<PAGE>   1
                                                                 EXHIBIT 10.13
                                                                 
                                                                 Exhibit A to
                                                                 Amendment No. 3


                                  $780,000,000


                     AMENDED AND RESTATED CREDIT AGREEMENT

                         Dated as of December 20, 1996

                                     Among

                                 AMF GROUP INC.

                                  as Borrower

                                      and

                 THE INITIAL LENDERS AND INITIAL ISSUING BANKS

                                      and

                              GOLDMAN, SACHS & CO.

                                      and

                           CITICORP SECURITIES, INC.

                                  as Arrangers

                                      and

                              GOLDMAN, SACHS & CO.

                              as Syndication Agent

                                      and

                                 CITIBANK, N.A.

                            as Administrative Agent






<PAGE>   2
                       T A B L E   O F   C O N T E N T S



<TABLE>
<CAPTION>
Section                                                                                                                Page
<S>    <C>                                                                                                               <C>

                                                     ARTICLE I

                                          DEFINITIONS AND ACCOUNTING TERMS

1.01.  Certain Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
1.02.  Computation of Time Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
1.03.  Accounting Terms  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37

                                                     ARTICLE II

                                         AMOUNTS AND TERMS OF THE ADVANCES
                                             AND THE LETTERS OF CREDIT

2.01.  The Advances  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
2.02.  Making the Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
2.03.  Issuance of and Drawings and Reimbursement Under Letters of Credit  . . . . . . . . . . . . . . . . . . . . . . .  42
2.04.  Repayment of Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
2.05.  Termination or Reduction of the Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
2.06.  Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
2.07.  Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
2.08.  Fees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56
2.09.  Conversion of Advances  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56
2.10.  Increased Costs, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
2.11.  Payments and Computations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
2.12.  Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
2.13.  Sharing of Payments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
2.14.  Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
2.15.  Defaulting Lenders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65

                                                    ARTICLE III

                                               CONDITIONS OF LENDING

3.01.  Conditions Precedent to Initial Extension of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
3.02.  Conditions Precedent to Each Borrowing and Issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  77
3.03.  Determinations Under Section 3.01 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  78
3.04.  Conditions Precedent to the Making of the New AXELs Series B Advances . . . . . . . . . . . . . . . . . . . . . .  78
3.05.  Determinations under Section 3.04 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  81
</TABLE>






<PAGE>   3
                                       ii


<TABLE>
<CAPTION>
SECTION                                                                                                                PAGE

<S>    <C>                                                                                                               <C>
                                                     ARTICLE IV

                                           REPRESENTATIONS AND WARRANTIES

4.01.  Representations and Warranties of the Borrower  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  82

                                                     ARTICLE V

                                             COVENANTS OF THE BORROWER

5.01.  Affirmative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  91
5.02.  Negative Covenants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
5.03.  Reporting Requirements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112
5.04.  Financial Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117

                                                     ARTICLE VI

                                                 EVENTS OF DEFAULT

6.01.  Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123
6.02.  Actions in Respect of the Letters of Credit upon Default  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126

                                                    ARTICLE VII

                                                     THE AGENTS

7.01.  Authorization and Action  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127
7.02.  Agents' Reliance, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127
7.03.  Citibank, Citicorp, Goldman and Affiliates  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128
7.04.  Lender Party Credit Decision  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128
7.05.  Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128
7.06.  Successor Agents  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130

                                                    ARTICLE VIII

                                                   MISCELLANEOUS

8.01.  Amendments, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 131
8.02.  Notices, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133
8.03.  No Waiver; Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133
</TABLE>






<PAGE>   4
                                      iii


<TABLE>
<CAPTION>
         SECTION                                                                                                       PAGE

         <S>    <C>                                                                                                      <C>
         8.04.  Costs and Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . 133
         8.05.  Right of Set-off  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . 135
         8.06.  Binding Effect  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . 136
         8.07.  Assignments and Participations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . 136
         8.08.  Execution in Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . 140
         8.09.  No Liability of the Issuing Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . 140
         8.10.  Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . 141
         8.11.  Jurisdiction, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . 141
         8.12.  Release of Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . 142
         8.13.  Governing Law; Waiver of Jury Trial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . 143
</TABLE>


SCHEDULES

Schedule I                  -   Commitments and Applicable Lending Offices

Schedule II                 -   Subsidiary Guarantors

Schedule III                -   Stockholders' Agreement

Schedule 3.01(e)            -   Surviving Debt

Schedule 3.01(p)(xx)        -   Local Counsel

Schedule 4.01(a)            -   Equity Investors' Ownership of Parent

Schedule 4.01(b)            -   Subsidiaries

Schedule 4.01(d)            -   Authorizations, Approvals, Actions, Notices and
                                Filings

Schedule 4.01(m)            -   Plans, Multiemployer Plans and Welfare Plans

Schedule 4.01(v)            -   Environmental Laws Disclosure

Schedule 4.01(w)            -   Environmental Disclosure

Schedule 4.01(x)            -   Hazardous Materials Disclosure

Schedule 4.01(bb)           -   Open Years






<PAGE>   5
                                       iv

Schedule 4.01(ff)           -   Acquisitions by AMF Bowling Centers

Schedule 4.01(ii)           -   Existing Debt

Schedule 4.01(kk)           -   Owned Real Property

Schedule 4.01(ll)           -   Leased Real Property

Schedule 4.01(mm)           -   Investments

Schedule 4.01(nn)           -   Intellectual Property

Schedule 5.01(l)            -   Transactions with Affiliates

Schedule 5.02(a)            -   Existing Liens

Schedule 5.02(g)            -   Non-competition Agreements

Schedule 5.02(q)            -   Certain Capital Expenditures


EXHIBITS

Exhibit A-1                 -   Form of Term Loan Note

Exhibit A-2                 -   Form of AXELs Series A Note

Exhibit A-3                 -   Form of AXELs Series B Note

Exhibit A-4                 -   Form of Working Capital Note

Exhibit A-5                 -   Form of Acquisition Note

Exhibit B                   -   Form of Notice of Borrowing

Exhibit C                   -   Form of Assignment and Acceptance

Exhibit D                   -   Form of Security Agreement

Exhibit E                   -   Form of Intellectual Property Security
                                Agreement

Exhibit F                   -   Form of Mortgage






<PAGE>   6
                                       v


Exhibit G                   -   Form of Holdings Guaranty

Exhibit H                   -   Form of Subsidiary Guaranty

Exhibit I                   -   Form of Solvency Opinion

Exhibit J                   -   Form of Solvency Certificate

Exhibit K                   -   Form of Opinion of Counsel to the Loan Parties

Exhibit L                   -   Form of Opinion of Intellectual Property
                                Counsel

Exhibit M                   -   Form of Mortgage Amendment

Exhibit N                   -   Form of Opinion of Counsel to the Loan Parties
                                regarding Amendment No. 3

Exhibit O                   -   Form of Opinion of Daniel McCormack, General
                                Counsel for the Borrower






<PAGE>   7



                     AMENDED AND RESTATED CREDIT AGREEMENT


                 AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 20,
1996 among AMF GROUP INC., a Delaware corporation (the "Borrower"), the banks,
financial institutions and other institutional lenders listed on the signature
pages hereof as the Initial Lenders (the "Initial Lenders") and the banks
listed on the signature pages hereof as the Initial Issuing Banks (the "Initial
Issuing Banks"), GOLDMAN, SACHS & CO. ("Goldman") and CITICORP SECURITIES,
INC., as arrangers (the "Arrangers"), GOLDMAN, as syndication agent (together
with any successor appointed pursuant to Article VII, the "Syndication Agent"),
CITIBANK, N.A.  ("Citibank"), as administrative agent (together with any
successor appointed pursuant to Article VII, the "Administrative Agent") for
the Lender Parties (as hereinafter defined) and CITICORP USA, INC. ("Citicorp")
as collateral agent (together with any successor appointed pursuant to Article
VII, the "Collateral Agent", and together with the Syndication Agent and the
Administrative Agent, the "Agents").


PRELIMINARY STATEMENTS:

                 (1)      The Borrower has previously entered into a Credit
Agreement dated as of May 1, 1996 (as amended, supplemented or otherwise
modified through but not including the date hereof, the "Existing Credit
Agreement") with certain Lenders and the Agents party thereto.

                 (2)      The Borrower is a direct, wholly owned Subsidiary (as
hereinafter defined) of AMF Group Holdings Inc., a Delaware corporation
("Holdings"), which is a direct, wholly owned Subsidiary of AMF Holdings Inc.,
a Delaware corporation ("Parent").

                 (3)      Parent and Holdings were organized by GS Capital
Partners II, L.P., GS Capital Partners II Offshore, L.P.  and Goldman, Sachs &
Co. Verwaltungs GmbH (collectively, together with The Goldman Sachs Group L.P.,
Stone Street Fund 1995 L.P., Stone Street Fund 1996 L.P., Bridge Street Fund
1995 L.P. and Bridge Street Fund 1996 L.P. and in each case any successor
funds, the "Goldman Investors") to acquire control, together with the other
Equity Investors (as hereinafter defined), of AMF Bowling, Inc., a Virginia
corporation, AMF Bowling Centers, Inc., a Virginia corporation, AMF Worldwide
Bowling Centers Group and their respective Subsidiaries (collectively, the
"Company").

                 (4)      Pursuant to the Stock Purchase Agreement dated
February 16, 1996 (as amended, supplemented or otherwise modified in accordance
with its terms, to the extent permitted in accordance with the Loan Documents
(as hereinafter defined), the "Purchase Agreement") between Holdings and the
Sellers (as defined therein), Holdings proposed to acquire all of the
outstanding common stock of the Company (the "Stock Acquisition"), in the case
of AMF Bowling and AMF Bowling Centers (each as hereinafter defined), through
<PAGE>   8

                                       2

two intermediate holding company Subsidiaries (the "Intermediate Companies"),
and to acquire from the Retained Entities and WBB (each as defined in the
Purchase Agreement) certain assets (the "Asset Acquisition", and together with
the Stock Acquisition, the "Acquisition").  Immediately upon the consummation
of the Acquisition, one of the Intermediate Companies was merged into AMF
Bowling and the other Intermediate Company was merged into AMF Bowling Centers.

                 (5)      The Borrower requested that, immediately upon the
consummation of the Acquisition, the Lender Parties lend to the Borrower up to
$715,000,000 to pay to the Sellers the cash consideration for the Acquisition,
to pay transaction fees and expenses and to refinance certain Existing Debt (as
hereinafter defined) of the Company and that, from time to time, the Lender
Parties lend to the Borrower and issue Letters of Credit for the account of the
Borrower to finance certain acquisitions on the terms and conditions set forth
herein and to provide working capital for the Borrower and its Subsidiaries.
The Lender Parties agreed, pursuant to the Existing Credit Agreement, to lend
such amounts on the terms and conditions of this Agreement.

                 (6)      The Borrower has requested that, immediately upon the
amendment and restatement of the Existing Credit Agreement, the New AXELs
Series B Lenders (as hereinafter defined) lend to the Borrower up to
$65,000,000 to prepay a portion of the Acquisition Advances then outstanding
and to pay certain fees and expenses incurred in connection therewith.  The New
AXELs Series B Lenders have indicated their willingness to agree to lend such
amount on the terms and conditions of this Agreement.

                 NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements contained herein, the parties hereto hereby
agree as follows:


                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

                 SECTION 1.01.  Certain Defined Terms.  As used in this
Agreement, the following terms shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the terms
defined):

                 "Acquisition" has the meaning specified in the Preliminary
         Statements.

                 "Acquisition Advance" has the meaning specified in Section
         2.01(e).

                 "Acquisition Borrowing" means a borrowing consisting of
         simultaneous Acquisition Advances of the same Type made by the
         Acquisition Lenders.






<PAGE>   9
                                       3


                 "Acquisition Commitment" means, with respect to any
         Acquisition Lender at any time, the amount set forth opposite such
         Lender's name on Schedule I hereto under the caption "Acquisition
         Commitment" or, if such Lender has entered into one or more
         Assignments and Acceptances, set forth for such Lender in the Register
         maintained by the Administrative Agent pursuant to Section 8.07(d) as
         such Lender's "Acquisition Commitment", as such amount may be reduced
         at or prior to such time pursuant to Section 2.05.

                 "Acquisition Facility" means, at any time, the aggregate
         amount of the Acquisition Lenders' Acquisition Commitments at such
         time.

                 "Acquisition Lender" means any Lender that has an Acquisition
         Commitment.

                 "Acquisition Note" means a promissory note of the Borrower
         payable to the order of any Acquisition Lender, in substantially the
         form of Exhibit A-5 hereto, evidencing the indebtedness of the
         Borrower to such Lender resulting from the Acquisition Advances made
         by such Lender.

                 "Adjusted EBITDA" means, at any time, in the case of any New
         Center, the product of (a) the Average EBITDA Margin calculated as of
         the end of the fiscal quarter immediately preceding the fiscal quarter
         in which the time of the acquisition or construction of such New
         Center (within the meaning of the definition of "New Center" contained
         in this Section 1.01) occurs and (b) the Specified Revenues of such
         New Center.

                 "Administrative Agent" has the meaning specified in the recital
         of parties to this Agreement.

                 "Administrative Agent's Account" means the account of the
         Administrative Agent maintained by the Administrative Agent with
         Citibank at its office at 399 Park Avenue, New York, New York 10043,
         Account No. 3885-8061, Attention: Alexandra Lozovsky.

                 "Advance" means a Term Loan Advance, an AXELs Series A
         Advance, an AXELs Series B Advance, a Working Capital Advance, an
         Acquisition Advance or a Letter of Credit Advance.

                 "Affiliate" means, as to any Person, any other Person that,
         directly or indirectly, controls, is controlled by or is under common
         control with such Person or is a director or officer of such Person.
         For purposes of this definition, the term "control" (including the
         terms "controlling," "controlled by" and "under common control with")
         of a Person means the possession, direct or indirect, of the power to






<PAGE>   10
                                       4

         vote 5% or more of the Voting Stock of such Person or to direct or
         cause the direction of the management and policies of such Person,
         whether through the ownership of Voting Stock, by contract or
         otherwise.

                 "Agents" has the meaning specified in the recital of parties to
         this Agreement.

                 "AMF Bowling" means AMF Bowling, Inc., a Virginia corporation
         and an indirect wholly owned Subsidiary of the Borrower.

                 "AMF Bowling Centers" means AMF Bowling Centers, Inc., a
         Virginia corporation and an indirect wholly owned Subsidiary of the
         Borrower.

                 "AMF Worldwide" means AMF Worldwide Bowling Centers Holdings
         Inc., a Delaware corporation and an indirect wholly owned Subsidiary
         of the Borrower.

                 "Amendment Documents"  means (i) Amendment No. 3, (ii) AXELs
         Series B Notes payable to the New AXELs Series B Lenders and (iii) the
         Mortgage Amendments, in each case as amended, supplemented or
         otherwise modified from time to time.

                 "Amendment No. 3" means Amendment No. 3 to the Existing Credit
         Agreement dated as of  December 20, 1996 among the Borrower, the
         Lenders parties thereto, and the Agents, and the Consent thereto dated
         as of December 20, 1996 by the Loan Parties (other than the Borrower).

                 "Amortization Amount A" means, at any time of determination,
         an amount equal to (a) until the Availability Termination Date, 50% of
         the amount by which the aggregate principal amount of the Acquisition
         Advances outstanding at such time exceeds $75,000,000 but in any event
         not less than zero, and (b) thereafter, 50% of the amount by which the
         aggregate principal amount of the Acquisition Advances outstanding on
         the Availability Termination Date (after giving effect to any
         Acquisition Advances made on such date) exceeds $75,000,000 but in any
         event not less than zero.

                 "Amortization Amount B" means, at any time of determination,
         an amount equal to (a) until the Availability Termination Date, the
         lesser of (i) $18,750,000 and (ii) 25% of the aggregate principal
         amount of the Acquisition Advances outstanding at such time, and (b)
         thereafter, the lesser of (i) $18,750,000 and (ii) 25% of the
         aggregate principal amount of the Acquisition Advances outstanding on
         the Availability Termination Date.

                 "Applicable Lending Office" means, with respect to each Lender
         Party, such Lender Party's Domestic Lending Office in the case of a
         Base Rate Advance and such Lender Party's Eurodollar Lending Office in
         the case of a Eurodollar Rate Advance.






<PAGE>   11
                                       5

                 "Applicable Margin" means (a) 1.875% per annum for Base Rate
         Advances and 2.875% per annum for Eurodollar Rate Advances outstanding
         under the AXELs Series A Facility and 2.125% per annum for Base Rate
         Advances and 3.125% per annum for Eurodollar Rate Advances outstanding
         under the AXELs Series B Facility, and (b) (i) from the First Closing
         Date until the one-year anniversary of the First Closing Date, 1.50%
         per annum for Base Rate Advances and 2.50% per annum for Eurodollar
         Rate Advances outstanding under the Term Loan Facility, the Working
         Capital Facility or the Acquisition Facility, as the case may be, and
         (ii) thereafter, a percentage per annum determined by reference to the
         Total Debt/EBITDA Ratio as set forth below:

<TABLE>
<CAPTION>
=============================================================================================
                                    Base Rate Advances             Eurodollar Rate Advances
=============================================================================================
<S>                                        <C>                               <C>
Level I
-------

less than 3.5:1                            0.00%                             1.00%


Level II
--------

3.5:1 or greater,                          0.50%                             1.50%
but less than 4.25:1

Level III
---------

4.25:1 or greater,                         1.00%                             2.00%
but less than 4.75:1

Level IV
--------

4.75:1 or greater,                         1.25%                             2.25%
but less than 5.25:1

Level V
-------

5.25:1 or greater                          1.50%                             2.50%
=============================================================================================
</TABLE>


         The Applicable Margin for each Base Rate Advance shall be determined
         by reference to the ratio in effect from time to time and the
         Applicable Margin for each Eurodollar Rate Advance shall be determined
         by reference to the ratio in effect on the first day of each Interest
         Period for such Advance; provided, however, that (A) no change in the
         Applicable Margin shall be effective until three Business Days after
         the date on which the Administrative Agent receives the relevant
         Financial Statements and a certificate of a Designated Financial
         Officer demonstrating such ratio, and (B) the Applicable Margin shall
         be at Level V for so long as the Borrower has not submitted






<PAGE>   12
                                       6

         to the Administrative Agent the information described in clause (A) of
         this proviso as and when required under Section 5.03(b) or (c), as the
         case may be.

                 "Applicable Percentage" means (a) from the First Closing Date
         until the one-year anniversary of the First Closing Date, 0.5% per
         annum, and (b) thereafter, 0.5% per annum, or, if the Total
         Debt/EBITDA Ratio for the immediately preceding 12-month period
         reflected in the relevant Financial Statements shall be less than
         4.00:1 and the Administrative Agent shall have received a certificate
         of a Designated Financial Officer demonstrating such ratio, 0.375% per
         annum.

                 "Appropriate Lender" means, at any time, with respect to (a)
         any of the Term Loan Facility, AXELs Series A Facility, Working
         Capital Facility or Acquisition Facility, a Lender that has a
         Commitment with respect to such Facility at such time, (b) the AXELs
         Series B Facility, (i) on and prior to the making of the New AXELs
         Series B Advances, an Existing AXELs Series B Lender or a New AXELs
         Series B Lender, as the context may require, and (ii) thereafter, an
         AXELs Series B Lender and (c) the Letter of Credit Facility, (i) any
         Issuing Bank and (ii) if the other Working Capital Lenders have made
         Letter of Credit Advances pursuant to Section 2.03(c) that are
         outstanding at such time, each such other Working Capital Lender.

                 "Arrangers" has the meaning specified in the recital of parties
         to this Agreement.

                 "Assignment and Acceptance" means an assignment and acceptance
         entered into by a Lender Party and an Eligible Assignee, and accepted
         by the Administrative Agent, in accordance with Section 8.07 and in
         substantially the form of Exhibit C hereto.

                 "Availability Termination Date" means, with respect to the
         Acquisition Facility, the earlier of the Termination Date and the date
         that is 3-1/2 years after the First Closing Date.

                 "Available Amount" of any Letter of Credit means, at any time,
         the maximum amount available to be drawn under such Letter of Credit
         at such time (assuming compliance at such time with all conditions to
         drawing).

                 "Average EBITDA Margin" means, at any time of determination,
         an amount equal to (a) the sum of Consolidated EBITDA of AMF Bowling
         Centers and its Subsidiaries and Consolidated EBITDA of AMF Worldwide
         and its Subsidiaries divided by (b) the sum of Consolidated revenues
         of AMF Bowling Centers and its Subsidiaries and Consolidated revenues
         of AMF Worldwide and its Subsidiaries, in each case for the 12-month
         period reflected in the most recent Financial Statements.

                 "AXELs Series A Advance" has the meaning specified in Section
         2.01(b).






<PAGE>   13
                                       7

                 "AXELs Series A Borrowing" means a borrowing consisting of
         simultaneous AXELs Series A Advances of the same Type made by the
         AXELs Series A Lenders.

                 "AXELs Series A Commitment" means, with respect to any AXELs
         Series A Lender at any time, the amount set forth opposite such
         Lender's name on Schedule I hereto under the caption "AXELs Series A
         Commitment" or, if such Lender has entered into one or more
         Assignments and Acceptances, set forth for such Lender in the Register
         maintained by the Administrative Agent pursuant to Section 8.07(d) as
         such Lender's "AXELs Series A Commitment", as such amount may be
         reduced at or prior to such time pursuant to Section 2.05.

                 "AXELs Series A Facility" means, at any time, the aggregate
         amount of the AXELs Series A Lenders' AXELs Series A Commitments at
         such time.

                 "AXELs Series A Lender" means any Lender that has an AXELs
         Series A Commitment.

                 "AXELs Series A Note" means a promissory note of the Borrower
         payable to the order of any AXELs Series A Lender, in substantially
         the form of Exhibit A-2 hereto, evidencing the indebtedness of the
         Borrower to such Lender resulting from the AXELs Series A Advance made
         by such Lender.

                 "AXELs Series B Advance" means any Existing AXELs Series B
         Advance or any New AXELs Series B Advance.

                 "AXELs Series B Borrowing" means a borrowing consisting of
         simultaneous AXELs Series B Advances of the same Type made by the
         AXELs Series B Lenders.

                 "AXELs Series B Commitment" means an Existing AXELs Series B
         Commitment or a New AXELs Series B Commitment.

                 "AXELs Series B Facility" means, at any time, the aggregate
         amount of the AXELs Series B Lenders' AXELs Series B Commitments at
         such time.

                 "AXELs Series B Lender" means any Existing AXELs Series B
         Lender or any New AXELs Series B Lender.

                 "AXELs Series B Note" means a promissory note of the Borrower
         payable to the order of any AXELs Series B Lender, in substantially
         the form of Exhibit A-3 hereto, evidencing the indebtedness of the
         Borrower to such Lender resulting from the AXELs Series B Advance made
         by such Lender.

                 "Bank Hedge Agreement" means any Hedge Agreement required or
         permitted under Article V that is entered into by and between the
         Borrower and any Hedge Bank.






<PAGE>   14
                                       8


                 "Base Rate" means a fluctuating interest rate per annum in
         effect from time to time, which rate per annum shall at all times be
         equal to the highest of:

                          (a)     the rate of interest announced publicly by
                 Citibank in New York, New York, from time to time, as
                 Citibank's base rate;

                          (b)     the sum (adjusted to the nearest 1/4 of 1%
                 or, if there is no nearest 1/4 of 1%, to the next higher 1/4
                 of 1%) of (i) 1/2 of 1% per annum, plus (ii) the rate obtained
                 by dividing (A) the latest three-week moving average of
                 secondary market morning offering rates in the United States
                 for three-month certificates of deposit of major United States
                 money market banks, such three-week moving average (adjusted
                 to the basis of a year of 360 days) being determined weekly on
                 each Monday (or, if such day is not a Business Day, on the
                 next succeeding Business Day) for the three-week period ending
                 on the previous Friday by Citibank on the basis of such rates
                 reported by certificate of deposit dealers to and published by
                 the Federal Reserve Bank of New York or, if such publication
                 shall be suspended or terminated, on the basis of quotations
                 for such rates received by Citibank from three New York
                 certificate of deposit dealers of recognized standing selected
                 by Citibank, by (B) a percentage equal to 100% minus the
                 average of the daily percentages specified during such
                 three-week period by the Board of Governors of the Federal
                 Reserve System (or any successor) for determining the maximum
                 reserve requirement (including, but not limited to, any
                 emergency, supplemental or other marginal reserve requirement)
                 for Citibank with respect to liabilities consisting of or
                 including (among other liabilities) three-month U.S. dollar
                 non-personal time deposits in the United States, plus (iii)
                 the average during such three-week period of the annual
                 assessment rates estimated by Citibank for determining the
                 then current annual assessment payable by Citibank to the
                 Federal Deposit Insurance Corporation (or any successor) for
                 insuring U.S. dollar deposits of Citibank in the United
                 States; and

                          (c)     1/2 of 1% per annum above the Federal Funds 
                 Rate.

                 "Base Rate Advance" means an Advance that bears interest as
         provided in Section 2.07(a)(i).

                 "Blocked Accounts" has the meaning specified in the Security
         Agreement.

                 "Borrower" has the meaning specified in the recital of parties
         to this Agreement.

                 "Borrower's Account" means the account of the Borrower
         maintained by the Borrower with The Chase Manhattan Bank, N.A. at its
         office at One Chase Plaza, New York, New York 10081, Account No.
         001-71281-9-01 or such other account of






<PAGE>   15
                                       9

         the Borrower maintained by the Borrower in the United States as the
         Borrower shall designate in writing to the Administrative Agent.

                 "Borrowing" means a Term Loan Borrowing, an AXELs Series A
         Borrowing, an AXELs Series B Borrowing, a Working Capital Borrowing or
         an Acquisition Borrowing.

                 "Business Day" means a day of the year on which banks are not
         required or authorized by law to close in New York City and, if the
         applicable Business Day relates to any Eurodollar Rate Advances, on
         which dealings in U.S. dollar deposits are carried on in the London
         interbank market.

                 "Capital Expenditures" means, for any Person for any period,
         the sum of (a) all expenditures made, directly or indirectly, by such
         Person or any of its Subsidiaries during such period for equipment,
         fixed assets, real property or improvements, or for replacements or
         substitutions therefor or additions thereto, that have been or should
         be, in accordance with GAAP, reflected as additions to property, plant
         or equipment on a Consolidated balance sheet of such Person or have a
         useful life of more than one year plus (b) the aggregate principal
         amount of all Debt (including Obligations under Capitalized Leases)
         assumed or incurred in connection with any such expenditures;
         provided, however, that the following shall in any event be excluded
         from the definition of Capital Expenditures:  any such expenditures
         made with, or subsequently reimbursed out of, the proceeds of
         insurance, condemnation awards (or payments in lieu thereof),
         indemnity payments or payments in respect of judgments or settlements
         received from third parties for purposes of replacing or repairing the
         assets in respect of which such proceeds, awards or payments were
         received, so long as such expenditures are commenced within 3 months
         of the later of the occurrence of the damage to or loss of the assets
         being replaced or repaired and the receipt of such proceeds, awards or
         payments in respect thereof; provided further, however, that
         notwithstanding anything contained herein, Capital Expenditures shall
         not include any Investments.

                 "Capitalized Leases" means all leases that have been or should
         be, in accordance with GAAP, recorded as capitalized leases.

                 "Cash Collateral Account" has the meaning specified in the
         Security Agreement.

                 "Cash Equivalents" means any of the following, to the extent
         owned by the Borrower or any of its Subsidiaries free and clear of all
         Liens other than Liens created under the Collateral Documents and
         having a maturity of not greater than 90 days from the date of
         acquisition thereof:  (a) readily marketable direct obligations of the
         Government of the United States or any agency or instrumentality
         thereof or obligations unconditionally guaranteed by the full faith
         and credit of the Government of the United States, (b) insured
         certificates of deposit of or time deposits with any






<PAGE>   16
                                       10

         commercial bank that is a Lender Party or a member of the Federal
         Reserve System, issues (or the parent of which issues) commercial
         paper rated as described in clause (c), is organized under the laws of
         the United States or any State thereof and has combined capital and
         surplus of at least $1 billion, (c) commercial paper in an aggregate
         amount of no more than $10,000,000 per issuer outstanding at any time,
         issued by any corporation organized under the laws of any State of the
         United States and rated at least "Prime-1" (or the then equivalent
         grade) by Moody's Investors Service, Inc. or "A-1" (or the then
         equivalent grade) by Standard & Poor's Ratings Group or (d)
         Investments in money market funds that invest primarily in Cash
         Equivalents of the types described in clauses (a), (b) and (c) above.

                 "CERCLA" means the Comprehensive Environmental Response,
         Compensation and Liability Act of 1980, as amended from time to time.

                 "CERCLIS" means the Comprehensive Environmental Response,
         Compensation and Liability Information System maintained by the U.S.
         Environmental Protection Agency.

                 "Change of Control" means the occurrence of any of the
         following:  (a) at any time prior to an IPO, the Goldman Investors
         shall at any time for any reason cease to own beneficially Voting
         Stock of Parent representing 51% or more of the combined voting power
         of all Voting Stock of Parent; (b) at any time after an IPO, the
         Goldman Investors shall at any time for any reason cease to own
         beneficially Voting Stock of Parent representing 35% or more of the
         combined voting power of all Voting Stock of Parent; (c) at any time
         after an IPO, any Person or two or more Persons acting in concert
         other than the Goldman Investors shall have acquired at any time
         beneficial ownership (within the meaning of Rule 13d-3 of the
         Securities and Exchange Commission under the Securities Exchange Act
         of 1934), directly or indirectly, of Voting Stock of Parent (or other
         securities convertible into such Voting Stock) representing more of
         the combined voting power of all Voting Stock of Parent than is
         beneficially owned by the Goldman Investors at such time; (d) during
         any period of up to 24 consecutive months, commencing after the First
         Closing Date, individuals who at the beginning of such 24-month period
         were directors of Parent shall cease for any reason to constitute a
         majority of the board of directors of Parent (except to the extent
         that individuals who at the beginning of such 24-month period were
         replaced by individuals (x) elected by a majority of the remaining
         members of the board of directors of Parent or (y) nominated for
         election by a majority of the remaining members of the board of
         directors of Parent and thereafter elected as directors by the
         shareholders of Parent); or (e) a "Change of Control" as defined in
         the Senior Subordinated Notes Indenture or the Senior Subordinated
         Discount Notes Indenture.

                 "China Joint Venture" means AMF Garden Hotel Bowling Center
         Company, a company organized under the laws of the People's Republic
         of China by AMF Bowling Centers (China) Company, a Subsidiary of the
         Borrower, and the Guangzhou Garden Hotel.






<PAGE>   17
                                       11


                 "Citibank" has the meaning specified in the recital of parties
         to this Agreement.

                 "Citicorp" has the meaning specified in the recital of parties
         to this Agreement.

                 "Collateral" means all "Collateral" referred to in the
         Collateral Documents and all other property that is or is intended to
         be subject to any Lien in favor of the Collateral Agent for the
         benefit of the Secured Parties.

                 "Collateral Agent" has the meaning specified in the recital of
         parties to this Agreement.

                 "Collateral Documents" means the Security Agreement, the
         Intellectual Property Security Agreement, the Mortgages and any other
         agreement that creates or purports to create a Lien in favor of the
         Collateral Agent for the benefit of the Secured Parties.

                 "Commitment" means a Term Loan Commitment, an AXELs Series A
         Commitment, an AXELs Series B Commitment, a Working Capital
         Commitment, an Acquisition Commitment or a Letter of Credit
         Commitment.

                 "Company" has the meaning specified in the Preliminary
         Statements.

                 "Confidential Information" means information that the Borrower
         furnishes to any Agent or any Lender Party in a writing designated as
         confidential but does not include any such information that is or
         becomes generally available to the public other than as a result of a
         breach by any Agent or any Lender Party of its obligations hereunder
         or that is or becomes available to such Agent or such Lender Party
         from a source other than the Borrower that is not, to the best of such
         Agent's or such Lender Party's knowledge, acting in violation of a
         confidentiality agreement with the Borrower.

                 "Consolidated" refers to the consolidation of accounts in
         accordance with GAAP.

                 "Conversion", "Convert" and "Converted" each refer to a
         conversion of Advances of one Type into Advances of the other Type
         pursuant to Section 2.09 or 2.10.

                 "Current Assets" of any Person means all assets of such Person
         that would, in accordance with GAAP, be classified as current assets
         of a company conducting a business the same as or similar to that of
         such Person, after deducting adequate reserves in each case in which a
         reserve is proper in accordance with GAAP.






<PAGE>   18
                                       12

                 "Current Liabilities" of any Person means (a) all Debt of such
         Person that by its terms is payable on demand or matures within one
         year after the date of determination (excluding any Debt renewable or
         extendible, at the option of such Person, to a date more than one year
         from such date or arising under a revolving credit or similar
         agreement that obligates the lender or lenders to extend credit during
         a period of more than one year from such date), (b) all amounts of
         Funded Debt of such Person required to be paid or prepaid within one
         year after such date and (c) all other items (including taxes accrued
         as estimated) that in accordance with GAAP would be classified as
         current liabilities of such Person.

                 "Debt" of any Person means, without duplication, (a) all
         indebtedness of such Person for borrowed money, (b) all Obligations of
         such Person for the deferred purchase price of property or services
         (other than trade payables not overdue by more than 60 days incurred
         in the ordinary course of such Person's business), (c) all Obligations
         of such Person evidenced by notes, bonds, debentures or other similar
         instruments, (d) all Obligations of such Person created or arising
         under any conditional sale or other title retention agreement with
         respect to property acquired by such Person (even though the rights
         and remedies of the seller or lender under such agreement in the event
         of default are limited to repossession or sale of such property), (e)
         all Obligations of such Person as lessee under Capitalized Leases, (f)
         all Obligations, contingent or otherwise, of such Person under
         acceptance, letter of credit or similar facilities, (g) all
         Obligations, contingent or otherwise, of such Person to purchase,
         redeem, retire, defease or otherwise make any payment in respect of
         any capital stock of or other ownership or profit interest in such
         Person or any other Person or any warrants, rights or options to
         acquire such capital stock, valued, in the case of Redeemable
         Preferred Stock, at the greater of its voluntary or involuntary
         liquidation preference plus accrued and unpaid dividends, (h) all
         Obligations of such Person in respect of Hedge Agreements, (i) all
         Obligations of such Person in respect of long-term non-competition
         agreements or arrangements, (j) all Debt of others referred to in
         clauses (a) through (i) above or clause (k) below guaranteed directly
         or indirectly in any manner by such Person, or in effect guaranteed
         directly or indirectly by such Person through an agreement (i) to pay
         or purchase such Debt or to advance or supply funds for the payment or
         purchase of such Debt, (ii) to purchase, sell or lease (as lessee or
         lessor) property, or to purchase or sell services, primarily for the
         purpose of enabling the debtor to make payment of such Debt or to
         assure the holder of such Debt against loss, (iii) to supply funds to
         or in any other manner invest in the debtor (including any agreement
         to pay for property or services irrespective of whether such property
         is received or such services are rendered) or (iv) otherwise to assure
         a creditor against loss, and (k) all Debt referred to in clauses (a)
         through (j) above of another Person secured by (or for which the
         holder of such Debt has an existing right, contingent or otherwise, to
         be secured by) any Lien on property (including, without limitation,
         accounts and contract rights) owned by such Person, even though such
         Person has not assumed or become liable for the payment of such Debt.






<PAGE>   19
                                       13

                 "Default" means any Event of Default or any event that would
         constitute an Event of Default but for the requirement that notice be
         given or time elapse or both.

                 "Defaulted Advance" means, with respect to any Lender Party at
         any time, the portion of any Advance required to be made by such
         Lender Party to the Borrower pursuant to Section 2.01 or 2.02 at or
         prior to such time which has not been made by such Lender Party or by
         the Administrative Agent for the account of such Lender Party pursuant
         to Section 2.02(d) as of such time.  In the event that a portion of a
         Defaulted Advance shall be deemed made pursuant to Section 2.15(a),
         the remaining portion of such Defaulted Advance shall be considered a
         Defaulted Advance originally required to be made pursuant to Section
         2.01 on the same date as the Defaulted Advance so deemed made in part.

                 "Defaulted Amount" means, with respect to any Lender Party at
         any time, any amount required to be paid by such Lender Party to any
         Agent or any other Lender Party hereunder or under any other Loan
         Document at or prior to such time which has not been so paid as of
         such time, including, without limitation, any amount required to be
         paid by such Lender Party to (a) any Issuing Bank pursuant to Section
         2.03(c) to purchase a portion of a Letter of Credit Advance made by
         such Issuing Bank, (b) the Administrative Agent pursuant to Section
         2.02(d) to reimburse the Administrative Agent for the amount of any
         Advance made by the Administrative Agent for the account of such
         Lender Party, (c) any other Lender Party pursuant to Section 2.13 to
         purchase any participation in Advances owing to such other Lender
         Party and (d) any Agent or any Issuing Bank pursuant to Section 7.05
         to reimburse such Agent or such Issuing Bank for such Lender Party's
         ratable share of any amount required to be paid by the Lender Parties
         to such Agent or such Issuing Bank as provided therein.  In the event
         that a portion of a Defaulted Amount shall be deemed paid pursuant to
         Section 2.15(b), the remaining portion of such Defaulted Amount shall
         be considered a Defaulted Amount originally required to be paid
         hereunder or under any other Loan Document on the same date as the
         Defaulted Amount so deemed paid in part.

                 "Defaulting Lender" means, at any time, any Lender Party that,
         at such time, (a) owes a Defaulted Advance or a Defaulted Amount or
         (b) shall take any action or be the subject of any action or
         proceeding of a type described in Section 6.01(f).

                 "Designated Financial Officer" means any of the President or
         Vice President-Finance of AMF Bowling or AMF Bowling Centers or the
         chief financial officer of the Borrower.

                 "Domestic Lending Office" means, with respect to any Lender
         Party, the office of such Lender Party specified as its "Domestic
         Lending Office" opposite its name on Schedule I hereto or in the
         Assignment and Acceptance pursuant to which it became a Lender Party,
         as the case may be, or such other office of such Lender Party






<PAGE>   20
                                       14

         as such Lender Party may from time to time specify to the Borrower and
         the Administrative Agent.

                 "EBITDA" means, for any Person, for any period, the sum,
         determined on a Consolidated basis and without duplication, of (a) net
         income (or net loss), (b) interest expense, (c) income tax expense,
         (d) depreciation expense, (e) amortization expense, (f) the aggregate
         amount of a one-time bonus and "phantom" stock payments (and payroll
         taxes associated therewith) made, in each case, to employees, former
         employees, former owners and former consultants of the Company and its
         Subsidiaries and the aggregate amount of professional and similar fees
         incurred by the Sellers in connection with the Acquisition, provided
         that, in each case, such amount shall have been funded by the Sellers
         at or prior to the consummation of the Acquisition, (g) non-cash
         foreign exchange losses, if any, (h) extraordinary or non-recurring
         losses, if any, included in determining such net income (or net loss),
         (i) other non-operating expense, if any, included in determining such
         net income (or net loss), and (j) Other Additions for such period,
         less the sum of (i) non-cash foreign exchange gains, if any, (ii)
         extraordinary or non-recurring gains, if any, included in determining
         such net income (or net loss), and (iii) other non-operating income,
         if any, included in determining such net income (or net loss), in each
         case of such Person and its Subsidiaries, determined, except in the
         case of clause (j) above, in accordance with GAAP for such period.

                 "EBITDA Adjustment Amount" means, at any time of
         determination, an amount equal to 80% of the aggregate amount of the
         EBITDA of each bowling center acquired or constructed by the Borrower
         or any of its Subsidiaries after the First Closing Date and acquired
         or constructed at least 15 months prior to such time of determination,
         as reflected in the certificate most recently required to be furnished
         to the Lender Parties pursuant to Section 5.03(b) or (c), as the case
         may be, provided that for purposes hereof, the time of any such
         acquisition shall be the date of consummation of such acquisition and
         the time of any such construction shall be the date of the opening of
         such bowling center for business.

                 "ECF Percentage" means 75%, or, if the Total Debt/EBITDA Ratio
         for the immediately preceding 12-month period reflected in the
         relevant Financial Statements shall be less than 4.0:1 and the
         Administrative Agent shall have received a certificate of a Designated
         Financial Officer demonstrating such ratio, 50%.

                 "Eligible Assignee" means (a) with respect to any Facility
         (other than the Letter of Credit Facility), (i) a Lender; (ii) an
         Affiliate of a Lender; (iii) a commercial bank organized under the
         laws of the United States, or any State thereof, and having a combined
         capital and surplus of at least $500,000,000, in the case of the
         Acquisition Facility and the Working Capital Facility, and at least
         $100,000,000, in the case of the Term Loan Facility, the AXELs Series
         A Facility and the AXELs Series B Facility; (iv) a savings and loan
         association or savings bank organized under the laws of the United
         States, or any State thereof, and having a combined capital and






<PAGE>   21
                                       15

         surplus of at least $500,000,000, in the case of the Acquisition
         Facility and the Working Capital Facility, and at least $100,000,000,
         in the case of the Term Loan Facility, the AXELs Series A Facility and
         the AXELs Series B Facility; (v) a commercial bank organized under the
         laws of any other country that is a member of the OECD or has
         concluded special lending arrangements with the International Monetary
         Fund associated with its General Arrangements to Borrow, or a
         political subdivision of any such country, and having a combined
         capital and surplus of at least $500,000,000, in the case of the
         Acquisition Facility and the Working Capital Facility, and at least
         $100,000,000, in the case of the Term Loan Facility, the AXELs Series
         A Facility and the AXELs Series B Facility, so long as such bank is
         acting through a branch or agency located in the United States; (vi)
         the central bank of any country that is a member of the OECD; (vii) a
         finance company, insurance company or other financial institution or
         fund (whether a corporation, partnership, trust or other entity) that
         is engaged in making, purchasing or otherwise investing in commercial
         loans in the ordinary course of its business and having a combined
         capital and surplus of at least $500,000,000, in the case of the
         Acquisition Facility and the Working Capital Facility, and at least
         $100,000,000, in the case of the Term Loan Facility, the AXELs Series
         A Facility and the AXELs Series B Facility; and (viii) any other
         Person approved by the Administrative Agent and the Borrower, such
         approval not to be unreasonably withheld or delayed, and (b) with
         respect to the Letter of Credit Facility, a Person that is an Eligible
         Assignee under subclause (iii) or (v) of clause (a) of this definition
         and is approved by the Administrative Agent and, so long as no Default
         shall have occurred and be continuing, by the Borrower, such approval
         not to be unreasonably withheld or delayed; provided, however, that
         neither any Loan Party nor any Affiliate of a Loan Party shall qualify
         as an Eligible Assignee under this definition.

                 "Environmental Action" means any action, suit, demand, demand
         letter, claim, notice of non-compliance or violation, notice of
         liability or potential liability, investigation, proceeding, consent
         order or consent agreement pursuant to any Environmental Law or any
         Environmental Permit or relating to any Hazardous Material, including,
         without limitation, (a) by any governmental or regulatory authority
         for enforcement, cleanup, removal, response, remedial or other actions
         or damages and (b) by any governmental or regulatory authority or
         third party for damages, contribution, indemnification, cost recovery,
         compensation or injunctive relief.

