title:
CIBC INC.
By : /s/Gerald Girardi
Title: Executive Director
CITY NATIONAL BANK
By : Illegible
Title: Vice President
COMERICA BANK
By : Illegible
Title: Vice President
COMPAGNIE FINANCIERE DE CIC ET DE L'UNION
EUROPEENNE
By : /s/Brian O' Leary
Title: Vice President
By : /s/Sean Mournier
Title: First Vice President
COMMERCIAL LOAN FUNDING TRUST I
By: Lehman Commercial Paper Inc., not in its
individual capacity but solely as
Administrative Agent
By : /s/Michele Swanson
Title: Authorized Signatory
CORESTATES BANK N.A.
By /s/ Jon Anderson
Title: Vice President
CREDIT AGRICOLE INDOSUEZ
By : /s/David Bouhl
Title: F.V.P.
By : /s/Dean Balice
Title: Senior Vice President
BANK AUSTRIA CREDITANSTALT CORPORATE
FINANCE, INC.
By : /s/ Clifford L. Wells
Title: Vice President
By : /s/Flona McKone
Title: Senior Associate
CRESTAR BANK
By : Illegible
Title: VP
DEBT STRATEGIES FUND II, INC.
By
Title:
DELANO COMPANY
By
Title:
DRESDNER BANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES
By : /s/ Illegible
Title:
By : Kam Pasha
Title: Vice President
ERSTE BANK, NEW YORK BRANCH
By : /s/David Manheim
Title: Assistant Vice President
By: /s/John S. Runnion
Title: First Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By : Illegible
Title: Manager-Operations (SFG)
GOLDMAN SACHS AND COMPANY
By
Title:
IMPERIAL BANK
By : /s/Ray Vadalma
Title: Senior Vice President
INCOME STRATEGIES PORTFOLIO
By
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By : /s/Takuya Honjo
Title: Senior Vice President
KEYPORT LIFE INSURANCE COMPANY
By: /s/Brian W. Good
Title: Vice President & Portfolio Manager
KZH III LLC
By : /s/Virginia Conway
Title: Authorized Agent
KZH-CNC LLC
By
Title:
LEHMAN COMMERCIAL PAPER INC.
By
Title:
MARINE MIDLAND BANK
By : /s/Christopher F. French
Title: Authorized Agent
MELLON BANK, N.A.
By : /s/Donald G. Cassidy, Jr.
Title: First Vice President
MERITA BANK LTD, NEW YORK BRANCH
By : Illegible
Title: VP
By : Illegible
Title: VP
DEBT STRATEGIES FUND I, INC.
By : /s/John M. Johnson
Title: Authorized Signatory
DEBT STRATEGIES FUND II, INC.
By : /s/John M. Johnson
Title: Authorized Signatory
SENIOR HIGH INCOME PORTFOLIO, INC.
By : /s/John M. Johnson
Title: Authorized Signatory
MERRILL LYNCH PRIME RATE PORTFOLIO
By: Merrill Lynch Asset Management, L.P., as
Investment Advisor
By : /s/John M. Johnson
Title: Authorized Signatory
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
By : /s/ John M. Johnson
Title: Authorized Signatory
MERRILL LYNCH SENIOR GLOBAL INVESTMENT SERIES:
INCOME STRATEGIES PORTFOLIO
By: Merrill Lynch Asset Mangement, L.P., as
Investment Advisor
By : /s/ John M. Johnson
Title: Authorized Signatory
METROPOLITAN LIFE INSURANCE COMPANY
By : /s/James R. Dingler
Title: Director
THE MITSUBISHI TRUST AND BANKING CORPORATION
By : /s/Toshiro Hayashi
Title: Senior Vice President
ML CBO IV (CAYMAN) LTD.
By: Highland Capital Management, L.P. as
Collateral Manager
By : /s/Mark K. Okada CFA
Title: Executive Vice President
MORGAN STANLEY SENIOR FUNDING, INC.
By : Illegible
Title:
NATEXIS BANQUE BFCE
By : /s/Frank H. Madden, Jr.
Title: Vice President
By : /s/William C. Maier
Title: Senior Vice President
NATIONAL CITY BANK
By: Illegible
Title: V.P.
OCTAGON LOAN TRUST
By : /s/Andrew D. Gordon
Title: Managing Director
OSPREY INVESTMENT PORTFOLIO
By : /s/ Hans L. Christensen
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By Illegible
Title: Vice President
PPM AMERICA, INC.,
as attorney in fact, on behalf of
JACKSON NATIONAL LIFE INSURANCE COMPANY
By : Illegible
Title: Managing Director
PAMCO CAYMAN LTD MANAGEMENT L.P.
By: Highland Capital
By : /s/ Mark K. Okada CFA
Title: Executive Vice President
ROYALTON COMPANY
By: PACIFIC INVESTMENT MANAGEMENT COMPANY,
as its Investment Advisor
By : /s/ Raymond Kennedy
Title: Sr. Vice President
THE SAKURA BANK, LIMITED, NEW YORK BRANCH
By : /s/ Yasuhiro Terada
Title: Senior Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By : /s/ Payson F. Swaffield
Title: Vice President
FIRST UNION NATIONAL BANK, SUCCESSOR IN
INTEREST TO SIGNET BANK
By : Illegible
Title: Vice President
SOCIETE GENERALE
By : /s/ John M. Stack
Title: Director
TORONTO DOMINION BANK
By : /s/ David G. Parker
Title: Mgr. Cr. Admin.
