Exhibit 99.11
[FORM OF SUBSCRIPTION AGENT AGREEMENT]
("Agreement")
Date: June __, 1999
ChaseMellon Shareholder Services, L.L.C.
00 Xxxxxxxxxx Xx.
Xxxxxxxxxx Xxxx, XX 00000
Attn: Reorganization Department
-------------------------
Ladies and Gentlemen:
AMF Bowling, Inc., a Delaware corporation (the "Company") is
distributing to the holders of record of its outstanding shares of Common Stock
par value $0.01 per share (the "Common Stock"), at the close of business on June
__, 1999 (the "Record Date"), rights to subscribe for and purchase (each a
"Right," and collectively, the "Rights") shares of Common Stock (the "Additional
Common Stock") at a purchase price of $_____ per share of Additional Common
Stock (the "Subscription Price"), upon the terms and conditions set forth in the
Prospectus (the "Rights Offering"). The term "Subscribed" shall mean submitted
for purchase from the Company by a stockholder in accordance with the terms of
the Rights Offering, and the term "Subscription" shall mean any such submission.
The Rights Offering will expire at 5:00 p.m., New York City Time, on July __,
1999 (the "Expiration Time"), unless the Company shall have extended the period
of time for which the Rights Offering is open, in which event the term
"Expiration Time" shall mean the latest time and date at which the Rights
Offering, as so extended by the Company from time to time, shall expire.
The Company filed a Registration Statement relating to the Rights and
Additional Common Stock with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, on May 5, 1999 and Amendment No. 1 thereto
was filed on June __, 1999 (collectively, the "Registration Statement"). Said
Registration Statement was declared effective on June __, 1999. The terms of the
Additional Common Stock are more fully described in the Prospectus forming part
of the Registration Statement as it was declared effective. Copies of the
Prospectus, the Instructions For Use of AMF Bowling, Inc. Rights Certificate
(the "Instructions") and the Notice of Guaranteed Delivery are attached hereto
and incorporated herein by reference as Exhibit 1, Exhibit 2 and Exhibit 3,
respectively. All terms used and not defined herein shall have the same meaning
as in the Prospectus. Promptly after the Record Date, you will prepare a list of
holders of Common Stock as of the Record Date (the "Record Stockholders List").
The Rights are evidenced by transferable Rights Certificates
(individually, a "Rights Certificate," and collectively, the "Rights
Certificates") attached hereto as Exhibit 4. The Rights Certificates entitle the
holders thereof to subscribe, upon payment of the Subscription Price, for shares
of Additional Common Stock at the rate of ____share(s) for each Right evidenced
by a Rights Certificate (the "Basic Subscription Privilege"). Fractional Rights
will not be issued to holders of Common Stock. If a holder of Common Stock is
entitled to receive a fractional Right, such holder's Rights shall be rounded up
to the nearest whole Right. No fractional Rights will be issued. Brokers,
dealers or other nominees holding Common Stock on the Record Date for more than
one beneficial owner may (after making a proper showing to the Subscription
Agent) exercise the number of Rights to which all such beneficial owners in the
aggregate otherwise would have been entitled if they had been direct record
holders of such Common Stock on the Record Date. The Rights Offering includes an
over-subscription privilege and a conditional over-subscription privilege
entitling the holder of a Rights Certificate, if said holder fully exercises its
Basic Subscription Privilege, to Subscribe and pay the Subscription Price for
additional shares of Additional Common Stock (the "Over-Subscription Privilege"
and the "Conditional Over-Subscription Privilege," respectively). Reference is
made to the Prospectus under "The Rights Offering -- Subscription Privileges"
for a complete description of the Basic Subscription Privilege, the
Over-Subscription Privilege and the Conditional Over-Subscription Privilege.
The Company hereby appoints you as Subscription Agent (the
"Subscription Agent") for the Rights Offering and agrees with you as follows:
1) As Subscription Agent, you are authorized and directed to:
(A) Prepare and issue the Rights Certificates in accordance
with this Agreement in the names of the holders of the Common Stock of record on
the Record Date, keep such records as are necessary for the purpose of recording
such issuance, and furnish a copy of such records to the Company. You shall
affix such identifying information as you deem necessary to identify each
particular Rights holder upon return of the executed Rights Certificates. The
Rights Certificates may be signed on your behalf by the manual or facsimile
signature of a Vice President or Assistant Vice President of the Subscription
Agent, or by the manual signature of any of your other authorized officers.
