<PAGE>

                                  EXHIBIT 2.1

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

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


             DEBTORS' SECOND AMENDED JOINT PLAN OF REORGANIZATION
                    UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
                    ---------------------------------------







WILLKIE FARR & GALLAGHER
Co-Attorneys for the Debtors,
as Debtors and Debtors in Possession
787 Seventh Avenue
New York, New York 10019-6099
(212) 728-8000

MCGUIREWOODS LLP
Co-Attorneys for the Debtors,
as Debtors and Debtors in Possession
One James Center
901 East Cary Street
Richmond, Virginia 23219
(804) 775-1000

Dated: November 7, 2001
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                         Page
                                                                                                         ----
<S>                                                                                                      <C>
SECTION 1.   DEFINITIONS AND INTERPRETATION.................................................................1

SECTION 2.   ADMINISTRATIVE EXPENSE CLAIMS, FEE CLAIMS, PRIORITY TAX CLAIMS AND DIP LENDER CLAIMS..........11

     2.1.    Administrative Expense Claims.................................................................11
     2.2.    Bar Date for Administrative Expense Claims....................................................12
     2.3.    Fee Claims....................................................................................12
     2.4.    Priority Tax Claims...........................................................................12
     2.5.    DIP Lender Claims.............................................................................13

SECTION 3.   CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS.................................................13

     3.1.    Subclasses for Class 1........................................................................14

SECTION 4.   TREATMENT OF CLAIMS AND EQUITY INTERESTS......................................................14

     4.1.    Other Secured Claims (Class 1)................................................................14
     4.2.    Senior Lender Claims (Class 2)................................................................15
     4.3.    Priority Non-Tax Claims (Class 3).............................................................15
     4.4.    Unsecured Claims (Class 4)....................................................................15
     4.5.    Tort Claims (Class 5).........................................................................15
     4.6.    Senior Subordinated Note Claims (Class 6).....................................................15
     4.7.    Interdebtor Claims (Class 7)..................................................................16
     4.8.    AMF Affiliate Claims (Class 8)................................................................16
     4.9.    Equity Interests (Class 9)....................................................................16
     4.10.   Existing Securities Law Claims (Class 10).....................................................16
     4.11.   510(c) Claims (Class 11)......................................................................16

SECTION 5.   MEANS FOR IMPLEMENTATION......................................................................16

     5.1.    Deemed Consolidation of Debtors for Plan Purposes Only........................................16
     5.2.    Combination Transactions......................................................................17
     5.3.    Exit Facility.................................................................................17
     5.4.    Waiver of Subordination.......................................................................17
     5.5.    Management Incentive Plan.....................................................................18
     5.6.    Cancellation of Existing Securities and Agreements............................................18
     5.7.    Release of Liens..............................................................................18
     5.8.    Board of Directors............................................................................18
     5.9.    Corporate Action..............................................................................19
     5.10.   Dissolution of Certain Debtors................................................................19
     5.11.   Authorization of Plan Securities..............................................................19
     5.12.   Registration Rights Agreement.................................................................20

SECTION 6.   DISTRIBUTIONS.................................................................................20

     6.1.    Distribution Record Date......................................................................20
</TABLE>

                                      (i)
<PAGE>

<TABLE>
<CAPTION>
                                                                                                        Page
                                                                                                        ----
<S>                                                                                                     <C>
     6.2.   Date of Distributions.........................................................................20
     6.3.   Satisfaction of Claims........................................................................20
     6.4.   Distributions to Classes 2, 4, and 6..........................................................20
     6.5.   Distribution to Class 5.......................................................................21
     6.6.   De Minimis Distributions to Classes 4, 5 and 6................................................21
     6.7.   Disbursing Agent..............................................................................21
     6.8.   Rights and Powers of Disbursing Agent.........................................................21
     6.9.   Surrender of Instruments......................................................................22
     6.10.  Delivery of Distributions to Classes 1, 2, 3, 4, 5, and 6.....................................22
     6.11.  Manner of Payment Under Plan of Reorganization................................................22
     6.12.  Fractional Shares and Fractional Warrants.....................................................22
     6.13.  Exemption from Securities Laws................................................................23
     6.14.  Setoffs.......................................................................................23
     6.15.  Compromise of Controversies...................................................................23

SECTION 7.  PROCEDURES FOR DISPUTED CLAIMS................................................................23

     7.1.   Objections to Claims..........................................................................23
     7.2.   Payments and Distributions with Respect to Disputed Claims....................................24
     7.3.   Preservation of Insurance.....................................................................24
     7.4.   Distributions After Allowance.................................................................24
     7.5.   Estimations of Claims.........................................................................24
     7.6.   No Recourse...................................................................................25

SECTION 8.  EXECUTORY CONTRACTS AND UNEXPIRED LEASES......................................................25

     8.1.   General Treatment.............................................................................25
     8.2.   Cure of Defaults..............................................................................26
     8.3.   Rejection Claims..............................................................................26
     8.4.   Employment Agreement for the Chief Executive Officer of Reorganized AMF.......................26
     8.5.   Survival of the Debtors' Corporate Indemnities................................................26

SECTION 9.  CONDITIONS PRECEDENT TO CONFIRMATION..........................................................26

     9.1.   Condition Precedent...........................................................................26
     9.2.   Waiver of Condition Precedent.................................................................26

SECTION 10. CONDITIONS PRECEDENT TO THE EFFECTIVE DATE....................................................27

     10.1.  Conditions Precedent..........................................................................27
     10.2.  Waiver of Conditions Precedent................................................................27

SECTION 11. EFFECT OF CONFIRMATION........................................................................27

     11.1.  Vesting of Assets.............................................................................27
     11.2.  Discharge of Claims and Termination of Equity Interests.......................................28
     11.3.  Discharge of Debtors..........................................................................28
     11.4.  Term of Injunctions or Stays..................................................................28
     11.5.  Injunction Against Interference With Plan.....................................................28
     11.6.  Exculpation...................................................................................28
</TABLE>

                                     (ii)
<PAGE>

<TABLE>
<CAPTION>
                                                                                                         Page
                                                                                                         ----
<S>                                                                                                      <C>
     11.7.   Release of Claims.............................................................................29
     11.8.   Injunction....................................................................................29
     11.9.   Retention of Causes of Action/Reservation of Rights...........................................29

SECTION 12.  RETENTION OF JURISDICTION.....................................................................30


SECTION 13.  MISCELLANEOUS PROVISIONS......................................................................31

     13.1.   Exemption from Certain Transfer Taxes.........................................................31
     13.2.   Retiree Benefits..............................................................................31
     13.3.   Critical Vendor and Other Payments............................................................31
     13.4.   Dissolution of Creditors' Committee...........................................................32
     13.5.   Substantial Consummation......................................................................32
     13.6.   Amendments....................................................................................32
     13.7.   Revocation or Withdrawal of the Plan..........................................................32
     13.8.   Cramdown......................................................................................32
     13.9.   Confirmation Order............................................................................33
     13.10.  Severability..................................................................................33
     13.11.  Governing Law.................................................................................33
     13.12.  Time..........................................................................................33
     13.13.  Notices.......................................................................................33
</TABLE>

                                     (iii)
<PAGE>

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

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


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

     AMF Bowling Worldwide, Inc., AMF Group Holdings Inc., AMF Bowling Holdings
Inc., AMF Bowling Products, Inc., AMF Bowling Centers Holdings Inc., AMF
Worldwide Bowling Centers Holdings Inc., AMF Bowling Centers, Inc., AMF Beverage
Company of Oregon, Inc., AMF Beverage Company of W. Va., Inc., Bush River
Corporation, King Louie Lenexa, Inc., 300, Inc., American Recreation Centers,
Inc., Michael Jordan Golf Company, Inc., MJG - O'Hare, Inc., AMF Bowling Centers
(Aust.) International Inc., AMF Bowling Centers (Hong Kong) International Inc.,
AMF Bowling Centers International Inc., AMF BCO-UK One, Inc., AMF BCO-UK Two,
Inc., AMF BCO-France One, Inc., AMF BCO-France Two, Inc., AMF Bowling Centers
Spain Inc., AMF Bowling Mexico Holding, Inc., and Boliches AMF, Inc., the above-
captioned debtors and debtors in possession, propose the following second
amended joint plan of reorganization, pursuant to section 1121(a) of title 11 of
the United States Code:

     SECTION 1.  DEFINITIONS AND INTERPRETATION

     A.   Definitions.

          The following terms shall have the respective meanings set forth below
(such meanings to be equally applicable to both the singular and plural):

     1.1. Administrative Bar Date means the date fixed pursuant to section 2.2
of the Plan by which all Persons asserting certain Administrative Expense Claims
arising before the Effective Date must have filed proofs of such Administrative
Expense Claims or requests for payment of such Administrative Expense Claims or
be forever barred from asserting such Claims against the Debtors, the Estates or
the Reorganized Debtors or their property, or such other date by which any such
Claim must be filed as may be fixed by order of the Bankruptcy Court.

     1.2. Administrative Expense Claim means any right to payment constituting a
cost or expense of administration of any of the Reorganization Cases (other than
a Fee Claim) allowed under sections 503(b) and 507(a)(1) of the Bankruptcy Code,
including, without limitation, any actual and necessary costs and expenses of
preserving one or more of the Debtors' Estates, any actual and necessary costs
and expenses of operating one or more of the Debtors' businesses, and any fees
or charges assessed against one or more of the Estates of the Debtors under
section 1930 of chapter 123 of title 28 of the United States Code.
<PAGE>

     1.3.  ADR Procedures means any alternative dispute resolution procedures
approved in the Reorganization Cases pursuant to an order of the Bankruptcy
Court.

     1.4.  Allowed means, with reference to any Claim: (i) subject to section
13.3 hereof, any Claim against any Debtor which has been listed by such Debtor
in the Schedules as liquidated in amount and not disputed or contingent and for
which no contrary or inconsistent proof of claim has been filed; (ii) any timely
filed Claim (a) as to which no objection to allowance has been interposed prior
to the deadline by which such objections must be filed in accordance with
section 7.1 hereof or such other applicable period of limitation fixed by the
Bankruptcy Code, the Bankruptcy Rules, or the Bankruptcy Court and as to which
such deadline has expired, or (b) as to which an objection has been filed and
not withdrawn and such objection has been determined by a Final Order (but only
to the extent such objection has been overruled); (iii) any Claim which is not a
Disputed Claim; or (iv) any Claim allowed hereunder. Unless otherwise specified
herein or by order of the Bankruptcy Court, Allowed Claims (including Allowed
Administrative Expense Claims) shall not, for any purpose under the Plan,
include interest on such Administrative Expense Claims or Claims on or after the
Commencement Date.

     1.5.  Amended Bylaws means the Amended and Restated Bylaws of Reorganized
AMF, which bylaws shall be substantially in the form set forth in the Plan
Supplement.

     1.6.  Amended Certificate of Incorporation means the Amended and Restated
Certificate of Incorporation of Reorganized AMF, which certificate shall be
substantially in the form set forth in the Plan Supplement.

     1.7.  AMF Affiliate means a direct or indirect non-debtor subsidiary of
WINC that is incorporated in a jurisdiction other than a state or commonwealth
of the United States.

     1.8.  AMF Affiliate Claim means any Claim (other than an Other Secured
Claim) held by an AMF Affiliate against a Debtor in respect of an intercompany
loan, advance or transfer.

     1.9.  Bankruptcy Code means title 11 of the United States Code, as amended
from time to time, as applicable to the Reorganization Cases.

     1.10. Bankruptcy Court means the United States Bankruptcy Court for the
Eastern District of Virginia, or any other court exercising competent
jurisdiction over the Reorganization Cases or any proceeding therein.

     1.11. Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure, as
promulgated by the United States Supreme Court under section 2075 of title 28 of
the United States Code, as amended from time to time, applicable to the
Reorganization Cases, and any Local Rules of the Bankruptcy Court.

     1.12. Bar Date means September 24, 2001, the date fixed in the Bar Date
Order by which all Persons asserting Claims arising before the Commencement
Date, including, but not limited to, contingent Claims held by parties to
executory contracts or unexpired leases with one or more of the Debtors that may
arise out of the rejection of such contract or lease, must have filed proofs of
such Claims or be forever barred from asserting such Claims against the Debtors
or the Estates, or such other date by which any such Claim must be filed as may
be fixed by order of the Bankruptcy Court.

     1.13. Bar Date Order means the order(s) entered by the Bankruptcy Court
establishing the respective Bar Date(s).

     1.14. BINC means AMF Bowling, Inc.

                                      -2-
<PAGE>

     1.15.  Business Day means any day other than a Saturday, a Sunday, or any
other day on which banking institutions in New York, New York are required or
authorized to close by law or executive order.

