SECOND AMENDMENT TO CREDIT AGREEMENT

EX-10.3 2 dex103.htm SECOND AMENDMENT TO CREDIT AGREEMENT SECOND AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.3

SECOND AMENDMENT TO CREDIT AGREEMENT

SECOND AMENDMENT dated as of June 2, 2005 (this “Second Amendment”) among KINGPIN INTERMEDIATE CORP., a Delaware corporation (“Holdings”), AMF BOWLING WORLDWIDE, INC. (formerly Kingpin Merger Sub, Inc.), a Delaware corporation (the “Borrower”), the Lenders signatory hereto and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”).

Holdings, the Borrower, the banks and other lending institutions party thereto from time (each a “Lender” and, collectively, the “Lenders”), the Administrative Agent and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith, as Syndication Agent and Documentation Agent, are parties to a Credit Agreement dated as of February 27, 2004, as amended by Amendment No 1 thereto dated as of September 20, 2004 (the “Credit Agreement”). Holdings and the Borrower have requested that the Lenders agree to certain amendments to the Credit Agreement, and each of the Lenders signatory hereto (which Lenders collectively constitute the Required Lenders and all of the Issuing Lenders referred to in the Credit Agreement), have agreed, subject to the terms and conditions set forth herein, to amend the Credit Agreement as herein provided. Accordingly, Holdings, the Borrower and the Lenders signatory hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions. Unless otherwise defined herein, capitalized terms defined in the Credit Agreement have the same meanings when used in this Second Amendment. The following additional terms, as used herein, have the following respective meanings:

“Consenting Lender” means each Lender that consents to this Second Amendment on or prior to June 2, 2005, as evidenced by the receipt by Fried, Frank, Harris, Shriver & Jacobson LLP, counsel to the Administrative Agent, of an executed counterpart signature page to this Second Amendment from such Lender prior to 12:00 P.M. (local time in New York City) on June 2, 2005.

“Second Amendment Fee” has the meaning set forth in Section 4.01(e).

ARTICLE II

AMENDMENTS TO THE CREDIT AGREEMENT

Section 2.01 Amendments to Article I of the Credit Agreement.

(a) The following definitions are added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order:

“Minimum Liquidity Condition” means, on any date, that the sum of (i) the amount by which (A) the then applicable Aggregate Revolving Committed Amount and Credit Linked LC Commitments exceeds (B) the aggregate Dollar Amount of all outstanding Revolving Outstandings and Credit-Linked LC Outstandings plus (ii) the amount of cash and cash equivalents that would be reflected on a consolidated balance sheet of Holdings and its Consolidated Subsidiaries as of such date equals or exceeds $20,000,000.

“Net Senior Leverage Ratio” means, on any date, the ratio of (i) (A) Consolidated Funded Debt (exclusive of Subordinated Debt and exclusive of the Existing 13% Notes, to the extent such

Existing 13% Notes have been covenant defeased or legally defeased as contemplated by Section 4.01(i)) as of such date minus (B) the amount of cash and cash equivalents that would be reflected on a consolidated balance sheet of Holdings and its Consolidated Subsidiaries as of such date to (ii) Consolidated EBITDA for the period of four consecutive fiscal quarters of the Borrower ending on, or most recently preceding, such date.

“Qubica JV Contribution Agreement” means the Contribution Agreement among the Qubica JV Entity, Qublux, S.à.r.l., a société à responsabilité limitée organized under the laws of Luxembourg, and AMF Holdings, Inc., a Delaware corporation, as in effect on the date hereof.

“Qubica JV Demand Note” means the promissory demand notes issued by one or more Subsidiaries of the Borrower comprising the Borrower’s bowling products business in an aggregate principal amount not to exceed $12,000,000 at any one time outstanding plus accrued and/or capitalized interest, all obligations in respect of which are obligations of the Qubica JV Entity and its Subsidiaries following consummation of the transactions contemplated by the Qubica JV Contribution Agreement.

“Qubica JV Entity” means QubicaAMF Worldwide, S.à.r.l., a société à responsabilité limitée organized under the laws of Luxembourg and which is not a Subsidiary of the Borrower, and its successors.

