<PAGE>



                                                                    Exhibit 2.1




McGUIREWOODS LLP
Dion W. Hayes (VSB# 34034)
One James Center
901 East Cary Street
Richmond, Virginia 23219
(804) 775-1000

-and-

WILLKIE FARR & GALLAGHER
Marc Abrams
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
Co-Counsel for Debtors and Debtors in Possession


                      IN THE UNITED STATES BANKRUPTCY COURT
                      FOR THE EASTERN DISTRICT OF VIRGINIA
                                RICHMOND DIVISION

                                            )        Chapter 11 Cases
In re:                                      )
                                            )        Case No. 01- 61119 (DHA)
AMF BOWLING WORLDWIDE, INC., et al.,        )
                             -- ---         )
                                            )
Debtors.                                    )        Jointly Administered


                    ORDER CONFIRMING DEBTORS' SECOND AMENDED,
                  SECOND MODIFIED JOINT PLAN OF REORGANIZATION
                     UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
                     ---------------------------------------

<PAGE>






                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                               Page
                                                                                               ----
<S>               <C>                                                                          <C>
FINDINGS........................................................................................3

         A.       Definitions...................................................................3
         B.       Notice of Confirmation Hearing................................................3
         C.       Transmission of Ballots.......................................................4
         D.       Committee Objections..........................................................4
         E.       Good Faith Solicitation.......................................................4
         F.       Ballot Certification (Bankruptcy Rule 3018)...................................4
         G.       Proper Classification (11 U.S.C.ss.ss.1122(a), 1123(a)(1))....................4
         H.       Impaired Classes (11 U.S.C.ss.ss.1123(a)(2)-(3))..............................5
         I.       Treatment of Claims Within Classes (11 U.S.C.ss.1123(a)(4))...................5
         J.       Means for Implementation (11 U.S.C.ss.1123(a)(5)).............................5
         K.       Non-voting Equity Securities (11 U.S.C.ss.1123(a)(6)).........................6
         L.       Board of Directors (11 U.S.C.ss.1123(a)(7))...................................6
         M.       Impairment/Unimpairment (11 U.S.C.ss.1123(b)(1))..............................6
         N.       Additional Plan Provisions (11 U.S.C.ss.1123(b))..............................6
         O.       Compliance with Bankruptcy Code (11 U.S.C.ss.1129(a)(1))......................6
         P.       Compliance with Bankruptcy Rule 3016(a).......................................6
         Q.       Debtors' Compliance with Bankruptcy Code (11 U.S.C.ss.1129(a)(2)).............6
         R.       Plan Proposed in Good Faith (11 U.S.C.ss.ss.1129(a)(3)).......................7
         S.       Payments for Services or Costs and Expenses (11 U.S.C.ss.1129(a)(4))..........7
         T.       DrKW Fee (11 U.S.C.ss.1129(a)(4)).............................................7
         U.       Directors and Officers (11 U.S.C.ss.1129(a)(5)(A))............................7
         V.       Insiders (11 U.S.C.ss.1129(a)(5)(B))..........................................7
         W.       No Rate Changes (11 U.S.C.ss.1129(a)(6))......................................8
         X.       Best Interests of Creditors (11 U.S.C.ss.1129(a)(7))..........................8
         Y.       Acceptance by Certain Classes (11 U.S.C.ss.1129(a)(8))........................8
         Z.       Rejection by Certain Classes..................................................8
         AA.      Treatment of Administrative and Tax Claims (11 U.S.C.ss.1129(a)(9)).......... 9
         BB.      Acceptance by Impaired Classes (11 U.S.C.ss.1129(a)(10))......................9
         CC.      Feasibility (11 U.S.C.ss.1129(a)(11)).........................................9
         DD.      Payment of Fees (11 U.S.C.ss.1129(a)(12)).....................................9
         EE.      Continuation of Retiree Benefits (11 U.S.C.ss.1129(a)(13))...................10
         FF.      AMF Affiliate Claims (11 U.S.C.ss.1129(b))...................................10
         GG.      Fair and Equitable; No Unfair Discrimination (11 U.S.C.ss.1129(b))...........10
         HH.      Fair and Equitable; No Unfair Discrimination (11 U.S.C.ss.1129(b))...........10
         II.      Valuation....................................................................11
         JJ.      Only One Plan (11 U.S.C.ss.1129(c))..........................................11
         KK.      Principal Purpose of the Plan (11 U.S.C.ss.1129(d))..........................11
         LL.      Condition Precedent to Confirmation..........................................11
         MM.      Good Faith Solicitation (11 U.S.C.ss.1125(e))................................11
</TABLE>
                                       i

<PAGE>

<TABLE>

<S>               <C>                                                                          <C>
         NN.      Releases.....................................................................11
         OO.      Modification of Plan (11 U.S.C.ss.1127(a))...................................12
         PP.      Assumption and Rejection.....................................................12
         QQ.      Deemed Consolidation.........................................................12
         RR.      Combination Transactions.....................................................12
         SS.      Plan Supplement and Plan Documents...........................................12
         TT.      Satisfaction of Confirmation Requirements....................................12
         UU.      Retention of Jurisdiction....................................................12
         VV.      Exit Facility................................................................12

DECREES........................................................................................13


    1.       Objections........................................................................13

    2.       Bankruptcy Rule 7052..............................................................14

    3.       Solicitation......................................................................14

    4.       Confirmation......................................................................14

    5.       Treatment of Claims and Equity Interests..........................................14

    6.       Occurrence of the Effective Date..................................................14

             (a)      Board of Directors.......................................................14

             (b)      New Employment Agreement.................................................14

             (c)      New Management Incentive Plan............................................14

             (d)      Combination Transactions.................................................14

             (e)      Deemed Consolidation.....................................................15

             (f)      Exit Facility............................................................15

             (g)      Waiver of Subordination..................................................15

             (h)      Cancellation of Existing Securities and Agreements.......................16

             (i)      Release of Liens.........................................................16

             (j)      Statutory Fees...........................................................16

             (k)      Corporate Action.........................................................16

             (l)      Adoption of Amended Bylaws...............................................17

             (m)      Rejection of Executory Contracts and Unexpired Leases....................17

             (n)      Agreements Affecting Executory Contracts.................................17

             (o)      Assumption of Executory Contracts and Unexpired Leases...................17

             (p)      Cure of Defaults.........................................................17

             (q)      Barred Rejection Claims..................................................18

             (r)      Survival of Corporate Indemnities........................................18
</TABLE>
                                       ii

<PAGE>

<TABLE>

<S>                   <C>                                                                      <C>

             (s)      Vesting of Assets........................................................18

             (t)      Discharge of Claims and Termination of Equity Interests..................18

             (u)      Discharge of Debtors.....................................................18

             (v)      Dissolution of Creditors' Committee......................................19

             (w)      Substantial Consummation.................................................19

             (x)      Derivative Releases......................................................19

             (y)      Third-Party Releases.....................................................19

             (z)      Limitation on Releases...................................................19

             (aa)     Exculpation..............................................................19

             (bb)     Disbursing Agent.........................................................20

             (cc)     Rights and Powers of Disbursing Agent....................................20

             (dd)     Expenses of Disbursing Agent.............................................20

    7.       Date of Distributions.............................................................20

    8.       Date of Distributions to Classes 4 and 6..........................................20

    9.       Issuance of Plan Securities.......................................................21

    10.      Schedule of Assumed Contracts and Leases..........................................21

    11.      Distribution Record Date..........................................................21

    12.      De Minimis Distributions to Classes 4, 5 and 6....................................21

    13.      Delivery of Distributions to Classes 1, 2, 3, 4, 5 and 6..........................22

    14.      Distributions After Allowance.....................................................23

    15.      Satisfaction of Claims............................................................23

    16.      Exemption from Securities Laws....................................................23

    17.      Retention of Causes of Action.....................................................23

    18.      Reservation of Rights.............................................................24

    19.      Initial Disbursing Agent..........................................................24

    20.      Setoff............................................................................24

    21.      Disputed Claims...................................................................24

    22.      Objections to Claims..............................................................25

    23.      Stiller Objection.................................................................25

    24.      Bernal Objections.................................................................26

    25.      Tort Claims.......................................................................26
</TABLE>
                                       iii

<PAGE>


<TABLE>

<S>          <C>                                                                              <C>


    26.      Other Secured Claim Note..........................................................27

    27.      Preservation of Insurance.........................................................27

    28.      No Recourse.......................................................................27

    29.      11 U.S.C.ss.502(j)................................................................28

    30.      Pending Effective Date............................................................28

             (a)      Term of Injunctions or Stays.............................................28

             (b)      Injunction Against Interference With Plan................................28

             (c)      Compromise of Controversies..............................................28

    31.      Injunction........................................................................28

    32.      Actions Necessary to Effectuate Plan..............................................30

    33.      Administrative Expense Claims.....................................................31

    34.      Bar Date for Administrative Expense Claims........................................32

    35.      Exceptions to Bar Date for Administrative Expense Claims..........................32

    36.      Barred Administrative Expense Claims..............................................32

    37.      Priority Tax Claims...............................................................32

    38.      Removal of Liens by DIP Lenders...................................................33

    39.      Letters of Credit.................................................................34

    40.      Fee Claims........................................................................34

    41.      Retention of Jurisdiction.........................................................34

    42.      Plan Modifications................................................................34

    43.      Plan Document Modifications.......................................................34

    44.      Technical Modifications...........................................................35

    45.      Revocation of Plan................................................................35

    46.      Exemption From Certain Transfer Taxes.............................................35

    47.      Retiree Benefits..................................................................36

    48.      Critical Vendor and Other Payments................................................36

    49.      Payments Pursuant to Final Orders.................................................36

    50.      Notice of Entry of this Order.....................................................37

    51.      Ratification of Transactions Prior to Confirmation Date...........................37

    52.      Consummation of Plan..............................................................37

    53.      Conflicts.........................................................................37
</TABLE>

                                       iv

<PAGE>

<TABLE>

<S>          <C>                                                                              <C>

    54.      Reference to Plan.................................................................37

    55.      Exit Facility.....................................................................37

</TABLE>

                                       v

<PAGE>




---
                      IN THE UNITED STATES BANKRUPTCY COURT
                      FOR THE EASTERN DISTRICT OF VIRGINIA
                                RICHMOND DIVISION

                                            )        Chapter 11 Cases
In re:                                      )
                                            )        Case No. 01- 61119 (DHA)
AMF BOWLING WORLDWIDE, INC., et al.,        )
                             -- ---
                                            )
Debtors.                                    )        Jointly Administered

                    ORDER CONFIRMING DEBTORS' SECOND AMENDED
                  SECOND MODIFIED JOINT PLAN OF REORGANIZATION
                     UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

         Upon the Debtors' Second Amended Second Modified Joint Plan of
Reorganization Under Chapter 11 of the Bankruptcy Code, dated January 31, 2002,
as may have been amended and/or modified at or in connection with the hearing on
confirmation thereof (the "Confirmation Hearing") or by this Order (the "Plan"),
which is (i) a further modified version of that certain Debtors' Second Amended
Modified Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code,
which was filed with this Court by the above-captioned debtors and debtors in
possession (together, the "Debtors") on January 15, 2002, (ii) described on the
record of the Confirmation Hearing, and (iii) annexed hereto as Exhibit A; and
upon the related disclosure statement (the "Disclosure Statement"); and (a) upon
the record of the hearing held before this Court on November 8, 2001 where this
Court approved and signed that certain Order (I) Approving the Form and Manner
of Notice of the Disclosure Statement Hearing; (II) Establishing a Record Date;
(III) Approving the Disclosure Statement; (IV) Establishing Notice and Objection
Procedures for Confirmation of the Plan; (V) Approving Solicitation Packages and
Procedures for Distribution; and (VI) Approving Forms of Ballots and
Establishing Procedures for Voting on the Plan (the "Disclosure Statement
Order"); (b) upon the declaration of Shanyna Busto-Kreuz of Bankruptcy Services,
LLC ("BSI"), the Debtors' balloting agent, sworn to on