                 "Environmental Law" means any applicable federal, state, local
         or foreign statute, law, ordinance, rule, regulation, code, order,
         writ, judgment, injunction, decree, judicial decision, or agency
         interpretation, policy or guidance that has the force and effect of
         law, relating to pollution or protection of the environment, public
         health, safety or natural resources, including, without limitation,
         those relating to the use, handling, transportation, treatment,
         storage, disposal, release or discharge of Hazardous Materials.






<PAGE>   22
                                       16

                 "Environmental Permit" means any permit, approval,
         identification number, license or other authorization from any
         governmental or regulatory authority required under any Environmental
         Law.

                 "Equity Investors" means the Persons listed under the caption
         "Equity Investors" on Schedule 4.01(a).

                 "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended from time to time, and the regulations promulgated
         and rulings issued thereunder.

                 "ERISA Affiliate" means any Person that for purposes of Title
         IV of ERISA is a member of the controlled group of any Loan Party, or
         under common control with any Loan Party, within the meaning of
         Section 414 of the Internal Revenue Code.

                 "ERISA Event" means (a) (i) the occurrence of a reportable
         event, within the meaning of Section 4043 of ERISA, with respect to
         any Plan unless the 30-day notice requirement with respect to such
         event has been waived by the PBGC, or (ii) the requirements of
         subsection (1) of Section 4043(b) of ERISA (without regard to
         subsection (2) of such Section) are met with respect to a contributing
         sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an
         event described in paragraph (9), (10), (11), (12) or (13) of Section
         4043(c) of ERISA is reasonably expected to occur with respect to such
         Plan within the following 30 days; (b) the application for a minimum
         funding waiver with respect to a Plan; (c) the provision by the
         administrator of any Plan of a notice of intent to terminate such
         Plan, pursuant to Section 4041(a)(2) of ERISA (including any such
         notice with respect to a plan amendment referred to in Section 4041(e)
         of ERISA); (d) the cessation of operations at a facility of any Loan
         Party or any ERISA Affiliate in the circumstances described in Section
         4062(e) of ERISA; (e) the withdrawal by any Loan Party or any ERISA
         Affiliate from a Multiple Employer Plan during a plan year for which
         it was a substantial employer, as defined in Section 4001(a)(2) of
         ERISA; (f) the conditions for imposition of a lien under Section
         302(f) of ERISA shall have been met with respect to any Plan; (g) the
         adoption of an amendment to a Plan requiring the provision of security
         to such Plan pursuant to Section 307 of ERISA; or (h) the institution
         by the PBGC of proceedings to terminate a Plan pursuant to Section
         4042 of ERISA, or the occurrence of any event or condition described
         in Section 4042 of ERISA that constitutes grounds for the termination
         of, or the appointment of a trustee to administer, such Plan.

                 "Eurocurrency Liabilities" has the meaning specified in
         Regulation D of the Board of Governors of the Federal Reserve System,
         as in effect from time to time.

                 "Eurodollar Lending Office" means, with respect to any Lender
         Party, the office of such Lender Party specified as its "Eurodollar
         Lending Office" opposite its name on Schedule I hereto or in the
         Assignment and Acceptance pursuant to which it






<PAGE>   23
                                       17

         became a Lender Party (or, if no such office is specified, its
         Domestic Lending Office), or such other office of such Lender Party as
         such Lender Party may from time to time specify to the Borrower and
         the Administrative Agent.

                 "Eurodollar Rate" means, for any Interest Period for all
         Eurodollar Rate Advances comprising part of the same Borrowing, an
         interest rate per annum equal to the rate per annum obtained by
         dividing (a) the rate per annum at which deposits in U.S. dollars are
         offered by the principal office of Citibank in London, England to
         prime banks in the London interbank market at 11:00 A.M. (London time)
         two Business Days before the first day of such Interest Period in an
         amount substantially equal to Citibank's Eurodollar Rate Advance
         comprising part of such Borrowing to be outstanding during such
         Interest Period (or, if Citibank shall not have such a Eurodollar Rate
         Advance, $1,000,000) and for a period equal to such Interest Period by
         (b) a percentage equal to 100% minus the Eurodollar Rate Reserve
         Percentage for such Interest Period.

                 "Eurodollar Rate Advance" means an Advance that bears interest
         as provided in Section 2.07(a)(ii).

                 "Eurodollar Rate Reserve Percentage" for any Interest Period
         for all Eurodollar Rate Advances comprising part of the same Borrowing
         means the reserve percentage applicable two Business Days before the
         first day of such Interest Period under regulations issued from time
         to time by the Board of Governors of the Federal Reserve System (or
         any successor) for determining the maximum reserve requirement
         (including, without limitation, any emergency, supplemental or other
         marginal reserve requirement) for a member bank of the Federal Reserve
         System in New York City with respect to liabilities or assets
         consisting of or including Eurocurrency Liabilities (or with respect
         to any other category of liabilities that includes deposits by
         reference to which the interest rate on Eurodollar Rate Advances is
         determined) having a term equal to such Interest Period.

                 "Events of Default" has the meaning specified in Section 6.01.

                 "Excess Cash Flow" means, for any Fiscal Year (which, in the
         case of the Fiscal Year ending December 31, 1996, shall mean the
         period from May 1, 1996 to December 31, 1996 for purposes of this
         definition), determined in accordance with GAAP for the Borrower and
         its Subsidiaries on a Consolidated basis and without duplication:

                          (a)     Consolidated EBITDA of the Borrower and its
                 Subsidiaries for such Fiscal Year less (to the extent included
                 in the calculation of EBITDA) any Extraordinary Receipts
                 received by the Borrower or any of its Subsidiaries during
                 such Fiscal Year less extraordinary or non-recurring cash
                 losses in such Fiscal Year plus extraordinary or non-recurring
                 cash gains in such Fiscal Year, less






<PAGE>   24
                                       18


                          (b)     the sum of

                                  (i)      Consolidated cash interest expense
                          payable by the Borrower and its Subsidiaries in such
                          Fiscal Year plus

                                  (ii)     the aggregate amount of Capital
                          Expenditures made pursuant to Section 5.02(q) by the
                          Borrower and its Subsidiaries during such Fiscal Year
                          (but not exceeding the amount permitted to be made in
                          such Fiscal Year pursuant to Section 5.02(q)) plus

                                  (iii)    optional prepayments and scheduled
                          payments of principal of Debt of the Borrower and its
                          Subsidiaries in such Fiscal Year (including, without
                          limitation, prepayments of the Working Capital
                          Facility to the extent that the Working Capital
                          Facility is permanently reduced) plus

                                  (iv)     cash taxes paid by the Borrower and 
                          its Subsidiaries in such Fiscal Year plus

                          (c)     if there was a net increase in Consolidated
                 Current Liabilities of the Borrower and its Subsidiaries
                 during such Fiscal Year, the amount of such net increase plus

                          (d)     if there was a net decrease in Consolidated
                 Current Assets (excluding cash and Cash Equivalents) of the
                 Borrower and its Subsidiaries during such Fiscal Year, the
                 amount of such net decrease less

                          (e)      if there was a net decrease in Consolidated
                 Current Liabilities of the Borrower and its Subsidiaries
                 during such Fiscal Year, the amount of such net decrease less

                          (f)     if there was a net increase in Consolidated
                 Current Assets (excluding cash and Cash Equivalents) of the
                 Borrower and its Subsidiaries during such Fiscal Year, the
                 amount of such net increase less

                          (g)     (i) for any Fiscal Year ending on or prior to
                 December 31, 1997, an amount equal to the product of (A) the
                 Support Amount for such Fiscal Year and (B) 0.803654, but not,
                 under this clause (g)(i), to exceed $14,063,946.68 in the
                 aggregate from and after the First Closing Date, and (ii) for
                 any Fiscal Year ending thereafter, zero.






<PAGE>   25
                                       19

                 "Excess Cash Flow Amount" means (a) for each of the first two
         Fiscal Years ending after the First Closing Date, an amount equal to
         the lesser of (i) the amount by which Excess Cash Flow for such Fiscal
         Year exceeds $10,000,000 and (ii) an amount equal to the product of
         the ECF Percentage and Excess Cash Flow for such Fiscal Year, (b) for
         the third Fiscal Year ending after the First Closing Date, an amount
         equal to the lesser of (i) the amount by which Excess Cash Flow for
         such Fiscal Year exceeds $20,000,000 and (ii) an amount equal to the
         product of the ECF Percentage and Excess Cash Flow for such Fiscal
         Year and (c) for each Fiscal Year ending thereafter, an amount equal
         to the product of the ECF Percentage and Excess Cash Flow for such
         Fiscal Year.

                 "Existing AXELs Series B Advance" has the meaning specified in
         Section 2.01(c).

                 "Existing AXELs Series B Commitment" means, with respect to
         any Existing AXELs Series B Lender at any time, the amount set forth
         opposite such Lender's name on Schedule I hereto under the caption
         "Existing AXELs Series B Commitment" or, if such Lender has entered
         into one or more Assignments and Acceptances, set forth for such
         Lender in the Register maintained by the Administrative Agent pursuant
         to Section 8.07(d) as such Lender's "Existing AXELs Series B
         Commitment", as such amount may be reduced at or prior to such time
         pursuant to Section 2.05.

                 "Existing AXELs Series B Lender" means any Lender that has an
         Existing AXELs Series B Commitment.

                 "Existing Debt" means Debt of the Company and its Subsidiaries
         outstanding immediately before giving effect to the Acquisition.

                 "Extraordinary Receipt" means any cash received by or paid to
         or for the account of any Person consisting of tax refunds, pension
         plan reversions, proceeds of insurance (other than proceeds of
         business interruption insurance to the extent such proceeds constitute
         compensation for lost earnings), condemnation awards (and payments in
         lieu thereof), indemnity payments and payments in respect of judgments
         (including, without limitation, punitive damages); provided, however,
         that an Extraordinary Receipt shall not include cash receipts received
         from proceeds of insurance, condemnation awards (or payments in lieu
         thereof), indemnity payments or payments in respect of judgments or
         settlements (i) to the extent that such proceeds, awards or payments
         in respect of loss or damage to equipment, fixed assets or real
         property are applied to replace or repair such equipment, fixed assets
         or real property to the extent such replacement or repair is not
         prohibited under the terms of the Collateral Documents, so long as
         such application is commenced within 3 months






<PAGE>   26
                                       20

         after the later of the occurrence of such loss or damage and the
         receipt of such proceeds, awards or payments in respect thereof or
         (ii) to the extent that such proceeds, awards or payments reimburse
         such Person for the prior payment of out-of-pocket costs.

                 "Facility" means the Term Loan Facility, the AXELs Series A
         Facility, the AXELs Series B Facility, the Acquisition Facility, the
         Working Capital Facility or the Letter of Credit Facility.

                 "Federal Funds Rate" means, for any period, a fluctuating
         interest rate per annum equal for each day during such period to the
         weighted average of the rates on overnight Federal funds transactions
         with members of the Federal Reserve System arranged by Federal funds
         brokers, as published for such day (or, if such day is not a Business
         Day, for the next preceding Business Day) by the Federal Reserve Bank
         of New York, or, if such rate is not so published for any day that is
         a Business Day, the average of the quotations for such day for such
         transactions received by the Administrative Agent from three Federal
         funds brokers of recognized standing selected by it.

                 "Financial Statements" means, at any time, the most recent
         financial statements furnished, or required to be furnished, by the
         Borrower to the Lender Parties pursuant to Section 5.03(b) or (c), as
         the case may be.

                 "First Closing Date" means May 1, 1996, the date on which the
         Initial Extension of Credit occurred following satisfaction or waiver
         of the conditions set forth in Sections 3.01 and 3.02.

                 "First Prepayment Date" has the meaning specified in Section
         2.06(b)(iv).

                 "Fiscal Year" means (except as otherwise stated in the
         definition of Excess Cash Flow in this Section 1.01 and in Section
         5.02(q)) a fiscal year of the Borrower and its Consolidated
         Subsidiaries ending on December 31 in any calendar year.

                 "Foreign Subsidiary" means a Subsidiary of the Borrower
         organized under the laws of a country other than the United States or
         any State thereof.

                 "Funded Debt" of any Person means Debt in respect of the
         Advances, in the case of the Borrower, and all other Debt of such
         Person that by its terms matures more than one year after the date of
         its creation or matures within one year from such date but is
         renewable or extendible, at the option of such Person, to a date more
         than one year after such date or arises under a revolving credit or
         similar agreement that obligates the lender or lenders to extend
         credit during a period of more than one year






<PAGE>   27
                                       21

         after such date, including, without limitation, all amounts of Funded
         Debt of such Person required to be paid or prepaid within one year
         after the date of determination.

                 "GAAP" has the meaning specified in Section 1.03.

                 "Goldman" has the meaning specified in the recital of parties
         to this Agreement.

                 "Goldman Investors" has the meaning specified in the
         Preliminary Statements.

                 "Guaranties" means the Holdings Guaranty, the Subsidiary
         Guaranty and any other guaranty delivered pursuant to Section 5.01(n).

                 "Guarantors" means Holdings and the Subsidiary Guarantors.

                 "Hazardous Materials" means (a) petroleum or petroleum
         products, by-products or breakdown products, radioactive materials,
         asbestos-containing materials, polychlorinated biphenyls and radon gas
         and (b) any other chemicals, materials or substances designated,
         classified or regulated as hazardous or toxic or as a pollutant or
         contaminant under any Environmental Law.

                 "Hedge Agreements" means interest rate swap, cap or collar
         agreements, interest rate future or option contracts, currency swap
         agreements, currency future or option contracts and other similar
         agreements.

                 "Hedge Bank" means any Lender Party or any of its Affiliates in
         its capacity as a party to a Bank Hedge Agreement.

                 "Holdings" has the meaning specified in the Preliminary
         Statements.

                 "Holdings Guaranty" has the meaning specified in Section
         3.01(p)(x).

                 "Indemnified Party" has the meaning specified in Section
         8.04(b).

                 "Information Memorandum" means the information memorandum
         dated February 1996 relating to the Borrower and the Company and used
         by the Arrangers and the Syndication Agent in connection with the
         syndication of the Commitments, as amended or supplemented from time
         to time in writing.

                 "Initial Extension of Credit" means the earlier to occur of
         the initial Borrowing and the initial issuance of a Letter of Credit
         under the Existing Credit Agreement.






<PAGE>   28
                                       22


                 "Initial Issuing Banks" has the meaning specified in the
         recital of parties to this Agreement.

                 "Initial Lenders" has the meaning specified in the recital of
         parties to this Agreement.

                 "Insufficiency" means, with respect to any Plan, the amount,
         if any, of its unfunded benefit liabilities, as defined in Section
         4001(a)(18) of ERISA.

                 "Intellectual Property Security Agreement" has the meaning
         specified in Section 3.01(p)(viii).

                 "Interest Period" means, for each Eurodollar Rate Advance
         comprising part of the same Borrowing, the period commencing on the
         date of such Eurodollar Rate Advance or the date of the Conversion of
         any Base Rate Advance into such Eurodollar Rate Advance, and ending on
         the last day of the period selected by the Borrower pursuant to the
         provisions below and, thereafter, each subsequent period commencing on
         the last day of the immediately preceding Interest Period and ending
         on the last day of the period selected by the Borrower pursuant to the
         provisions below.  The duration of each such Interest Period shall be
         one, two, three or six months, as the Borrower may, upon notice
         received by the Administrative Agent not later than 11:00 A.M. (New
         York City time) on the third Business Day prior to the first day of
         such Interest Period, select; provided, however, that:

                          (a)     the Borrower may not select any Interest
                 Period with respect to any Eurodollar Rate Advance under a
                 Facility that ends after any principal repayment installment
                 date for such Facility unless, after giving effect to such
                 selection, the aggregate principal amount of Base Rate
                 Advances and of Eurodollar Rate Advances having Interest
                 Periods that end on or prior to such principal repayment
                 installment date for such Facility shall be at least equal to
                 the aggregate principal amount of Advances under such Facility
                 due and payable on or prior to such date;

                          (b)     Interest Periods commencing on the same date
                 for Eurodollar Rate Advances comprising part of the same
                 Borrowing shall be of the same duration;

                          (c)     whenever the last day of any Interest Period
                 would otherwise occur on a day other than a Business Day, the
                 last day of such Interest Period shall be extended to occur on
                 the next succeeding Business Day, provided, however, that, if
                 such extension would cause the last day of such Interest






<PAGE>   29
                                       23

                 Period to occur in the next following calendar month, the last
                 day of such Interest Period shall occur on the next preceding
                 Business Day; and

                          (d)     whenever the first day of any Interest Period
                 occurs on a day of an initial calendar month for which there
                 is no numerically corresponding day in the calendar month that
                 succeeds such initial calendar month by the number of months
                 equal to the number of months in such Interest Period, such
                 Interest Period shall end on the last Business Day of such
                 succeeding calendar month.

                 "Internal Revenue Code" means the Internal Revenue Code of
         1986, as amended from time to time, and the regulations promulgated
         and rulings issued thereunder.

                 "Inventory" has the meaning specified in the Security
         Agreement.

                 "Investment" in any Person means any loan or advance to such
         Person, any purchase or other acquisition of any capital stock or
         other ownership or profit interest, warrants, rights, options,
         obligations or other securities or all or substantially all of the
         assets of such Person, any capital contribution to such Person or any
         other direct or indirect investment in such Person, including, without
         limitation, any arrangement pursuant to which the investor incurs Debt
         of the types referred to in clause (j) or (k) of the definition of
         "Debt" in respect of such Person, any acquisition by way of a merger
         or consolidation and any purchase or other acquisition or construction
         of bowling centers.

                 "IPO" means an initial public offering of common stock of
         Parent.

                 "Issuing Banks" means each Initial Issuing Bank, any other
         Working Capital Lender that has a Letter of Credit Commitment set
         forth opposite its name on Schedule I hereto, any other Working
         Capital Lender approved as an Issuing Bank by the Administrative Agent
         and, so long as no Default shall have occurred and be continuing, by
         the Borrower (such approval not to be unreasonably withheld or
         delayed) and each Eligible Assignee to which a Letter of Credit
         Commitment hereunder has been assigned pursuant to Section 8.07 so
         long as each such Working Capital Lender or Eligible Assignee
         expressly agrees to perform in accordance with their terms all of the
         obligations that by the terms of this Agreement are required to be
         performed by it as an Issuing Bank and notifies the Administrative
         Agent of its Applicable Lending Office and the amount of its Letter of
         Credit Commitment (which information shall be recorded by the
         Administrative Agent in the Register).

                 "L/C Cash Collateral Account" has the meaning specified in the
         Security Agreement.






<PAGE>   30
                                       24


                 "L/C Related Documents" has the meaning specified in Section
         2.04(f)(ii).

                 "Lender Party" means any Lender or any Issuing Bank.

                 "Lenders" means the Initial Lenders and each Person that shall
         become a Lender hereunder pursuant to Section 8.07.

                 "Letter of Credit Advance" means an advance made by any
         Issuing Bank or any Working Capital Lender pursuant to Section
         2.03(c).

                 "Letter of Credit Agreement" has the meaning specified in
         Section 2.03(a).

                 "Letter of Credit Commitment" means, with respect to any
         Issuing Bank at any time, the amount set forth opposite such Issuing
         Bank's name on Schedule I hereto under the caption "Letter of Credit
         Commitment" or, if such Issuing Bank has entered into one or more
         Assignments and Acceptances, set forth for such Issuing Bank in the
         Register maintained by the Administrative Agent pursuant to Section
         8.07(d) as such Issuing Bank's "Letter of Credit Commitment", as such
         amount may be reduced at or prior to such time pursuant to Section
         2.05.

                 "Letter of Credit Facility" means, at any time, an amount
         equal to the lesser of (a) the aggregate amount of the Issuing Banks'
         Letter of Credit Commitments at such time and (b) $10,000,000, as such
         amount may be reduced at or prior to such time pursuant to Section
         2.05.

                 "Letters of Credit" has the meaning specified in Section
         2.01(f).

                 "Lien" means any lien, security interest or other charge or
         encumbrance of any kind, or any other type of preferential
         arrangement, including, without limitation, the lien or retained
         security title of a conditional vendor and any easement, right of way
         or other encumbrance on title to real property.

                 "Loan Documents" means (a) for purposes of this Agreement and
         the Notes and any amendment or modification hereof or thereof and for
         all other purposes other than for purposes of the Guaranties and the
         Collateral Documents, (i) this Agreement, (ii) the Notes, (iii) the
         Guaranties, (iv) the Collateral Documents, (v) the Amendment Documents
         and (vi) each Letter of Credit Agreement and (b) for purposes of the
         Guaranties and the Collateral Documents, (i) this Agreement, (ii) the
         Notes, (iii) the Guaranties, (iv) the Collateral Documents, (v) the
         Amendment Documents, (vi) each Letter of Credit Agreement and (vii)
         each Bank Hedge Agreement, in each case as amended, supplemented or
         otherwise modified from time to time.






<PAGE>   31
                                       25

                 "Loan Parties" means the Company, the Borrower and the
         Guarantors.

                 "Margin Stock" has the meaning specified in Regulation U.

                 "Material Adverse Change" means any material adverse change in
         the business, condition (financial or otherwise), operations,
         performance, properties or prospects of Holdings or the Borrower, in
         each case together with its respective Subsidiaries, taken as a whole.

                 "Material Adverse Effect" means a material adverse effect on
         (a) the business, condition (financial or otherwise), operations,
         performance, properties or prospects of Holdings or the Borrower, in
         each case together with its respective Subsidiaries, taken as a whole,
         (b) the rights and remedies of any Agent or any Lender Party under any
         Loan Document or Related Document or (c) the ability of any Loan Party
         to perform its Obligations under any Loan Document (excluding
         Mortgages covering Collateral which, in the aggregate, is immaterial)
         or Related Document to which it is or is to be a party.

                 "Material Subsidiary" means, at any time, a Subsidiary of the
         Borrower having at least 5% of the total Consolidated assets of the
         Borrower and its Subsidiaries (determined as of the last day of the
         most recent fiscal quarter of the Borrower) or at least 5% of the
         total Consolidated revenues or net income of the Borrower and its
         Subsidiaries for the 12-month period ending on the last day of the
         most recent fiscal quarter of the Borrower; provided, however, that
         any Subsidiary formed or acquired after the last day of the most
         recent fiscal quarter of the Borrower that would have been a Material
         Subsidiary if it had been formed or acquired on or prior to the last
         day of such fiscal quarter shall be a Material Subsidiary for purposes
         hereof from and after the date of its formation or acquisition.

                 "Modified Consolidated EBITDA" means, for any Rolling Period,
         Consolidated EBITDA of the Borrower and its Subsidiaries for such
         Rolling Period, provided, however, that at any time of determination,
         (i) solely with respect to any constructed New Center, Modified
         Consolidated EBITDA shall be calculated using Adjusted EBITDA of such
         New Center and (ii) solely with respect to any New Center acquired
         within the immediately preceding 15 months, Modified Consolidated
         EBITDA shall be calculated using the actual EBITDA of such New Center
         for such Rolling Period (including, without limitation, for any
         portion of such Rolling Period that is prior to the date of
         acquisition of such New Center).

                 "Mortgage Policy" has the meaning specified in Section
         3.01(p)(ix).

                 "Mortgage Amendments" has the meaning specified in Section
         3.04(e)(vii).






<PAGE>   32
                                       26


                 "Mortgages" has the meaning specified in Section 3.01(p)(ix).

                 "Multiemployer Plan" means a multiemployer plan, as defined in
         Section 4001(a)(3) of ERISA, that is subject to ERISA and to which any
         Loan Party or any ERISA Affiliate is making or accruing an obligation
         to make contributions, or has within any of the preceding five plan
         years made or accrued an obligation to make contributions.

                 "Multiple Employer Plan" means a single employer plan, as
         defined in Section 4001(a)(15) of ERISA, that is subject to ERISA and
         that (a) is maintained for employees of any Loan Party or any ERISA
         Affiliate and at least one Person other than the Loan Parties and the
         ERISA Affiliates or (b) was so maintained and in respect of which any
         Loan Party or any ERISA Affiliate could have liability under Section
         4064 or 4069 of ERISA in the event such plan has been or were to be
         terminated.

                 "Net Cash Proceeds" means, with respect to any sale, lease,
         transfer or other disposition of any asset or the sale or issuance of
         any Debt or capital stock or other ownership or profit interest, any
         securities convertible into or exchangeable for capital stock or other
         ownership or profit interest or any warrants, rights, options or other
         securities to acquire capital stock or other ownership or profit
         interest by any Person, or any Extraordinary Receipt received by or
         paid to or for the account of any Person, the aggregate amount of cash
         received from time to time (whether as initial consideration or
         through payment or disposition of deferred consideration) by or on
         behalf of such Person in connection with such transaction after
         deducting therefrom only (without duplication) (a) reasonable and
         customary brokerage commissions, underwriting fees and discounts,
         legal fees, finder's fees and other similar fees and commissions and
         other reasonable and customary expenses incurred in connection with
         such transaction and (b) the amount of taxes payable in connection
         with or as a result of such transaction, in each case to the extent,
         but only to the extent, that the amounts so deducted are, at or prior
         to the time of receipt of such cash, actually paid or payable to a
         Person that is not an Affiliate of such Person or any Loan Party or
         any Affiliate of any Loan Party and are properly attributable to such
         transaction or to the asset that is the subject thereof; provided,
         however, that in the case of taxes that are deductible under clause
         (b) but for the fact that at the time of receipt of such cash, such
         taxes have not been actually paid or are not then payable, such Person
         may deduct an amount (the "Reserved Amount") equal to the amount
         reserved in accordance with GAAP for such Person's reasonable estimate
         of such taxes, other than taxes for which such Person is indemnified,
         provided further, however, that at the time such taxes are paid, the
         Borrower shall prepay the Advances outstanding hereunder, in
         accordance with the terms of Section 2.06(b)(ii), in an amount equal
         to






<PAGE>   33
                                       27

         the amount, if any, by which the Reserved Amount exceeds the amount of
         taxes actually paid.

                 "New AXELs Series B Advance" has the meaning specified in
         Section 2.01(c).

                 "New AXELs Series B Commitment" means, with respect to any New
         AXELs Series B Lender at any time, the amount set forth opposite such
         Lender's name on Schedule I hereto under the caption "New AXELs Series
         B Commitment" or, if such Lender has entered into one or more
         Assignments and Acceptances, set forth for such Lender in the Register
         maintained by the Administrative Agent pursuant to Section 8.07(d) as
         such Lender's "New AXELs Series B Commitment", as such amount may be
         reduced at or prior to such time pursuant to Section 2.05.

                 "New AXELs Series B Lender" means any Lender that has a New
         AXELs Series B Commitment.

                 "New Center" means, at any time of determination, any bowling
         center acquired (whether by means of a stock or asset acquisition) or
         constructed by the Borrower or any of its Subsidiaries after the First
         Closing Date and less than 15 months prior to such date of
         determination, provided that for purposes hereof, the time of any such
         acquisition shall be the date of consummation of such acquisition and
         the time of any such construction shall be the date of the opening of
         such bowling center for business.

                 "Note" means a Term Loan Note, an AXELs Series A Note, an
         AXELs Series B Note, a Working Capital Note or an Acquisition Note.

                 "Notice of Borrowing" has the meaning specified in Section
         2.02(a).

                 "Notice of Issuance" has the meaning specified in Section
         2.03(a).

                 "NPL" means the National Priorities List under CERCLA.

                 "Obligation" means, with respect to any Person, any payment,
         performance or other obligation of such Person of any kind, including,
         without limitation, any liability of such Person on any claim, whether
         or not the right of any creditor to payment in respect of such claim
         is reduced to judgment, liquidated, unliquidated, fixed, contingent,
         matured, disputed, undisputed, legal, equitable, secured or unsecured,
         and whether or not such claim is discharged, stayed or otherwise
         affected by any proceeding referred to in Section 6.01(f).  Without
         limiting the generality of the foregoing, the Obligations of the Loan
         Parties under the Loan Documents include (a) the obligation to pay
         principal, interest, Letter of Credit commissions, charges,






<PAGE>   34
                                       28

         expenses, fees, attorneys' fees and disbursements, indemnities and
         other amounts payable by any Loan Party under any Loan Document and
         (b) the obligation of any Loan Party to reimburse any amount in
         respect of any of the foregoing that any Lender Party, in its sole
         discretion, may elect to pay or advance on behalf of such Loan Party.

                 "OECD" means the Organization for Economic Cooperation and
         Development.

                 "Open Year" has the meaning specified in Section 4.01(cc).

                 "Other Additions" means, for any fiscal quarter of the
         Borrower, (a) during the period from the First Closing Date through
         December 31, 1997, an amount equal to the sum of (i) the Support
         Amount for such fiscal quarter and (ii) extraordinary, unusual or
         non-recurring, or expected to be non-recurring, expenses and expenses
         resulting from changes in the Borrower's accounting or management
         policies or practices, in each case of the Borrower and its
         Subsidiaries for such fiscal quarter, all as determined in the
         judgment of a Designated Financial Officer, in an aggregate amount,
         under this clause (ii), not to exceed $20,000,000 from and after the
         First Closing Date, and (b) thereafter, zero.

                 "Other Taxes" has the meaning specified in Section 2.12(b).

                 "Parent" has the meaning specified in the Preliminary
         Statements.

                 "PBGC" means the Pension Benefit Guaranty Corporation (or any
         successor thereto).

                 "Permitted Encumbrances" means, with respect to any real
         property, minor survey exceptions, minor title irregularities,
         easements, rights-of-way, restrictions and other similar charges or
         encumbrances not interfering with the ordinary conduct of the business
         of the Loan Parties and their Subsidiaries which were not incurred in
         connection with and do not secure Debt or other extensions of credit
         and which do not individually or in the aggregate materially adversely
         affect the value of the properties of the Loan Parties and their
         Subsidiaries taken as a whole or materially impair its use, taken as a
         whole with all other properties of the Loan Parties and their
         Subsidiaries, in the operation of the business of the Loan Parties and
         their Subsidiaries.

                 "Permitted Liens" means such of the following as to which no
         enforcement, collection, execution, levy or foreclosure proceeding
         shall have been commenced:  (a) Liens for taxes, assessments and
         governmental charges or levies to the extent not required to be paid
         under Section 5.01(b); (b) Liens imposed by law, such as






<PAGE>   35
                                       29

         materialmen's, mechanics', carriers', landlords', workmen's and
         repairmen's Liens and other similar Liens arising in the ordinary
         course of business securing obligations that are not overdue for a
         period of more than 30 days or are being contested in good faith by
         proper proceedings and as to which appropriate reserves are being
         maintained; (c) pledges or deposits to secure obligations under
         workers' compensation laws or similar legislation or to secure public
         or statutory obligations; and (d) Permitted Encumbrances, provided,
         however, that no Lien in favor of the PBGC shall, in any event, be a
         Permitted Lien.

                 "Person" means an individual, partnership, corporation
         (including a business trust), limited liability company, joint stock
         company, trust, unincorporated association, joint venture or other
         entity, or a government or any political subdivision or agency
         thereof.

                 "Plan" means a Single Employer Plan or a Multiple Employer
         Plan.

                 "Preferred Stock" means, with respect to any corporation,
         capital stock issued by such corporation that is entitled to a
         preference or priority over any other capital stock issued by such
         corporation upon any distribution of such corporation's assets,
         whether by dividend or upon liquidation.

                 "Pro Rata Share" of any amount means (a) with respect to any
         Working Capital Lender at any time, the product of such amount times a
         fraction the numerator of which is the amount of such Lender's Working
         Capital Commitment at such time and the denominator of which is the
         Working Capital Facility at such time and (b) with respect to any
         Acquisition Lender at any time, the product of such amount times a
         fraction the numerator of which is the amount of such Lender's
         Acquisition Commitment at such time and the denominator of which is
         the Acquisition Facility at such time.

                 "Purchase Agreement" has the meaning specified in the
         Preliminary Statements.

                 "Redeemable" means, with respect to any capital stock or other
         ownership or profit interest, Debt or other right or Obligation, any
         such right or Obligation that (a) the issuer has undertaken to redeem
         at a fixed or determinable date or dates, whether by operation of a
         sinking fund or otherwise, or upon the occurrence of a condition not
         solely within the control of the issuer or (b) is redeemable at the
         option of the holder.

                 "Reduction Amount" has the meaning specified in Section
         2.06(b)(vii).






<PAGE>   36
                                       30

                 "Register" has the meaning specified in Section 8.07(d).

                 "Regulation U" means Regulation U of the Board of Governors of
         the Federal Reserve System, as in effect from time to time.

                 "Related Documents" means the Purchase Agreement, the
         Subordinated Debt Documents, the Tax Agreement, the Stockholders'
         Agreement and the Support Agreement.

                 "Required Lenders" means, at any time, (i) Lenders owed or
         holding at least a majority in interest of the sum of (a) the
         aggregate principal amount of the Term Loan Advances, Working Capital
         Advances and Acquisition Advances outstanding at such time, (b) the
         aggregate Available Amount of all Letters of Credit outstanding at
         such time, (c) the aggregate unused Commitments under the Term Loan
         Facility and under the Acquisition Facility at such time and (d) the
         aggregate Unused Working Capital Commitments at such time and (ii)
         Lenders owed or holding at least a majority in interest of the sum of
         (a) the aggregate principal amount of the AXELs Series A Advances and
         AXELs Series B Advances outstanding at such time and (b) the aggregate
         unused Commitments under the AXELs Series A Facility and AXELs Series
         B Facility at such time; provided, however, that if any Lender shall
         be a Defaulting Lender at such time, there shall be excluded from the
         determination of Required Lenders at such time (A) the aggregate
         principal amount of the Advances owing to such Lender (in its capacity
         as a Lender) and outstanding at such time, (B) such Lender's Pro Rata
         Share of the aggregate Available Amount of all Letters of Credit
         outstanding at such time, (C) the aggregate unused Term Loan, AXELs
         Series A, AXELs Series B and Acquisition Commitments of such Lender at
         such time and (D) the Unused Working Capital Commitment of such Lender
         at such time.  For purposes of this definition, the aggregate
         principal amount of Letter of Credit Advances owing to any Issuing
         Bank and the Available Amount of each Letter of Credit shall be
         considered to be owed to the Working Capital Lenders ratably in
         accordance with their respective Working Capital Commitments.

                 "Responsible Officer" means any officer of any Loan Party or
         any of its Subsidiaries.

                 "Rolling Period" means, with respect to any fiscal quarter of
         the Borrower and its Subsidiaries, such fiscal quarter and the three
         consecutive immediately preceding fiscal quarters.

                 "Second Closing Date" means the date on which the New AXELs
         Series B Advances are made by the New AXELs Series B Lenders following
         satisfaction or waiver of the conditions set forth in Sections 3.02
         and 3.04.






<PAGE>   37
                                       31


                 "Second Prepayment Date" has the meaning specified in Section
         2.06(b)(iv).

                 "Secured Parties" means the Arrangers, the Agents, the Lender
         Parties and the Hedge Banks.

                 "Security Agreement" has the meaning specified in Section
         3.01(p)(vii).

                 "Sellers" has the meaning specified in the Preliminary
         Statements.

                 "Senior Subordinated Discount Notes" means the senior
         subordinated discounted notes of the Borrower in an aggregate
         principal amount of $452,000,000 issued pursuant to the Senior
         Subordinated Discount Notes Indenture.

                 "Senior Subordinated Discount Notes Indenture" means the
         Indenture dated as of March 21, 1996 among the Borrower, the
         guarantors party thereto and American Bank National Association, as
         Trustee, pursuant to which the Senior Subordinated Discount Notes are
         issued, as amended, supplemented or otherwise modified from time to
         time in accordance with its terms, to the extent permitted in
         accordance with the Loan Documents.

                 "Senior Subordinated Notes" means the senior subordinated
         notes of the Borrower in an aggregate principal amount of $250,000,000
         issued pursuant to the Senior Subordinated Notes Indenture.

                 "Senior Subordinated Notes Indenture" means the Indenture
         dated as of March 21, 1996 among the Borrower, the guarantors party
         thereto and IBJ Schroder Bank & Trust Company, as Trustee, pursuant to
         which the Senior Subordinated Notes are issued, as amended,
         supplemented or otherwise modified from time to time in accordance
         with its terms, to the extent permitted in accordance with the Loan
         Documents.

                 "Single Employer Plan" means a single employer plan, as
         defined in Section 4001(a)(15) of ERISA, that is subject to ERISA and
         that (a) is maintained for employees of any Loan Party or any ERISA
         Affiliate and no Person other than the Loan Parties and the ERISA
         Affiliates or (b) was so maintained and in respect of which any Loan
         Party or any ERISA Affiliate could have liability under Section 4069
         of ERISA in the event such plan has been or were to be terminated.

                 "Solvent" and "Solvency" mean, with respect to any Person on a
         particular date, that on such date (a) the fair value of the property
         of such Person is greater than the total amount of liabilities,
         including, without limitation, contingent liabilities, of such Person,
         (b) the present fair salable value of the assets of such Person is not
         less






<PAGE>   38
                                       32

         than the amount that will be required to pay the probable liability of
         such Person on its debts as they become absolute and matured, (c) such
         Person does not intend to, and does not believe that it will, incur
         debts or liabilities beyond such Person's ability to pay such debts
         and liabilities as they mature and (d) such Person is not engaged in
         business or a transaction, and is not about to engage in business or a
         transaction, for which such Person's property would constitute an
         unreasonably small capital.  The amount of contingent liabilities at
         any time shall be computed as the amount that, in the light of all the
         facts and circumstances existing at such time, represents the amount
         that can reasonably be expected to become an actual or matured
         liability.

                 "Specified Revenues" means at any time (a) in the case of any
         acquisition of a New Center, aggregate revenues of such New Center for
         the immediately preceding 12-month period, and (b) in the case of any
         construction of a New Center, an amount equal to (i) at any time
         during its first 12 full months of operations, the aggregate revenues
         of such New Center for each full month it has operated times twelve
         divided by the number of full months such New Center has operated and
         (ii) at any time thereafter, aggregate revenues of such New Center for
         the immediately preceding 12-month period.

                 "Standby Letter of Credit" means any Letter of Credit issued
         under the Letter of Credit Facility, other than a Trade Letter of
         Credit.

                 "Stockholders' Agreement" means the Stockholders' Agreement
         set forth on Schedule III hereto, as amended, supplemented or
         otherwise modified from time to time in accordance with its terms, to
         the extent permitted in accordance with the Loan Documents.

                 "Subordinated Debt" means the Subordinated Notes and any other
         Debt of any Loan Party that is subordinated to the Obligations of such
         Loan Party under the Loan Documents on, and that otherwise contains,
         terms and conditions satisfactory to the Required Lenders.

                 "Subordinated Debt Documents" means the Subordinated Notes
         Indentures and all other agreements, indentures and instruments
         pursuant to which Subordinated Debt is issued.

                 "Subordinated Notes" means the Senior Subordinated Notes and
         the Senior Subordinated Discount Notes.

                 "Subordinated Notes Indentures" means the Senior Subordinated
         Notes Indenture and the Senior Subordinated Discount Notes Indenture.






<PAGE>   39
                                       33

                 "Subsidiary" of any Person means any corporation, partnership,
         joint venture, limited liability company, trust or estate of which (or
         in which) more than 50% of (a) the issued and outstanding capital
         stock having ordinary voting power to elect a majority of the Board of
         Directors of such corporation (irrespective of whether at the time
         capital stock of any other class or classes of such corporation shall
         or might have voting power upon the occurrence of any contingency),
         (b) the interest in the capital or profits of such partnership, joint
         venture or limited liability company or (c) the beneficial interest in
         such trust or estate is at the time directly or indirectly owned or
         controlled by such Person, by such Person and one or more of its other
         Subsidiaries or by one or more of such Person's other Subsidiaries.

                 "Subsidiary Guarantors" means the Subsidiaries of the Borrower
         listed on Schedule II hereto and each other Subsidiary of the Borrower
         that shall be required to execute and deliver a guaranty pursuant to
         Section 5.01(n).

                 "Subsidiary Guaranty" has the meaning specified in Section
         3.01(p)(xi).

                 "Support Agreement" means the letter agreement dated April 11,
         1996 between the Sellers and Holdings, as amended, supplemented or
         otherwise modified from time to time in accordance with its terms, to
         the extent permitted in accordance with the Loan Documents.

                 "Support Amount" means, for any period, the amount that, in
         the judgment of a Designated Financial Officer, would have been
         payable to the Borrower by the Sellers during such period pursuant to
         the Support Agreement if the Support Agreement were then still in
         effect, provided, however, that the aggregate of such amounts shall
         not in any event exceed $17,500,000 from and after the First Closing
         Date.

                 "Surviving Debt" has the meaning specified in Section 3.01(e).

                 "Syndication Agent" has the meaning specified in the recital of
         parties to this Agreement.

                 "Tax Agreement" means the Tax Allocation Agreement dated as of
         May 1, 1996 among Parent, the Borrower and the Borrower's Subsidiaries
         (other than Foreign Subsidiaries), as amended, supplemented or
         otherwise modified from time to time in accordance with its terms, to
         the extent permitted in accordance with the Loan Documents.

                 "Tax Certificate" has the meaning specified in Section 5.03(o).






<PAGE>   40
                                       34

                 "Taxes" has the meaning specified in Section 2.12(a).

                 "Term Facilities" means the Term Loan Facility, the AXELs
         Series A Facility and the AXELs Series B Facility.

                 "Term Loan Advance" has the meaning specified in Section
         2.01(a).

                 "Term Loan Borrowing" means a borrowing consisting of
         simultaneous Term Loan Advances of the same Type made by the Term Loan
         Lenders.

                 "Term Loan Commitment" means, with respect to any Term Loan
         Lender at any time, the amount set forth opposite such Lender's name
         on Schedule I hereto under the caption "Term Loan Commitment" or, if
         such Lender has entered into one or more Assignments and Acceptances,
         set forth for such Lender in the Register maintained by the
         Administrative Agent pursuant to Section 8.07(d) as such Lender's
         "Term Loan Commitment", as such amount may be reduced at or prior to
         such time pursuant to Section 2.05.

                 "Term Loan Facility" means, at any time, the aggregate amount
         of the Term Loan Lenders' Term Loan Commitments at such time.

                 "Term Loan Lender" means any Lender that has a Term Loan
         Commitment.

                 "Term Loan Note" means a promissory note of the Borrower
         payable to the order of any Term Loan Lender, in substantially the
         form of Exhibit A-1 hereto, evidencing the indebtedness of the
         Borrower to such Lender resulting from the Term Loan Advance made by
         such Lender.

                 "Termination Date" means (a) with respect to the Term Loan
         Facility, the Working Capital Facility, the Acquisition Facility and
         the Letter of Credit Facility, the earlier of March 31, 2001 and the
         date of termination in whole of the Term Loan Commitments, the Working
         Capital Commitments, the Acquisition Commitments and the Letter of
         Credit Commitments pursuant to Section 2.05 or 6.01, (b) with respect
         to the AXELs Series A Facility, the earlier of March 31, 2003 and the
         date of termination in whole of the AXELs Series A Commitments
         pursuant to Section 2.05 or 6.01 and (c) with respect to the AXELs
         Series B Facility, the earlier of March 31, 2004 and the date of
         termination in whole of the AXELs Series B Commitments pursuant to
         Section 2.05 or 6.01.

                 "Total Debt/EBITDA Ratio" means, at any date of determination,
         the ratio of Consolidated total Debt (other than Hedge Agreements) of
         the Borrower and its






<PAGE>   41
                                       35

         Subsidiaries as at the end of the immediately preceding Rolling Period
         to Consolidated EBITDA of the Borrower and its Subsidiaries for such
         Rolling Period.