     1.16.  Cash means legal tender of the United States of America or a cash
equivalent.

     1.17.  Catch-up Distribution means with respect to each holder of an
Allowed Claim in Class 4 or 6, the difference, as of the date calculated,
between (i) the number of New Warrants such holder would have received if all
Disputed Claims in such Class had been resolved on the Effective Date in the
amount such Disputed Claims have been resolved for as of such calculation date
and (ii) the aggregate number of New Warrants previously received by such
holder.

     1.18.  Citibank means Citibank, N.A.

     1.19.  Claim means "claim" as defined in section 101(5) of the Bankruptcy
Code.

     1.20.  Class means any group of Claims or Equity Interests classified by
the Plan as belonging to a single particular class pursuant to section
1123(a)(1) of the Bankruptcy Code.

     1.21.  Class 4 Distribution means the amount of New Warrants to be
allocated for payment of Class 4 Claims, which amount shall be determined by
multiplying the Ratable Class 4 Portion by the number of New Warrants.

     1.22.  Class 5 Distribution means the amount of New Warrants to be
allocated for payment of Class 5 Claims, which amount shall be determined by
multiplying the Ratable Class 5 Portion by the number of New Warrants.

     1.23.  Class 6 Distribution means the amount of New Warrants to be
allocated for payment of Class 6 Claims, which amount shall be determined by
multiplying the Ratable Class 6 Portion by the number of New Warrants.

     1.24.  Combination Transaction means a consolidation, merger, contribution
of assets or other transaction in which, among other things, one or more Debtors
merges with or transfers substantially all of its assets and liabilities to a
Reorganized Debtor or AMF Affiliate, or changes legal form, which shall occur on
or as soon as reasonably practicable after the Effective Date, as set forth in
the Plan Supplement.

     1.25.  Commencement Date means July 2, 2001.

     1.26.  Confirmation Date means the date on which the Clerk of the
Bankruptcy Court enters the Confirmation Order on the docket.

     1.27.  Confirmation Hearing means the hearing to be held by the Bankruptcy
Court regarding confirmation of the Plan, as such hearing may be adjourned or
continued from time to time.

     1.28.  Confirmation Order means the order of the Bankruptcy Court
confirming the Plan of Reorganization pursuant to section 1129 of the Bankruptcy
Code.

     1.29.  Consolidation Order means an order of the Bankruptcy Court, which
may be the Confirmation Order, approving the consolidation of the Estates for
purposes of the Plan.

                                      -3-
<PAGE>

     1.30.  Creditors' Committee means the statutory committee of unsecured
creditors appointed in the Reorganization Cases in accordance with section 1102
of the Bankruptcy Code, as the same may be reconstituted from time to time.

     1.31.  Debtors means AMF Bowling Worldwide, Inc., AMF Group Holdings Inc.,
AMF Bowling Holdings Inc., AMF Bowling Products, Inc., AMF Bowling Centers
Holdings Inc., AMF Worldwide Bowling Centers Holdings Inc., AMF Bowling Centers,
Inc., AMF Beverage Company of Oregon, Inc., AMF Beverage Company of W. Va.,
Inc., Bush River Corporation, King Louie Lenexa, Inc., 300, Inc., American
Recreation Centers, Inc., Michael Jordan Golf Company, Inc., MJG - O'Hare, Inc.,
AMF Bowling Centers (Aust.) International Inc., AMF Bowling Centers (Hong Kong)
International Inc., AMF Bowling Centers International Inc., AMF BCO-UK One,
Inc., AMF BCO-UK Two, Inc., AMF BCO-France One, Inc., AMF BCO-France Two, Inc.,
AMF Bowling Centers Spain Inc., AMF Bowling Mexico Holding, Inc., and Boliches
AMF, Inc.

     1.32.  DIP Facility means that certain Senior Secured Priming Debtor-In-
Possession Credit Agreement, dated July 5, 2001, among WINC, certain guarantors,
including Holdings, and Citibank, as administrative agent, for a group of
lenders, as may be amended from time to time.

     1.33.  DIP Lender means the banks and other financial institutions, led by
Citibank, as administrative agent, who from time to time are or were a party to
the DIP Facility.

     1.34.  DIP Lender Claim means an Allowed Claim of a DIP Lender in respect
of the obligations of the Debtors arising under the DIP Facility or the DIP
Order.

     1.35.  DIP Order means that certain Final Order (I) Authorizing Post-
Petition Secured Superpriority Financing Pursuant to Sections 105(a), 362,
364(c)(1), 364(c)(2), 364(c)(3) and 364(d) of the Bankruptcy Code, (II)
Authorizing the Debtors' Use of Cash Collateral Pursuant to Section 363(c) of
the Bankruptcy Code, and (III) Granting Adequate Protection Pursuant to Sections
361, 363 and 364 of the Bankruptcy Code, dated August 8, 2001.

     1.36.  DIP Refinancing Amount means the amount of Cash necessary to pay all
outstanding obligations under the DIP Facility pursuant to section 2.5 of the
Plan.

     1.37.  Disbursing Agent means any entity designated as such by Reorganized
AMF (including any applicable Reorganized Debtor if it acts in such capacity) in
its capacity as a disbursing agent.

     1.38.  Disclosure Statement means the Disclosure Statement that relates to
the Plan, as such Disclosure Statement may be amended, modified, or supplemented
(including all exhibits and schedules annexed thereto or referred to therein).

     1.39.  Disclosure Statement Hearing means the hearing held by the
Bankruptcy Court to consider approval of the Disclosure Statement as containing
adequate information as required by section 1125 of the Bankruptcy Code.

     1.40.  Disclosure Statement Order means the order of the Bankruptcy Court
approving the Disclosure Statement as containing adequate information pursuant
to section 1125 of the Bankruptcy Code.

     1.41.  Disputed Claim means any Claim that is not an Allowed Claim as of
the relevant date.

                                      -4-
<PAGE>

     1.42.  Distribution Record Date means the Confirmation Date or such other
date as shall be established by the Bankruptcy Court in the Confirmation Order.

     1.43.  Effective Date means the first (1/st/) Business Day on or after the
Confirmation Date specified by the Debtors on which: (i) no stay of the
Confirmation Order is in effect; and (ii) all conditions to the effectiveness of
the Plan specified in section 10.1 hereof have been satisfied or waived.

     1.44.  Equity Interest means the interest of any holder of an equity
security of any of the Debtors, whether or not represented by any issued and
outstanding shares of common or preferred stock or other instrument evidencing a
present ownership interest in any of the Debtors, whether or not transferable,
or any option, warrant, or right, contractual or otherwise, to acquire any such
interest.

     1.45.  Estates means the estates created in the Reorganization Cases in
accordance with section 541 of the Bankruptcy Code.

     1.46.  Estimation Order means one or more orders of the Bankruptcy Court
that (i) estimates the maximum dollar amount of Allowed and Disputed Claims,
inclusive of contingent and/or unliquidated Claims, in a particular Class, (ii)
determines and fixes the Tort Claims Estimate, and (iii) sets the amount of any
particular Claim for final allowance purposes pursuant to sections 105 and
502(c) of the Bankruptcy Code, including, without limitation, the Confirmation
Order to the extent that the Confirmation Order grants the same relief that
otherwise would have been granted in a separate Estimation Order.

     1.47.  Existing Securities Law Claim means a Claim against a Debtor that is
subject to subordination under section 510(b) of the Bankruptcy Code.

     1.48.  Exit Facility means either (i) the Third Party Facility or (ii) the
Senior Lender Facility, as set forth in a notice filed with the Bankruptcy Court
prior to the date that is twenty three (23) days prior to the Confirmation
Hearing.

     1.49.  Fee Claim means a Claim for compensation, indemnification or
reimbursement of expenses pursuant to sections 327, 328, 330, 331 or 503(b) of
the Bankruptcy Code in connection with the Reorganization Cases.

     1.50.  Final Distribution Date means the date selected by the Reorganized
Debtors, in their sole and absolute discretion, for the distribution of the
balance of any Cash or securities to holders of Claims other than the Senior
Lender Claims pursuant to the Plan, provided, however, that, such date shall be
no earlier than the date on which all remaining Disputed Claims have been
resolved by Final Order.

     1.51.  Final Order means an order or judgment of the Bankruptcy Court
entered by the Clerk of the Bankruptcy Court on the docket in the Reorganization
Cases, (i) which has not been reversed, vacated, or stayed, and as to which the
time to appeal, petition for certiorari or move for a new trial, reargument, or
rehearing has expired; or (ii) which, if an appeal, writ of certiorari, new
trial, reargument, or rehearing thereof has been sought, (a) such order or
judgment of the Bankruptcy Court shall not have been stayed or the stay has been
terminated, or (b) such order or judgment, if stayed, shall have been affirmed
by the highest court to which such order was appealed, or certiorari shall have
been denied, or a new trial, reargument, or rehearing shall have been denied or
resulted in no modification of such order, and the time to take any further
appeal, petition for certiorari or move for a new trial, reargument or rehearing
shall have expired; provided, however, that the filing of or the possibility
that a motion under Rule 60 of the Federal Rules of Civil Procedure, or any
analogous rule under the Federal Rules, may be filed relating to such order or
judgment shall not cause such order or judgment not to be a Final Order.

                                      -5-
<PAGE>

     1.52.  510(c) Claim means any Claim against a Debtor subject to
subordination pursuant to section 510(c) of the Bankruptcy Code.

     1.53.  Holdings means AMF Group Holdings Inc.

     1.54.  Hughes Capital Equipment Lease means that certain Equipment and
Services Agreement (as amended), dated June 22, 2000, by and between Hughes
Network Systems and AMF Bowling Centers, Inc.

     1.55.  Indenture Trustee(s) means The Bank of New York and/or U.S. Bank
Trust, N.A., as applicable, solely in their respective capacity as Trustee under
those certain indentures for the Senior Subordinated Notes.

     1.56.  Initial Distribution Date means the date that is the later to occur
of: (i) the Effective Date; and (ii) the first (1/st/) Business Day after the
date that is thirty (30) calendar days after the date the Bankruptcy Court has
entered the Estimation Order, or as soon thereafter as is practicable.

     1.57.  Insured Claim means any Claim to the extent such Claim arises prior
to the Commencement Date from an incident or occurrence that is covered under
any of the Debtors' insurance policies, but solely to the extent such Claim is
so covered.

     1.58.  Interdebtor Claim means any Claim held by a Debtor against another
Debtor.

     1.59.  Missouri Mortgage means that certain note and purchase money
mortgage totaling approximately two million dollars ($2,000,000,000) granted in
connection with the purchase of a bowling center in Independence, Missouri
pursuant to a Contract of Deed, dated on or around September 30, 1988, as
amended by a certain Collection Agreement, dated April 15, 1992.

     1.60.  New AMF Common Stock means the common stock of Reorganized AMF, par
value $0.01 per share, to be authorized under the Amended Certificate of
Incorporation.

     1.61.  New AMF Notes means the 13% Senior Subordinated Notes due 2008
having an aggregate principal amount equal to one hundred fifty million dollars
($150,000,000), authorized and issued by Reorganized AMF on the Effective Date,
the terms of which shall be governed by the New Senior Subordinated Note
Indenture, which shall be in form and substance reasonably satisfactory to the
Senior Lender Steering Committee and substantially in the form contained in the
Plan Supplement.

     1.62.  New Employment Agreement means the employment agreement of Roland
Smith.

     1.63.  New Management Incentive Plan means the AMF Bowling Worldwide, Inc.
2002 Stock Option Plan, which shall be in form and substance reasonably
satisfactory to the Senior Lender Steering Committee and shall be substantially
in the form contained in the Plan Supplement, pursuant to which senior managers
and certain other employees of the Reorganized Company will be eligible to
receive New Management Options.

     1.64.  New Management Options means seven (7) year options to purchase up
to twelve percent (12%) of the fully-diluted New AMF Common Stock issued under
the Plan, giving effect to the shares that will be issued upon exercise of such
options and upon exercise of the New Warrants.

     1.65.  New Senior Subordinated Note Indenture means that certain Indenture,
dated as of the Effective Date, between Reorganized AMF and the trustee
thereunder, which shall be in form and

                                      -6-
<PAGE>

substance reasonably satisfactory to the Senior Lender Steering Committee and
shall be substantially in the form contained in the Plan Supplement, relating to
and governing the issuance of the New AMF Notes.

     1.66.  New Warrant Agreement means that certain Warrant Agreement, dated as
of the Effective Date, which shall be in form and substance reasonably
satisfactory to the Senior Lender Steering Committee and shall be substantially
in the form contained in the Plan Supplement.

     1.67.  New Warrants means those warrants, which shall be in form and
substance reasonably satisfactory to the Senior Lender Steering Committee and
shall be substantially in the form contained in the Plan Supplement, to purchase
shares of the New AMF Common Stock together representing twelve percent (12%) of
the fully-diluted shares of New AMF Common Stock issued under the Plan, giving
effect to the shares that will be issued upon exercise of the New Warrants but
without giving effect to the exercise of the New Management Options.

