EXHIBIT 4.8
JOINDER TO REGISTRATION RIGHTS AGREEMENT
This Joinder to Registration Rights Agreement (this "JOINDER") 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 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx, Incorporated and
Credit Suisse First Boston LLC (together, the "Initial Purchasers").
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 a
Registration Rights Agreement (the "REGISTRATION RIGHTS AGREEMENT"), dated as of
February 27, 2004, providing for certain registration rights to holders of the
Company's 10% Senior Subordinated Notes due 2010 (the "NOTES");
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.;
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;
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WHEREAS, the Company desires to subject the New Guarantors to the
provisions of the Registration Rights Agreement in compliance with the
requirements for new Guarantors set forth in Section 1415(b) of the Indenture,
dated as of February 27, 2004 (the "Indenture") among the Company, the Existing
Guarantors and Wilmington Trust Company, as trustee, governing the Notes.
NOW THEREFORE, the parties hereto agree as follows:
1. JOINDER. The parties hereto agree that, by and upon execution of
this Joinder, each New Guarantor (i) shall be a party to the Registration
Statement, (ii) shall be a "Guarantor" (as such term is defined in the
Indenture) and (iii) shall be subject to the duties and obligations and entitled
to the rights and benefits of a Guarantor thereunder, as fully as if such New
Guarantor had been an original signatory thereto in such capacity.
2. CONTINUING EFFECT. Other than as modified in accordance with the
foregoing provisions, the remaining terms of the Registration Rights Agreement
remain in full force and effect.
3. GOVERNING LAW. THIS JOINDER 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.
4. COUNTERPARTS. This Joinder 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.
5. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Joinder to be
duly executed, all as of the day and year first above written.
AMF BOWLING WORLDWIDE, INC.
By: /s/ XXXXXXXXXXX X. XXXXXX
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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
CONFIRMED AND ACCEPTED,
as of the date first above written
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
CREDIT SUISSE FIRST BOSTON, acting through
its Cayman Islands Branch
By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By: /s/ XXXXXX X. XXXX
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Name: Xxxxxx X. Xxxx
Title: Vice President
By: /s/ XXXXXXX XXXXX
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Name: Xxxxxxx Xxxxx
Title: Associate
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