“Second Amendment” means the Second Amendment to Credit Agreement dated as of June 2, 2005.

“Second Amendment Effective Date” means the date of the satisfaction of the conditions precedent set forth in Article IV of the Second Amendment.

(b) The definition of “Applicable Margin” in Section 1.01 of the Credit Agreement is hereby amended by inserting the following paragraph as a new paragraph at the end thereof:

“If, on and as of the Credit-Linked LC Facility Effective Date, the Credit-Linked LC Margin exceeds (the amount of such excess being referred to herein as the “Margin Differential”) the Applicable Margin then in effect for Eurocurrency Term B Loans, then each of the Applicable Margins then in effect for Loans of any Type and for Letter of Credit Fees as determined pursuant to the foregoing provisions of this definition shall be automatically increased by the Margin Differential, effective on the Credit-Linked LC Facility Effective Date (and, if the Credit-Linked LC Margin is subject to a leveraged-based pricing grid, appropriate increases to the other Applicable Margins for Loans of all Types and for Letter of Credit Fees, consistent with the foregoing, shall be made).”

(c) The definition of “Consolidated Adjusted Working Capital” in Section 1.01 of the Credit Agreement is hereby amended by adding the following phrase immediately after the word “date”: “(and without giving effect at any date or for any period to any increase or decrease at such date or during such period to Consolidated Current Assets or Consolidated Current Liabilities resulting from the divestiture of business operations, including AMF Bowling UK Limited, AMF France, AMF Australia or any assets or liabilities contributed to, or assumed by, the Qubica JV Entity pursuant to the Qubica JV Contribution Agreement)”.

(d) The definition of “Excess Cash Flow” in Section 1.01 of the Credit Agreement is hereby amended (i) by replacing the phrase “Section 7.06(a)(xvi)” set forth in clause (vi)(B)(y) thereof with the phrase “Section 7.06(a)(xvi)(A)(x)” and (ii) by adding the following phrase immediately prior to the “.”: “minus (xi) to the extent included in Excess Cash Flow for such period, amounts received by

- 2 -

Holdings or any Subsidiary from the Qubica JV Entity in repayment of the Qubica JV Demand Note or in reimbursement of financial advisory fees, accounting fees, legal fees, structuring expenses and other similar advisory and consulting fees and related out-of-pocket expenses of Holdings, the Borrower or any of its Subsidiaries incurred as a result of the Qubica JV Contribution Agreement and the transactions contemplated thereby”.

(e) The definition of “Permitted Joint Venture” in Section 1.01 of the Credit Agreement is hereby amended by inserting the following phrase immediately after the word “means”: “the Qubica JV Entity and any other”.

(f) Clause (D)(x) of the definition of “Qualifying Equity Issuance” in Section 1.01 of the Credit Agreement” is hereby amended by redesignating the reference to Section 7.06(a)(xvi) therein to Section 7.06(a)(xvi)(A)(x).

Section 2.02 Amendment to Article II of the Credit Agreement. Section 2.09 of the Credit Agreement is hereby amended (i) by adding the words “Section 2.09(c) and, in the case of Eurocurrency Loans” immediately before the reference to “Section 3.05” therein, (ii) by deleting the phrase “,in the case of Eurocurrency Loans,” immediately following the reference to “Section 3.05” therein and (iii) by adding the following as a new subsection (c):

“(c) Prepayment Premium. If any optional repayment or optional prepayment of the principal of any Term B Loan (other than upon a refinancing transaction pursuant to which the aggregate outstanding principal amount of the Loans are paid in full in connection with the incurrence of new Indebtedness of the Borrower or any Subsidiary) is made prior to the first anniversary of the Second Amendment Effective Date after an approval by the Lenders of a reduction in the Applicable Margins as in effect on the Second Amendment Effective Date, the Borrower shall on the date of such repayment or prepayment, pay to each Term B Lender a prepayment premium equal to 1.00% of the aggregate principal amount of such Term B Lender’s Term B Loans so prepaid or repaid.”

Section 2.03 Amendments to Article VII of the Credit Agreement.