(B) Keep or cause to be kept books for registration of Rights
and transfer of Rights. Such books will show the names and addresses of the
respective Rights holders and assignees or transferees and the number of Rights
that have been granted or held.
(C) Promptly after you have prepared the Record Stockholders
List:
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(a) mail or cause to be mailed, by first class mail,
to each holder of Common Stock of record on the Record Date whose
address of record is within the United States, (i) a Rights Certificate
evidencing the Rights to which such stockholder is entitled under the
Rights Offering, (ii) a copy of the Prospectus, (iii) the Instructions,
(iv) a Notice of Guaranteed Delivery and (v) a return envelope
addressed to you, as the Subscription Agent; and
(b) mail or cause to be mailed, by air mail, to each
holder of Common Stock of record on the Record Date whose address of
record is outside the United States, or is an A.P.O. or F.P.O. address
(i) a copy of the Prospectus, (ii) a Notice of Guaranteed Delivery and
(iii) the Instructions. You shall refrain from mailing Rights
Certificates issuable to any holder of Common Stock of record on the
Record Date whose address of record is outside the United States and
Canada, or is an A.P.O. or F.P.O. address, and hold such Rights
Certificates for the account of such stockholder subject to such
stockholder making satisfactory arrangements with the Subscription
Agent for the exercise or other disposition of the Rights evidenced
thereby, and follow the instructions of such stockholder for the
exercise, sale or other disposition of such Rights if such instructions
are received at or before 11:00 a.m., New York City Time, on July __,
1999.
(D) Mail or deliver a copy of the Prospectus (i) to each
assignee or transferee of Rights Certificates upon your receiving appropriate
documents to register the assignment or transfer thereof and (ii) with
certificates for shares of Additional Common Stock when such are issued to
persons other than the registered holder of the Rights Certificate.
(E) Accept Subscriptions upon the due exercise (including
payment of the Subscription Price) on or prior to the Expiration Time of Rights
in accordance with the terms of the Prospectus, the Instructions and the Rights
Certificate.
(F) Subject to the next sentence, accept Subscriptions from
Rights holders whose Rights Certificates are alleged to have been lost, stolen
or destroyed upon receipt by you of an affidavit of theft, loss or destruction
and a bond of indemnity in form and substance satisfactory to you, accompanied
by payment of the Subscription Price for the total number of shares of
Additional Common Stock Subscribed for by such Rights holder. Upon receipt of
such affidavit and bond of indemnity and compliance with any other applicable
requirements, stop orders shall be placed on said Rights Certificates and you
shall withhold delivery of the shares of Additional Common Stock Subscribed for
until after the Rights Certificates have expired and it has been determined that
the Rights evidenced by the Rights Certificates have not otherwise been
purported to have been exercised or otherwise surrendered.
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(G) Accept Subscriptions, unless you have further
authorization or direction from the Company, only if you have procured
supporting legal papers or other proof of authority to sign (including without
limitation proof of appointment of a fiduciary or other person acting in a
representative capacity), and only if you have procured the signatures of
co-fiduciaries, co-representatives or any other appropriate person:
(a) if the Rights Certificate is registered in the
name of a fiduciary and is executed by and the Additional Common Stock
is to be issued in the name of such fiduciary;
(b) if the Rights Certificate is registered in the
name of joint tenants and is executed by one of the joint tenants,
provided the certificate representing the Additional Common Stock is
issued in the names of, and is to be delivered to, such joint tenants;
(c) if the Rights Certificate is registered in the
name of a corporation and is executed by a person in a manner which
appears or purports to be done in the capacity of an officer, or agent
thereof, provided the Additional Common Stock is to be issued in the
name of such corporation; or
(d) if the Rights Certificate is registered in the
name of an individual and is executed by a person purporting to act as
such individual's executor, administrator or personal representative,
provided, the Additional Common Stock is to be registered in the name
of the subscriber as executor or administrator of the estate of the
deceased registered holder and there is no evidence indicating the
subscriber is not the duly authorized representative that he purports
to be.