     1.68.  Other Secured Claim means a Secured Claim against any of the Debtors
not constituting a Senior Lender Claim.

     1.69.  Other Secured Claim Note means a secured promissory note which shall
provide for amortization over a period not to exceed six (6) years on a straight
line basis, in quarterly installments, bearing interest at the rate required by
applicable law as determined by the Bankruptcy Court at the Confirmation
Hearing, in connection with the allowance of such Claim or as otherwise agreed
to by such holder and the applicable Debtor, which note shall be secured by
either the existing collateral or property at least equal to the value of the
existing collateral.

     1.70.  Other Secured Claim Loan Agreement means the documents (other than
the Other Secured Claim Note) to be executed, delivered, assumed, and/or
performed in conjunction with the consummation of the Other Secured Claim Note.

     1.71.  Person means any individual, corporation, partnership, association,
indenture trustee, limited liability company, organization, joint stock company,
joint venture, Estate, trust, governmental unit or any political subdivision
thereof, the Creditors' Committee, interest holders, or any other entity.

     1.72.  Plan means this second amended joint chapter 11 plan of
reorganization, including, without limitation, the exhibits and schedules
hereto, as the same may be amended or modified from time to time in accordance
with the provisions of the Bankruptcy Code and the terms hereof.

     1.73.  Plan Documents means the documents (other than the Plan) to be
executed, delivered, assumed, and/or performed in conjunction with the
consummation of the Plan of Reorganization on the Effective Date, including, but
not limited to: (i) the Amended Bylaws; (ii) the Amended Certificate of
Incorporation; (iii) the New Senior Subordinated Note Indenture, including the
form of New AMF Note; (iv) the Registration Rights Agreement; (v) the New
Warrant Agreement; (vi) the Exit Facility; (vii) the New Employment Agreement;
(viii) the New Management Incentive Plan; and (ix) forms of the Other Secured
Note and Other Secured Claim Loan Agreement.

     1.74.  Plan of Reorganization means the Plan and the Plan Documents, as the
same may be amended or modified from time to time in accordance with the
provisions of the Bankruptcy Code and the terms hereof.

                                      -7-
<PAGE>

     1.75.  Plan Securities means, collectively, the New AMF Notes, the New
Warrants, the Senior Lender Facility Notes, the New AMF Common Stock, and the
New AMF Common Stock issuable upon the exercise of the New Warrants.

     1.76.  Plan Supplement means the supplemental appendix to the Plan filed on
or before the date that is twenty three (23) days prior to the Confirmation
Hearing that will contain the commitment letter for the Exit Facility and draft
forms of those Plan Documents that are listed on a schedule annexed hereto as
Exhibit B, which Plan Documents will be entered into as of the Effective Date.

     1.77.  Priority Non-Tax Claim means any Claim against any of the Debtors
other than an Administrative Expense Claim or a Priority Tax Claim, entitled to
priority in payment as specified in section 507(a) of the Bankruptcy Code.

     1.78.  Priority Tax Claim means any Claim of a governmental unit against
one or more of the Debtors of the kind entitled to priority in payment under
section 507(a)(8) of the Bankruptcy Code.

     1.79.  Ratable Class 4 Portion means a fraction, the numerator of which is
the sum of, without duplication, the amount of Claims in Class 4 that are
estimated to be Allowed pursuant to the Estimation Order plus the amount of
Allowed Claims in Class 4 and the denominator of which is the Unsecured Claim
Total.

     1.80.  Ratable Class 5 Portion means a fraction, the numerator of which is
the amount set aside in the Tort Claims Estimate and the denominator of which is
the Unsecured Claim Total.

     1.81.  Ratable Class 6 Portion means a fraction, the numerator of which is
the sum of, without duplication, the amount of Claims in Class 6 that are
estimated to be Allowed pursuant to the Estimation Order plus the amount of the
Allowed Claims in Class 6 and the denominator of which is the Unsecured Claim
Total.

     1.82.  Registration Rights Agreement means that certain Registration Rights
Agreement, dated as of the Effective Date, which shall be in form and substance
reasonably satisfactory to the Senior Lender Steering Committee and shall be
substantially in the form contained in the Plan Supplement.

     1.83.  Reorganization Cases means the jointly administered cases under
chapter 11 of the Bankruptcy Code commenced by the Debtors on July 2, 2001 in
the Bankruptcy Court and styled In re AMF Bowling Worldwide, Inc., et al., 01-
61119 (DHA).

     1.84.  Reorganized AMF means AMF Bowling Worldwide, Inc., on and after the
Effective Date.

     1.85.  Reorganized Company means the Reorganized Debtors and each of their
non-debtor subsidiaries.

     1.86.  Reorganized Debtors means each of the Debtors that is listed on
Exhibit A hereto (or such other schedule filed prior to the Effective Date) on
and after the Effective Date.

     1.87.  Representative means, except for BINC, any officer, director, agent,
financial advisor, attorney, professional, accountant, employee or controlling
shareholder (direct or indirect) of a Debtor, in each case, solely in their
capacity as such, serving or holding interests on or after January 1, 2001.

                                      -8-
<PAGE>

     1.88.  Schedules means the schedules of assets and liabilities, lists of
holders of Equity Interests, and the statement of financial affairs filed by the
Debtors under section 521 of the Bankruptcy Code, Bankruptcy Rule 1007 and the
Official Bankruptcy Forms of the Bankruptcy Rules as such schedules and
statements have been or may be supplemented or amended: (a) through and
including the date by which objections to Claims may be filed with the
Bankruptcy Court or (b) pursuant to the second sentence of section 13.3 hereof.

     1.89.  Secured Claim means a Claim that is secured by a lien on property in
which any or all of the Estates have an interest or that is subject to setoff
under section 553 of the Bankruptcy Code, to the extent of the value of the
Claim holder's interest in the Estates' interest in such property or to the
extent of the amount subject to setoff, as applicable, as determined pursuant to
section 506(a) of the Bankruptcy Code, provided, however, that solely for the
purposes of treatment under the Plan, a Secured Claim shall not include a Senior
Subordinated Note Claim or Interdebtor Claim.

     1.90.  Senior Lender Agreements means that certain Fourth Amended and
Restated Credit Agreement, dated as of June 14, 1999, as amended, among WINC and
the Initial Lenders and Initial Issuing Banks and Goldman Sachs Credit Partners
L.P. and Citicorp Securities, Inc., as arrangers, and Goldman Sachs Credit
Partners L.P., as syndication agent, and Citibank, as administrative agent, and
Citicorp USA, Inc. as collateral agent, and any of the other documents and
instruments relating thereto.

     1.91.  Senior Lender Cash Payment means (i) in the event the Senior Lender
Facility is consummated, zero ($0); and (ii) in the event the Third Party
Facility is consummated, an amount of Cash equal to three hundred million
dollars ($300,000,000) minus the sum of: (a) the amounts, if any, necessary to
satisfy the Reorganized Company's minimum cash requirements of twelve million
dollars ($12,000,000) on or after the Effective Date; (b) the amounts necessary
to pay Allowed Claims (other than Senior Lender Claims) hereunder, to the extent
such Allowed Claims are to be paid in Cash pursuant to the Plan, including, but
not limited to, the DIP Refinancing Amount and the Senior Lender Origination
Fee; and (c) amounts to be reserved in respect of items (a) and (b) hereof.

     1.92.  Senior Lender Claim means (i) a Claim against any of the Debtors
based on the Senior Lender Agreements, including, without limitation, accrued
interest (including any applicable default rate), minus (ii) all Cash payments
made by the Debtors to the holders of such Claims on or after the Commencement
Date with respect thereto, including, without limitation, any Claims of the
Senior Lenders that are converted to administrative expense status pursuant to
any Order of the Bankruptcy Court approving the provision of adequate protection
to the Senior Lenders.

     1.93.  Senior Lender Distribution means: (i) the Senior Lender Cash
Payment; (ii) ten million (10,000,000) shares of New AMF Common Stock; (iii) the
Senior Lender Facility Notes; plus (iv) the New AMF Notes.

     1.94.  Senior Lender Facility means a credit facility, which consists of
the Senior Lender Term Loan Facility and the Senior Lender Revolving Facility,
which may be entered into as of the Effective Date in accordance with the Plan,
by and among certain parties, including one or more of the Reorganized Debtors,
certain of the Senior Lenders and a syndicate of banks, financial institutions
and other accredited investors, and which contains those terms set forth in the
Plan Supplement.

     1.95.  Senior Lender Facility Notes means in the event the Senior Lender
Facility is consummated, the notes issued and distributed to the Senior Lenders
in connection with the Senior Lender Term Loan Facility.

                                      -9-
<PAGE>

     1.96.  Senior Lender Origination Fee means the origination fees due to the
Senior Lenders in an amount equal to two percent (2.0%) of (i) the principal
amount of the New AMF Notes and (ii) to the extent the Senior Lender Facility is
consummated, the principal amount of the Senior Lender Term Loan Facility.

     1.97.  Senior Lenders means Citibank, and the other lenders who are a party
to the Senior Lender Agreements, solely in their capacity as such.

     1.98.  Senior Lender Steering Committee means those certain Senior Lenders
that Citibank, in its capacity as administrative agent under the Senior Lender
Agreements, appoints to serve as members of that certain steering committee of
Senior Lenders, as may be reconstituted from time to time.

     1.99.  Senior Lender Revolving Facility means a revolving credit facility
of up to ninety million dollars ($90,000,000).

     1.100. Senior Lender Term Loan Facility means the Senior Lender Tranche A
Facility and the Senior Lender Tranche B Facility, which each shall be provided
pursuant to the Senior Lender Facility.

     1.101. Senior Lender Tranche A Facility means a term loan facility of one
hundred million dollars ($100,000,000) minus the sum of: (a) the amounts, if
any, necessary to satisfy the Reorganized Company's minimum cash requirements of
twelve million dollars ($12,000,000) on or after the Effective Date; (b) amounts
necessary to pay Allowed Claims (other than Senior Lender Claims) hereunder, to
the extent such Allowed Claims are to be paid in Cash pursuant to the Plan,
including, but not limited to, the DIP Refinancing Amount and the Senior Lender
Origination Fee; and (c) amounts to be reserved in respect of items (a) and (b)
hereof.

     1.102. Senior Lender Tranche B Facility means a term loan facility of up to
two hundred million dollars ($200,000,000).

     1.103. Senior Subordinated Note Claim means a Claim against the Debtors for
an amount due under or in connection with the Senior Subordinated Notes.

     1.104. Senior Subordinated Notes means the 10-7/8% Series A and Series B
Senior Subordinated Notes due 2006 and the 12-1/4% Series A and Series B Senior
Subordinated Discount Notes due 2006 issued by WINC.

     1.105. Third Party Facility means a credit facility, in an amount not less
than three hundred fifty million dollars ($350,000,000), of which not less than
three hundred million dollars ($300,000,000) would be available to pay the DIP
Refinancing Amount, Allowed Administrative Claims, Allowed Fee Claims, the
Senior Lender Cash Payment, and such other Cash amounts as required to be paid
under the Plan, entered into as of the Effective Date, by and among certain
parties, including one or more of the Reorganized Debtors, certain third party
lenders and a syndicate of banks, financial institutions and other accredited
investors, and which contains those terms, which are reasonably satisfactory to
the Senior Lender Steering Committee.

     1.106. Tort Claims means any Claim (including punitive damage claims to the
extent permitted by the Bankruptcy Court and not otherwise subordinated under
applicable law), which arose prior to the Commencement Date, related to personal
injury, property damage, products liability, wrongful death, or any other
similar Claims against any of the Debtors arising in tort, including, without
limitation, any such Claims, or portions thereof, which are Insured Claims.
Unless otherwise ordered by the Bankruptcy

                                     -10-
<PAGE>

Court, Tort Claims shall not include any Claim settled, allowed or disallowed
pursuant to the ADR Procedures.

     1.107. Tort Claims Estimate means the amount estimated, pursuant to the
Estimation Order, to be the maximum aggregate amount of all Allowed Tort Claims
minus the portion thereof that are estimated therein to be Allowed Insured
Claims.

     1.108. Tort Claims Reserve means the Ratable Class 5 Portion of the New
Warrants, which are reserved for issuance for, inter alia, the payment of Tort
Claims that become Allowed Claims after the Effective Date, to the extent such
Claims are not Insured Claims.

     1.109. Unsecured Claim means any Claim against any of the Debtors, other
than an Other Secured Claim, Senior Lender Claim, AMF Affiliate Claim,
Administrative Expense Claim, Priority Tax Claim, Priority Non-Tax Claim, Fee
Claim, Senior Subordinated Note Claim, Interdebtor Claim, Tort Claim, Existing
Securities Law Claim, or 510(c) Claim.

     1.110. Unsecured Claim Total means the sum of, without duplication, the
aggregate amount of all Allowed Claims in Classes 4 and 6, plus the Tort Claims
Estimate, plus the aggregate of all Claims in Classes 4 and 6 as set forth in
the Estimation Order (except to the extent that such Claims have been expunged
or otherwise disallowed).

