Exhibit 1 FORM OF CONSENT OF STOCKHOLDERS The undersigned, being a Stockholder under (and as defined in) the Stockholders Agreement, dated as of April 30, 1998, by and among AMF Bowling, Inc., formerly known as AMF Holdings Inc. (the "Company"), and...
Exhibit 1
FORM OF CONSENT OF STOCKHOLDERS
The undersigned, being a Stockholder under (and as defined in)
the Stockholders Agreement, dated as of April 30, 1998, by and among AMF
Bowling, Inc., formerly known as AMF Holdings Inc. (the "Company"), and certain
stockholders thereof, as amended (the "Stockholders Agreement"), hereby (i)
consent to (A) the purchase by any Stockholders and/or their respective
affiliates of any notes or bonds of the Company or its subsidiaries, including,
without limitation, the Company's Zero Coupon Convertible Debentures due 2018 or
the other securities referenced in Section 1.1.9 of the Stockholders Agreement
(collectively, the "Notes or Bonds") and (B) the ownership, selling or trading
by Stockholders and their affiliates of any Notes or Bonds, and (ii) agree that
none of the restrictions contained in the Stockholders Agreement which would
otherwise be applicable to such Stockholders and such affiliates with respect to
any of the Notes or Bonds, shall apply (except that upon conversion, redemption
or repurchase of any Notes or Bonds which are convertible into, redeemable for
and/or may be repurchased for any common stock, par value $.01 per share, of the
Company ("Common Stock"), the Common Stock issued pursuant thereto shall be
subject to the terms of the Stockholders Agreement). This consent 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.
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:
THE XXXXXXX XXXXX GROUP, L.P.
By:
Name:
Title:
-2-
STONE STREET FUND 1995, 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:
BRIDGE STREET FUND 1996, L.P.
By: Stone Street Empire Corp., its
Managing General Partner
By:
Name:
Title:
-3-
BLACKSTONE CAPITAL PARTNERS II MERCHANT
BANKING FUND L.P.
By: Blackstone Management Associates
II L.L.C., its General Partner
By:
Name:
Title:
BLACKSTONE OFFSHORE CAPITAL PARTNERS II
L.P.
By: Blackstone Management Associates
II L.L.C., its
General Partner
By:
Name:
Title:
BLACKSTONE FAMILY INVESTMENT
PARTNERSHIP II L.P.
By: Blackstone Management Associates
II L.L.C., its General Partner
By:
Name:
Title:
XXXXX INVESTMENT ASSOCIATES V, L.P.
By: Xxxxx Partners V, L.P., its
General Partner
By:
Name:
Title:
-4-
XXXXX EQUITY PARTNERS V, L.P.
By:
Name:
Title:
XXXX CAPITAL FUND V, L.P.
By: Xxxx Capital Partners V, L.P.,
its General Partner
By: Xxxx Capital Investors V, Inc.,
its General Partner
By:
Name:
Title:
XXXX CAPITAL FUND V-B, L.P.
By: Xxxx Capital Partners V, L.P.,
its General Partner
By: Xxxx Capital Investors V, Inc.,
its General Partner
By:
Name:
Title:
BCIP ASSOCIATES
By:
Name:
Title:
-5-
BCIP TRUST ASSOCIATES, L.P.
By:
Name:
Title:
Agreed to and accepted by:
AMF BOWLING, INC.
By:
Name:
Title:
-6-