<PAGE>

January 28, 2002 (the "Ballot Certification") and filed with the Court on
January 28, 2002; (c) upon the hearing held before this Court on January 11,
2002, where this Court signed that certain Order Approving Modifications to
Debtors' Second Amended Joint Plan of Reorganization Under Chapter 11 of the
Bankruptcy Code, Dated November 7, 2001, authorizing the Debtors to modify the
Plan without the need for resolicitation (the "Modification Order"); (d) it
appearing from the affidavits of mailing and publication filed with this Court
and the Ballot Certification that copies of the Disclosure Statement (which
included the version of the Plan prior to being modified pursuant to the
Modification Order), notice of the Confirmation Hearing (as defined below), the
Disclosure Statement Order, ballots for acceptances or rejections of the Plan,
and notices of non-voting status were transmitted to the holders of Claims
against and Equity Interests in the Debtors and other parties in interest as
required by the Disclosure Statement Order, and such transmissions at such time
being due and adequate notice under the circumstances, and that notice of the
Confirmation Hearing was published in the manner and at the time required by the
Disclosure Statement Order; (e) the Disclosure Statement Order having fixed
December 20, 2001 as the deadline for filing of objections to confirmation of
the Plan; and such deadline having been extended as to the Official Committee of
Unsecured Creditors appointed in these cases (the "Committee") pursuant to
Orders of the Court dated December 5, 2001 and January 8, 2002, respectively;
(f) upon the Plan Supplement, filed with this Court by the Debtors on December
18, 2001 (as modified on January 18, 2002 and January 31, 2002); (g) upon the
objections of the Committee, the Internal Revenue Service, the United States
Department of Labor, the Texas State Comptroller, the County of Denton, the City
of Waco, Waco Independent School District, Midland Central Appraisal District,
Arlington Independent School District, Spring Branch Independent School
District, Clear Creek Independent School District, Clear Creek Water Authority,
Spring Independent School District, City of Hurst,

                                        2

<PAGE>


Stafford Municipal School District, Houston Community College, Fort Bend
W.C.I.D. #2, Lubbock Central Appraisal District, Salt Lake County, the lead
plaintiffs in that certain federal securities civil action captioned In re AMF
Bowling Securities Litigation, C.A. #99 Civ. 3023(HB), the Board of County
Commissioners of Johnson County, Kansas, Byer Properties, Charles County,
Maryland, Prince George County, Maryland, G.I. Plastek, Richard Stiller, Bernal
Investment, Inc., Clayton County Tax Commissioner, City of Arlington, Bexar
County, Cypress-Fairbanks ISD, Dallas County, City of DeSoto, Fort Bend County,
Harris County, City of Houston, Humble ISD, McLennan County, Nueces County,
Tarrant County and San Bernardino County (collectively, the "Objections"); (h)
upon the Senior Lenders' Reply Memorandum in Support of Confirmation of Debtors'
Second Amended Modified Joint Plan of Reorganization Under Chapter 11 of the
Bankruptcy Code, dated January 25, 2002; and (i) upon the Debtors' memorandum of
law, dated January 18, 2002, filed in support of confirmation of the Plan (the
"Confirmation Brief"); and a hearing to consider confirmation of the Plan (the
"Confirmation Hearing") having been originally scheduled to occur on January
10-11, 2002, and such hearing having been adjourned on appropriate notice and
held before this Court on February 1, 2002; and upon the full and complete
record of the Confirmation Hearing and all matters and proceedings heretofore
part of the record of these cases; and after due deliberation and sufficient
cause appearing therefor;

                                    FINDINGS
                                    --------

                  IT IS HEREBY FOUND that:

         A.       Definitions. All capitalized terms used but not defined herein
                  -----------
shall have the meanings ascribed to such terms in the Plan.

         B.       Notice of Confirmation Hearing. Notice of the Confirmation
                  ------------------------------
Hearing and the relevant deadlines for submission of objections and ballots, as
prescribed by this Court in the

                                        3

<PAGE>

Disclosure Statement Order, has been provided, as more fully reflected in the
relevant affidavits of publication and service (Docket Nos. 514, 515, 533, 534
and 535), and such notice is adequate and sufficient pursuant to section 1128 of
the Bankruptcy Code, Bankruptcy Rules 2002(b) and 3020(b) and other applicable
law and rules.

         C.       Transmission of Ballots. Ballots were transmitted to holders
                  -----------------------
of Claims in Classes eligible to vote on the Plan in accordance with the
Disclosure Statement Order.

         D.       Committee Objections. The objections of the Committee to the
                  --------------------
confirmation of the Plan, dated December 24, 2001, January 11, 2002 and January
25, 2002, respectively, have been withdrawn.

         E.       Good Faith Solicitation. The Debtors solicited votes for the
                  -----------------------
Plan in good faith and in a manner consistent with the Bankruptcy Code.

         F.       Ballot Certification (Bankruptcy Rule 3018). The Ballot
                  ------------------------------------------
Certification provided by BSI is consistent with Bankruptcy Rule 3018.

         G.       Proper Classification (11 U.S.C. ss.ss. 1122(a), 1123(a)(1)).
                  -----------------------------------------------------------
The classification scheme of Claims and Equity Interests under the Plan is
reasonable. Claims or Equity Interests in each Class are substantially similar
to other Claims or Equity Interests in such Class and the Plan satisfies the
requirements of section 1122(a) of the Bankruptcy Code. Administrative Expense
Claims, Priority Tax Claims and Fee Claims have not been classified and are
excluded from the Classes set forth in the Plan. The Plan establishes the
following Classes and subclasses of Claims and Equity Interests: Class 1A (Other
Secured Claims (Missouri Mortgage)), Class 1B (Other Secured Claims (Hughes
Capital Equipment Lease)), Class 1C (Other Secured Claims (Other)),1 Class 2
(Senior Lender Claims), Class 3 (Priority

--------------------

1        For convenience of identification, the Plan describes the Allowed
         Claims in Class 1 as a single Class. This Class consists of three
         separate subclasses, two of which are based on specific

                                        4

<PAGE>

Non-Tax Claims), Class 4 (Unsecured Claims), Class 5 (Tort Claims), Class 6
(Senior Subordinated Note Claims), Class 7 (Interdebtor Claims), Class 8 (AMF
Affiliate Claims), Class 9 (Equity Interests), Class 10 (Existing Securities Law
Claims) and Class 11 (510(c) Claims). The Plan satisfies the requirements of
section 1123(a)(1) of the Bankruptcy Code.

         H.       Impaired Classes (11 U.S.C. ss.ss. 1123(a)(2)-(3)). The
                  -------------------------------------------------
following classes of Claims or Equity Interests (the "Voting Classes") are
impaired and entitled to vote under the Plan: Subclass 1C (Other Secured Claims
(Other)), Class 2 (Senior Lender Claims), Class 3 (Priority Non-Tax Claims),
Class 4 (Unsecured Claims), Class 5 (Tort Claims), Class 6 (Senior Subordinated
Note Claims) and Class 8 (AMF Affiliate Claims). All other Classes of Claims or
Equity Interests are either unimpaired under the Plan (Subclasses 1A and 1B) or
deemed to reject the Plan by virtue of receiving no Distributions thereunder
(Classes 7, 9, 10 and 11). The treatment of Claims and Equity Interests in
impaired Classes is specified in section 4 of the Plan, and the Plan satisfies
the requirements of sections 1123(a)(2) and 1123(a)(3) of the Bankruptcy Code.

         I.       Treatment of Claims Within Classes (11 U.S.C.ss.1123(a)(4)).
                  ----------------------------------------------------------
The Plan provides for the same treatment for each Claim or Equity Interest of a
particular Class, and the Plan satisfies the requirements of section 1123(a)(4)
of the Bankruptcy Code.

         J.       Means for Implementation (11 U.S.C.ss.1123(a)(5)). The Plan
                  ------------------------------------------------
provides for adequate means for its implementation, and therefore satisfies the
requirements of section 1123(a)(5) of the Bankruptcy Code.


--------------------------------------------------------------------------------

         underlying property securing such Allowed Claims (Classes 1A and 1B)
         and one (Class 1C) that includes multiple subclasses composed of
         holders of Claims secured by mechanics liens, possessory liens or other
         types of security. Each subclass in Class 1 is treated under the Plan
         as a distinct Class for treatment and distribution purposes.

                                        5

<PAGE>

         K.       Non-voting Equity Securities (11 U.S.C.ss.1123(a)(6)). The
                  ----------------------------------------------------
Plan provides for the inclusion in the certificate of incorporation of
Reorganized AMF a provision prohibiting the issuance of nonvoting equity
securities to the extent required by section 1123(a)(6) of the Bankruptcy Code,
and therefore satisfies the requirements of such section.

         L.       Board of Directors (11 U.S.C.ss.1123(a)(7)). The provisions of
                  ------------------------------------------
the Plan with respect to the manner of selection of the directors of Reorganized
AMF are consistent with the interests of creditors and equity security holders
and with public policy, and the Plan satisfies the requirements of section
1123(a)(7) of the Bankruptcy Code.

         M.       Impairment/Unimpairment (11 U.S.C.ss.1123(b)(1)). The Plan
                  -----------------------------------------------
impairs or leaves unimpaired, as the case may be, each Class of Claims or Equity
Interests, and therefore complies with the provisions of section 1123(b)(1) of
the Bankruptcy Code.

         N.       Additional Plan Provisions (11 U.S.C.ss.1123(b)). The Plan's
                  -----------------------------------------------
provisions are appropriate and not inconsistent with applicable provisions of
the Bankruptcy Code.

         O.       Compliance with Bankruptcy Code (11 U.S.C.ss.1129(a)(1)). The
                  -------------------------------------------------------
Plan complies with the applicable provisions of the Bankruptcy Code including,
without limitation, sections 1122 and 1123 of the Bankruptcy Code. Therefore,
the Plan satisfies the requirements of section 1129(a)(1) of the Bankruptcy
Code.

         P.       Compliance with Bankruptcy Rule 3016(a). In addition, in
                  ---------------------------------------
accordance with Bankruptcy Rule 3016(a), the Plan is dated and identified with
the names of the Debtors.

         Q.       Debtors' Compliance with Bankruptcy Code (11
                  --------------------------------------------
U.S.C.ss.1129(a)(2)). The Debtors, as the proponents of the Plan, have complied
-------------------
with the applicable provisions of the Bankruptcy Code including, without
limitation, sections 1125 and 1126 of the Bankruptcy Code, and have therefore
satisfied the requirements of section 1129(a)(2) of the Bankruptcy Code.

                                        6

<PAGE>

         R.       Plan Proposed in Good Faith (11 U.S.C.ss.ss.1129(a)(3)). The
                  ------------------------------------------------------
Plan has been proposed in good faith and not by any means forbidden by law, and
therefore satisfies the requirements of section 1129(a)(3) of the Bankruptcy
Code.

         S.       Payments for Services or Costs and Expenses (11 U.S.C. ss.
                  ----------------------------------------------------------
1129(a)(4)). Any payments made or to be made by the Debtors for services or for
----------
costs and expenses in, or in connection with, the Debtors' chapter 11 cases,
have been approved by, or are subject to the approval of, this Court as
reasonable. Accordingly, the Plan satisfies the requirements of section
1129(a)(4) of the Bankruptcy Code.

         T.       DrKW Fee (11 U.S.C. ss. 1129(a)(4)). The $3 million payment to
                  ----------------------------------
be made by the Debtors to the Senior Lenders on account of the fee payable to
Dresdner Kleinwort Wasserstein was authorized to be paid under the adequate
protection provisions of the DIP Order, dated August 8, 2001, and thus is
further authorized under section 1129(a)(4) of the Bankruptcy Code.

