Exhibit 10.2
AMENDMENT NO. 1 TO THE
SENIOR SECURED PRIMING DEBTOR-IN-POSSESSION CREDIT AGREEMENT
Dated as of July 27, 2001
AMENDMENT NO. 1 (the "Amendment") to the Senior Secured Priming
Debtor-in-Possession Credit Agreement among AMF Bowling Worldwide, Inc., a
Delaware corporation (the "Borrower"), AMF Group Holdings Inc., a Delaware
corporation (the "Parent Guarantor"), each a debtor and debtor in possession
under Chapter 11 of the Bankruptcy Code, the Subsidiary Guarantors (as defined
in the Credit Agreement), the banks, financial institutions and other
institutional lenders parties to the Credit Agreement referred to below
(collectively, the "Lenders") and Citibank, N.A., as administrative agent and
collateral agent (the "Agent") for the Lenders.
PRELIMINARY STATEMENTS:
(1) On July 3, 2001 (the "Filing Date"), the Borrower, the Parent
Guarantor and certain of their respective Subsidiaries filed petitions under
Chapter 11 of the Bankruptcy Code (11 U.S.C. (S) 101 et seq.; the "Bankruptcy
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Code") in the United States Bankruptcy Court for the Eastern District of
Virginia (the "Bankruptcy Court").
(2) The Borrower, the Parent Guarantor and such respective
Subsidiaries have continued to operate their respective businesses pursuant to
Sections 1107 and 1108 of the Bankruptcy Code.
(3) The Borrower, the Lenders and the Agent have entered into a
Senior Secured Priming Debtor-In-Possession Credit Agreement dated as of July 5,
2001 (the "Credit Agreement"). Capitalized terms not otherwise defined in this
Amendment have the same meanings as specified in the Credit Agreement.
(4) The Borrower has requested that the Lenders agree to amend the
Credit Agreement by postponing the date by which certain provisions of the
Credit Agreement require the Reorganization Plan and disclosure statement
relating thereto, to be filed with the Bankruptcy Court from August 1, 2001
until August 20, 2001.
SECTION 1. Amendments to Credit Agreement. The Credit Agreement is,
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effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 2, hereby amended as follows:
(a) Section 6.01(y) of the Credit Agreement is amended by deleting
the date "August 1, 2001" wherever it occurs therein and substituting for
such date the date "August 20, 2001".
SECTION 2. Conditions of Effectiveness. This Amendment shall become
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effective as of the date first above written when, and only when, the Agent
shall have received counterparts of this Amendment executed by the Borrower and
the Required Lenders or, as to any of the Lenders, advice satisfactory to the
Agent that such Lender has executed this Amendment and the consent attached
hereto executed by the Guarantors. This Amendment is subject to the provisions
of Section 9.01 of the Credit Agreement.
SECTION 3. Representations and Warranties of the Borrower. The
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Borrower represents and warrants as follows:
(a) Each Loan Party and each of its Subsidiaries is a corporation
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation.
(b) The execution, delivery and performance by each Loan Party of
this Amendment and performance under the Loan Documents, as amended hereby,
to which it is or is to be a party are within such Loan Party's corporate
powers, have been duly authorized by all necessary corporate action and,
subject to the entry of the Final Order do not (i) contravene such Loan
Party's charter or by-laws, (ii) violate any law, rule or regulation
(including, without limitation, Regulation X of the Board of Governors of
the Federal Reserve System), or any Post-Petition or unstayed Pre-Petition
order, writ, judgment, injunction, decree, determination or award, binding
on or affecting any Loan Party, any of its Subsidiaries or any of their
properties, (iii) conflict with or result in the breach of, or constitute a
default under, any Post-Petition contract, loan agreement, indenture,
mortgage, deed of trust, lease or other instrument binding on or affecting
any Loan Party, any of its Subsidiaries or any of their properties or (iv)
except for the Liens created under the Loan Documents, as amended hereby,
the Interim Order and the Final Order, result in or require the creation or
imposition of any Lien upon or with respect to any of the properties of any
Loan Party or any of its Subsidiaries.
(c) No Governmental Authorization and no notice to or filing with,
any Governmental Authority or any other third party is required for the due
execution, delivery or performance by any Loan Party of this Amendment or
(except as and to the extent otherwise stated in the Loan Documents)
performance under any of the Loan Documents, as amended hereby, to which it
is or is to be a party.
(d) Subject to the entry of the Final Order, this Amendment has been
duly executed and delivered by each Loan Party party hereto. This Amendment
and each of the other Loan Documents, as amended hereby, to which any Loan
Party is a party are
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legal, valid and binding obligations of each Loan Party party thereto,
enforceable against such Loan Party in accordance with their respective
terms and the Interim Order and Final Order.
