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EXHIBIT 10.6
AMENDMENT NO. 2 TO STOCKHOLDERS AGREEMENT
AMENDMENT NO. 2, dated as of May 31, 1996, to the Stockholders Agreement
dated as of April 30, 1996, as amended, (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 ("BFIP"), XXXXX
INVESTMENT ASSOCIATES V, L.P., a Delaware limited partnership, XXXXX EQUITY
PARTNERS, 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 limited partnership, 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, concurrently with the execution of this Amendment No. 2 to the
Stockholders' Agreement, BFIP and Blackstone Family Investment Partnership II
L.P., a Delaware limited partnership ("Transferee"), are executing (a) an
Assignment and Conveyance Agreement, pursuant to which BFIP is assigning and
conveying its legal title to 356,339 shares of common stock, par value $.01 per
share, of Holdings (the "Shares") and (b) an Assumption Agreement (the
"Assumption Agreement"), pursuant to which Transferee is confirming the matters
set forth in Section 2.1(c) of the Stockholders Agreement and agreeing to
certain other matters as described in the Assumption Agreement, and
WHEREAS, Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel to BCIP, has delivered an
Option to Holdings as required pursuant to Section 2.2 of the Stockholders
Agreement and acceptable to Holdings; 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. Addition of Investor. The Stockholders Agreement is hereby
amended and restated to provide that Transferee is a party thereto and an
"Investor" thereunder.
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. 2, 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. 2 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. 2 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. 2; 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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BLACKSTONE FAMILY INVESTMENT
PARTNERSHIP II L.P.
By: Blackstone Management
Associates II L.L.C.,
General Partner
By:
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