(a) Section 7.01 pf the Credit Agreement is hereby amended (i) by deleting the word “and” at the end of clause (xxi) thereof, (ii) by inserting the phrase “: and” in lieu of the period at the end of clause (xxii) thereof and (iii) by adding the following as a new clause (xxiii);

“(xxiii) Debt evidenced by the Qubica JV Demand Note.”

(b) Section 7.05 of the Credit Agreement is hereby amended by deleting the word “and” at the end of clause (xviii), by redesignating clause (xix) thereto as clause (xxi) and by adding the following as a new clauses (xix) and (xx):

“(xix) the Borrower and/or any of its Subsidiaries may sell, dispose, license or otherwise transfer (A) any or all of its patents and other intellectual property, together with the goodwill associated therewith, related solely to its bowling products and amusement products businesses, (B) a royalty-free, perpetual license to use certain AMF trademarks only in the field of bowling and amusement products, equipment and systems and certain services related to the foregoing and (C) a license of the Pinsplash trademark;”

- 3 -

(xx) the Borrower and its Subsidiaries may contribute or otherwise transfer the assets described on Schedule 2.02 hereof comprising their bowling products business to the Qubica JV Entity pursuant to the Qubica JV Contribution Agreement; and”.

“(xvi) the Borrower and its Subsidiaries may make Investments in (A) Permitted Joint Ventures (x) in an aggregate amount (determined without regard to any write-downs or write-offs of any such Investment constituting Debt) at any one time outstanding not exceeding $15,000,000 (excluding for purposes of this clause (A)(x) the initial Investments in the Qubica JV Entity permitted by clauses (A)(y) and (z) immediately following), (y) in the Qubica JV Entity pursuant to the Qubica JV Contribution Agreement and in return for an initial 50% equity interest in the Qubica JV Entity of the assets described on Schedule 2.02 hereof comprising their bowling products business and (z) in the Qubica Demand Note pursuant to the Qubica JV Contribution Agreement;”

(d) Section 7.14 of the Credit Agreement is hereby amended by redesignating subsection (c) as a new subsection (d) and by inserting the following paragraph as a new subsection (c):

“(c) Notwithstanding the foregoing, at any time when the Minimum Liquidity Condition (determined as of the last day of the immediately preceding fiscal month) is not satisfied, none of the Group Companies will commit to make any further Consolidated Capital Expenditures during the current fiscal month if the aggregate amount of such committed Consolidated Capital Expenditures (other than Consolidated Capital Expenditures already committed to be made prior to the beginning of such fiscal month) would exceed $2,666,667 for the then elapsed portion of the current fiscal month.”

(e) Section 7.17(a) of the Credit Agreement is hereby amended to read in full as follows:

“(a) Leverage Ratio. The Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower ending on or about the last day of any calendar quarter ending during any period described below will not be greater than the ratio set forth below opposite the period during which such calendar quarter ends:


Calendar Quarters Ended		Ratio
6/3/05 through 12/31/05		4.25 to 1.0
3/31/06 through 12/31/06		4.00 to 1.0
3/31/07 through 12/31/07		3.75 to 1.0
3/31/08 through 6/30/08		3.25 to 1.0
9/30/08 and thereafter		3.00 to 1.0”

(f) Section 7.17(c) of the Credit Agreement is hereby deleted.

(g) Section 7.17(b) of the Credit Agreement is hereby redesignated as subsection (c) and amended to read in full as follows:

“(c) Interest Coverage Ratio. The Interest Coverage Ratio as of the last day of any fiscal quarter of the Borrower, in each case for the period of four consecutive

- 4 -

fiscal quarters of the Borrower then ended, taken as a single accounting period, will not be less than the ratio set forth below opposite the period during which such calendar quarter ends:


Calendar Quarters Ended		Ratio
6/3/05 through 12/31/05		2.25 to 1.0
3/31/06 through 12/31/06		2.50 to 1.0
3/31/07 through 12/31/07		2.75 to 1.0
3/31/08 and thereafter		3.00 to 1.0”

(h) Section 7.17 of the Credit Agreement is hereby amended to add the following as a new subsection (b):

“(b) Net Senior Leverage Ratio. The Net Senior Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower ending on or about the last day of any calendar quarter ending during any period described below will not be greater than the ratio set forth below opposite the period during which such calendar quarter ends:


Calendar Quarters Ended		Ratio
6/3/05 through 12/31/05		1.75 to 1.0
3/31/06 through 12/31/06		1.50 to 1.0
3/31/07 through 12/31/07		1.25 to 1.0
3/31/08 and thereafter		1.00 to 1.0”

Section 2.04 General Amendments.