                 "Trade Letter of Credit" means any Letter of Credit that is
         issued under the Letter of Credit Facility for the benefit of a
         supplier of Inventory to the Borrower or any of its Subsidiaries to
         effect payment for such Inventory, the conditions to drawing under
         which include the presentation to the Issuing Bank that issued such
         Letter of Credit of negotiable bills of lading, invoices and related
         documents sufficient, in the judgment of such Issuing Bank, to create
         a valid and perfected lien on or security interest in such Inventory,
         bills of lading, invoices and related documents in favor of such
         Issuing Bank.

                 "Type" refers to the distinction between Advances bearing
         interest at the Base Rate and Advances bearing interest at the
         Eurodollar Rate.

                 "Unused Working Capital Commitment" means, with respect to any
         Working Capital Lender at any time, (a) such Lender's Working Capital
         Commitment at such time minus (b) the sum of (i) the aggregate
         principal amount of all Working Capital Advances and Letter of Credit
         Advances made by such Lender (in its capacity as a Lender) and
         outstanding at such time, plus (ii) such Lender's Pro Rata Share of
         (A) the aggregate Available Amount of all Letters of Credit
         outstanding at such time and (B) the aggregate principal amount of all
         Letter of Credit Advances made by the Issuing Banks pursuant to
         Section 2.03(c) and outstanding at such time.

                 "Voting Stock" means capital stock issued by a corporation, or
         equivalent interests in any other Person, the holders of which are
         ordinarily, in the absence of contingencies, entitled to vote for the
         election of directors (or persons performing similar functions) of
         such Person, even if the right so to vote has been suspended by the
         happening of such a contingency.

                 "Welfare Plan" means a welfare plan, as defined in Section
         3(1) of ERISA, that is subject to ERISA and is maintained for
         employees of any Loan Party or in respect of which any Loan Party
         could have liability.

                 "Withdrawal Liability" has the meaning specified in Part I of
         Subtitle E of Title IV of ERISA.

                 "Working Capital Advance" has the meaning specified in Section
         2.01(d).

                 "Working Capital Borrowing" means a borrowing consisting of
         simultaneous Working Capital Advances of the same Type made by the
         Working Capital Lenders.






<PAGE>   42
                                       36

                 "Working Capital Commitment" means, with respect to any
         Working Capital Lender at any time, the amount set forth opposite such
         Lender's name on Schedule I hereto under the caption "Working Capital
         Commitment" or, if such Lender has entered into one or more
         Assignments and Acceptances, set forth for such Lender in the Register
         maintained by the Administrative Agent pursuant to Section 8.07(d) as
         such Lender's "Working Capital Commitment", as such amount may be
         reduced at or prior to such time pursuant to Section 2.05.

                 "Working Capital Facility" means, at any time, the aggregate
         amount of the Working Capital Lenders' Working Capital Commitments at
         such time.

                 "Working Capital Lender" means any Lender that has a Working
         Capital Commitment.

                 "Working Capital Note" means a promissory note of the Borrower
         payable to the order of any Working Capital Lender, in substantially
         the form of Exhibit A-4 hereto, evidencing the aggregate indebtedness
         of the Borrower to such Lender resulting from the Working Capital
         Advances made by such Lender.

                 SECTION 1.02.  Computation of Time Periods.  In this Agreement
in the computation of periods of time from a specified date to a later
specified date, the word "from" means "from and including" and the words "to"
and "until" each mean "to but excluding".

                 SECTION 1.03.  Accounting Terms.  All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles consistent with those applied in the preparation
of the financial statements referred to in Section 4.01(f) ("GAAP").


                                   ARTICLE II

                       AMOUNTS AND TERMS OF THE ADVANCES
                           AND THE LETTERS OF CREDIT

                 SECTION 2.01.  The Advances.  (a)  The Term Loan Advances.
Each Term Loan Lender severally agrees, on the terms and conditions hereinafter
set forth, to make a single advance (a "Term Loan Advance") to the Borrower on
the First Closing Date in an amount not to exceed such Lender's Term Loan
Commitment at such time.  The Term Loan Borrowing shall consist of Term Loan
Advances made simultaneously by the Term Loan Lenders ratably according to
their Term Loan Commitments.  Amounts borrowed under this Section 2.01(a) and
repaid or prepaid may not be reborrowed.






<PAGE>   43
                                       37


                 (b)      The AXELs Series A Advances.  Each AXELs Series A
Lender severally agrees, on the terms and conditions hereinafter set forth, to
make a single advance (an "AXELs Series A Advance") to the Borrower on the
First Closing Date in an amount not to exceed such Lender's AXELs Series A
Commitment at such time.  The AXELs Series A Borrowing shall consist of AXELs
Series A Advances made simultaneously by the AXELs Series A Lenders ratably
according to their AXELs Series A Commitments.  Amounts borrowed under this
Section 2.01(b) and repaid or prepaid may not be reborrowed.

                 (c)      The AXELs Series B Advances.  (i) Each Existing AXELs
Series B Lender severally agrees, on the terms and conditions hereinafter set
forth, to make a single advance (an "Existing AXELs Series B Advance") to the
Borrower on the First Closing Date in an amount not to exceed such Lender's
Existing AXELs Series B Commitment at such time.  The AXELs Series B Borrowing
made on the First Closing Date shall consist of Existing AXELs Series B
Advances made simultaneously by the Existing AXELs Series B Lenders ratably
according to their Existing AXELs Series B Commitments.

                 (ii) Each New AXELs Series B Lender severally agrees, on the
terms and conditions hereinafter set forth, to make a single advance (a "New
AXELs Series B  Advance") to the Borrower on the Second Closing Date in an
amount not to exceed such Lender's New AXELs Series B Commitment at such time.
The AXELs Series B Borrowing made on the Second Closing Date shall consist of
New AXELs Series B Advances made simultaneously by the New AXELs Series B
Lenders ratably according to their New AXELs Series B Commitments.  On the
Second Closing Date, all Existing AXELs Series B Advances then outstanding
shall automatically Convert to Advances with Interest Periods ending on the
same day or days as the Interest Period or Periods selected by the Borrower for
the New AXELs Series B Advances, in such amounts such that after giving effect
to such Conversion, AXELs Series B Advances comprising part of the same
Borrowing shall be owing to the AXELs Series B Lenders ratably according to
their AXELs Series B Commitments.  The Borrower shall, on the Second Closing
Date, pay any amounts owing pursuant to Section 8.04(c) as a result of such
Conversion.

                 (iii) Amounts borrowed under this Section 2.01(c) and repaid
or prepaid may not be reborrowed.

                 (d)      The Working Capital Advances.  Each Working Capital
Lender severally agrees, on the terms and conditions hereinafter set forth, to
make advances (each a "Working Capital Advance") to the Borrower from time to
time on any Business Day during the period from the First Closing Date until
the Termination Date in an amount for each such Advance not to exceed such
Lender's Unused Working Capital Commitment at such time (subject, however, to
the terms of Section 2.01(g)).  Each Working Capital Borrowing shall be in an
aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess
thereof and shall consist of Working Capital Advances made simultaneously by
the Working






<PAGE>   44
                                       38

Capital Lenders ratably according to their Working Capital Commitments.  Within
the limits of each Working Capital Lender's Unused Working Capital Commitment
in effect from time to time, the Borrower may borrow under this Section
2.01(d), prepay pursuant to Section 2.06(a) and reborrow under this Section
2.01(d).

                 (e)      The Acquisition Advances.  Each Acquisition Lender
severally agrees, on the terms and conditions hereinafter set forth, to make
advances (each an "Acquisition Advance") to the Borrower on any Business Day
during the period from the First Closing Date until the Availability
Termination Date in an amount not to exceed such Lender's unused Acquisition
Commitment at such time.  Each Acquisition Borrowing shall be in an aggregate
amount of $1,000,000 or an integral multiple of $500,000 in excess thereof and,
if the acquisition to be made with the proceeds of such Acquisition Borrowing
shall be for cash consideration of less than $1,000,000, such Acquisition
Borrowing shall be in the amount of $1,000,000 and, in each case, shall consist
of Acquisition Advances made simultaneously by the Acquisition Lenders ratably
according to their Acquisition Commitments.  Amounts borrowed under this
Section 2.01(e) and repaid or prepaid may not be reborrowed, provided, however,
that amounts borrowed under this Section 2.01(e) and prepaid on the Second
Closing Date with the proceeds of the New AXELs Series B Advances pursuant to
Section 2.06(b)(ix) may be reborrowed under this Section 2.01(e).

                 (f)      Letters of Credit.  Each Issuing Bank severally
agrees, on the terms and conditions hereinafter set forth, to issue (or cause
its Affiliate to issue on its behalf) letters of credit (the "Letters of
Credit") for the account of the Borrower from time to time on any Business Day
during the period from the First Closing Date until 60 days before the
Termination Date (i) in an aggregate Available Amount for all Letters of Credit
issued by such Issuing Bank not to exceed at any time such Issuing Bank's
Letter of Credit Commitment at such time and (ii) in an Available Amount for
each such Letter of Credit not to exceed the lesser of (x) the Letter of Credit
Facility at such time and (y) the Unused Working Capital Commitments of the
Working Capital Lenders at such time.  No Letter of Credit shall have an
expiration date (including all rights of the Borrower or the beneficiary to
require renewal) later than the earlier of 30 days before the Termination Date
and (A) in the case of a Standby Letter of Credit, one year after the date of
issuance thereof and (B) in the case of a Trade Letter of Credit, 60 days after
the date of issuance thereof.  Within the limits of the Letter of Credit
Facility, and subject to the limits referred to above, the Borrower may request
the issuance of Letters of Credit under this Section 2.01(f), repay any Letter
of Credit Advances resulting from drawings thereunder pursuant to Section
2.03(c) and request the issuance of additional Letters of Credit under this
Section 2.01(f).

                 (g)      Set Aside of Working Capital Commitments.  (i) Each
Working Capital Lender's Pro Rata Share of the aggregate Unused Working Capital
Commitments shall be reserved and shall not be available to be borrowed except
for the purposes set forth below in an amount equal to the aggregate
outstanding Acquisition Advances to the extent the proceeds






<PAGE>   45
                                       39

of such Acquisition Advances shall not have been used to finance acquisitions
of New Centers permitted hereunder or to refinance the costs of construction of
New Centers, and shall be available to be borrowed solely for purposes of
financing one or more acquisitions or refinancing such construction costs to
the extent otherwise permitted hereunder.

                 (ii) Each Working Capital Lender's Pro Rata Share of the
aggregate Unused Working Capital Commitments shall be reserved and shall not be
available to be borrowed except for the purpose set forth below in an amount
equal to the aggregate amount of Obligations guaranteed by the Borrower
pursuant to Section 5.02(b)(i)(C) during any time that such guaranteed
Obligations exceed $1,000,000 outstanding and the aggregate Unused Working
Capital Commitments shall be less than $15,000,000, and shall be available to
be borrowed solely for purposes of financing such guaranteed Obligations of the
Borrower.

                 SECTION 2.02.  Making the Advances.  (a)  Except as otherwise
provided in Section 2.02(b) or 2.03, each Borrowing shall be made on notice,
given not later than 11:00 A.M. (New York City time) on the third Business Day
prior to the date of the proposed Borrowing in the case of a Borrowing
consisting of Eurodollar Rate Advances, or not later than 9:00 A.M. (New York
City time) on the date of the proposed Borrowing in the case of a Borrowing
consisting of Base Rate Advances, by the Borrower to the Administrative Agent,
which shall give to each Appropriate Lender prompt notice thereof by telex or
telecopier.  Each such notice of a Borrowing (a "Notice of Borrowing") shall be
by telephone, confirmed immediately in writing, or telex or telecopier, in
substantially the form of Exhibit B hereto, specifying therein the requested
(i) date of such Borrowing, (ii) Facility under which such Borrowing is to be
made, (iii) Type of Advances comprising such Borrowing, (iv) aggregate amount
of such Borrowing and (v) in the case of a Borrowing consisting of Eurodollar
Rate Advances, initial Interest Period for each such Advance.  Each Appropriate
Lender shall, before 1:00 P.M. (New York City time) on the date of such
Borrowing, make available for the account of its Applicable Lending Office to
the Administrative Agent at the Administrative Agent's Account, in same day
funds, such Lender's ratable portion of such Borrowing in accordance with the
respective Commitments under the applicable Facility of such Lender and the
other Appropriate Lenders.  After the Administrative Agent's receipt of such
funds and upon fulfillment of the applicable conditions set forth in Article
III, the Administrative Agent will make such funds available to the Borrower by
crediting the Borrower's Account; provided, however, that, in the case of any
Working Capital Borrowing, the Administrative Agent shall first make a portion
of such funds equal to the aggregate principal amount of any Letter of Credit
Advances made by any Issuing Bank and by any other Working Capital Lender and
outstanding on the date of such Working Capital Borrowing, plus interest
accrued and unpaid thereon to and as of such date, available to such Issuing
Bank and such other Working Capital Lenders for repayment of such Letter of
Credit Advances.






<PAGE>   46
                                       40

                 (b)      Anything in subsection (a) above to the contrary
notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for
the initial Borrowing hereunder unless the Borrower shall have agreed, in
writing, prior to or concurrently with the giving of the applicable Notice of
Borrowing, to be bound by the terms of Section 2.02(c) or for any Borrowing if
the aggregate amount of such Borrowing is less than $5,000,000 or if the
obligation of the Appropriate Lenders to make Eurodollar Rate Advances shall
then be suspended pursuant to Section 2.09 or Section 2.10 and (ii) the Term
Loan Advances may not be outstanding as part of more than 5 separate
Borrowings, the AXELs Series A Advances may not be outstanding as part of more
than 5 separate Borrowings, the AXELs Series B Advances may not be outstanding
as part of more than 5 separate Borrowings, the Working Capital Advances made
on any date may not be outstanding as part of more than 10 separate Borrowings
and the Acquisition Borrowings may not be outstanding as part of more than 25
separate Borrowings.

                 (c)      Each Notice of Borrowing shall be irrevocable and
binding on the Borrower.  In the case of any Borrowing that the related Notice
of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the
Borrower shall indemnify each Appropriate Lender against any loss, cost or
expense incurred by such Lender as a result of any failure to fulfill on or
before the date specified in such Notice of Borrowing for such Borrowing the
applicable conditions set forth in Article III, including, without limitation,
any loss (including loss of anticipated profits), cost or expense incurred by
reason of the liquidation or reemployment of deposits or other funds acquired
by such Lender to fund the Advance to be made by such Lender as part of such
Borrowing when such Advance, as a result of such failure, is not made on such
date.

                 (d)      Unless the Administrative Agent shall have received
notice from an Appropriate Lender prior to the date of any Borrowing under a
Facility under which such Lender has a Commitment that such Lender will not
make available to the Administrative Agent such Lender's ratable portion of
such Borrowing, the Administrative Agent may assume that such Lender has made
such portion available to the Administrative Agent on the date of such
Borrowing in accordance with subsection (a) or (b) of this Section 2.02 and the
Administrative Agent may, in reliance upon such assumption, make available to
the Borrower on such date a corresponding amount.  If and to the extent that
such Lender shall not have so made such ratable portion available to the
Administrative Agent, such Lender and the Borrower severally agree to repay or
pay to the Administrative Agent forthwith on demand such corresponding amount
and to pay interest thereon, for each day from the date such amount is made
available to the Borrower until the date such amount is repaid or paid to the
Administrative Agent, at (i) in the case of the Borrower, the interest rate
applicable at such time under Section 2.07 to Advances comprising such
Borrowing and (ii) in the case of such Lender, the Federal Funds Rate.  If such
Lender shall pay to the Administrative Agent such corresponding amount, such
amount so paid shall constitute such Lender's Advance as part of such Borrowing
for all purposes.






<PAGE>   47
                                       41


                 (e)      The failure of any Lender to make the Advance to be
made by it as part of any Borrowing shall not relieve any other Lender of its
obligation, if any, hereunder to make its Advance on the date of such
Borrowing, but no Lender shall be responsible for the failure of any other
Lender to make the Advance to be made by such other Lender on the date of any
Borrowing.

                 SECTION 2.03.  Issuance of and Drawings and Reimbursement
Under Letters of Credit.  (a)  Request for Issuance.  Each Letter of Credit
shall be issued upon notice, given not later than 11:00 A.M. (New York City
time) on the fifth Business Day prior to the date of the proposed issuance of
such Letter of Credit, by the Borrower to any Issuing Bank, which shall give to
the Administrative Agent and each Working Capital Lender prompt notice thereof
by telex or telecopier.  Each such notice of issuance of a Letter of Credit (a
"Notice of Issuance") shall be by telephone, confirmed immediately in writing,
or telex or telecopier, specifying therein the requested (A) date of such
issuance (which shall be a Business Day), (B) Available Amount of such Letter
of Credit, (C) expiration date of such Letter of Credit, (D) name and address
of the beneficiary of such Letter of Credit and (E) form of such Letter of
Credit, and shall be accompanied by such application and agreement for letter
of credit as such Issuing Bank may specify to the Borrower for use in
connection with such requested Letter of Credit (a "Letter of Credit
Agreement").  If (x) the requested form of such Letter of Credit is acceptable
to such Issuing Bank in its sole discretion and (y) it has not received notice
of objection to such issuance from the Agents, such Issuing Bank will, upon
fulfillment of the applicable conditions set forth in Article III, make such
Letter of Credit available to the Borrower at its office referred to in Section
8.02 or as otherwise agreed with the Borrower in connection with such issuance.
In the event and to the extent that the provisions of any Letter of Credit
Agreement shall conflict with this Agreement, the provisions of this Agreement
shall govern.

                 (b)      Letter of Credit Reports.  Each Issuing Bank shall
furnish (A) to the Administrative Agent on the first Business Day of each month
a written report summarizing issuance and expiration dates of Letters of Credit
issued by such Issuing Bank during the previous month and drawings during such
month under all Letters of Credit issued by such Issuing Bank, (B) to each
Working Capital Lender on the first Business Day of each month a written report
summarizing issuance and expiration dates of Letters of Credit issued by such
Issuing Bank during the preceding month and drawings during such month under
all Letters of Credit issued by such Issuing Bank and (C) to the Administrative
Agent and each Working Capital Lender on the first Business Day of each
calendar quarter a written report setting forth the average daily aggregate
Available Amount during the preceding calendar quarter of all Letters of Credit
issued by such Issuing Bank.

                 (c)      Drawing and Reimbursement.  The payment by any
Issuing Bank of a draft drawn under any Letter of Credit shall constitute for
all purposes of this Agreement the making by such Issuing Bank of a Letter of
Credit Advance, which shall be a Base Rate






<PAGE>   48
                                       42

Advance, in the amount of such draft.  Upon payment by any Issuing Bank of a
draft drawn under any Letter of Credit, such Issuing Bank shall give prompt
notice thereof to the Borrower and the Administrative Agent.  Upon written
demand by any Issuing Bank with an outstanding Letter of Credit Advance, with a
copy of such demand to the Administrative Agent, each Working Capital Lender
shall purchase from such Issuing Bank, and such Issuing Bank shall sell and
assign to each such Working Capital Lender, such Lender's Pro Rata Share of
such outstanding Letter of Credit Advance as of the date of such purchase, by
making available for the account of its Applicable Lending Office to the
Administrative Agent for the account of such Issuing Bank, by deposit to the
Administrative Agent's Account, in same day funds, an amount equal to the
portion of the outstanding principal amount of such Letter of Credit Advance to
be purchased by such Lender.  Promptly after receipt thereof, the
Administrative Agent shall transfer such funds to such Issuing Bank.  The
Borrower hereby agrees to each such sale and assignment.  Each Working Capital
Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit
Advance on (i) the Business Day on which demand therefor is made by the Issuing
Bank which made such Advance, provided notice of such demand is given not later
than 11:00 A.M. (New York City time) on such Business Day or (ii) the first
Business Day next succeeding such demand if notice of such demand is given
after such time.  Upon any such assignment by an Issuing Bank to any other
Working Capital Lender of a portion of a Letter of Credit Advance, such Issuing
Bank represents and warrants to such other Lender that such Issuing Bank is the
legal and beneficial owner of such interest being assigned by it, free and
clear of any liens, but makes no other representation or warranty and assumes
no responsibility with respect to such Letter of Credit Advance, the Loan
Documents or any Loan Party.  If and to the extent that any Working Capital
Lender shall not have so made the amount of such Letter of Credit Advance
available to the Administrative Agent, such Working Capital Lender agrees to
pay to the Administrative Agent forthwith on demand such amount together with
interest thereon, for each day from the date of demand by such Issuing Bank
until the date such amount is paid to the Administrative Agent, at the Federal
Funds Rate for its account or the account of such Issuing Bank, as applicable.
If any Lender shall pay to the Administrative Agent such amount for the account
of such Issuing Bank on any Business Day, such amount so paid in respect of
principal shall constitute a Letter of Credit Advance made by such Lender on
such Business Day for purposes of this Agreement, and the outstanding principal
amount of the Letter of Credit Advance made by such Issuing Bank shall be
reduced by such amount on such Business Day.

                 (d)      Failure to Make Letter of Credit Advances.  The
failure of any Lender to make the Letter of Credit Advance to be made by it on
the date specified in Section 2.03(c) shall not relieve any other Lender of its
obligation hereunder to make its Letter of Credit Advance on such date, but no
Lender shall be responsible for the failure of any other Lender to make the
Letter of Credit Advance to be made by such other Lender on such date.






<PAGE>   49
                                       43

                 SECTION 2.04.  Repayment of Advances.  (a)  Term Loan
Advances.  The Borrower shall repay to the Administrative Agent for the ratable
account of the Term Loan Lenders the aggregate outstanding principal amount of
the Term Loan Advances on the following dates in the amounts indicated (which
amounts shall be reduced as a result of the application of prepayments in
accordance with the order of priority set forth in Section 2.06):

<TABLE>
<CAPTION>
                       DATE                                        AMOUNT
                       ----                                        ------

                       <S>                                   <C>
                       June 30, 1996                           $4,375,000
                       September 30, 1996                      $4,375,000
                       December 31, 1996                      $13,125,000
                       March 31, 1997                         $13,125,000
                       June 30, 1997                           $5,000,000
                       September 30, 1997                      $5,000,000
                       December 31, 1997                      $15,000,000
                       March 31, 1998                         $15,000,000
                       June 30, 1998                           $5,625,000
                       September 30, 1998                      $5,625,000
                       December 31, 1998                      $16,875,000
                       March 31, 1999                         $16,875,000
                       June 30, 1999                           $6,875,000
                       September 30, 1999                      $6,875,000
                       December 31, 1999                      $20,625,000
                       March 31, 2000                         $20,625,000
                       June 30, 2000                           $9,375,000
                       September 30, 2000                      $9,375,000
                       December 31, 2000                      $28,125,000
                       March 31, 2001                         $28,125,000
</TABLE>

provided, however, that the final principal installment shall be repaid on the
Termination Date and in any event shall be in an amount equal to the aggregate
principal amount of the Term Loan Advances outstanding on such date.

                 (b)      AXELs Series A Advances.  The Borrower shall repay to
the Administrative Agent for the ratable account of the AXELs Series A Lenders
the aggregate outstanding principal amount of the AXELs Series A Advances on
the following dates in the amounts indicated (which amounts shall be reduced as
a result of the application of prepayments in accordance with the order of
priority set forth in Section 2.06):






<PAGE>   50
                                       44


<TABLE>
<CAPTION>
                       DATE                                        AMOUNT
                       ----                                        ------

                       <S>                                   <C>
                       June 30, 1996                             $250,000
                       September 30, 1996                        $250,000
                       December 31, 1996                         $750,000
                       March 31, 1997                            $750,000
                       June 30, 1997                             $250,000
                       September 30, 1997                        $250,000
                       December 31, 1997                         $750,000
                       March 31, 1998                            $750,000
                       June 30, 1998                             $250,000
                       September 30, 1998                        $250,000
                       December 31, 1998                         $750,000
                       March 31, 1999                            $750,000
                       June 30, 1999                             $250,000
                       September 30, 1999                        $250,000
                       December 31, 1999                         $750,000
                       March 31, 2000                            $750,000
                       June 30, 2000                             $250,000
                       September 30, 2000                        $250,000
                       December 31, 2000                         $750,000
                       March 31, 2001                            $750,000
                       June 30, 2001                          $10,000,000
                       September 30, 2001                     $10,000,000
                       December 31, 2001                      $30,000,000
                       March 31, 2002                         $30,000,000
                       June 30, 2002                          $12,500,000
                       September 30, 2002                     $12,500,000
                       December 31, 2002                      $37,500,000
                       March 31, 2003                         $37,500,000
</TABLE>

provided, however, that the final principal installment shall be repaid on the
Termination Date and in any event shall be in an amount equal to the aggregate
principal amount of the AXELs Series A Advances outstanding on such date.

                 (c)       AXELs Series B Advances.  The Borrower shall repay
to the Administrative Agent for the ratable account of the AXELs Series B
Lenders the aggregate outstanding principal amount of the AXELs Series B
Advances on the following dates in the amounts indicated (which amounts shall
be reduced as a result of the application of prepayments in accordance with the
order of priority set forth in Section 2.06):






<PAGE>   51
                                       45


<TABLE>
<CAPTION>
                       DATE                                        AMOUNT
                       ----                                        ------

                       <S>                                   <C>
                       June 30, 1996                             $150,000
                       September 30, 1996                        $150,000
                       December 31, 1996                         $450,000
                       March 31, 1997                            $843,940
                       June 30, 1997                             $281,310
                       September 30, 1997                        $281,310
                       December 31, 1997                         $843,940
                       March 31, 1998                            $843,940
                       June 30, 1998                             $281,310
                       September 30, 1998                        $281,310
                       December 31, 1998                         $843,940
                       March 31, 1999                            $843,940
                       June 30, 1999                             $281,310
                       September 30, 1999                        $281,310
                       December 31, 1999                         $843,940
                       March 31, 2000                            $843,940
                       June 30, 2000                             $281,310
                       September 30, 2000                        $281,310
                       December 31, 2000                         $843,940
                       March 31, 2001                            $843,940
                       June 30, 2001                             $281,310
                       September 30, 2001                        $281,310
                       December 31, 2001                         $843,940
                       March 31, 2002                            $843,940
                       June 30, 2002                             $281,310
                       September 30, 2002                        $281,310
                       December 31, 2002                         $843,940
                       March 31, 2003                            $843,940
                       June 30, 2003                          $15,612,880
                       September 30, 2003                     $15,612,880
                       December 31, 2003                      $46,838,640
                       March 31, 2004                         $46,838,640
</TABLE>

provided, however, that the final principal installment shall be repaid on the
Termination Date and in any event shall be in an amount equal to the aggregate
principal amount of the AXELs Series B Advances outstanding on such date.

                 (d)      Working Capital Advances.  The Borrower shall repay
to the Administrative Agent for the ratable account of the Working Capital
Lenders on the Termination Date the aggregate outstanding principal amount of
the Working Capital Advances then outstanding.






<PAGE>   52
                                       46


                 (e)      Acquisition Advances.  The Borrower shall repay to
the Administrative Agent for the ratable account of the Acquisition Lenders the
aggregate outstanding principal amount of the Acquisition Advances on the
following dates in the amounts indicated (which amounts shall be reduced as a
result of the application of prepayments in accordance with the order of
priority set forth in Section 2.06):

<TABLE>
<CAPTION>
                           Date                         Amount
                           ----                         ------

                           <S>                          <C>
                           December 31, 1999            Amortization Amount A
                           March 31, 2000               Amortization Amount A
                           June 30, 2000                Amortization Amount B
                           September 30, 2000           Amortization Amount B
                           December 31, 2000            Amortization Amount B
                           March 31, 2001               Amortization Amount B
</TABLE>

provided, however, that the final principal installment shall be repaid on the
Termination Date and in any event shall be in an amount equal to the aggregate
principal amount of the Acquisition Advances outstanding on such date.

                 (f)      Letter of Credit Advances.  (i)  The Borrower shall
repay to the Administrative Agent for the account of each Issuing Bank and each
other Working Capital Lender that has made a Letter of Credit Advance on the
earlier of the second Business Day following the date on which such Letter of
Credit is drawn and the Termination Date the outstanding principal amount of
each Letter of Credit Advance made by each of them.

                 (ii)     The Obligations of the Borrower under this Agreement,
any Letter of Credit Agreement and any other agreement or instrument relating
to any Letter of Credit shall be unconditional and irrevocable, and shall be
paid strictly in accordance with the terms of this Agreement, such Letter of
Credit Agreement and such other agreement or instrument under all
circumstances, including, without limitation, the following circumstances (it
being understood that any such payment by the Borrower is without prejudice to,
and does not constitute a waiver of, any rights the Borrower might have or
might acquire as a result of the payment by any Issuing Bank of any draft or
the reimbursement by the Borrower thereof):

                 (A)      any lack of validity or enforceability of any Loan
         Document, any Letter of Credit Agreement, any Letter of Credit or any
         other agreement or instrument relating thereto (all of the foregoing
         being, collectively, the "L/C Related Documents");

                 (B)      any change in the time, manner or place of payment
         of, or in any other term of, all or any of the Obligations of the
         Borrower in respect of any L/C Related






<PAGE>   53
                                       47

         Document or any other amendment or waiver of or any consent to
         departure from all or any of the L/C Related Documents;

                 (C)      the existence of any claim, set-off, defense or other
         right that the Borrower may have at any time against any beneficiary
         or any transferee of a Letter of Credit (or any Persons for whom any
         such beneficiary or any such transferee may be acting), any Issuing
         Bank or any other Person, whether in connection with the transactions
         contemplated by the L/C Related Documents or any unrelated
         transaction;

                 (D)      any statement or any other document presented under a
         Letter of Credit proving to be forged, fraudulent, invalid or
         insufficient in any respect or any statement therein being untrue or
         inaccurate in any respect;

                 (E)      payment by any Issuing Bank under a Letter of Credit
         against presentation of a draft or certificate that does not strictly
         comply with the terms of such Letter of Credit;

                 (F)      any exchange, release or non-perfection of any
         Collateral or other collateral, or any release or amendment or waiver
         of or consent to departure from any Guaranty or any other guarantee,
         for all or any of the Obligations of the Borrower in respect of the
         L/C Related Documents; or

                 (G)      any other circumstance or happening whatsoever,
         whether or not similar to any of the foregoing, including, without
         limitation, any other circumstance that might otherwise constitute a
         defense available to, or a discharge of, the Borrower or a guarantor.

                 SECTION 2.05.  Termination or Reduction of the Commitments.
(a)  Optional.  The Borrower may, upon at least five Business Days' notice to
the Administrative Agent, terminate in whole or reduce in part the unused
portions of the Term Loan Commitments, the AXELs Series A Commitments, the
Existing AXELs Series B Commitments, the New AXELs Series B Commitments, the
Letter of Credit Facility, the Unused Working Capital Commitments and the
Acquisition Commitments; provided, however, that each partial reduction of a
Facility (i) shall be in an aggregate amount of $5,000,000 or an integral
multiple of $1,000,000 in excess thereof and (ii) shall be made ratably among
the Appropriate Lenders in accordance with their Commitments with respect to
such Facility.

                 (b)      Mandatory.  (i)  On the date of the Term Loan
Borrowing, after giving effect to such Term Loan Borrowing, and from time to
time thereafter upon each repayment or prepayment of the Term Loan Advances,
the aggregate Term Loan Commitments of the Term Loan Lenders shall be
automatically and permanently reduced, on a pro rata basis, by






<PAGE>   54
                                       48

an amount equal to the amount by which the aggregate Term Loan Commitments
immediately prior to such reduction exceed the aggregate unpaid principal
amount of the Term Loan Advances then outstanding.

                 (ii)     On the date of the AXELs Series A Borrowing, after
giving effect to such AXELs Series A Borrowing, and from time to time
thereafter upon each repayment or prepayment of the AXELs Series A Advances,
the aggregate AXELs Series A Commitments of the AXELs Series A Lenders shall be
automatically and permanently reduced, on a pro rata basis, by an amount equal
to the amount by which the aggregate AXELs Series A Commitments immediately
prior to such reduction exceed the aggregate unpaid principal amount of the
AXELs Series A Advances then outstanding.

                 (iii)    On the date of each of the AXELs Series B Borrowings
comprised of Existing AXELs Series B Advances, after giving effect to such
AXELs Series B Borrowings, and from time to time thereafter upon each repayment
or prepayment of the AXELs Series B Advances, the aggregate AXELs Series B
Commitments of the AXELs Series B Lenders shall be automatically and
permanently reduced, on a pro rata basis, by an amount equal to the amount by
which the aggregate AXELs Series B Commitments immediately prior to such
reduction exceed the aggregate unpaid principal amount of the AXELs Series B
Advances then outstanding.

                 (iv)     On the date of each of the AXELs Series B Borrowings
comprised of the initial New AXELs Series B Advances, after giving effect to
such AXELs Series B Borrowings, and from time to time thereafter upon each
repayment or prepayment of such New AXELs Series B Advances, the aggregate New
AXELs Series B Commitments of the New AXELs Series B Lenders shall be
automatically and permanently reduced, on a pro rata basis, by an amount equal
to the amount by which the aggregate New AXELs Series B Commitments immediately
prior to such reduction exceed the aggregate unpaid principal amount of the New
AXELs Series B Advances then outstanding.

                 (v)      On the Availability Termination Date, after giving
effect to any Acquisition Borrowing on such day, and from time to time
thereafter upon each repayment or prepayment of the Acquisition Advances, the
aggregate Acquisition Commitments of the Acquisition Lenders shall be
automatically and permanently reduced, on a pro rata basis, by an amount equal
to the amount by which the aggregate Acquisition Commitments immediately prior
to such reduction exceed the aggregate unpaid principal amount of the
Acquisition Advances then outstanding.

                 (vi)     The Working Capital Facility shall be automatically
and permanently reduced on a pro rata basis on each date on which prepayment
thereof is required to be made pursuant to Section 2.06(b)(i), (ii), (iii) or
(iv) in an amount equal to the applicable Reduction Amount, provided that each
such reduction of the Working Capital Facility shall






<PAGE>   55
                                       49

be made ratably among the Working Capital Lenders in accordance with their
Working Capital Commitments.

                 (vii)    The Letter of Credit Facility shall be permanently
reduced from time to time on the date of each reduction in the Working Capital
Facility by the amount, if any, by which the amount of the Letter of Credit
Facility exceeds the Working Capital Facility after giving effect to such
reduction of the Working Capital Facility.

                 SECTION 2.06.  Prepayments.  (a)  Optional.  The Borrower may,
upon at least five Business Days' notice to the Administrative Agent stating
the proposed date and aggregate principal amount of the prepayment (including,
without limitation, as a result of any refinancing in part or in whole of
amounts outstanding under the Loan Documents), and if such notice is given the
Borrower shall, prepay the outstanding aggregate principal amount of the
Advances comprising part of the same Borrowing in whole or ratably in part,
together with (i) accrued interest to the date of such prepayment on the
aggregate principal amount prepaid and (ii) in the case of any such prepayment
of any Advances other than Term Loan Advances, Acquisition Advances, Working
Capital Advances and Letter of Credit Advances prior to the first anniversary
of the First Closing Date, a premium of 1-3/4% of the aggregate principal
amount so prepaid, or on or after the first anniversary of the First Closing
Date but prior to the second anniversary of the First Closing Date, a premium
of 1% of the aggregate principal amount so prepaid; provided, however, that (x)
each partial prepayment shall be in an aggregate principal amount of $5,000,000
or an integral multiple of $1,000,000 in excess thereof, (y) if any prepayment
of a Eurodollar Rate Advance shall be made on a date other than the last day of
an Interest Period therefor the Borrower shall also pay any amounts owing
pursuant to Section 8.04(c) and (z) prepayments of the Acquisition Facility and
the Term Facilities shall be made ratably among such Facilities, to be applied
to the installments of each such Facility on a pro rata basis.

                 (b)      Mandatory.  (i)  The Borrower shall, on the 90th day
following the end of each Fiscal Year, prepay an aggregate principal amount of
the Advances comprising part of the same Borrowings in an amount equal to the
Excess Cash Flow Amount for such Fiscal Year.  Each such prepayment shall be
applied first to the Acquisition Facility and the Term Facilities in accordance
with, and subject to the terms of, clause (iv) below and second ratably to the
Working Capital Facility as set forth in clause (vii) below.

                 (ii)     The Borrower shall, on the date of receipt of the Net
Cash Proceeds by any Loan Party or any of its Subsidiaries or, in the case of
clause (C) below, Parent from (A) the sale, lease, transfer or other
disposition of any assets of any Loan Party or any of its Subsidiaries (other
than any sale, lease, transfer or other disposition of assets pursuant to
clause (i), (ii), (iii), (iv) or (v) of Section 5.02(e) and other than the sale
of assets pursuant to clause (vi) of Section 5.02(e) to the extent that the Net
Cash Proceeds of such sale do not exceed, in the aggregate from the First
Closing Date, $10,000,000), (B) the incurrence or






<PAGE>   56
                                       50

issuance by any Loan Party or any of its Subsidiaries of any Debt (other than
Debt incurred or issued pursuant to clause (i), (ii) or (iii) of Section
5.02(b)), (C) the sale or issuance by Parent of any capital stock or other
ownership or profit interest, any securities convertible into or exchangeable
for capital stock or other ownership or profit interest or any warrants, rights
or options to acquire capital stock or other ownership or profit interest, in
each case in this clause (C) in an initial public offering or subsequent
offering of capital stock of Parent and (D) any Extraordinary Receipt received
by or paid to or for the account of any Loan Party or any of its Subsidiaries
and not otherwise included in clause (A) or (B) above, prepay an aggregate
principal amount of the Advances comprising part of the same Borrowings equal
to the amount of such Net Cash Proceeds.  Each such prepayment shall be applied
first to the Acquisition Facility and the Term Facilities in accordance with,
and subject to the terms of, clause (iv) below and second ratably to the
Working Capital Facility as set forth in clause (vii) below.

                 (iii)    Anything contained in this Section 2.06(b) to the
contrary notwithstanding, (A) if, following the occurrence of any "Asset Sale"
(as such term is defined in the Senior Subordinated Notes Indenture or the
Senior Subordinated Discount Notes Indenture) by any Loan Party or any of its
Subsidiaries, the Borrower is required to commit by a particular date (a
"Commitment Date") to apply or cause its Subsidiaries to apply an amount equal
to any of the "Net Proceeds" (as defined in the Senior Subordinated Notes
Indenture or the Senior Subordinated Discount Notes Indenture, as the case may
be) thereof in a particular manner, or to apply by a particular date (an
"Application Date") an amount equal to any such "Net Proceeds" in a particular
manner, in either case in order to excuse the Borrower from being required to
make an "Asset Sale Offer" (as defined in the Senior Subordinated Notes
Indenture or the Senior Subordinated Discount Notes Indenture, as the case may
be) in connection with such "Asset Sale," and the Borrower shall have failed to
so commit or to so apply an amount equal to such "Net Proceeds" at least 60
days before the Commitment Date or the Application Date, as the case may be, or
(B) if the Borrower at any other time shall have failed to apply or commit or
cause to be applied an amount equal to any such "Net Proceeds," and, within 60
days thereafter assuming no further application or commitment of an amount
equal to such "Net Proceeds" the Borrower would otherwise be required to make
an "Asset Sale Offer" in respect thereof, then in either such case the Borrower
shall immediately apply or cause to be applied an amount equal to such "Net
Proceeds" to the payment of the Advances in the manner set forth in Section
2.06(b)(ii) in such amounts as shall excuse the Borrower from making any such
"Asset Sale Offer".

                 (iv)     Prepayments of the Acquisition Facility and the Term
Facilities pursuant to Section 2.06(b)(i), (ii) or (iii) shall be made ratably
among such Facilities, to be applied to the installments of each such Facility
on a pro rata basis until such installments are paid in full; provided,
however, that with respect to prepayments made prior to or on the second
anniversary of the First Closing Date, once prepayments in a principal amount
of $25,000,000 or more in the aggregate since the First Closing Date shall have
been applied to






<PAGE>   57
                                       51

the AXELs Series A Facility and the AXELs Series B Facility then the Lenders
under such Facilities, at each such Lender's option, may elect not to accept
such prepayment, in which event the provisions of the next sentence shall
apply.  With respect to such prepayments made prior to or on the second
anniversary of the First Closing Date, once the AXELs Series A Facility and the
AXELs Series B Facility shall have been prepaid in a principal amount of
$25,000,000 in the aggregate since the First Closing Date, then upon receipt by
the Administrative Agent of such prepayment, the amount of the prepayment that
is available to prepay such Facilities (subject to the proviso to the
immediately preceding sentence) shall be deposited in the Cash Collateral
Account (the "First Prepayment Amount"), pending application of such amount on
the First Prepayment Date and the Second Prepayment Date as set forth below and
promptly after such receipt (the date of such receipt being the "Receipt
Date"), the Administrative Agent shall give written notice to the AXELs Series
A Lenders and the AXELs Series B Lenders of the amount available to prepay the
Advances and the date on which such prepayment shall be made (the "First
Prepayment Date"), which date shall be 10 days after the Receipt Date.  Any
Lender declining such prepayment (a "First Declining Lender") shall give
written notice to the Administrative Agent by 12:00 Noon (New York City time)
on the Business Day immediately preceding the First Prepayment Date.  On the
First Prepayment Date, an amount equal to that portion of the First Prepayment
Amount accepted by the AXELs Series A Lenders and the AXELs Series B Lenders
other than the First Declining Lenders (such Lenders being the "First Accepting
Lenders") to prepay Advances owing to such First Accepting Lenders shall be
withdrawn from the Cash Collateral Account and applied to prepay Advances owing
to such First Accepting Lenders on a pro rata basis and any amounts that would
otherwise have been applied to prepay Advances owing to the First Declining
Lenders (the "Second Prepayment Amount") shall instead be retained in the Cash
Collateral Account and offered to the First Accepting Lenders to prepay
Advances owing to such First Accepting Lenders.  The Administrative Agent
shall, on or prior to the First Prepayment Date, give written notice to the
First Accepting Lenders of the Second Prepayment Amount that is available to
prepay the Advances owing to such First Accepting Lenders and the date on which
such prepayment shall be made (the "Second Prepayment Date"), which date shall
be 10 days after the First Prepayment Date.  Any First Accepting Lender
declining such prepayment (a "Second Declining Lender") shall give written
notice to the Administrative Agent by 12:00 Noon (New York City time) on the
Business Day immediately preceding the Second Prepayment Date.  On the Second
Prepayment Date, an amount equal to the Second Prepayment Amount shall be
withdrawn from the Cash Collateral Account and applied to prepay Advances owing
to the First Accepting Lenders other than the Second Declining Lenders (such
Lenders being the "Second Accepting Lenders") on a pro rata basis and any
amounts that would otherwise have been applied to prepay Advances owing to
Second Declining Lenders shall instead be applied first to prepay Advances
owing to the Acquisition Lenders and the Term Loan Lenders on a pro rata basis
and, in each case, to the installments thereof on a pro rata basis and second
ratably to prepay the Working Capital Facility as set forth in clause (vii)
below and, if the Acquisition Facility, Term Loan Facility and Working Capital
Facility shall have






<PAGE>   58
                                       52

been paid in full and terminated, amounts that would have been otherwise
applied to prepay Advances under such Facilities shall be applied instead to
prepay Advances owing to the Second Accepting Lenders.

