Amf Bowling Worldwide Inc Sample Contracts

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EXHIBIT 1 ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • October 24th, 1996 • Amf Group Inc • Services-amusement & recreation services • New York
AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • May 2nd, 1997 • Amf Group Inc • Services-amusement & recreation services • Delaware
AGREEMENT
Agreement • April 16th, 2001 • Amf Bowling Worldwide Inc • Services-amusement & recreation services • New York
INDENTURE
Amf Bowling Worldwide Inc • February 26th, 2002 • Services-amusement & recreation services • New York
AMENDMENT NO. 2 AND WAIVER TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • June 28th, 1999 • Amf Bowling Worldwide Inc • Services-amusement & recreation services • New York
RECITALS
Stock Subscription Agreement • March 28th, 1997 • Amf Group Inc • Services-amusement & recreation services • New York
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Series a Warrant Agreement • March 8th, 2002 • Amf Bowling Worldwide Inc • Services-amusement & recreation services • New York
Exhibit T3C ----------- AMF BOWLING WORLDWIDE, INC. 13.00% SENIOR SUBORDINATED NOTES DUE 2008
Indenture • November 19th, 2001 • Amf Bowling Worldwide Inc • Services-amusement & recreation services • New York
CONTRIBUTION AGREEMENT
Contribution Agreement • September 30th, 2005 • Amf Bowling Worldwide Inc • Services-amusement & recreation services • England

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of June 13, 2005, by and among QubicaAMF Worldwide S.à.R.L., a Société à Responsabilité Limitée organized under the laws of Luxembourg (the “Company”), Qubica Lux S.à.R.L., a Société à Responsabilité Limitée organized under the laws of Luxembourg (“Qubica”), and AMF Holdings, Inc., a Delaware corporation (“AMF Inc.”). Qubica and AMF Inc. are collectively referred to herein as the “Owners” and each individually as an “Owner.” Except as otherwise indicated herein, capitalized terms used herein are defined in Section 10 hereof.

KINGPIN HOLDINGS, LLC EXECUTIVE SECURITIES AGREEMENT
Executive Securities Agreement • November 16th, 2005 • Amf Bowling Worldwide Inc • Services-amusement & recreation services • Delaware

THIS EXECUTIVE SECURITIES AGREEMENT (this “Agreement”) is made as of February 27, 2004, by and between Kingpin Holdings, LLC, a Delaware limited liability company, (the “Company”), and Frederick R. Hipp (the “Executive Securityholder”). Certain capitalized terms used herein are defined in Section 6 hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Securityholders Agreement dated as of the date hereof (the “Securityholders Agreement”) by and among the Company and certain Securityholders of the Company.

EMPLOYMENT AGREEMENT
Employment Agreement • May 12th, 2004 • Amf Bowling Worldwide Inc • Services-amusement & recreation services • Delaware

THIS EMPLOYMENT AGREEMENT is entered into as of February 27, 2004 between AMF Bowling Worldwide, Inc., a Delaware corporation (the “Company”), and Frederick R. Hipp (“Executive”).

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AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 26, 2003 among KINGPIN HOLDINGS, LLC, KINGPIN MERGER SUB, INC. and AMF BOWLING WORLDWIDE, INC.
Agreement and Plan of Merger • November 28th, 2003 • Amf Bowling Worldwide Inc • Services-amusement & recreation services • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of November 26, 2003 (this “Agreement”), among Kingpin Holdings, LLC, a Delaware limited liability company (“Parent”), Kingpin Merger Sub, Inc. a Delaware corporation and a direct wholly-owned subsidiary of Parent, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and AMF Bowling Worldwide, Inc., a Delaware corporation (the “Company”).

VOTING AGREEMENT
Voting Agreement • November 28th, 2003 • Amf Bowling Worldwide Inc • Services-amusement & recreation services • Delaware

THIS VOTING AGREEMENT (this “Agreement”), dated as of November 26, 2003, is made by and among AMF Debt Investors, L.L.C., AMF Debt Investors II, L.L.C., Oaktree Capital Management, LLC (as general partner and investment manager of certain funds and accounts it manages), Satellite Asset Management, L.P., AG Capital Funding Partners, L.P. and Silver Oaks Capital, L.L.C. (collectively, the “Stockholders” and each individually, a Stockholder”), and Kingpin Holdings, LLC, a Delaware limited liability company (the “Parent”).

November 18, 2003
Amf Bowling Worldwide Inc • February 4th, 2004 • Services-amusement & recreation services
EMPLOYMENT AGREEMENT
Employment Agreement • September 30th, 2005 • Amf Bowling Worldwide Inc • Services-amusement & recreation services • Delaware

THIS EMPLOYMENT AGREEMENT is entered into as of June 13, 2005, to be effective as of the closing of the transactions contemplated by Section 1B of the Contribution Agreement (as defined below) (the “Effective Date”), by and between AMF Bowling Products, LLC, a Virginia limited liability company (the “Company”), and John Walker (“Executive”). For purposes of this Agreement, “Contribution Agreement” means that certain Contribution Agreement, dated as of the date hereof, by and among Products (as defined below), the Company and Qubica Lux, S.à.r.l., a société à responsabilité limitée organized under the laws of Luxembourg.