     1.111. WINC means AMF Bowling Worldwide, Inc., prior to the Effective Date.

     B.   Interpretation; Application of Definitions and Rules of Construction.

          Unless otherwise specified, all section or exhibit references in the
Plan are to the respective section in, or exhibit to, the Plan. The words
"herein," "hereof," "hereto," "hereunder," and other words of similar import
refer to the Plan as a whole and not to any particular section, subsection, or
clause contained therein. Any capitalized term used herein that is not defined
herein shall have the meaning assigned to that term in the Bankruptcy Code.
Except for the rule contained in section 102(5) of the Bankruptcy Code, the
rules of construction contained in section 102 of the Bankruptcy Code shall
apply to the Plan. The headings in the Plan are for convenience of reference
only and shall not limit or otherwise affect the provisions hereof. To the
extent there is an inconsistency between any of the provisions of the Plan and
any of the provisions contained in the Plan Documents to be entered into as of
the Effective Date, the Plan Documents shall control.

     SECTION 2.  ADMINISTRATIVE EXPENSE CLAIMS, FEE CLAIMS, PRIORITY TAX CLAIMS
AND DIP LENDER CLAIMS

          2.1.  Administrative Expense Claims.

          Except to the extent that a holder of an Allowed Administrative
Expense Claim agrees to a different treatment, the Debtors shall pay to each
holder of an Allowed Administrative Expense Claim Cash in an amount equal to
such Claim on the later of the Effective Date and the first (1/st/) Business Day
after the date that is thirty (30) calendar days after the date such
Administrative Expense Claim becomes an Allowed Administrative Expense Claim, or
as soon thereafter as is reasonably practicable; provided, however, that Allowed
Administrative Expense Claims representing liabilities incurred in the ordinary
course of business by the Debtors, as debtors in possession, or liabilities
arising under loans or advances to or other obligations incurred by the Debtors,
as debtors in possession, whether or not incurred in the ordinary course of
business, shall be paid by the Reorganized Debtors in the ordinary course of
business, consistent with past practice and in accordance with the terms and
subject to the conditions of any orders

                                     -11-
<PAGE>

or agreements governing, instruments evidencing, or other documents relating to
such transactions. Any postpetition expenses of the Indenture Trustees and the
reasonable postpetition fees and expenses of their respective counsel shall be
paid to the extent such fees and expenses are reasonable and to the extent
approved by the Bankruptcy Court after notice and hearing.

          2.2.  Bar Date for Administrative Expense Claims.

          PROOFS OF ADMINISTRATIVE EXPENSE CLAIMS AND REQUESTS FOR PAYMENT OF
ADMINISTRATIVE EXPENSE CLAIMS THAT HAVE ARISEN ON OR AFTER JULY 2, 2001 MUST BE
FILED AND SERVED PURSUANT TO THE PROCEDURES SET FORTH IN THE CONFIRMATION ORDER
OR NOTICE OF ENTRY OF CONFIRMATION ORDER, NO LATER THAN FORTY-FIVE DAYS AFTER
THE EFFECTIVE DATE. Notwithstanding anything to the contrary herein, no proof of
Administrative Expense Claim or application for payment of an Administrative
Expense Claim need be filed for the allowance of any: (i) expense or liability
incurred in the ordinary course of the Reorganized Debtors' businesses on or
after the Effective Date; (ii) Administrative Expense Claim held by a trade
vendor, which administrative liability was incurred in the ordinary course of
business of the Debtor and such creditor after the Commencement Date; (iii) Fee
Claims; (iv) DIP Lender Claims; or (v) fees of the United States Trustee arising
under 28 U.S.C. (S)1930. All Claims described in clause (i), (ii) and (v) of the
immediately preceding sentence shall be paid by the Reorganized Debtors in the
ordinary course of business. DIP Lender Claims shall be paid in accordance with
section 2.5 herein. Fee Claims shall be paid in accordance with section 2.3
hereof.

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

          2.3.  Fee Claims.

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

          2.4.  Priority Tax Claims.

          Except to the extent that a holder of an Allowed Priority Tax Claim
agrees to a different treatment, at the sole option of the Reorganized Debtors,
each holder of an Allowed Priority Tax Claim shall receive, in full and complete
settlement, satisfaction and discharge of its Allowed Priority Tax Claim:
(i) Cash in an amount equal to such Allowed Priority Tax Claim on, or as soon
thereafter as is reasonably practicable, the (1/st/) Business Day after the date
that is thirty (30) calendar days after the date such Priority Tax Claim becomes
an Allowed Priority Tax Claim, or (ii) equal annual Cash payments in an
aggregate amount equal to such Allowed Priority Tax Claim, together with
interest at a fixed annual rate, which is consistent with applicable laws or as
set by order of the Bankruptcy Court, over a period not exceeding six (6) years
after the date of assessment of such Allowed Priority Tax Claim, which shall
begin on, or as soon thereafter as is reasonably practicable, the

                                     -12-
<PAGE>

later of the Effective Date and the first Business Day after the date that is
thirty (30) calendar days after the date such Priority Tax Claim becomes an
Allowed Priority Tax Claim. All Allowed Priority Tax Claims that are not due and
payable on or before the Effective Date shall be paid in the ordinary course of
business as such obligations become due.

          2.5.  DIP Lender Claims.

          All DIP Lender Claims shall be Allowed as provided in the DIP Order
and shall be paid in full, in Cash on the Effective Date; provided, that, any
                                                          --------  ----
DIP Lender Claims that do not arise until after the Effective Date shall be paid
in full in Cash by the Reorganized Debtors as soon as practicable after such
Claims become Allowed. Without limiting the foregoing, once payments to be made
on the Effective Date have been made, the DIP Facility and any agreements or
instruments related thereto shall be deemed terminated (subject in all respects
to any carve-out approved by the Bankruptcy Court in the Bankruptcy Court orders
approving the DIP Facility and such other provisions, which shall survive the
termination thereof) and the DIP Lenders shall take all reasonable action to
confirm the removal of any liens on the properties of the Debtors and their
affiliates. On the Effective Date, any outstanding letters of credit issued
under the DIP Facility shall be either cash collateralized, replaced or secured
by letters of credit issued under the Exit Facility.

     SECTION 3.  CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS

          The following table designates the Classes of Claims against and
Equity Interests in the Debtors, and specifies which Classes are (i) impaired or
unimpaired by the Plan, (ii) entitled to vote to accept or reject the Plan in
accordance with section 1126 of the Bankruptcy Code, and (iii) deemed to accept
or reject the Plan.

             Classes.

<TABLE>
<CAPTION>
    ----------------------------------------------------------------------------------------------------------
                                                                                      Entitled
    Class            Designation                                  Impairment          to Vote
    -----            -----------                                  ----------          -------
    <S>              <C>                                          <C>                 <C>
    Class 1A         Other Secured Claims (Missouri Mortgage)     Unimpaired          No (deemed to accept)
    Class 1B         Other Secured Claims (Hughes Capital         Unimpaired          No (deemed to accept)
                     Equipment Lease)
    Class 1C         Other Secured Claims (Other)                 Impaired            Yes
    Class 2          Senior Lender Claims                         Impaired            Yes
    Class 3          Priority Non-Tax Claims                      Impaired            Yes
    Class 4          Unsecured Claims                             Impaired            Yes
    Class 5          Tort Claims                                  Impaired            Yes
    Class 6          Senior Subordinated Note Claims              Impaired            Yes
    Class 7          Interdebtor Claims                           Impaired            No (deemed to reject)
    Class 8          AMF Affiliate Claims                         Impaired            Yes
    Class 9          Equity Interests                             Impaired            No (deemed to reject)
    Class 10         Existing Securities Law Claims               Impaired            No (deemed to reject)
    Class 11         510(c) Claims                                Impaired            No (deemed to reject)
    ----------------------------------------------------------------------------------------------------------
</TABLE>

                                     -13-
<PAGE>

          3.1.  Subclasses for Class 1.

          For convenience of identification, the Plan describes the Allowed
Claims in Class 1 as a single Class. This Class consists of separate subclasses,
each based on the underlying property securing such Allowed Claims, and each
subclass is treated hereunder as a distinct Class for treatment and distribution
purposes.

     SECTION 4.   TREATMENT OF CLAIMS AND EQUITY INTERESTS

          4.1.  Other Secured Claims (Class 1).

          (a)   Class 1A (Missouri Mortgage)

          With respect to the Claim arising under the Missouri Mortgage, on or
as soon as reasonably practicable after the later of the Effective Date and the
first (1/st/) Business Day after the date that is thirty (30) calendar days
after the date such Other Secured Claim becomes Allowed, the holder of such
Allowed Other Secured Claim shall receive such treatment that either (i) leaves
unaltered the legal, equitable, or contractual rights to which the holder of
such Allowed Other Secured Claim is entitled or (ii) leaves such Allowed Other
Secured Claim unimpaired pursuant to section 1124(2) of the Bankruptcy Code. In
accordance with section 1126(f) of the Bankruptcy Code, the holder of such
Allowed Other Secured Claim is conclusively presumed to accept this Plan and the
vote of such holder will not be solicited with respect to such Claims.

          (b)   Class 1B (Hughes Capital Equipment Lease)

          With respect to the Claim arising under the Hughes Capital Equipment
Lease, on or as soon as reasonably practicable after the later of the Effective
Date and the first (1/st/) Business Day after the date that is thirty (30)
calendar days after the date such Other Secured Claim becomes Allowed, the
holder of such Allowed Other Secured Claim shall receive such treatment that
either (i) leaves unaltered the legal, equitable, or contractual rights to which
the holder of such Allowed Other Secured Claim is entitled or (ii) leaves such
Allowed Other Secured Claim unimpaired pursuant to section 1124(2) of the
Bankruptcy Code. In accordance with section 1126(f) of the Bankruptcy Code, the
holders of such Allowed Other Secured Claim is conclusively presumed to accept
this Plan and the vote of such holder will not be solicited with respect to such
Claims.

          (c)   Class 1C (Other)

          With respect to each Other Secured Claim (other than those arising
under the Missouri Mortgage or the Hughes Capital Equipment Lease), on or as
soon as reasonably practicable after the later of the Effective Date and the
first (1/st/) Business Day after the date that is thirty (30) calendar days
after the date such Other Secured Claim becomes Allowed, the holder of such
Allowed Other Secured Claim shall receive, subject to section 6.14 hereof, at
the sole option of the Debtors or Reorganized Debtors, as applicable:

          (a)   The Other Secured Claim Note in an initial principal amount
                equal to the amount of such Allowed Other Secured Claim; or

          (b)   In full satisfaction of such Allowed Other Secured Claim and
                subject to Bankruptcy Court approval, Cash in an amount mutually
                agreeable to both the Debtors or Reorganized Debtors (as
                applicable) and the holder of such Allowed Other Secured Claim.

                                     -14-
<PAGE>

          If option (a) is selected with respect to an Allowed Other Secured
Claim, the Reorganized Debtors shall be authorized to and shall execute and
deliver the Other Secured Claim Loan Agreement relating thereto.

          Any Allowed Claim based solely on any deficiency Claim by a holder of
an Allowed Other Secured Claim in subclass 1C shall become, and shall be treated
for all purposes under this Plan as an Allowed Unsecured Claim and shall be
classified as a Class 4 Claim.

          4.2.   Senior Lender Claims (Class 2).

          (a)    Allowance. Senior Lender Claims shall be allowed in full in an
amount equal to accrued but unpaid principal under the Senior Lender Agreements
plus accrued but unpaid interest, fees and expenses due and payable thereunder
and under the DIP Order.

          (b)    Treatment. On the Effective Date, each holder of an Allowed
Senior Lender Claim shall receive a pro rata share of the Senior Lender
Distribution.

          (c)    Origination Fee. In connection with the issuance of the New AMF
Notes and, in the event the Senior Lender Facility is consummated, the issuance
of the Senior Lender Facility Notes, each Senior Lender shall receive a pro rata
share of the Senior Lender Origination Fee, which shall be paid as an
Administrative Expense Claim without the need for the filing of any proof of
claim or request for payment.

          4.3.   Priority Non-Tax Claims (Class 3).

          Except to the extent that a holder of an Allowed Priority Non-Tax
Claim agrees to a different treatment, each such holder of an Allowed Priority
Non-Tax Claim shall receive, in full satisfaction of such Claim, Cash in an
amount equal to such Claim, on or as soon as reasonably practicable after the
later of (i) the Effective Date and (ii) the first (1/st/) Business Day after
the date that is thirty (30) calendar days after the date (a) such Claim becomes
Allowed and (b) for payment provided by any agreement or understanding between
the parties.

          4.4.   Unsecured Claims (Class 4).

          Each holder of an Allowed Unsecured Claim shall receive on account of
such Claim a pro rata share of the Class 4 Distribution.