                 (v)      The Borrower shall, on each Business Day, prepay an
aggregate principal amount of the Working Capital Advances comprising part of
the same Borrowings and the Letter of Credit Advances equal to the amount by
which (A) the sum of the aggregate principal amount of (x) the Working Capital
Advances and (y) the Letter of Credit Advances then outstanding plus the
aggregate Available Amount of all Letters of Credit then outstanding exceeds
(B) the Working Capital Facility on such Business Day.

                 (vi)     The Borrower shall, on each Business Day, pay to the
Administrative Agent for deposit in the L/C Cash Collateral Account an amount
sufficient to cause the aggregate amount on deposit in such Account to equal
the amount by which the aggregate Available Amount of all Letters of Credit
then outstanding exceeds the Letter of Credit Facility on such Business Day.

                 (vii)    Prepayments of the Working Capital Facility made
pursuant to clause (i), (ii), (iii) or (iv) above shall be first applied to
prepay Letter of Credit Advances then outstanding until such Advances are paid
in full, second applied to prepay Working Capital Advances then outstanding
comprising part of the same Borrowings until such Advances are paid in full and
third deposited in the L/C Cash Collateral Account to cash collateralize 100%
of the Available Amount of the Letters of Credit then outstanding; and, in the
case of prepayments of the Working Capital Facility required pursuant to clause
(i), (ii), (iii) or (iv) above, the amount remaining (if any) after the
prepayment in full of the Advances then outstanding and the 100% cash
collateralization of the aggregate Available Amount of Letters of Credit then
outstanding (the sum of such prepayment amounts, cash collateralization amounts
and remaining amount being referred to herein as the "Reduction Amount") may be
retained by the Borrower and the Working Capital Facility shall be permanently
reduced as set forth in Section 2.05(b)(vi).  Upon the drawing of any Letter of
Credit for which funds are on deposit in the L/C Cash Collateral Account, such
funds shall be applied to reimburse the relevant Issuing Bank or Working
Capital Lenders, as applicable.

                 (viii)   Notwithstanding anything to the contrary contained in
subsection (b)(ii) of this Section 2.06, so long as no Default shall have
occurred and be continuing, if, on any date on which a prepayment of Advances
would otherwise be required pursuant to subsection (b)(ii) of this Section
2.06, the aggregate amount of Net Cash Proceeds or other amounts otherwise
required by such subsection to be applied to prepay Advances on such date are
less than or equal to $1,000,000, the Borrower may defer such prepayment until
the date on which the aggregate amount of Net Cash Proceeds or other amounts
otherwise required by such subsection to be applied to prepay Advances exceeds
$1,000,000.  During such deferral period, the Borrower may apply all or any
part of such aggregate amount to prepay Working






<PAGE>   59
                                       53

Capital Advances and may, subject to the fulfillment of the conditions set
forth in Section 3.02, reborrow such amounts (which amounts, to the extent
originally constituting Net Cash Proceeds, shall be deemed to retain their
original character as Net Cash Proceeds when so reborrowed) for application as
required by this Section 2.06.  Upon the occurrence of a Default, the Borrower
shall immediately prepay Advances in the amount of all Net Cash Proceeds
received by the Borrower and other amounts, as applicable, that are required to
be applied to prepay Advances by this Section 2.06 (without giving effect to
the first and second sentences of this subsection (b)(viii)) but which have not
previously been so applied.

                 (ix)     The Borrower shall, on the date of receipt of the
proceeds of the New AXELs Series B Advances, prepay an aggregate principal
amount of the Acquisition Advances comprising part of the same Borrowings equal
to the amount of such proceeds minus the aggregate amount paid from such
proceeds for fees and expenses incurred in connection with Amendment No. 3.

                 (x)      All prepayments under this subsection (b) shall be
made together with accrued interest to the date of such prepayment on the
principal amount prepaid.

                 SECTION 2.07.  Interest.  (a)  Scheduled Interest.  The
Borrower shall pay interest on the unpaid principal amount of each Advance
owing to each Lender from the date of such Advance until such principal amount
shall be paid in full, at the following rates per annum:

                 (i)      Base Rate Advances.  During such periods as such
         Advance is a Base Rate Advance, a rate per annum equal at all times to
         the sum of (A) the Base Rate in effect from time to time plus (B) the
         Applicable Margin in effect from time to time, payable in arrears
         quarterly on the first day of each July, October, January and April
         during such periods and on the date such Base Rate Advance shall be
         Converted or paid in full.

                 (ii)     Eurodollar Rate Advances.  During such periods as
         such Advance is a Eurodollar Rate Advance, a rate per annum equal at
         all times during each Interest Period for such Advance to the sum of
         (A) the Eurodollar Rate for such Interest Period for such Advance plus
         (B) the Applicable Margin in effect on the first day of such Interest
         Period, payable in arrears on the last day of such Interest Period
         and, if such Interest Period has a duration of more than three months,
         on each day that occurs during such Interest Period every three months
         from the first day of such Interest Period and on the date such
         Eurodollar Rate Advance shall be Converted or paid in full.

                 (b)      Default Interest.  Upon the occurrence and during the
continuance of a Default, the Borrower shall pay interest on (i) the unpaid
principal amount of each Advance






<PAGE>   60
                                       54

owing to each Lender, payable in arrears on the dates referred to in clause
(a)(i) or (a)(ii) above and on demand, at a rate per annum equal at all times
to 2% per annum above the rate per annum required to be paid on such Advance
pursuant to clause (a)(i) or (a)(ii) above and (ii) to the fullest extent
permitted by law, the amount of any interest, fee or other amount payable
hereunder that is not paid when due, from the date such amount shall be due
until such amount shall be paid in full, payable in arrears on the date such
amount shall be paid in full and on demand, at a rate per annum equal at all
times to 2% per annum above the rate per annum required to be paid, in the case
of interest, on the Type of Advance on which such interest has accrued pursuant
to clause (a)(i) or (a)(ii) above, and, in all other cases, on Base Rate
Advances pursuant to clause (a)(i) above.

                 (c)      Notice of Interest Rate.  Promptly after receipt of a
Notice of Borrowing pursuant to Section 2.02(a), the Administrative Agent shall
give notice to the Borrower and each Appropriate Lender of the applicable
interest rate determined by the Administrative Agent for purposes of clause
(a)(i) or (ii).

                 SECTION 2.08.  Fees.  (a)  Commitment Fee.  The Borrower shall
pay to the Administrative Agent for the account of the Lenders a commitment
fee, from the date of the acceptance of the Initial Lenders' Commitments by the
Borrower in the case of each Initial Lender and from the effective date
specified in the Assignment and Acceptance pursuant to which it became a Lender
in the case of each other Lender until the Termination Date, payable in arrears
on the date of the initial Borrowing hereunder, thereafter quarterly on the
first day of each July, October, January and April, commencing July 1, 1996,
and on the Termination Date, at a rate per annum equal to the Applicable
Percentage in effect from time to time on the average daily unused portion of
each Appropriate Lender's Term Loan Commitment, AXELs Series A Commitment,
AXELs Series B Commitment and Acquisition Commitment, and on the sum of the
average daily Unused Working Capital Commitment of such Lender during such
quarter; provided, however, that no commitment fee shall accrue on any of the
Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting
Lender.

                 (b)      Letter of Credit Fees, Etc.  (i)  The Borrower shall
pay to the Administrative Agent for the account of each Working Capital Lender
a commission, payable in arrears quarterly on the first day of each July,
October, January and April, commencing July 1, 1996, and on the earliest to
occur of the full drawing, expiration, termination or cancellation of any
Letter of Credit and on the Termination Date, on such Lender's Pro Rata Share
of the average daily aggregate Available Amount during such quarter of all
Letters of Credit outstanding from time to time at a rate per annum equal to
the Applicable Margin for Eurodollar Rate Advances in effect from time to time.

                 (ii)     The Borrower shall pay to each Issuing Bank, for its
own account, such commissions, issuance fees, fronting fees, transfer fees and
other fees and charges in






<PAGE>   61
                                       55

connection with the issuance or administration of each Letter of Credit as the
Borrower and such Issuing Bank shall agree.

                 (c)      Administrative Agent's Fees.  The Borrower shall pay
to the Administrative Agent for its own account such fees as may from time to
time be agreed between the Borrower and the Administrative Agent.

                 SECTION 2.09.  Conversion of Advances.  (a)  Optional.  The
Borrower may on any Business Day, upon notice given to the Administrative Agent
not later than 11:00 A.M. (New York City time) on the third Business Day prior
to the date of the proposed Conversion and subject to the provisions of Section
2.10, Convert all or any portion of the Advances of one Type comprising the
same Borrowing into Advances of the other Type; provided, however, that any
Conversion of Eurodollar Rate Advances into Base Rate Advances shall be made
only on the last day of an Interest Period for such Eurodollar Rate Advances,
any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be in
an amount not less than the minimum amount specified in Section 2.02(b), no
Conversion of any Advances shall result in more separate Borrowings than
permitted under Section 2.02(b) and each Conversion of Advances comprising part
of the same Borrowing under any Facility shall be made ratably among the
Appropriate Lenders in accordance with their Commitments under such Facility.
Each such notice of Conversion shall, within the restrictions specified above,
specify (i) the date of such Conversion, (ii) the Advances to be Converted and
(iii) if such Conversion is into Eurodollar Rate Advances, the duration of the
initial Interest Period for such Advances.  Each notice of Conversion shall be
irrevocable and binding on the Borrower.

                 (b)      Mandatory.  (i)  On the date on which the aggregate
unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing
shall be reduced, by payment or prepayment or otherwise, to less than
$5,000,000, such Advances shall automatically Convert into Base Rate Advances.

                 (ii)     If the Borrower shall fail to select the duration of
any Interest Period for any Eurodollar Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" in Section 1.01,
the Administrative Agent will forthwith so notify the Borrower and the
Appropriate Lenders, whereupon each such Eurodollar Rate Advance will
automatically, on the last day of the then existing Interest Period therefor,
Convert into a Eurodollar Rate Advance with an Interest Period of one month.

                 (iii)    Upon the occurrence and during the continuance of any
Default, (x) each Eurodollar Rate Advance will automatically, on the last day
of the then existing Interest Period therefor, Convert into a Base Rate Advance
and (y) the obligation of the Lenders to make, or to Convert Advances into,
Eurodollar Rate Advances shall be suspended.






<PAGE>   62
                                       56


                 SECTION 2.10.  Increased Costs, Etc.  (a)  If, due to either
(i) the introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any
central bank or other governmental authority (whether or not having the force
of law), there shall be any increase in the cost to any Lender Party of
agreeing to make or of making, funding or maintaining Eurodollar Rate Advances
or of agreeing to issue or of issuing or maintaining or participating in
Letters of Credit or of agreeing to make or of making or maintaining Letter of
Credit Advances (excluding for purposes of this Section 2.10 any such increased
costs resulting from (i) Taxes or Other Taxes (as to which Section 2.12 shall
govern) and (ii) changes in the basis of taxation of overall net income or
overall gross income by the United States or by the foreign jurisdiction or
state under the laws of which such Lender Party is organized or has its
Applicable Lending Office or any political subdivision thereof), then the
Borrower shall from time to time, upon demand by such Lender Party (with a copy
of such demand to the Administrative Agent), pay to the Administrative Agent
for the account of such Lender Party additional amounts sufficient to
compensate such Lender Party for such increased cost; provided, however, that,
before making any such demand, each Lender Party agrees to use reasonable
efforts (consistent with its internal policy and legal and regulatory
restrictions) to designate a different Applicable Lending Office if the making
of such a designation would avoid the need for, or reduce the amount of, such
increased cost and would not, in the reasonable judgment of such Lender Party,
be otherwise disadvantageous to such Lender Party.  A certificate as to the
amount of such increased cost, submitted to the Borrower by such Lender Party,
shall be conclusive and binding for all purposes, absent manifest error.

                 (b)      If any Lender Party determines that either (i) the
enactment of or any change in or in the interpretation of any law or regulation
or (ii) the compliance with any guideline or request from any central bank or
other governmental authority (whether or not having the force of law) affects
or would affect the amount of capital required or expected to be maintained by
such Lender Party or any corporation controlling such Lender Party and that the
amount of such capital is increased by or based upon the existence of such
Lender Party's commitment to lend or to issue or participate in Letters of
Credit hereunder and other commitments of such type or the issuance or
maintenance of or participation in the Letters of Credit (or similar contingent
obligations), then, upon demand by such Lender Party or such corporation (with
a copy of such demand to the Administrative Agent), the Borrower shall pay to
the Administrative Agent for the account of such Lender Party, from time to
time as specified by such Lender Party, additional amounts sufficient to
compensate such Lender Party in the light of such circumstances, to the extent
that such Lender Party reasonably determines such increase in capital to be
allocable to the existence of such Lender Party's commitment to lend or to
issue or participate in Letters of Credit hereunder or to the issuance or
maintenance of or participation in any Letters of Credit; provided, however,
that, before making any such demand, each Lender Party agrees to use reasonable
efforts (consistent with its internal policy and legal and regulatory
restrictions) to designate a different Applicable Lending Office if the making
of such a designation would avoid the need






<PAGE>   63
                                       57

for, or reduce the amount of, such additional amounts payable under this
subsection (b) and would not, in the reasonable judgment of such Lender Party,
be otherwise disadvantageous to such Lender Party.  A certificate as to such
amounts submitted to the Borrower by such Lender Party shall be conclusive and
binding for all purposes, absent manifest error.

                 (c)      If, with respect to any Eurodollar Rate Advances
under any Facility, Lenders owed at least 25% of the then aggregate unpaid
principal amount thereof notify the Administrative Agent that the Eurodollar
Rate for any Interest Period for such Advances will not adequately reflect the
cost to such Lenders of making, funding or maintaining their Eurodollar Rate
Advances for such Interest Period, the Administrative Agent shall forthwith so
notify the Borrower and the Appropriate Lenders, whereupon (i) each such
Eurodollar Rate Advance under any Facility will automatically, on the last day
of the then existing Interest Period therefor, Convert into a Base Rate Advance
and (ii) the obligation of the Appropriate Lenders to make, or to Convert
Advances into, Eurodollar Rate Advances shall be suspended until the
Administrative Agent shall notify the Borrower that such Lenders have
determined that the circumstances causing such suspension no longer exist.

                 (d)      Notwithstanding any other provision of this
Agreement, if the introduction of or any change in or in the interpretation of
any law or regulation shall make it unlawful, or any central bank or other
governmental authority shall assert that it is unlawful, for any Lender or its
Eurodollar Lending Office to perform its obligations hereunder to make
Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate
Advances hereunder, then, on notice thereof and demand therefor by such Lender
to the Borrower through the Administrative Agent, (i) each Eurodollar Rate
Advance under each Facility under which such Lender has a Commitment will
automatically, upon such demand, Convert into a Base Rate Advance and (ii) the
obligation of the Appropriate Lenders to make, or to Convert Advances into,
Eurodollar Rate Advances shall be suspended until the Administrative Agent
shall notify the Borrower that such Lender has determined that the
circumstances causing such suspension no longer exist.

                 SECTION 2.11.  Payments and Computations.  (a)  The Borrower
shall make each payment hereunder and under the Notes, irrespective of any
right of counterclaim or set-off (except as otherwise provided in Section
2.15), not later than 11:00 A.M.  (New York City time) on the day when due in
U.S. dollars to the Administrative Agent at the Administrative Agent's Account
in same day funds, with payments being received by the Administrative Agent
after such time being deemed to have been received on the next succeeding
Business Day.  The Administrative Agent will promptly thereafter cause like
funds to be distributed (i) if such payment by the Borrower is in respect of
principal, interest, commitment fees or any other Obligation then payable
hereunder and under the Notes to more than one Lender Party, to such Lender
Parties for the account of their respective Applicable Lending Offices ratably
in accordance with the amounts of such respective Obligations then payable to
such Lender Parties and (ii) if such payment by the






<PAGE>   64
                                       58

Borrower is in respect of any Obligation then payable hereunder to one Lender
Party, to such Lender Party for the account of its Applicable Lending Office,
in each case to be applied in accordance with the terms of this Agreement.
Upon its acceptance of an Assignment and Acceptance and recording of the
information contained therein in the Register pursuant to Section 8.07(d), from
and after the effective date of such Assignment and Acceptance, the
Administrative Agent shall make all payments hereunder and under the Notes in
respect of the interest assigned thereby to the Lender Party assignee
thereunder, and the parties to such Assignment and Acceptance shall make all
appropriate adjustments in such payments for periods prior to such effective
date directly between themselves.

                 (b)      If the Administrative Agent receives funds for
application to the Obligations under the Loan Documents under circumstances for
which the Loan Documents do not specify the Advances or the Facility to which,
or the manner in which, such funds are to be applied, the Administrative Agent
may, but shall not be obligated to, elect to distribute such funds to each
Lender Party ratably in accordance with such Lender Party's proportionate share
of the principal amount of all outstanding Advances and the Available Amount of
all Letters of Credit then outstanding, in repayment or prepayment of such of
the outstanding Advances or other Obligations owed to such Lender Party, and
for application to such principal installments, as the Administrative Agent
shall direct.

                 (c)      The Borrower hereby authorizes each Lender Party, if
and to the extent payment owed to such Lender Party is not made when due
hereunder or, in the case of a Lender, under the Note held by such Lender, to
charge from time to time against any or all of the Borrower's accounts with
such Lender Party any amount so due.

                 (d)      All computations of interest, fees and Letter of
Credit commissions shall be made by the Administrative Agent on the basis of a
year of 360 days, in each case for the actual number of days (including the
first day but excluding the last day) occurring in the period for which such
interest, fees or commissions are payable.  Each determination by the
Administrative Agent of an interest rate, fee or commission hereunder shall be
conclusive and binding for all purposes, absent manifest error.

                 (e)      Whenever any payment hereunder or under the Notes
shall be stated to be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day, and such extension of time
shall in such case be included in the computation of payment of interest or
commitment fee, as the case may be; provided, however, that, if such extension
would cause payment of interest on or principal of Eurodollar Rate Advances to
be made in the next following calendar month, such payment shall be made on the
next preceding Business Day.

                 (f)      Unless the Administrative Agent shall have received
notice from the Borrower prior to the date on which any payment is due to any
Lender Party hereunder that






<PAGE>   65
                                       59

the Borrower will not make such payment in full, the Administrative Agent may
assume that the Borrower has made such payment in full to the Administrative
Agent on such date and the Administrative Agent may, in reliance upon such
assumption, cause to be distributed to such Lender Party on such due date an
amount equal to the amount then due such Lender Party.  If and to the extent
the Borrower shall not have so made such payment in full to the Administrative
Agent, each such Lender Party shall repay to the Administrative Agent forthwith
on demand such amount distributed to such Lender Party together with interest
thereon, for each day from the date such amount is distributed to such Lender
Party until the date such Lender Party repays such amount to the Administrative
Agent, at the Federal Funds Rate.

                 SECTION 2.12.  Taxes.  (a)  Any and all payments by the
Borrower hereunder or under the Notes shall be made, in accordance with Section
2.11, free and clear of and without deduction for any and all present or future
taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, excluding, in the case of each Lender Party
and each Agent, taxes that are imposed on its overall net income by the United
States and taxes that are imposed on its overall net income (and franchise
taxes imposed in lieu thereof) by the state or foreign jurisdiction under the
laws of which such Lender Party or such Agent (as the case may be) is organized
or any political subdivision thereof and, in the case of each Lender Party,
taxes that are imposed on its overall net income (and franchise taxes imposed
in lieu thereof) by the state or foreign jurisdiction of such Lender Party's
Applicable Lending Office or any political subdivision thereof (all such
non-excluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities in respect of payments hereunder or under the Notes being
hereinafter referred to as "Taxes").  If the Borrower shall be required by law
to deduct any Taxes from or in respect of any sum payable hereunder or under
any Note to any Lender Party or any Agent, (i) the sum payable shall be
increased as may be necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section
2.12) such Lender Party or such Agent (as the case may be) receives an amount
equal to the sum it would have received had no such deductions been made, (ii)
the Borrower shall make such deductions and (iii) the Borrower shall pay the
full amount deducted to the relevant taxation authority or other authority in
accordance with applicable law.

                 (b)      In addition, the Borrower shall pay any present or
future stamp, documentary, excise, property or similar taxes, charges or levies
that arise from any payment made hereunder or under the Notes or from the
execution, delivery or registration of, performing under, or otherwise with
respect to, this Agreement or the Notes (hereinafter referred to as "Other
Taxes").

                 (c)      The Borrower shall indemnify each Lender Party and
each Agent for and hold it harmless against the full amount of Taxes and Other
Taxes, and the full amount of taxes of any kind imposed by any jurisdiction on
amounts payable under this Section 2.12,






<PAGE>   66
                                       60

imposed on or paid by such Lender Party or such Agent (as the case may be) and
any liability (including penalties, additions to tax, interest and expenses)
arising therefrom or with respect thereto.  This indemnification shall be made
within 30 days from the date such Lender Party or such Agent (as the case may
be) makes written demand therefor.

                 (d)      Within 30 days after the date of any payment of
Taxes, the Borrower shall furnish to the Administrative Agent, at its address
referred to in Section 8.02, the original or a certified copy of a receipt
evidencing such payment.  In the case of any payment hereunder or under the
Notes by or on behalf of the Borrower through an account or branch outside the
United States or by or on behalf of the Borrower by a payor that is not a
United States person, if the Borrower determines that no Taxes are payable in
respect thereof, the Borrower shall furnish, or shall cause such payor to
furnish, to the Administrative Agent, at such address, an opinion of counsel
acceptable to the Administrative Agent stating that such payment is exempt from
Taxes.  For purposes of this subsection (d) and subsection (e), the terms
"United States" and "United States person" shall have the meanings specified in
Section 7701 of the Internal Revenue Code.

                 (e)      Each Lender Party organized under the laws of a
jurisdiction outside the United States shall, on or prior to the date of its
execution and delivery of this Agreement in the case of each Initial Lender or
Initial Issuing Bank, as the case may be, and on the date of the Assignment and
Acceptance pursuant to which it becomes a Lender Party in the case of each
other Lender Party, and from time to time thereafter as requested in writing by
the Borrower (but only so long thereafter as such Lender Party remains lawfully
able to do so), provide each of the Administrative Agent and the Borrower with
two original Internal Revenue Service forms 1001 or 4224 or (in the case of a
Lender Party that is claiming exemption from United States withholding tax
under Section 871(h) or 881(c) of the Internal Revenue Code with respect to
payments of "portfolio interest") form W-8 (and, if such Lender Party delivers
a form W-8, a certificate representing that such Lender Party is not a "bank"
for purposes of Section 881(c) of the Internal Revenue Code, is not a
10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the
Internal Revenue Code) of the Borrower and is not a controlled foreign
corporation related to the Borrower (within the meaning of Section 864(d)(4) of
the Internal Revenue Code)), as appropriate, or any successor or other form
prescribed by the Internal Revenue Service, certifying that such Lender Party
is exempt from or entitled to a reduced rate of United States withholding tax
on payments pursuant to this Agreement or the Notes or, in the case of a Lender
Party providing a form W-8, certifying that such Lender Party is a foreign
corporation, partnership, estate or trust.  If the forms provided by a Lender
Party at the time such Lender Party first becomes a party to this Agreement
indicates a United States interest withholding tax rate in excess of zero,
withholding tax at such rate shall be considered excluded from the definition
of Taxes hereunder unless and until such Lender Party provides the appropriate
form certifying that a lesser rate applies, whereupon withholding tax at such
lesser rate only shall be considered excluded from the definition of Taxes
hereunder for periods governed by






<PAGE>   67
                                       61

such form; provided, however, that, if at the date of the Assignment and
Acceptance pursuant to which a Lender Party becomes a party to this Agreement,
the Lender Party assignor was entitled to payments under subsection (a) in
respect of United States withholding tax with respect to interest paid at such
date, then, to such extent, the term Taxes shall include (in addition to
withholding taxes that may be imposed in the future or other amounts otherwise
includible in Taxes) United States withholding tax, if any, applicable with
respect to the Lender Party assignee on such date.

                 (f)      For any period with respect to which a Lender Party
has failed to provide the Borrower with the appropriate form described in
subsection (e) above (other than if such failure is due to a change in law
occurring after the date on which a form originally was required to be provided
or if such form otherwise is not required under subsection (e) above), such
Lender Party shall not be entitled to indemnification under subsection (a) or
(c) with respect to Taxes imposed by the United States by reason of such
failure; provided, however, that should a Lender Party become subject to Taxes
because of its failure to deliver a form required hereunder, the Borrower shall
take such steps as such Lender Party shall reasonably request to assist such
Lender Party to recover such Taxes.

                 (g)      Any Lender Party claiming any additional amounts
payable pursuant to this Section 2.12 shall use reasonable efforts (consistent
with its internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Applicable Lending Office if the making of such a change
would avoid the need for, or reduce the amount of, any such additional amounts
that may thereafter accrue and would not, in the reasonable judgment of such
Lender Party, be otherwise disadvantageous to such Lender Party.

                 SECTION 2.13.  Sharing of Payments, Etc.  If any Lender Party
shall obtain at any time any payment (whether voluntary, involuntary, through
the exercise of any right of set-off, or otherwise, other than as a result of
an assignment pursuant to Section 8.07) (a) on account of Obligations due and
payable to such Lender Party hereunder and under the Notes at such time in
excess of its ratable share (according to the proportion of (i) the amount of
such Obligations due and payable to such Lender Party at such time to (ii) the
aggregate amount of the Obligations due and payable to all Lender Parties
hereunder and under the Notes at such time) of payments on account of the
Obligations due and payable to all Lender Parties hereunder and under the Notes
at such time obtained by all the Lender Parties at such time or (b) on account
of Obligations owing (but not due and payable) to such Lender Party hereunder
and under the Notes at such time in excess of its ratable share (according to
the proportion of (i) the amount of such Obligations owing to such Lender Party
at such time to (ii) the aggregate amount of the Obligations owing (but not due
and payable) to all Lender Parties hereunder and under the Notes at such time)
of payments on account of the Obligations owing (but not due and payable) to
all Lender Parties hereunder and under the Notes at such time obtained by all
of the Lender Parties at such time, such Lender Party shall forthwith purchase
from the other Lender Parties such interests or






<PAGE>   68
                                       62

participating interests in the Obligations due and payable or owing to them, as
the case may be, as shall be necessary to cause such purchasing Lender Party to
share the excess payment ratably with each of them; provided, however, that if
all or any portion of such excess payment is thereafter recovered from such
purchasing Lender Party, such purchase from each other Lender Party shall be
rescinded and such other Lender Party shall repay to the purchasing Lender
Party the purchase price to the extent of such Lender Party's ratable share
(according to the proportion of (i) the purchase price paid to such Lender
Party to (ii) the aggregate purchase price paid to all Lender Parties) of such
recovery together with an amount equal to such Lender Party's ratable share
(according to the proportion of (i) the amount of such other Lender Party's
required repayment to (ii) the total amount so recovered from the purchasing
Lender Party) of any interest or other amount paid or payable by the purchasing
Lender Party in respect of the total amount so recovered; provided further
that, so long as the Obligations under the Loan Documents shall not have been
accelerated, any excess payment received by any Appropriate Lender shall be
shared on a pro rata basis only with other Appropriate Lenders.  The Borrower
agrees that any Lender Party so purchasing an interest or participating
interest from another Lender Party pursuant to this Section 2.13 may, to the
fullest extent permitted by law, exercise all its rights of payment (including
the right of set-off) with respect to such interest or participating interest,
as the case may be, as fully as if such Lender Party were the direct creditor
of the Borrower in the amount of such interest or participating interest, as
the case may be.

                 SECTION 2.14.  Use of Proceeds.  The proceeds of (i) the Term
Loan Advances, the AXELs Series A Advances and the Existing AXELs Series B
Advances shall be available (and the Borrower agrees that it shall use such
proceeds) solely to pay to the Sellers the cash consideration for the
Acquisition, pay transaction fees and expenses and refinance certain Existing
Debt, (ii) the New AXELs Series B Advances shall be available (and the Borrower
agrees that it shall use such proceeds) solely to prepay outstanding
Acquisition Advances and to pay transaction fees and expenses incurred in
connection with Amendment No. 3, (iii) the Acquisition Advances shall be
available (and the Borrower agrees that it shall use such proceeds) solely to
finance certain acquisitions to the extent permitted hereunder (whether on the
date of such acquisition or otherwise), to refinance construction costs of new
bowling centers after the completion of the construction thereof and to provide
working capital for the Borrower and its Subsidiaries to the extent not used
for such acquisitions, and (iv) the Working Capital Advances and the issuances
of Letters of Credit shall be available (and the Borrower agrees that it shall
use such proceeds and Letters of Credit) solely (a) to provide working capital
for the Borrower and its Subsidiaries, (b) to finance certain acquisitions to
the extent permitted hereunder and to refinance construction costs of new
bowling centers after the completion of the construction thereof, in each case
in this clause (b) to the extent Acquisition Advances have previously been used
to provide working capital for the Borrower and its Subsidiaries, (c) to make
any payments required under the Support Agreement, (d) to pay to the Sellers
the "purchase price adjustment" (if






<PAGE>   69
                                       63

any) required to be paid pursuant to the Purchase Agreement and (e) to finance
payments required under guarantees permitted by Section 5.02(b)(iii)(I).

                 SECTION 2.15.  Defaulting Lenders.  (a)  In the event that, at
any one time, (i) any Lender Party shall be a Defaulting Lender, (ii) such
Defaulting Lender shall owe a Defaulted Advance to the Borrower and (iii) the
Borrower shall be required to make any payment hereunder or under any other
Loan Document to or for the account of such Defaulting Lender, then the
Borrower may, so long as no Default shall occur or be continuing at such time
and to the fullest extent permitted by applicable law, set off and otherwise
apply the Obligation of the Borrower to make such payment to or for the account
of such Defaulting Lender against the obligation of such Defaulting Lender to
make such Defaulted Advance.  In the event that, on any date, the Borrower
shall so set off and otherwise apply its obligation to make any such payment
against the obligation of such Defaulting Lender to make any such Defaulted
Advance on or prior to such date, the amount so set off and otherwise applied
by the Borrower shall constitute for all purposes of this Agreement and the
other Loan Documents an Advance by such Defaulting Lender made on the date
under the Facility pursuant to which such Defaulted Advance was originally
required to have been made pursuant to Section 2.01.  Such Advance shall be a
Base Rate Advance and shall be considered, for all purposes of this Agreement,
to comprise part of the Borrowing in connection with which such Defaulted
Advance was originally required to have been made pursuant to Section 2.01,
even if the other Advances comprising such Borrowing shall be Eurodollar Rate
Advances on the date such Advance is deemed to be made pursuant to this
subsection (a).  The Borrower shall notify the Administrative Agent at any time
the Borrower exercises its right of set-off pursuant to this subsection (a) and
shall set forth in such notice (A) the name of the Defaulting Lender and the
Defaulted Advance required to be made by such Defaulting Lender and (B) the
amount set off and otherwise applied in respect of such Defaulted Advance
pursuant to this subsection (a).  Any portion of such payment otherwise
required to be made by the Borrower to or for the account of such Defaulting
Lender which is paid by the Borrower, after giving effect to the amount set off
and otherwise applied by the Borrower pursuant to this subsection (a), shall be
applied by the Administrative Agent as specified in subsection (b) or (c) of
this Section 2.15.

                 (b)      In the event that, at any one time, (i) any Lender
Party shall be a Defaulting Lender, (ii) such Defaulting Lender shall owe a
Defaulted Amount to any Agent or any of the other Lender Parties and (iii) the
Borrower shall make any payment hereunder or under any other Loan Document to
the Administrative Agent for the account of such Defaulting Lender, then the
Administrative Agent may, on its behalf or on behalf of such other Lender
Parties and to the fullest extent permitted by applicable law, apply at such
time the amount so paid by the Borrower to or for the account of such
Defaulting Lender to the payment of each such Defaulted Amount to the extent
required to pay such Defaulted Amount.  In the event that the Administrative
Agent shall so apply any such amount to the payment of any such Defaulted
Amount on any date, the amount so applied by the






<PAGE>   70
                                       64

Administrative Agent shall constitute for all purposes of this Agreement and
the other Loan Documents payment, to such extent, of such Defaulted Amount on
such date.  Any such amount so applied by the Administrative Agent shall be
retained by the Administrative Agent or distributed by the Administrative Agent
to such other Agents or Lender Parties, ratably in accordance with the
respective portions of such Defaulted Amounts payable at such time to the
Administrative Agent and such other Agents and Lender Parties and, if the
amount of such payment made by the Borrower shall at such time be insufficient
to pay all Defaulted Amounts owing at such time to the Administrative Agent and
the other Agents and Lender Parties, in the following order of priority:

                 (i)      first, to the Agents for any Defaulted Amount then
         owing to the Agents, ratably in accordance with such respective
         Defaulted Amounts then owing to the Agents; and

                 (ii)     second, to any other Lender Parties for any Defaulted
         Amounts then owing to such other Lender Parties, ratably in accordance
         with such respective Defaulted Amounts then owing to such other Lender
         Parties.

Any portion of such amount paid by the Borrower for the account of such
Defaulting Lender remaining, after giving effect to the amount applied by the
Administrative Agent pursuant to this subsection (b), shall be applied by the
Administrative Agent as specified in subsection (c) of this Section 2.15.

                 (c)      In the event that, at any one time, (i) any Lender
Party shall be a Defaulting Lender, (ii) such Defaulting Lender shall not owe a
Defaulted Advance or a Defaulted Amount and (iii) the Borrower, any Agent or
any other Lender Party shall be required to pay or distribute any amount
hereunder or under any other Loan Document to or for the account of such
Defaulting Lender, then the Borrower or such other Lender Party shall pay such
amount to the Administrative Agent to be held by the Administrative Agent, to
the fullest extent permitted by applicable law, in escrow or the Administrative
Agent shall, to the fullest extent permitted by applicable law, hold in escrow
such amount otherwise held by it.  Any funds held by the Administrative Agent
in escrow under this subsection (c) shall be deposited by the Administrative
Agent in an account with Citibank, in the name and under the control of the
Administrative Agent, but subject to the provisions of this subsection (c).
The terms applicable to such account, including the rate of interest payable
with respect to the credit balance of such account from time to time, shall be
Citibank's standard terms applicable to escrow accounts maintained with it.
Any interest credited to such account from time to time shall be held by the
Administrative Agent in escrow under, and applied by the Administrative Agent
from time to time in accordance with the provisions of, this subsection (c).
The Administrative Agent shall, to the fullest extent permitted by applicable
law, apply all funds so held in escrow from time to time to the extent
necessary to make any Advances required to be made by such Defaulting Lender
and to pay any amount payable by






<PAGE>   71
                                       65

such Defaulting Lender hereunder and under the other Loan Documents to the
Administrative Agent or any other Agent or Lender Party, as and when such
Advances or amounts are required to be made or paid and, if the amount so held
in escrow shall at any time be insufficient to make and pay all such Advances
and amounts required to be made or paid at such time, in the following order of
priority:

                 (i)      first, to the Agents for any amount then due and
         payable by such Defaulting Lender to the Agents under the Loan
         Documents, ratably in accordance with such respective amounts then due
         and payable to the Agents;

                 (ii)     second, to any other Lender Parties for any amount
         then due and payable by such Defaulting Lender to such other Lender
         Parties hereunder, ratably in accordance with such respective amounts
         then due and payable to such other Lender Parties; and

                 (iii)    third, to the Borrower for any Advance then required
         to be made by such Defaulting Lender pursuant to a Commitment of such
         Defaulting Lender.

In the event that any Lender Party that is a Defaulting Lender shall, at any
time, cease to be a Defaulting Lender, any funds held by the Administrative
Agent in escrow at such time with respect to such Lender Party shall be
distributed by the Administrative Agent to such Lender Party and applied by
such Lender Party to the Obligations owing to such Lender Party at such time
under this Agreement and the other Loan Documents ratably in accordance with
the respective amounts of such Obligations outstanding at such time.

                 (d)      The rights and remedies against a Defaulting Lender
under this Section 2.15 are in addition to other rights and remedies that the
Borrower may have against such Defaulting Lender with respect to any Defaulted
Advance and that any Agent or any Lender Party may have against such Defaulting
Lender with respect to any Defaulted Amount.


                                  ARTICLE III

                             CONDITIONS OF LENDING

                 SECTION 3.01.  Conditions Precedent to Initial Extension of
Credit.  The obligation of each Lender to make an Advance or of any Issuing
Bank to issue a Letter of Credit on the occasion of the Initial Extension of
Credit hereunder is subject to the satisfaction of the following conditions
precedent before or concurrently with the Initial Extension of Credit:






<PAGE>   72
                                       66

                 (a)      The Acquisition shall have been consummated in
         accordance with the terms of the Purchase Agreement, without any
         waiver or amendment not consented to by the Agents of any material
         term, provision or condition set forth therein, and in compliance with
         all applicable laws.

                 (b)      The Purchase Agreement shall be in full force and 
         effect.

                 (c)      Parent shall have received at least $375,000,000 in
         Net Cash Proceeds of the sale of equity to the Equity Investors, and
         such Net Cash Proceeds shall have been contributed, directly or
         indirectly, to the Borrower as a capital contribution and the Borrower
         shall have received $500,000,000 (less an underwriting spread of 3.5%
         on the first $350,000,000 and 4.5% on the remaining $150,000,000) in
         gross cash proceeds of the issuance of the Subordinated Notes.

                 (d)      The Lender Parties shall be satisfied with the
         corporate and legal structure and capitalization of each Loan Party
         and each of its Subsidiaries, including the terms and conditions of
         the charter, bylaws and each class of capital stock of each Loan Party
         and each such Subsidiary and of each agreement or instrument relating
         to such structure or capitalization.

                 (e)      The Agents shall be satisfied that all Existing Debt,
         other than the Debt identified on Schedule 3.01(e) (the "Surviving
         Debt"), has been prepaid, redeemed or defeased in full or otherwise
         satisfied and extinguished and that all Surviving Debt shall be on
         terms and conditions satisfactory to the Lender Parties.

                 (f)      Before giving effect to the Acquisition and the other
         transactions contemplated by this Agreement, there shall have occurred
         no Material Adverse Change since December 31, 1995.

                 (g)      There shall exist no action, suit, investigation,
         litigation or proceeding affecting any Loan Party or any of its
         Subsidiaries pending or threatened before any court, governmental
         agency or arbitrator that (i) would be reasonably likely to have a
         Material Adverse Effect or (ii) purports to affect the legality,
         validity or enforceability of the Acquisition, this Agreement, any
         Note, any other Loan Document, any Related Document or the
         consummation of the transactions contemplated hereby.

                 (h)      Nothing shall have come to the attention of the
         Lender Parties during the course of their due diligence investigation
         to lead them to believe (i) that the Information Memorandum was or has
         become misleading, incorrect or incomplete in any material respect,
         (ii) that, following the consummation of the Acquisition, the Borrower
         and its Subsidiaries would not have good and marketable title to all
         material assets of the Company and its Subsidiaries reflected in the
         Information Memorandum






<PAGE>   73
                                       67

         (other than those disposed of in the ordinary course of business) and
         (iii) that the Acquisition will have a Material Adverse Effect;
         without limiting the generality of the foregoing, the Agents shall
         have been given such access to the management, records, books of
         account, contracts and properties of the Loan Parties and their
         Subsidiaries as they shall have requested.

                 (i)      All governmental and third party consents and
         approvals necessary in connection with the Acquisition, the Loan
         Documents and the Related Documents and the transactions contemplated
         thereby shall have been obtained (without the imposition of any
         conditions that are not reasonably acceptable to the Agents) and shall
         remain in effect other than such governmental or third party consents
         and approvals the failure to obtain which shall not (x) be materially
         adverse to Holdings or the Borrower, in each case together with its
         respective Subsidiaries, taken as a whole, (y) affect the
         enforceability, validity or binding effect of any of the Loan
         Documents required to be executed and delivered prior to or on the
         First Closing Date or (z) expose the Arrangers, the Agents or the
         Lender Parties to personal liability; provided, however, that with
         respect to the receipt of licenses to sell or serve alcoholic
         beverages or to engage in gaming, lottery or gambling activities (or
         the necessary consents or approvals with respect thereto), such
         condition shall be satisfied if the Agents are reasonably satisfied
         that licenses have been obtained or that other appropriate mechanisms
         which will not result in denial or loss of a license or penalties
         (other than immaterial civil penalties) or put the Borrower or its
         Subsidiaries at risk of an enforcement action for a violation are in
         place and, in each case, are expected to remain in place for the
         foreseeable future without material risk or expectation of losing such
         ability in the future (other than the risk that any holder of a liquor
         license or a gaming, lottery or gambling license that complies with
         the terms and requirements of such license and the relevant law
         generally bears of nonrenewal) so that after the First Closing Date,
         alcoholic beverages can continue to be sold or served and gaming
         activities can continue to be conducted in essentially the same manner
         and on essentially the same terms (and without any additional material
         restrictions) as before the First Closing Date and in compliance in
         all material respects with all applicable laws and rules, regulations,
         statutes, licenses and orders of any governmental authority relating
         to the sale or service of alcoholic beverages or engaging in gaming,
         lottery and gambling activities at bowling centers (or related
         premises) which would reasonably be expected to enable the Borrower
         and its Subsidiaries to derive, during a 10-month period beginning on
         the First Closing Date, at least 90% of the total revenues from the
         sale and/or service of alcoholic beverages and, other than in the
         State of Washington, gaming, lottery and gambling activities (and from
         any related management service agreements and leases) during the
         10-month period ended October 31, 1995; all applicable waiting periods
         shall have expired without any action being taken by any competent
         authority; and no law or regulation shall be applicable in the
         judgment of the Agents that restrains, prevents or






<PAGE>   74
                                       68

         imposes materially adverse conditions upon the Acquisition, the Loan
         Documents and the Related Documents and the transactions contemplated
         thereby.

                 (j)      The Agents shall be satisfied with all contractual and
         other arrangements with the Borrower's management.

                 (k)      All capital stock of the Borrower shall be owned by
         Holdings, all capital stock of Holdings shall be owned by Parent and
         all capital stock of Parent shall be owned by the Equity Investors,
         and all of the stock of the Borrower's Subsidiaries shall be owned by
         the Borrower or one or more of the Borrower's Subsidiaries, in each
         case free and clear of any lien, charge or encumbrance, other than
         Liens in favor of the Secured Parties.

                 (l)      The Agents shall be satisfied that the Borrower and
         its Subsidiaries will be able to meet their obligations under all
         Plans, that the Borrower's and its Subsidiaries' Plans are, in all
         material respects, funded in accordance with the minimum statutory
         requirements, that no material "reportable event" (as defined in
         ERISA, but excluding events for which reporting has been waived) has
         occurred as to any such Plan and that no termination of, or withdrawal
         from, any such Plan has occurred or is contemplated that could result
         in a material liability.

                 (m)      The Agents shall be satisfied (i) with the sources,
         terms and conditions of the equity and the other debt financing for
         the Acquisition and the other transactions contemplated by the Loan
         Documents and the Related Documents, (ii) that the amount of committed
         equity and debt financing shall be sufficient to meet the financing
         requirements of the Acquisition and the other transactions
         contemplated by the Loan Documents and the Related Documents and (iii)
         that the amount of transaction fees and expenses payable in connection
         with the closing of the Acquisition and the other transactions
         contemplated by the Loan Documents and the Related Documents does not
         exceed the maximum amount previously disclosed to the Initial Lenders.

                 (n)      The Lender Parties shall have received audited
         financial statements of the Borrower and its Subsidiaries for the year
         ended December 31, 1995, from which financial statements shall be
         derived a Consolidated pro forma EBITDA of the Borrower and its
         Subsidiaries of at least $165,000,000 (as reflected in the offering
         circular for the Subordinated Notes).