(a) The Credit Agreement is hereby amended by adding the text of Schedule I hereto as a new Schedule 2.02 to the Credit Agreement.

(b) The Credit Agreement is hereby amended as set forth on Schedule II hereto.

(c) All references in the Credit Agreement to “Credit Suisse First Boston, Cayman Islands Branch” shall instead refer to Credit Suisse, Cayman Islands Branch.

ARTICLE III

CONSENTS, ACKNOWLEDGEMENTS AND AGREEMENTS

Section 3.01 Consent to Certain Transactions. Notwithstanding anything to the contrary in the Credit Agreement or any Collateral Document, including, without limitation, Sections 7.01, 7.05, 7.06 and 7.09 thereof, the Lenders hereby agree and consent that in connection with the consummation of the transaction or series of transactions constitute the disposition, investment, contribution or other transfer of the bowling products business to the Qubica JV Entity permitted by the Credit Agreement, as amended by this Second Amendment, the Borrower and its Subsidiaries may (i) contribute the intellectual property and other assets of one or more Subsidiaries of the Borrower which comprise the bowling products business to the Qubica JV Entity in exchange for an initial 50% equity interest in the Qubica JV Entity and (ii) hold and receive the Qubica JV Demand Note as an investment in the Qubica JV Entity. The Lenders hereby agree and acknowledge that, upon the request of the Borrower, the Administrative Agent shall (or shall cause the Collateral Agent to) release any security interest in or Lien on any Collateral constituting the stock or assets (including, without limitation, patents and other

- 5 -

intellectual property and the goodwill associated therewith) of: (i) AMF Bowling Products, Inc., AMF Bowling Products Mexico, S. de R.L. de C.V., international branches in France, Germany, China, Hong Kong, Japan, Sweden and Australia of AMF Bowling Products, LLC, representative offices in Russia and China of AMF Bowling Products, LLC and the stock and/or assets of AMF Bowling Products International B.V., AMF Bowling India Private Limited, AMF Bowling Poland Sp.zo.o and AMF Bowling Products, Inc., a Russian limited liability company, in each case effective upon or prior to their disposition and contribution to the Qubica JV Entity, (ii) the bowling products business contributed to the Qubica JV Entity pursuant to the Qubica JV Contribution Agreement and (iii) (A) any or all patents and other intellectual property, together with the goodwill associated therewith, related solely to the Borrower’s and its Subsidiaries’ bowling products and amusement products businesses, (B) a royalty-free, perpetual license to use certain AMF trademarks only in the field of bowling and amusement products, equipment and systems and certain services related to the foregoing and (C) a license of the Pinsplash trademark. The Lenders hereby agree and consent to the amendment of the Security Agreement and each of the other Collateral Documents, as applicable, to release from the Lien thereof the assets of the Qubica JV Entity and the Borrower’s and its Subsidiaries’ Equity Interests in the Qubica JV Entity.

Section 3.02 Consent to Credit Linked LC Facility. Notwithstanding anything to the contrary in the Credit Agreement, including as amended by this Second Amendment, at any time on or after the Second Amendment Effective Date and on or prior to the Credit-Linked Facility Effective Date, the Administrative Agent and the Borrower may, with the consent of the other and upon notice to each Lender, amend, modify or supplement the Credit Agreement and any other Senior Finance Document to give full force and effect to the credit-linked letter of credit facility intended to be implemented pursuant to Section 2.05(b) above and to cure any ambiguity, typographical error, defect or inconsistency with respect to such amendments and the other provisions of the Credit Agreement and the other Senior Finance Documents, in each case so long as such amendment, modification or supplement does not adversely affect the rights of any Agent, any Lender or any Issuing Lender in any manner which is inconsistent with the intended effects of the amendments set forth on Schedule II hereto.