         U.       Directors and Officers (11 U.S.C. ss. 1129(a)(5)(A)). In
                  ---------------------------------------------------
accordance with section 5.8 of the Plan, on January 29, 2002, the Debtors filed
a schedule setting forth the identities of the persons who will be appointed or
who will continue to serve as the directors and officers of the Reorganized
Debtors (as amended on the record of the Confirmation Hearing, the "D&O
Schedule"). Thereafter, on January 30, 2002, the Debtors and the Senior Lenders
agreed to allow Oaktree Capital Management, LLC to designate one director. The
appointment or retention of such parties is consistent with the interests of
creditors and equity security holders and with public policy. Accordingly, the
Plan satisfies the requirements of section 1129(a)(5)(A) of the Bankruptcy Code.

         V.       Insiders (11 U.S.C.ss.1129(a)(5)(B)). Pursuant to section
                  -----------------------------------
1129(a)(5)(B) of the Bankruptcy Code, the Debtors have disclosed in the D&O
Schedule the identity of any

                                        7

<PAGE>

principal insider who will be employed or retained by the Reorganized Debtors
immediately following the Effective Date and the nature of any compensation of
such insider.

         W.       No Rate Changes (11 U.S.C.ss.1129(a)(6)). No governmental
                  ---------------------------------------
regulatory commission has jurisdiction over the rates of the Debtors. Therefore,
the requirements contained in section 1129(a)(6) of the Bankruptcy Code have
been satisfied.

         X.       Best Interests of Creditors (11 U.S.C. ss. 1129(a)(7)). With
                  -----------------------------------------------------
respect to each impaired Class of Claims against or Interests in the Debtors, as
set forth in the Liquidation Analysis annexed as Exhibit E to the Disclosure
Statement, each holder of a Claim or Interest of such Class: (a) has accepted
the Plan; or (b) will receive or retain under the Plan, on account of such Claim
or Interest, property of a value, as of the Effective Date, that is not less
than the amount that such holder would so receive or retain if the Debtors were
liquidated under chapter 7 of the Bankruptcy Code on such date. Accordingly, the
Plan satisfies the requirements of section 1129(a)(7) of the Bankruptcy Code.

         Y.       Acceptance by Certain Classes (11 U.S.C. ss. 1129(a)(8)). As
                  -------------------------------------------------------
evidenced by the Ballot Certification, the Plan has been accepted by certain
subclasses of Class 1C and Classes 2, 3, 4, 5 and 8 in accordance with section
1126 of the Bankruptcy Code and consistent with Bankruptcy Rule 3018 and the
Disclosure Statement Order. Subclasses 1A and 1B are not impaired under the
Plan, and such Classes (and all holders of Claims in such Classes) are
conclusively presumed to have accepted the Plan pursuant to section 1126(f) of
the Bankruptcy Code.

         Z.       Rejection by Certain Classes. The Plan is deemed rejected,
                  ----------------------------
pursuant to section 1126(g) of the Bankruptcy Code, by the members of Classes 7,
9, 10 and 11, who will receive no Distributions on account of their Claims or
Equity Interests. With respect to each Class of Claims or Equity Interests
designated by the Plan, other than certain subclasses of Class

                                        8

<PAGE>

1C and Classes 6, 7, 9, 10 and 11, either: (a) such Class has accepted the Plan;
or (b) such Class is not impaired under the Plan. Accordingly, the requirements
of section 1129(a)(8) of the Bankruptcy Code have been satisfied with respect to
all Claims and Equity Interests other than those in certain subclasses of Class
1C and Classes 6, 7, 9, 10 and 11. The Plan is nevertheless confirmable because,
as described below, the requirements of section 1129(b) of the Bankruptcy Code
are satisfied.

         AA.      Treatment of Administrative and Tax Claims (11 U.S.C. ss.
                  ---------------------------------------------------------
1129(a)(9)). Except to the extent that the holder of an Allowed Claim has agreed
----------
or will agree to a different treatment of such Claim, the Plan provides that
Allowed Administrative Expense Claims, Fee Claims and Priority Tax Claims,
respectively, will be treated in accordance with section 1129(a)(9) of the
Bankruptcy Code.

         BB.      Acceptance by Impaired Classes (11 U.S.C. ss. 1129(a)(10)).
                  ---------------------------------------------------------
The Plan has been accepted by at least one impaired Class of Claims (certain
subclasses of Class 1C and Classes 2, 3, 4, and 5), which acceptance has been
determined without including any acceptance of the Plan by any insider holding a
Claim in such Class. Accordingly, the requirements of section 1129(a)(10) of the
Bankruptcy Code are satisfied with respect to the Plan.

         CC.      Feasibility (11 U.S.C.ss.1129(a)(11)). The Plan is not likely
                  ------------------------------------
to be followed by the liquidation or need for further financial reorganization
of any Debtor or Reorganized Debtor, except as provided in the Plan.
Accordingly, the requirements of section 1129(a)(11) of the Bankruptcy Code are
satisfied with respect to the Plan.

         DD.      Payment of Fees (11 U.S.C.ss.1129(a)(12)). The fees payable
                  ----------------------------------------
under 28 U.S.C.ss. 1930 constitute administrative expenses entitled to priority
under section 507(a)(1) of the Bankruptcy Code, and the treatment of such fees
in the Plan satisfies the requirements of section 1129(a)(12) of the Bankruptcy
Code.

                                        9

<PAGE>

         EE.      Continuation of Retiree Benefits (11 U.S.C. ss. 1129(a)(13)).
                  -----------------------------------------------------------
The Plan provides for the continued payment of any retiree benefits (as defined
in section 1114 of the Bankruptcy Code) after the Effective Date at the level
established pursuant to subsection (e)(1)(B) or (g) of section 1114 of the
Bankruptcy Code, at any time prior to confirmation of the Plan, for the duration
of the period the Debtors have obligated themselves to provide such benefits.

         FF.      AMF Affiliate Claims (11 U.S.C. ss. 1129(b)). Reinstatement of
                  -------------------------------------------
the AMF Affiliate Claims under the Plan is consistent with section 1129(b) of
the Bankruptcy Code because the AMF Affiliate Claims arise from intercompany
transactions and full or partial reinstatement of such Claims preserves and
maximizes the value of the estates. Significant impairment of the AMF Affiliate
Claims may harm the operations of the AMF Affiliates, which in turn may diminish
the enterprise value of the Reorganized Company to the detriment of unsecured
creditors of the estates whose distributions under the Plan are securities.

         GG.      Fair and Equitable; No Unfair Discrimination (11
                  ------------------------------------------------
U.S.C.ss.1129(b)). The requirements of section 1129(b) of the Bankruptcy Code
----------------
are satisfied as to the rejecting subclasses in Class 1C because, pursuant to
the terms of the Other Secured Claim Note, holders of Allowed Claims in such
subclasses shall realize the indubitable equivalent of their Allowed 1C Claims
or because the Plan otherwise will provide treatment to such claimants
consistent with section 1129(b)(2)(A)(i) and (ii) of the Bankruptcy Code.

         HH.      Fair and Equitable; No Unfair Discrimination (11
                  ------------------------------------------------
U.S.C.ss.1129(b)). The requirements of section 1129(b) of the Bankruptcy Code
----------------
are satisfied as to Class 6 because (a) there is no Class of Claims or Equity
Interests junior to such Class retaining or receiving any property under the
Plan, (b) there is no Class of Claims senior to such Class receiving more than

                                       10

<PAGE>

the full value of its senior Claims under the Plan and (c) the Plan is fair and
equitable, and does not discriminate unfairly, with respect to such Class.

         II.      Valuation. Based on the testimony and evidence adduced or
                  ---------
proffered at the Confirmation Hearing and the Confirmation Brief filed with this
Court, the Debtors' Enterprise Value of $665 million for purposes of
implementing the Plan is fair and reasonable.

         JJ.      Only One Plan (11 U.S.C.ss.1129(c)). Other than the Plan
                  ----------------------------------
(including previous versions thereof), no plan has been filed in this case.
Accordingly, the requirements of section 1129(c) of the Bankruptcy Code have
been satisfied.

         KK.      Principal Purpose of the Plan (11 U.S.C. ss. 1129(d)). No
                  ----------------------------------------------------
party in interest that is a governmental unit has requested that the Court not
confirm the Plan on grounds that the principal purpose of the Plan is the
avoidance of taxes or the avoidance of the application of section 5 of the
Securities Act of 1933, and the principal purpose of the Plan is not such
avoidance. Accordingly, the Plan satisfies the requirements of section 1129(d)
of the Bankruptcy Code.

         LL.      Condition Precedent to Confirmation. The condition to
                  -----------------------------------
confirmation contained in section 9 of the Plan has been satisfied.

         MM.      Good Faith Solicitation (11 U.S.C.ss.1125(e)). The Debtors and
                  --------------------------------------------
each of their Representatives have acted in good faith and in compliance with
the applicable provisions of the Bankruptcy Code, pursuant to section 1125(e) of
the Bankruptcy Code, with respect to the administration of the Plan, the
solicitation of acceptances with regard thereto and the securities and other
property to be distributed thereunder.

         NN.      Releases. Each of the Representatives shares an identity of
                  --------
interest with the Debtors and has contributed to the Debtors' reorganization.
The releases, waivers of claims

                                       11

<PAGE>

and related injunctions contained in the Plan and herein with regard to such
parties are essential to such reorganization.

         OO.      Modification of Plan (11 U.S.C.ss.1127(a)). The Plan, as
                  -----------------------------------------
modified pursuant hereto, satisfies the requirements of section 1127(a) of the
Bankruptcy Code and Bankruptcy Rule 3019.

         PP.      Assumption and Rejection. Section 8 of the Plan, which governs
                  ------------------------
the assumption and rejection of executory contracts and unexpired leases, and
the Schedule of Assumed Contracts and Leases, as may be amended or modified,
satisfy the requirements of section 365(b) of the Bankruptcy Code.

         QQ.      Deemed Consolidation. No creditor of any of the Debtors will
                  --------------------
be prejudiced by the deemed consolidation of the Debtors; such deemed
consolidation will benefit all creditors of the Debtors.

         RR.      Combination Transactions. The Combination Transactions set
                  ------------------------
forth in section 5.2 of the Plan and the Plan Supplement are supported by the
Debtors' sound business judgment.

         SS.      Plan Supplement and Plan Documents. The Plan Documents,
                  ----------------------------------
including, but not limited to, those set forth in the Plan Supplement are
necessary and appropriate to implement the Plan.

         TT.      Satisfaction of Confirmation Requirements. The Plan satisfies
                  -----------------------------------------
the requirements for confirmation set forth in section 1129 of the Bankruptcy
Code.

         UU.      Retention of Jurisdiction. This Court may properly retain
                  -------------------------
jurisdiction over the matters set forth in section 12 of the Plan and section
1142 of the Bankruptcy Code.