(H) Accept Subscriptions not accompanied by Rights
Certificates if submitted by a firm having membership in the New York Stock
Exchange or another national securities exchange or by a commercial bank or
trust company having an office in the United States together with the Notice of
Guaranteed Delivery and accompanied by proper payment for the total number of
shares of Additional Common Stock Subscribed for by such holder; provided that
such firm complies with the Guaranteed Delivery Procedures set forth in the
Prospectus under the heading "Rights Offering -- Guaranteed Delivery
Procedures."
(I) Accept Subscriptions even though unaccompanied by Rights
Certificates under the circumstances and in compliance with the terms and
conditions set forth in the Prospectus under the heading "Rights Offering --
Exercise of Rights" and --Guaranteed Delivery Procedures."
(J) Refer to the Company for specific instructions as to
acceptance or rejection, of Subscriptions received after the Expiration Time,
Subscriptions not
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authorized to be accepted pursuant to this Paragraph 1, and Subscriptions
otherwise failing to comply with the requirements of the Prospectus and the
terms and conditions of the Rights Certificates.
(K) Upon acceptance of a Subscription:
(a) hold all funds received from Rights holders in a
special account for the benefit of the Company. Promptly following the
Expiration Time you shall distribute to the Company the funds in such
account (including interest thereon) and issue certificates for shares
of Additional Common Stock issuable to those Rights holders whose
Subscriptions have been accepted by the Company.
(b) advise the Company daily by telecopy and confirm
by letter to the attention of Xxxxx Xxxxxxx (the "Company
Representative"), as to the total number of shares of Additional Common
Stock Subscribed for, total number of Rights sold, total number of
Rights partially Subscribed for and the amount of funds received, with
cumulative totals for each; and in addition advise the Company
Representative, by telephone (000) 000-0000, confirmed by telecopy, of
the amount of funds received identified in accordance with (a) above,
deposited, available or transferred in accordance with (a) above, with
cumulative totals; and
(c) as promptly as possible but in any event on or
before 8:00 a.m., New York City Time, on the day following the
Expiration Time, advise the Company Representative in accordance with
(b) above of the number of shares Subscribed for, the number of
Subscription guarantees received and the number of shares of Additional
Common Stock unsubscribed for.
(L) Upon completion of the Rights Offering, you shall issue
certificates for shares of Additional Common Stock for which Rights holders have
Subscribed and whose subscriptions have been accepted by the Company
(M) Sell Rights for Rights holders as follows:
(a) Upon receipt of appropriate instructions from a
Rights holder and a properly executed Rights Certificate before 11:00
a.m., New York City time, on the fifth business day before the
Expiration Time, you may sell the Rights on the New York Stock Exchange
or any other investment channel.
(b) If you fill less than all sales orders you timely
receive, you shall prorate the sales proceeds among the Rights holders
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based upon the total number of Rights you were timely instructed to
sell, irrespective of the time each such instruction was received by
you.
(c) Promptly upon completion of the Rights Offering,
you shall send each Rights holder who timely instructed you to sell
Rights on its behalf, a check in an amount equal to the number or
Rights sold time the weighted average price of all Rights you sold in
accordance with the terms of such sale under "The Rights Offering --
Method of Transferring and Selling Rights -- Sales of Rights Through
the Subscription Agent" in the Prospectus.
(d) In the event you do not fill all or any of the
requests by Rights holders to sell Rights by the third business day
prior to the expiration time, you shall mail to each such Rights holder
a new Rights Certificate representing the number of Rights not sold by
you for such Rights holder.
(N) Transfer Rights for Rights holders as follows:
(a) You shall register the transfer, from time to
time, of any outstanding Rights upon the Rights Certificate Register
(as hereinafter defined), upon surrender of the Rights Certificate
evidencing such rights for transfer, properly endorsed with signatures
properly guaranteed and accompanied by appropriate instructions for
transfer. Upon any such transfer, you shall issue a new Rights
Certificate representing an equal aggregate number of Rights to the
transferee and you shall cancel the surrendered Rights Certificate. You
shall deliver the canceled Rights Certificates to the Company upon its
request.