          4.5.   Tort Claims (Class 5).

          To the extent that any portion of a Tort Claim is not an Insured
Claim, on the Final Distribution Date, the holders of each Tort Claim that has
become an Allowed Claim shall receive on account of such Claim a pro rata share
of the Class 5 Distribution. In addition, that portion of each Allowed Tort
Claim that is an Insured Claim shall be paid solely and exclusively: (i) from
the proceeds of insurance relating to such Insured Claim as and when such
proceeds are received; or (ii) by the applicable insurance carrier to the extent
of such insurance.

          4.6.   Senior Subordinated Note Claims (Class 6).

          On or as soon as reasonably practicable after the later of the
Effective Date and the first (1/st/) Business Day after the date that is thirty
(30) calendar days after the date an AMF Senior

                                     -15-
<PAGE>

Subordinated Note Claim becomes Allowed, each holder of such Allowed Senior
Subordinated Note Claim shall receive on account of such Claim a pro rata share
of the Class 6 Distribution.

          4.7.   Interdebtor Claims (Class 7).

          No distributions will be made on account of Interdebtor Claims under
the Plan and such Claims shall be discharged and released on the Effective Date.
In accordance with section 1126 of the Bankruptcy Code, the holders of such
Interdebtor Claims are conclusively presumed to reject this Plan and the votes
of such holders will not be solicited with respect to such Claims.

          4.8.   AMF Affiliate Claims (Class 8).

          On or as soon as reasonably practicable after the later of the
Effective Date and the first (1/st/) Business Day after the date that is thirty
(30) calendar days after the date an AMF Affiliate Claim becomes Allowed, such
Allowed AMF Affiliate Claim shall be reinstated on terms and conditions that are
satisfactory to Reorganized AMF.

          4.9.   Equity Interests (Class 9).

          All Equity Interests in Holdings and WINC shall be deemed cancelled as
of the Effective Date. All Equity Interests in each Debtor other than Holdings
and WINC (other than any such Equity Interest held by another Debtor or an AMF
Affiliate) shall be delivered to such Debtor. Each Debtor other than Holdings
and WINC shall have the right, in its sole discretion, to cancel or reissue
Equity Interests in such Debtor in accordance with the provisions of the Plan.
In accordance with section 1126 of the Bankruptcy Code, the holders of Equity
Interests are conclusively presumed to reject this Plan and the votes of such
holders will not be solicited with respect to such Interests.

          4.10.  Existing Securities Law Claims (Class 10).

          Each holder of an Existing Securities Law Claim shall receive no
distribution under the Plan. In accordance with section 1126 of the Bankruptcy
Code, the holders of such Existing Securities Law Claims are conclusively
presumed to reject this Plan and the votes of such holders will not be solicited
with respect to such Claims.

          4.11.  510(c) Claims (Class 11).

          Each holder of a 510(c) Claim shall receive no distribution under the
Plan. In accordance with section 1126 of the Bankruptcy Code, the holders of
such 510(c) Claims are conclusively presumed to reject this Plan and the votes
of such holders will not be solicited with respect to such Claims.

     SECTION 5.  MEANS FOR IMPLEMENTATION

          5.1.   Deemed Consolidation of Debtors for Plan Purposes Only.

          (a)    Consolidation. Subject to the occurrence of the Effective Date,
the Debtors shall be deemed consolidated for the following purposes under the
Plan: (i) no distributions shall be made under the Plan on account of the
Interdebtor Claims or any Equity Interest of a Debtor in another Debtor;
(ii) all guarantees by any of the Debtors of the obligations of any other Debtor
arising prior to the Effective Date shall be deemed eliminated so that any Claim
against any Debtor and any guarantee thereof executed by any other Debtor and
any joint and several liability of any of the Debtors shall be deemed to be one
obligation of the deemed consolidated Debtors; and (iii) each and every Claim
filed or

                                     -16-
<PAGE>

to be filed in the Reorganization Case of any of the Debtors shall be deemed
filed against the deemed consolidated Debtors and shall be deemed one Claim
against and, to the extent Allowed, obligation of the deemed consolidated
Debtors.

          Except as otherwise provided herein, such deemed consolidation,
however, shall not (other than for purposes related to funding distributions
under the Plan and as set forth above in this section 5.1) affect: (i) the legal
and organizational structure of the Reorganized Debtors; or (ii) the
enforceability or existence of any pre- or post-Commencement Date guarantees,
liens, and security interests that are required to be maintained (a) in
connection with executory contracts or unexpired leases that were entered into
during the Reorganization Cases or that have been or will be assumed,
(b)pursuant to the Plan, or (c) in connection with any financing entered into by
the Reorganized Debtors on the Effective Date; or (iii) distributions out of any
insurance policies or proceeds of policies.

          (b)    Order Granting Consolidation. Unless consolidation has been
approved by a prior order of the Bankruptcy Court, this Plan shall serve as a
motion seeking entry of an order substantively consolidating the Reorganization
Cases. Unless an objection to consolidation is made in writing by any creditor
affected by the Plan as herein provided on or before 4:00 p.m. Eastern Time, on
the date that is twenty (20) days before the Confirmation Hearing, or such other
date as may be fixed by the Bankruptcy Court, the Consolidation Order may be
entered by the Bankruptcy Court. In the event any such objections are timely
filed, a hearing with respect thereto shall be scheduled by the Bankruptcy
Court, which hearing may, but need not, coincide with the Confirmation Hearing.

          5.2.   Combination Transactions.

          In furtherance of the restructuring of the Debtors, on or as soon as
reasonably practicable after the Effective Date each applicable Debtor and
Reorganized Debtor shall take such actions as may be necessary or appropriate to
effect the relevant Combination Transaction. Such actions may include: (a) the
execution and delivery of appropriate agreements or other documents of merger,
consolidation, dissolution or reorganization containing terms that are
consistent with the terms of this Plan and that satisfy the requirements of
applicable law; (b) the execution and delivery of appropriate instruments of
transfer, assignment, assumption or delegation of any property, right,
liability, duty or obligation on terms consistent with the terms of this Plan;
(c) the filing of appropriate certificates of merger, dissolution or
consolidation with the appropriate governmental authorities under applicable
law; and (d) all other actions that such Debtor or Reorganized Debtor determines
are necessary or appropriate, including the making of filings or recordings in
connection with the relevant Combination Transaction. The form of each
Combination Transaction shall be determined by the respective Board of Directors
of such Debtor, Reorganized Debtor and/or AMF Affiliate (as applicable).

          5.3.   Exit Facility.


          On the Effective Date, the Reorganized Debtors shall be authorized to
enter into, execute and deliver the Exit Facility and the notes thereunder for
the purposes of, among others, funding obligations under the Plan of
Reorganization and providing for working capital requirements.

          5.4.   Waiver of Subordination.

          The distributions under the Plan take into account the relative
priority of the Claims in each Class in connection with any contractual
subordination provisions relating thereto. Accordingly, the distributions to the
holders of Senior Subordinated Note Claims shall not be subject to levy,
garnishment, attachment, or other legal process by any holder of indebtedness
senior to the indebtedness of the holders of the Senior Subordinated Note
Claims, by reason of claimed contractual subordination rights. On the

                                     -17-
<PAGE>

Effective Date, all creditors shall be deemed to have waived any and all
contractual subordination rights which they may have with respect to such
distribution, and the Confirmation Order shall permanently enjoin, effective as
of the Effective Date, all holders of Senior Lender Claims from enforcing or
attempting to enforce any such rights with respect to the distributions under
the Plan to the holders of Senior Subordinated Note Claims.

          5.5.   Management Incentive Plan.

          On the Effective Date, Reorganized AMF is authorized to, and shall
adopt and implement, the New Management Incentive Plan without the need for any
further corporate action. On the Effective Date, Reorganized AMF is further
authorized to issue all options to purchase shares of New AMF Common Stock, and
the shares of New AMF Common Stock issuable upon exercise of such options, under
the New Management Incentive Plan in accordance with the terms therein.

          5.6.   Cancellation of Existing Securities and Agreements.

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

          5.7.   Release of Liens.

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

          5.8.   Board of Directors.

          (a)    The initial Board of Directors of Reorganized AMF shall consist
of seven (7) members whose names shall be disclosed prior to the Confirmation
Hearing. Such initial Board of Directors shall be selected as follows: the
Senior Lenders shall select four (4) members; the Creditors Committee shall be
authorized, but not required, to select one (1) member who is reasonably
satisfactory to the Debtors and the Senior Lenders; one (1) member will be the
Chief Executive Officer of Reorganized AMF; and one (1) member will be the Chief
Financial Officer of

                                     -18-
<PAGE>

Reorganized AMF. At least two (2) Business Days prior to the commencement of the
Confirmation Hearing, the Debtors shall file with the Bankruptcy Court a
schedule setting forth the names of the persons to be appointed as the directors
of Reorganized AMF pursuant to this section 5.8. Fifteen (15) days prior to the
date of the Confirmation Hearing, Citibank, on behalf of the Senior Lenders, and
the Creditors Committee will designate in writing to the Debtors counsel the
respective members of the Board of Directors of Reorganized AMF whom they may be
entitled to designate pursuant to this section 5.8. The initial Board of
Directors of Reorganized AMF shall serve until the first annual meeting of the
holders of the New AMF Common Stock. Thereafter, the Board of Directors of
Reorganized AMF will be elected in accordance with the Amended Certificate of
Incorporation and Amended Bylaws and applicable nonbankruptcy law.

          (b)    The Board of Directors or other internal governing body, as
applicable, of each Reorganized Debtor other than Reorganized AMF shall continue
as in effect immediately prior to the Effective Date until removed or replaced
pursuant to applicable law or in accordance with such Reorganized Debtor's
corporate governance procedures.

          (c)    On the Effective Date, the officers of the Reorganized Debtors
shall be those officers in office immediately prior to the Effective Date.

          5.9.   Corporate Action.

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

          (b)    On the Effective Date, Reorganized AMF shall file the Amended
Certificate of Incorporation and an amended certificate of incorporation or
other appropriate organization documents for each of the Reorganized Debtors
(other than Reorganized AMF) with the applicable Secretary of State. Such
amended certificates of incorporation shall prohibit the issuance of nonvoting
equity securities, as required by sections 1123(a) and (b) of the Bankruptcy
Code, subject to further amendment as permitted by applicable law. The Amended
Bylaws shall be deemed adopted by the Board of Directors of Reorganized AMF as
of the Effective Date.

          5.10.  Dissolution of Certain Debtors.

          Each Debtor that is not a Reorganized Debtor as a result of a
Combination Transaction or otherwise shall cease to exist as a separate entity
without any other action being required to effect such dissolution as of the
Effective Date or the date of any such Combination Transaction (as applicable).

          5.11.  Authorization of Plan Securities.

          On the Effective Date, Reorganized AMF is authorized to issue the Plan
Securities in accordance with sections 6.4 and 6.5 hereof, and to issue the New
Common Stock issuable upon the exercise of the New Warrants, without the need
for any further corporate action. Reorganized AMF shall use its reasonable best
efforts to have the New AMF Notes rated by Moody's Investors Service, Inc. and
Standard & Poor's Ratings Group within ninety (90) days of the Effective Date.

                                     -19-
<PAGE>

          5.12.  Registration Rights Agreement.

          On the Effective Date, Reorganized AMF shall execute and deliver the
Registration Rights Agreement. Each holder of one million (1,000,000) or more
shares of the New AMF Common Stock will be entitled to participate in the
Registration Rights Agreement provided, that, such holder executes and delivers
to Reorganized AMF the Registration Rights Agreement no later than thirty (30)
days after the Effective Date.

     SECTION 6. DISTRIBUTIONS

          6.1.   Distribution Record Date.

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

          6.2.   Date of Distributions.

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

          6.3.   Satisfaction of Claims

          Unless otherwise provided herein, any distributions and deliveries to
be made on account of Allowed Claims hereunder shall be in complete settlement,
satisfaction and discharge of such Allowed Claims.

          6.4.   Distributions to Classes 2, 4, and 6.

          (a)    On the Effective Date, the Disbursing Agent shall distribute
the Senior Lender Distribution directly to, or issue in accordance with
instructions provided by, Citibank, as administrative agent under the Senior
Lender Agreements, for further distribution to individual holders of the Senior
Lender Claims in accordance with the Senior Lender Agreements.

          (b)    On the Initial Distribution Date, the Disbursing Agent shall
distribute the New Warrants allocable to Allowed Claims held by members of
Classes 4 and 6. For the purpose of calculating the amount of New Warrants to be
distributed to holders of Allowed Claims in Class 4 on the Initial Distribution
Date, all Disputed Claims in Class 4 will be treated as though such Claims will
be Allowed Claims in the amounts asserted or provided in the Estimation Order,
as applicable.

