1
The undersigned hereby agree to purchase or cause to be purchased
Zero Coupon Convertible Debentures due 2018 (the "Debentures") of AMF Bowling,
Inc. and/or 12 1/4% Senior Subordinated Discount Notes due 2006 (the "Notes") of
AMF Bowling Worldwide, Inc., in each case, in open market transactions for the
accounts of the undersigned based on the proportions set forth on Schedule I
hereto. Each party may terminate its participation in such purchases by
providing the other parties hereto with written notice of such termination. In
the event of any such termination, the proportions set forth on Schedule I for
the remaining entities shall be proportionately increased. This agreement and
acknowledgment may be signed in any number of counterparts, each of which shall
be deemed to be an original, and all of such counterparts, shall together
constitute one and the same instrument.
Dated as of the 12th day of November, 1998.
2
GS CAPITAL PARTNERS II, L.P.
By: GS Advisors, L.P.
General Partner
By: GS Advisors Inc., its
General Partner
By:
Name:
Title:
GS CAPITAL PARTNERS II OFFSHORE, L.P.
By: GS Advisors II (Cayman), L.P.
General Partner
By: GS Advisors II, Inc., its
General Partner
By:
Name:
Title:
XXXXXXX, XXXXX & CO. VERWALTUNGS
GMBH
By:
Name:
Title:
By:
Name:
Title:
0
0
XXXXX XXXXXX XXXX 0000, L.P.
By: Stone Street Value Corp., its
General Partner
By:
Name:
Title:
STONE STREET FUND 1996, L.P.
By: Stone Street Empire Corp., its
General Partner
By:
Name:
Title:
BRIDGE STREET FUND 1995, L.P.
By: Stone Street Value Corp., its
Managing General Partner
By:
Name:
Title:
0
0
XXXXXX XXXXXX FUND 1996, L.P.
By: Stone Street Empire Corp., its
Managing General Partner
By:
Name:
Title:
XXXXX INVESTMENT ASSOCIATES V, L.P.
By: Xxxxx Partners V, L.P., its
General Partner
By:
Name:
Title:
XXXXX EQUITY PARTNERS V, L.P.
By:
Name:
Title:
4
5
SCHEDULE I
ALLOCATION PERCENTAGES
%
---------------------------
Xxxxx Investment Associates V, L.P. 14.5%
Xxxxx Equity Partners V, L.P. 1.6%
GS Capital Partners II, L.P. 54.1%
GS Capital Partners II Offshore, L.P. 21.5%
GS Capital Partners II (Germany) C.L.P. 2.0%
Bridge Street Fund 1995, L.P. 1.4%
Bridge Street Fund 1996, L.P. 1.5%
Stone Street Fund 1995, L.P. 1.3%
Stone Street Fund 1996, L.P. 2.2%
---------------------------
TOTAL 100.0%