                 (o)      The Borrower shall have paid all accrued fees of the
         Lender Parties and all accrued fees and expenses of the Agents and the
         Arrangers (including the accrued fees and expenses of counsel to the
         Agents and the Arrangers and local, foreign and






<PAGE>   75
                                       69

         intellectual property counsel to, and of other experts and advisors
         retained by, the Agents for the Lender Parties).

                 (p)      The Administrative Agent shall have received on or
         before the day of the Initial Extension of Credit the following, each
         dated such day (unless otherwise specified), in form and substance
         satisfactory to the Agents (unless otherwise specified) and (except
         for the Notes) in sufficient copies for each Lender Party:

                          (i)     The Notes payable to the order of the
                 Lenders.

                          (ii)    Certified copies of the resolutions of the
                 Board of Directors of the Borrower, the Company and each other
                 Loan Party approving the Acquisition, this Agreement, the
                 Notes, each other Loan Document and each Related Document to
                 which it is or is to be a party, and of all documents
                 evidencing other necessary corporate action and governmental
                 and other third party approvals and consents, if any, with
                 respect to the Acquisition, this Agreement, the Notes, each
                 other Loan Document and each Related Document.

                          (iii)   A copy of a certificate of the Secretary of
                 State of the jurisdiction of its incorporation, dated
                 reasonably near the date of the Initial Extension of Credit,
                 listing the charter of the Borrower, the Company and each
                 other Loan Party and each amendment thereto on file in his
                 office and certifying that (A) such amendments are the only
                 amendments to the Borrower's, the Company's or such other Loan
                 Party's charter on file in his office, (B) the Borrower, the
                 Company and each other Loan Party have paid all franchise
                 taxes to the date of such certificate and (C) the Borrower,
                 the Company and each other Loan Party are duly incorporated
                 and in good standing under the laws of the jurisdiction of its
                 incorporation.

                          (iv)    A copy of a certificate of the Secretary of
                 State of such states as the Administrative Agent may require,
                 dated reasonably near the date of the Initial Extension of
                 Credit, stating that the Borrower, the Company and each other
                 Loan Party are duly qualified and in good standing as foreign
                 corporations in such State and have filed all annual reports
                 required to be filed to the date of such certificate.

                          (v)     A certificate of the Borrower, the Company
                 and each other Loan Party, signed on behalf of the Borrower,
                 the Company and such other Loan Party by its President or a
                 Vice President and its Secretary or any Assistant Secretary,
                 dated the date of the Initial Extension of Credit (the
                 statements made in which certificate shall be true on and as
                 of the date of the






<PAGE>   76
                                       70

                 Initial Extension of Credit), certifying as to (A) the absence
                 of any amendments to the charter of the Borrower, the Company
                 or such other Loan Party since the date of the Secretary of
                 State's certificate referred to in Section 3.01(p)(iii), (B) a
                 true and correct copy of the bylaws of the Borrower, the
                 Company and such other Loan Party as in effect on the date of
                 the Initial Extension of Credit, (C) the due incorporation and
                 good standing of the Borrower, the Company and such other Loan
                 Party as a corporation organized under the laws of the state
                 of its incorporation, and the absence of any proceeding for
                 the dissolution or liquidation of the Borrower, the Company or
                 such other Loan Party, (D) the truth of the representations
                 and warranties contained in the Loan Documents as though made
                 on and as of the date of the Initial Extension of Credit and
                 (E) the absence of any event occurring and continuing, or
                 resulting from the Initial Extension of Credit, that
                 constitutes a Default.

                          (vi)    A certificate of the Secretary or an
                 Assistant Secretary of the Borrower, the Company and each
                 other Loan Party certifying the names and true signatures of
                 the officers of the Borrower, the Company and such other Loan
                 Party authorized to sign this Agreement, the Notes, each other
                 Loan Document and each Related Document to which they are or
                 are to be parties and the other documents to be delivered
                 hereunder and thereunder.

                          (vii)   A security agreement in substantially the
                 form of Exhibit D hereto (together with each other security
                 agreement delivered or to be delivered pursuant to Section
                 5.01(n), in each case as amended, supplemented or otherwise
                 modified from time to time in accordance with its terms, the
                 "Security Agreement"), duly executed by the Borrower and each
                 other Loan Party, together with:

                                  (A)      certificates representing the
                          Pledged Shares referred to therein accompanied by
                          undated stock powers executed in blank and
                          instruments evidencing the Pledged Debt referred to
                          therein indorsed in blank,

                                  (B)      duly executed proper financing
                          statements, to be filed under the Uniform Commercial
                          Code of all jurisdictions that the Collateral Agent
                          may deem necessary or desirable in order to perfect
                          and protect the first priority liens and security
                          interests created under the Security Agreement,
                          covering the Collateral described in the Security
                          Agreement,






<PAGE>   77
                                       71

                                  (C)      completed requests for information,
                          dated on or before the date of the Initial Extension
                          of Credit, listing all effective financing statements
                          filed in the jurisdictions referred to in clause (B)
                          above that name the Borrower, the Company or any
                          other Loan Party as debtor, together with copies of
                          such other financing statements,

                                  (D)      evidence of the completion of all
                          other recordings and filings of or with respect to
                          the Security Agreement that the Collateral Agent may
                          deem necessary or desirable in order to perfect and
                          protect the Liens created thereby,

                                  (E)      evidence of the insurance required
                          by the terms of the Security Agreement,

                                  (F)      copies of the Assigned Agreements
                          referred to in the Security Agreement, together with
                          a consent to such assignment (to the extent required
                          by the terms of the Security Agreement), in
                          substantially the form of Exhibit B to the Security
                          Agreement, duly executed by each party to such
                          Assigned Agreements other than the Loan Parties,

                                  (G)      the Blocked Account Letters referred
                          to in the Security Agreement (to the extent required
                          by the terms of the Security Agreement), duly
                          executed by each Blocked Account Bank referred to in
                          the Security Agreement, and

                                  (H)      evidence that all other action that
                          the Collateral Agent may deem necessary or desirable
                          in order to perfect and protect the first priority
                          liens and security interests created under the
                          Security Agreement has been taken.

                          (viii)  An intellectual property security agreement
                 in substantially the form of Exhibit E hereto (together with
                 each other intellectual property security agreement delivered
                 or to be delivered pursuant to Section 5.01(n), in each case
                 as amended, supplemented or otherwise modified from time to
                 time in accordance with its terms, the "Intellectual Property
                 Security Agreement"), duly executed by the Borrower and each
                 other Loan Party, together with evidence that all action that
                 the Collateral Agent may deem necessary or desirable in order
                 to perfect and protect the first priority liens and security
                 interests created under the Intellectual Property Security
                 Agreement has been taken.






<PAGE>   78
                                       72

                          (ix)    Deeds of trust, trust deeds, mortgages,
                 leasehold mortgages and leasehold deeds of trust in
                 substantially the form of Exhibit F hereto and covering
                 properties listed on Part I of Schedule 4.01(kk) and Part I of
                 Schedule 4.01(ll) (together with each other mortgage delivered
                 or to be delivered pursuant to Section 5.01(n), in each case
                 as amended, supplemented or otherwise modified from time to
                 time in accordance with their terms, the "Mortgages"), duly
                 executed by the appropriate Loan Party, together with:

                                  (A)      fully paid American Land Title
                          Association Lender's Extended Coverage title
                          insurance policies (the "Mortgage Policies") in form
                          and substance, with endorsements and in amount
                          acceptable to the Collateral Agent, issued, coinsured
                          and reinsured by title insurers acceptable to the
                          Collateral Agent, insuring the Mortgages covering the
                          manufacturing facilities listed on Schedules 4.01(kk)
                          and 4.01(ll) to be valid first and subsisting Liens
                          on the property described therein, free and clear of
                          all defects (including, but not limited to,
                          mechanics' and materialmen's Liens) and encumbrances,
                          excepting only Permitted Encumbrances, and providing
                          for such other affirmative insurance (including
                          endorsements for future advances under the Loan
                          Documents and for mechanics' and materialmen's Liens)
                          and such coinsurance and direct access reinsurance as
                          the Collateral Agent may deem necessary or desirable,

                                  (B)      title reports, prepared by one or
                          more nationally recognized title insurance companies,
                          with respect to each of the properties covered by the
                          Mortgages, reflecting that such properties are free
                          and clear of all defects (including, but not limited
                          to, mechanics' and materialmen's Liens) and
                          encumbrances, excepting only Permitted Encumbrances,

                                  (C)      Surveys in form and substance
                          satisfactory to the Collateral Agent with respect to
                          the manufacturing plants located in Lowville, New
                          York and Richmond, Virginia, each dated no more than
                          30 days before the day of the Initial Extension of
                          Credit, certified to the Collateral Agent and the
                          issuer of the Mortgage Policies in a manner
                          satisfactory to the Collateral Agent by a land
                          surveyor duly registered and licensed in the States
                          in which the respective property described in such
                          surveys is located and acceptable to the Collateral
                          Agent, showing all buildings and other improvements,
                          any off-site improvements, the location of any
                          easements, parking spaces, rights of way, building
                          set-back lines and other dimensional regulations and
                          the absence of encroachments, either by such
                          improvements or on to such






<PAGE>   79
                                       73

                          property, and other defects, other than encroachments
                          and other defects acceptable to the Collateral Agent,
                          and

                                  (D)      evidence of the insurance required
                          by the terms of the Mortgages.

                          (x)     A guaranty in substantially the form of
                 Exhibit G hereto (as amended, supplemented or otherwise
                 modified in accordance with its terms, the "Holdings
                 Guaranty"), duly executed by Holdings.

                          (xi)    A guaranty in substantially the form of
                 Exhibit H hereto (together with each other guaranty delivered
                 or to be delivered pursuant to Section 5.01(n), in each case
                 as amended, supplemented or otherwise modified from time to
                 time in accordance with its terms, the "Subsidiary Guaranty"),
                 duly executed by the Subsidiary Guarantors.

                          (xii)   Certified copies of each of the Related
                 Documents, duly executed by the parties thereto and in form
                 and substance satisfactory to the Lender Parties, together
                 with all agreements, instruments and other documents delivered
                 in connection therewith.

                          (xiii)  Such financial, business and other
                 information regarding each Loan Party and its Subsidiaries as
                 the Agents shall have requested, including, without
                 limitation, information as to possible contingent liabilities,
                 tax matters, environmental matters, obligations under Plans,
                 Multiemployer Plans and Welfare Plans, collective bargaining
                 agreements and other arrangements with employees, audited
                 annual financial statements dated December 31, 1995, draft
                 financial statements dated March 31, 1996 (or, in the event
                 the Agents' due diligence review reveals material changes
                 since such financial statements, as of a later date within 45
                 days of the day of the Initial Extension of Credit), annual
                 financial statements dated December 31, 1995 reflecting
                 revenues and EBITDA by business segment, a business plan for
                 the Borrower prepared by management of the Borrower, pro forma
                 financial statements as to the Borrower and forecasts prepared
                 by management of the Borrower, in form and substance
                 satisfactory to the Agents, of balance sheets, income
                 statements and cash flow statements on an annual basis for
                 each year following the day of the Initial Extension of Credit
                 until the Termination Date for the AXELs Series B Facility.

                          (xiv)   Letters and certificates, in substantially
                 the form of Exhibits I and J hereto, respectively, attesting
                 to the Solvency of Holdings, the Borrower and each of the
                 Borrower's first tier and second tier Subsidiaries (other than






<PAGE>   80
                                       74

                 any such Subsidiary the primary business of which is to hold
                 liquor licenses) after giving effect to the Acquisition and
                 the other transactions contemplated hereby, from a Designated
                 Financial Officer and Houlihan Lokey Howard & Zukin.

                          (xv)    An environmental assessment report, in form
                 and substance satisfactory to the Lender Parties, from Dames &
                 Moore, as to any risks, costs or liabilities under
                 Environmental Laws to which any Loan Party or any of its
                 Subsidiaries may be subject, the amount and nature of which
                 and the Borrower's plans with respect to which shall be
                 acceptable to the Lender Parties, together with evidence, in
                 form and substance satisfactory to the Lender Parties, that
                 all applicable Environmental Laws shall have been materially
                 complied with.

                          (xvi)   A letter, in form and substance satisfactory
                 to the Administrative Agent, from the Borrower to Arthur
                 Andersen, L.L.P., its independent certified public
                 accountants, advising such accountants that the Administrative
                 Agent and the Lender Parties have been authorized to exercise
                 all rights of the Borrower to require such accountants to
                 disclose any and all financial statements and any other
                 information of any kind that they may have with respect to the
                 Borrower and its Subsidiaries and directing such accountants
                 to comply with any reasonable request of the Administrative
                 Agent or any Lender Party for such information.

                          (xvii)  Evidence of insurance naming the Collateral
                 Agent for the benefit of the Secured Parties as insured and
                 loss payee with such responsible and reputable insurance
                 companies or associations, and in such amounts and covering
                 such risks, as is satisfactory to the Collateral Agent.

                          (xviii)  Certified copies of each employment
                 agreement and other compensation arrangement with each
                 executive officer of any Loan Party or any of its
                 Subsidiaries.

                          (xix)   A favorable opinion of Wachtell, Lipton,
                 Rosen & Katz, counsel for the Loan Parties, in substantially
                 the form of Exhibit K hereto and as to such other matters as
                 any Lender Party through the Administrative Agent may
                 reasonably request.

                          (xx)    A favorable opinion of local counsel listed
                 on Schedule 3.01(p)(xx), in the jurisdictions listed on
                 Schedule 3.01(p)(xx), in form and substance satisfactory to
                 the Administrative Agent and as to such other matters as any
                 Lender Party through the Administrative Agent may reasonably
                 request.






<PAGE>   81
                                       75


                          (xxi)   A favorable opinion of Pennie & Edmonds,
                 intellectual property counsel to the Lender Parties, in
                 substantially the form of Exhibit L hereto and as to such
                 other matters as any Lender Party through the Administrative
                 Agent may reasonably request.

                          (xxii)  A favorable opinion of Shearman & Sterling,
                 counsel for the Arrangers and the Agents, in form and
                 substance satisfactory to the Arrangers and the Agents.

                 SECTION 3.02.  Conditions Precedent to Each Borrowing and
Issuance.  The obligation of each Appropriate Lender to make an Advance (other
than a Letter of Credit Advance made by an Issuing Bank or a Working Capital
Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing
(including the initial Borrowing), and the obligation of each Issuing Bank to
issue a Letter of Credit (including the initial issuance), shall be subject to
the further conditions precedent that on the date of such Borrowing or issuance
(a) the following statements shall be true (and each of the giving of the
applicable Notice of Borrowing or Notice of Issuance and the acceptance by the
Borrower of the proceeds of such Borrowing or of such Letter of Credit shall
constitute a representation and warranty by the Borrower that both on the date
of such notice and on the date of such Borrowing or issuance such statements
are true):

                 (i)      the representations and warranties contained in each
         Loan Document are correct on and as of such date, before and after
         giving effect to such Borrowing or issuance and to the application of
         the proceeds therefrom, as though made on and as of such date;

                 (ii)     no event has occurred and is continuing, or would
         result from such Borrowing or issuance or from the application of the
         proceeds therefrom, that constitutes a Default; and

                 (iii)    in the case of any Working Capital Borrowing the
         proceeds of which are to be used to make an acquisition or to
         refinance the costs of construction of a New Center or any Acquisition
         Borrowing, (A) after giving effect to the acquisition to be made, or
         costs of construction to be refinanced, with the proceeds of such
         Borrowing, the Borrower shall be in pro forma compliance with the
         covenants contained in Section 5.04, calculated based on the most
         recent Financial Statements (and including, for purposes of
         determining such pro forma compliance, the Debt and Modified
         Consolidated EBITDA attributable to the bowling center being so
         acquired or refinanced as though such acquisition or construction had
         occurred at the beginning of the 12-month period covered by such
         Financial Statements), (B) the amount of such Working Capital
         Borrowing to be applied to make an acquisition or refinance the costs
         of construction of a New Center or the amount of such Acquisition
         Borrowing






<PAGE>   82
                                       76

         or, if the amount of the proceeds of such Borrowing to be applied to
         such acquisition or refinancing shall be less than $1,000,000, such
         lesser amount, shall not exceed an amount equal to the product of (x)
         3.5, (y) Specified Revenues and (z) the Average EBITDA Margin, and (C)
         the Borrower shall have delivered a certificate to the Administrative
         Agent and the Lender Parties in form satisfactory to the
         Administrative Agent demonstrating compliance with clauses (A) and (B)
         above;

and (b) the Administrative Agent shall have received such other approvals,
opinions or documents as any Appropriate Lender through the Administrative
Agent may reasonably request.

                 SECTION 3.03.  Determinations Under Section 3.01.  For
purposes of determining compliance with the conditions specified in Section
3.01, each Lender Party shall be deemed to have consented to, approved or
accepted or to be satisfied with each document or other matter required
thereunder to be consented to or approved by or acceptable or satisfactory to
the Lender Parties unless an officer of the Administrative Agent responsible
for the transactions contemplated by the Loan Documents shall have received
notice from such Lender Party prior to the Initial Extension of Credit
specifying its objection thereto and if the Initial Extension of Credit
consists of a Borrowing, such Lender Party shall not have made available to the
Administrative Agent such Lender Party's ratable portion of such Borrowing.

                 SECTION 3.04.  Conditions Precedent to the Making of the New
AXELs Series B Advances.  The obligation of each New AXELs Series B Lender to
make a New AXELs Series B Advance hereunder is subject to the satisfaction of
the following conditions precedent before or concurrently with the making of
such New AXELs Series B Advance:

                 (a)      Before and after giving effect to Amendment No. 3 and
         the transactions contemplated thereby, there shall have occurred no
         Material Adverse Change since December 31, 1995.

                 (b)      There shall exist no action, suit, investigation,
         litigation or proceeding affecting any Loan Party or any of its
         Subsidiaries pending or threatened before any court, governmental
         agency or arbitrator that (i) would be reasonably likely to have a
         Material Adverse Effect or (ii) purports to affect the legality,
         validity or enforceability of this Agreement, any Note, any other Loan
         Document, any Amendment Document, any Related Document or the
         consummation of the transactions contemplated hereby.

                 (c)      All governmental and third party consents and
         approvals necessary in connection with the Amendment Documents and the
         transactions contemplated thereby shall have been obtained (without
         the imposition of any conditions that are not reasonably acceptable to
         the Agents) and shall remain in effect other than such






<PAGE>   83
                                       77

         governmental or third party consents and approvals the failure to
         obtain which shall not (x) be materially adverse to Holdings or the
         Borrower, in each case together with its respective Subsidiaries,
         taken as a whole, (y) affect the enforceability, validity or binding
         effect of any of the Amendment Documents required to be executed and
         delivered prior to or on the Second Closing Date or (z) expose the
         Arrangers, the Agents or the Lender Parties to personal liability; and
         no law or regulation shall be applicable in the judgment of the Agents
         that restrains, prevents or imposes materially adverse conditions upon
         the Amendment Documents and the transactions contemplated thereby.

                 (d)      The Borrower shall have paid all accrued fees of the
         Lender Parties and all accrued fees and expenses of the Agents and the
         Arrangers (including the accrued fees and expenses of counsel to the
         Agents and the Arrangers and local counsel to, and of other experts
         and advisors retained by, the Agents for the Lender Parties).

                 (e)      The Administrative Agent shall have received on or
         before the day of the making of the New AXELs Series B Advances the
         following, each dated such day (unless otherwise specified), in form
         and substance satisfactory to the Agents (unless otherwise specified)
         and (except for the AXELs Series B Notes) in sufficient copies for
         each Lender Party:

                          (i)     AXELs Series B Notes payable to the order of
                 the New AXELs Series B Lenders.

                          (ii)    Certified copies of the resolutions of the
                 Board of Directors of the Borrower and each other Loan Party
                 approving this Agreement, the New AXELs Series B Notes, each
                 other Amendment Document to which it is or is to be a party,
                 and of all documents evidencing other necessary corporate
                 action and governmental and other third party approvals and
                 consents, if any, with respect to this Agreement, the AXELs
                 Series B Notes and each other Amendment Document.

                          (iii)   A copy of a certificate of the Secretary of
                 State of the jurisdiction of its incorporation, dated
                 reasonably near the Second Closing Date, certifying that (A)
                 the Borrower and each other Loan Party have paid all franchise
                 taxes to the date of such certificate and (B) the Borrower and
                 each other Loan Party are duly incorporated and in good
                 standing under the laws of the jurisdiction of its
                 incorporation.

                          (iv)    A copy of a certificate of the Secretary of
                 State of the States of New York and Virginia, dated reasonably
                 near the Second Closing Date, stating that the Borrower and
                 each other Loan Party that was so qualified as of






<PAGE>   84
                                       78

                 the First Closing Date, are duly qualified and in good
                 standing as foreign corporations in such States and have filed
                 all annual reports required to be filed to the date of such
                 certificate.

                          (v)     A certificate of the Borrower and each other
                 Loan Party, signed on behalf of the Borrower and such other
                 Loan Party by its President or a Vice President and its
                 Secretary or any Assistant Secretary, dated the Second Closing
                 Date (the statements made in which certificate shall be true
                 on and as of the Second Closing Date), certifying as to (A)
                 the absence of any amendments to the charter of the Borrower
                 or such other Loan Party since the date of the Secretary of
                 State's certificate referred to in Section 3.01(p)(iii), (B)
                 the absence of any amendments to the bylaws of the Borrower or
                 such other Loan Party delivered pursuant to Section
                 3.01(p)(v), (C) the due incorporation and good standing of the
                 Borrower and such other Loan Party as a corporation organized
                 under the laws of the state of its incorporation, and the
                 absence of any proceeding for the dissolution or liquidation
                 of the Borrower or such other Loan Party, (D) the truth of the
                 representations and warranties contained in the Loan Documents
                 as though made on and as of the Second Closing Date and (E)
                 the absence of any event occurring and continuing, or
                 resulting from the making of the New AXELs Series B Advances,
                 that constitutes a Default.

                          (vi)    A certificate of the Secretary or an
                 Assistant Secretary of the Borrower and each other Loan Party
                 certifying the names and true signatures of the officers of
                 the Borrower and such other Loan Party authorized to sign
                 Amendment No. 3, the AXELs Series B Notes and each other
                 Amendment Document to which they are or are to be parties and
                 the other documents to be delivered hereunder and thereunder.

                          (vii)   Amendments to the Mortgages in substantially
                 the form of Exhibit M hereto and covering the properties
                 listed on Part I of Schedule 4.01(kk) and Part I of Schedule
                 4.01(ll) (the "Mortgage Amendments"), duly executed by the
                 appropriate Loan Party.

                          (viii)  A favorable opinion of Wachtell, Lipton,
                 Rosen & Katz, special counsel for the Loan Parties, in
                 substantially the form of Exhibit N hereto and as to such
                 other matters as any Lender Party through the Administrative
                 Agent may reasonably request.

                          (ix)    A favorable opinion of Daniel McCormack,
                 General Counsel of the Borrower, in substantially the form of
                 Exhibit O hereto and as to such






<PAGE>   85
                                       79

                 other matters as any Lender Party through the Administrative
                 Agent may reasonably request.

                          (x)     A favorable opinion of local counsel in the
                 state of Virginia, in form and substance satisfactory to the
                 Administrative Agent and as to such other matters as any
                 Lender Party through the Administrative Agent may reasonably
                 request.

                          (xi)    A favorable opinion of Shearman & Sterling,
                 counsel for the Arrangers and the Agents, in form and
                 substance satisfactory to the Arrangers and the Agents.

                 SECTION 3.05.  Determinations under Section 3.04.  For
purposes of determining compliance with the conditions specified in Section
3.04, each Appropriate Lender shall be deemed to have consented to, approved or
accepted or to be satisfied with each document or other matter required
thereunder to be consented to or approved by or acceptable or satisfactory to
the Appropriate Lenders unless an officer of the Administrative Agent
responsible for the transactions contemplated by the Loan Documents shall have
received notice from such Lender Party prior to the making of the New AXELs
Series B Advances specifying its objection thereto and such Lender Party shall
not have made available to the Administrative Agent such Lender Party's ratable
portion of such initial Borrowing.


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                 SECTION 4.01.  Representations and Warranties of the Borrower.
The Borrower represents and warrants as follows:

                 (a)      Each Loan Party (i) is a corporation duly organized,
         validly existing and in good standing under the laws of the
         jurisdiction of its incorporation, (ii) is duly qualified and in good
         standing as a foreign corporation in each other jurisdiction in which
         it owns or leases property or in which the conduct of its business
         requires it to so qualify or be licensed except where the failure to
         so qualify or be licensed could not be reasonably likely to have a
         Material Adverse Effect and (iii) has all requisite corporate power
         and authority (including, without limitation, all governmental
         licenses, permits and other approvals) to own or lease and operate its
         properties and to carry on its business as now conducted and as
         proposed to be conducted.  All of the outstanding capital stock of
         Parent, Holdings and the Borrower has been validly issued, is fully
         paid and non-assessable and, as of the First Closing Date, is owned by






<PAGE>   86
                                       80

         the Equity Investors in the amounts specified on Schedule 4.01(a) or
         by Parent or Holdings, as the case may be.  All of the outstanding
         capital stock of Parent is owned, as of the First Closing Date, free
         and clear of all Liens, except the pledge of such capital stock as is
         owned by management of the Borrower to secure obligations of such
         management owing to Parent.  All of the outstanding capital stock of
         Holdings and the Borrower is owned, in each case free and clear of all
         Liens, except, in the case of the capital stock of the Borrower, those
         created under the Collateral Documents.

                 (b)      Set forth on Schedule 4.01(b) hereto is a complete
         and accurate list of all Subsidiaries of each Loan Party, showing as
         of the First Closing Date (as to each such Subsidiary) the
         jurisdiction of its incorporation, the number of shares of each class
         of capital stock authorized, and the number outstanding, on the First
         Closing Date and the percentage of the outstanding shares of each such
         class owned (directly or indirectly) by such Loan Party and the number
         of shares covered by all outstanding options, warrants, rights of
         conversion or purchase and similar rights at the First Closing Date.
         All of the outstanding capital stock of all of such Subsidiaries has
         been validly issued and is fully paid and non-assessable; and such
         capital stock (other than directors' qualifying shares), as of the
         First Closing Date, is owned by such Loan Party or one or more of its
         Subsidiaries, other than the China Joint Venture, the capital stock of
         which is owned by a Loan Party or one or more of its Subsidiaries in
         the amount and percentage ownership set forth on Schedule 4.01(b)
         hereto.  All of such outstanding capital stock to the extent owned by
         a Loan Party is owned in each case free and clear of all Liens, except
         those created under the Loan Documents.  Each such Subsidiary (i) is a
         corporation duly organized, validly existing and in good standing
         under the laws of the jurisdiction of its incorporation, (ii) is duly
         qualified and in good standing as a foreign corporation in each other
         jurisdiction in which it owns or leases property or in which the
         conduct of its business requires it to so qualify or be licensed
         except where the failure to so qualify or be licensed could not be
         reasonably likely to have a Material Adverse Effect and (iii) has all
         requisite corporate power and authority (including, without
         limitation, all governmental licenses, permits and other approvals) to
         own or lease and operate its properties and to carry on its business
         as now conducted and as proposed to be conducted.

                 (c)      The execution, delivery and performance by each Loan
         Party of this Agreement, the Notes, each other Loan Document and each
         Related Document to which it is or is to be a party (after the
         execution and delivery thereof as and when required under this
         Agreement), and the consummation of the Acquisition and the other
         transactions contemplated hereby, are within such Loan Party's
         corporate powers, have been duly authorized by all necessary corporate
         action, and do not (i) contravene such Loan Party's charter or bylaws,
         (ii) violate any law (including, without limitation, the Securities
         Exchange Act of 1934 and the Racketeer Influenced






<PAGE>   87
                                       81

         and Corrupt Organizations Chapter of the Organized Crime Control Act
         of 1970), rule, regulation (including, without limitation, Regulation
         X of the Board of Governors of the Federal Reserve System), order,
         writ, judgment, injunction, decree, determination or award, (iii)
         conflict with or result in the breach of, or constitute a default
         under, any loan agreement, indenture, mortgage, deed of trust or other
         instrument or material contract or material lease binding on or
         affecting any Loan Party, any of its Subsidiaries or any of their
         properties or (iv) except for the Liens created under the Loan
         Documents, result in or require the creation or imposition of any Lien
         upon or with respect to any of the properties of any Loan Party or any
         of its Subsidiaries.  No Loan Party or any of its Subsidiaries is in
         violation of any such law, rule, regulation, order, writ, judgment,
         injunction, decree, determination or award or in breach of any such
         contract, loan agreement, indenture, mortgage, deed of trust, lease or
         other instrument, the violation or breach of which could be reasonably
         likely to have a Material Adverse Effect.

                 (d)      No authorization or approval or other action by, and
         no notice to or filing with, any governmental authority or regulatory
         body or any other third party is required for (i) the due execution,
         delivery, recordation, filing or performance by any Loan Party of this
         Agreement, the Notes, any other Loan Document or any Related Document
         to which it is or is to be a party, or for the consummation of the
         Acquisition or the other transactions contemplated hereby, (ii) the
         grant by any Loan Party of the Liens granted by it pursuant to the
         Collateral Documents, (iii) the perfection or maintenance of the Liens
         created by the Collateral Documents (including the first priority
         nature thereof) or (iv) the exercise by any Agent or any Lender Party
         of its rights under the Loan Documents or the remedies in respect of
         the Collateral pursuant to the Collateral Documents, except for the
         authorizations, approvals, actions, notices and filings listed on
         Schedule 4.01(d) hereto, all of which have been duly obtained, taken,
         given or made and are in full force and effect except as otherwise set
         forth on Schedule 4.01(d) hereto and except those authorizations,
         approvals, actions, notices and filings the failure to obtain, take,
         give or make which, either individually or in the aggregate, could not
         be reasonably expected to have a Material Adverse Effect.  All
         applicable waiting periods in connection with the Acquisition and the
         other transactions contemplated hereby have expired or been terminated
         without any action having been taken by any competent authority
         restraining, preventing or imposing materially adverse conditions upon
         the Acquisition or the rights of the Loan Parties or their
         Subsidiaries freely to transfer or otherwise dispose of, or to create
         any Lien on, any properties now owned or hereafter acquired by any of
         them except where, in the case of any such waiting period other than
         any waiting period required under the Hart-Scott-Rodino Antitrust
         Improvements Act of 1976, as amended, the failure of such waiting
         period to have expired without any such action having been taken could
         not be reasonably likely to have a Material Adverse Effect.






<PAGE>   88
                                       82


                 (e)      This Agreement has been, and each of the Notes, each
         other Loan Document and each Related Document when delivered hereunder
         will have been, duly executed and delivered by each Loan Party party
         thereto.  This Agreement is, and each of the Notes, each other Loan
         Document and each Related Document when delivered hereunder will be,
         the legal, valid and binding obligation of each Loan Party party
         thereto, enforceable against such Loan Party in accordance with its
         terms.

                 (f)      The Consolidated balance sheet of the Company and its
         Subsidiaries as at December 31, 1995, and the related Consolidated
         statements of income and cash flows of the Company and its
         Subsidiaries for the fiscal year then ended, accompanied by an opinion
         of Price Waterhouse, independent public accountants, copies of which
         have been furnished to each Lender Party, fairly present the
         Consolidated financial condition of the Company and its Subsidiaries
         as at such date and the Consolidated results of the operations of the
         Company and its Subsidiaries for the period ended on such date, all in
         accordance with generally accepted accounting principles applied on a
         consistent basis, and since December 31, 1995, there has been no
         Material Adverse Change.

                 (g)      The Consolidated balance sheets of the Borrower and
         its Subsidiaries as at September 30, 1996, and the related
         Consolidated statements of income and cash flows of the Borrower and
         its Subsidiaries for the nine months then ended, certified by a
         Designated Financial Officer, copies of which have been furnished to
         each Lender Party, fairly present, subject to year-end audit
         adjustments, the Consolidated financial condition of the Borrower and
         its Subsidiaries as at such date and the Consolidated results of
         operations of the Borrower and its Subsidiaries for the period ended
         on such date, all in accordance with generally accepted accounting
         principles applied on a consistent basis.

                 (h)      The Consolidated pro forma balance sheet of the
         Borrower and its Subsidiaries as at December 31, 1995, and the related
         Consolidated pro forma statements of income and cash flows of the
         Borrower and its Subsidiaries for the year then ended, certified by a
         Designated Financial Officer, copies of which have been furnished to
         each Lender Party, fairly present the Consolidated pro forma financial
         condition of the Borrower and its Subsidiaries as at such date and the
         Consolidated pro forma results of operations of the Borrower and its
         Subsidiaries for the period ended on such date, in each case giving
         effect to the Acquisition and the other transactions contemplated
         hereby, all in accordance with GAAP.

                 (i)      The Consolidated forecasted balance sheets, income
         statements and cash flows statements of the Borrower and its
         Subsidiaries delivered to the Lender Parties pursuant to Section
         3.01(p)(xiii) or 5.03 were prepared in good faith on the basis of the
         assumptions stated therein, which assumptions were fair in the light
         of conditions






<PAGE>   89
                                       83

         existing at the time of delivery of such forecasts, and represented,
         at the time of delivery, the Borrower's best estimate of its future
         financial performance.

                 (j)      Neither the Information Memorandum nor any other
         information,  exhibit or report furnished by any Loan Party to any
         Agent or any Lender Party in connection with the negotiation and
         syndication of the Loan Documents or pursuant to the terms of the Loan
         Documents contained any untrue statement of a material fact or omitted
         to state a material fact necessary to make the statements made therein
         not misleading.

                 (k)      There is no action, suit, investigation, litigation
         or proceeding affecting any Loan Party or any of its Subsidiaries,
         including any Environmental Action, pending or threatened before any
         court, governmental agency or arbitrator that (i) would be reasonably
         likely to have a Material Adverse Effect or (ii) purports to affect
         the legality, validity or enforceability of the Acquisition, this
         Agreement, any Note, any other Loan Document or any Related Document
         or the consummation of the transactions contemplated hereby (other
         than any such action, suit, investigation, litigation or proceeding
         that, in the judgment of the Agents, is frivolous).

                 (l)      No proceeds of any Advance or drawings under any
         Letter of Credit will be used to acquire any equity security of a
         class that is registered pursuant to Section 12 of the Securities
         Exchange Act of 1934.

                 (m)      The Borrower is not engaged in the business of
         extending credit for the purpose of purchasing or carrying Margin
         Stock, and no proceeds of any Advance or drawings under any Letter of
         Credit will be used to purchase or carry any Margin Stock or to extend
         credit to others for the purpose of purchasing or carrying any Margin
         Stock.

                 (n)      Set forth on Schedule 4.01(m) hereto is a complete
         and accurate list, as of the First Closing Date, of all Plans,
         Multiemployer Plans and Welfare Plans.

                 (o)      No ERISA Event has occurred or is reasonably expected
         to occur with respect to any Plan that could be reasonably expected to
         have a Material Adverse Effect.

                 (p)      As of the last annual actuarial valuation date, the
         funded current liability percentage, as defined in Section 302(d)(8)
         of ERISA, of each Plan exceeds 90% and there has been no material
         adverse change in the funding status of such Plan since such date.






<PAGE>   90
                                       84

                 (q)      Schedule B (Actuarial Information) to the most recent
         annual report (Form 5500 Series) for each Plan, copies of which have
         been filed with the Internal Revenue Service and furnished to the
         Lender Parties, is complete and accurate and fairly presents the
         funding status of such Plan, and since the date of such Schedule B
         there has been no material adverse change in such funding status.

                 (r)      Neither any Loan Party nor any ERISA Affiliate has
         incurred or is reasonably expected to incur any Withdrawal Liability
         to any Multiemployer Plan that could be reasonably expected to have a
         Material Adverse Effect.

                 (s)      Neither any Loan Party nor any ERISA Affiliate has
         been notified by the sponsor of a Multiemployer Plan that such
         Multiemployer Plan is in reorganization or has been terminated, within
         the meaning of Title IV of ERISA, and no such Multiemployer Plan is
         reasonably expected to be in reorganization or to be terminated,
         within the meaning of Title IV of ERISA, except to the extent that any
         such reorganization or termination could not be reasonably expected to
         have a Material Adverse Effect.

                 (t)      With respect to each scheme or arrangement mandated
         by a government other than the United States (a "Foreign Government
         Scheme or Arrangement") and with respect to each employee benefit plan
         maintained or contributed to by any Loan Party or any Subsidiary of
         any Loan Party that is not subject to United States law (a "Foreign
         Plan") to the extent that there could reasonably be expected to be a
         Material Adverse Effect:

                          (i)     Any employer and employee contributions
                 required by law or by the terms of any Foreign Government
                 Scheme or Arrangement or any Foreign Plan have been made, or,
                 if applicable, accrued, in accordance with normal accounting
                 practices.

                          (ii)    The fair market value of the assets of each
                 funded Foreign Plan, the liability of each insurer for any
                 Foreign Plan funded through insurance or the book reserve
                 established for any Foreign Plan, together with any accrued
                 contributions, is sufficient to procure or provide for the
                 accrued benefit obligations, as of the First Closing Date,
                 with respect to all current and former participants in such
                 Foreign Plan according to the actuarial assumptions and
                 valuations most recently used to determine employer
                 contributions to such Foreign Plan.

                          (iii)   Each Foreign Plan required to be registered
                 has been registered and has been maintained in good standing
                 with applicable regulatory authorities.






<PAGE>   91
                                       85


                 (u)      Except as set forth in the financial statements
         referred to in this Section 4.01 and in Section 5.03, the Loan Parties
         and their respective Subsidiaries have no material liability with
         respect to "expected post retirement benefit obligations" within the
         meaning of Statement of Financial Accounting Standards No. 106.

                 (v)      Neither the business nor the properties of any Loan
         Party or any of its Subsidiaries have been affected by any fire,
         explosion, accident, strike, lockout or other labor dispute, drought,
         storm, hail, earthquake, embargo, act of God or of the public enemy or
         other casualty (whether or not covered by insurance) that could be
         reasonably likely to have a Material Adverse Effect.

                 (w)      Except as set forth on Schedule 4.01(v) hereto or as
         could not reasonably be expected to have, individually or in the
         aggregate, a Material Adverse Effect, the operations and properties of
         each Loan Party and each of its Subsidiaries comply with all
         applicable Environmental Laws and Environmental Permits, and (except
         as aforesaid) all past non-compliance with such Environmental Laws and
         Environmental Permits has been resolved without ongoing obligations or
         costs, and no circumstances exist that could be reasonably likely to
         (i) form the basis of an Environmental Action against any Loan Party
         or any of its Subsidiaries or any of their properties that could have
         a Material Adverse Effect or (ii) cause any such property to be
         subject to any material restrictions on ownership, occupancy, use or
         transferability under any Environmental Law.

                 (x)      Except as set forth on Schedule 4.01(w) hereto or as
         could not reasonably be expected to have, individually or in the
         aggregate, a Material Adverse Effect, (i) none of the properties
         currently owned or operated by any Loan Party or any of its
         Subsidiaries or, to the best knowledge of any Loan Party or any of its
         Subsidiaries, none of the properties formerly owned or operated by any
         of them, is listed or proposed for listing on the NPL or on the
         CERCLIS or any analogous foreign, state or local list or is adjacent
         to any such property; (ii) there are no and never have been any
         underground or aboveground storage tanks or any surface impoundments,
         septic tanks, pits, sumps or lagoons in which Hazardous Materials are
         being or have been treated, stored or disposed on any property
         currently owned or operated by any Loan Party or any of its
         Subsidiaries or, to the best of its knowledge, on any property
         formerly owned or operated by any Loan Party or any of its
         Subsidiaries; (iii) there is no asbestos or asbestos-containing
         material on any property currently owned or operated by any Loan Party
         or any of its Subsidiaries; and (iv) Hazardous Materials have not been
         released, discharged or disposed of on any property currently or
         formerly owned or operated by any Loan Party or any of its
         Subsidiaries.






<PAGE>   92
                                       86

                 (y)      Except as set forth on Schedule 4.01(x) hereto or as
         could not reasonably be expected to have, individually or in the
         aggregate, a Material Adverse Effect, neither any Loan Party nor any
         of its Subsidiaries is undertaking, or has failed to complete, either
         individually or together with other potentially responsible parties,
         any investigation or assessment or remedial or response action
         relating to any actual or threatened release, discharge or disposal of
         Hazardous Materials at any site, location or operation, either
         voluntarily or pursuant to the order of any governmental or regulatory
         authority or the requirements of any Environmental Law; and all
         Hazardous Materials generated, used, treated, handled or stored at, or
         transported to or from, any property currently or formerly owned or
         operated by any Loan Party or any of its Subsidiaries, and that have
         been disposed of in any manner, have been disposed of only in a manner
         not reasonably expected to result in a Material Adverse Effect.

                 (z)      Neither any Loan Party nor any of its Subsidiaries is
         a party to any indenture, loan or credit agreement or any lease or
         other agreement or instrument or subject to any charter or corporate
         restriction that could be reasonably likely to have a Material Adverse
         Effect.

                 (aa)     The Collateral Documents create a valid and perfected
         first priority security interest in the Collateral subject only to
         Permitted Encumbrances, securing the payment of the Secured
         Obligations (as defined in the Collateral Documents), and all filings
         and other actions necessary or desirable to perfect and protect such
         security interest have been duly taken.  The Loan Parties are the
         legal and beneficial owners of the Collateral free and clear of any
         Lien, except for the liens and security interests created or permitted
         under the Loan Documents.

                 (bb)     Each Loan Party and each of its Subsidiaries has
         filed, has caused to be filed or has been included in all federal
         income and other material tax returns (Federal, state, local and
         foreign) required to be filed and has paid all income and other
         material taxes shown thereon to be due, together with applicable
         interest and penalties.

                 (cc)     Set forth on Schedule 4.01(bb) hereto is a complete
         and accurate list, as of the First Closing Date, of each taxable year
         of each Loan Party and each of its Subsidiaries for which Federal
         income tax returns have been filed and for which the expiration of the
         applicable statute of limitations for assessment or collection has not
         occurred by reason of extension or otherwise (an "Open Year").

                 (dd)     As of the First Closing Date, there are no
         adjustments to the Federal income tax liability of each Loan Party and
         each of its Subsidiaries proposed by the Internal Revenue Service with
         respect to Open Years that, individually or in the






<PAGE>   93
                                       87

         aggregate, could be reasonably likely to have a Material Adverse
         Effect.  No issues have been raised by the Internal Revenue Service in
         respect of Open Years that, in the aggregate, could be reasonably
         likely to have a Material Adverse Effect.

                 (ee)     As of the First Closing Date, there are no
         adjustments to the state, local and foreign tax liability of each Loan
         Party and its Subsidiaries proposed by all state, local and foreign
         taxing authorities (other than amounts arising from adjustments to
         Federal income tax returns) that, individually or in the aggregate,
         could be reasonably likely to have a Material Adverse Effect.  No
         issues have been raised by such taxing authorities that, in the
         aggregate, could be reasonably likely to have a Material Adverse
         Effect.

                 (ff)     The Acquisition will not result in the imposition of
         federal income taxes on or with respect to the Borrower.