(e) Except for the Cases and the litigation in connection therewith,
there is no Post-Petition action, suit, investigation, litigation or
proceeding affecting any Loan Party or any of its Subsidiaries, including,
without limitation, any Environmental Action, pending or threatened before
any Governmental Authority or arbitrator that (i) would be reasonably
likely to have a Material Adverse Effect (other than the Disclosed
Litigation) or (ii) purports to affect the legality, validity or
enforceability of this Amendment or any of the other Loan Documents, as
amended hereby, other than the Interim Order and the Final Order.
SECTION 4. Reference to and Effect on the Loan Documents. (a) On and
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after the effectiveness of this Amendment, 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.
(b) The Credit Agreement, as specifically amended by this Amendment,
and the Notes, are and shall continue to be in full force and effect and are
hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or the Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.
SECTION 5. Costs, Expenses. The Borrower agrees to pay on demand all
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costs and expenses of the Agent in connection with the preparation, execution,
delivery and administration of this Amendment (including, without limitation,
the reasonable fees and expenses of counsel for the Agent) in accordance with
the terms of Section 9.04 of the Credit Agreement.
SECTION 6. Execution in Counterparts. This Amendment may be executed
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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 by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.
SECTION 7. Governing Law. This Amendment, shall be governed by, and
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construed in accordance with, the laws of the State of New York and, to the
extent applicable, the Bankruptcy Code.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.
AMF BOWLING WORLDWIDE, INC., as
Borrower
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Chief Financial Officer
AMF GROUP HOLDINGS INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Chief Financial Officer
CITIBANK, N.A.,
as Administrative Agent and Collateral
Agent
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
Lenders
CITIBANK, N.A.
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
BANK OF SCOTLAND
By________________________________
Name:
Title:
FARALLON CAPITAL PARTNERS, L.P.
By: Farallon Partners, L.L.C.,
its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Managing Member
FARALLON CAPITAL INSTITUTIONAL
PARTNERS, L.P.
By: Farallon Partners, L.L.C.,
its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Managing Member
FARALLON CAPITAL INSTITUTIONAL PARTNERS
II, L.P.
By: Farallon Partners, L.L.C.,
its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Managing Member
FARALLON CAPITAL INSTITUTIONAL PARTNERS
III, L.P.
By: Farallon Partners, L.L.C.,
its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Managing Member
RR CAPITAL PARTNERS, L.P.
By: Farallon Partners, L.L.C.,
its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Managing Member
FOOTHILL CAPITAL CORPORATION
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
SSF INVESTMENTS, L.P.,
by its general partner,
DRT Capital, L.L.C.
By /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: General Counsel
CONSENT
Dated as of July 27, 2001
Each of the undersigned, in its capacity as (a) a Guarantor under the
Guaranty set forth in Article VII of the Senior Secured Priming Debtor-in-
Possession Credit Agreement dated as of July 5, 2001 (the "Credit Agreement";
capitalized terms not otherwise defined herein have the same meanings as
specified in the Credit Agreement) and (b) a Grantor under the Security
Agreement, each in favor of the Agent and, for its benefit and the benefit of
the Lenders parties to the Credit Agreement referred to in the foregoing
Amendment, hereby consents to Amendment No. 1 to the Credit Agreement dated as
of the date hereof and hereby confirms and agrees that (i) notwithstanding the
effectiveness of such Amendment, each of the Guaranty and the Security Agreement
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, each reference in the Guaranty and the Security Agreement 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
(ii) the Collateral Documents to which such Grantor 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 GROUP HOLDINGS INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Chief Financial Officer
AMF BOWLING CENTERS HOLDINGS INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
AMF WORLDWIDE BOWLING
CENTERS HOLDINGS INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
AMF BOWLING PRODUCTS, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Executive Vice President
AMF BOWLING CENTERS, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
AMERICAN RECREATION CENTERS, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
AMF BEVERAGE COMPANY OF
OREGON, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
AMF BEVERAGE COMPANY OF
OREGON, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
AMF BEVERAGE COMPANY OF ▇.▇▇., INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: ▇▇▇▇▇▇▇▇▇
▇▇▇▇ RIVER CORPORATION
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
300, INC.
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
▇▇▇▇ ▇▇▇▇▇ LENEXA, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ GOLF COMPANY, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
MJG - ▇'▇▇▇▇, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
AMF BOWLING CENTERS (AUST)
INTERNATIONAL INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
AMF BOWLING CENTERS
INTERNATIONAL INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
AMF BCO-UK ONE, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
AMF BCO-UK TWO, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
AMF BOWLING MEXICO HOLDING, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
BOLICHES AMF, INC..
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
AMF BCO-FRANCE ONE, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
AMF BCO-FRANCE TWO, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
AMF BOWLING CENTERS (HONG
KONG) INTERNATIONAL INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
AMF BOWLING CENTERS (HONG
KONG) INTERNATIONAL INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President