EMPLOYMENT AGREEMENT
Employment Agreement • September 30th, 2005 • Amf Bowling Worldwide Inc • Services-amusement & recreation services • Delaware

THIS EMPLOYMENT AGREEMENT is entered into as of September 28, 2005 by and between QubicaAMF Worldwide, LLC, a Virginia limited liability company (the “Company”), and Christopher F. Caesar (“Executive”). For purposes of this Agreement, “Contribution Agreement” means that certain Contribution Agreement, dated as June 13, 2005, by and among Qubica Lux, S.à.r.l., a société à responsabilité limitée organized under the laws of Luxembourg, AMF Holdings, Inc. and QubicaAMF Worldwide S.à.r.l., a société à responsabilité limitée organized under the laws of Luxembourg (“QubicaAMF”).

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • September 30th, 2005 • Amf Bowling Worldwide Inc • Services-amusement & recreation services • New York

SECOND AMENDMENT dated as of June 2, 2005 (this “Second Amendment”) among KINGPIN INTERMEDIATE CORP., a Delaware corporation (“Holdings”), AMF BOWLING WORLDWIDE, INC. (formerly Kingpin Merger Sub, Inc.), a Delaware corporation (the “Borrower”), the Lenders signatory hereto and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”).

BASIC LEASE INFORMATION Lease I Agreement dated as of February 27, 2004
Lease I Agreement • May 12th, 2004 • Amf Bowling Worldwide Inc • Services-amusement & recreation services • Illinois

THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (the “Agreement”) is made as of the day of , 20 by and among , having an address at (“Landlord”), , and its successors and assigns having an address at (“Lender”) and , a , having an address at (“Tenant”).

January 31, 2004
Amf Bowling Worldwide Inc • May 12th, 2004 • Services-amusement & recreation services

This letter confirms that the Employment Agreement dated as of December 6, 2002, between you and AMF Bowling Worldwide, Inc., as amended November 18, 2003 and December 31, 2003 (the “Employment Agreement”), is amended as of January 31, 2004, as follows:

BASIC LEASE INFORMATION Lease II Agreement dated as of February 27, 2004
Lease Ii Agreement • May 12th, 2004 • Amf Bowling Worldwide Inc • Services-amusement & recreation services • Illinois

THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (the “Agreement”) is made as of the day of , 20 by and among , having an address at (“Landlord”), , and its successors and assigns having an address at (“Lender”) and , a , having an address at (“Tenant”).

December 31, 2003
Employment Agreement • February 4th, 2004 • Amf Bowling Worldwide Inc • Services-amusement & recreation services

This letter amends the Employment Agreement dated as of December 6, 2002, as amended November 18, 2003 (the “Agreement”) between you and AMF Bowling Worldwide, Inc. The defined terms in the Agreement have the same meaning herein. You and the Company hereby agree as follows:

JOINT VENTURE AGREEMENT Dated as of June 13, 2005
Joint Venture Agreement • September 30th, 2005 • Amf Bowling Worldwide Inc • Services-amusement & recreation services • Luxembourg

THIS JOINT VENTURE AGREEMENT is made and entered into as of this 13th day of June, 2005, to be effective as of the closing of the transactions contemplated by Section 1B of the Contribution Agreement (as defined below) (the “Effective Date”), by and among QubicaAMF Worldwide, S.à.r.l., a société à responsabilité limitée organized under the laws of Luxembourg (the “Company”), AMF Holdings, Inc., a corporation organized under the laws of the State of Delaware, U.S.A. (“AMF”), Qubica Lux, S.à.r.l., a société à responsabilité limitée organized under the laws of Luxembourg (“Qubica”), AMF Bowling Products, LLC, a Virginia limited liability company (“AMF Products”), AMF Bowling Products International BV, a company organized under the laws of the Netherlands (“AMF BV”), Qubica, S.p.A., a Società per Azioni organized under the laws of Italy (“Qubica Products”), AMF Bowling India Private Limited, an India company (“AMF India”), AMF Bowling Products Mexico S. de R.L. de C.V., a Mexico company (“

AGREEMENT
Agreement • May 12th, 2004 • Amf Bowling Worldwide Inc • Services-amusement & recreation services • Virginia

THIS AGREEMENT (this “Agreement”) between Steven Paradis (“Paradis”), George W. Vieth, Jr. (“Vieth”) and AMF Bowling Worldwide, Inc. (“AMF”) is dated as of April 12, 2004.

Agreement
Agreement • April 16th, 2001 • Amf Bowling Worldwide Inc • Services-amusement & recreation services • Virginia
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