(b) You shall not be required to register a transfer
if such transfer will result in the issuance of a Rights Certificate
for a fraction of a Right.
(c) You are authorized to countersign and to deliver,
in accordance with the terms of this Agreement and the Prospectus, the
new Rights Certificates required to be issued pursuant to the
provisions hereof, and the Company will supply you with Rights
Certificates duly executed on behalf of the Company for such purpose.
(O) If a Rights holder exercised his Over-Subscription
Privilege and/or Conditional Over-Subscription Privilege and is allocated less
than all of the additional shares of Additional Common Stock for which he
Subscribed, you shall take such action as reasonably requested by the Company to
return the excess funds such Rights holder paid for additional shares of
Additional Common Stock not allocated to him, without interest or deduction.
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2) (a) A Rights Certificate shall be issued to each
holder of Common Stock as of the Record Date. You are the transfer
agent and registrar for the Rights Certificates and you shall keep
books and records of the registration and transfers and exchanges of
Rights Certificates (such books and records are hereinafter called the
"Rights Certificate Register") .
(b) You shall promptly mail or deliver a copy of the
Prospectus (i) to each assignee or transferee of Rights Certificates
upon your receipt of appropriate documents to register the assignment
or transfer thereof, and (ii) to persons other than the registered
holder of the Rights Certificates if certificates for shares of
Additional Common Stock are issued to such persons.
(c) All Rights Certificates issued upon any
registration of transfer or exchange of Rights shall be the valid
obligations of the Company, evidencing the same obligations, and
entitled to the same benefits under this Agreement, as the Rights
Certificates surrendered for such registration of transfer or exchange.
(d) Any Rights Certificate when duly endorsed in
blank shall be deemed negotiable, and when a Rights Certificate shall
have been so endorsed the holder thereof may be treated by the Company,
you and all other persons dealing therewith as the absolute owner
thereof for any purpose and as the person entitled to exercise the
rights represented thereby, any notice to the contrary notwithstanding,
but until such transfer is registered in the Rights Certificate
Register, the Company and you may treat the registered holder thereof
as the owner for all purposes.
3) You will follow your regular procedures to attempt to reconcile any
discrepancies between the number of shares of Additional Common Stock that any
Rights Certificate may indicate are to be issued to a stockholder and the number
that the Record Stockholders List indicates may be issued to such stockholder.
In any instance where you cannot reconcile such discrepancies by following such
procedures, you will consult with the Company for instructions as to the number
of shares of Additional Common Stock, if any, you are authorized to issue. In
the absence of such instructions, you are authorized not to issue any shares of
Additional Common Stock to such stockholder.
4) You will examine the Rights Certificates received by you as
Subscription Agent to ascertain whether they appear to you to have been
completed and executed in accordance with the Prospectus and the Instructions.
In the event you determine that any Rights Certificate does not appear to you to
have been properly completed or executed, or where the Rights Certificates do
not appear to you to be in proper form for Subscription, or any other
irregularity in connection with the Subscription appears to you to exist, you
will follow, where possible, your regular procedures to attempt to cause such
irregularity to be corrected. You are not authorized to waive any irregularity
in connection with the
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Subscription, unless you shall have received from the Company the notification,
duly dated and signed by an authorized officer of the Company, indicating that
any irregularity in such Rights Certificate has been cured or waived and that
such Rights Certificate has been accepted by the Company. If any such
irregularity is neither corrected nor waived, you will return to the subscribing
stockholder (at your option by either first class mail under a blanket surety
bond or insurance protecting you and the Company from losses or liabilities
arising out of the non-receipt or nondelivery of Rights Certificates or by
registered mail insured separately for the value of such Rights Certificates) to
such stockholder's address as set forth in the Subscription, any Rights
Certificate surrendered in connection therewith and any other documents received
with such Rights Certificates, and if determined to be required by the Company,
a letter of notice to be furnished by the Company explaining the reasons for the
return of the Rights Certificates and other documents.
5) Each document received by you relating to your duties under this
Agreement shall be dated and time stamped when received.