         VV.      Exit Facility. On November 16, 2001, the Debtors filed that
                  -------------
certain Motion Pursuant to Sections 105 and 363 of the Bankruptcy Code and
Federal Rule of

                                       12

<PAGE>

Bankruptcy Procedure 6004 to Approve Debtors' Execution of Commitment Letter and
Fee Agreement for Exit Financing (the "Exit Commitment Letter Motion") seeking
approval of a Commitment Letter and Fee Agreement (as defined in the Exit
Commitment Letter Motion) with Bankers Trust Company ("BTCo") and Deustche Banc
Alex. Brown Inc. ("DBAB") for exit financing. The binding Commitment Letter
contemplates that the Reorganized Debtors will enter into a credit agreement
(the "Exit Credit Agreement") with BTCo, as administrative agent (the "Exit
Agent"), DBAB, as lead arranger and sole book running manager (the "Exit
Arranger") and the lender parties thereto (the "Exit Lenders"). The Exit Credit
Agreement will provide for the execution and delivery of various notes, letters
of credit, guaranties and agreements granting liens (collectively, the "Exit
Loan Documents"). On November 26, 2001, this Court entered an Order approving
the Exit Commitment Letter Motion and such Order is final. Thereafter, on
December 18, 2001, the Debtors elected to consummate the Third Party Facility as
the Exit Facility and filed that certain Notice of Debtors' Election with
Respect to Exit Facility Pursuant to Section III(B) of the Disclosure Statement
(the "Exit Facility Notice"). As provided in section 1.104 of the Plan, the
Senior Lender Steering Committee has indicated that the terms of the Commitment
Letter are satisfactory to it. The Exit Credit Agreement and the Exit Loan
Documents shall constitute the Exit Facility as defined in the Plan.

                                     DECREES
                                     -------

                  IT IS THEREFORE ORDERED, ADJUDGED AND DECREED THAT:

         1.       Objections. To the extent that any Objections have not been
                  ----------
withdrawn prior to entry of this Order or otherwise resolved as stated on the
record of the Confirmation Hearing, all such Objections are hereby overruled

                                       13

<PAGE>

         2.       Bankruptcy Rule 7052. The findings of this Court set forth
                  --------------------
above and the conclusions of law stated herein shall constitute findings of fact
and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to this
proceeding by Bankruptcy Rule 9014. To the extent any finding of fact shall be
determined to be a conclusion of law, it shall be so deemed, and vice versa.

         3.       Solicitation. The Plan satisfies section 1125 of the
                  ------------
Bankruptcy Code without the need for resolicitation.

         4.       Confirmation. The Plan is hereby confirmed pursuant to section
                  ------------
1129 of the Bankruptcy Code.

         5.       Treatment of Claims and Equity Interests. The treatment of
                  ----------------------------------------
Claims and Equity Interests as provided in the Plan is approved.

         6.       Occurrence of the Effective Date. Upon the Occurrence of the
                  --------------------------------
Effective Date:

                  (a)      Board of Directors. Pursuant to section 5.8 of the
                           ------------------
Plan, all existing directors of WINC shall be deemed to have resigned as
directors and the individuals identified on the D&O Schedule and one individual
designated by Oaktree Capital Management, LLC to be directors of Reorganized AMF
shall become the directors of Reorganized AMF (the "New Board of Directors") and
all existing officers and directors of the Debtors (other than the directors of
WINC) shall continue as in effect immediately prior to the Effective Date until
removed or replaced pursuant to applicable law or in accordance with such
Reorganized Debtors' corporate governance procedures;

                  (b)      New Employment Agreement. Reorganized AMF is
                           ------------------------
authorized to enter into the New Employment Agreement pursuant to section 8.4 of
the Plan;

                  (c)      New Management Incentive Plan. Reorganized AMF is
                           -----------------------------
authorized to adopt and implement the New Management Incentive Plan pursuant to
section 5.5 of the Plan, subject to such amendments or modifications as may be
approved by the New Board of Directors. Reorganized AMF is authorized to issue
all options to purchase shares of New AMF Common Stock, and the shares of New
AMF Common Stock issuable upon the exercise of the options under the New
Management Incentive Plan;

                  (d)      Combination Transactions. Each applicable Debtor and
                           ------------------------
Reorganized Debtor is authorized to take such actions as may be necessary or
appropriate to effect the relevant Combination Transactions pursuant to section
5.2 of the Plan and applicable

                                       14

<PAGE>

state law including, but not limited to, Va. Code ss.13.1-601 et seq., and Del.
Code Ann. tit. 8, ss.ss. 251 and 303, including: (a) the execution and delivery
of appropriate agreements or other documents of merger, consolidation,
dissolution or reorganization containing terms that are consistent with the
terms of the Plan and that satisfy the requirements of applicable law; (b) the
execution and delivery of appropriate instruments of transfer, assignment,
assumption or delegation of any property, right, liability, duty or obligation
on terms consistent with the terms of the Plan; (c) the filing of appropriate
certificates of merger, dissolution or consolidation with the appropriate
governmental authorities under applicable law; and (d) all other actions that
each applicable Debtor or Reorganized Debtor determines are necessary or
appropriate, including the making of filings or recordings in connection with
the relevant Combination Transaction. Each Debtor that is not a Reorganized
Debtor as a result of a Combination Transaction or otherwise shall cease to
exist as a separate entity without any other action being required to effect
such dissolution as of the Effective Date or the date of any such Combination
Transaction (as applicable);

                  (e)      Deemed Consolidation. Pursuant to section 5.1 of the
                           --------------------
Plan, the Debtors shall be deemed consolidated for the following purposes under
the Plan: (i) no distributions shall be made under the Plan on account of the
Interdebtor Claims or any Equity Interest, subject to the right of each Debtor,
other than Holdings and WINC, to cancel or reissue Equity Interests in such
Debtor in accordance with section 4.9 of the Plan, of a Debtor in another
Debtor; (ii) all guarantees by any of the Debtors of the obligations of any
other Debtor or joint and several obligations of the Debtors arising prior to
the Effective Date shall be deemed eliminated so that any Claim against any
Debtor and any guarantee thereof executed by any other Debtor and any joint and
several liability of any of the Debtors shall be deemed to be one obligation of
the deemed consolidated Debtors; and (iii) each and every Claim filed or to be
filed in the Reorganization Case of any of the Debtors shall be deemed filed
against the deemed consolidated Debtors and shall be deemed one Claim against
and, to the extent Allowed, obligation of the deemed consolidated Debtors,
provided, however, that such deemed consolidation shall not (other than for
purposes related to funding distributions under the Plan and as set forth in
section 5.1 of the Plan) affect: (i) the legal and organizational structure of
the Reorganized Debtors; or (ii) the enforceability or existence of any pre- or
post-Commencement Date guarantees, liens, and security interests that are
required to be maintained (a) under applicable law, in connection with executory
contracts or unexpired leases that were entered into during the Reorganization
Cases or that have been or will be assumed, (b) pursuant to the Plan, or (c) in
connection with any financing entered into by the Reorganized Debtors on the
Effective Date; or (iii) distributions out of any insurance policies or proceeds
of policies;

                  (f)      Exit Facility. The Reorganized Debtors are authorized
                           -------------
to enter into, execute and deliver the Exit Facility and the notes thereunder
for the purposes of, among others, funding obligations under the Plan of
Reorganization and providing for working capital requirements;

                  (g)      Waiver of Subordination. Pursuant to section 5.4 of
                           -----------------------
the Plan, all creditors shall be deemed to have waived any and all contractual
subordination rights which they may have with respect to such distribution, and
this Order shall permanently enjoin all holders of Senior Lender Claims from
enforcing or attempting to enforce any such rights with respect to the
distributions under the Plan to the holders of Senior Subordinated Note Claims;

                                       15

<PAGE>

                  (h)      Cancellation of Existing Securities and Agreements.
                           --------------------------------------------------
Except for the purpose of evidencing a right to distributions under the Plan and
except as expressly provided in the Plan, all of the agreements, instruments,
and other documents evidencing the Claims or rights of any holder of a Claim
against the Debtors, including options or warrants to purchase Equity Interests,
any agreement obligating the Debtors to issue, transfer, or sell Equity
Interests or any other capital stock of the Debtors, and the Senior Subordinated
Notes shall be deemed cancelled and of no force or effect;

                  (i)      Release of Liens. Except as otherwise specifically
                           ----------------
provided in or contemplated by the Plan or in any contract, instrument or other
agreement or document created in connection with the Plan, (i) each holder of:
(a) any DIP Lender Claim, Other Secured Claim or Senior Lender Claim; (b) any
Claim that is purportedly secured; and/or (c) any judgment, personal property or
ad valorem tax, mechanics' or similar lien Claim, in each case regardless of
whether such Claim is an Allowed Claim, shall, regardless of whether such Claim
has been scheduled or proof of such Claim has been filed: (y) turn over and
release to the Estates or the Reorganized Debtors, as the case may be, any and
all property of a Debtor or Estate that secures or purportedly secures such
Claim, or such lien and/or Claim shall automatically, and without further action
by the Debtors, the Estates or the Reorganized Debtors, be deemed released; and
(z) execute such documents and instruments as the Disbursing Agent or the
Reorganized Debtors, as the case may be, require to evidence such Claim holder's
release of such property or lien, and if such holder refuses to execute
appropriate documents or instruments, the Debtors, the Estates or the
Reorganized Debtors (as applicable) may, in their discretion, file a copy of
this Order in the appropriate recording office, which shall serve to release any
Claim holder's rights in such property; (ii) all federal, state and local
recording or filing authorities are directed to accept a copy of this Order as
evidence of the release of liens provided for herein, and (iii) all right, title
and interest in such property shall revert or be transferred to the respective
Reorganized Debtors or the Disbursing Agent, as applicable, free and clear of
all Claims and Equity Interests, including, without limitation, liens, escrows,
charges, pledges, encumbrances and/or security interests of any kind;

                  (j)      Statutory Fees. Reorganized AMF shall pay all fees
                           --------------
incurred pursuant to 28 U.S.C. ss. 1930(a)(6) and file with this Court and serve
on the United States Trustee monthly financial reports until such time as a
final decree is entered closing these Reorganization Cases or the Reorganization
Cases are converted or dismissed, or this Court orders otherwise;

                  (k)      Corporate Action. Reorganized AMF shall file the
                           ----------------
Amended Certificate of Incorporation and an amended certificate of incorporation
or other appropriate organization documents for each of the Reorganized Debtors
(other than Reorganized AMF) with the applicable Secretary of State. Such
amended certificates of incorporation shall prohibit the issuance of nonvoting
equity securities, as required by sections 1123(a) and (b) of the Bankruptcy
Code, subject to further amendment as permitted by applicable law. In addition,
all state and local filing, recording and other officers and departments shall
accept this order as conclusive authority for the Reorganized Debtors to
implement and effect the Combination Transactions and any corporate dissolution
or reorganization resulting therefrom or relating thereto;

                                       16

<PAGE>

                  (l)      Adoption of Amended Bylaws. The Amended Bylaws shall
                           --------------------------
be deemed adopted by the Board of Directors of Reorganized AMF;

                  (m)      Rejection of Executory Contracts and Unexpired
                           ----------------------------------------------
Leases. All executory contracts and unexpired leases to which any of the Debtors
------
are a party are hereby rejected, except for any executory contracts or unexpired
leases that (i) have been assumed or rejected pursuant to a Final Order of this
Court, (ii) are designated, specifically or by category, as a contract or lease
to be assumed on the Schedule of Assumed Contracts and Leases contained in the
Plan Supplement, as such Schedule of Assumed Contracts and Leases may be amended
from time to time whether prior to or after the Effective Date to include
additional contracts, leases and agreements or exclude previously listed
contracts, leases and agreements, or (iii) are the subject of a separate motion
to assume or reject filed under section 365 of the Bankruptcy Code by the
Debtors filed prior to the Effective Date;

                  (n)      Agreements Affecting Executory Contracts. Each
                           ----------------------------------------
executory contract and unexpired lease that relates to the use or occupancy of
real property, whether (i) listed on the Schedule of Assumed Contracts and
Leases, (ii) previously assumed or rejected pursuant to Final Order of this
Court, or (iii) rejected pursuant to the Plan, shall include (a) modifications,
amendments, supplements, restatements, or other agreements made directly or
indirectly by any agreement, instrument, or other document that in any manner
affects such executory contract or unexpired lease, and (b) executory contracts
or unexpired leases appurtenant to the premises, excluding any non-competition
and like agreements but including all easements, licenses, permits, rights,
privileges, immunities, options, rights of first refusal, powers, uses,
usufructs, reciprocal easement agreements, vault, tunnel or bridge agreements or
franchises, and any other interests in real estate or rights in rem relating to
such premises to the extent any of the foregoing are executory contracts or
unexpired leases, unless any of the foregoing agreements are otherwise
specifically assumed or rejected;