ARTICLE IV

CONDITIONS TO EFFECTIVENESS

Section 4.01 Conditions to Effectiveness of this Second Amendment. This Second Amendment, and the amendments, waivers and consents contained herein, shall become effective as of the date hereof on the date (the “Second Amendment Effective Date”) when each of the following conditions precedent have been fulfilled (or waived) to the reasonable satisfaction of the Administrative Agent:

(a) Execution and Delivery of this Second Amendment. The Administrative Agent shall have received counterparts of this Second Amendment duly executed by Holdings, the Borrower, the Required Lenders and each Issuing Lender.

(b) Acknowledgement. The Administrative Agent shall have received counterparts of an Acknowledgement and Agreement, substantially in the form of Exhibit B hereto, duly executed by each of the Persons (other than Holdings and the Borrower) who are or are required by the Senior Finance Documents to be Credit Parties.

(c) Payment of Fees. All costs, fees and expenses due to the Administrative Agent and the Lenders on or before the Second Amendment Effective Date pursuant to the Senior Finance Documents shall have been paid, including, without limitation, the Second Amendment Fee.

- 6 -

(d) Counsel Fees. The Administrative Agent shall have received full payment from the Borrower of the fees and expenses of Fried, Frank, Harris, Shriver & Jacobson LLP described in Section 6.05 of the First Amendment and in Section 6.05 of this Second Amendment which are billed through the Second Amendment Effective Date.

(e) Fees in Respect of the Second Amendment. The Borrower shall pay to the Administrative Agent for the account of each Consenting Lender a fee (the “Second Amendment Fee”) equal to 25 basis points on each such Consenting Lender’s aggregate Domestic Revolving Commitment, Multi-Currency Revolving Commitment and outstanding principal amount of the Term B Loans, such Second Amendment Fee to be due and payable on the second Business Day following Second Amendment Effective Date.

(f) Other. The Administrative Agent shall have received such other documents, instruments, agreements or information as may be reasonably requested by the Administrative Agent.

Section 4.02 General Conditions. All corporate and legal proceedings and all instruments and agreements relating to the transactions contemplated by this Second Amendment or in any other document delivered in connection therewith shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams, if any, which the Administrative Agent or any Lender may reasonably have requested, such documents and papers where appropriate to be certified by proper corporate or governmental authorities. The documents referred to in this Section shall be delivered to the Administrative Agent no later than the Second Amendment Effective Date.

Section 4.03 Effects of this Second Amendment.

(a) On the Second Amendment Effective Date, the Credit Agreement will be automatically amended to reflect the amendments thereto provided for in this Second Amendment. On and after the Second Amendment Effective Date, the rights and obligations of the parties hereto shall be governed by the Credit Agreement, as amended by this Second Amendment. Once the Second Amendment Effective Date has occurred, all references to the Credit Agreement in any document, instrument, agreement, or writing shall be deemed to refer to the Credit Agreement as amended by this Second Amendment. Promptly after the Second Amendment Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders of the Second Amendment Effective Date, and such notice shall be conclusive and binding on all parties hereto.

(b) Other than as specifically provided herein, this Second Amendment shall not operate as a waiver or amendment of any right, power or privilege of the Administrative Agent or any Lender under the Credit Agreement or any other Senior Finance Document or of any other term or condition of the Credit Agreement or any other Senior Finance Document, nor shall the entering into of this Second Amendment preclude the Administrative Agent and/or any Lender from refusing to enter into any further waivers or amendments with respect thereto. This Second Amendment is not intended by any of the parties hereto to be interpreted as a course of dealing which would in any way impair the rights or remedies of the Administrative Agent or any Lender except as expressly stated herein, and no Lender shall have any obligation to extend credit to the Borrower other than pursuant to the strict terms of the Credit Agreement and the other Senior Finance Documents, as amended or supplemented to date (including by means of this Second Amendment).

