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EXHIBIT 10.9
AMENDMENT NO. 5 TO STOCKHOLDERS AGREEMENT
AMENDMENT NO. 5, dated as of July 31, 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. 5, 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. 5 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. 5 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. 5; 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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Name:
Address:
Telecopier No.:
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