6) (a) For so long as this Agreement shall be in effect, the Company
will reserve for issuance and keep available free from preemptive
rights a sufficient number of shares of Additional Common Stock to
permit the exercise in full of all Rights issued pursuant to the Rights
Offering. Subject to the terms and conditions of this Agreement, you in
your capacity as transfer agent for the Common Stock shall issue
certificates evidencing the appropriate number of shares of Additional
Common Stock as required from time to time in order to effectuate the
Subscriptions.
(b) The Company shall endeavor to take any and all
action, including without limitation obtaining the authorization,
consent, lack of objection, registration or approval of any
governmental authority, or the taking of any other action under the
laws of the United States of America or any political subdivision
thereof, to insure that all shares of Additional Common Stock issuable
upon the exercise of the Rights Certificates at the time of delivery of
the certificates therefor (subject to payment of the Subscription
Price) will be duly and validly issued and fully paid and nonassessable
shares of Common Stock, free from all preemptive rights and taxes,
liens, charges and security interests created by or imposed upon the
Company with respect thereto.
(c) Except as set forth in the Prospectus, the
Company shall endeavor to take all action necessary or appropriate to
obtain and keep effective all registrations, permits, consents and
approvals of the Securities and Exchange Commission and any other
governmental agency or authority and make such filings under Federal
and state laws which may be necessary or appropriate in connection with
the issuance, sale, transfer
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and delivery of Rights Certificates or Additional Common Stock issued
upon exercise of Rights.
7) If certificates representing shares of Additional Common Stock are
to be delivered by you to a person other than the person in whose name a
surrendered Rights Certificate is registered, you will issue no certificate for
Additional Common Stock until the Rights Certificate so surrendered has been
properly endorsed (or otherwise put in proper form for transfer) and the person
requesting such exchange has paid any transfer or other taxes or governmental
charges required by reason of the issuance of a certificate for Additional
Common Stock in a name other than that of the registered holder of the Rights
Certificate surrendered, or has established to your satisfaction that any such
tax or charge either has been paid or is not payable.
8) Should any issue arise regarding federal income tax reporting or
withholding, you will take such action as the Company instructs you in writing.
9) The Company may terminate this Agreement at any time by so notifying
you in writing. You may terminate this Agreement upon 30 days' prior notice to
the Company. Upon any such termination, you shall be relieved and discharged of
any further responsibilities with respect to your duties hereunder. Upon payment
of all your outstanding fees and expenses, you will forward to the Company or
its designee promptly any Rights Certificate or other document relating to your
duties hereunder that you may receive after your appointment has so terminated.
Sections 11, 12, and 14 of this Agreement shall survive any termination of this
Agreement.
10) As agent for the Company hereunder you:
(a) shall have no duties or obligations other than
those specifically set forth herein or as may subsequently be agreed to
in writing by you and the Company;
(b) shall have no obligation to issue any shares of
Additional Common Stock unless the Company shall have provided a
sufficient number of certificates for such Additional Common Stock;
(c) shall be regarded as making no representations
and having no responsibilities as to the validity, sufficiency, value,
or genuineness of any Rights Certificates surrendered to you hereunder
or shares of Additional Common Stock issued in exchange therefor, and
will not be required to or be responsible for and will make no
representations as to, the validity, sufficiency, value or genuineness
of the Rights Offering;
(d) shall not take any legal action hereunder without
the prior written approval of the Company; you shall not be obligated
to take any legal action hereunder, if however, you determine to take
legal action
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and if the taking of such action might, in your judgment,
subject or expose you to any expense or liability you shall not be
required to act unless you shall have been furnished with an indemnity
reasonably satisfactory to you;
(e) may rely on and shall be fully authorized and
protected in acting in good faith or failing in good faith to act upon
any certificate, instrument, opinion, notice, letter, telegram, telex,
facsimile transmission or other document or security delivered to you
and reasonably believed by you to be genuine and to have been signed by
the proper party or parties;
(f) shall not be liable or responsible for any
recital or statement contained in the Prospectus or any other documents
relating thereto;
(g) shall not be liable or responsible for any
failure on the part of the Company to comply with any of its covenants
and obligations relating to the Rights Offering, including without
limitation obligations under applicable securities laws;
(h) may rely on and shall be fully authorized and
protected in acting in good faith or failing in good faith to act based
upon and in accordance with the written, telephonic or oral
instructions with respect to any matter relating to you acting as
Subscription Agent covered by this Agreement (or supplementing or
qualifying any such actions) of officers of the Company authorized
hereunder to act for the Company;
(i) may consult with counsel satisfactory to you, and
the advice of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered, or omitted by you
hereunder in good faith and in accordance with the advice of such
counsel;
(j) may perform any of your duties hereunder either
directly or by or through agents or attorneys selected by you in good
faith and with reasonable care;
(k) are not authorized, and shall have no obligation,
to pay any brokers, dealers, or soliciting fees to any person;
(l) shall not at any time advise any person
exercising or selling, considering exercising or selling, pursuant to
the Rights Offering as to the wisdom of making such an exercise or sale
or as to the market value of any security exercised or sold; and
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(m) acknowledge that the closing of the Rights
Offering will occur on the day immediately following the Expiration
Time, even if such date falls on a Saturday or Sunday, and you shall do
all acts necessary under this Agreement to facilitate such closing.