                  (o)      Assumption of Executory Contracts and Unexpired
                           -----------------------------------------------
Leases. Subject to section 8.2 of the Plan, the executory contracts and
------
unexpired leases on the Schedule of Assumed Contracts and Leases shall be
assumed by the respective Debtors as indicated on such Schedule. The Debtors
shall have the right to cause any assumed executory contract or unexpired lease
to vest in the Reorganized Debtor designated for such purpose by the Debtors;

                  (p)      Cure of Defaults. Except to the extent that different
                           ----------------
treatment has been agreed to by the non-debtor party or parties to any executory
contract or unexpired lease to be assumed pursuant to the Schedule of Assumed
Contracts and Leases, the Debtors shall, pursuant to the provisions of sections
1123(a)(5)(G) and 1123(b)(2) of the Bankruptcy Code and consistent with the
requirements of section 365 of the Bankruptcy Code, within thirty (30) days
after the Effective Date, file and serve on parties to executory contracts or
unexpired leases to be assumed and other parties in interest a pleading with
this Court listing the cure amounts of all executory contracts or unexpired
leases to be assumed. The parties to such executory contracts or unexpired
leases to be assumed by the Reorganized Debtors shall have fifteen (15) days
from the date of service to object to the cure amounts listed by the Debtors. If
an objection is filed with respect to an executory contract or unexpired lease,
this Court shall hold a hearing to determine the amount of the disputed cure
amount. Notwithstanding the foregoing, at all times through the date that is
five (5) Business Days after this Court enters an order resolving and

                                       17

<PAGE>

fixing the amount of a disputed cure amount, the Debtors or Reorganized Debtors,
as appropriate, shall have the right to reject such executory contract or
unexpired lease;

                  (q)      Barred Rejection Claims. In the event that the
                           -----------------------
rejection of an executory contract or unexpired lease by any of the Debtors
pursuant to the Plan results in damages to the other party or parties to such
contract or lease, a Claim for such damages shall be forever barred and shall
not be enforceable against the Debtors, or their respective properties or
interests in property as agents, successors, or assigns, unless a proof of claim
has been filed with this Court and served upon counsel for the Debtors on or
before the Bar Date;

                  (r)      Survival of Corporate Indemnities. No obligation of
                           ---------------------------------
one or more of the Debtors, pursuant to their corporate charters and bylaws or
agreements entered into any time prior to the Commencement Date, to indemnify a
Representative with respect to all present and future actions, suits, and
proceedings against a Debtor or a Representative, based upon any act or omission
for or on behalf of a Debtor shall be discharged or impaired by confirmation or
consummation of the Plan. Such obligations shall be deemed and treated as
executory contracts to be assumed by the respective Debtor pursuant to the Plan,
and shall continue as obligations of the respective Reorganized Debtor;

                  (s)      Vesting of Assets. Pursuant to sections 1141(b) and
                           -----------------
(c) of the Bankruptcy Code, except for leases and executory contracts that have
not yet been assumed or rejected (which leases and contracts shall be deemed
vested when and if assumed), all property of the Estates shall vest in one or
more of the Reorganized Debtors free and clear of all Claims, liens,
encumbrances, charges, and other interests, except as provided under the Plan.
Except as may otherwise be ordered by this Court, the Debtors shall have the
right to cause any property of any Estate to vest in the Reorganized Debtor
designated for such purpose by the Debtors. The Reorganized Debtors may operate
their businesses and may use, acquire, and dispose of property free of any
restrictions of the Bankruptcy Code or the Bankruptcy Rules and in all respects
as if there were no pending cases under any chapter or provision of the
Bankruptcy Code, except as provided under the Plan;

                  (t)      Discharge of Claims and Termination of Equity
                           ---------------------------------------------
Interests. Except as otherwise provided herein or in the Plan, the rights
---------
afforded in the Plan and the payments and distributions to be made thereunder
shall discharge all existing debts and Claims, and terminate all Equity
Interests of any kind, nature, or description whatsoever against or in the
Debtors or any of their assets or properties to the fullest extent permitted by
section 1141 of the Bankruptcy Code. Except as otherwise provided herein or in
the Plan, all existing Claims against the Debtors and Equity Interests in the
Debtors, shall be, and shall be deemed to be, discharged and terminated, and all
holders of Claims and Equity Interests shall be precluded and enjoined from
asserting against the Reorganized Debtors, or any of their assets or properties,
any other or further Claim or Equity Interest based upon any act or omission,
transaction, or other activity of any kind or nature that occurred prior to the
Effective Date, whether or not such holder has filed a proof of claim or proof
of equity interest;

                  (u)      Discharge of Debtors. In consideration of the
                           --------------------
distributions to be made under the Plan, except as otherwise provided therein,
each holder (as well as any trustees and agents on behalf of each holder) of a
Claim or Equity Interest and any affiliate of such holder shall be deemed to
have forever waived, released, and discharged the Debtors, to the fullest

                                       18

<PAGE>

extent permitted by section 1141 of the Bankruptcy Code, of and from any and all
Claims, Equity Interests, rights, and liabilities that arose prior to the
Effective Date. All such persons shall be forever precluded and enjoined,
pursuant to sections 105, 524, 1141 of the Bankruptcy Code, from prosecuting or
asserting any such discharged Claim against or terminated Equity Interest in the
Debtors or Reorganized Debtors;

                  (v)      Dissolution of Creditors' Committee. The Creditors'
                           -----------------------------------
Committee shall dissolve;

                  (w)      Substantial Consummation. The Plan shall be deemed to
                           ------------------------
be substantially consummated pursuant to section 1101 of the Bankruptcy Code;

                  (x)      Derivative Releases. Each Debtor, Reorganized Debtor
                           -------------------
and Estate, or any person or entity purporting to act on behalf of such
entities, hereby waives, releases and discharges its Representatives from any
Claim arising from the beginning of time through the Confirmation Date related
to his or her acts or omissions to act (including, but not limited to, any
Claims arising out of any alleged fiduciary or other duty);

                  (y)      Third-Party Releases. To the full extent permitted by
                           --------------------
applicable law, each holder of a Claim (whether or not Allowed) against or
Equity Interest in a Debtor shall be enjoined from commencing or continuing any
action, employment of process or act to collect, offset or recover and shall be
deemed to release any Claim against a Representative arising from the beginning
of time through the Confirmation Date related to such Representative's acts or
omissions to act (including, but not limited to, any claims arising out of any
alleged fiduciary or other duty);

                  (z)      Limitation on Releases. Notwithstanding any language
                           ----------------------
to the contrary in the Plan, no provision in the Plan shall release: (i) any
non-Debtor, including any Representative, from (a) liability to the U.S.
Department of Labor under the Employee Retirement Income Security Act of 1974,
as amended, 29 U.S.C. Section 1001 et seq. ("ERISA"), in connection with any
ERISA-qualified plans administered by any of the Debtors or for the benefit of
the Debtors' employees and (b) any liability to the U.S. Department of Labor for
civil or criminal action in connection with any ERISA-qualified plans
administered by any of the Debtors or for the benefit of the Debtors' employees;
(ii) any non-Debtor, including any Representative, from (a) liability to the
Internal Revenue Service for the Trust Fund Recovery Penalty (100 percent
penalty) pursuant to section 6672 of the Internal Revenue Code that may be due
in connection with any tax liabilities of the Debtors and (b) any civil or
criminal action in connection with the foregoing penalty, to the extent it
exists as a matter of law; and (iii) officers, directors, controlling
shareholders and representatives of BINC from claims, including, but not limited
to, claims against them relating to that certain consolidated class action
captioned In re: AMF Bowling Securities Litigation, C.A. No. 99 Civ. 3023 (HB),
          ----------------------------------------
in their capacities as officers, directors, controlling shareholders and
representatives of BINC;

                  (aa)     Exculpation. Except with respect to obligations under
                           -----------
the Plan, the Plan Documents, the Senior Lender Agreements and/or the Exit
Facility, neither the Debtors, the Disbursing Agent, the Senior Lender Steering
Committee, the Creditors' Committee, the Exit Agent, the Exit Arranger, the Exit
Lenders, nor any of their respective members, officers, directors, employees,
agents, or professionals, solely in their capacity as such, shall have or incur

                                       19

<PAGE>

any liability to any holder of any Claim or Equity Interest for any act or
omission in connection with, or arising out of, the Reorganization Cases, the
confirmation of the Plan of Reorganization, the consummation of the Plan of
Reorganization, or the administration of the Plan of Reorganization or property
to be distributed pursuant to the Plan of Reorganization, except for willful
misconduct, recklessness or gross negligence;

                  (bb)     Disbursing Agent. All distributions under the Plan
                           ----------------
initially shall be made by the Disbursing Agent as provided in the Plan. The
Disbursing Agent shall not be required to give any bond or surety or other
security for the performance of its duties. The Disbursing Agent shall not be
obligated to physically segregate and maintain separate accounts for reserves.
Reserves may be merely bookkeeping entries or accounting methodologies, which
may be revised from time to time, to enable the Disbursing Agent to determine:
(i) available Unsecured Securities; (ii) reserves; and (iii) amounts to be paid
to parties in interest;

                  (cc)     Rights and Powers of Disbursing Agent. The Disbursing
                           -------------------------------------
Agent shall be empowered to (i) effect all actions and execute all agreements,
instruments, and other documents necessary to perform its duties under the Plan,
(ii) make all distributions contemplated thereby, (iii) employ professionals to
represent it with respect to its responsibilities, and (iv) exercise such other
powers as may be vested in the Disbursing Agent by order of this Court, pursuant
to the Plan, or as deemed by the Disbursing Agent to be necessary and proper;
and

                  (dd)     Expenses of Disbursing Agent. The amount of any
                           ----------------------------
reasonable fees and expenses incurred by the Disbursing Agent on or after the
Effective Date (including, without limitation, taxes) and any reasonable
compensation and expense reimbursement claims (including, without limitation,
reasonable attorney and other professional fees and expenses) made by the
Disbursing Agent shall be paid in Cash by the Reorganized Debtors.

         7.       Date of Distributions. Unless otherwise provided in the Plan,
                  ---------------------
any distributions and deliveries to be made under the Plan shall be made on the
Effective Date or as soon thereafter as is practicable. In the event that any
payment or act under the Plan is required to be made or performed on a date that
is not a Business Day, then the making of such payment or the performance of
such act may be completed on or as soon as reasonably practicable after the next
succeeding Business Day, but shall be deemed to have been completed as of the
required date.

         8.       Date of Distributions to Classes 4 and 6. Notwithstanding
                  ----------------------------------------
anything in the Plan to the contrary, pursuant to section 6.4(b) of the Plan, on
the Initial Distribution Date, the

                                       20

<PAGE>

Disbursing Agent shall distribute the Unsecured Securities allocable to Allowed
Claims held by members of Classes 4 and 6.

         9.       Issuance of Plan Securities. Reorganized AMF is authorized to
                  ---------------------------
issue the Plan Securities in accordance with sections 6.4 and 6.5 of the Plan,
and to issue the New AMF Common Stock issuable upon the exercise of the New
Warrants, without the need for any further corporate action.

         10.      Schedule of Assumed Contracts and Leases. The Schedule of
                  ----------------------------------------
Assumed Contracts and Leases, which designates executory contracts and unexpired
leases specifically or by category, as such Schedule of Assumed Contracts and
Leases may be amended from time to time whether prior to or after the Effective
Date to include additional contracts, leases and agreements or to exclude
previously listed contracts, leases or agreements, is hereby approved.

