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EXHIBIT 10.5
AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT
AMENDMENT NO. 1, dated as of May 28, 1996, to the Stockholders Agreement,
dated as of April 30, 1996 (the "Stockholders Agreement"), by and among AMF
HOLDINGS INC., a Delaware corporation ("Holdings"), GS CAPITAL PARTNERS II,
L.P., a Delaware limited partnership, GS CAPITAL PARTNERS II OFFSHORE, L.P., a
Cayman Islands exempt limited partnership, XXXXXXX XXXXX & CO. VERWALTUNGS GMBH,
a corporation recorded in the Commercial Register Frankfurt, as nominee for GS
Capital Partners II Germany C.L.P., THE XXXXXXX SACHS GROUP, L.P., a Delaware
limited partnership, STONE STREET FUND 1995, L.P., a Delaware limited
partnership, STONE STREET 1996, L.P., a Delaware limited partnership, XXXXXX
XXXXXX XXXX 0000, L.P., a Delaware limited partnership, XXXXXX XXXXXX XXXX 0000,
L.P., a Delaware limited partnership, BLACKSTONE CAPITAL PARTNERS II MERCHANT
BANKING FUND L.P., a Delaware limited partnership, BLACKSTONE OFFSHORE CAPITAL
PARTNERS II L.P., a Delaware limited partnership, BLACKSTONE FAMILY INVESTMENT
PARTNERSHIP L.P., a Delaware limited partnership, XXXXX INVESTMENT ASSOCIATES V,
L.P., a Delaware limited partnership, XXXXX EQUITY PARTNERS V, L.P., a Delaware
limited partnership, XXXX CAPITAL FUND V, L.P., a Delaware limited partnership,
XXXX CAPITAL FUND V-B, L.P., a Delaware limited partnership, BCIP ASSOCIATES, a
Delaware general partnership, BCIP TRUST ASSOCIATES, L.P., a Delaware limited
partnership, CITICORP NORTH AMERICA, INC., a Delaware corporation, XXXXXXX X.
XXXXX and the management investors listed in Schedule I to the Stockholders
Agreement, as such Schedule I may be amended from time to time (collectively,
the "Management Investors").
WHEREAS, Holdings and a subsidiary thereof are entering into an Employment
Agreement with Xxxxxxx X. Xxxx which provides for, among other things, the
issuance of 150,000 shares of common stock, par value $.01 per share, of
Holdings to Xx. Xxxx and the grant to Xx. Xxxx of options to purchase 105,000
shares of such common stock; and
WHEREAS, pursuant to and in accordance with Section 3.9 of the Stockholders
Agreement, Holdings wishes to amend the Stockholders Agreement on the terms
contained herein;
NOW, THEREFORE, the Stockholders Agreement is amended as follows:
1. Management Investors. Schedule I to the Stockholders Agreement is
hereby amended and restated in its entirety as set forth in Exhibit 1
attached hereto.
2. Governing Law. This Amendment shall be governed and construed and
enforced in accordance with the laws of the State of New York, without
regard to the principles of conflicts of law thereof.
3. Reaffirmation. In all respects not inconsistent with the terms
and provisions of this Amendment No. 1, the Stockholders Agreement shall
continue to be in full force and effect in accordance with the terms and
conditions thereof, and is hereby ratified, adopted, approved and
confirmed. From and after the date hereof, each reference to the
Stockholders Agreement in any other instrument or document shall be deemed
a reference to the Stockholders Agreement as amended hereby, unless the
context otherwise requires.
4. No Waiver. The execution, delivery and performance of this
Amendment No. 1 shall not operate as a waiver of any condition, power,
remedy or right exercisable in accordance with the Stockholders Agreement,
and shall not constitute a waiver of any provision of the Stockholders
Agreement, except as expressly provided herein.
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IN WITNESS WHEREOF, AMF Holdings Inc. has caused this Amendment No. 1 to be
duly executed, as of the date first written above.
AMF HOLDINGS INC.
By
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The undersigned, by signing his name hereto, hereby agrees to be bound by
all of the terms and conditions of the Stockholders Agreement as amended by this
Amendment No. 1; this signature page also being deemed to be a counterpart to
the Stockholders Agreement.
Dated as of the date first written above.
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