EXHIBIT 4.7
FIRST SUPPLEMENTAL INDENTURE
This First Supplemental Indenture (this "SUPPLEMENTAL INDENTURE") is
made and entered into this 28th day of September 2004 by and among AMF Bowling
Worldwide, Inc., a Delaware corporation (the "COMPANY"), AMF Bowling Products,
Inc., a Virginia corporation, AMF BCH LLC (formerly AMF Bowling Centers Holdings
Inc.), a Delaware corporation, AMF WBCH LLC (formerly AMF Worldwide Bowling
Centers Holdings Inc.), a Delaware corporation, American Recreation Centers,
Inc., a Virginia corporation, AMF Bowling Centers, Inc., a Virginia corporation,
AMF Beverage Company of Oregon, Inc., an Oregon corporation, Xxxx Xxxxx Lenexa,
Inc., a Kansas corporation, 300, Inc., a Texas corporation, Xxxx River
Corporation, a South Carolina corporation, AMF Bowling Centers (Aust)
International Inc., a Virginia corporation, AMF Bowling Centers International
Inc., a Virginia corporation, AMF Bowling Mexico Holding, Inc., a Delaware
corporation, Boliches AMF, Inc., a Virginia corporation, as Guarantors (each an
"Existing Guarantor," and collectively, the "Existing Guarantors"), AMF Bowling
Centers Holdings Inc., a Delaware corporation, AMF Worldwide Bowling Centers
Holdings Inc., a Delaware corporation (each a "New Guarantor," and together, the
"New Guarantors") and Wilmington Trust Company, a Delaware banking corporation,
as trustee under the Indenture referred to below (the "TRUSTEE").
W I T N E S S E T H
WHEREAS, the Company (as successor by merger to Kingpin Merger Sub,
Inc.) and the Existing Guarantors have heretofore executed and delivered to the
Trustee an indenture (as amended and supplemented from time to time, the
"INDENTURE"), dated as of February 27, 2004, providing for the issuance of the
Company's 10% Senior Subordinated Notes due 2010 (the "SECURITIES");
WHEREAS, Section 1415(b) of the Indenture provides that any person
that was not a Guarantor on the date of the Indenture may become a Guarantor by
executing and delivering to the Trustee, among other things, a supplemental
indenture;
WHEREAS, on September 10, 2004, AMF Bowling Centers Holdings Inc. was
renamed AMF BCH Inc., and AMF Worldwide Bowling Centers Holdings Inc. was
renamed AMF WBCH Inc.;
WHEREAS, on September 10, 2004, the Company formed AMF Bowling Centers
Holdings Inc., a Delaware corporation and a subsidiary of the Company, and AMF
Worldwide Bowling Centers Holdings Inc., a Delaware corporation and a subsidiary
of the Company;
WHEREAS, on September 13, 2004, AMF BCH Inc. contributed all of the
capital stock of AMF Bowling Centers, Inc., AMF Beverage Company of Oregon,
Inc., Xxxx River Corporation, Xxxx Xxxxx Lenexa, Inc. and 300, Inc. to AMF
Bowling Centers Holdings Inc., and AMF WBCH Inc. contributed all of the capital
stock of AMF Bowling Mexico Holdings, Inc., Boliches AMF, Inc. and AMF Bowling
Centers International Inc. to AMF Worldwide Bowling Centers Holdings Inc.;
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WHEREAS, on September 15, 2004, AMF BCH Inc. was converted to a
limited liability company under Delaware law and was renamed AMF BCH LLC, and on
September 14, 2004, AMF WBCH Inc. was converted to a limited liability company
under Delaware law and was renamed AMF WBCH LLC;
WHEREAS, the Company desires to add to the covenants of the Company in
Article Ten of the Indenture; and
WHEREAS, pursuant to Sections 901(b) and 901(e) of the Indenture, the
Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto mutually covenant and agree for the equal and proportionate
benefit of all Holders of the Securities as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. Each of the New Guarantors hereby agrees
to become subject to the terms of the Indenture as a Guarantor.
3. INCORPORATION OF TERMS OF INDENTURE. The obligations of the New
Guarantors under the Guarantees shall be governed in all respects by the terms
of the Indenture and shall constitute a Guarantee thereunder. Each of the New
Guarantors shall be bound by the terms of the Indenture as they relate to the
Guarantees.
4. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES OR
STOCKHOLDERS. No director, officer, employee, member or stockholder of the New
Guarantor, as such, will have any liability for any obligations of the Company,
any Existing Guarantor or any New Guarantor under the Securities, the Indenture,
the Guarantees, or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Securities by accepting a Security
waives and releases the Company, each Existing Guarantor and each New Guarantor
from all such liability. The waiver and release are part of the consideration
for issuance of the Guarantees by the New Guarantors.
5. SECTION 1022. Article Ten of the Indenture is hereby amended by
adding the following text after Section 1021:
Section 1022. CONFERENCE CALLS TO DISCUSS OPERATING RESULTS.
The Company agrees to hold a conference call to discuss its operating
results, which the Company shall use its reasonable efforts to hold within 60
days after the end of each fiscal quarter or as soon thereafter as practicable,
other than the last fiscal quarter of the year as to which the Company shall use
its reasonable efforts to hold within 120 days of year end or as soon thereafter
as practicable.
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6. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE, THE SECURITIES AND
THE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS
PRINCIPLES THEREOF.
7. COUNTERPARTS. This Supplemental Indenture may be executed in any
number of counterparts, each of which shall be deemed an original; but all such
counterparts shall together constitute but one and the same instrument.
8. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.
9. TRUSTEE. The recitals contained herein shall be taken as the
statements of the Company, the Existing Guarantors and the New Guarantors, and
the Trustee assumes no responsibility for their correctness.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the day and year first above written.
AMF BOWLING WORLDWIDE, INC.
By: /s/ XXXXXXXXXXX X. XXXXXX
------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Vice President, Chief Financial Officer, Treasurer and
Assistant Secretary
AMF BOWLING PRODUCTS, INC.
AMF BCH LLC
AMF WBCH LLC
AMERICAN RECREATION CENTERS, INC.
AMF BOWLING CENTERS, INC.
AMF BEVERAGE COMPANY OF OREGON
XXXX XXXXX LENEXA, INC.
XXXX RIVER CORPORATION
AMF BOWLING CENTERS (AUST) INTERNATIONAL INC.
AMF BOWLING CENTERS INTERNATIONAL INC.
AMF BOWLING MEXICO HOLDING, INC.
BOLICHES AMF, INC.
By: /s/ XXXXXXXXXXX X. XXXXXX
------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: acting in the capacities identified on APPENDIX I hereto
with respect to each of the Existing Guarantors
300, INC.
By: /s/ XXXXXXX X. XXXXXX
------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
AMF BOWLING CENTERS HOLDINGS INC.
AMF WORLDWIDE BOWLING CENTERS HOLDINGS INC.
By: /s/ XXXXXXXXXXX X. XXXXXX
------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: acting in the capacities identified on APPENDIX I hereto
with respect to each of the New Guarantors
WILMINGTON TRUST COMPANY, as Trustee
By: /s/ XXXX ST. XXXXX
------------------------------------------
Name: Xxxx St. Amand
Title: Assistant Vice President
APPENDIX I
EXISTING GUARANTOR POSITION OF XXXXXXXXXXX X. XXXXXX
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AMF Bowling Products, Inc. Vice President, Chief Financial Officer,
Treasurer and Assistant Secretary
AMF BCH LLC Vice President, Chief Financial Officer,
Treasurer and Assistant Secretary
AMF WBCH LLC Vice President, Chief Financial Officer,
Treasurer and Assistant Secretary
American Recreation Centers, Inc. Vice President, Chief Financial Officer,
Treasurer and Assistant Secretary
AMF Bowling Centers, Inc. Vice President, Chief Financial Officer,
Treasurer and Assistant Secretary
AMF Beverage Company of Oregon, Inc. Vice President, Chief Financial Officer,
Treasurer and Assistant Secretary
Xxxx Xxxxx Lenexa, Inc. Vice President, Chief Financial Officer,
Treasurer and Assistant Secretary
Xxxx River Corporation Vice President, Chief Financial Officer,
Treasurer and Assistant Secretary
AMF Bowling Centers (Aust) International Inc. Vice President, Chief Financial Officer,
Treasurer and Assistant Secretary
AMF Bowling Centers International Inc. Vice President, Chief Financial Officer,
Treasurer and Assistant Secretary
AMF Bowling Mexico Holding, Inc. Vice President, Chief Financial Officer,
Treasurer and Assistant Secretary
Boliches AMF, Inc. Vice President, Chief Financial Officer,
Treasurer and Assistant Secretary
NEW GUARANTORS POSITION OF XXXXXXXXXXX X. XXXXXX
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AMF Bowling Centers Holdings Inc. President and Treasurer
AMF Worldwide Bowling Centers Holdings Inc. President and Treasurer