         11.      Distribution Record Date. As of the close of business on the
                  ------------------------
Confirmation Date, the various transfer and claims registers for each of the
Classes of Claims or Equity Interests as maintained by the Debtors, their
respective agents, or the Indenture Trustees shall be deemed closed, and there
shall be no further changes in the record holders of any of the Claims or Equity
Interests. The Debtors shall have no obligation to recognize any transfer of the
Claims or Equity Interests occurring after the close of business on the
Confirmation Date. The Debtors and the Indenture Trustees shall be entitled to
recognize and deal for all purposes hereunder only with those record holders
stated on the transfer ledgers as of the close of business on the Confirmation
Date, to the extent applicable.

         12.      De Minimis Distributions to Classes 4, 5 and 6. Neither the
                  ----------------------------------------------
Debtors, the Reorganized Debtors nor the Disbursing Agent shall have any
obligation to make a distribution to a holder of an Allowed Claim in Class 4, 5
or 6 if such distribution otherwise would be less than one New Series A Warrant,
one New Series B Warrant or one share of New AMF Common

                                       21

<PAGE>

Stock. The Debtors and the Reorganized Debtors may, in their sole discretion,
distribute to such holder such other equivalent consideration as may be directed
by this Court and consented to by the Senior Lender Steering Committee.

         13.      Delivery of Distributions to Classes 1, 2, 3, 4, 5 and 6.
                  --------------------------------------------------------
Subject to Bankruptcy Rule 9010, unless otherwise provided under the Plan, all
distributions to any holder of an Allowed Claim other than a holder of an
Allowed Senior Lender Claim, shall be made at the address of such holder as set
forth on the Schedules filed with this Court or on the books and records of the
Debtors or their agents, unless the Debtors have been notified, in advance, in
writing of a change of address, including, without limitation, by the filing of
a proof of claim or interest by such holder that contains an address for such
holder different from the address reflected on such Schedules for such holder.
All Cash distributions with respect to Allowed Senior Lender Claims shall be
made via wire transfer to Citibank, as administrative agent under the Senior
Lender Agreements. In the event that any distribution to any holder is returned
as undeliverable, no distribution to such holder shall be made unless and until
the Disbursing Agent has been notified of the then current address of such
holder, at which time or as soon as reasonably practicable thereafter such
distribution shall be made to such holder without interest; provided, that, such
distributions shall be deemed unclaimed property under section 347(b) of the
Bankruptcy Code at the expiration of one year from the later of (i) the
Effective Date and (ii) the date such holder's Claim is Allowed. After such
date, all unclaimed property or interest in property shall revert to Reorganized
AMF, and the Claim of any other holder to such property or interest in property
shall be discharged and forever barred. The Reorganized Debtors and the
Disbursing Agent shall have no obligation to attempt to locate any holder of an
Allowed Claim other than by reviewing their books and records (including any
proofs of claim filed against the Debtors).

                                       22

<PAGE>

         14.      Distributions After Allowance. After such time as a Disputed
                  -----------------------------
Claim (other than a Tort Claim) becomes, in whole or in part, an Allowed Claim,
the Disbursing Agent shall distribute to the holder thereof the distributions,
if any, to which such holder is then entitled under the Plan in accordance with
the provisions thereof. In respect of Disputed Claims (other than Tort Claims)
such distributions shall be made prior to or on the Final Distribution Date. The
Disbursing Agent shall have the right to determine, in its reasonable, sole
discretion, the timing of the distributions required to be made pursuant to
section 6.4(c) of the Plan.

         15.      Satisfaction of Claims. Unless otherwise provided under the
                  ----------------------
Plan, any distributions and deliveries to be made on account of Allowed Claims
under the Plan shall be in complete settlement, satisfaction and discharge of
such Allowed Claims.

         16.      Exemption from Securities Laws. The issuance of the Plan
                  ------------------------------
Securities pursuant to the Plan shall be exempt from any securities laws
registration requirements to the fullest extent permitted by section 1145 of the
Bankruptcy Code.

         17.      Retention of Causes of Action. Except as specifically provided
                  -----------------------------
under the Plan, nothing contained herein or in the Plan shall be deemed to be a
waiver or the relinquishment of any rights, Claims, or causes of action that the
Debtors or the Reorganized Debtors may have or which the Reorganized Debtors may
choose to assert on behalf of the Estates in accordance with any provision of
the Bankruptcy Code or any applicable nonbankruptcy law, including, without
limitation (i) any and all Claims against any person or entity, to the extent
such person or entity asserts a crossclaim, counterclaim, and/or Claim for
setoff which seeks affirmative relief against the Debtors, the Reorganized
Debtors, their officers, directors, or representatives, (ii) the avoidance of
any transfer by or obligation of the Estates or the Debtors or the recovery of
the value of such transfer, or (iii) the turnover of any property of the
Estates.

                                       23

<PAGE>

         18.      Reservation of Rights. Nothing contained herein or in the Plan
                  ---------------------
shall be deemed to be a waiver or relinquishment of any claim, cause of action,
right of setoff, or other legal or equitable defense that the Debtors had
immediately prior to the Commencement Date, against or with respect to any Claim
left unimpaired by the Plan pursuant to sections 4.1 (a) or (b) thereof. The
Reorganized Debtors shall have, retain, reserve, and be entitled to assert all
such claims, causes of action, rights of setoff, or other legal or equitable
defenses which they or any of them had immediately prior to the Commencement
Date fully as if the Reorganization Cases had not been commenced, and all legal
and/or equitable rights of any Reorganized Debtor respecting any Claim left
unimpaired by the Plan of Reorganization may be asserted after the Confirmation
Date to the same extent as if the Reorganization Cases had not been commenced.

         19.      Initial Disbursing Agent. The Debtors are hereby authorized to
                  ------------------------
retain a Disbursing Agent on terms reasonably satisfactory to the Debtors
without seeking further Court approval.

         20.      Setoff. Except with respect to the Senior Lender Claims, the
                  ------
Debtors and the Reorganized Debtors may, but shall not be required to, set off
against any Claim (for purposes of determining the allowed amount of such Claim
on which distribution shall be made), including any Claim of an AMF Affiliate,
any claims of any nature whatsoever that any of the Debtors, the Estates or the
Reorganized Debtors may have against the holder of such Claim, but neither the
failure to do so nor the allowance of any Claim hereunder shall constitute a
waiver or release by the Debtors or Reorganized Debtors of any such Claim any of
the Debtors, the Estates, or the Reorganized Debtors may have against the holder
of such Claim.

         21.      Disputed Claims. If any portion of a Claim (other than a Fee
                  ---------------
Claim) is a Disputed Claim, no payment or distribution provided hereunder shall
be made on account of such Claim unless and until such Disputed Claim becomes an
Allowed Claim.

                                       24

<PAGE>

         22.      Objections to Claims. Other than with respect to Fee Claims,
                  --------------------
only the Reorganized Debtors shall be entitled to object to Claims. Any
objections to such Claims shall be served and filed on or before the later of:
(i) one hundred twenty (120) days after the Effective Date; (ii) thirty (30)
days after a request for payment or proof of Claim is timely filed and properly
served upon the Debtors; or (iii) such other date as may be fixed by this Court,
whether fixed before or after the date specified in clause (i) hereof.
Notwithstanding any authority to the contrary, an objection to a Claim shall be
deemed properly served on the claimant if the Debtors or the Reorganized Debtors
effect service in any of the following manners: (a) in accordance with Federal
Rule of Civil Procedure 4, as modified and made applicable by Bankruptcy Rule
7004; (b) to the extent counsel for a claimant is unknown, by first class mail,
postage prepaid, on the signatory on the proof of claim or other representative
identified in the proof of claim or any attachment thereto; or (c) by first
class mail, postage prepaid, on any counsel that has appeared on the claimant's
behalf in the Reorganization Cases unless such counsel has withdrawn its notice
of appearance.

         23.      Stiller Objection. With the exception of the relief provided
                  -----------------
for herein under section 1146 of the Bankruptcy Code, the entry of this Order
confirming the Plan is without prejudice to, and shall have no effect upon, all
pending objections and motions filed herein by Richard Stiller (as those
objections and motions presently are and as they may be amended by leave of
court to the extent such leave is necessary and if such leave is thereafter
granted by the court) relating to the Debtors' Facility at Connecticut Avenue,
Norwalk, Connecticut 06854, and the related lease and sublease, and, in
particular, without prejudice to, or effect upon, the rights of and/or relief
being sought by Richard Stiller and the alleged obligations of the Debtors as
asserted in Stiller's pending objection to the Plan and his pending Motion to
Compel Assumption of Executory Contract (as that objection and that motion
presently are and

                                       25

<PAGE>

as they may be amended by leave of court to the extent such leave is necessary
and if such leave is thereafter granted by the court). Mr. Stiller's Objection
to the Plan is therefore hereby deemed withdrawn.

         24.      Bernal Objections. Further, Section 11.4 of the Plan and para.
                  -----------------
31 of this Order are without prejudice to and inapplicable to the relief being
sought by Bernal Investment, Inc. ("Bernal") in its Motion for Relief From the
Automatic Stay and Memorandum in Support Thereof (the "Motion for Relief") which
is currently pending before this Court; provided however, if the relief being
sought by Bernal in the Motion for Relief is denied by final determination of
this Court (including any appeals), and no further Order issues regarding the
determination or disposition of the matters raised by Bernal in said Motion,
then section 11.4 of the Plan and para. 31 of this Order shall apply to Bernal.
Additionally, pending the final determination of the claims for relief being
sought by Bernal in or through the Motion for Relief (including, without
limitation, any subsequent authorized proceedings), and/or further Order of this
Court, as to any and all payments the Debtors receive after the date of
submission of this proposed Order, in connection with the partnership described
in the Motion for Relief (including, without limitation, payments of principal
or interest under the promissory note attached to the Motion for Relief as
Exhibit D), the Debtors shall not assert that any such payments are lost, or
have been commingled with other funds, or are otherwise unavailable to be paid
to Bernal in satisfaction of any claims asserted by Bernal in or through the
Motion for Relief (including, without limitation, any subsequent authorized
proceedings). Based upon the foregoing, Bernal's Objection to the Plan is deemed
withdrawn.

         25.      Tort Claims. Any Tort Claim as to which a proof of claim was
                  -----------
timely filed in the Reorganization Cases shall be determined and liquidated in
accordance with any applicable ADR Procedures. Any Tort Claim determined and
liquidated pursuant to (i) the ADR Procedures, (ii) an Order of this Court, or
(iii) applicable nonbankruptcy law, which

                                       26

<PAGE>

determination shall no longer be appealable or subject to review, shall be
deemed, to the extent applicable and subject to any provision in the ADR
Procedures to the contrary, an Allowed Claim in Class 5 in such liquidated
amount and satisfied from the Tort Claims Reserve in accordance with the Plan
(provided, that, to the extent a Tort Claim is an Allowed Insured Claim, such
Allowed Claim shall be paid from the insurance proceeds available to satisfy
such liquidated amount). Nothing contained in section 7.2 of the Plan shall
constitute or be deemed a waiver of any Claim, right, or cause of action that
the Debtors may have against any person in connection with or arising out of any
Tort Claim, including, without limitation, any rights under section 157(b) of
title 28 of the United States Code.

         26.      Other Secured Claim Note. Any Other Secured Claim Note
                  ------------------------
distributed pursuant to section 4.1(c) of the Plan shall be a secured promissory
note which shall provide for amortization over a period not to exceed six (6)
years on a straight line basis, in quarterly installments bearing interest at
the rate mutually agreed upon by the applicable Reorganized Debtor and Class 1C
claimant or as required by applicable law as determined by the Bankruptcy Court
at or subsequent to the Confirmation Hearing.

