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EXHIBIT 10.7
AMENDMENT NO. 3 TO STOCKHOLDERS AGREEMENT
AMENDMENT NO. 3, dated as of January 17, 1997, to the Stockholders
Agreement, dated as of April 30, 1996, as amended (the "Stockholders
Agreement"), by and among AMF HOLDINGS INC., a Delaware corporation
("Holdings"), GS CAPITAL PARTNERS II, L.P., a Delaware limited partnership, GS
CAPITAL PARTNERS II OFFSHORE, L.P., a Cayman Islands exempt limited partnership,
XXXXXXX XXXXX & CO. VERWALTUNGS GMBH, a corporation recorded in the Commercial
Register Frankfurt, as nominee for GS Capital Partners II Germany C.L.P., THE
XXXXXXX SACHS GROUP, L.P., a Delaware limited partnership, STONE STREET FUND
1995, L.P., a Delaware limited partnership, STONE STREET 1996, L.P., a Delaware
limited partnership, XXXXXX XXXXXX XXXX 0000, L.P., a Delaware limited
partnership, XXXXXX XXXXXX XXXX 0000, L.P., a Delaware limited partnership,
BLACKSTONE CAPITAL PARTNERS II MERCHANT BANKING FUND L.P., a Delaware limited
partnership, BLACKSTONE OFFSHORE CAPITAL PARTNERS II L.P., a Delaware limited
partnership, BLACKSTONE FAMILY INVESTMENT PARTNERSHIP L.P., a Delaware limited
partnership, XXXXX INVESTMENT ASSOCIATES V, L.P., a Delaware limited
partnership, XXXXX EQUITY PARTNERS V, L.P., a Delaware limited partnership, XXXX
CAPITAL FUND V, L.P., a Delaware limited partnership, XXXX CAPITAL FUND V-B,
L.P., a Delaware limited partnership, BCIP ASSOCIATES, a Delaware general
partnership, BCIP TRUST ASSOCIATES, L.P., a Delaware limited partnership,
CITICORP NORTH AMERICA, INC., a Delaware corporation, XXXXXXX X. XXXXX and the
management investors listed in Schedule I to the Stockholders Agreement, as such
Schedule I may be amended from time to time (collectively, the "Management
Investors").
WHEREAS, the Board of Directors of Holdings has, pursuant to the terms and
conditions of the Holdings 1996 Stock Option Plan, granted certain options to
purchase shares of common stock, par value $.01 per share, of Holdings to
certain executives and managers of Holdings and its affiliates (the "Option
Awardees"); and
WHEREAS, pursuant to and in accordance with Section 3.9 of the Stockholders
Agreement, Holdings wishes to amend the Stockholders Agreement on the terms
contained herein;
NOW, THEREFORE, the Stockholders Agreement is amended as follows:
1. Management Investors. Schedule I to the Stockholders Agreement is
hereby amended and restated in its entirety as set forth in Exhibit 1
attached hereto.
2. Governing Law. This Amendment shall be governed and construed and
enforced in accordance with the laws of the State of New York, without
regard to the principles of conflicts of law thereof.
3. Reaffirmation. In all respects not inconsistent with the terms
and provisions of this Amendment No. 3, the Stockholders Agreement shall
continue to be in full force and effect in accordance with the terms and
conditions thereof, and is hereby ratified, adopted, approved and
confirmed. From and after the date hereof, each reference to the
Stockholders Agreement in any other instrument or document shall be deemed
a reference to the Stockholders Agreement as amended hereby, unless the
context otherwise requires.
4. No Waiver. The execution, delivery and performance of this
Amendment No. 4 shall not operate as a waiver of any condition, power,
remedy or right exercisable in accordance with the Stockholders Agreement,
and shall not constitute a waiver of any provision of the Stockholders
Agreement, except as expressly provided herein.
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IN WITNESS WHEREOF, AMF Holdings Inc. has caused this Amendment No. 3 to be
duly executed, as of the date first written above.
AMF HOLDINGS INC.
By
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Name:
Title:
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The undersigned, by signing his name hereto, hereby agrees to be bound by
all of the terms and conditions of the Stockholders Agreement as amended by this
Amendment No. 3; this signature page also being deemed to be a counterpart to
the Stockholders Agreement.
Dated as of the date first written above.
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