                 (gg)     Except as a direct result of the Acquisition and the
         acquisition by AMF Bowling Centers of the companies set forth on
         Schedule 4.01(ff) hereto, no "ownership change" as defined in Section
         382(g) of the Internal Revenue Code, and no event that would result in
         the application of the "separate return limitation year" or
         "consolidated return change of ownership" limitations under the
         Federal income tax consolidated return regulations, has occurred with
         respect to the Borrower or the Company since May 1, 1993.

                 (hh)     Neither any Loan Party nor any of its Subsidiaries is
         an "investment company," or "promoter" or "principal underwriter" for,
         an "investment company," as such terms are defined in the Investment
         Company Act of 1940, as amended.  Neither the making of any Advances,
         nor the issuance of any Letters of Credit, nor the application of the
         proceeds or repayment thereof by the Borrower, nor the consummation of
         the other transactions contemplated hereby, will violate any provision
         of such Act or any rule, regulation or order of the Securities and
         Exchange Commission thereunder.

                 (ii)     Each Loan Party is, individually and together with
         its Subsidiaries, Solvent.

                 (jj)     Set forth on Schedule 4.01(ii) hereto is a complete
         and accurate list of all Existing Debt (other than Surviving Debt),
         showing as of the First Closing Date the principal amount outstanding
         thereunder.

                 (kk)     Set forth on Schedule 3.01(e) hereto is a complete
         and accurate list of all Surviving Debt, showing as of the First
         Closing Date the principal amount






<PAGE>   94
                                       88

         outstanding thereunder, the maturity date thereof and the amortization
         schedule therefor.

                 (ll)     Set forth on Schedule 4.01(kk) hereto is a complete
         and accurate list of all real property owned by any Loan Party or any
         of its Subsidiaries, showing as of the First Closing Date the street
         address, county or other relevant jurisdiction, state, record owner
         and book value thereof.  Each Loan Party or such Subsidiary has good,
         marketable and insurable fee simple title to such real property, free
         and clear of all Liens, other than Liens created or permitted by the
         Loan Documents.

                 (mm)     Set forth on Schedule 4.01(ll) hereto is a complete
         and accurate (in the case of leases of real property outside the
         United States, in all material respects) list of all leases of real
         property under which any Loan Party or any of its Subsidiaries is the
         lessee, showing as of the First Closing Date the street address,
         county or other relevant jurisdiction, state, lessor, lessee,
         expiration date and annual rental cost thereof.  Each such lease is
         the legal, valid and binding obligation of the lessee thereof,
         enforceable in accordance with its terms.

                 (nn)     Set forth on Schedule 4.01(mm) hereto is a complete
         and accurate list of all Investments held by any Loan Party or any of
         its Subsidiaries, showing as of the First Closing Date the amount,
         obligor or issuer and maturity, if any, thereof.

                 (oo)     Set forth on Schedule 4.01(nn) hereto is a complete
         and accurate list of all patents, trademarks, trade names, service
         marks and copyrights, and all applications therefor and licenses
         thereof, of each Loan Party or any of its Subsidiaries, showing as of
         the First Closing Date the jurisdiction in which registered, the
         registration number, the date of registration and the expiration date,
         and the Loan Parties and their Subsidiaries own or have a license to
         use all patents, trademarks, trade names, service marks and copyrights
         reasonably necessary to carry on their business as now conducted and
         as proposed to be conducted.

                 (pp)     The Debt of the Loan Parties under the Loan Documents
         constitutes "Senior Debt" as such term is defined in the Subordinated
         Notes Indentures.


                                   ARTICLE V

                           COVENANTS OF THE BORROWER

                 SECTION 5.01.  Affirmative Covenants.  So long as any Advance
shall remain unpaid, any Letter of Credit shall be outstanding or any Lender
Party shall have any Commitment hereunder, the Borrower will:






<PAGE>   95
                                       89


                 (a)      Compliance with Laws, Etc.  Comply, and cause each of
         its Subsidiaries to comply, in all material respects, with all
         applicable laws, rules, regulations and orders, such compliance to
         include, without limitation, compliance with ERISA and the Racketeer
         Influenced and Corrupt Organizations Chapter of the Organized Crime
         Control Act of 1970, except, in any case, where the failure so to
         comply, either individually or in the aggregate, could not be
         reasonably expected to have a Material Adverse Effect and would not be
         reasonably likely to subject any Loan Party or any of its Subsidiaries
         to any criminal penalties or any Lender Party to any civil or criminal
         penalties.

                 (b)      Payment of Taxes, Etc.  Pay and discharge, and cause
         each of its Subsidiaries to pay and discharge, before the same shall
         become delinquent, (i) all federal income and other material taxes,
         assessments and governmental charges or levies imposed upon it or upon
         its property and (ii) all lawful claims that, if unpaid, might by law
         become a Lien upon its property; provided, however, that neither the
         Borrower nor any of its Subsidiaries shall be required to pay or
         discharge any such tax, assessment, charge or claim (x) that is being
         contested in good faith and by proper proceedings and as to which
         appropriate reserves are being maintained or (y) in respect of which
         the Lien resulting therefrom, if any, attaches to its property and
         becomes enforceable against its other creditors, to the extent that
         the aggregate amount of all such taxes, assessments, charges or claims
         does not exceed $3,000,000.

                 (c)      Compliance with Environmental Laws.  Comply, and
         cause each of its Subsidiaries and all lessees and other Persons
         operating or occupying its properties to comply, in all material
         respects, with all Environmental Laws and Environmental Permits;
         obtain and renew and cause each of its Subsidiaries to obtain and
         renew, when legally required, all Environmental Permits necessary for
         its operations and properties; and conduct, and cause each of its
         Subsidiaries to conduct, any required investigation, study, sampling
         and testing, and undertake any required cleanup, removal, remedial or
         other action necessary to remove and clean up all Hazardous Materials
         from any of its properties, only in accordance with the requirements
         of all Environmental Laws; except, in any case under this subsection
         (c), where the failure to so comply with or perform any of the
         foregoing, either individually or in the aggregate, could not be
         reasonably expected to have a Material Adverse Effect and would not be
         reasonably likely to subject any Loan Party or any of its Subsidiaries
         to any criminal penalties or any Lender Party to any civil or criminal
         penalties; provided, however, that neither the Borrower nor any of its
         Subsidiaries shall be required to undertake any such cleanup, removal,
         remedial or other action to the extent that its obligation to do so is
         being contested in good faith and by proper proceedings and
         appropriate reserves are being maintained with respect to such
         circumstances.






<PAGE>   96
                                       90

                 (d)      Maintenance of Insurance.  Maintain, and cause each
         of its Subsidiaries to maintain, insurance with responsible and
         reputable insurance companies or associations in such amounts and
         covering such risks as is usually carried by companies engaged in
         similar businesses and owning similar properties in the same general
         areas in which the Borrower or such Subsidiary operates.

                 (e)      Preservation of Corporate Existence, Etc.  Preserve
         and maintain, and cause each of its Subsidiaries to preserve and
         maintain, its existence, legal structure, legal name, rights (charter
         and statutory), permits, licenses, approvals, privileges and
         franchises; provided, however, that the Borrower and its Subsidiaries
         may consummate any merger or consolidation permitted under Section
         5.02(d); provided further that neither the Borrower nor any of its
         Subsidiaries shall be required to preserve any right, permit, license,
         approval, privilege or franchise if the Borrower or such Subsidiary
         shall determine that the preservation thereof is no longer desirable
         in the conduct of the business of the Borrower or such Subsidiary, as
         the case may be, and that the loss thereof is not disadvantageous in
         any material respect to the Borrower, such Subsidiary or the Lender
         Parties or, with respect to permits, licenses, approvals, privileges
         and franchises, that the loss thereof could not be reasonably expected
         to have a Material Adverse Effect.

                 (f)      Visitation Rights.  At any reasonable time and from
         time to time, permit any Agent or any of the Lender Parties or any
         agents or representatives thereof, to examine and make copies of and
         abstracts from the records and books of account of, and visit the
         properties of, the Borrower and any of its Subsidiaries, and to
         discuss the affairs, finances and accounts of the Borrower and any of
         its Subsidiaries with any of their officers or directors and with
         their independent certified public accountants.

                 (g)      Preparation of Environmental Reports.  At the request
         of the Administrative Agent upon the occurrence and during the
         continuance of a Default or upon the reasonable belief of the Required
         Lenders or the Administrative Agent that Hazardous Materials
         contamination of a nature or to an extent not set forth on Schedule
         4.01(v), 4.01(w) or 4.01(x) hereto may be present on any property
         described in the Mortgages in a manner or condition that could
         reasonably be expected to have a Material Adverse Effect, provide to
         the Lender Parties within 60 days after such request, at the expense
         of the Borrower, an environmental site assessment report for any of
         its or its Subsidiaries' properties described in the Mortgages,
         prepared by an environmental consulting firm acceptable to the
         Administrative Agent, indicating the presence or absence of Hazardous
         Materials and the estimated cost of any compliance, removal or
         remedial action in connection with any Hazardous Materials on such
         properties; without limiting the generality of the foregoing, if the
         Required Lenders reasonably determine at any time that a material






<PAGE>   97
                                       91

         risk exists that any such report will not be provided within the time
         referred to above, the Required Lenders may retain an environmental
         consulting firm to prepare such report at the expense of the Borrower,
         and the Borrower hereby grants and agrees to cause any Subsidiary that
         owns any property described in the Mortgages to grant at the time of
         such request, to the Agents, the Lender Parties, such firm and any
         agents or representatives thereof an irrevocable non-exclusive
         license, subject to the rights of tenants, to enter onto their
         respective properties to undertake such an assessment at any
         reasonable time and upon reasonable prior notice.

                 (h)      Keeping of Books.  Keep, and cause each of its
         Subsidiaries to keep, proper books of record and account, in which
         full and correct entries shall be made of all financial transactions
         and the assets and business of the Borrower and each such Subsidiary
         in accordance with generally accepted accounting principles in effect
         from time to time.

                 (i)      Maintenance of Properties, Etc.  Maintain and
         preserve, and cause each of its Subsidiaries to maintain and preserve,
         all of its properties that are used or useful in the conduct of its
         business in good working order and condition, ordinary wear and tear
         excepted, except where the failure to do so, either individually or in
         the aggregate, could not be reasonably expected to have a Material
         Adverse Effect.

                 (j)      Compliance with Terms of Leaseholds.  Make all
         payments and otherwise perform all obligations in respect of all
         leases of real property to which the Borrower or any of its
         Subsidiaries is a party, keep such leases in full force and effect and
         not allow such leases to lapse or be terminated or any rights to renew
         such leases to be forfeited or cancelled, notify the Administrative
         Agent of any default by any party with respect to such leases and
         cooperate with the Administrative Agent in all respects to cure any
         such default, and cause each of its Subsidiaries to do so, except, in
         any case, where the failure to do so, either individually or in the
         aggregate, could not be reasonably expected to have a Material Adverse
         Effect.

                 (k)      Performance of Related Documents.  Perform and
         observe all of the terms and provisions of each Related Document to be
         performed or observed by it, maintain each such Related Document in
         full force and effect, enforce such Related Document in accordance
         with its terms (other than Section 1.5 of the Stockholders'
         Agreement), take all such action to such end as may be from time to
         time requested by the Administrative Agent and, upon request of the
         Administrative Agent, make to each other party to each such Related
         Document such demands and requests for information and reports or for
         action as the Borrower is entitled to make under such Related
         Document, and cause each of its Subsidiaries to do so, except, in any
         case, where the failure to do so, either individually or in the
         aggregate, could not be reasonably expected to have a Material Adverse
         Effect.






<PAGE>   98
                                       92


                 (l)      Transactions with Affiliates.  Conduct, and cause
         each of its Subsidiaries to conduct, all transactions otherwise
         permitted under the Loan Documents with any of their Affiliates on
         terms that are fair and reasonable and no less favorable to the
         Borrower or such Subsidiary than it would obtain in a comparable
         arm's-length transaction with a Person not an Affiliate, other than
         transactions between or among Loan Parties and other transactions
         described on Schedule 5.01(l) hereto.

                 (m)      Cash Concentration Accounts.  Maintain main cash
         concentration accounts with Citibank and Blocked Accounts into which
         substantially all proceeds of Collateral are paid with Citibank or one
         or more banks acceptable to the Collateral Agent that have accepted
         the assignment of such accounts to the Collateral Agent for the
         benefit of the Secured Parties pursuant to the Security Agreement.

                 (n)       Covenant to Guarantee Obligations and Give Security.
         At any time (x) upon the request of the Collateral Agent following the
         occurrence and during the continuance of a Default, (y) at such time
         as any new direct or indirect Subsidiaries of the Borrower are formed
         or acquired by any Loan Party or (z) any property is acquired by any
         Loan Party, in each case at the expense of the Borrower:

                          (i)     within 10 days after such request, formation
                 or acquisition, cause each such Subsidiary (other than any
                 Foreign Subsidiary), and cause each direct and indirect parent
                 (other than the Borrower and any Foreign Subsidiary) of such
                 Subsidiary (if it has not already done so), to duly execute
                 and deliver to the Collateral Agent a guaranty, in form and
                 substance satisfactory to the Collateral Agent, guaranteeing
                 the other Loan Parties' Obligations under the Loan Documents,

                          (ii)    within 10 days after such request, formation
                 or acquisition, furnish to the Collateral Agent a description
                 of the real and personal properties of the Borrower and its
                 Subsidiaries in detail satisfactory to the Collateral Agent,

                          (iii)   within 15 days after such request, formation
                 or acquisition, duly execute and deliver, and cause each such
                 Subsidiary (other than any Foreign Subsidiary) and each direct
                 and indirect parent of such Subsidiary (if it has not already
                 done so) (other than any Foreign Subsidiary except to the
                 extent permitted in the fourth proviso below) to duly execute
                 and deliver, to the Collateral Agent mortgages, pledges,
                 assignments and other security agreements, as specified by and
                 in form and substance satisfactory to the Collateral Agent,
                 securing payment of all the Obligations of the Borrower, such
                 Subsidiary or such parent, as the case may be, under the Loan






<PAGE>   99
                                       93

                 Documents and constituting Liens on all such properties;
                 provided that with respect to any leasehold, the Borrower shall
                 use, and shall cause its Subsidiaries to use, best efforts to
                 acquire such leasehold in a way such that consent of the
                 landlord thereof shall not be required in connection with the
                 mortgaging thereof; provided further, however, that such
                 leasehold shall not be required to be mortgaged if, after the
                 applicable Loan Party has used its best efforts as set forth in
                 the immediately preceding proviso and to obtain landlord
                 consents to the extent required by Section 5.01(p), such Loan
                 Party is unable to obtain such consent; provided still further
                 that, so long as no Event of Default shall have occurred and be
                 continuing, such leasehold shall not be required to be
                 mortgaged if the Collateral Agent shall determine, in its sole
                 discretion, not to require the mortgaging of such leasehold
                 because such leasehold has an immaterial value or constitutes
                 an immaterial portion of the property of the Person owning such
                 leasehold; provided still further that, with respect to the
                 pledge of the capital stock of any Foreign Subsidiary, such
                 pledge shall cover not more than 66% of the outstanding capital
                 stock of such Foreign Subsidiary if it is directly owned by a
                 Loan Party and not cover any of the outstanding capital stock
                 of such Foreign Subsidiary if it is directly or indirectly
                 owned by another Foreign Subsidiary,

                          (iv)    within 30 days after such request, formation
                 or acquisition, take, and cause such Subsidiary (other than
                 any Foreign Subsidiary) or such parent (other than any Foreign
                 Subsidiary) to take, whatever action (including, without
                 limitation, the recording of mortgages, the filing of Uniform
                 Commercial Code financing statements, the giving of notices
                 and the endorsement of notices on title documents) may be
                 necessary or advisable in the opinion of the Collateral Agent
                 to vest in the Collateral Agent (or in any representative of
                 the Collateral Agent designated by it) valid and subsisting
                 Liens on the properties purported to be subject to the
                 mortgages, pledges, assignments and security agreements
                 delivered pursuant to this Section 5.01(n), enforceable
                 against all third parties in accordance with their terms,

                          (v)     within 60 days after such request, formation
                 or acquisition, deliver to the Collateral Agent, upon the
                 request of the Collateral Agent in its sole discretion, a
                 signed copy of a favorable opinion, addressed to the
                 Collateral Agent and the other Secured Parties, of counsel for
                 the Loan Parties acceptable to the Collateral Agent as to the
                 matters contained in clauses (i), (iii) and (iv) above, as to
                 such guaranties, mortgages, pledges, assignments and security
                 agreements being legal, valid and binding obligations of each
                 Loan Party party thereto enforceable in accordance with their
                 terms and as to such other matters as the Collateral Agent may
                 reasonably request,






<PAGE>   100
                                       94

                          (vi)    as promptly as practicable after such
                 request, formation or acquisition, deliver, upon the request
                 of the Collateral Agent in its sole discretion, to the
                 Collateral Agent (x) with respect to each parcel of real
                 property owned or held by the entity (other than any Foreign
                 Subsidiary) that is the subject of such request, formation or
                 acquisition and on which a manufacturing facility is located,
                 surveys and engineering, soils and other reports meeting the
                 criteria specified in Section 3.01(p)(ix)(C) or (D), as the
                 case may be, Mortgage Policies and an environmental assessment
                 report meeting the criteria specified in Section 3.01(p)(xv)
                 and (y) with respect to each other parcel of real property
                 owned by the entity that is the subject of such request,
                 formation or acquisition, title reports meeting the criteria
                 specified in Section 3.01(p)(ix)(B), provided, however, that
                 to the extent that the Borrower or any of its Subsidiaries
                 shall have otherwise received any of the foregoing items with
                 respect to such real property, such items shall promptly after
                 the receipt thereof be delivered to the Collateral Agent,

                          (vii)   upon the occurrence and during the
                 continuance of a Default, promptly cause to be deposited, and
                 cause each of its Subsidiaries to cause to be promptly
                 deposited, any and all cash dividends paid or payable to it or
                 any of its Subsidiaries from any of its Subsidiaries from time
                 to time into the Cash Collateral Account, and with respect to
                 all other dividends paid or payable to it or any of its
                 Subsidiaries from time to time, promptly execute and deliver,
                 or cause such Subsidiary to promptly execute and deliver, as
                 the case may be, any and all further instruments and take or
                 cause such Subsidiary to take, as the case may be, all such
                 other action as the Collateral Agent may deem necessary or
                 desirable in order to obtain and maintain from and after the
                 time such dividend is paid or payable a perfected, first
                 priority lien on and security interest in such dividends, and

                          (viii)  at any time and from time to time, promptly
                 execute and deliver any and all further instruments and
                 documents and take all such other action as the Collateral
                 Agent may deem necessary or desirable in obtaining the full
                 benefits of, or in perfecting and preserving the Liens of,
                 such guaranties, mortgages, pledges, assignments and security
                 agreements.

                 (o)      Interest Rate Hedging.  Maintain at all times, until
         such time as the aggregate outstanding amount under the Term
         Facilities shall be less than $400,000,000, interest rate Hedge
         Agreements with Persons acceptable to the Administrative Agent,
         covering a notional amount of not less than 50% of the Commitments
         under all of the Facilities and the other floating rate Debt of the
         Loan Parties and providing for such Persons to make payments
         thereunder for a period of






<PAGE>   101
                                       95

         no less than one year to the extent of increases in interest rates
         greater than 3% above the weighted average Eurodollar Rate on the
         First Closing Date.

                 (p)      Landlord's Consents, Etc.  With respect to leaseholds
         set forth on Part II of Schedule 4.01(ll) hereto, for a reasonable
         period of time after the First Closing Date, and with respect to any
         leasehold acquired after the First Closing Date (other than by a
         Foreign Subsidiary) for a reasonable period of time after the
         acquisition thereof, use, and cause its Subsidiaries to use, its best
         efforts to cure any technical defect as may be required or, in the
         judgment of the Collateral Agent, necessary or desirable (as notified
         to such Loan Party by the Collateral Agent) to be cured in order to
         permit the mortgaging of any leasehold under which any Loan Party is a
         lessee and, if a Default shall have occurred and be continuing, use,
         and cause its Subsidiaries to use, its best efforts to obtain any
         consent required or, in the judgment of the Collateral Agent,
         necessary or desirable (as notified to such Loan Party by the
         Collateral Agent) to permit the mortgaging of any leasehold under
         which any Loan Party is a lessee, and, in either case, use its best
         efforts to deliver and cause each of its Subsidiaries to use its best
         efforts to deliver, such documents and other items referred to in
         Section 5.01(n) as may be applicable in connection with the mortgaging
         of such leasehold.

                 (q)      Conditions Subsequent to Initial Extension of Credit.
         Deliver to the Collateral Agent, in form and substance satisfactory to
         the Collateral Agent and in sufficient copies for each Lender Party,
         as soon as possible and in any event within 60 days after the Initial
         Extension of Credit (or such later date as may be agreed by the
         Borrower and the Collateral Agent):

                          (i)     acknowledgment copies of proper financing
                 statements, duly filed under the Uniform Commercial Code of
                 all jurisdictions that the Collateral Agent may deem necessary
                 or desirable in order to perfect and protect the first
                 priority liens and security interests created under the
                 Security Agreement, covering the Collateral described in the
                 Security Agreement,

                          (ii)    completed requests for information, listing
                 the financing statements referred to in clause (i) above and
                 all other effective financing statements filed in the
                 jurisdictions referred to in clause (i) above that name any
                 Loan Party as debtor, together with copies of such financing
                 statements,

                          (iii)   evidence that counterparts of the Mortgages
                 have been duly recorded in all filing or recording offices
                 that the Collateral Agent may deem necessary or desirable in
                 order to create a valid first and subsisting Lien on the
                 property described therein in favor of the Secured Parties
                 subject only to






<PAGE>   102
                                       96

                 Permitted Encumbrances and that all filing and recording taxes
                 and fees have been paid,

                          (iv)    evidence of the completion of all recordings
                 and filings of or with respect to the Intellectual Property
                 Security Agreement that the Collateral Agent may deem
                 necessary or desirable in order to perfect and protect the
                 Liens created thereunder,

                          (v)     evidence that such action as the Collateral
                 Agent may deem necessary or desirable in order to perfect and
                 protect the Liens on the capital stock held by any Loan Party
                 in any of its Foreign Subsidiaries has been taken (including,
                 without limitation, the execution and delivery by the
                 applicable Loan Party of such agreements or instruments of
                 pledge as may be necessary to perfect and protect Liens in
                 favor of the Collateral Agent for the benefit of the Secured
                 Parties on capital stock of each of the Borrower's
                 Subsidiaries organized under the laws of Australia), provided
                 that in any event such Liens shall cover not more than 66% of
                 the outstanding capital stock of Foreign Subsidiaries directly
                 owned by such Loan Party and shall not cover any capital stock
                 of any Foreign Subsidiary directly or indirectly owned by a
                 Foreign Subsidiary,

                          (vi)    a signed copy of a favorable opinion
                 addressed to the Collateral Agent and the other Secured
                 Parties, of counsel for the Loan Parties acceptable to the
                 Collateral Agent, as to the agreements and instruments of
                 pledge referred to in clause (v) above being the legal, valid
                 and binding obligation of the Loan Party thereto, enforceable
                 in accordance with their terms and as to such other matters as
                 the Collateral Agent may reasonably request,

                          (vii)   evidence that all other action as the
                 Collateral Agent may deem necessary or desirable in order to
                 perfect and protect the first priority liens and security
                 interests created under the Collateral Documents has been
                 taken,

                          (viii)  evidence of business interruption insurance
                 naming the Collateral Agent for the benefit of the Secured
                 Parties as insured, as is satisfactory to the Collateral
                 Agent, and

                          (ix)    evidence that the Borrower shall have applied
                 to Standard & Poor's Ratings Group's CUSIP Service Bureau for
                 the assignment of private placement numbers to the Notes.






<PAGE>   103
                                       97

                 (r)      Conditions Subsequent to the Making of the New AXELS
         Series B Advances.  Deliver to the Collateral Agent, in form and
         substance satisfactory to the Collateral Agent and in sufficient
         copies for each Lender Party, as soon as possible, and in any event
         within 60 days after the making of the New AXELs Series B Advances (or
         such later date as may be agreed by the Borrower and the Collateral
         Agent):

                          (i)     evidence that the Mortgage Amendments have
                 been duly recorded in all filing and recording offices that
                 the Collateral Agent may deem necessary or desirable in order
                 to maintain a valid first and subsisting lien on the property
                 described therein in favor of the Secured Parties subject only
                 to Permitted Encumbrances and that all filing and recording
                 taxes and fees have been paid;

                          (ii)    evidence that either (x) endorsements to the
                 Mortgage Policies have been provided which update the Mortgage
                 Policies to the Second Closing Date and which indicate no
                 additional exceptions to coverage under such Mortgage Policies
                 from those specified on the First Closing Date, or (y) such
                 other satisfactory assurances have been given to Collateral
                 Agent that the lien priority of the Mortgages will not be
                 affected by the recording of the Amendments to the Mortgages
                 and that Mortgage Policies continue to insure the Mortgages as
                 amended by the Mortgage Amendments; and

                          (iii)   signed copies of favorable opinions of such
                 local counsel as the Administrative Agent may require, in form
                 and substance satisfactory to the Arrangers and the Agents.

                 (s)      Further Assurances.  (i)  Promptly upon request by
         the Administrative Agent, or any Lender Party through the
         Administrative Agent, correct, and cause each of its Subsidiaries
         promptly to correct, any material defect or error that may be
         discovered in any Loan Document or in the execution, acknowledgment,
         filing or recordation thereof, and

                 (ii)     Promptly upon request by the Collateral Agent, or any
         Lender Party through the Collateral Agent, do, execute, acknowledge,
         deliver, record, re-record, file, re-file, register and re-register,
         and cause each of its Subsidiaries promptly to do, execute,
         acknowledge, deliver, record, re-record, file, re-file, register and
         re-register, any and all such further acts, deeds, conveyances, pledge
         agreements, mortgages, deeds of trust, trust deeds, assignments,
         financing statements and continuations thereof, termination
         statements, notices of assignment, transfers, certificates, assurances
         and other instruments as the Collateral Agent,  or any Lender Party
         through the Collateral Agent, may reasonably require from time to time
         in order to






<PAGE>   104
                                       98

         (A) carry out more effectively the purposes of this Agreement, the
         Notes or any other Loan Document, (B) to the fullest extent permitted
         by applicable law, subject any of the Borrower's or any of its
         Subsidiaries' properties, assets, rights or interests to the Liens now
         or hereafter intended to be covered by any of the Collateral
         Documents, (C) perfect and maintain the validity, effectiveness and
         priority of any of the Collateral Documents and any of the Liens
         intended to be created thereunder and (D) assure, convey, grant,
         assign, transfer, preserve, protect and confirm more effectively unto
         the Agents and the Lender Parties the rights granted or now or
         hereafter intended to be granted to the Agents and the Lender Parties
         under any Loan Document or under any other instrument executed in
         connection with any Loan Document to which any Loan Party or any of
         its Subsidiaries is or is to be a party; provided, however, that in
         any event this Section 5.01(s) shall not require Liens on, and the
         execution and delivery of Collateral Documents covering, any property
         to the extent not otherwise required by the terms of the Loan
         Documents.

                 SECTION 5.02.  Negative Covenants.  So long as any Advance
shall remain unpaid, any Letter of Credit shall be outstanding or any Lender
Party shall have any Commitment hereunder, the Borrower will not, at any time:

                 (a)      Liens, Etc.  Create, incur, assume or suffer to
         exist, or permit any of its Subsidiaries to create, incur, assume or
         suffer to exist, any Lien on or with respect to any of its properties
         of any character (including, without limitation, accounts) whether now
         owned or hereafter acquired, or sign or file or suffer to exist, or
         permit any of its Subsidiaries to sign or file or suffer to exist,
         under the Uniform Commercial Code of any jurisdiction, a financing
         statement that names the Borrower or any of its Subsidiaries as
         debtor, or sign or suffer to exist, or permit any of its Subsidiaries
         to sign or suffer to exist, any security agreement authorizing any
         secured party thereunder to file such financing statement, or assign,
         or permit any of its Subsidiaries to assign, any accounts or other
         right to receive income, excluding, however, from the operation of the
         foregoing restrictions the following:

                          (i)     Liens created under the Loan Documents;

                          (ii)    Permitted Liens;

                          (iii)   Liens existing on the First Closing Date and
                 described on Schedule 5.02(a) hereto;

                          (iv)    purchase money Liens upon or in real property
                 or equipment acquired or held by the Borrower or any of its
                 Subsidiaries in the ordinary course of business to secure the
                 purchase price of such property or equipment or to secure Debt
                 incurred solely for the purpose of financing the acquisition,






<PAGE>   105
                                       99

                 construction or improvement of any such property or equipment
                 to be subject to such Liens, or Liens existing on any such
                 property or equipment at the time of acquisition (other than
                 any such Liens created in contemplation of such acquisition
                 that do not secure the purchase price), or extensions,
                 renewals or replacements of any of the foregoing for the same
                 or a lesser amount; provided, however, that no such Lien shall
                 extend to or cover any property other than the property or
                 equipment being acquired, constructed or improved, and no such
                 extension, renewal or replacement shall extend to or cover any
                 property not theretofore subject to the Lien being extended,
                 renewed or replaced; and provided further that the aggregate
                 principal amount of the Debt secured by Liens permitted by
                 this clause (iv) shall not exceed the amount permitted under
                 Section 5.02(b)(iii)(B) at any time outstanding and that any
                 such Debt shall not otherwise be prohibited by the terms of
                 the Loan Documents;

                          (v)     Liens arising in connection with Capitalized
                 Leases permitted under Section 5.02(b)(iii)(C); provided that
                 no such Lien shall extend to or cover any Collateral or assets
                 other than the assets subject to such Capitalized Leases;

                          (vi)    Liens on property of a Person existing at the
                 time such Person is merged into or consolidated with the
                 Borrower or any Subsidiary of the Borrower or becomes a
                 Subsidiary of the Borrower; provided that such Liens were not
                 created in contemplation of such merger, consolidation or
                 investment and do not extend to any assets other than those of
                 the Person merged into or consolidated with the Borrower or
                 such Subsidiary or acquired by the Borrower or such
                 Subsidiary;

                          (vii)   Liens securing Obligations of the Borrower or
                 any of its Subsidiaries in an aggregate amount not to exceed
                 $5,000,000 at any time outstanding;

                          (viii)  Liens arising in connection with any lease
                 permitted under Section 5.02(c), provided that no such Lien
                 shall extend to or cover any assets other than the assets
                 subject to such lease; and

                          (ix)    the replacement, extension or renewal of any
                 Lien permitted by clauses (iii) and (vi) above upon or in the
                 same property theretofore subject thereto or the replacement,
                 extension or renewal (without increase in the amount or change
                 in any direct or contingent obligor) of the Debt secured
                 thereby.






<PAGE>   106
                                      100

                 (b)      Debt.  Create, incur, assume or suffer to exist, or
         permit any of its Subsidiaries to create, incur, assume or suffer to
         exist, any Debt other than:

                          (i)     in the case of the Borrower,

                                  (A)      Debt owed to its Subsidiaries; so
                          long as at the time of incurrence of such Debt,
                          foreclosure proceedings shall not have been commenced
                          with respect to any stock or assets of such
                          Subsidiaries,

                                  (B)      Debt in respect of Hedge Agreements
                          not entered into for speculative purposes and
                          designed to hedge against fluctuations in interest
                          rates or foreign exchange rates incurred in the
                          ordinary course of business and consistent with
                          prudent business practice, and

                                  (C)      Debt in respect of guarantees by the
                          Borrower of the Obligations of Foreign Subsidiaries
                          under bank overdraft facilities permitted under
                          Section 5.02(b)(iii)(I)

                          (ii)    in the case of any of its Subsidiaries, Debt
                 owed to the Borrower or to a wholly owned Subsidiary of the
                 Borrower to the extent permitted under Section 5.02(f); and

                          (iii)   in the case of the Borrower and any of its
                 Subsidiaries,

                                  (A)      Debt under the Loan Documents,

                                  (B)      Debt secured by Liens permitted by
                          Section 5.02(a)(iv) not to exceed in the aggregate
                          $10,000,000 at any time outstanding,

                                  (C)      Capitalized Leases in an aggregate
                          amount, calculated in accordance with GAAP, not to
                          exceed in the aggregate $10,000,000 at any time
                          outstanding,

                                  (D)      the Surviving Debt, and any Debt
                          extending the maturity of, or refunding or
                          refinancing, in whole or in part, any Surviving Debt,
                          provided that the terms of any such extending,
                          refunding or refinancing Debt, and of any agreement
                          entered into and of any instrument issued in
                          connection therewith, are otherwise permitted by the
                          Loan Documents and provided further that the
                          principal amount of such Surviving Debt shall not be
                          increased above the principal amount thereof
                          outstanding immediately prior to such extension,
                          refunding or refinancing, and the direct and
                          contingent obligors therefor shall not be






<PAGE>   107
                                      101

                          changed, as a result of or in connection with such
                          extension, refunding or refinancing,

                                  (E)      Subordinated Debt under the
                          Subordinated Notes Indentures,

                                  (F)      Debt of any Person that becomes a
                          Subsidiary of the Borrower after the First Closing
                          Date in accordance with the terms of Section 5.02(f)
                          that is existing at the time such Person becomes a
                          Subsidiary of the Borrower,

                                  (G)      Debt in an aggregate principal
                          amount not to exceed $5,000,000 outstanding at any
                          time and consisting of letters of credit (other than
                          Letters of Credit issued hereunder) and reimbursement
                          obligations in respect thereof,

                                  (H)      other Debt in an aggregate amount
                          not to exceed $5,000,000 at any time outstanding,

                                  (I)      in the case of Foreign Subsidiaries,
                          Debt under bank overdraft facilities in an aggregate
                          amount not to exceed $10,000,000 at any time
                          outstanding; and

                                  (J)      indorsement of negotiable
                          instruments for deposit or collection or similar
                          transactions in the ordinary course of business.

                 (c)      Lease Obligations.  Create, incur, assume or suffer
         to exist, or permit any of its Subsidiaries to create, incur, assume
         or suffer to exist, any obligations as lessee for the rental or hire
         of real or personal property of any kind under leases or agreements to
         lease (including Capitalized Leases) having an original term of one
         year or more that would cause the direct and contingent liabilities of
         the Borrower and its Subsidiaries, on a Consolidated basis, in respect
         of all such obligations to exceed an amount payable in any period of
         12 consecutive months equal to the sum of (i) $25,000,000, (ii) an
         amount equal to the product of (x) $200,000 and (y) the number of
         leased bowling centers acquired by the Borrower or any of its
         Subsidiaries after the First Closing Date and (iii) in each calendar
         year occurring after 1996, an amount equal to 4% of the amount
         permitted under this Section 5.02(c) in the immediately preceding
         calendar year, calculated as at the end of such preceding calendar
         year.

                 (d)      Mergers, Etc.  Merge into or consolidate with any
         Person or permit any Person to merge into it, or permit any of its
         Subsidiaries to do so, except that






<PAGE>   108
                                      102

         (i) any Subsidiary of the Borrower may merge into or consolidate with
         the Borrower (in the case of any merger or consolidation to which the
         Borrower is a party), or any other Subsidiary of the Borrower;
         provided that, in the case of any such merger or consolidation, the
         Person surviving such merger or consolidation shall be the Borrower
         (in the case of any merger or consolidation to which the Borrower is a
         party), or a wholly owned Subsidiary of the Borrower, (ii) in
         connection with any acquisition permitted under Section 5.02(f), any
         Subsidiary of the Borrower may merge into or consolidate with any
         other Person or permit any other Person to merge into or consolidate
         with it; provided that the Person surviving such merger shall be a
         wholly owned Subsidiary of the Borrower and (iii) in connection with
         any sale or other disposition permitted under Section 5.02(e) (other
         than clause (ii) thereof), any Subsidiary of the Borrower may merge
         into or consolidate with any other Person or permit any other Person
         to merge into or consolidate with it; provided, however, that in each
         case, immediately after giving effect thereto, no event shall occur
         and be continuing that constitutes a Default.

                 (e)      Sales, Etc. of Assets.  Sell, lease, transfer or
         otherwise dispose of, or permit any of its Subsidiaries to sell,
         lease, transfer or otherwise dispose of, any assets, or grant any
         option or other right to purchase, lease or otherwise acquire any
         assets other than inventory to be sold in the ordinary course of its
         business, except:

                          (i)     sales of Inventory in the ordinary course of
                 its business,

                          (ii)    in a transaction authorized by subsection
                 (d)(i) or (ii) of this Section 5.02,

                          (iii)   the sale or other disposition of damaged,
                 worn out or obsolete property that is no longer necessary for
                 the proper conduct of the business of the Borrower and its
                 Subsidiaries in the ordinary course of business, provided that
                 the fair value of the assets so sold or otherwise disposed of
                 shall not exceed $1,000,000 in the aggregate in any Fiscal
                 Year,

                          (iv)    the sale or other disposition of assets by
                 any Loan Party to any other Loan Party,

                          (v)     the sale of assets or properties for fair
                 value in an aggregate amount for any one such transaction or
                 series of related transactions not to exceed $10,000,

                          (vi)    sales or exchanges of assets by the Borrower
                 or any of its Subsidiaries for fair value and for cash or
                 senior promissory notes or equity of the seller thereof or
                 like-kind assets (including, without limitation, the stock of






<PAGE>   109
                                      103

                 the Person owning such assets) to be used in the business of
                 the Borrower and its Subsidiaries or any other assets,
                 provided that the fair value of the assets so sold or
                 exchanged shall not exceed $10,000,000 in the aggregate in any
                 Fiscal Year, provided further that any notes or equity or
                 other non-cash assets received in connection with any sale or
                 exchange of assets pursuant to this clause (vi) shall (A) not
                 exceed $5,000,000 in value in the aggregate in any Fiscal
                 Year, and (B) be pledged as Collateral securing the
                 Obligations of the Borrower or such Subsidiary, as the case
                 may be, under the Loan Documents and the Secured Parties' lien
                 and security interest therein shall be perfected (and the
                 Borrower shall, and shall cause any such Subsidiary to, take
                 such action as the Collateral Agent may deem necessary or
                 desirable to effect such perfection) in accordance with the
                 terms of the Loan Documents,

                          (vii)   sale of the Borrower's billiards equipment
                 manufacturing business for fair value, and

                          (viii)  the lease by the Borrower and its
                 Subsidiaries, as lessors, in the ordinary course of their
                 respective business and on an arm's-length basis, of real
                 property consisting of space located in their respective
                 bowling centers, and other leasing arrangements entered into
                 by the Borrower and its Subsidiaries in the ordinary course of
                 business and without significant economic cost to the Borrower
                 and its Subsidiaries in order to permit the service of
                 alcoholic beverages and gaming operations pursuant to
                 applicable law,

         provided that in the case of sales or exchanges of assets pursuant to
         clauses (vi) and (vii) above, the Borrower shall, on the date of
         receipt by any Loan Party or any of its Subsidiaries of any Net Cash
         Proceeds from such sale, prepay the Advances pursuant to, and in the
         amount and order of priority set forth in, Section 2.06(b)(ii), as
         specified therein.

                 (f)      Investments in Other Persons.  Make or hold, or
         permit any of its Subsidiaries to make or hold, any Investment in any
         Person other than:

                          (i)     (A) Investments by the Borrower and its
                 Subsidiaries in their Subsidiaries outstanding on the First
                 Closing Date, (B) additional Investments in their wholly owned
                 Subsidiaries that are Loan Parties and (C) additional
                 Investments in their wholly owned Subsidiaries that are not
                 Loan Parties and the China Joint Venture, in the case of this
                 clause (C), in an aggregate amount invested not to exceed an
                 amount in any Fiscal Year equal to the sum of (x) $10,000,000
                 and (y) the aggregate amount of capital contributions made
                 after the First Closing Date by the Equity Investors and new
                 third party equity






<PAGE>   110
                                      104

                 investors in Parent in any Fiscal Year to the extent such
                 amount was contributed to such Subsidiary as a capital
                 contribution in such Fiscal Year (without duplication of
                 amounts contributed pursuant to clauses (ii) and (ix) below),
                 provided that, to the extent that any amount permitted to be
                 invested in any Fiscal Year pursuant to clause (x) or (y)
                 shall not have been so invested, such amount may be invested
                 pursuant to this subsection (i) in the next succeeding Fiscal
                 Year and any amounts invested in the next succeeding Fiscal
                 Year shall be deemed to be applied first against the amount so
                 carried over from the preceding Fiscal Year;

                          (ii)    Investments by the Borrower and its
                 Subsidiaries in their non-wholly owned Subsidiaries and in
                 other Persons that are not their Subsidiaries in an aggregate
                 amount invested from the First Closing Date (A) not to exceed
                 an amount in any Fiscal Year equal to the sum of (x)
                 $5,000,000 and (y) the aggregate amount of capital
                 contributions made after the First Closing Date by the Equity
                 Investors and new third party equity investors in Parent in
                 any Fiscal Year to the extent such amount was contributed to
                 such Subsidiary as a capital contribution in such Fiscal Year
                 (without duplication of amounts contributed pursuant to clause
                 (i) above and clause (ix) below), provided that, to the extent
                 that any amount permitted to be invested in any Fiscal Year
                 pursuant to clause (x) or (y) above shall not have been so
                 invested, such amount may be invested pursuant to this
                 subsection (ii)(A) in the next succeeding Fiscal Year and any
                 amounts invested in the next succeeding Fiscal Year shall be
                 deemed to be applied first against the amount so carried over
                 from the preceding Fiscal Year and (B) in addition to any
                 Investments made pursuant to clause (A) above, an amount not
                 to exceed $5,000,000;

                          (iii)   Loans and advances to employees in the
                 ordinary course of business of the Borrower and its
                 Subsidiaries as presently conducted in an aggregate principal
                 amount not to exceed $7,500,000 for the purpose of purchasing
                 common stock of Parent and an additional $2,000,000 at any
                 time outstanding;

                          (iv)    Investments by the Borrower and its
                 Subsidiaries in Cash Equivalents;

                          (v)     Investments by the Borrower in Hedge
                 Agreements permitted under Section 5.02(b)(i)(B);

                          (vi)    Investments consisting of intercompany Debt
                 permitted under Section 5.02(b)(i)(A);






<PAGE>   111
                                      105

                          (vii)   Investments existing on the First Closing
                 Date and described on Schedule 4.01(mm) hereto;

                          (viii)  Investments consisting of notes and equity
                 received pursuant to Section 5.02(e)(vi) or (vii); and

                          (ix)    other Investments made in connection with the
                 acquisition of all or any part of the assets or stock or other
                 equity interest of any Person or the acquisition or
                 construction of New Centers in an aggregate amount invested
                 not to exceed, together with the aggregate amount of Debt
                 incurred pursuant to Section 5.02(b)(iii)(F), $300,000,000
                 plus the aggregate amount of capital contributions made after
                 the First Closing Date by the Equity Investors and new third
                 party equity investors in Parent in any Fiscal Year to the
                 extent such amount was contributed as a capital contribution
                 to the Borrower or to a wholly owned Subsidiary of the
                 Borrower making any such Investment pursuant to this clause
                 (ix) in such Fiscal Year (without duplication of amounts
                 contributed pursuant to clauses (i) and (ii) above); provided
                 that with respect to Investments made under this clause (ix):
                 (1) any newly acquired or created Subsidiary of the Borrower
                 or any of its Subsidiaries shall be a wholly owned Subsidiary
                 thereof and such Subsidiary (unless such Subsidiary is a
                 Foreign Subsidiary) shall become a Subsidiary Guarantor and
                 execute and deliver the documents referred to in Section
                 5.01(n); (2) immediately before and after giving effect
                 thereto, no Default shall have occurred and be continuing or
                 would result therefrom; (3) substantially all of any business
                 acquired or invested in pursuant to this clause (ix) shall be
                 in the same or a substantially related line of business as the
                 business of the Borrower or any of its Subsidiaries; and (4)
                 immediately after giving effect to the acquisition of a
                 company or business pursuant to this clause (ix), the Borrower
                 shall be in pro forma compliance with the covenants contained
                 in Section 5.04, calculated based on the relevant Financial
                 Statements, as though such acquisition had occurred at the
                 beginning of the 12-month period covered thereby, as evidenced
                 by a certificate of a Designated Financial Officer furnished
                 to the Lender Parties, demonstrating such compliance and
                 reflecting the Adjusted EBITDA of any bowling center so
                 acquired for the immediately preceding 12-month period.