         27.      Preservation of Insurance. The discharge and release of the
                  -------------------------
Debtors as provided under the Plan shall not diminish or impair the
enforceability of any insurance policies that may cover Claims against any
Debtor or other Person.

         28.      No Recourse. Notwithstanding that the allowed amount of any
                  -----------
particular Disputed Claim is reconsidered under the applicable provisions of the
Bankruptcy Code and Bankruptcy Rules or is allowed in an amount for which after
application of the payment priorities established by the Plan there is
insufficient value to provide a recovery equal to that received by other holders
of Allowed Claims in the respective Class, no Claim holder shall have recourse
against the Disbursing Agent, the Debtors, the Creditors' Committee, the Senior

                                       27

<PAGE>

Lenders, the Reorganized Debtors, or any of their respective professional
consultants, attorneys, advisors, officers, directors or members or their
successors or assigns, or any of their respective property.

         29.      11 U.S.C.ss.502(j). Nothing in the Plan shall modify any
                  ------------------
right of a holder of a Claim under section 502(j) of the Bankruptcy Code.

         30.      Pending Effective Date. As of the Confirmation Date, but
                  ----------------------
subject to the occurrence of the Effective Date:

                  (a)      Term of Injunctions or Stays. Unless otherwise
                           ----------------------------
provided under the Plan, all injunctions or stays arising prior to the
Confirmation Date in accordance with section 105 or 362 of the Bankruptcy Code,
or otherwise, and in existence on the Confirmation Date, shall remain in full
force and effect until the Effective Date, except that nothing herein shall bar
the filing, prior to the Effective Date, of financing statements or the taking
of such other actions to record the liens that will secure the Exit Facility on
the Effective Date;

                  (b)      Injunction Against Interference With Plan. All
                           -----------------------------------------
holders of Claims and Equity Interests and other parties in interest, along with
their respective present or former affiliates, employees, agents, officers,
directors, or principals, shall be enjoined from taking any actions to interfere
with the implementation or consummation of the Plan of Reorganization; and

                  (c)      Compromise of Controversies. Pursuant to Bankruptcy
                           ---------------------------
Rule 9019, and in consideration for the classification, distribution and other
benefits provided under the Plan, the provisions of the Plan shall constitute a
good faith compromise and settlement of all Claims and controversies resolved
pursuant to the Plan, including, without limitation, all Claims arising prior to
the Commencement Date, whether known or unknown, foreseen or unforeseen,
asserted or unasserted, arising out of, relating to or in connection with the
business or affairs of or transactions with the Debtors including, all
objections raised by the Committee in its objections dated December 24, 2001,
January 11, 2002 and January 25, 2002, respectively. The entry of this Order
shall constitute this Court's approval of each of the foregoing compromises or
settlements, and all other compromises and settlements provided for in the Plan
of Reorganization, and this Court's findings shall constitute its determination
that such compromises and settlements are in the best interests of the Debtors,
the Estates, creditors and other parties in interest, and are fair, equitable
and within the range of reasonableness.

         31.      Injunction. Except as otherwise provided herein or under the
                  ----------
Plan, all Persons who have held, hold or may hold Claims against or Equity
Interests in any of the Debtors or the Estates are, with respect to any such
Claims or Interests, permanently enjoined from and after the Confirmation Date
from: (i) commencing, conducting or continuing in any

                                       28

<PAGE>

manner, directly or indirectly, any suit, action or other proceeding of any kind
(including, without limitation, any proceeding in a judicial, arbitral,
administrative or other forum) against or affecting the Debtors, the Estates or
the Reorganized Debtors or any of their property, or any direct or indirect
transferee of any property of, or direct or indirect successor in interest to,
any of the foregoing Persons, or any property of any such transferee or
successor; (ii) enforcing, levying, attaching (including, without limitation,
any pre-judgment attachment), collecting or otherwise recovering by any manner
or means, whether directly or indirectly, of any judgment, award, decree or
order against the Debtors, the Estates or the Reorganized Debtors or any of
their property, or any direct or indirect transferee of any property of, or
direct or indirect successor in interest to, any of the foregoing Persons, or
any property of any such transferee or successor; (iii) creating, perfecting or
otherwise enforcing in any manner, directly or indirectly, any encumbrance of
any kind against the Debtors, the Estates or the Reorganized Debtors or any of
their property, or any direct or indirect transferee of any property of, or
successor in interest to, any of the foregoing Persons; (iv) asserting any right
of setoff, subrogation, or recoupment of any kind, directly or indirectly,
against any obligation due the Debtors, the Estates or the Reorganized Debtors,
any of their property, or any direct or indirect transferee of any property of,
or successor in interest to, any of the foregoing Persons; and (v) acting or
proceeding in any manner, in any place whatsoever, that does not conform to or
comply with the provisions of the Plan to the full extent permitted by
applicable law. Nothing in this Order or the Plan should be construed to
preclude a governmental unit, from pursuing any regulatory or police action
against any Debtor, Reorganized Debtor, or any other party to the extent not
prohibited by the automatic stay of section 362 of the Bankruptcy Code or
discharged or enjoined pursuant to sections 524 or 1141(d) of the Bankruptcy
Code or other applicable law, including, but not limited to, (i) the right of
the U.S. Department of Labor to pursue (a) claims against any non-Debtor under
the

                                       29

<PAGE>

Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. Section
1001 et seq. ("ERISA"), in connection with any ERISA-qualified plans
administered by any of the Debtors or for the benefit of the Debtors' employees
and (b) any civil or criminal action against any non-Debtor, including any
Representative, in connection with any ERISA-qualified plans administered by any
of the Debtors or for the benefit of the Debtors' employees; and (ii) the right
of the Internal Revenue Service to pursue claims against any non-Debtor,
including any Representative, relating to (a) liability to the Internal Revenue
Service for the Trust Fund Recovery Penalty (100 percent penalty) pursuant to
section 6672 of the Internal Revenue Code that may be due in connection with any
tax liabilities of the Debtors and (b) any civil or criminal action in
connection with the foregoing penalty, to the extent it exists as a matter of
law. Moreover, nothing in this Order or the Plan shall preclude the right of the
plaintiffs in that certain consolidated class action captioned In re: AMF
                                                               ----------
Bowling Securities Litigation, C.A. No. 99 Civ. 3023 (HB), to pursue officers,
-----------------------------
directors, controlling shareholders and representatives of BINC in respect of
claims relating to such class action, in their capacities as officers,
directors, controlling shareholders and representatives of BINC.

         32.      Actions Necessary to Effectuate Plan. Each Debtor and
                  ------------------------------------
Reorganized Debtor shall be authorized to execute, deliver, file or record the
Plan Documents and such other documents, contracts, instruments, releases, and
other agreements and take such other action as may be necessary to effectuate
and further evidence the terms and conditions of the Plan and this Order and, to
the extent permitted by applicable law, such actions shall not require any
further action by the security holders of members of any Debtor or Reorganized
Debtor. To the extent permitted by applicable law, pursuant to section 303 of
the Delaware General Corporation Law and any comparable provision of the
business corporation laws of any other state, as applicable, no action of the
directors or stockholders of the Debtors or the Reorganized Debtors is required

                                       30

<PAGE>

to authorize them to engage in any of the activities set forth in the preceding
sentence or as otherwise contemplated by the Plan or this Order or in
furtherance thereof and such activities shall be, and hereby are, authorized and
approved. The Debtors or Reorganized Debtors may file a copy of this Order in
lieu of any amendment, release, termination or other document required to
effectuate the terms and conditions of the Plan or this Order and the clerk of
any court or political subdivision is directed to file such copy in lieu
thereof.

         33.      Administrative Expense Claims. Except to the extent that a
                  -----------------------------
holder of an Allowed Administrative Expense Claim agrees to a different
treatment, the Debtors shall pay to each holder of an Allowed Administrative
Expense Claim Cash in an amount equal to such Claim on the later of the
Effective Date and the first (1st) Business Day after the date that is thirty
(30) calendar days after the date such Administrative Expense Claim becomes an
Allowed Administrative Expense Claim, or as soon thereafter as is reasonably
practicable; provided, however, that (i) Allowed Administrative Expense Claims
representing liabilities incurred in the ordinary course of business by the
Debtors, as debtors in possession, and (ii) liabilities arising under loans or
advances to or other obligations incurred by the Debtors, as debtors in
possession, whether or not incurred in the ordinary course of business, shall be
paid by the Reorganized Debtors in the ordinary course of business, consistent
with past practice and in accordance with the terms and subject to the
conditions of any orders or agreements governing, instruments evidencing, or
other documents relating to such transactions. Moreover, the Allowed
Administrative Expense Claims of the Internal Revenue Service (to the extent not
disputed by the Debtors or the subject of a claim objection), shall be paid by
the Reorganized Debtors on the Effective Date. The Debtors and the Reorganized
Debtors are authorized to pay the reasonable prepetition and postpetition fees
and expenses of the Indenture Trustees and their respective counsel to the
extent such fees and expenses are approved by this Court after notice and
hearing.

                                       31

<PAGE>

         34.      Bar Date for Administrative Expense Claims. Proofs of
                  ------------------------------------------
Administrative Expense Claims and requests for payment of Administrative Expense
Claims that have arisen on or after July 2, 2001 must be filed and served
pursuant to the procedures set forth in the Notice of Entry of Confirmation
Order, no later than forty-five days after the Effective Date.

         35.      Exceptions to Bar Date for Administrative Expense Claims. No
                  --------------------------------------------------------
proof of Administrative Expense Claim or application for payment of an
Administrative Expense Claim need be filed for the allowance of any: (i) expense
or liability incurred in the ordinary course of the Reorganized Debtors'
businesses on or after the Effective Date; (ii) Administrative Expense Claim
held by a trade vendor, which administrative liability was incurred in the
ordinary course of business of the Debtor and such creditor after the
Commencement Date; (iii) Fee Claims; (iv) DIP Lender Claims; or (v) fees of the
United States Trustee arising under 28 U.S.C. ss. 1930. All Claims described in
clause (i), (ii) and (v) of the immediately preceding sentence shall be paid by
the Reorganized Debtors in the ordinary course of business.

         36.      Barred Administrative Expense Claims. Any Persons that fail to
                  ------------------------------------
file a proof of Administrative Expense Claim or request for payment thereof on
or before the Administrative Bar Date as required herein shall be forever barred
from asserting such Claim against any of the Debtors, the Estates, the
Reorganized Debtors or their property and the holder thereof shall be enjoined
from commencing or continuing any action, employment of process or act to
collect, offset or recover such Administrative Expense Claim.

         37.      Priority Tax Claims. Except to the extent that a holder of an
                  -------------------
Allowed Priority Tax Claim agrees to a different treatment, at the sole option
of the Reorganized Debtors, each holder of an Allowed Priority Tax Claim shall
receive, in full and complete settlement, satisfaction and discharge of its
Allowed Priority Tax Claim: (i) Cash in an amount equal to such Allowed Priority
Tax Claim on, or as soon thereafter as is reasonably practicable, the later of
the

                                       32

<PAGE>

Effective Date and the first (1st) Business Day after the date that is thirty
(30) calendar days after the date such Priority Tax Claim becomes an Allowed
Priority Tax Claim, or (ii) equal annual Cash payments in an aggregate amount
equal to such Allowed Priority Tax Claim, bearing interest at the rate mutually
agreed upon by the applicable Reorganized Debtor and Holder of such Allowed
Priority Tax Claim or as required by applicable law as determined by the
Bankruptcy Court at or subsequent to the Confirmation Hearing, over a period not
exceeding six (6) years after the date of assessment of such Allowed Priority
Tax Claim, which shall begin on, or as soon thereafter as is reasonably
practicable, the later of the Effective Date and the first Business Day after
the date that is thirty (30) calendar days after the date such Priority Tax
Claim becomes an Allowed Priority Tax Claim. All Allowed Priority Tax Claims
that are not due and payable on or before the Effective Date shall be paid in
the ordinary course of business as such obligations become due. However, to the
extent any claim of the Internal Revenue Service constitutes an Allowed Priority
Tax Claim, the Debtors shall select cash payment of such claim under Section 2.4
of the Plan.