          (c)    As and to the extent it is determined that the amount of any
Disputed Claim exceeds the amount of such Claim that is ultimately Allowed, any
New Warrants reserved for issuance

                                     -20-
<PAGE>

for such Disputed Claim on account of such excess shall, pursuant to a Catch-up
Distribution, be issued and distributed pro rata to the other holders of Allowed
Claims in such class. The Disbursing Agent shall distribute to the holders of
Disputed Claims that become (in whole or in part) Allowed Claims in Classes 4 or
6 after the Effective Date New Warrants in an amount equal to the amount of the
New Warrants that would have been distributed as of such date to such holder in
respect of such Allowed Claim had it been an Allowed Claim on the Initial
Distribution Date. The Disbursing Agent shall have the right to determine, in
its reasonable, sole discretion, the timing of the distributions required to be
made pursuant to this paragraph.

          6.5.   Distribution to Class 5.

          On the Final Distribution Date, the Disbursing Agent shall distribute
the New Warrants that were reserved for issuance in the Tort Claims Reserve, pro
rata to the holders of Allowed Tort Claims, to the extent each holder's Tort
Claim is not an Insured Claim. Notwithstanding the value of individual Allowed
Tort Claims, in no event shall the Disbursing Agent or the Reorganized Debtors
distribute an aggregate amount of New Warrants to holders of Allowed Tort Claims
in excess of that which was reserved for issuance in the Tort Claims Reserve.

          That portion of each Allowed Tort Claim that is an Insured Claim shall
be paid solely and exclusively: (i) from the proceeds of insurance relating to
such Insured Claim as and when such proceeds are received; or (ii) by the
applicable insurance carrier.

          6.6.   De Minimis Distributions to Classes 4, 5 and 6.

          Notwithstanding anything herein to the contrary, neither the Debtors,
the Reorganized Debtors nor the Disbursing Agent shall have any obligation to
make a distribution to a holder of an Allowed Claim in Class 4, 5 or 6 if such
distribution otherwise would be less than one (1) New Warrant. The Debtors and
the Reorganized Debtors reserve the right to distribute to such holder such
other consideration as may be directed by the Bankruptcy Court and consented to
by the Senior Lender Steering Committee.

          6.7.   Disbursing Agent.

          All distributions under the Plan initially shall be made by the
Disbursing Agent on or after the Effective Date as provided herein. The
Disbursing Agent shall not be required to give any bond or surety or other
security for the performance of its duties unless otherwise ordered by the
Bankruptcy Court; and, in the event that the Disbursing Agent is so otherwise
ordered, all costs and expenses of procuring any such bond or surety shall be
borne by the Reorganized Debtors.

          6.8.   Rights and Powers of Disbursing Agent.

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

          (b)    Expenses Incurred on or After the Effective Date. Except as
otherwise ordered by the Bankruptcy Court, the amount of any reasonable fees and
expenses incurred by the Disbursing Agent on or after the Effective Date
(including, without limitation, taxes) and any reasonable

                                     -21-
<PAGE>

compensation and expense reimbursement claims (including, without limitation,
reasonable attorney and other professional fees and expenses) made by the
Disbursing Agent shall be paid in Cash by the Reorganized Debtors.

          6.9.   Surrender of Instruments.

          As a condition to receiving any distribution under the Plan, each
holder of a Claim represented by an instrument, other than a Senior Lender
Claim, including notes and certificates, must surrender such instrument held by
it to the Disbursing Agent or its designee accompanied by a letter of
transmittal substantially in the form set forth in the Plan Supplement. Any
holder that fails to (i) surrender such instrument or (ii) execute and deliver
an affidavit of loss and/or indemnity reasonably satisfactory to the Disbursing
Agent and furnish a bond in form, substance, and amount reasonably satisfactory
to the Disbursing Agent before the first anniversary of the Effective Date shall
be deemed to have forfeited all rights and Claims and may not participate in any
distribution under the Plan in respect of such Claim. Any distribution so
forfeited shall become the sole and exclusive property of Reorganized AMF.

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

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

          6.11.  Manner of Payment Under Plan of Reorganization.

          Except as specifically provided herein, at the option of the Debtors,
any Cash payment to be made hereunder may be made by a check or wire transfer or
as otherwise required or provided in applicable agreements.

          6.12.  Fractional Shares and Fractional Warrants.

          No fractional shares of New AMF Common Stock or fractional New
Warrants or Cash in lieu thereof shall be distributed. For purposes of
distribution, fractional shares of New AMF Common Stock or fractional New
Warrants shall be rounded down to the next whole number or zero, as applicable.
Neither the Debtors, the Reorganized Debtors nor the Disbursing Agent shall have
any obligation to make

                                     -22-
<PAGE>

a distribution that is less than one (1) New Warrant. Fractional shares or New
Warrants that are not distributed in accordance with the Plan shall be returned
to Reorganized AMF and cancelled.

          6.13.  Exemption from Securities Laws.

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

          6.14.  Setoffs.

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

          6.15.  Compromise of Controversies.

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

     SECTION 7. PROCEDURES FOR DISPUTED CLAIMS

          7.1.   Objections to Claims.

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

                                     -23-
<PAGE>

          7.2.   Payments and Distributions with Respect to Disputed Claims.

          (a)    General.  Notwithstanding any other provision hereof, if any
portion of a Claim (other than a Fee Claim) is a Disputed Claim, no payment or
distribution provided hereunder shall be made on account of such Claim unless
and until such Disputed Claim becomes an Allowed Claim.

          (b)    Tort Claims.  Any Tort Claim as to which a proof of claim was
timely filed in the Reorganization Cases shall be determined and liquidated in
accordance with any applicable ADR Procedures. Any Tort Claim determined and
liquidated pursuant to (i) the ADR Procedures, (ii) an Order of the Bankruptcy
Court, or (iii) applicable nonbankruptcy law, which determination shall no
longer be appealable or subject to review, shall be deemed, to the extent
applicable and subject to any provision in the ADR Procedures to the contrary,
an Allowed Claim in Class 5 in such liquidated amount and satisfied from the
Tort Claims Reserve in accordance with the Plan (provided, that, to the extent a
Tort Claim is an Allowed Insured Claim, such Allowed Claim shall be paid from
the insurance proceeds available to satisfy such liquidated amount). Nothing
contained in this section 7.2 shall constitute or be deemed a waiver of any
Claim, right, or cause of action that the Debtors may have against any person in
connection with or arising out of any Tort Claim, including, without limitation,
any rights under section 157(b) of title 28 of the United States Code.

          7.3.   Preservation of Insurance.

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

          7.4.   Distributions After Allowance.

          After such time as a Disputed Claim (other than a Tort Claim) becomes,
in whole or in part, an Allowed Claim, the Disbursing Agent shall distribute to
the holder thereof the distributions, if any, to which such holder is then
entitled under the Plan in accordance with the provisions hereof. In respect of
Disputed Claims (other than Tort Claims) such distributions shall be made prior
to or on the Final Distribution Date.

          7.5.   Estimations of Claims.

          The Reorganized Debtors shall seek an order or orders from the
Bankruptcy Court, which may be the Estimation Order: (i) estimating the maximum
dollar amount of Allowed and Disputed Claims, inclusive of contingent and/or
unliquidated Claims in a particular Class; (ii) determining and fixing the Tort
Claims Estimate; and (iii) as determined to be necessary by the Debtors, setting
the amount of any particular Claim for final allowance purposes pursuant to
sections 105 and 502(c) of the Bankruptcy Code. This estimate shall be used to
calculate and fix distributions to holders of Allowed Claims. Such a procedure
may also be utilized for Administrative Expense Claims and/or Priority Tax
Claims. Disputed Claims reserves, including, but not limited to, the Tort Claims
Reserve, shall be calculated for each category of Claims as to which estimates
are sought. The Debtors shall calculate the Unsecured Claim Total, the Ratable
Class 4 Portion, the Ratable Class 5 Portion and the Ratable Class 6 Portion
prior to the Initial Distribution Date.

          The Disbursing Agent shall not be obligated to physically
segregate and maintain separate accounts for reserves. Reserves may be merely
bookkeeping entries or accounting methodologies, which may be revised from time
to time, to enable the Disbursing Agent to determine: (i) available New
Warrants; (ii) reserves; and (iii) amounts to be paid to parties in interest.

                                     -24-
<PAGE>

          Until the New Warrants that are held in any of the Disputed Claims
reserves are distributed in accordance with the Plan, such securities shall be
authorized but not issued.

          7.6.   No Recourse.

                 Notwithstanding that the allowed amount of any particular
Disputed Claim is reconsidered under the applicable provisions of the Bankruptcy
Code and Bankruptcy Rules or is allowed in an amount for which after application
of the payment priorities established by this Plan there is insufficient value
to provide a recovery equal to that received by other holders of Allowed Claims
in the respective Class, no Claim holder shall have recourse against the
Disbursing Agent, the Debtors, the Creditors' Committee, the Senior Lenders, the
Reorganized Debtors, or any of their respective professional consultants,
attorneys, advisors, officers, directors or members or their successors or
assigns, or any of their respective property. However, nothing in the Plan shall
modify any right of a holder of a Claim under section 502(j) of the Bankruptcy
Code. THE BANKRUPTCY COURT'S ENTRY OF THE ESTIMATION ORDER MAY LIMIT THE
DISTRIBUTION TO BE MADE ON INDIVIDUAL DISPUTED CLAIMS, REGARDLESS OF THE AMOUNT
FINALLY ALLOWED ON ACCOUNT OF SUCH DISPUTED CLAIMS.

     SECTION 8. EXECUTORY CONTRACTS AND UNEXPIRED LEASES

          8.1.   General Treatment.

          (a)    All executory contracts and unexpired leases to which any of
the Debtors are a party are hereby rejected, except for any executory contracts
or unexpired leases that (i) have been assumed or rejected pursuant to Final
Order of the Bankruptcy Court, (ii) are designated, specifically or by category,
as a contract or lease to be assumed on the Schedule of Assumed Contracts and
Leases contained in the Plan Supplement, as such Schedule of Assumed Contracts
and Leases may be amended from time to time whether prior to or after the
Effective Date to include additional contracts and agreements, or (iii) are the
subject of a separate motion to assume or reject filed under section 365 of the
Bankruptcy Code by the Debtors filed prior to the Effective Date. For purposes
hereof, each executory contract and unexpired lease that relates to the use or
occupancy of real property, whether (i) listed on the Schedule of Assumed
Contracts and Leases, (ii) previously assumed or rejected pursuant to Final
Order of the Bankruptcy Court, or (iii) rejected herein, shall include
(a) modifications, amendments, supplements, restatements, or other agreements
made directly or indirectly by any agreement, instrument, or other document that
in any manner affects such executory contract or unexpired lease, and
(b) executory contracts or unexpired leases appurtenant to the premises,
excluding any non-competition and like agreements but including all easements,
licenses, permits, rights, privileges, immunities, options, rights of first
refusal, powers, uses, usufructs, reciprocal easement agreements, vault, tunnel
or bridge agreements or franchises, and any other interests in real estate or
rights in rem relating to such premises to the extent any of the foregoing are
executory contracts or unexpired leases, unless any of the foregoing agreements
are otherwise specifically assumed or rejected.

          (b)    Subject to section 8.2 of this Plan, the executory contracts
and unexpired leases on the Schedule of Assumed Contracts and Leases shall be
assumed by the respective Debtors as indicated on such Schedule. Except as may
otherwise be ordered by the Bankruptcy Court, the Debtors shall have the right
to cause any assumed executory contract or unexpired lease to vest in the
Reorganized Debtor designated for such purpose by the Debtors.

                                     -25-
<PAGE>

          8.2.   Cure of Defaults.

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

          8.3.   Rejection Claims.

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

          8.4.   Employment Agreement for the Chief Executive Officer of
Reorganized AMF.

          Reorganized AMF shall enter into the New Employment Agreement.

          8.5.   Survival of the Debtors' Corporate Indemnities.

          Any obligation of one or more of the Debtors, pursuant to their
corporate charters and bylaws or agreements entered into any time prior to the
Commencement Date, to indemnify a Representative with respect to all present and
future actions, suits, and proceedings against a Debtor or a Representative,
based upon any act or omission for or on behalf of a Debtor shall not be
discharged or impaired by confirmation or consummation of the Plan. Such
obligations shall be deemed and treated as executory contracts to be assumed by
the respective Debtor pursuant to the Plan, and shall continue as obligations of
the respective Reorganized Debtor.

     SECTION 9. CONDITIONS PRECEDENT TO CONFIRMATION

          9.1.   Condition Precedent.

          Confirmation of the Plan is subject to the Debtors obtaining a binding
commitment for the Exit Facility.

          9.2.   Waiver of Condition Precedent.

          The Debtors shall have the right to waive the condition set forth in
section 9.1 at any time without leave of or notice to the Bankruptcy Court and
without any formal action other than proceeding

                                     -26-
<PAGE>

with confirmation of the Plan, subject to the consent of the Senior Lender
Steering Committee, which consent shall not be unreasonably withheld.