- 7 -

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Section 5.01 Representations and Warranties. In order to induce the Lenders to consent to the amendments and waivers contained herein and to enter into this First Amendment, each of Holdings and the Borrower represents and warrants as set forth below:

(a) After giving effect to this Second Amendment, the amendment of the Credit Agreement does not impair the validity, effectiveness or priority of the Liens granted pursuant to the Collateral Documents (other than those Liens that have been or will be terminated to effect the transactions contemplated hereby), and such Liens not so terminated continue unimpaired with the same priority to secure repayment of all Senior Obligations, whether heretofore or hereafter incurred. The position of the Lenders with respect to such Liens, the Collateral in which a security interest was granted pursuant to the Collateral Documents and the ability of the Administrative Agent to realize upon such Liens pursuant to the terms of the Collateral Documents have not been adversely affected in any material respect by the amendment of the Credit Agreement effected pursuant to this Second Amendment or by the execution, delivery, performance or effectiveness of this Second Amendment.

(b) Each of Holdings and the Borrower reaffirms as of the Second Amendment Effective Date its covenants and agreements contained in the Credit Agreement and each Collateral Document and other Senior Finance Document to which it is a party, including, in each case, as such covenants and agreements may be modified by this Second Amendment on the Second Amendment Effective. Each of Holdings and the Borrower further confirms that each such Senior Finance Document to which it is a party is, and shall continue to be, in full force and effect, and the same are hereby ratified, approved and confirmed in all respects, except as the Credit Agreement may be modified by this Second Amendment.

(c) Both immediately before and immediately after giving effect to this Second Amendment, the representations and warranties set forth in Article V of the Credit Agreement and each other Senior Finance Document are, in each case, true and correct in all material respects (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).

(d) This Second Amendment constitutes the legal, valid and binding obligation of each of Holdings and the Borrower enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

(e) The parties signatory to the Acknowledgment and Agreement delivered pursuant to Section 4.01(b) of this Second Amendment constitute all of the Persons who (together with Holdings and the Borrower) are or are required under the terms of the Senior Finance Documents to be Credit Parties.

(f) The written statements and information contained in this Second Amendment and the other documents, certificates and statements furnished to the Administrative Agent and the Lenders on or prior to the Second Amendment Effective Date by or on behalf of any Credit Party for use in connection with the transactions contemplated by this Second Amendment, taken as a whole, do not, as of the Second Amendment Effective Date, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading.

- 8 -

ARTICLE VI

MISCELLANEOUS

Section 6.01 Headings. The various headings of this Second Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Second Amendment or any provisions hereof.

Section 6.02 Execution in Counterparts. This Second Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. A counterpart hereof executed and delivered by facsimile shall be effective as an original.

Section 6.03 Successors and Assigns. This Second Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Section 6.04 Governing Law; Entire Agreement. THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. This Second Amendment and the other Senior Finance Documents constitute the entire understanding among the parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto.

Section 6.05 Fees and Expenses. The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation, negotiation, execution, delivery and enforcement of this Second Amendment and the other documents and instruments referred to herein or contemplated hereby, including, but not limited to, the fees and disbursements of Fried, Frank, Harris, Shriver & Jacobson LLP, counsel to the Administrative Agent.

Section 6.06 Senior Finance Document Pursuant to Credit Agreement. This Second Amendment is a Senior Finance Document executed pursuant to the Credit Agreement and shall be construed, administered and applied in accordance with all of the terms and provisions of the Credit Agreement (and, following the date hereof, the Credit Agreement, as amended hereby).

[Signature Pages Follow]

- 9 -

IN WITNESS WHEREOF, the signatories hereto have caused this Second Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written.


HOLDINGS:	KINGPIN INTERMEDIATE CORP.

	By:	/s/ CHRISTOPHER F. CAESAR
	Title:	Vice President, Chief Financial Officer and Assistant Secretary

BORROWER:	AMF BOWLING WORLDWIDE, INC

	By:	/s/ CHRISTOPHER F. CAESAR
	Title:	Senior Vice President, Chief Financial Officer

ADMINISTRATIVE AGENT:	CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent

	By:	/s/ S. WILLIAM FOX
	Title:	Director

	By:	/s/ DAVID DODD
	Title:	Vice President

S-1