11) In the event any question or dispute arises with respect to the
proper interpretation of the Rights Offering or your duties hereunder or the
rights of the Company or of any stockholders surrendering Rights Certificates
pursuant to the Rights Offering, you shall not be required to act and shall not
be held liable or responsible for your refusal to act until the question or
dispute has been judicially settled (and, if appropriate, you may file a suit in
interpleader or for a declaratory judgment for such purpose) by final judgment
rendered by a court of competent jurisdiction, binding on all parties interested
in the matter which is no longer subject to review or appeal, or settled by a
written document in form and substance satisfactory to you and executed by the
Company and each such stockholder and party. In addition, you may require for
such purpose, but shall not be obligated to require, the execution of such
written settlement by all the Rights holders and all other parties that may have
an interest in the settlement.
12) Any instructions given to you orally, as permitted by any provision
of this Agreement, shall be confirmed in writing by the Company as soon as
practicable. You shall not be liable or responsible and shall be fully
authorized and protected for acting in good faith, or failing in good faith to
act, in accordance with any oral instructions which do not conform with the
written confirmation received in accordance with this Section.
13) Whether or not any Rights Certificates are surrendered to you, for
your services as Subscription Agent hereunder, the Company shall pay to you
compensation in accordance with the fee schedule attached as Exhibit A hereto,
together with reimbursement for your reasonable out-of-pocket expenses,
including reasonable fees and disbursements of counsel, subject to receipt of
reasonably satisfactory documentation thereof.
14) The Company covenants to indemnify and hold you harmless from and
against any loss, liability, claim or expense ("Loss") arising out of or in
connection with your duties under this Agreement, including the costs and
expenses of defending yourself against any Loss, unless such Loss shall have
been determined by a court of competent jurisdiction to be a result of your
gross negligence, willful misconduct or bad faith. Anything in this Agreement to
the contrary notwithstanding, in no event shall you be liable for special,
indirect, incidental or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if you have been advised of
the likelihood of such damages and regardless of the form of action. You shall
notify the Company, by letter or by telex or facsimile transmission confirmed by
letter, of the written assertion of any action, proceeding, suit or claim made
or commenced against you promptly after you shall have been served with the
summons or other first legal process or have received the first written
assertion giving information as to the nature and basis of the action,
proceeding, suit or claim; provided, however, that the failure to provide such
notice to the Company shall not relieve the Company from any liability it may
have on account of the indemnity under this Section 14 except to the extent the
Company has
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been prejudiced in any respect by such failure. The Company shall be entitled to
participate at its own expense in the defense of any such action, proceeding,
suit or claim. In the event that the Company assumes such defense, the Company
shall not thereafter be liable for the fees and expenses of any additional
counsel that you retain, so long as the Company shall retain counsel
satisfactory to you, in the exercise of your reasonable judgment to defend such
suit. You agree not to settle any claim or litigation in connection with any
such claim or liability with respect to which you may seek indemnification from
the Company without the prior written consent of the Company.
15) If any provision of this Agreement shall be held illegal, invalid,
or unenforceable by any court, this Agreement shall be construed and enforced as
if such provision had not been contained herein and shall be deemed an Agreement
among us to the full extent permitted by applicable law.