                 (g)      Dividends, Etc.  Declare or pay any dividends,
         purchase, redeem, retire, defease or otherwise acquire for value any
         of its capital stock or any warrants, rights or options to acquire
         such capital stock, now or hereafter outstanding, return any capital
         to its stockholders as such, make any distribution of assets, capital
         stock, warrants, rights, options, obligations or securities to its
         stockholders as such or issue or sell any capital stock or any
         warrants, rights or options to acquire such capital






<PAGE>   112
                                      106

         stock, or permit any of its Subsidiaries to do any of the foregoing or
         permit any of its Subsidiaries to purchase, redeem, retire, defease or
         otherwise acquire for value any capital stock of the Borrower or any
         warrants, rights or options to acquire such capital stock or to issue
         or sell any capital stock or any warrants, rights or options to
         acquire such capital stock, except that:

                          (i)      so long as no Default shall have occurred
                 and be continuing or would result therefrom, the Borrower may
                 (A) declare and pay dividends and distributions payable only
                 in common stock of the Borrower and (B) declare and pay cash
                 dividends to Holdings solely to the extent necessary to (x)
                 make payments required under the non-competition agreements
                 listed on Schedule 5.02(g) hereto and (y) declare and pay cash
                 dividends to Parent to the extent permitted under, and in
                 accordance with the terms of, the Holdings Guaranty,  and

                          (ii)    so long as foreclosure proceedings shall not
                 have been commenced with respect to any stock or assets of any
                 Subsidiary of the Borrower, any such Subsidiary may (A)
                 declare and pay cash dividends to the Borrower and (B) declare
                 and pay cash dividends to any other wholly owned Subsidiary of
                 the Borrower of which it is a Subsidiary.

                 (h)      Change in Nature of Business.  Make, or permit any of
         its Subsidiaries to make, any material change in the nature of its
         business as carried on at the First Closing Date.

                 (i)      Charter Amendments.  Amend, or permit any of its
         Subsidiaries to amend, its certificate of incorporation or bylaws in
         any material respect.

                 (j)      Accounting Changes.  Make or permit, or permit any of
         its Subsidiaries to make or permit, any change in (i) accounting
         policies or reporting practices, except as required by generally
         accepted accounting principles or (ii) its Fiscal Year.

                 (k)      Prepayments, Etc. of Debt.  Prepay, redeem, purchase,
         defease or otherwise satisfy prior to the scheduled maturity thereof
         in any manner, or make any payment in violation of any subordination
         terms of, any Debt, other than (i) the prepayment of the Advances in
         accordance with the terms of this Agreement, (ii) regularly scheduled
         or required repayments or redemptions of Surviving Debt and (iii) in
         connection with any acquisition of a company or business pursuant to
         Section 5.02(f)(ix), the prepayment, redemption, purchase, defeasance
         or other satisfaction of existing Debt of such company or business to
         the extent required by the terms of such Debt, or amend, modify or
         change any term or condition of any Surviving Debt or Subordinated
         Debt in any manner that would impair in any material respect the value






<PAGE>   113
                                      107

         of the interests or rights of the Borrower or any of its Subsidiaries
         thereunder or that would impair in any material respect the rights or
         interests of any Agent or any Lender Party, or permit any of its
         Subsidiaries to do any of the foregoing other than to prepay any Debt
         payable to the Borrower or any other Loan Party.

                 (l)      Amendment, Etc. of Related Documents.  Cancel or
         terminate any Related Document or consent to or accept any
         cancellation or termination thereof, amend, modify or change in any
         manner any term or condition of any Related Document or give any
         consent, waiver or approval thereunder, waive any default under or any
         breach of any term or condition of any Related Document, agree in any
         manner to any other amendment, modification or change of any term or
         condition of any Related Document or take any other action in
         connection with any Related Document, in each case that would impair
         in any material respect the value of the interests or rights of the
         Borrower thereunder or that would impair in any material respect the
         rights or interests of any Agent or any Lender Party, or permit any of
         its Subsidiaries to do any of the foregoing.

                 (m)      Ownership Change.  Take, or permit any of its
         Subsidiaries to take, any action that would result in an "ownership
         change" (as defined in Section 382 of the Internal Revenue Code) with
         respect to the Borrower or any of its Subsidiaries or the application
         of the "separate return limitation year" or "consolidated return
         change of ownership" limitations under the Federal income tax
         consolidated return regulations with respect to the Borrower or any of
         its Subsidiaries (other than as a direct result of the Acquisition and
         the acquisition by AMF Bowling Centers of the companies set forth on
         Schedule 4.01(ff) hereto) that could be reasonably likely to have a
         Material Adverse Effect.

                 (n)      Negative Pledge.  Enter into or suffer to exist, or
         permit any of its Subsidiaries to enter into or suffer to exist, any
         agreement prohibiting or conditioning the creation or assumption of
         any Lien upon any of its property or assets other than (i) in favor of
         the Secured Parties, (ii) in connection with any Surviving Debt and
         any Debt outstanding on the date such Subsidiary first becomes a
         Subsidiary (so long as such agreement was not entered into solely in
         contemplation of such Subsidiary becoming a Subsidiary) or (iii) in
         connection with any lease permitted under Section 5.02(c) solely to
         the extent that such lease prohibits a Lien on the lease or the
         property subject to such lease.

                 (o)      Partnerships, Etc.  Become a general partner in any
         general or limited partnership or joint venture, or permit any of its
         Subsidiaries to do so, other than any such Subsidiary the sole assets
         of which consist of its interest in such partnership or joint venture.






<PAGE>   114
                                      108

                 (p)      Speculative Transactions.  Engage, or permit any of
         its Subsidiaries to engage, in any transaction involving commodity
         options or futures contracts or any similar speculative transactions
         except for Hedge Agreements permitted under Section 5.02(b)(i)(B).

                 (q)      Capital Expenditures.  Make, or permit any of its
         Subsidiaries to make, any Capital Expenditures that would cause the
         aggregate of all such Capital Expenditures made by the Borrower and
         its Subsidiaries to exceed the sum of (i) $20,000,000 in any Fiscal
         Year (which, in the case of the Fiscal Year ending December 31, 1996,
         shall mean the period from May 1, 1996 to December 31, 1996) plus the
         aggregate amount of capital contributions made after the First Closing
         Date by the Equity Investors and new third party equity investors in
         Parent in such Fiscal Year to the extent such amount was contributed
         to the Borrower or any of its Subsidiaries as a capital contribution
         in such Fiscal Year in accordance with the terms of the Loan
         Documents, (ii) 4% of revenues for the prior Fiscal Year (or, if the
         applicable bowling center is newly constructed and in the first year
         of its operations, revenues for such Fiscal Year) of each bowling
         center acquired or constructed by the Borrower or any of its
         Subsidiaries after the First Closing Date and (iii) for any Fiscal
         Year after the Fiscal Year ending December 31, 1996, an amount equal
         to the lesser of $10,000,000 and the amount (if any) by which the
         amount of Capital Expenditures permitted to be made in the immediately
         preceding Fiscal Year pursuant to this Schedule 5.02(q) exceeds the
         amount of Capital Expenditures actually made in such immediately
         preceding Fiscal Year; provided, however, that notwithstanding
         anything in this subsection 5.02(q) to the contrary, additional
         Capital Expenditures may be made by the Borrower and its Subsidiaries
         (x) during the period from the Second Closing Date to December 31,
         1998, in an aggregate amount not to exceed $10,000,000 solely for
         management information system and point of sale projects of the type
         described in Schedule 5.02(q) hereto and (y) after the date hereof, in
         an aggregate amount not to exceed $10,000,000 in each of the Fiscal
         Year ending December 31, 1997 and the Fiscal Year ending December 31,
         1998, solely for purposes of making improvements to newly acquired or
         existing bowling centers, provided, further, that to the extent that
         any Capital Expenditures permitted to be made within the Fiscal Year
         ending December 31, 1997 pursuant to this clause (y) shall not have
         been so made, such Capital Expenditures may be made in the Fiscal Year
         ending December 31, 1998.

                 (r)      Payment Restrictions Affecting Subsidiaries.
         Directly or indirectly, create or otherwise cause or suffer to exist
         or become effective, or permit any of its Subsidiaries to, directly or
         indirectly, create or otherwise cause or suffer to exist or become
         effective, any encumbrance or restriction on the ability of any of its
         Subsidiaries to pay dividends or make any other distributions to the
         Borrower or any of its Subsidiaries on its capital stock or with
         respect to any other interest or






<PAGE>   115
                                      109

         participation, or measured by its profits, or pay any Debt owed to the
         Borrower or any of its Subsidiaries, except for such encumbrances or
         restrictions existing under or by reason of the Loan Documents,
         Surviving Debt as in effect on the First Closing Date and applicable
         law.

                 SECTION 5.03.  Reporting Requirements.  So long as any Advance
shall remain unpaid, any Letter of Credit shall be outstanding or any Lender
Party shall have any Commitment hereunder, the Borrower will furnish to the
Administrative Agent and the Lender Parties:

                 (a)      Default Notice.  As soon as possible and in any event
         within two days after any officer of the Borrower or Holdings obtains
         knowledge of any Default or any event, development or occurrence
         reasonably likely to have a Material Adverse Effect continuing on the
         date of such statement, a statement of a Designated Financial Officer
         setting forth details of such Default, event, development or
         occurrence and the action that the Borrower has taken and proposes to
         take with respect thereto.

                 (b)      Quarterly Financials.  As soon as available and in
         any event within 45 days after the end of each of the first three
         quarters of each Fiscal Year, Consolidated and consolidating balance
         sheets of the Borrower and its Subsidiaries as of the end of such
         quarter and Consolidated and consolidating statements of income and a
         Consolidated statement of cash flows of the Borrower and its
         Subsidiaries for the period commencing at the end of the previous
         fiscal quarter and ending with the end of such fiscal quarter and
         Consolidated and consolidating statements of income and a Consolidated
         statement of cash flows of the Borrower and its Subsidiaries for the
         period commencing at the end of the previous Fiscal Year and ending
         with the end of such quarter, setting forth in each case in
         comparative form the corresponding figures for the corresponding date
         or period of the preceding Fiscal Year, all in reasonable detail and
         duly certified (subject to normal year-end audit adjustments) by a
         Designated Financial Officer as having been prepared in accordance
         with GAAP, together with (i) a certificate of said officer (A) stating
         that no Default has occurred and is continuing or, if a Default has
         occurred and is continuing, a statement as to the nature thereof and
         the action that the Borrower has taken and proposes to take with
         respect thereto and (B) setting forth, for the Rolling Period ending
         at the end of such fiscal quarter, the Adjusted EBITDA (and the
         calculation thereof) of each New Center constructed within the
         preceding 15 months, EBITDA of each bowling center acquired or
         constructed by the Borrower or any of its Subsidiaries after the First
         Closing Date and acquired or constructed at least 15 months prior to
         the end of such Rolling Period and all Other Additions, if any, for
         such Rolling Period and (ii) a schedule in form satisfactory to the
         Administrative Agent of the computations used by the Borrower in
         determining compliance with the covenants contained in Section 5.04,
         provided that in the event of any change in GAAP used in the
         preparation of such financial statements,






<PAGE>   116
                                      110

         the Borrower shall also provide, if necessary for the determination of
         compliance with Section 5.04, a statement of reconciliation conforming
         such financial statements to GAAP.

                 (c)      Annual Financials.  As soon as available and in any
         event within 90 days after the end of each Fiscal Year, a copy of the
         annual audit report for such year for the Borrower and its
         Subsidiaries, including therein Consolidated and consolidating balance
         sheets of the Borrower and its Subsidiaries as of the end of such
         Fiscal Year and Consolidated and consolidating statements of income
         and a Consolidated statement of cash flows of the Borrower and its
         Subsidiaries for such Fiscal Year, in each case accompanied by an
         opinion not qualified as to scope or going concern of Arthur Andersen,
         L.L.P.  or other independent public accountants of nationally
         recognized standing acceptable to the Administrative Agent, together
         with (i) a certificate of such accounting firm to the Lender Parties
         stating that in the course of the regular audit of the business of the
         Borrower and its Subsidiaries, which audit was conducted by such
         accounting firm in accordance with generally accepted auditing
         standards, such accounting firm has obtained no knowledge that a
         Default has occurred and is continuing, or if, in the opinion of such
         accounting firm, a Default has occurred and is continuing, a statement
         as to the nature thereof, (ii) a schedule in form satisfactory to the
         Administrative Agent of the computations used by such accountants in
         determining, as of the end of such Fiscal Year, compliance with the
         covenants contained in Section 5.04, provided that in the event of any
         change in GAAP used in the preparation of such financial statements,
         the Borrower shall also provide, if necessary for the determination of
         compliance with Section 5.04, a statement of reconciliation conforming
         such financial statements to GAAP and (iii) a certificate of a
         Designated Financial Officer (A) stating that no Default has occurred
         and is continuing or, if a default has occurred and is continuing, a
         statement as to the nature thereof and the action that the Borrower
         has taken and proposes to take with respect thereto and (B) setting
         forth, for the Rolling Period ending at the end of such Fiscal Year,
         the Adjusted EBITDA (and the calculation thereof) of each New Center
         constructed within the preceding 15 months, EBITDA of each bowling
         center acquired or constructed by the Borrower or any of its
         Subsidiaries after the First Closing Date and acquired or constructed
         at least 15 months prior to the end of such Rolling Period and all
         Other Additions, if any, for such Rolling Period.

                 (d)      Annual Forecasts.  As soon as available and in any
         event no later than 15 days after the end of each Fiscal Year,
         forecasts prepared by management of the Borrower, in form satisfactory
         to the Administrative Agent, of balance sheets, income statements and
         cash flow statements on a monthly basis for the Fiscal Year following
         such Fiscal Year and on an annual basis for each Fiscal Year
         thereafter until the Termination Date for the AXELs Series B Facility.






<PAGE>   117
                                      111

                 (e)      ERISA Events and ERISA Reports.  (i) Promptly and in
         any event within 20 days after any Loan Party or any ERISA Affiliate
         knows or has reason to know that any ERISA Event has occurred, a
         statement of a Designated Financial Officer describing such ERISA
         Event and the action, if any, that such Loan Party or such ERISA
         Affiliate has taken and proposes to take with respect thereto and (ii)
         on the date any records, documents or other information must be
         furnished to the PBGC with respect to any Plan pursuant to Section
         4010 of ERISA, a copy of such records, documents and information.

                 (f)      Plan Terminations.  Promptly and in any event within
         10 Business Days after receipt thereof by any Loan Party or any ERISA
         Affiliate, copies of each notice from the PBGC stating its intention
         to terminate any Plan or to have a trustee appointed to administer any
         Plan.

                 (g)      Actuarial Reports.  Within 20 Business Days after
         receipt thereof by any Loan Party or any ERISA Affiliate, a copy of
         the annual actuarial valuation report for each Plan the funded current
         liability percentage (as defined in Section 302(d)(8) of ERISA) of
         which is less than 90% or the unfunded current liability of which
         exceeds $2,000,000.

                 (h)      Plan Annual Reports.  Within 30 days after the filing
         thereof with the Internal Revenue Service, copies of each Schedule B
         (Actuarial Information) to the annual report (Form 5500 Series) with
         respect to each Plan.

                 (i)      Multiemployer Plan Notices.  Promptly and in any
         event within 10 Business Days after receipt thereof by any Loan Party
         or any ERISA Affiliate from the sponsor of a Multiemployer Plan,
         copies of each notice concerning (i) the imposition of Withdrawal
         Liability by any such Multiemployer Plan, (ii) the reorganization or
         termination, within the meaning of Title IV of ERISA, of any such
         Multiemployer Plan or (iii) the amount of liability incurred, or that
         may be incurred, by such Loan Party or any ERISA Affiliate in
         connection with any event described in clause (i) or (ii).

                 (j)      Litigation.  Promptly after the commencement thereof,
         notice of all actions, suits, investigations, litigation and
         proceedings before any court or governmental department, commission,
         board, bureau, agency or instrumentality, domestic or foreign,
         affecting any Loan Party or any of its Subsidiaries of the type
         required to be disclosed in Section 4.01(k).

                 (k)      Securities Reports.  Promptly after the sending or
         filing thereof, copies of all proxy statements, financial statements
         and reports that Parent or any Loan Party or any of its Subsidiaries
         sends to all of its stockholders, and copies of all regular,






<PAGE>   118
                                      112

         periodic and special reports, and all registration statements, that
         Parent or any Loan Party or any of its Subsidiaries files with the
         Securities and Exchange Commission or any governmental authority that
         may be substituted therefor, or with any national securities exchange.

                 (l)      Creditor Reports.  Promptly after the furnishing
         thereof, copies of any statement or report furnished to any other
         holder of the securities of any Loan Party or of any of its
         Subsidiaries pursuant to the terms of any indenture, loan or credit or
         similar agreement and not otherwise required to be furnished to the
         Lender Parties pursuant to any other clause of this Section 5.03.

                 (m)      Agreement Notices.  Promptly upon receipt thereof,
         copies of all notices of any default or breach and all other material
         requests and other documents received by any Loan Party or any of its
         Subsidiaries under or pursuant to any Related Document or indenture,
         loan or credit or similar agreement and, from time to time upon
         request by the Administrative Agent, such information and reports
         regarding the Related Documents as the Administrative Agent may
         reasonably request.

                 (n)      Revenue Agent Reports.  Within 10 days after receipt,
         copies of all Revenue Agent Reports (Internal Revenue Service Form
         886), or other written proposals of the Internal Revenue Service, that
         propose, determine or otherwise set forth positive adjustments to the
         Federal income tax liability of the affiliated group (within the
         meaning of Section 1504(a)(1) of the Internal Revenue Code) of which
         the Borrower is a member aggregating $2,000,000 or more.

                 (o)      Tax Certificates.  Promptly, and in any event within
         five Business Days after the due date (with extensions) for filing the
         final Federal income tax return in respect of each taxable year, a
         certificate (a "Tax Certificate"), signed by the President of the
         Borrower or a Designated Financial Officer, stating that the common
         parent of the affiliated group (within the meaning of Section
         1504(a)(1) of the Internal Revenue Code) of which the Borrower is a
         member has paid to the Internal Revenue Service or other taxing
         authority, or to the Borrower, the full amount that such affiliated
         group is required to pay in respect of Federal income tax for such
         year and that the Borrower and its Subsidiaries have received any
         amounts payable to them, and have not paid amounts in respect of taxes
         (Federal, state, local or foreign) in excess of the amount they are
         required to pay, under the Tax Agreements in respect of such taxable
         year.

                 (p)      Notification of Tax Adjustments.  Promptly, and in
         any event within five Business Days after receipt of notice thereof,
         notice of any adjustment that has been proposed formally or informally
         by any tax authority relating to any tax return






<PAGE>   119
                                      113

         (Federal, state, local and foreign) filed by any Loan Party or any of
         its Subsidiaries and Affiliates in excess of $1,000,000.

                 (q)      Environmental Conditions.  Notice of any
         Environmental Action against, or of any noncompliance with any
         Environmental Law or Environmental Permit by, any Loan Party or any of
         its Subsidiaries that could (i) reasonably be expected to have a
         Material Adverse Effect or (ii) reasonably be expected to cause any
         property described in the Mortgages to be subject to any restrictions
         on ownership, occupancy, use or transferability under any
         Environmental Law that could reasonably be expected to have,
         individually or in the aggregate, a Material Adverse Effect, such
         notice to be furnished promptly after such Environmental Action or
         noncompliance meets the criteria set forth in either subsection (i) or
         subsection (ii) of this Section 5.03(q).

                 (r)      Real Property.  As soon as available and in any event
         within 60 days after the end of each Fiscal Year, a report
         supplementing Schedules 4.01(kk) and 4.01(ll) hereto, including an
         identification of all real and leased property disposed of by the
         Borrower or any of its Subsidiaries during such Fiscal Year, a list
         and description (including the street address, county or other
         relevant jurisdiction, state, record owner, book value thereof, and in
         the case of leases of property, lessor, lessee, expiration date and
         annual rental cost thereof) of all real property acquired or leased
         during such Fiscal Year and a description of such other changes in the
         information included in such Schedules as may be necessary for such
         Schedules to be accurate and complete, provided that so long as no
         Default shall have occurred and be continuing, updated asset
         appraisals shall not be required pursuant to this subsection (r).

                 (s)      Insurance.  As soon as available and in any event
         within 60 days after the end of each Fiscal Year, a report summarizing
         the insurance coverage (specifying type, amount and carrier) in effect
         for each Loan Party and its Subsidiaries and containing such
         additional information as any Lender Party (through the Administrative
         Agent) may reasonably specify.

                 (t)      Guarantees of Overdraft Facilities of Foreign
         Subsidiaries.  On the first Business Day of each week, during such
         times as the aggregate Unused Working Capital Commitments shall be
         less than $15,000,000, a report specifying the amount of Debt of the
         Borrower outstanding under Section 5.02(b)(i)(C) as of the last
         Business Day of the prior week.

                 (u)      Other Information.  Such other information respecting
         the business, condition (financial or otherwise), operations,
         performance, properties or prospects of






<PAGE>   120
                                      114

         any Loan Party or any of its Subsidiaries as any Lender Party (through
         the Administrative Agent) may from time to time reasonably request.

                 SECTION 5.04.  Financial Covenants.  So long as any Advance
shall remain unpaid, any Letter of Credit shall be outstanding or any Lender
Party shall have any Commitment hereunder, the Borrower will:

                 (a)      Minimum EBITDA.  Maintain at all times (calculated at
         the end of each fiscal quarter of the Borrower) Modified Consolidated
         EBITDA of not less than the sum of (i) the amount set forth below for
         each Rolling Period set forth below and (ii) the EBITDA Adjustment
         Amount for such Rolling Period:

<TABLE>
<CAPTION>
                 ROLLING PERIOD ENDING                            AMOUNT
                 ---------------------                            ------

                 <S>                                        <C>
                 September 30, 1996                         $140,000,000
                 December 31, 1996                          $145,000,000
                 March 31, 1997                             $150,000,000
                 June 30, 1997                              $150,000,000
                 September 30, 1997                         $150,000,000
                 December 31, 1997                          $150,000,000
                 March 31, 1998                             $150,000,000
                 June 30, 1998                              $150,000,000
                 September 30, 1998                         $155,000,000
                 December 31, 1998                          $155,000,000
                 March 31, 1999                             $155,000,000
                 June 30, 1999                              $155,000,000
                 September 30, 1999                         $165,000,000
                 December 31, 1999                          $165,000,000
                 March 31, 2000                             $165,000,000
                 June 30, 2000                              $165,000,000
                 September 30, 2000                         $175,000,000
                 December 31, 2000                          $175,000,000
                 March 31, 2001                             $175,000,000
                 June 30, 2001                              $175,000,000
                 September 30, 2001                         $185,000,000
                 December 31, 2001                          $185,000,000
                 March 31, 2002                             $185,000,000
                 June 30, 2002                              $185,000,000
                 September 30, 2002                         $195,000,000
                 December 31, 2002                          $195,000,000
                 March 31, 2003                             $195,000,000
</TABLE>






<PAGE>   121
                                      115

<TABLE>
<CAPTION>
                 ROLLING PERIOD ENDING                            AMOUNT
                 ---------------------                            ------

                 <S>                                        <C>
                 June 30, 2003                              $195,000,000
                 September 30, 2003                         $200,000,000
                 December 31, 2003                          $200,000,000
                 March 31, 2004 and thereafter              $200,000,000
</TABLE>

                 (b)      Cash Interest Coverage Ratio.  Maintain at all times
         (calculated at the end of each fiscal quarter of the Borrower) a ratio
         of Modified Consolidated EBITDA to cash interest payable on all Debt
         of the Borrower and its Subsidiaries on a Consolidated basis, in each
         case for such Rolling Period of not less than the amount set forth
         below for each Rolling Period set forth below:

<TABLE>
<CAPTION>
                 ROLLING PERIOD ENDING                         RATIO
                 ---------------------                         -----

                 <S>                                            <C>
                 September 30, 1996                             2.00
                 December 31, 1996                              2.00
                 March 31, 1997                                 2.00
                 June 30, 1997                                  2.00
                 September 30, 1997                             2.25
                 December 31, 1997                              2.25
                 March 31, 1998                                 2.25
                 June 30, 1998                                  2.25
                 September 30, 1998                             2.50
                 December 31, 1998                              2.50
                 March 31, 1999                                 2.50
                 June 30, 1999                                  2.50
                 September 30, 1999                             2.75
                 December 31, 1999                              2.75
                 March 31, 2000                                 2.75
                 June 30, 2000                                  2.75
                 September 30, 2000                             3.00
                 December 31, 2000                              3.00
                 March 31, 2001                                 3.00
                 June 30, 2001                                  3.00
                 September 30, 2001                             2.00
                 December 31, 2001                              2.00
                 March 31, 2002                                 2.00
                 June 30, 2002                                  2.00
                 September 30, 2002                             2.25
                 December 31, 2002                              2.25
</TABLE>






<PAGE>   122
                                      116

<TABLE>
<CAPTION>
                 ROLLING PERIOD ENDING                          RATIO
                 ---------------------                          -----

                 <S>                                             <C>
                 March 31, 2003                                  2.25
                 June 30, 2003                                   2.25
                 September 30, 2003                              2.25
                 December 31, 2003                               2.25
                 March 31, 2004                                  2.25
                 June 30, 2004                                   2.25
                 September 30, 2004 and thereafter               2.50
</TABLE>

                 (c)      Fixed Charge Coverage Ratio.  Maintain at all times
         (calculated at the end of each fiscal quarter of the Borrower) a ratio
         of (A) Modified Consolidated EBITDA during such Rolling Period less
         the sum of (I) cash taxes paid plus (II) Capital Expenditures made, in
         each case, by the Borrower and its Subsidiaries during such Rolling
         Period to (B) the sum of (i) cash interest payable on all Debt plus
         (ii) principal amounts of all Debt payable (other than the principal
         amount of Debt to the extent it has been refinanced), in each case, by
         the Borrower and its Subsidiaries during such Rolling Period of not
         less than the amount set forth below for each Rolling Period set forth
         below:

<TABLE>
<CAPTION>
                 ROLLING PERIOD ENDING                         RATIO
                 ---------------------                         -----

                 <S>                                            <C>
                 September 30, 1996                             1.05
                 December 31, 1996                              1.05
                 March 31, 1997                                 1.05
                 June 30, 1997                                  1.05
                 September 30, 1997                             1.10
                 December 31, 1997                              1.10
                 March 31, 1998                                 1.10
                 June 30, 1998                                  1.10
                 September 30, 1998                             1.15
                 December 31, 1998                              1.15
                 March 31, 1999                                 1.15
                 June 30, 1999                                  1.15
                 September 30, 1999                             1.20
                 December 31, 1999                              1.20
                 March 31, 2000                                 1.20
</TABLE>






<PAGE>   123
                                      117

<TABLE>
<CAPTION>
                 ROLLING PERIOD ENDING                         RATIO
                 ---------------------                         -----

                 <S>                                            <C>
                 June 30, 2000                                  1.20
                 September 30, 2000                             1.20
                 December 31, 2000                              1.20
                 March 31, 2001                                 1.20
                 June 30, 2001                                  1.20
                 September 30, 2001                             1.05
                 December 31, 2001                              1.05
                 March 31, 2002                                 1.05
                 June 30, 2002                                  1.05
                 September 30, 2002                             1.10
                 December 31, 2002                              1.10
                 March 31, 2003                                 1.10
                 June 30, 2003                                  1.10
                 September 30, 2003                             1.10
                 December 31, 2003                              1.10
                 March 31, 2004 and thereafter                  1.10
</TABLE>

                 (d)      Senior Debt to EBITDA Ratio.  Maintain at all times
         (calculated at the end of each fiscal quarter of the Borrower) a ratio
         of Consolidated Debt (other than Subordinated Debt and Hedge
         Agreements) of the Borrower and its Subsidiaries to Modified
         Consolidated EBITDA of not more than the amount set forth below for
         each Rolling Period set forth below:

<TABLE>
<CAPTION>
                 ROLLING PERIOD ENDING                         RATIO
                 ---------------------                         -----

                 <S>                                            <C>
                 September 30, 1996                             3.50
                 December 31, 1996                              3.50
                 March 31, 1997                                 3.50
                 June 30, 1997                                  3.50
                 September 30, 1997                             3.25
                 December 31, 1997                              3.25
                 March 31, 1998                                 3.25
                 June 30, 1998                                  3.25
                 September 30, 1998                             2.75
                 December 31, 1998                              2.75
                 March 31, 1999                                 2.75
                 June 30, 1999                                  2.75
                 September 30, 1999                             2.25
                 December 31, 1999                              2.25
                 March 31, 2000                                 2.25
                 June 30, 2000                                  2.25
                 September 30, 2000                             1.50
                 December 31, 2000                              1.50
</TABLE>






<PAGE>   124
                                      118

<TABLE>
<CAPTION>
                 ROLLING PERIOD ENDING                         RATIO
                 ---------------------                         -----

                 <S>                                            <C>
                 March 31, 2001                                 1.50
                 June 30, 2001                                  1.50
                 September 30, 2001                             1.50
                 December 31, 2001                              1.50
                 March 31, 2002                                 1.50
                 June 30, 2002                                  1.50
                 September 30, 2002                             1.50
                 December 31, 2002                              1.50
                 March 31, 2003                                 1.50
                 June 30, 2003                                  1.50
                 September 30, 2003                             1.50
                 December 31, 2003                              1.50
                 March 31, 2004 and thereafter                  1.50
</TABLE>

                 (e)      Total Debt/EBITDA Ratio.  Maintain at all times
         (calculated at the end of each fiscal quarter of the Borrower) a ratio
         of Consolidated total Debt (other than Hedge Agreements) of the
         Borrower and its Subsidiaries to Modified Consolidated EBITDA of not
         more than the amount set forth below for each Rolling Period set forth
         below:

<TABLE>
<CAPTION>
                 ROLLING PERIOD ENDING                         RATIO
                 ---------------------                         -----

                 <S>                                            <C>
                 September 30, 1996                             6.95
                 December 31, 1996                              6.95
                 March 31, 1997                                 6.75
                 June 30, 1997                                  6.75
                 September 30, 1997                             6.60
                 December 31, 1997                              6.60
                 March 31, 1998                                 6.60
                 June 30, 1998                                  6.60
                 September 30, 1998                             6.50
                 December 31, 1998                              6.50
                 March 31, 1999                                 6.50
                 June 30, 1999                                  6.50
                 September 30, 1999                             6.25
                 December 31, 1999                              6.25
                 March 31, 2000                                 6.25
                 June 30, 2000                                  6.25
                 September 30, 2000                             5.50
</TABLE>






<PAGE>   125
                                      119

<TABLE>
<CAPTION>
                 ROLLING PERIOD ENDING                         RATIO
                 ---------------------                         -----

                 <S>                                            <C>
                 December 31, 2000                              5.50
                 March 31, 2001                                 5.50
                 June 30, 2001                                  5.50
                 September 30, 2001                             4.75
                 December 31, 2001                              4.75
                 March 31, 2002                                 4.75
                 June 30, 2002                                  4.75
                 September 30, 2002                             4.25
                 December 31, 2002                              4.25
                 March 31, 2003                                 4.25
                 June 30, 2003                                  4.25
                 September 30, 2003                             4.00
                 December 31, 2003                              4.00
                 March 31, 2004 and thereafter                  4.00
</TABLE>


                                   ARTICLE VI

                               EVENTS OF DEFAULT

                 SECTION 6.01.  Events of Default.  If any of the following
events ("Events of Default") shall occur and be continuing:

                 (a)      (i) the Borrower shall fail to pay any principal of
         any Advance when the same shall become due and payable or (ii) the
         Borrower shall fail to pay any interest on any Advance, or any Loan
         Party shall fail to make any other payment under any Loan Document, in
         each case under this clause (ii) within three days after the same
         becomes due and payable; or

                 (b)      any representation or warranty made by any Loan Party
         (or any of its officers) under or in connection with any Loan Document
         shall prove to have been incorrect in any material respect when made;
         or

                 (c)      the Borrower shall fail to perform or observe any
         term, covenant or agreement contained in Section 2.14, 5.01(e), (f),
         (m), (n)(i) or (n)(ii), (p), (q) or (r), 5.02, 5.03(a) or 5.04; or

                 (d)      any Loan Party shall fail to perform any other term,
         covenant or agreement contained in any Loan Document on its part to be
         performed or observed if such failure shall remain unremedied for 15
         days after the earlier of the date on which






<PAGE>   126
                                      120

         (A) a Responsible Officer becomes aware of such failure or (B) written
         notice thereof shall have been given to the Borrower by the
         Administrative Agent or any Lender Party; or

                 (e)      any Loan Party or any of its Material Subsidiaries
         shall fail to pay any principal of, premium or interest on or any
         other amount payable in respect of any Debt that is outstanding in a
         principal amount of at least $25,000,000 either individually or in the
         aggregate (but excluding Debt outstanding hereunder) of such Loan
         Party or such Material Subsidiary (as the case may be), when the same
         becomes due and payable (whether by scheduled maturity, required
         prepayment, acceleration, demand or otherwise), and such failure shall
         continue after the applicable grace period, if any, specified in the
         agreement or instrument relating to such Debt; or any other event
         shall occur or condition shall exist under any agreement or instrument
         relating to any such Debt and shall continue after the applicable
         grace period, if any, specified in such agreement or instrument, if
         the effect of such event or condition is to accelerate, or to permit
         the acceleration of, the maturity of such Debt or otherwise to cause,
         or to permit the holder thereof to cause, such Debt to mature; or any
         such Debt shall be declared to be due and payable or required to be
         prepaid or redeemed (other than by a regularly scheduled required
         prepayment or redemption), purchased or defeased, or an offer to
         prepay, redeem, purchase or defease such Debt shall be required to be
         made, in each case prior to the stated maturity thereof; or

                 (f)      any Loan Party or any of its Material Subsidiaries
         shall generally not pay its debts as such debts become due, or shall
         admit in writing its inability to pay its debts generally, or shall
         make a general assignment for the benefit of creditors; or any
         proceeding shall be instituted by or against any Loan Party or any of
         its Material Subsidiaries seeking to adjudicate it a bankrupt or
         insolvent, or seeking liquidation, winding up, reorganization,
         arrangement, adjustment, protection, relief, or composition of it or
         its debts under any law relating to bankruptcy, insolvency or
         reorganization or relief of debtors, or seeking the entry of an order
         for relief or the appointment of a receiver, trustee, or other similar
         official for it or for any substantial part of its property and, in
         the case of any such proceeding instituted against it (but not
         instituted by it) that is being diligently contested by it in good
         faith, either such proceeding shall remain undismissed or unstayed for
         a period of 30 days or any of the actions sought in such proceeding
         (including, without limitation, the entry of an order for relief
         against, or the appointment of a receiver, trustee, custodian or other
         similar official for, it or any substantial part of its property)
         shall occur; or any Loan Party or any of its Material Subsidiaries
         shall take any corporate action to authorize any of the actions set
         forth above in this subsection (f); or






<PAGE>   127
                                      121


                 (g)      any judgment or order for the payment of money in
         excess of $25,000,000 shall be rendered against any Loan Party or any
         of its Material Subsidiaries and either (i) enforcement proceedings
         shall have been commenced by any creditor upon such judgment or order
         or (ii) there shall be any period of 15 consecutive days during which
         a stay of enforcement of such judgment or order, by reason of a
         pending appeal or otherwise, shall not be in effect; provided,
         however, that any such judgment or order shall not be an Event of
         Default under this Section 6.01(g) if and to the extent that the
         amount of such judgment or order is covered by a valid and binding
         policy of insurance between the defendant and the insurer covering
         payment thereof so long as such insurer, which shall be rated at least
         "A" by A.M. Best Company, has been notified of, and has not disputed
         the claim made for payment of, the amount of such judgment or order;
         or

                 (h)      any non-monetary judgment or order shall be rendered
         against any Loan Party or any of its Material Subsidiaries that could
         be reasonably likely to have a Material Adverse Effect, and there
         shall be any period of 15 consecutive days during which a stay of
         enforcement of such judgment or order, by reason of a pending appeal
         or otherwise, shall not be in effect; or

                 (i)      any provision of any Loan Document after delivery
         thereof pursuant to Section 3.01, 3.04 or 5.01(n) shall for any reason
         cease to be valid and binding on or enforceable against any Loan Party
         party to it, or any such Loan Party shall so state in writing; or

                 (j)      any provision relating to the subordination of any
         Subordinated Debt to the Obligations of the Loan Parties under the
         Loan Documents contained in any Subordinated Debt Document shall for
         any reason cease to be valid and binding on or enforceable against any
         Loan Party party to it or any holder of Subordinated Debt issued
         pursuant to such Subordinated Debt Document, or any such Loan Party or
         holder shall so state in writing; or

                 (k)      any Collateral Document (excluding Mortgages covering
         Collateral which, in the aggregate, is immaterial) after delivery
         thereof pursuant to Section 3.01, 3.04 or 5.01(n) shall for any reason
         (other than pursuant to the terms thereof or as a result of action
         taken or failure to take action by any Agent or Lender Party) cease to
         create a valid and perfected first priority lien on and security
         interest in the Collateral purported to be covered thereby; or

                 (l)      Parent ceases to own and control legally and
         beneficially all of the outstanding shares of the capital stock of
         Holdings; or






<PAGE>   128
                                      122


                 (m)      Holdings ceases to own and control legally and
         beneficially all of the outstanding shares of the capital stock of the
         Borrower; or

                 (n)      a Change of Control shall occur; or

                 (o)      any ERISA Event shall have occurred with respect to a
         Plan and the sum (determined as of the date of occurrence of such
         ERISA Event) of the Insufficiency of such Plan and the Insufficiency
         of any and all other Plans with respect to which an ERISA Event shall
         have occurred and then exist (or the liability of the Loan Parties and
         the ERISA Affiliates related to such ERISA Event) exceeds $25,000,000;
         or

                 (p)      any Loan Party or any ERISA Affiliate shall have been
         notified by the sponsor of a Multiemployer Plan that it has incurred
         Withdrawal Liability to such Multiemployer Plan in an amount that,
         when aggregated with all other amounts required to be paid to
         Multiemployer Plans by the Loan Parties and the ERISA Affiliates as
         Withdrawal Liability (determined as of the date of such notification),
         exceeds $25,000,000 or requires payments exceeding $7,500,000 per
         annum; or

                 (q)      any Loan Party or any ERISA Affiliate shall have been
         notified by the sponsor of a Multiemployer Plan that such
         Multiemployer Plan is in reorganization or is being terminated, within
         the meaning of Title IV of ERISA, and as a result of such
         reorganization or termination the aggregate annual contributions of
         the Loan Parties and the ERISA Affiliates to all Multiemployer Plans
         that are then in reorganization or being terminated have been or will
         be increased over the amounts contributed to such Multiemployer Plans
         for the plan years of such Multiemployer Plans immediately preceding
         the plan year in which such reorganization or termination occurs by an
         amount exceeding $7,500,000;

then, and in any such event, the Administrative Agent (i) shall at the request,
or may with the consent, of the Required Lenders, by notice to the Borrower,
declare the Commitments of the Lender Parties and the obligation of each
Appropriate Lender to make Advances (other than Letter of Credit Advances by an
Issuing Bank or a Working Capital Lender pursuant to Section 2.03(c)) and of
each Issuing Bank to issue Letters of Credit to be terminated, whereupon the
same shall forthwith terminate, and (ii) shall at the request, or may with the
consent, of the Required Lenders, by notice to the Borrower, declare the Notes,
all interest thereon and all other amounts payable under this Agreement and the
other Loan Documents to be forthwith due and payable, whereupon the Notes, all
such interest and all such amounts shall become and be forthwith due and
payable, without presentment, demand, protest or further notice of any kind,
all of which are hereby expressly waived by the Borrower;






<PAGE>   129
                                      123

provided, however, that in the event of an actual or deemed entry of an order
for relief with respect to any Loan Party or any of its Subsidiaries under the
Federal Bankruptcy Code, (x) the obligation of each Lender to make Advances
(other than Letter of Credit Advances by an Issuing Bank or a Working Capital
Lender pursuant to Section 2.03(c)) and of each Issuing Bank to issue Letters
of Credit shall automatically be terminated and (y) the Notes, all such
interest and all such amounts shall automatically become and be due and
payable, without presentment, demand, protest or any notice of any kind, all of
which are hereby expressly waived by the Borrower.

                 SECTION 6.02.  Actions in Respect of the Letters of Credit
upon Default.  If any Event of Default shall have occurred and be continuing,
the Administrative Agent may, or shall at the request of the Required Lenders,
irrespective of whether it is taking any of the actions described in Section
6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such
demand the Borrower will, pay to the Administrative Agent on behalf of the
Lender Parties in same day funds at the Administrative Agent's office
designated in such demand, for deposit in the L/C Cash Collateral Account, an
amount equal to the aggregate Available Amount of all Letters of Credit then
outstanding.  If at any time the Administrative Agent determines that any funds
held in the L/C Cash Collateral Account are subject to any right or claim of
any Person other than the Administrative Agent and the Lender Parties or that
the total amount of such funds is less than the aggregate Available Amount of
all Letters of Credit, the Borrower will, forthwith upon demand by the
Administrative Agent, pay to the Administrative Agent, as additional funds to
be deposited and held in the L/C Cash Collateral Account, an amount equal to
the excess of (a) such aggregate Available Amount over (b) the total amount of
funds, if any, then held in the L/C Cash Collateral Account that the
Administrative Agent determines to be free and clear of any such right and
claim.


                                  ARTICLE VII

                                   THE AGENTS

                 SECTION 7.01.  Authorization and Action.  Each Lender Party
(in its capacities as a Lender, an Issuing Bank (if applicable) and a potential
Hedge Bank) hereby appoints and authorizes each Agent to take such action as
agent on its behalf and to exercise such powers and discretion under this
Agreement and the other Loan Documents as are delegated to such Agent by the
terms hereof and thereof, together with such powers and discretion as are
reasonably incidental thereto.  As to any matters expressly provided for in the
Loan Documents as being subject to the discretion of any Agent, such matters
shall be subject to the sole discretion of such Agent, its directors, officers,
agents and employees.  As to any matters not expressly provided for by the Loan
Documents (including, without






<PAGE>   130
                                      124

limitation, enforcement or collection of the Notes), no Agent shall be required
to exercise any discretion or take any action, but shall be required to act or
to refrain from acting (and shall be fully protected in so acting or refraining
from acting) upon the instructions of the Required Lenders, and such
instructions shall be binding upon all Lender Parties and all holders of Notes;
provided, however, that no Agent shall be required to take any action that
exposes such Agent to personal liability or that is contrary to this Agreement
or applicable law.  Each Agent agrees to give to each Lender Party and each
other Agent prompt notice of each notice given to it by the Borrower pursuant
to the terms of this Agreement.

