Amendment No. 1 to Senior Secured Priming Debtor-in-Possession Credit Agreement among AMF Bowling Worldwide, Inc., AMF Group Holdings Inc., Subsidiary Guarantors, Lenders, and Citibank, N.A.

Summary

This amendment updates the Senior Secured Priming Debtor-in-Possession Credit Agreement between AMF Bowling Worldwide, Inc., AMF Group Holdings Inc., their subsidiaries, various lenders, and Citibank, N.A. as agent. The main change is to extend the deadline for filing a reorganization plan and disclosure statement with the bankruptcy court from August 1, 2001, to August 20, 2001. The amendment confirms all other terms remain in effect and requires execution by the borrower and required lenders to become effective.

EX-10.2 4 dex102.txt EXHIBIT 10.2 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 -- ---- 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, ------------------------------------------ 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 --------------------------------------- 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 ---------------------------------------------------------- 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 2 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 -------------------------------------------------------- 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 -------------------------- 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 ------------------------------------ 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 ------------------------ construed in accordance with, the laws of the State of New York and, to the extent applicable, the Bankruptcy Code. 3 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/ Stephen E. Hare -------------------------------- Name: Stephen E. Hare Title: Chief Financial Officer AMF GROUP HOLDINGS INC. By /s/ Stephen E. Hare -------------------------------- Name: Stephen E. Hare Title: Chief Financial Officer CITIBANK, N.A., as Administrative Agent and Collateral Agent By /s/ Jeffrey Nitz -------------------------------- Name: Jeffrey Nitz Title: Vice President Lenders CITIBANK, N.A. By /s/ Jeffrey Nitz -------------------------------- Name: Jeffrey Nitz 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/ Meridee Moore -------------------------------- Managing Member FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P. By: Farallon Partners, L.L.C., its General Partner By: /s/ Meridee Moore -------------------------------- Managing Member FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P. By: Farallon Partners, L.L.C., its General Partner By: /s/ Meridee Moore ------------------------------------ Managing Member FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P. By: Farallon Partners, L.L.C., its General Partner By: /s/ Meridee Moore ------------------------------------ Managing Member RR CAPITAL PARTNERS, L.P. By: Farallon Partners, L.L.C., its General Partner By: /s/ Meridee Moore ------------------------------------ Managing Member FOOTHILL CAPITAL CORPORATION By /s/ Stacy Yucht ------------------------------------ Name: Stacy Yucht Title: Vice President SSF INVESTMENTS, L.P., by its general partner, DRT Capital, L.L.C. By /s/ Mark Lister ------------------------------------ Name: Mark Lister 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/ Stephen E. Hare --------------------------------- Name: Stephen E. Hare Title: Chief Financial Officer AMF BOWLING CENTERS HOLDINGS INC. By /s/ Stephen E. Hare --------------------------------- Name: Stephen E. Hare Title: President AMF WORLDWIDE BOWLING CENTERS HOLDINGS INC. By /s/ Stephen E. Hare --------------------------------- Name: Stephen E. Hare Title: President AMF BOWLING PRODUCTS, INC. By /s/ Stephen E. Hare --------------------------------- Name: Stephen E. Hare Title: Executive Vice President AMF BOWLING CENTERS, INC. By /s/ Stephen E. Hare --------------------------------- Name: Stephen E. Hare Title: President AMERICAN RECREATION CENTERS, INC. By /s/ Stephen E. Hare --------------------------------- Name: Stephen E. Hare Title: President AMF BEVERAGE COMPANY OF OREGON, INC. By /s/ Stephen E. Hare --------------------------------- Name: Stephen E. Hare Title: President AMF BEVERAGE COMPANY OF OREGON, INC. By /s/ Stephen E. Hare --------------------------------- Name: Stephen E. Hare Title: President AMF BEVERAGE COMPANY OF W.VA., INC. By /s/ Stephen E. Hare --------------------------------- Name: Stephen E. Hare Title: President BUSH RIVER CORPORATION By /s/ Stephen E. Hare --------------------------------- Name: Stephen E. Hare Title: President 300, INC. By /s/ William Dufour --------------------------------- Name: William Dufour Title: President KING LOUIE LENEXA, INC. By /s/ Stephen E. Hare ------------------------------- Name: Stephen E. Hare Title: President MICHAEL JORDAN GOLF COMPANY, INC. By /s/ Stephen E. Hare ------------------------------- Name: Stephen E. Hare Title: President MJG - O'HARE, INC. By /s/ Stephen E. Hare ------------------------------- Name: Stephen E. Hare Title: President AMF BOWLING CENTERS (AUST) INTERNATIONAL INC. By /s/ Stephen E. Hare ------------------------------- Name: Stephen E. Hare Title: President AMF BOWLING CENTERS INTERNATIONAL INC. By /s/ Stephen E. Hare --------------------------------- Name: Stephen E. Hare Title: Vice President AMF BCO-UK ONE, INC. By /s/ Stephen E. Hare --------------------------------- Name: Stephen E. Hare Title: President AMF BCO-UK TWO, INC. By /s/ Stephen E. Hare -------------------------------- Name: Stephen E. Hare Title: President AMF BOWLING MEXICO HOLDING, INC. By /s/ Stephen E. Hare --------------------------------- Name: Stephen E. Hare Title: President BOLICHES AMF, INC.. By /s/ Stephen E. Hare --------------------------------- Name: Stephen E. Hare Title: President AMF BCO-FRANCE ONE, INC. By /s/ Stephen E. Hare --------------------------------- Name: Stephen E. Hare Title: President AMF BCO-FRANCE TWO, INC. By /s/ Stephen E. Hare --------------------------------- Name: Stephen E. Hare Title: President AMF BOWLING CENTERS (HONG KONG) INTERNATIONAL INC. By /s/ Stephen E. Hare --------------------------------- Name: Stephen E. Hare Title: President AMF BOWLING CENTERS (HONG KONG) INTERNATIONAL INC. By /s/ Stephen E. Hare --------------------------------- Name: Stephen E. Hare Title: President