16) The Company represents and warrants that (a) it is duly
incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation, (b) the making and consummation of the Rights
Offering and the execution, delivery and performance of all transactions
contemplated thereby (including without limitation this Agreement) have been
duly authorized by all necessary corporate action and will not result in a
breach of or constitute a default under the certificate of incorporation or
bylaws of the Company or any indenture, agreement or instrument to which it is a
party or is bound which breach or default would have a material adverse effect
on the Rights Offering, (c) this Agreement has been duly executed and delivered
by the Company and constitutes the legal, valid, binding and enforceable
obligation of it, (d) the Rights Offering will comply in all material respects
with all applicable requirements of law and (e) to the best of its knowledge,
there is no litigation pending or threatened as of the date hereof in connection
with the Rights Offering.
17) In the event that any claim of inconsistency between this Agreement
and the terms of the Rights Offering arise, as they may from time to time be
amended, the terms of the Rights Offering shall control, except with respect to
the duties, liabilities and rights, including compensation and indemnification
of you as Subscription Agent, which shall be controlled by the terms of this
Agreement.
18) Set forth in Exhibit B hereto is a list of the names and specimen
signatures of the persons authorized to act for the Company under this
Agreement. The Secretary of the Company shall, from time to time, certify to you
the names and signatures of any other persons authorized to act for the Company
under this Agreement.
19) Except as expressly set forth elsewhere in this Agreement, all
notices, instructions and communications under this Agreement shall be in
writing, shall be effective upon receipt and shall be addressed, if to the
Company, to its address set forth beneath its signature to this Agreement, or,
if to the Subscription Agent, to ChaseMellon Shareholder Services, L.L.C., 000
Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Reorganization
Department, or to such other address as a party hereto shall notify the other
parties.
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20) This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without giving effect to conflict of
laws rules or principles, and shall inure to the benefit of and be binding upon
the successors and assigns of the parties hereto; provided that this Agreement
may not be assigned by any party without the prior written consent of all other
parties.
21) No provision of this Agreement may be amended, modified or waived,
except in a written document signed by both parties.
22) This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
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Please acknowledge receipt of this Agreement, the Prospectus, the
Instructions, the Notice of Guaranteed Delivery and the Rights Certificate with
respect to the Rights Offering and confirm your agreement concerning your
appointment as Subscription Agent, and the arrangements herein provided, by
signing and returning the enclosed copy hereof, whereupon this Agreement and
your acceptance of the terms and conditions herein provided shall constitute a
binding Agreement between us.
Very truly yours,
AMF BOWLING, INC.
By:
--------------------------
Name:
Title:
Address for notices:
AMF Bowling, Inc.
0000 XXX Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention:
---------------------------
Accepted as of the date
first above written:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.,
AS SUBSCRIPTION AGENT
By:
------------------------------------------
Name:
Title:
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Exhibit 1 Prospectus
Exhibit 2 Instructions For Use Of AMF Bowling, Inc. Rights Certificate
Exhibit 3 Notice of Guaranteed Delivery
Exhibit 4 Form of Rights Certificate
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EXHIBIT A
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
Schedule of Fees
as
Subscription Agent
for
I. Set Up and Administrative Fee $
II. Processing Basic subscriptions, each
III. Transferring subscription certificates, split-ups, reissuing new
certificates, round-ups, each
IV. Issuing subscription certificates to record date holders, each
and follow-up mailings
V. Processing oversubscriptions, including proration and refunds, each
VI. Sale of Rights for holders, each
VII. Subscriptions requiring additional handling (window items,
defective presentations, correspondence items, legal items,
and items not providing a taxpayer identification number),
each
VIII. Processing Guarantee of Delivery items, each
IX. Handling Soliciting Dealer payments, each
X. Special Services
XI. Out-of-pocket Expenses (including but not limited to postage,
stationary, telephones, overnight couriers, messengers,
overtime, dinners, transportation, shipping and trucking
XII. Minimum Fee
16
EXHIBIT B
[Company Letterhead]
Name Position Specimen Signatures
---- -------- -------------------
17