TRANSAMERICA BUSINESS CREDIT CORPORATION
By : Illegible
Title: SVP
VAN KAMPEN AMERICAN CAPITAL PRIME RATE
INCOME TRUST
By : /s/ Jeffrey W. Maillet
Title: Senior Vice president & Director
VAN KAMPEN CLO I, LIMITED
BY: VAN KAMPEN AMERICAL CAPITAL MANGEMENT INC.,
as Collateral Manager
By : /s/ Jeffrey W. Maillet
Title: Senior Vice president & Director
EXHIBIT A TO AMENDMENT NO. 1 AND WAIVER
TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENT
Dated as of September 30, 1998
Each of the undersigned, as a Loan Party party to certain of
the Loan Documents (as defined in the Credit Agreement referred to in the
foregoing Amendment No. 1 and Waiver to the Third Amended and Restated Credit
Agreement), hereby consents to such Amendment and Waiver and hereby confirms and
agrees that (a) notwithstanding the effectiveness of such Amendment and Waiver,
each Loan Document to which it is a party is, and shall continue to be, in full
force and effect and is hereby ratified and confirmed in all respects, except
that, on and after the effectiveness of such Amendment and Waiver, each
reference in such Loan Document to the "Credit Agreement", "thereunder",
"thereof" or words of like import shall mean and be a reference to the Credit
Agreement, as amended by such Amendment and Waiver, and (b) the Collateral
Documents to which such Loan Party is a party and all of the Collateral
described therein do, and shall continue to, secure the payment of all of the
Secured Obligations (in each case, as defined therein).
AMF BCO-CHINA, INC.
By : /s/ Stephen E. Hare
Title: Executive Vice President and Chief
Financial Officer
AMF BCO-FRANCE ONE, INC.
By : /s/ Stephen E. Hare
Title: Executive Vice President and Chief
Financial Officer
AMF BCO-FRANCE TWO, INC.
By : /s/ Stephen E. Hare
Title: Executive Vice President and Chief
Financial Officer
AMF BCO-UK ONE, INC.
By : /s/ Stephen E. Hare
Title: Executive Vice President and Chief
Financial Officer
AMF BCO-UK TWO, INC.
By : /s/ Stephen E. Hare
Title: Executive Vice President and Chief
Financial Officer
AMF BEVERAGE COMPANY OF OREGON, INC.
By :/s/ Michael P. Bardaro
Title: Senior Vice President and Corporate
Controller
AMF BEVERAGE COMPANY OF W.
VA., INC.
By :/s/ Michael P. Bardaro
Title: Senior Vice President and Corporate
Controller
AMF BOWLING PRODUCTS, INC.
By : /s/ Stephen E. Hare
Title: Executive Vice President and Chief
Financial Officer
AMF BOWLING CENTERS, INC.
By :/s/ Michael P. Bardaro
Title: Senior Vice President and Corporate
Controller
AMF BOWLING CENTERS CHINA,
INC.
By : /s/ Stephen E. Hare
Title: Executive Vice President and Chief
Financial Officer
AMF BOWLING CENTERS
INTERNATIONAL INC.
By : /s/ Stephen E. Hare
Title: Executive Vice President and Chief
Financial Officer
AMF BOWLING CENTERS (AUST)
INTERNATIONAL INC.
By : /s/ Stephen E. Hare
Title: Executive Vice President and Chief
Financial Officer
AMF BOWLING CENTERS (CANADA)
INTERNATIONAL, INC.
By : /s/ Stephen E. Hare
Title: Executive Vice President and Chief
Financial Officer
AMF BOWLING CENTERS (HONG
KONG) INTERNATIONAL INC.
By : /s/ Stephen E. Hare
Title: Executive Vice President and Chief
Financial Officer
AMF BOWLING CENTERS
HOLDINGS INC.
By : /s/ Stephen E. Hare
Title: Executive Vice President and Chief
Financial Officer
AMF BOWLING CENTERS SPAIN INC.
By : /s/ Stephen E. Hare
Title: Executive Vice President and Chief
Financial Officer
AMF BOWLING CENTERS
SWITZERLAND INC.
By : /s/ Stephen E. Hare
Title: Executive Vice President and Chief
Financial Officer
AMF BOWLING HOLDINGS INC.
By : /s/ Stephen E. Hare
Title: Executive Vice President and Chief
Financial Officer
AMF BOWLING MEXICO HOLDING,
INC.
By : /s/ Stephen E. Hare
Title: Executive Vice President and Chief
Financial Officer
AMF GROUP HOLDINGS INC.
By : /s/ Stephen E. Hare
Title: Executive Vice President and Chief
Financial Officer
AMF WORLDWIDE BOWLING
CENTERS HOLDINGS INC.
By : /s/ Stephen E. Hare
Title: Executive Vice President and Chief
Financial Officer
BOLICHES AMF, INC.
By : /s/ Stephen E. Hare
Title: Executive Vice President and Chief
Financial Officer
BUSH RIVER CORPORATION
By :/s/ Michael P. Bardaro
Title: Senior Vice President and Corporate
Controller
KING LOUIE LENEXA, INC.
By :/s/ Michael P. Bardaro
Title: Senior Vice President and Corporate
Controller
AMERICAN RECREATION CENTERS, INC.
By : /s/ Stephen E. Hare
Title: Executive Vice President and Chief
Financial Officer
MICHAEL JORDAN GOLF COMPANY, INC.
By : /s/ Stephen E. Hare
Title: Executive Vice President and Chief
Financial Officer
MJG-O'HARE, INC.
By : /s/ Stephen E. Hare
Title: Executive Vice President and Chief
Financial Officer
LAKE GROVE CENTERS, INC.
By : /s/ Stephen E. Hare
Title: Executive Vice President and Chief
Financial Officer
MBI NO. 1, LLC
By : /s/ Stephen E. Hare
Title: Executive Vice President and Chief
Financial Officer
AWI NO. 1 LLC
By : /s/ Stephen E. Hare
Title: Executive Vice President and Chief
Financial Officer