     SECTION 10. CONDITIONS PRECEDENT TO THE EFFECTIVE DATE

          10.1.  Conditions Precedent.

                 The occurrence of the Effective Date is subject to:

          (a)    the Exit Facility being executed and delivered consistent with
section 5.3 hereof;

          (b)    the Confirmation Order becoming a Final Order;

          (c)    the Plan Documents to be entered into (rather than assumed) by
the Reorganized Debtors being entered and delivered;

          (d)    the Consolidation Order being entered; and

          (e)    the Reorganized Debtors having sufficient Cash on hand and/or a
financing commitment to make timely distributions under the Plan.

          10.2.  Waiver of Conditions Precedent.

          (a)    The Debtors shall have the right to waive the condition set
forth in section 10.1(b) at any time without leave of or notice to the
Bankruptcy Court and without any formal action other than proceeding with
consummation of the Plan, subject to the consent of the Senior Lender Steering
Committee, which consent shall not be unreasonably withheld. Further, the stay
of the Confirmation Order, pursuant to Bankruptcy Rule 3020(e) shall be deemed
waived by entry of the Confirmation Order.

          (b)    If the Debtors perform such a waiver and consummation, the
Debtors' waiver of this condition will benefit from the "mootness doctrine," and
the act of consummation of the Plan will foreclose any ability to challenge the
Plan in court. The failure to satisfy or waive a condition may be asserted by
the Debtors regardless of the circumstances that give rise to the failure of the
condition to be satisfied (including, without limitation, any act, action,
failure to act, or inaction by the Debtors). The failure of the Debtors to
assert the non-satisfaction of any conditions will not be deemed a waiver of any
other rights under the Plan, and each such right will be deemed an ongoing right
that may be asserted or waived at any time or from time to time.

     SECTION 11. EFFECT OF CONFIRMATION

          11.1.  Vesting of Assets.

          On the Effective Date, pursuant to sections 1141(b) and (c) of the
Bankruptcy Code, except for leases and executory contracts that have not yet
been assumed or rejected (which leases and contracts shall be deemed vested when
and if assumed), all property of the Estates shall vest in one or more of the
Reorganized Debtors free and clear of all Claims, liens, encumbrances, charges,
and other interests, except as provided herein. Except as may otherwise be
ordered by the Bankruptcy Court, the Debtors shall have the right to cause any
property of any Estate to vest in the Reorganized Debtor designated for such
purpose by the Debtors. The Reorganized Debtors may operate their businesses and
may use, acquire, and dispose of property free of any restrictions of the
Bankruptcy Code or the

                                     -27-
<PAGE>

Bankruptcy Rules and in all respects as if there were no
pending cases under any chapter or provision of the Bankruptcy Code, except as
provided herein.

          11.2.  Discharge of Claims and Termination of Equity Interests.

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

          11.3.  Discharge of Debtors.

          Upon the Effective Date and in consideration of the
distributions to be made hereunder, except as otherwise provided herein, each
holder (as well as any trustees and agents on behalf of each holder) of a Claim
or Equity Interest and any affiliate of such holder shall be deemed to have
forever waived, released, and discharged the Debtors, to the fullest extent
permitted by section 1141 of the Bankruptcy Code, of and from any and all
Claims, Equity Interests, rights, and liabilities that arose prior to the
Effective Date. Upon the Effective Date, all such persons shall be forever
precluded and enjoined, pursuant to sections 105, 524, 1141 of the Bankruptcy
Code, from prosecuting or asserting any such discharged Claim against or
terminated Equity Interest in the Debtors or Reorganized Debtors.

          11.4.  Term of Injunctions or Stays.

          Unless otherwise provided herein, all injunctions or stays arising
prior to the Confirmation Date in accordance with section 105 or 362 of the
Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, shall
remain in full force and effect until the Effective Date.

          11.5.  Injunction Against Interference With Plan.

                 Upon the entry of the Confirmation Order, all holders of Claims
and Equity Interests and other parties in interest, along with their respective
present or former affiliates, employees, agents, officers, directors, or
principals, shall be enjoined from taking any actions to interfere with the
implementation or consummation of the Plan of Reorganization.

          11.6.  Exculpation.

                 Except with respect to obligations under the Plan and/or the
Plan Documents, neither the Debtors, the Disbursing Agent, the Senior Lender
Steering Committee, the Creditors' Committee, nor any of their respective
members, officers, directors, employees, agents, or professionals, solely in
their capacity as such, shall have or incur any liability to any holder of any
Claim or Equity Interest for any act or omission in connection with, or arising
out of, the Reorganization Cases, the confirmation of the Plan of
Reorganization, the consummation of the Plan of Reorganization, or the
administration of the Plan of Reorganization or property to be distributed
pursuant to the Plan of Reorganization, except for willful misconduct,
recklessness or gross negligence.

                                     -28-
<PAGE>

          11.7.  Release of Claims.

          As of the Effective Date, each Debtor, Reorganized Debtor and Estate
hereby waives, releases and discharges its Representatives from any Claim
arising from the beginning of time through the Confirmation Date related to his
or her acts or omissions to act (including, but not limited to, any Claims
arising out of any alleged fiduciary or other duty). To the full extent
permitted by applicable law, each holder of a Claim (whether or not Allowed)
against or Equity Interest in a Debtor shall be enjoined from commencing or
continuing any action, employment of process or act to collect, offset or
recover and shall be deemed to release any Claim against a Representative
arising from the beginning of time through the Confirmation Date related to such
Representative's acts or omissions to act (including, but not limited to, any
claims arising out of any alleged fiduciary or other duty).

          11.8.  Injunction.

          Except as otherwise provided in the Plan or the Confirmation Order, as
of the Confirmation Date, but subject to the occurrence of the Effective Date,
all Persons who have held, hold or may hold Claims against or Equity Interests
in any of the Debtors or the Estates are, with respect to any such Claims or
Interests, permanently enjoined from and after the Confirmation Date from: (i)
commencing, conducting or continuing in any manner, directly or indirectly, any
suit, action or other proceeding of any kind (including, without limitation, any
proceeding in a judicial, arbitral, administrative or other forum) against or
affecting the Debtors, the Estates or the Reorganized Debtors or any of their
property, or any direct or indirect transferee of any property of, or direct or
indirect successor in interest to, any of the foregoing Persons, or any property
of any such transferee or successor; (ii) enforcing, levying, attaching
(including, without limitation, any pre-judgment attachment), collecting or
otherwise recovering by any manner or means, whether directly or indirectly, of
any judgment, award, decree or order against the Debtors, the Estates or the
Reorganized Debtors or any of their property, or any direct or indirect
transferee of any property of, or direct or indirect successor in interest to,
any of the foregoing Persons, or any property of any such transferee or
successor; (iii) creating, perfecting or otherwise enforcing in any manner,
directly or indirectly, any encumbrance of any kind against the Debtors, the
Estates or the Reorganized Debtors or any of their property, or any direct or
indirect transferee of any property of, or successor in interest to, any of the
foregoing Persons; (iv) asserting any right of setoff, subrogation, or
recoupment of any kind, directly or indirectly, against any obligation due the
Debtors, the Estates or the Reorganized Debtors, any of their property, or any
direct or indirect transferee of any property of, or successor in interest to,
any of the foregoing Persons; and (v) acting or proceeding in any manner, in any
place whatsoever, that does not conform to or comply with the provisions of the
Plan to the full extent permitted by applicable law. Nothing in this Plan should
be construed to preclude the United States from pursuing any regulatory or
police action against any Debtor, Reorganized Debtor, or any other party to the
extent not prohibited by the automatic stay of section 362 of the Bankruptcy
Code or discharged or enjoined pursuant to Sections 524 or 1141(d) of the
Bankruptcy Code or other applicable law.

          11.9.  Retention of Causes of Action/Reservation of Rights.

          (a)    Except as specifically provided herein, nothing contained in
the Plan or the Confirmation Order shall be deemed to be a waiver or the
relinquishment of any rights, Claims, or causes of action that the Debtors or
the Reorganized Debtors may have or which the Reorganized Debtors may choose to
assert on behalf of the Estates in accordance with any provision of the
Bankruptcy Code or any applicable nonbankruptcy law, including, without
limitation, (i) any and all Claims against any person or entity, to the extent
such person or entity asserts a crossclaim, counterclaim, and/or Claim for
setoff which seeks affirmative relief against the Debtors, the Reorganized
Debtors, their officers, directors, or

                                     -29-
<PAGE>

representatives, (ii) the avoidance of any transfer by or obligation of the
Estates or the Debtors or the recovery of the value of such transfer, or
(iii) the turnover of any property of the Estates.

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

     SECTION 12. RETENTION OF JURISDICTION

          On and after the Effective Date, the Bankruptcy Court shall
retain jurisdiction over all matters arising in, arising under, or related to
the Reorganization Cases for, among other things, the following purposes:

          (a)    To hear and determine applications for the assumption or
rejection of executory contracts or unexpired leases and the allowance of Claims
resulting therefrom.

          (b)    To determine any motion, adversary proceeding, avoidance
action, application, contested matter, and other litigated matter pending on or
commenced after the Confirmation Date.

          (c)    To ensure that distributions to holders of Allowed Claims are
accomplished as provided herein.

          (d)    To consider Claims or the allowance, classification, priority,
compromise, estimation, or payment of any Claim, Administrative Expense Claim,
or Equity Interest. (e) To enter, implement, or enforce such orders as may be
appropriate in the event the Confirmation Order is for any reason stayed,
reversed, revoked, modified, or vacated.

          (f)    To issue injunctions, enter and implement other orders, and
take such other actions as may be necessary or appropriate to restrain
interference by any person with the consummation, implementation, or enforcement
of the Plan of Reorganization, the Confirmation Order, or any other order of the
Bankruptcy Court.

          (g)    To hear and determine any application to modify the Plan in
accordance with section 1127 of the Bankruptcy Code, to remedy any defect or
omission or reconcile any inconsistency in the Plan, the Disclosure Statement,
or any order of the Bankruptcy Court, including the Confirmation Order, in such
a manner as may be necessary to carry out the purposes and effects thereof.

          (h)    To hear and determine all Fee Claims.

          (i)    To hear and determine disputes arising in connection with the
interpretation, implementation, or enforcement of the Plan, the Confirmation
Order, any transactions or payments contemplated hereby, or any agreement,
instrument, or other document governing or relating to any of the foregoing.

                                     -30-
<PAGE>

          (j)    To take any action and issue such orders as may be necessary to
construe, enforce, implement, execute, and consummate the Plan, including any
release or injunction provisions set forth herein, or to maintain the integrity
of the Plan following consummation.

          (k)    To determine such other matters and for such other purposes as
may be provided in the Confirmation Order.

          (l)    To hear and determine matters concerning state, local, and
federal taxes in accordance with sections 346, 505, and 1146 of the Bankruptcy
Code.

          (m)    To hear and determine any other matters related hereto and not
inconsistent with the Bankruptcy Code and title 28 of the United States Code.

          (n)    To enter a final decree closing the Reorganization Cases.

          (o)    To recover all assets of the Debtors and property of the
Estates, wherever located.

     SECTION 13. MISCELLANEOUS PROVISIONS

          13.1.  Exemption from Certain Transfer Taxes.

                 To the fullest extent permitted by applicable law, any transfer
or encumbrance of assets or any portion(s) of assets pursuant to, in furtherance
of, or in connection with the Plan shall constitute a "transfer under a plan"
within the purview of section 1146(c) of the Bankruptcy Code and shall not be
subject to transfer, stamp or similar taxes.

          13.2.  Retiree Benefits.

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

          13.3.  Critical Vendor and Other Payments.

          Notwithstanding the contents of the Schedules, Claims listed therein
as undisputed, liquidated and not contingent shall be reduced by the amount, if
any, that was paid by one or more of the Debtors pursuant to orders of the
Bankruptcy Court, including, but not limited to, that certain Order (A)
Authorizing the Debtors to Pay Certain Prepetition Obligations to Certain
Critical Vendors and Service Providers, (B) Establishing Procedures to Obtain
Property Held by Such Entities and (C) Granting Related Relief, dated July 3,
2001. To the extent such payments are not reflected in the Schedules, such
Schedules are hereby amended and reduced to reflect that such payments were
made. Nothing in this Plan shall preclude the Reorganized Debtors from paying
Claims that the Debtors were authorized to pay pursuant to any Final Order
entered by the Bankruptcy Court prior to the Confirmation Date.

                                     -31-
<PAGE>

          13.4.  Dissolution of Creditors' Committee.

          The Creditors' Committee shall dissolve on the Effective Date.

          13.5.  Substantial Consummation.

          On the Effective Date, the Plan shall be deemed to be substantially
consummated pursuant to sections 1101 and 1127(b) of the Bankruptcy Code.