         38.      Removal of Liens by DIP Lenders. Once payments to be made on
                  -------------------------------
the Effective Date have been made, the DIP Facility and any agreements or
instruments related thereto shall be deemed terminated (subject in all respects
to any carve-out approved in the orders of this Court approving the DIP Facility
and such other provisions, which shall survive the termination thereof) and the
DIP Lenders shall take all reasonable action to confirm the removal of any liens
on the properties of the Debtors and their affiliates.

         39.      Letters of Credit. On the Effective Date, any outstanding
                  -----------------
letters of credit issued under the DIP Facility shall be either cash
collateralized, replaced or secured by letters of credit issued under the Exit
Facility.

                                       33

<PAGE>

         40.      Fee Claims. All Persons seeking an award by this Court of a
                  ----------
Fee Claim incurred through and including the Effective Date shall, unless
otherwise ordered by this Court: (i) file their respective final applications
for allowance of compensation for services rendered and reimbursement of
expenses incurred by the date that is no later than forty-five (45) days after
the Effective Date; and (ii) be paid in full in such amounts as are approved by
this Court upon the later of (a) the date upon which the order relating to any
such Fee Claim is entered or (b) upon such other terms as may be mutually agreed
upon between the holder of such Fee Claim and the Debtors or, on and after the
Effective Date, the Reorganized Debtors.

         41.      Retention of Jurisdiction. On and after the Effective Date,
                  -------------------------
this Court shall retain jurisdiction over all matters arising in, arising under,
or related to the Reorganization Cases for, among other things, the purposes set
forth in section 12 of the Plan.

         42.      Plan Modifications. So long as such action does not materially
                  ------------------
and adversely affect the treatment of holders of Claims or Equity Interests
pursuant to the Plan, the Debtors and/or Reorganized Debtors may institute
proceedings in this Court to remedy any defect or omission or reconcile any
inconsistencies in the Plan of Reorganization or this Order, with respect to
such matters as may be necessary to carry out the purposes and effects of the
Plan.

         43.      Plan Document Modifications. The Debtors are hereby authorized
                  ---------------------------
to modify the Plan Documents to (i) conclude negotiations with respect to the
Plan and the Plan Documents and (ii) execute and deliver such documents, without
seeking further Court approval.

         44.      Technical Modifications. Prior to the Effective Date, the
                  -----------------------
Debtors may make appropriate technical adjustments and modifications to the Plan
without further order or approval of this Court, with the prior consent of the
Senior Lender Steering Committee, which consent shall not be unreasonably
withheld, provided that such technical adjustments and

                                       34

<PAGE>

modifications do not adversely affect in a material way the treatment of holders
of Claims or Equity Interests.

         45.      Revocation of Plan. The Debtors may revoke or withdraw the
                  ------------------
Plan prior to the Effective Date. If the Debtors take such action, the Plan and
this Order shall be deemed null and void.

         46.      Exemption From Certain Transfer Taxes. To the fullest extent
                  -------------------------------------
permitted by applicable law, any transfer or encumbrance of assets or any
portion(s) of assets pursuant to, in furtherance of, or in connection with the
Plan, including, without limitation, to secure the Exit Facility shall
constitute a "transfer under a plan" within the purview of section 1146(c) of
the Bankruptcy Code and shall not be subject to transfer, stamp or similar
taxes. Each of the Debtors, the Reorganized Debtors and the Exit Agent or any
agent or representative of any of the foregoing, is hereby authorized to serve
upon any filing or recording officer a notice, substantially in the form annexed
to that certain Order approving the Debtors' Motion Authorizing Debtors to Grant
Leasehold Mortgages to Secure the Exit Facility, Authorizing Execution and
Recordation of Lease Memoranda, and Approving Notice to Recording Officers as
Exhibit A, in connection with the filing and recording of any financing
statements, mortgages, deeds of trust, leasehold mortgages, leases (whether
recorded or unrecorded) and/or instruments of transfer (collectively,
"Instruments of Transfer") in accordance with the Plan or the Exit Facility to
evidence and implement this paragraph. All federal, state and local government
filing and recording officers are hereby directed to accept for filing and/or
recording all Instruments of Transfer or other documents of transfer to be filed
or recorded in accordance with the Plan or the Exit Facility without payment of
any such tax or government assessment, and without the presentation of any
affidavits, instruments, or returns otherwise required for recording, other than
this Order.

                                       35

<PAGE>

         47.      Retiree Benefits. On and after the Effective Date, pursuant to
                  ----------------
section 1129(a)(13) of the Bankruptcy Code, the Reorganized Debtors shall
continue to pay any retiree benefits of the Debtors (within the meaning of
section 1114 of the Bankruptcy Code), at the level established in accordance
with section 1114 of the Bankruptcy Code, at any time prior to the Confirmation
Date, for the duration of the period for which the Debtors had obligated
themselves to provide such benefits. Nothing herein shall restrict the
Reorganized Debtors' rights to modify the terms and conditions of the retiree
benefits as otherwise permitted pursuant to the terms of the applicable plans or
non-bankruptcy law.

         48.      Critical Vendor and Other Payments. Notwithstanding the
                  ----------------------------------
contents of the Schedules, Claims listed therein as undisputed, liquidated and
not contingent shall be reduced by the amount, if any, that was paid by one or
more of the Debtors pursuant to orders of this Court, including, but not limited
to, that certain Order (A) Authorizing the Debtors to Pay Certain Prepetition
Obligations to Certain Critical Vendors and Service Providers, (B) Establishing
Procedures to Obtain Property Held by Such Entities and (C) Granting Related
Relief, dated July 3, 2001. To the extent such payments are not reflected in the
Schedules, pursuant to the Plan, such Schedules are hereby amended and reduced
to reflect that such payments were made.

         49.      Payments Pursuant to Final Orders. Nothing in the Plan shall
                  ---------------------------------
preclude the Reorganized Debtors from paying Claims that the Debtors were
authorized to pay pursuant to any Final Order entered by this Bankruptcy Court
prior to the Confirmation Date.

         50.      Notice of Entry of this Order. The Debtors or their authorized
                  -----------------------------
agent(s) shall serve a notice of entry of this Order, as provided in Bankruptcy
Rule 2002(f)(7), to all creditors and equity security holders of the Debtors
previously served with notice of the Confirmation Hearing within ten (10) days
from the date of entry of this Order.

                                       36

<PAGE>

         51.      Ratification of Transactions Prior to Confirmation Date. This
                  -------------------------------------------------------
Order shall, and is hereby deemed to, ratify all transactions effected by the
Debtors during the period commencing on the Commencement Date and ending on the
Confirmation Date except for any acts constituting willful misconduct, gross
negligence, recklessness or fraud.

         52.      Consummation of Plan. The provisions of Federal Rule of Civil
                  --------------------
Procedure 62, as applicable pursuant to Bankruptcy Rule 7062, and Bankruptcy
Rule 3020(e) shall not apply to this Order and the Debtors are authorized to
consummate the Plan immediately upon entry of this Order.

         53.      Conflicts. To the extent this Order and/or the Plan conflicts
                  ---------
with: (i) the Disclosure Statement; (ii) any other agreement entered into
between the Debtors and any party; or (iii) other orders of the Court, the Plan
controls the Disclosure Statement and any such agreements or prior orders, and
this Order controls the Plan.

         54.      Reference to Plan. Failure specifically to include or
                  -----------------
reference particular sections or provisions of the Plan or any related agreement
in this Order shall not diminish or impair the effectiveness of such sections or
provisions, it being the intent of the Court that the Plan be confirmed and such
related agreements be approved in their entirety.

         55.      Exit Facility. The terms and conditions of the Exit Facility
                  -------------
are hereby approved in all respects. To the extent permitted by applicable law,
the Reorganized Debtors are authorized, without further approval by this Court,
their boards of directors, or their shareholders to execute and to deliver all
documentation relating to the Exit Facility, including, without limitation, the
Exit Credit Agreement and the Exit Loan Documents, and upon the execution and
delivery thereof by the Reorganized Debtors, the Exit Credit Agreement and the
Exit Loan Documents shall constitute legal, valid and binding obligations of
each Reorganized Debtor, enforceable against each Reorganized Debtor in
accordance with their respective terms, entered

                                       37

<PAGE>

into for good and valuable consideration, including the benefits of the Plan.
Unless otherwise provided in the Exit Credit Agreement or the Exit Loan
Documents, the liens and security interests to be granted by the Reorganized
Debtors as set forth in the Exit Loan Documents shall be, and hereby are, deemed
as of the Effective Date to be perfected and first priority liens and security
interests senior to any and all liens or security interests on the assets of the
Reorganized Debtors except for such liens specifically provided in the Plan or
in any contract, instrument or other agreement or document created in connection
with the Plan. The validity, enforceability, perfection and priority of the
liens and security interests granted under the Exit Loan Documents are
authorized and approved without any further act required by the Exit Agent or
Exit Lenders; provided that the Exit Agent and the Exit Lenders shall be free to
file financing statements, deeds of trust, mortgages or other documents and to
take any and all actions as they deem appropriate, in their discretion, to
confirm the perfection of such security interest and liens.

Dated: Richmond, Virginia
       February 1, 2002

                                       /s/ David H. Adams
                                       ------------------------------------
                                       UNITED STATES BANKRUPTCY JUDGE

WE ASK FOR THIS:

/s/ Dion W. Hayes
---------------------------


                                            NOTICE OF JUDGMENT OR ODER
McGUIREWOODS LLP
Dion W. Hayes (VSB# 34034)                  ENTERED ON DOCKET FEB - 1 2002
One James Center                                              --------------
901 East Cary Street
Richmond, Virginia 23219
(804) 775-1000

-and-

                                       38

<PAGE>

WILLKIE FARR & GALLAGHER
Marc Abrams
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
Co-Counsel for Debtors and Debtors in Possession

                                       39

<PAGE>

                             Certificate of Service
                             ----------------------

         I hereby certify that a true copy of the foregoing Order Confirming
Debtors' Second Amended, Second Modified Joint Plan of Reorganization Under
Chapter 11 of the Bankruptcy Code was sent by first-class mail to all of the
parties on the Limited Service list and electronically transmitted on January
31, 2002 to each of the following parties:

                        James Nolan
                        Troutman Sanders LLP
                        P. O. Box 3670
                        Norfolk, Virginia  23514-3670

                        Lorna Schofield
                        Debevoise & Plimpton
                        875 Third Avenue
                        New York, New York  10022

                        Robert B. Van Arsdale
                        Office of the U.S. Trustee
                        11 South 12th Street
                        Richmond, Virginia 23219

                        Benjamin C. Ackerly
                        Hunton & Williams
                        Riverfront Plaza, East Tower
                        951 East Byrd Street
                        Richmond, Virginia  23219-4074

                        Bruce Meyer
                        Weil, Gotshal & Manges LLP
                        767 Fifth Avenue
                        New York, New York  10153

                        Stephen W. Milo
                        Wharton, Aldhizer & Weaver, PLC
                        P. O. Box 20028
                        100 South Mason Street
                        Harrisonburg, Virginia 22801-7528

                        Constance A. Fratianni
                        Shearman & Sterling
                        599 Lexington Avenue
                        New York, New York  10022-6069

                        Michael Williamson
                        O'Melveny & Meyers LLP
                        400 South Hope Street
                        Los Angeles, CA  90071-2899
                                                       /s/ Dion Hayes
                                                       --------------

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