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EXHIBIT 10.12
AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT
AMENDMENT NO. 2, dated as of January 17, 1997, to the Registration Rights
Agreement, dated as of April 30, 1996, as amended (the "Registration Rights
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 FUND 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, XXXXXX
XXXXX ("Xxxxx'), XXXXXXX XXXXXXX ("Xxxxxxx") and XXXXXXX XXXX (together with
Xxxxx, Xxxxxxx and such other management investors who, from time to time,
become parties to the Registration Rights Agreement pursuant to the last
sentence of Section 2.4 thereof, the "Management Investors").
WHEREAS, the Board of Directors of Holdings has, pursuant to the terms and
conditions of the Holdings 1996 Stock Option Plan, granted certain options to
purchase shares of common stock, par value $.01 per share, of Holdings to
certain executives and managers of Holdings and its affiliates listed on
Attachment 1 hereto (the "Option Awardees"); and
WHEREAS, pursuant to and in accordance with Section 2.4 of the Registration
Rights Agreement, Holdings wishes to amend the Registration Rights Agreement on
the terms contained herein;
NOW, THEREFORE, the Registration Rights Agreement is amended as follows:
1. Management Investors. The Registration Rights Agreement is hereby
amended and restated to provide that each of the Option Awardees is a
"Management 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 Registration Rights 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
Registration Rights Agreement in any other instrument or document shall be
deemed a reference to the Registration Rights 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 Registration Rights
Agreement, and shall not constitute a waiver of any provision of the
Registration Rights 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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Name:
Title:
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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 Registration Rights Agreement as amended
by this Amendment No. 2; this signature page also being deemed to be a
counterpart to the Registration Rights Agreement.
Dated as of the date first written above.
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