          13.6.  Amendments.

          (a)    Plan of Reorganization Modifications. The Plan of
Reorganization may be amended, modified, or supplemented by the Debtors or the
Reorganized Debtors, with the prior consent of the Senior Lender Steering
Committee, which consent shall not be unreasonably withheld, in the manner
provided for by section 1127 of the Bankruptcy Code or as otherwise permitted by
law without additional disclosure pursuant to section 1125 of the Bankruptcy
Code, except as the Bankruptcy Court may otherwise direct. In addition, after
the Confirmation Date, so long as such action does not materially and adversely
affect the treatment of holders of Claims or Equity Interests pursuant to the
Plan, the Debtors may institute proceedings in the Bankruptcy Court to remedy
any defect or omission or reconcile any inconsistencies in the Plan of
Reorganization or the Confirmation Order, with respect to such matters as may be
necessary to carry out the purposes and effects of the Plan.

          (b)    Other Amendments.  Prior to the Effective Date, the Debtors may
make appropriate technical adjustments and modifications to the Plan without
further order or approval of the Bankruptcy Court, with the prior consent of the
Senior Lender Steering Committee, which consent shall not be unreasonably
withheld, provided that such technical adjustments and modifications do not
adversely affect in a material way the treatment of holders of Claims or Equity
Interests.

          13.7.  Revocation or Withdrawal of the Plan.

                 The Debtors reserve the right to revoke or withdraw the Plan
prior to the Effective Date. If the Debtors take such action, the Plan of
Reorganization shall be deemed null and void.

          13.8.  Cramdown.

          In the event a Class votes against the Plan, and the Plan is not
withdrawn as provided above, the Debtors reserve the right to effect a "cram
down" of the Plan pursuant to section 1129(b) of the Bankruptcy Code. Further,
to the extent necessary, the terms of this Plan may be modified by the Debtors
to reallocate value from all Classes at and below the level of the objecting
Class to all impaired senior Classes until such impaired senior Classes are paid
in accordance with the absolute priority rule of section 1129(b) of the
Bankruptcy Code. The Debtors may make such modifications or amendments to this
Plan, with the prior consent of the Senior Lender Steering Committee, and such
modifications or amendments shall be filed with the Bankruptcy Court and served
on all parties in interest entitled to receive notice of the hearing on the
confirmation of this Plan prior to such hearing. To the extent any Class is
deemed to reject the Plan by virtue of the treatment provided to such Class, the
Plan shall be "crammed down" on the claimants within such Class pursuant to
section 1129(b) of the Bankruptcy Code.

                                     -32-
<PAGE>

          13.9.  Confirmation Order.

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

          13.10. Severability.

          If, prior to the entry of the Confirmation Order, any term or
provision of the Plan is held by the Bankruptcy Court to be invalid, void, or
unenforceable, the Bankruptcy Court, at the request of the Debtors, shall have
the power to alter and interpret such term or provision to make it valid or
enforceable to the maximum extent practicable, consistent with the original
purpose of the term or provision held to be invalid, void, or unenforceable, and
such term or provision shall then be applicable as altered or interpreted.
Notwithstanding any such holding, alteration, or interpretation, the remainder
of the terms and provisions of the Plan will remain in full force and effect and
will in no way be affected, impaired, or invalidated by such holding,
alteration, or interpretation. The Confirmation Order shall constitute a
judicial determination and shall provide that each term and provision of the
Plan, as it may have been altered or interpreted in accordance with the
foregoing, is valid and enforceable pursuant to its terms.

          13.11.   Governing Law.

          Except to the extent that the Bankruptcy Code or other federal law is
applicable, or to the extent an Exhibit hereto or a Plan Document provides
otherwise, the rights, duties, and obligations arising under the Plan and the
Plan Documents shall be governed by, and construed and enforced in accordance
with, the laws of the State of New York, without giving effect to the principles
of conflict of laws thereof.

          13.12. Time.

          In computing any period of time prescribed or allowed by the Plan,
unless otherwise set forth herein or determined by the Bankruptcy Court, the
provisions of Bankruptcy Rule 9006 shall apply.

          13.13.  Notices.

          All notices, requests, and demands to or upon the Debtors or the
Reorganized Debtors to be effective shall be in writing (including by facsimile
transmission) and, unless otherwise provided herein, shall be deemed to have
been duly given or made when only actually delivered or, in the case of notice
by facsimile transmission, when received and telephonically confirmed, addressed
as follows:

                           AMF Bowling Worldwide, Inc.
                           8100 AMF Drive
                           Mechanicsville, Virginia 23111
                           Attn:  Christopher Caesar
                           Senior Vice President,
                           Chief Financial Officer and Treasurer
                           Telephone:  (804) 730-4400
                           Telecopier:  (804) 559-6276

                                     -33-
<PAGE>

                         - and -

                Willkie Farr & Gallagher
                787 Seventh Avenue
                New York, New York 10019-6099
                Attn: Marc Abrams, Esq.
                Telephone:  (212) 728-8000
                Telecopier: (212) 728-8111

                         - and -

                McGuireWoods LLP
                One James Center
                901 East Cary Street
                Richmond, Virginia 23219
                Attn: Dion Hayes, Esq.
                Telephone:  (804) 775-1000
                Telecopier: (804) 775-1061

Dated: Richmond, Virginia
       November 7, 2001

                         Respectfully submitted,

                         AMF BOWLING WORLDWIDE, INC.

                         By: /s/ Christopher F. Caesar
                             --------------------------------------------
                             Christopher F. Caesar,
                             Chief Financial Officer, Senior Vice President and
                             Treasurer

                         AMF GROUP HOLDINGS INC.

                         By: /s/ Christopher F. Caesar
                             --------------------------------------------
                             Christopher F. Caesar,
                             Chief Financial Officer, Senior Vice President and
                             Treasurer

                         AMF BOWLING HOLDINGS INC.

                         By: /s/ Christopher F. Caesar
                             --------------------------------------------
                             Christopher F. Caesar,
                             President, Assistant Secretary and Treasurer

                                     -34-
<PAGE>

                         AMF BOWLING PRODUCTS, INC.

                         By: /s/ Christopher F. Caesar
                             --------------------------------------------
                             Christopher F. Caesar,
                             Senior Vice President, Assistant Secretary and
                             Treasurer

                         AMF BOWLING CENTERS HOLDINGS INC.

                         By: /s/ Christopher F. Caesar
                             --------------------------------------------
                             Christopher F. Caesar,
                             President, Assistant Secretary and Treasurer

                         AMF WORLDWIDE BOWLING CENTERS
                         HOLDINGS INC.

                         By: /s/ Christopher F. Caesar
                             --------------------------------------------
                             Christopher F. Caesar,
                             President, Assistant Secretary and Treasurer

                         AMF BOWLING CENTERS, INC.

                         By: /s/ Christopher F. Caesar
                             --------------------------------------------
                             Christopher F. Caesar,
                             President, Assistant Secretary and Treasurer

                         AMF BEVERAGE COMPANY OF OREGON, INC.

                         By: /s/ Christopher F. Caesar
                             --------------------------------------------
                             Christopher F. Caesar,
                             President, Assistant Secretary and Treasurer

                         AMF BEVERAGE COMPANY OF W. VA., INC.

                         By: /s/ Christopher F. Caesar
                             --------------------------------------------
                             Christopher F. Caesar,
                             President, Assistant Secretary and Treasurer

                         BUSH RIVER CORPORATION

                         By: /s/ Christopher F. Caesar
                             --------------------------------------------
                             Christopher F. Caesar
                             President, Assistant Secretary and Treasurer

                                     -35-
<PAGE>

                         KING LOUIE LENEXA, INC.

                         By: /s/ Christopher F. Caesar
                             --------------------------------------------
                             Christopher F. Caesar,
                             President, Assistant Secretary and Treasurer

                         300, INC.

                         By: /s/ Christopher F. Caesar
                             --------------------------------------------
                             Christopher F. Caesar,
                             Authorized Person

                         AMERICAN RECREATION CENTERS, INC.

                         By: /s/ Christopher F. Caesar
                             --------------------------------------------
                             Christopher F. Caesar,
                             President, Assistant Secretary and Treasurer

                         MICHAEL JORDAN GOLF COMPANY, INC.

                         By: /s/ Christopher F. Caesar
                             --------------------------------------------
                             Christopher F. Caesar,
                             President, Assistant Secretary and Treasurer

                         MJG - O'HARE, INC.

                         By: /s/ Christopher F. Caesar
                             --------------------------------------------
                             Christopher F. Caesar,
                             President, Assistant Secretary and Treasurer

                         AMF BOWLING CENTERS (AUST.)
                         INTERNATIONAL INC.

                         By: /s/ Christopher F. Caesar
                             --------------------------------------------
                             Christopher F. Caesar,
                             President, Assistant Secretary and Treasurer

                         AMF BOWLING CENTERS (HONG KONG)
                         INTERNATIONAL INC.

                         By: /s/ Christopher F. Caesar
                             --------------------------------------------
                             Christopher F. Caesar,
                             President, Assistant Secretary and Treasurer

                                     -36-
<PAGE>

                             AMF BOWLING CENTERS INTERNATIONAL INC.

                             By: /s/ Christopher F. Caesar
                                 --------------------------------------------
                                 Christopher F. Caesar,
                                 President, Assistant Secretary and Treasurer


                             AMF BCO-UK ONE, INC.

                             By: /s/ Christopher F. Caesar
                                 --------------------------------------------
                                 Christopher F. Caesar,
                                 President, Assistant Secretary and Treasurer


                             AMF BCO-UK TWO, INC.

                             By: /s/ Christopher F. Caesar
                                 --------------------------------------------
                                 Christopher F. Caesar,
                                 President, Assistant Secretary and Treasurer


                             AMF BCO-FRANCE ONE, INC.

                             By: /s/ Christopher F. Caesar
                                 --------------------------------------------
                                 Christopher F. Caesar,
                                 President, Assistant Secretary and Treasurer


                             AMF BCO-FRANCE TWO, INC.

                             By: /s/ Christopher F. Caesar
                                 --------------------------------------------
                                 Christopher F. Caesar,
                                 President, Assistant Secretary and Treasurer


                             AMF BOWLING CENTERS SPAIN INC.

                             By: /s/ Christopher F. Caesar
                                 --------------------------------------------
                                 Christopher F. Caesar,
                                 President and Managing Director


                             AMF BOWLING MEXICO HOLDINGS, INC.

                             By: /s/ Christopher F. Caesar
                                 --------------------------------------------
                                 Christopher F. Caesar,
                                 President, Assistant Secretary and Treasurer

                                     -37-
<PAGE>

                             BOLICHES AMF, INC.

                             By: /s/ Christopher F. Caesar
                                 --------------------------------------------
                                 Christopher F. Caesar,
                                 President, Assistant Secretary and Treasurer

MCGUIREWOODS LLP
Co-counsel for Debtors and
  Debtors in Possession
One James Center
901 East Cary Street
Richmond, Virginia 23219
(804) 775-1000

By: /s/ Dion Hayes
    ------------------------
     Dion Hayes (VSB# 34304)
     A Member of the Firm

          -and-

WILLKIE FARR & GALLAGHER
Co-counsel for Debtors and
  Debtors in Possession
787 Seventh Avenue
New York, New York 10019-6099
(212) 728-8000

By: /s/ Marc Abrams
    ------------------------
     Marc Abrams
     A Member of the Firm

                                      -38
<PAGE>

                                   EXHIBIT A


                              REORGANIZED DEBTORS

AMF Bowling Worldwide, Inc.
AMF Bowling Products, Inc.
AMF Bowling Centers Holdings Inc.
AMF Bowling Centers, Inc.
AMF Beverage Company of Oregon, Inc.
AMF Beverage Company of W. Va., Inc.
Bush River Corporation
King Louie Lenexa, Inc.
300, Inc.
American Recreation Centers, Inc.
Michael Jordan Golf Company, Inc.
MJG - O'Hare, Inc.
AMF Bowling Centers (Aust.) International Inc.
AMF Bowling Centers (Hong Kong) International Inc.
AMF Bowling Centers International Inc.
AMF Bowling Centers Spain Inc.
<PAGE>

                                   EXHIBIT B

                  DOCUMENTS CONTAINED WITHIN PLAN SUPPLEMENT

1.  The Amended Bylaws

2.  The Amended Certificate of Incorporation

3.  The New Senior Subordinated Note Indenture

4.  The Form of New AMF Note

5.  The Registration Rights Agreement

6.  The New Warrant Agreement

7.  The Form of New Warrant

8.  The Commitment Letter for the Exit Facility

9.  The New Employment Agreement

10. The New Management Incentive Plan

11. The Form of the Other Secured Note

12. The Form of the Other Secured Claim Loan Agreement

13. The Form of Letter of Transmittal for Surrender of Instruments

14. The Schedule of Assumed Contracts and Leases

15. The Schedule of Combination Transactions

16. The Debtors' Form 10-Q Relating to the Periods Ended September 30, 2001