                 SECTION 7.02.  Agents' Reliance, Etc.  Neither the Agents nor
any of their respective directors, officers, agents or employees shall be
liable for any action taken or omitted to be taken by it or them under or in
connection with the Loan Documents, except for its or their own gross
negligence or willful misconduct.  Without limitation of the generality of the
foregoing, each Agent:  (a) may treat the payee of any Note as the holder
thereof until, in the case of the Administrative Agent, the Administrative
Agent receives and accepts an Assignment and Acceptance entered into by the
Lender that is the payee of such Note, as assignor, and an Eligible Assignee,
as assignee, or, in the case of any other Agent, such Agent has received notice
from the Administrative Agent that it has received and accepted such Assignment
and Acceptance, in each case as provided in Section 8.07; (b) may consult with
legal counsel (including counsel for any Loan Party), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken in good faith by it in accordance with the
advice of such counsel, accountants or experts; (c) makes no warranty or
representation to any Lender Party and shall not be responsible to any Lender
Party for any statements, warranties or representations (whether written or
oral) made in or in connection with the Loan Documents; (d) shall not have any
duty to ascertain or to inquire as to the performance or observance of any of
the terms, covenants or conditions of any Loan Document on the part of any Loan
Party or to inspect the property (including the books and records) of any Loan
Party; (e) shall not be responsible to any Lender Party for the due execution,
legality, validity, enforceability, genuineness, sufficiency or value of, or
the perfection or priority of any lien or security interest created or
purported to be created under or in connection with, any Loan Document or any
other instrument or document furnished pursuant thereto; and (f) shall incur no
liability under or in respect of any Loan Document by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telegram,
telecopy or telex) believed by it to be genuine and signed or sent by the
proper party or parties.

                 SECTION 7.03.  Citibank, Citicorp, Goldman and Affiliates.
With respect to its Commitments, the Advances made by it and the Notes issued
to it, each of Citibank, Citicorp and Goldman shall have the same rights and
powers under the Loan Documents as any other Lender Party and may exercise the
same as though it were not an Agent; and the






<PAGE>   131
                                      125

term "Lender Party" or "Lender Parties" shall, unless otherwise expressly
indicated, include each of Citibank, Citicorp and Goldman in its individual
capacity.  Each of Citibank, Citicorp and Goldman and its affiliates may accept
deposits from, lend money to, act as trustee under indentures of, accept
investment banking engagements from and generally engage in any kind of
business with, any Loan Party, any of its Subsidiaries and any Person who may
do business with or own securities of any Loan Party or any such Subsidiary,
all as if Citibank, Citicorp or Goldman, as the case may be, were not an Agent
and without any duty to account therefor to the Lender Parties.

                 SECTION 7.04.  Lender Party Credit Decision.  Each Lender
Party acknowledges that it has, independently and without reliance upon the
Agents or any other Lender Party and based on the financial statements referred
to in Section 4.01 and such other documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement.  Each Lender Party also acknowledges that it will, independently and
without reliance upon the Agents or any other Lender Party and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement.

                 SECTION 7.05.  Indemnification.  (a)  Each Lender Party
severally agrees to indemnify each Agent (to the extent not promptly reimbursed
by the Borrower) from and against such Lender Party's ratable share (determined
as provided below) of any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever that may be imposed on, incurred by, or asserted
against such Agent in any way relating to or arising out of the Loan Documents
or any action taken or omitted by such Agent under the Loan Documents;
provided, however, that no Lender Party shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from such Agent's gross
negligence or willful misconduct.  Without limitation of the foregoing, each
Lender Party agrees to reimburse such Agent promptly upon demand for its
ratable share of any costs and expenses (including, without limitation,
reasonable fees and expenses of counsel) payable by the Borrower under Section
8.04, to the extent that such Agent is not promptly reimbursed for such costs
and expenses by the Borrower.  For purposes of this Section 7.05(a), the Lender
Parties' respective ratable shares of any amount shall be determined, at any
time, according to the sum of (a) the aggregate principal amount of the
Advances outstanding at such time and owing to the respective Lender Parties,
(b) their respective Pro Rata Shares of the aggregate Available Amount of all
Letters of Credit outstanding at such time, (c) the aggregate unused portions
of their respective Term Loan Commitments, AXELs Series A Commitments, AXELs
Series B Commitments and Acquisition Commitments at such time and (d) their
respective Unused Working Capital Commitments at such time; provided that the
aggregate principal amount of Letter of Credit






<PAGE>   132
                                      126

Advances owing to any Issuing Bank shall be considered to be owed to the
Working Capital Lenders ratably in accordance with their respective Working
Capital Commitments.  In the event that any Defaulted Advance shall be owing by
any Defaulting Lender at any time, such Lender Party's Commitment with respect
to the Facility under which such Defaulted Advance was required to have been
made shall be considered to be unused for purposes of this Section 7.05(a) to
the extent of the amount of such Defaulted Advance.  The failure of any Lender
Party to reimburse an Agent promptly upon demand for its ratable share of any
amount required to be paid by the Lender Party to such Agent as provided herein
shall not relieve any other Lender Party of its obligation hereunder to
reimburse such Agent for its ratable share of such amount, but no Lender Party
shall be responsible for the failure of any other Lender Party to reimburse
such Agent for such other Lender Party's ratable share of such amount.  Without
prejudice to the survival of any other agreement of any Lender Party hereunder,
the agreement and obligations of each Lender Party contained in this Section
7.05(a) shall survive the payment in full of principal, interest and all other
amounts payable hereunder and under the other Loan Documents.

                 (b)      Each Working Capital Lender severally agrees to
indemnify each Issuing Bank (to the extent not promptly reimbursed by the
Borrower) from and against such Working Capital Lender's ratable share
(determined as provided below) of any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever that may be imposed on, incurred by, or
asserted against such Issuing Bank in any way relating to or arising out of the
Loan Documents or any action taken or omitted by such Issuing Bank under the
Loan Documents; provided, however, that no Working Capital Lender shall be
liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from such Issuing Bank's gross negligence or willful misconduct.
Without limitation of the foregoing, each Working Capital Lender agrees to
reimburse such Issuing Bank promptly upon demand for its ratable share of any
costs and expenses (including, without limitation, reasonable fees and expenses
of counsel) payable by the Borrower under Section 8.04, to the extent that such
Issuing Bank is not promptly reimbursed for such costs and expenses by the
Borrower.  For purposes of this Section 7.05(b), the Working Capital Lenders'
respective ratable shares of any amount shall be determined, at any time,
according to the sum of (a) the aggregate principal amount of the Advances
outstanding at such time and owing to the respective Working Capital Lenders,
(b) their respective Pro Rata Shares of the aggregate Available Amount of all
Letters of Credit outstanding at such time, and (c) their respective Unused
Working Capital Commitments at such time; provided that the aggregate principal
amount of Letter of Credit Advances owing to any Issuing Bank shall be
considered to be owed to the Working Capital Lenders ratably in accordance with
their respective Working Capital Commitments.  In the event that any Defaulted
Advance shall be owing by any Defaulting Lender at any time, such






<PAGE>   133
                                      127

Lender Party's Commitment with respect to the Facility under which such
Defaulted Advance was required to have been made shall be considered to be
unused for purposes of this Section 7.05(b) to the extent of the amount of such
Defaulted Advance.  The failure of any Working Capital Lender to reimburse such
Issuing Bank promptly upon demand for its ratable share of any amount required
to be paid by the Working Capital Lenders to such Issuing Bank as provided
herein shall not relieve any other Working Capital Lender of its obligation
hereunder to reimburse such Issuing Bank for its ratable share of such amount,
but no Working Capital Lender shall be responsible for the failure of any other
Working Capital Lender to reimburse such Issuing Bank for such other Working
Capital Lender's ratable share of such amount.  Without prejudice to the
survival of any other agreement of any Working Capital Lender hereunder, the
agreement and obligations of each Working Capital Lender contained in this
Section 7.05(b) shall survive the payment in full of principal, interest and
all other amounts payable hereunder and under the other Loan Documents.

                 SECTION 7.06.  Successor Agents.  Any Agent may resign as to
any or all of the Facilities at any time by giving written notice thereof to
the Lender Parties and the Borrower and may be removed as to all of the
Facilities at any time with or without cause by the Required Lenders.  Upon any
such resignation or removal, the Required Lenders shall have the right to
appoint a successor Agent as to such of the Facilities as to which such Agent
has resigned or been removed subject, so long as no Default shall have occurred
and be continuing, to the consent of the Borrower, such consent not to be
unreasonably withheld or delayed.  If no successor Agent shall have been so
appointed by the Required Lenders, and shall have accepted such appointment,
within 30 days after such retiring Agent's giving of notice of resignation or
the Required Lenders' removal of such retiring Agent, then such retiring Agent
may, on behalf of the Lender Parties, appoint a successor Agent subject, so
long as no Default shall have occurred and be continuing, to the consent of the
Borrower, such consent not to be unreasonably withheld or delayed, which shall
be a commercial bank organized or licensed under the laws of the United States
or of any State thereof and having a combined capital and surplus of at least
$250,000,000.  Upon the acceptance of any appointment as an Agent hereunder by
a successor Agent as to all of the Facilities and upon the execution and filing
or recording of such financing statements, or amendments thereto, and such
amendments or supplements to the Mortgages, and such other instruments or
notices, as may be necessary or desirable, or as the Required Lenders may
request, in order to continue the perfection of the Liens granted or purported
to be granted by the Collateral Documents, such successor Agent shall succeed
to and become vested with all the rights, powers, discretion, privileges and
duties of the retiring Agent, and the retiring Agent shall be discharged from
its duties and obligations under the Loan Documents. Upon the acceptance of any
appointment as Agent hereunder by a successor Agent as to less than all of the
Facilities and upon the execution and filing or recording of such financing
statements, or amendments thereto, and such amendments or supplements to the
Mortgages, and such other






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instruments or notices, as may be necessary or desirable, or as the Required
Lenders may request, in order to continue the perfection of the Liens granted
or purported to be granted by the Collateral Documents, such successor Agent
shall succeed to and become vested with all the rights, powers, discretion,
privileges and duties of the retiring Agent as to such Facilities, other than
with respect to funds transfers and other similar aspects of the administration
of Borrowings under such Facilities, issuances of Letters of Credit
(notwithstanding any resignation as Agent with respect to the Letter of Credit
Facility) and payments by the Borrower in respect of such Facilities, and the
retiring Agent shall be discharged from its duties and obligations under this
Agreement as to such Facilities, other than as aforesaid.  After any retiring
Agent's resignation or removal hereunder as Agent as to all of the Facilities,
the provisions of this Article VII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent as to any Facilities
under this Agreement.


                                  ARTICLE VIII

                                 MISCELLANEOUS

                 SECTION 8.01.  Amendments, Etc.  No amendment or waiver of any
provision of this Agreement or the Notes or any other Loan Document, nor
consent to any departure by the Borrower therefrom, shall in any event be
effective unless the same shall be in writing and signed (or, in the case of
the Collateral Documents, consented to) by the Required Lenders, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that (a) no amendment,
waiver or consent shall, unless in writing and signed by all of the Lender
Parties (other than any Lender Party that is, at such time, a Defaulting
Lender), do any of the following at any time:  (i) waive any of the conditions
specified in Section 3.01 or, in the case of the Initial Extension of Credit,
Section 3.02, (ii) change the number of Lenders or the percentage of (x) the
Commitments, (y) the aggregate unpaid principal amount of the Advances or (z)
the aggregate Available Amount of outstanding Letters of Credit that, in each
case, shall be required for the Lenders or any of them to take any action
hereunder, (iii) reduce or limit the obligations of any Guarantor under Section
1 of any Guaranty or release such Guarantor or otherwise limit such Guarantor's
liability with respect to the Obligations owing to the Administrative Agent and
the Lender Parties other than, in the case of any Subsidiary Guarantor, to the
extent permitted under the Subsidiary Guaranty, (iv) release any material
portion of the Collateral in any transaction or series of related transactions
(except to the extent permitted by Section 5.02(e)) or permit the creation,
incurrence, assumption or existence of any Lien (other than Liens permitted
under Section 5.02(a)) on any material portion of the Collateral in any
transaction or series of






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                                      129

related transactions to secure any Obligations other than Obligations owing to
the Secured Parties under the Loan Documents and other than Debt owing to any
other Person, provided that, in the case of any Lien on any material portion of
the Collateral to secure Debt owing to any other Person (other than Liens
permitted under Section 5.02(a)), (A) the Borrower shall, on the date such Debt
shall be incurred or issued, prepay the Advances pursuant to, and in the order
of priority set forth in, Section 2.06(b)(ii) in an aggregate principal amount
equal to the amount of the Net Cash Proceeds thereof to the extent required to
do so under Section 2.06(b)(ii), (B) such Lien shall be subordinated to the
Liens created under the Loan Documents on terms acceptable to the Required
Lenders and (C) the Required Lenders shall otherwise permit the creation,
incurrence, assumption or existence of such Lien and, to the extent not
otherwise permitted under Section 5.02(b), of such Debt, (v) amend this Section
8.01, or (vi) limit the liability of any Loan Party under any of the Loan
Documents, (b) no amendment, waiver or consent shall, unless in writing and
signed by the Required Lenders and each Lender that has a Commitment under the
Term Loan Facility, AXELs Series A Facility, AXELs Series B Facility,
Acquisition Facility or Working Capital Facility if affected by such amendment,
waiver or consent, (i) increase the Commitments of such Lender or subject such
Lender to any additional obligations, (ii) reduce the principal of, or interest
on, the Notes held by such Lender or any fees or other amounts payable
hereunder to such Lender, (iii) postpone any date fixed for any payment of
principal of, or interest on, the Notes held by such Lender or any fees or
other amounts payable hereunder to such Lender or (iv) change the allocation or
the order of application of any prepayment set forth in Section 2.06 in any
manner that materially affects such Lender and (c) no amendment, waiver or
consent shall, unless in writing and signed by the Required Lenders, each
Acquisition Lender and each New AXELs Series B Lender, waive any of the
conditions specified in Section 3.04 or, in the case of the making of New AXELs
Series B Advances, Section 3.02; provided further that no amendment, waiver or
consent shall, unless in writing and signed by each Issuing Bank in addition to
the Lenders required above to take such action, affect the rights or
obligations of the Issuing Banks under this Agreement; and provided further
that no amendment, waiver or consent shall, unless in writing and signed by an
Agent in addition to the Lenders required above to take such action, affect the
rights or duties of such Agent under this Agreement.

                 SECTION 8.02.  Notices, Etc.  All notices and other
communications provided for hereunder shall be in writing (including
telegraphic, telecopy or telex communication) and mailed, telegraphed,
telecopied, telexed or delivered, if to the Borrower, at its address at AMF
Group Inc., 8100 AMF Drive, Mechanicsville, Virginia  23111, Attention:
Stephen E. Hare, with a copy to Goldman, Sachs & Co., 85 Broad Street, New
York, New York  10004, Attention:  David Greenwald, Esq.; if to any Initial
Lender or any Initial Issuing Bank, at its Domestic Lending Office specified
opposite its name on Schedule I hereto; if to any other Lender Party, at its
Domestic Lending Office specified in the






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                                      130

Assignment and Acceptance pursuant to which it became a Lender Party; if to the
Collateral Agent, at its address at 399 Park Avenue, New York, New York  10043,
Attention:  Charles Foster; and if to the Administrative Agent, at its address
at 399 Park Avenue, 6th Floor, New York, New York 10043, Attention:  Charles
Foster; or, as to the Borrower or the Administrative Agent, at such other
address as shall be designated by such party in a written notice to the other
parties and, as to each other party, at such other address as shall be
designated by such party in a written notice to the Borrower and the
Administrative Agent.  All such notices and communications shall (a) when
mailed, be effective three Business Days after the same is deposited in the
mails, (b) when mailed for next day delivery by a reputable freight company or
reputable overnight courier service, be effective one Business Day thereafter,
and (c) when sent by telegraph, telecopier or telex, be effective when the same
is confirmed by telephone, telecopier confirmation or return telecopy or telex
answerback, respectively, except that notices and communications to the
Administrative Agent pursuant to Article II, III or VII shall not be effective
until received by the Administrative Agent.  Delivery by telecopier of an
executed counterpart of any amendment or waiver of any provision of this
Agreement or the Notes or of any Exhibit hereto to be executed and delivered
hereunder shall be effective as delivery of a manually executed counterpart
thereof.

                 SECTION 8.03.  No Waiver; Remedies.  No failure on the part of
any Lender Party or any Agent to exercise, and no delay in exercising, any
right hereunder or under any Note shall operate as a waiver thereof; nor shall
any single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right.  The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

                 SECTION 8.04.  Costs and Expenses.  (a)  The Borrower agrees
to pay on demand (i) all costs and expenses of the Arrangers and the Agents in
connection with the preparation, execution, delivery, administration,
modification and amendment of the Loan Documents (including, without
limitation, (A) all due diligence, collateral review, syndication,
transportation, computer, duplication, appraisal, audit, insurance, consultant,
search, filing and recording fees and expenses and (B) the reasonable fees and
expenses of counsel (including, without limitation, local or foreign counsel)
for the Arrangers and the Agents with respect thereto, with respect to advising
each of the Administrative Agent and the Collateral Agent as to its rights and
responsibilities, or the perfection, protection or preservation of rights or
interests, under the Loan Documents, with respect to negotiations with any Loan
Party or with other creditors of any Loan Party or any of its Subsidiaries
arising out of any Default or any events or circumstances that may give rise to
a Default and with respect to presenting claims in or otherwise participating
in or monitoring any bankruptcy, insolvency or other similar proceeding
involving creditors' rights generally and any proceeding ancillary thereto) and
(ii) all costs and expenses of the Agents and the Lender Parties in connection
with the enforcement of the Loan Documents, whether in any action,






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                                      131

suit or litigation, any bankruptcy, insolvency or other similar proceeding
affecting creditors' rights generally (including, without limitation, the
reasonable fees and expenses of counsel (including, without limitation, local
or foreign counsel) for each Agent and each Lender Party with respect thereto).

                 (b)      The Borrower agrees to indemnify and hold harmless
each Agent, each Arranger, each Lender Party and each of their Affiliates and
their officers, trustees, directors, employees, agents and advisors (each, an
"Indemnified Party") from and against any and all claims, damages, losses,
liabilities and expenses (including, without limitation, reasonable fees and
expenses of counsel) that may be incurred by or asserted or awarded against any
Indemnified Party, in each case arising out of or in connection with or by
reason of, or in connection with the preparation for a defense of, any
investigation, litigation or proceeding arising out of, related to or in
connection with (i) the Facilities, the actual or proposed use of the proceeds
of the Advances or the Letters of Credit, the Loan Documents or any of the
transactions contemplated thereby, including, without limitation, any
acquisition or proposed acquisition (including, without limitation, the
Acquisition and any of the other transactions contemplated hereby) by the
Equity Investors or any of their Subsidiaries or Affiliates of all or any
portion of the stock or substantially all the assets of the Company or any of
its Subsidiaries or (ii) the actual or alleged presence of Hazardous Materials
on any property of any Loan Party or any of its Subsidiaries or any
Environmental Action relating in any way to any Loan Party or any of its
Subsidiaries, in each case whether or not such investigation, litigation or
proceeding is brought by any Loan Party, its directors, shareholders or
creditors or an Indemnified Party or any Indemnified Party is otherwise a party
thereto and whether or not the transactions contemplated hereby are consummated
(but excluding any such claims, damages, losses, liabilities and expenses (A)
of any Indemnified Party to the extent such claim, damage, loss, liability or
expense is found in a final, non-appealable judgment by a court of competent
jurisdiction to have resulted from such Indemnified Party's gross negligence or
willful misconduct or (B) arising from disputes among two or more Lender
Parties (but not including any such dispute that involves a Lender Party to the
extent that such Lender Party is acting in any different capacity (such as an
Agent or Arranger) or to the extent it involves syndication activities).  The
Borrower also agrees not to assert any claim against any Agent, any Lender
Party or any of their Affiliates, or any of their respective officers,
directors, trustees, employees, attorneys and agents, on any theory of
liability, for special, indirect, consequential or punitive damages arising out
of or otherwise relating to the Facilities, the actual or proposed use of the
proceeds of the Advances or the Letters of Credit, the Loan Documents or any of
the transactions contemplated thereby.

                 (c)      If any payment of principal of, or Conversion of, any
Eurodollar Rate Advance is made by the Borrower to or for the account of a
Lender Party other than on the






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last day of the Interest Period for such Advance, as a result of a payment or
Conversion pursuant to Section 2.01(c), 2.06, 2.09(b)(i) or 2.10(d),
acceleration of the maturity of the Notes pursuant to Section 6.01 or for any
other reason, or by an Eligible Assignee to a Lender Party other than on the
last day of the Interest Period for such Advance upon an assignment of rights
and obligations under this Agreement pursuant to Section 8.07 as a result of a
demand by the Borrower pursuant to Section 8.07(a), the Borrower shall, upon
demand by such Lender Party (with a copy of such demand to the Administrative
Agent), pay to the Administrative Agent for the account of such Lender Party
any amounts required to compensate such Lender Party for any additional losses,
costs or expenses that it may reasonably incur as a result of such payment,
including, without limitation, any loss (including loss of anticipated
profits), cost or expense incurred by reason of the liquidation or reemployment
of deposits or other funds acquired by any Lender Party to fund or maintain
such Advance.

                 (d)      If any Loan Party fails to pay when due any costs,
expenses or other amounts payable by it under any Loan Document, including,
without limitation, fees and expenses of counsel and indemnities, such amount
may be paid on behalf of such Loan Party by the Administrative Agent or any
Lender Party, in its sole discretion.

                 (e)      Without prejudice to the survival of any other
agreement of any Loan Party hereunder or under any other Loan Document, the
agreements and obligations of the Borrower contained in Sections 2.10 and 2.12
and this Section 8.04 shall survive the payment in full of principal, interest
and all other amounts payable hereunder and under any of the other Loan
Documents.

                 SECTION 8.05.  Right of Set-off.  Upon (a) the occurrence and
during the continuance of any Event of Default and (b) the making of the
request or the granting of the consent specified by Section 6.01 to authorize
the Administrative Agent to declare the Notes due and payable pursuant to the
provisions of Section 6.01, each Lender Party and each of its respective
Affiliates is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and otherwise apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by such Lender Party or such
Affiliate to or for the credit or the account of the Borrower against any and
all of the Obligations of the Borrower now or hereafter existing under this
Agreement and the Note or Notes (if any) held by such Lender Party,
irrespective of whether such Lender Party shall have made any demand under this
Agreement or such Note or Notes and although such obligations may be unmatured.
Each Lender Party agrees promptly to notify the Borrower after any such set-off
and application; provided, however, that the failure to give such notice shall
not affect the validity of such set-off and application.  The rights of each
Lender Party and its respective Affiliates under this Section are in






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                                      133

addition to other rights and remedies (including, without limitation, other
rights of set-off) that such Lender Party and its respective Affiliates may
have.

                 SECTION 8.06.  Binding Effect.  This Agreement shall become
effective when Amendment No. 3 shall have been executed by the Borrower and the
Agents and when the Administrative Agent shall have been notified by the
Required Lenders, each Acquisition Lender and each New AXELs Series B Lender
that such  Lender Parties have executed Amendment No. 3 and thereafter shall be
binding upon and inure to the benefit of the Borrower, each Agent and each
Lender Party and their respective successors and assigns, except that the
Borrower shall not have the right to assign its rights hereunder or any
interest herein without the prior written consent of the Lender Parties.

                 SECTION 8.07.  Assignments and Participations.  (a)  Each
Lender may (and, so long as no Default shall have occurred and be continuing,
if demanded by the Borrower (following a demand by such Lender pursuant to
Section 2.10 or 2.12 or if such Lender shall be a Defaulting Lender) upon at
least 5 Business Days' notice to such Lender and the Administrative Agent,
will) assign to one or more Eligible Assignees all or a portion of its rights
and obligations under this Agreement and the other Loan Documents (including,
without limitation, all or a portion of its Commitment or Commitments, the
Advances owing to it and the Note or Notes held by it); provided, however, that
(i) each such assignment shall be of a uniform, and not a varying, percentage
of all rights and obligations under and in respect of one or more Facilities,
(ii) except in the case of an assignment to a Person that, immediately prior to
such assignment, was a Lender or an assignment of all of a Lender's rights and
obligations under this Agreement, the amount of the Commitment or Commitments
of the assigning Lender being assigned pursuant to each such assignment
(determined as of the date of the Assignment and Acceptance with respect to
such assignment) shall in no event be less than $5,000,000, (iii) each such
assignment shall be to an Eligible Assignee, (iv) each such assignment made as
a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be
arranged by the Borrower after consultation with the Administrative Agent and
shall be either an assignment of all of the rights and obligations of the
assigning Lender under this Agreement and the other Loan Documents or an
assignment of a portion of such rights and obligations made concurrently with
another such assignment or other such assignments that together cover all of
the rights and obligations of the assigning Lender under this Agreement and the
other Loan Documents, (v) no Lender shall be obligated to make any such
assignment as a result of a demand by the Borrower pursuant to this Section
8.07(a) unless and until such Lender shall have received one or more payments
from either the Borrower or one or more Eligible Assignees in an aggregate
amount at least equal to the aggregate outstanding principal amount of the
Advances owing to such Lender, together with accrued interest thereon to the
date of payment of such principal amount and all other amounts payable to such
Lender under this Agreement, and (vi) the parties to each such






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                                      134

assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance,
together with any Note or Notes subject to such assignment and a processing and
recordation fee of $1,500 for each Assignment and Acceptance between a Lender
and one of its Affiliates or another Lender or $3,000 for each other Assignment
and Acceptance, provided, however, that for each such assignment made as a
result of a demand by the Borrower pursuant to this Section 8.07(a), the
Borrower shall pay to the Administrative Agent the applicable processing and
recordation fee.

                 (b)      Upon such execution, delivery, acceptance and
recording, from and after the effective date specified in such Assignment and
Acceptance, (x) the assignee thereunder shall be a party hereto and, to the
extent that rights and obligations hereunder have been assigned to it pursuant
to such Assignment and Acceptance, have the rights and obligations of a Lender
or Issuing Bank, as the case may be, hereunder and (y) the Lender or Issuing
Bank assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Acceptance,
relinquish its rights (other than its rights under Sections 2.10, 2.12 and 8.04
to the extent any claim thereunder relates to an event arising prior to such
assignment) and be released from its obligations under this Agreement (and, in
the case of an Assignment and Acceptance covering all or the remaining portion
of an assigning Lender's or Issuing Bank's rights and obligations under this
Agreement, such Lender or Issuing Bank shall cease to be a party hereto).

                 (c)      By executing and delivering an Assignment and
Acceptance, the Lender Party assignor thereunder and the assignee thereunder
confirm to and agree with each other and the other parties hereto as follows:
(i) other than as provided in such Assignment and Acceptance, such assigning
Lender Party makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties or representations made in or in
connection with this Agreement or any other Loan Document or any other
instrument or document furnished pursuant hereto or thereto or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of, or
the perfection or priority of any lien or security interest created or
purported to be created under or in connection with, this Agreement or any
other Loan Document or any other instrument or document furnished pursuant
hereto or thereto; (ii) such assigning Lender Party makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of the Borrower or any other Loan Party or the performance or observance by any
Loan Party of any of its obligations under any Loan Document or any other
instrument or document furnished pursuant thereto; (iii) such assignee confirms
that it has received a copy of this Agreement, together with copies of the
financial statements referred to in Section 4.01 and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (iv) such assignee will,






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                                      135

independently and without reliance upon any Agent, such assigning Lender Party
or any other Lender Party and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under this Agreement; (v) such assignee confirms
that it is an Eligible Assignee; (vi) such assignee appoints and authorizes
each Agent to take such action as agent on its behalf and to exercise such
powers and discretion under the Loan Documents as are delegated to such Agent
by the terms hereof, together with such powers and discretion as are reasonably
incidental thereto; and (vii) such assignee agrees that it will perform in
accordance with their terms all of the obligations which by the terms of this
Agreement are required to be performed by it as a Lender or Issuing Bank, as
the case may be.

                 (d)      The Administrative Agent, acting for this purpose
(but only for this purpose) as the agent of the Borrower, shall maintain at its
address referred to in Section 8.02 a copy of each Assignment and Acceptance
delivered to and accepted by it and a register for the recordation of the names
and addresses of the Lender Parties and the Commitment under each Facility of,
and principal amount of the Advances owing under each Facility to, each Lender
Party from time to time (the "Register").  The entries in the Register shall be
conclusive and binding for all purposes, absent manifest error, and the
Borrower, the Agents and the Lender Parties shall treat each Person whose name
is recorded in the Register as a Lender Party hereunder for all purposes of
this Agreement.  The Register shall be available for inspection by the Borrower
or any Lender Party at any reasonable time and from time to time upon
reasonable prior notice.

                 (e)      Upon its receipt of an Assignment and Acceptance
executed by an assigning Lender Party and an assignee, together with any Note
or Notes subject to such assignment, the Administrative Agent shall, if such
Assignment and Acceptance has been completed and is in substantially the form
of Exhibit C hereto, (i) accept such Assignment and Acceptance, (ii) record the
information contained therein in the Register and (iii) give prompt notice
thereof to the Borrower and the other Agents.  In the case of any assignment by
a Lender, within five Business Days after its receipt of such notice, the
Borrower, at its own expense, shall execute and deliver to the Administrative
Agent in exchange for the surrendered Note or Notes a new Note to the order of
such Eligible Assignee in an amount equal to the Commitment assumed by it under
a Facility pursuant to such Assignment and Acceptance and, if the assigning
Lender has retained a Commitment hereunder under such Facility, a new Note to
the order of the assigning Lender in an amount equal to the Commitment retained
by it hereunder.  Such new Note or Notes shall be in an aggregate principal
amount equal to the aggregate principal amount of such surrendered Note or
Notes, shall be dated the effective date of such Assignment and Acceptance and
shall otherwise be in substantially the form of Exhibit A-1, A-2, A-3, A-4 or
A-5 hereto, as the case may be.






<PAGE>   142
                                      136


                  (f)     Each Issuing Bank may assign to one or more Eligible
Assignees all or a portion of its rights and obligations under the undrawn
portion of its Letter of Credit Commitment at any time; provided, however, that
(i) except in the case of an assignment to a Person that immediately prior to
such assignment was an Issuing Bank or an assignment of all of an Issuing
Bank's rights and obligations under this Agreement, the amount of the Letter of
Credit Commitment of the assigning Issuing Bank being assigned pursuant to each
such assignment (determined as of the date of the Assignment and Acceptance
with respect to such assignment) shall in no event be less than $5,000,000 and
shall be in an integral multiple of $1,000,000 in excess thereof, (ii) each
such assignment shall be to an Eligible Assignee and (iii) the parties to each
such assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance,
together with a processing and recordation fee of $3,000.

                 (g)      Each Lender Party may sell participations to one or
more Persons (other than any Loan Party or any of its Affiliates) in or to all
or a portion of its rights and obligations under this Agreement (including,
without limitation, all or a portion of its Commitments, the Advances owing to
it and the Note or Notes (if any) held by it); provided, however, that (i) such
Lender Party's obligations under this Agreement (including, without limitation,
its Commitments) shall remain unchanged, (ii) such Lender Party shall remain
solely responsible to the other parties hereto for the performance of such
obligations, (iii) such Lender Party shall remain the holder of any such Note
for all purposes of this Agreement, (iv) the Borrower, the Administrative Agent
and the other Lender Parties shall continue to deal solely and directly with
such Lender Party in connection with such Lender Party's rights and obligations
under this Agreement and (v) no participant under any such participation shall
have any right to approve any amendment or waiver of any provision of any Loan
Document, or any consent to any departure by any Loan Party therefrom, except
to the extent that such amendment, waiver or consent would reduce the principal
of, or interest on, the Notes or any fees or other amounts payable hereunder,
in each case to the extent subject to such participation, postpone any date
fixed for any payment of principal of, or interest on, the Notes or any fees or
other amounts payable hereunder, in each case to the extent subject to such
participation, release any Guarantor or Guarantors to the extent that such
release would have the effect of releasing all or substantially all of the
Collateral, or release all or substantially all of the Collateral.

                 (h)      Any Lender Party may, in connection with any
assignment or participation or proposed assignment or participation pursuant to
this Section 8.07, disclose to the assignee or participant or proposed assignee
or participant, any information relating to the Borrower furnished to such
Lender Party by or on behalf of the Borrower; provided, however, that, prior to
any such disclosure, the assignee or participant or proposed assignee






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                                      137

or participant shall agree to preserve the confidentiality of any Confidential
Information received by it from such Lender Party.

                 (i)      Notwithstanding any other provision set forth in this
Agreement, any Lender Party may at any time create a security interest in all
or any portion of its rights under this Agreement (including, without
limitation, the Advances owing to it and the Note or Notes held by it) in favor
of any Federal Reserve Bank in accordance with Regulation A of the Board of
Governors of the Federal Reserve System.

                 SECTION 8.08.  Execution in Counterparts.  This Agreement may
be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.  Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

                 SECTION 8.09.  No Liability of the Issuing Banks.  The
Borrower assumes all risks of the acts or omissions of any beneficiary or
transferee of any Letter of Credit with respect to its use of such Letter of
Credit.  Neither any Issuing Bank nor any other Lender Party nor any of their
respective officers or directors shall be liable or responsible for:  (a) the
use that may be made of any Letter of Credit or any acts or omissions of any
beneficiary or transferee in connection therewith; (b) the validity,
sufficiency or genuineness of documents, or of any endorsement thereon, even if
such documents should prove to be in any or all respects invalid, insufficient,
fraudulent or forged; (c) payment by such Issuing Bank against presentation of
documents that do not comply with the terms of a Letter of Credit, including
failure of any documents to bear any reference or adequate reference to the
Letter of Credit; or (d) any other circumstances whatsoever in making or
failing to make payment under any Letter of Credit, except that the Borrower
shall have a claim against such Issuing Bank, and such Issuing Bank shall be
liable to the Borrower, to the extent of any direct, but not consequential,
damages suffered by the Borrower that the Borrower proves were caused by (i)
such Issuing Bank's willful misconduct or gross negligence in determining
whether documents presented under any Letter of Credit comply with the terms of
such Letter of Credit or (ii) such Issuing Bank's willful failure to make
lawful payment under a Letter of Credit after the presentation to it of a draft
and certificates strictly complying with the terms and conditions of the Letter
of Credit.  In furtherance and not in limitation of the foregoing, such Issuing
Bank may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary.






<PAGE>   144
                                      138


                 SECTION 8.10.  Confidentiality.  Neither any Agent nor any
Lender Party shall disclose any Confidential Information to any Person without
the consent of the Borrower, other than (a) to such Agent's or such Lender
Party's Affiliates and their officers, directors, partners, employees, agents
and advisors and to actual or prospective Eligible Assignees and participants,
and then only on a confidential basis, (b) as required by any law, rule or
regulation or judicial process, provided that, other than with respect to
Confidential Information otherwise permitted to be disclosed pursuant to clause
(d) below, such Agent or Lender Party shall, unless prohibited by applicable
law or regulation or court order, give notice to the Borrower of any such
requirement to disclose such Confidential Information, and, if practicable,
such notice shall be given prior to such disclosure, provided, however, that
the failure to give such notice shall not prohibit such disclosure, (c) to any
rating agency when required by it, provided that, prior to any such disclosure,
such rating agency shall undertake to preserve the confidentiality of any
Confidential Information relating to the Borrower received by it from such
Lender Party and (d) as requested or required by any state, federal or foreign
authority or examiner or the National Association of Insurance Commissioners or
any state or federal authority regulating such Lender Party.

                 SECTION 8.11.  Jurisdiction, Etc.  (a)  Each of the parties
hereto hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or any of the other Loan Documents to which it is a
party, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in any
such New York State court or, to the extent permitted by law, in such federal
court.  Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that any party may otherwise
have to bring any action or proceeding relating to this Agreement or any of the
other Loan Documents in the courts of any jurisdiction.

                 (b)      Each of the parties hereto irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection that it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement or
any of the other Loan Documents to which it is a party in any New York State or
federal court.  Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.






<PAGE>   145
                                      139


                 SECTION 8.12.  Release of Collateral.  Upon the sale, lease,
transfer or other disposition of any item of Collateral of any Loan Party
(including, without limitation, as a result of the sale, in accordance with the
terms of the Loan Documents, of the Loan Party that owns such Collateral) in
accordance with the terms of the Loan Documents, the Collateral Agent will, at
the Borrower's expense, execute and deliver to such Loan Party such documents
as such Loan Party may reasonably request to evidence the release of such item
of Collateral from the assignment and security interest granted under the
Collateral Documents in accordance with the terms of the Loan Documents.






<PAGE>   146
                                      140


                 SECTION 8.13.  Governing Law; Waiver of Jury Trial.  This
Agreement and the Notes shall be governed by, and construed in accordance with,
the laws of the State of New York.  Each of the Borrower, the Agents and the
Lender Parties irrevocably waives all right to trial by jury in any action,
proceeding or counterclaim (whether based on contract, tort or otherwise)
arising out of or relating to any of the Loan Documents, the Advances or the
actions of any Agent or any Lender Party in the negotiation, administration,
performance or enforcement thereof.

                 IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly
authorized, as of the date first above written.




                                        AMF GROUP INC.


                                        By 
                                           -------------------------------------
                                             Title:


                                        GOLDMAN, SACHS & CO.,
                                           as Syndication Agent


                                        By                                      
                                           -------------------------------------
                                             Title:


                                        CITIBANK, N.A.,
                                           as Administrative Agent


                                        By                                      
                                           -------------------------------------
                                             Title:


                                        CITICORP USA, INC.,
                                           as Collateral Agent


                                        By                                      
                                           -------------------------------------
                                             Title:




<PAGE>   147
                                      141

                                    LENDERS




                                        GOLDMAN SACHS CREDIT
                                           PARTNERS  L.P.


                                        By 
                                          --------------------------------------
                                            Title:


                                        CITICORP USA, INC.


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        ABN AMRO BANK N.V., NEW YORK
                                           BRANCH


                                        By
                                          --------------------------------------
                                            Title:


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        AERIES FINANCE LTD.


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        AMSOUTH BANK OF ALABAMA


                                        By                                      
                                          --------------------------------------
                                            Title:







<PAGE>   148
                                      142



                                        BANK OF AMERICA ILLINOIS


                                        By                              
                                          --------------------------------------
                                            Title:


                                        BANK OF HAWAII


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        BANK OF IRELAND GRAND CAYMAN


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        THE BANK OF NOVA SCOTIA


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        BANK OF SCOTLAND


                                        By                                      
                                          --------------------------------------
                                            Title:







<PAGE>   149
                                      143



                                        BANQUE FRANCAISE DU
                                            COMMERCE EXTERIEUR


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        CAISSE NATIONALE DE CREDIT
                                            AGRICOLE


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        CHL HIGH YIELD LOAN PORTFOLIO
                                            (a unit of Chase Manhattan Bank)


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        CIBC INC.


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        CITY NATIONAL  BANK


                                        By                                      
                                          --------------------------------------
                                            Title:





<PAGE>   150
                                      144



                                        COMERICA BANK


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        COMPAGNIE FINANCIERE DE CIC ET
                                            DE L'UNION EUROPEENNE


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        CORESTATES BANK N.A.


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        CREDITANSTALT BANKVEREIN


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        CRESTAR BANK


                                        By                                      
                                          --------------------------------------
                                            Title:







<PAGE>   151
                                      145


                                        DRESDNER BANK AG, NEW YORK
                                            AND GRAND CAYMAN
                                            BRANCHES


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        FIRST NATIONAL BANK OF BOSTON


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        FIRST SOURCE FINANCIAL LLP


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        GENERAL ELECTRIC CAPITAL
                                            CORPORATION


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        HELLER FINANCIAL, INC.


                                        By                                      
                                          --------------------------------------
                                            Title:




<PAGE>   152
                                      146


                                        THE INDUSTRIAL BANK OF JAPAN,
                                            LIMITED


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        ING CAPITAL ADVISORS, INC., as
                                            Agent for Bank Syndication Account


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        KEYBANK NATIONAL ASSOCIATION


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        KEYPORT LIFE INSURANCE
                                            COMPANY

                                        By:     Chancellor LGT Senior Secured 
                                                Management, Inc. as Portfolio
                                                Advisor


                                        By                                      
                                          --------------------------------------
                                            Title:







<PAGE>   153
                                      147

                                        MEDICAL LIABILITY MUTUAL
                                            INSURANCE CO.

                                        By:     Chancellor LGT Senior Secured 
                                                Management, Inc. as Investment
                                                Manager


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        MELLON BANK, N.A.


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        MERITA BANK LTD, NEW YORK
                                            BRANCH


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        MERRILL LYNCH PRIME RATE
                                            PORTFOLIO

                                        By:     Merrill Lynch Asset Management, 
                                                L.P., as Investment Advisor


                                        By                                      
                                          --------------------------------------
                                            Title:







<PAGE>   154
                                      148


                                        MERRILL LYNCH SENIOR FLOATING
                                            RATE FUND, INC.


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        MARINE MIDLAND BANK


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        THE MITSUBISHI TRUST AND
                                            BANKING CORPORATION


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        NATIONAL CITY BANK


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        PILGRIM AMERICA PRIME RATE
                                            TRUST


                                        By                                      
                                          --------------------------------------
                                            Title:







<PAGE>   155
                                      149


                                         PNC BANK, NATIONAL
                                             ASSOCIATION


                                         By                                     
                                           -------------------------------------
                                             Title:


                                         PPM AMERICA, INC.,
                                             as attorney in fact, on behalf of
                                             JACKSON NATIONAL LIFE
                                             INSURANCE COMPANY


                                         By                                     
                                           -------------------------------------
                                             Title:


                                         PROTECTIVE LIFE INSURANCE
                                             COMPANY


                                         By                                     
                                           -------------------------------------
                                             Title:


                                         RESTRUCTURED OBLIGATIONS
                                             BACKED BY SENIOR ASSETS B.V.

                                         By:     Chancellor LGT Senior Secured 
                                                 Management, Inc. as Portfolio
                                                 Advisor

                                         By                                     
                                           -------------------------------------
                                             Title:


                                         THE SAKURA BANK, LIMITED, NEW
                                             YORK BRANCH


                                         By                                     
                                           -------------------------------------
                                             Title:



<PAGE>   156
                                      150


                                        SENIOR DEBT PORTFOLIO
                                             By Boston Management and Research
                                             as Investment Advisor


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        SENIOR HIGH INCOME PORTFOLIO,
                                                INC.


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        SIGNET BANK


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        SOCIETE GENERALE


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        THE SUMITOMO BANK, LIMITED,
                                                NEW YORK BRANCH


                                        By                                      
                                          --------------------------------------
                                            Title:




<PAGE>   157
                                      151

                                        THE TRAVELERS INSURANCE
                                                COMPANY


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        UNITED STATES NATIONAL BANK
                                                OF OREGON


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        VAN KAMPEN AMERICAN CAPITAL
                                                PRIME RATE INCOME TRUST


                                        By                                      
                                          --------------------------------------
                                            Title:


                                        THE YASUDA TRUST AND BANKING
                                                CO., LIMITED


                                        By                                      
                                          --------------------------------------
                                            Title: