AMF BOWLING WORLDWIDE INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>

<PAGE>

                                                                    Exhibit 10.1


                                AMENDMENT NO. 1
                                      TO
                 FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

          AMENDMENT NO. 1 dated as of August 14, 2000 (this "Amendment"), to
                                                             ---------
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 14, 1999 (the
"Credit Agreement"), each among AMF BOWLING WORLDWIDE, INC. (formerly known as
 ----------------
AMF Group Inc.), a Delaware corporation (the "Borrower"), the banks, financial
                                              --------
institutions and other institutional lenders parties to the Credit Agreement
(collectively, the "Lenders"), GOLDMAN SACHS CREDIT PARTNERS L.P. ("Goldman")
                    -------                                         -------
and CITICORP SECURITIES, INC., as arrangers (the "Arrangers"), GOLDMAN, as
                                                  ---------
syndication agent (together with any successor appointed pursuant to Article VII
of the Credit Agreement, the "Syndication Agent"), CITIBANK, N.A., as
                              -----------------
administrative agent (together with any successor appointed pursuant to Article
VII of the Credit Agreement, the "Administrative Agent"), and CITICORP USA,
                                  --------------------
INC., as collateral agent (together with any successor appointed pursuant to
Article VII of the Credit Agreement, the "Collateral Agent").
                                          ----------------

                            PRELIMINARY STATEMENTS:

          (1)  Capitalized terms not otherwise defined in this Amendment have
the same meanings as specified in the Credit Agreement.

          (2)  As of the date hereof the aggregate outstanding Advances under
the Credit Agreement are as follows: (a) $56,250,000 of Term Loan Advances; (b)
$181,750,000 of AXELs Series A Advances; (c) $131,373,250 of AXELs Series B
Advances; (d) $216,000,000 of Working Capital Advances; and (e) $3,098,786 of
Letter of Credit Advances.

          (3)  The Borrower has requested (i) to permanently terminate a portion
of the Unused Working Capital Commitments and (ii) that the Lenders waive
compliance with Section 5.04 of the Credit Agreement as hereinafter set forth.

          (4)  In order to conserve cash on hand and to enhance its liquidity,
the Borrower has determined that it will not make the September 15, 2000
interest payment due on the Senior Subordinated Notes.

          (5)  The Required Lenders are, on the terms and conditions stated
below, willing to grant the request of the Borrower, and the Borrower and the
Required Lenders have agreed to amend the Credit Agreement as hereinafter set
forth.

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

          SECTION 1.  Termination of Working Capital Commitments.  The Borrower
                      ------------------------------------------
hereby irrevocably elects (a) as of the Closing Date to permanently terminate an
aggregate of
<PAGE>

                                       2

$88,000,000 of the Unused Working Capital Commitments pursuant to Section
2.05(a) of the Credit Agreement and (b) to permanently terminate an aggregate of
$12,000,000 of the Unused Working Capital Commitment pursuant to Section 2.05(a)
of the Credit Agreement as follows: $4,000,000 on each of October 31, 2000,
November 30, 2000 and December 31, 2000.

          SECTION 2.  Waiver of Section 5.04 of the Credit Agreement.
                      ----------------------------------------------
Compliance with the financial covenants set forth in Section 5.04 of the Credit
Agreement is, effective as of the date hereof and subject to the satisfaction of
the conditions precedent set forth in Section 8 of this Amendment, hereby waived
solely for the period from the effective date hereof through December 31, 2000.

          SECTION 3.  League Prize Money Escrow.  Notwithstanding anything to
                      -------------------------
the contrary contained in any Loan Document, any Prize Funds (as hereinafter
defined) deposited with a Loan Party by the bowling leagues or bowlers who are
participating in bowling leagues or bowling tournaments ("Participants") are not
                                                          ------------
subject to the lien of any Collateral Document.  Prize Funds shall mean any
funds that are collected by a Loan Party from Participants, held on behalf of
Participants during the term of the league or tournaments as a courtesy and
returned to Participants at the end of the league or the tournament, but shall
not include payments for bowling or other services sold by the Loan Party.  Each
Loan Party shall maintain accurate accounts of all Prize Funds.  In order to
protect the integrity of Prize Funds, the Loan Parties may establish and
maintain escrow or trust accounts (the "League Accounts") with banks or trust
                                        ---------------
companies acceptable to the Collateral Agent (the "League Trustee") for the
                                                   --------------
benefit of Participants with whom the Loan Party has an agreement in the form
attached as Exhibit A to this Amendment, or such other form of agreement as may
be customarily used by a Loan Party (a "League Agreement").  The Loan Parties
will use their best efforts to establish escrow or trust accounts and to deposit
Prize Funds promptly into such escrow or trust accounts.  For the avoidance of
doubt, Prize Funds held in escrow or trust accounts shall not be Collateral
subject to the lien of any Collateral Document.  Promptly following the
establishment of the League Account, the Borrower shall deliver a copy of any
agreement entered into by a Loan Party with the League Trustee with respect to
the League Account or the administration of amounts on deposit thereto.

          SECTION 4.  Amendment to Section 5.01(n) of the Credit Agreement.
                      ----------------------------------------------------
Section 5.01(n) of the Credit Agreement is, effective as of the date hereof and
subject to the satisfaction of the conditions precedent set forth in Section 8
of this Amendment, hereby amended by deleting such Section 5.01(n) in its
entirety and substituting therefore the following:

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

                (i)  within 10 days after such request, formation or
                acquisition, cause each such Subsidiary (including, without
                limitation, any Foreign Subsidiary), and cause each direct and
                indirect parent (other than the Borrower) of such Subsidiary (if
                it has not already done so), to duly
<PAGE>

                                       3

                execute and deliver to the Collateral Agent a guaranty, in form
                and substance satisfactory to the Collateral Agent, guaranteeing
                the other Loan Parties' Obligations under the Loan Documents,

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

                (iii)  within 15 days after such request, formation or
                acquisition, duly execute and deliver, and cause each such
                Subsidiary and each direct and indirect parent of such
                Subsidiary (if it has not already done so) to duly execute and
                deliver, to the Collateral Agent mortgages, pledges, assignments
                and other security agreements, as specified by and in form and
                substance satisfactory to the Collateral Agent, securing payment
                of all the Obligations of the Borrower, such Subsidiary or such
                parent, as the case may be, under the Loan Documents and
                constituting Liens on all such properties; provided that with
                                                           --------
                respect to any leasehold, the Borrower shall use, and shall
                cause its Subsidiaries to use, best efforts to acquire such
                leasehold in a way such that consent of the landlord thereof
                shall not be required in connection with the mortgaging thereof;
                provided further, however, that such leasehold shall not be
                -------- -------  -------
                required to be mortgaged if, after the applicable Loan Party has
                used its best efforts as set forth in the immediately preceding
                proviso and to obtain landlord consents to the extent required
                by Section 5.01(p), such Loan Party is unable to obtain such
                consent,

                (iv)   within 15 days after such request, formation or
                acquisition, take, and cause such Subsidiary or such parent to
                take, whatever action (including, without limitation, the
                recording of mortgages, the filing of Uniform Commercial Code
                financing statements, the giving of notices and the endorsement
                of notices on title documents) may be necessary or advisable in
                the opinion of the Collateral Agent to vest in the Collateral
                Agent (or in any representative of the Collateral Agent
                designated by it) valid and subsisting Liens on the properties
                purported to be subject to the mortgages, pledges, assignments
                and security agreements delivered pursuant to this Section
                5.01(n), enforceable against all third parties in accordance
                with their terms,

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

                                       4

                their terms and as to such other matters as the Collateral Agent
                may reasonably request,

                (vi)    as promptly as practicable after such request, formation
                or acquisition, deliver, upon the request of the Collateral
                Agent in its sole discretion, to the Collateral Agent (x) with
                respect to each parcel of real property owned or held by the
                entity (including, without limitation, any Foreign Subsidiary)
                that is the subject of such request, formation or acquisition
                and on which a manufacturing facility is located, surveys and
                engineering, soils and other reports meeting the criteria
                specified in Section 3.01(p)(ix)(C) or (D), as the case may be,
                Mortgage Policies and an environmental assessment report meeting
                the criteria specified in Section 3.01(p)(xv) and (y) with
                respect to each other parcel of real property owned by the
                entity that is the subject of such request, formation or
                acquisition, title reports meeting the criteria specified in
                Section 3.01(p)(ix)(B), provided, however, that to the extent
                                        --------  -------
                that the Borrower or any of its Subsidiaries shall have
                otherwise received any of the foregoing items with respect to
                such real property, such items shall promptly after the receipt
                thereof be delivered to the Collateral Agent,

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

                (viii)  within 10 days after such request, acquisition or
                formation, with respect to each Pledged Account (as defined in
                the Security Agreement), (A) enter into a Blocked Account Letter
                (as defined in the Security Agreement) with the Pledged Account
                Bank (as defined in the Security Agreement) with which such
                Pledged Account is maintained, (B) direct each Obligor (if not
                previously so directed) to make all payments to a Blocked
                Account, a Pledged Account or the Cash Collateral Account and
                (C) on each day (or, if such day shall not be a Business Day, on
                the next succeeding Business Day), deposit all cash receipts and
                all proceeds of Collateral and all other amounts received by it
                on such day, other than petty cash required for the operation of
                the Grantor's bowling centers (including, without limitation,
                cash necessary to be paid to vendors of alcoholic beverages),
                into a Blocked Account, a Pledged Account or the Cash Collateral
                Account, and
<PAGE>

                                       5

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

     Nothing contained in this Section 5.01(n) shall apply to stock or assets of
     any Foreign Subsidiary to the extent that as a result thereof, material
     adverse tax consequences shall be suffered by the Borrower or its
     Subsidiaries."


          SECTION 5.  Amendment to Section 5.01 of the Credit Agreement.  A new
                      -------------------------------------------------
Section 5.01(v) shall be added to the Credit Agreement, effective as of the date
hereof and subject to the satisfaction of the conditions precedent set forth in
Section 8 of this Amendment, as follows:

          "(v)  Restructuring Plan.  Deliver, on or before September 30, 2000, a
                ------------------
plan to restructure the Debt of the Borrower and its Affiliates, and a timeline
for the implementation of such plan (the "Restructuring Plan").  The
                                          ------------------
Restructuring Plan shall be in form and substance satisfactory to the Required
Lenders, in their sole discretion, on or before October 15, 2000."

          SECTION 6.  Amendment to Section 6.01(c) of the Credit Agreement.
                      ----------------------------------------------------
Section 6.01(c) of the Credit Agreement is, effective as of the date hereof and
subject to the satisfaction of the conditions precedent set forth in Section 8
of the Amendment hereby amended by deleting such Section 6.01(c) in its entirety
and substituting therefore the following:

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

          SECTION 7.  Borrower's Agreement.  In order to conserve cash on hand
                      --------------------
and to enhance its liquidity, the Borrower hereby irrevocably agrees that it
will not make the September 15, 2000 interest payment due on the Senior
Subordinated Notes.  The Lenders hereby agree to waive the Default that will
arise under Section 6.01(e) as a result of the failure to make such interest
payment; provided however, that if any other creditor of the Borrower or any of
         -------- -------
its Affiliates commences the exercise of remedies, including, without
limitation, acceleration of such Debt, as a result of such failure to make
payment, this waiver shall be of no force or effect.

          SECTION 8.  Conditions of Effectiveness.  This Amendment shall become
                      ---------------------------
effective as of the date first above written when, and only when, the following
conditions precedent have been satisfied:

          (i)  on or before 12:00 noon (New York City time) on August 14, 2000
     or such later date as the Administrative Agent and the Borrower shall agree
     (the "Closing Date"), the Administrative Agent shall have received
           ------------
     counterparts of (i) this Amendment executed by the Required Lenders or, as
     to any of the Lenders, advice satisfactory to the Administrative Agent that
     such Required Lender has executed this Amendment and (ii) the Consent
     attached hereto executed by each Loan Party (other than the Borrower); and
<PAGE>

                                       6

          (ii)   (A) an amendment fee for the account of each Lender that
     approves this Amendment in an amount equal to 0.25% of such Lender's
     aggregate Commitments (prior to giving effect to any change in such
     Lender's aggregate Commitments to be effected in connection herewith
     pursuant to Section 1 of this Amendment) shall have been received by the
     Administrative Agent for the account of the Lenders executing this
     Amendment on or prior to the Closing Date, and (B) the fees set forth in
     the fee letter dated as of August 14, 2000 between the Borrower and the
     Agents shall have been received by the Administrative Agent for the benefit
     of the Agents on or prior to the Closing Date, and

          (iii)  the fees and expenses of counsel to the Agents previously
     accrued and invoiced has been received by counsel to the Agents on or prior
     to the Closing Date.

The effectiveness of this Amendment is conditioned upon the accuracy of the
factual matters described herein.  This Amendment is subject to the provisions
of Section 8.01 of the Existing Credit Agreement.

          SECTION 9.  Representations and Warranties of the Borrower.  The
                      ----------------------------------------------
Borrower represents and warrants as follows:

          (a)  as of the date hereof the aggregate Advances outstanding under
     the Credit Agreement are accurately set forth in the Preliminary Statements
     to this Amendment;

          (b)  the representations and warranties contained in each Loan
     Document are correct on and as of the date hereof, as though made on and as
     of the date hereof, other than any such representations or warranties that
     by their terms, refer to a specific date, in which case, as of such
     specific date; and

          (c)  no Default has occurred and is continuing under the Existing
     Credit Agreement, or would result after giving effect to this Amendment.

          SECTION 10.  Reference to and Effect on the Credit Agreement and the
                       -------------------------------------------------------
other Loan Documents.  (a)  On and after the effectiveness of this Amendment,
--------------------
each reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof" or words of like import referring to the Credit Agreement, and each
reference in the Notes and each of the other Loan Documents to "the Credit
Agreement", "thereunder", "thereof" or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement, as
amended and restated by this Amendment.

          (b)  The Credit Agreement, the Notes and each of the other Loan
Documents, as specifically amended by this Amendment, and except to the extent
of the waiver specifically provided above, are and shall continue to be in full
force and effect and are hereby in all respects ratified and confirmed.  Without
limiting the generality of the foregoing, the Collateral Documents and all of
the Collateral described therein do and shall continue to secure the payment of
all Obligations of the Loan Parties under the Loan Documents, in each case as
amended by this Amendment and the Fourth Mortgage Amendments (as defined in the
Fourth Amended and Restated Credit Agreement), if any.
<PAGE>

                                       7

          (c)  The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.

          SECTION 11.  Costs and Expenses.  The Borrower agrees to pay on demand
                       ------------------
all costs and expenses of the Agents in connection with the preparation,
execution, delivery and administration, modification and amendment of this
Amendment and the other instruments and documents to be delivered hereunder
(including, without limitation, the reasonable fees and expenses of counsel for
the Agents) in accordance with the terms of Section 8.04 of the Credit
Agreement.

          SECTION 12.  Execution in Counterparts.  This Amendment may be
                       -------------------------
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.

          SECTION 13.  Governing Law.  This Amendment shall be governed by, and
                       -------------
construed in accordance with, the laws of the State of New York.

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


                              AMF BOWLING WORLDWIDE, INC.


                              By /s/ Stephen E. Hare
                                 ---------------------------------
                                 Title: CFO


                              GOLDMAN SACHS CREDIT PARTNERS L.P.,
                                    as Syndication Agent


                              By  /s/ Elizabeth Fischer
                                 ---------------------------------
                                 Title:  Authorized Signatory
<PAGE>

                                       8

                              CITIBANK, N.A., as Administrative Agent


                              By /s/ Robert Cotton
                                 ---------------------------------
                                 Title: Vice President


                              CITICORP USA, INC., as Collateral Agent


                              By /s/ Robert Cotton
                                 ---------------------------------
                                 Title: Vice President
<PAGE>

                              Lenders

                              GOLDMAN SACHS CREDIT PARTNERS L.P.


                              By /s/ Elizabeth Fischer
                                 ----------------------------------------
                                 Title: Authorized Signatory


                              CITICORP USA, INC.


                              By  /s/ Robert Cotton
                                 ----------------------------------------
                                 Title: Vice President


                              ABN AMRO BANK N.V.


                              By /s/ Steven Wimpenny
                                 ----------------------------------------
                                 Title: Group Senior Vice President

                              By /s/ William J. Teresky, Jr.
                                 ----------------------------------------
                                 Title: Vice President


                              AERIES FINANCE LTD.

                              By: INVESCO Senior Secured Management, Inc.
                                  as Sub-Managing Agent

                              By /s/ Anne M. McCarthy
                                 ----------------------------------------
                                 Title: Authorized Signatory


                              ALLSTATE LIFE INSURANCE COMPANY

                              By /s/ Jerry D. Zinkula
                                 ----------------------------------------
                                 Title: Authorized Signatory

                              By /s/ Charles D. Mires
                                 ----------------------------------------
                                 Title: Authorized Signatory
<PAGE>

                              AMARA - 2 FINANCE LTD.


                              By /s/ Anne McCarthy
                                 ---------------------------------
                                 Title: Authorized Signatory


                              AVENUE SPECIAL SITUATIONS FUND, L.P.


                              By /s/ Illegible
                                 ---------------------------------
                                 Title: Manager


                              THE BANK OF NOVA SCOTIA


                              By /s/ Todd S. Meller
                                 ---------------------------------
                                 Title: Managing Director


                              BANK OF SCOTLAND


                              By /s/ Joseph Fratus
                                 ---------------------------------
                                 Title: Vice President


                              BHF-BANK AKTIENGESELLSCHAFT


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

                              By
                                 ---------------------------------
                                 Title:
<PAGE>

                              BALANCED HIGH-YIELD FUND I LTD

                              By:   BHF-Bank Aktiengesellschaft acting through
                                    its New York Branch, as attorney-in-fact


                                    By /s/ Illegible
                                       ----------------------------
                                       Title: Vice President

                                    By /s/ Illegible
                                       ----------------------------
                                       Title: Managing Director


                              CAPTIVA FINANCE LTD.


                              By /s/ David Dyer
                                 ---------------------------------
                                 Title: Director


                              COMERICA BANK


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


                              Credit Industriel Et Commercial

                              By /s/ Brian O'Leary
                                 ---------------------------------
                                 Title: Vice President

                              By /s/ Marcus Edward
                                 ---------------------------------
                                 Title: Vice President
<PAGE>

                              COMMERCIAL LOAN FUNDING TRUST I

                              By:   Lehman Commercial Paper Inc.,
                                    not in its individual capacity but solely
                                    as Administrative Agent


                                    By /s/ Michele Swanson
                                        ---------------------------------
                                       Title: Authorized Signatory


                              CREDIT AGRICOLE INDOSUEZ


                              By ________________________________________
                                 Title:


                              DELANO COMPANY

                              By:   Pacific Investment Management Company, as
                                    its Investment Advisor


                                    By /s/ Mohan V. Phansalkar
                                        ---------------------------------
                                       Title: Senior Vice President


                              DK ACQUISITION PARTNERS, LP


                              By /s/ Illegible
                                 ----------------------------------------
                                 Title: General Partner


                              DRESDNER BANK AG, NEW YORK AND
                              GRAND CAYMAN BRANCHES


                              By /s/ Ben Marzouk
                                 ----------------------------------------
                                 Title: Vice President

                              By /s/ Illegible
                                 ----------------------------------------
                                 Title: Assistant Vice President
<PAGE>

                              EVEREST CAPITAL MASTER FUND L.P.


                              By _________________________________
                                 Title:

                              AMF Debt Investors, LLC, by
                              FARALLON CAPITAL MANAGEMENT, LLC


                              By /s/ Illegible
                                 ---------------------------------
                                 Title: Managing Member


                              FERNWOOD ASSOCIATES, L.P.


                              By /s/ Illegible
                                 ---------------------------------
                                 Title: Gen. Partner


                              FERNWOOD RESTRUCTURINGS, LTD.


                              By /s/ Illegible
                                ---------------------------------
                                 Title:


                              FOOTHILL CAPITAL CORPORATION


                              By /s/ Dan R. Ascher
                                ---------------------------------
                                 Title: Sr. Vice President


                              FRANKLIN FLOATING RATE TRUST


                              By /s/ Chauncey Lufkin
                                ---------------------------------
                                 Title: Vice President
<PAGE>

                              GENERAL ELECTRIC CAPITAL
                              CORPORATION


                              By _________________________________
                                 Title:


                              GSC PARTNERS CDO FUND LTD.


                              By _________________________________
                                 Title:


                              IMPERIAL BANK


                              By _________________________________
                                 Title:


                              KZH CNC LLC


                              By /s/ Peter Chin
                                 ---------------------------------
                                 Title: Authorized Agent


                              HSBC BANK USA


                              By _________________________________
                                 Title:


                              LIBERTY - STEIN ROE ADVISOR FLOATING RATE
                              ADVANTAGE FUND


                              By /s/ James R. Fellows
                                 --------------------------------
                                 Title: Sr. Vice President &
                                        Portfolio Manager
<PAGE>

                              HSBC Bank USA (formerly Marine Midland Bank)


                              By /s/ Christopher F. French
                                 ---------------------------------
                                 Title: Authorized Signatory


                              MERITA BANK PLC, NEW YORK BRANCH


                              By _________________________________
                                 Title:

                              By _________________________________
                                 Title:


                              MERRILL LYNCH PRIME RATE
                              PORTFOLIO

                              By:   Merrill Lynch Asset Management, L.P.,
                                    as Investment Advisor


                                    By ___________________________
                                       Title:


                              MERRILL LYNCH SENIOR FLOATING RATE
                              FUND, INC.


                              By _________________________________
                                 Title:
<PAGE>

                              MERRILL LYNCH GLOBAL INVESTMENT SERIES: INCOME
                              STRATEGIES PORTFOLIO

                              By:  Merrill Lynch Asset Management, L.P.,
                                   as Investment Advisor


                                    By ___________________________
                                       Title


                              METROPOLITAN LIFE INSURANCE
                              COMPANY


                              By /s/ Illegible
                                 ---------------------------------
                                 Title: Director


                              ML CBO IV (CAYMAN) LTD.

                              By:  Highland Capital Management, L.P.,
                                   as Collateral Manager


                                    By ___________________________
                                       Title:


                              ML CLO XIX STERLING (CAYMAN) LTD.

                              By:  Sterling Asset Manager, L.L.C.,
                                   as its Investment Advisor


                              By /s/ Illegible
                                 ---------------------------------
                                 Title: EVP


                              MORGAN STANLEY EMERGING MARKETS INC.


                              By _________________________________
                                 Title:
<PAGE>

                              NATEXIS BANQUE BFCE


                              By _________________________________
                                 Title:

                              By _________________________________
                                 Title:


                              NATIONAL CITY BANK


                              By /s/ Illegible
                                 ---------------------------------
                                 Title: Assistant Vice President


                              PPM AMERICA, INC., as attorney in fact,
                              on behalf of Jackson National Life Insurance
                              Company


                              By /s/ David C. Wagner
                                ---------------------------------
                                 Title: Vice President


                              PROTECTIVE ASSET MANAGEMENT


                              By _________________________________
                                 Title:


                              ROYALTON COMPANY

                              By:  Pacific Investment Management
                                   Company, as its Investment Advisor


                                    By /s/ Mohan V. Phansalkar
                                       ---------------------------
                                       Title: Senior Vice President
<PAGE>

                              THE SAKURA BANK, LIMITED,
                              NEW YORK BRANCH


                              By /s/ Illegible
                                 ---------------------------------
                                 Title: Senior Vice President


                              SALOMON BROTHERS HOLDING COMPANY, INC.


                              By /s/ Illegible
                                 ---------------------------------
                                 Title: Managing Director


                              SENIOR DEBT PORTFOLIO

                              By: Boston Management and Research,
                                  as Investment Advisor


                                  By /s/ Scott H. Page
                                     -----------------------------
                                     Title: Vice President


                              SPECIAL SITUATION FUND ADVISORS, INC.,
                              as Agent for The Chase Manhattan Bank


                              By /s/ Michael Cacouris
                                 ---------------------------------
                                 Title: Authorized Signatory


                              STEIN, ROE & FARNHAM CLO 1 LTD.


                              By _________________________________
                                 Title:
<PAGE>

                              STEIN, ROE & FARNHAM INCORPORATED, AS AGENT FOR
                              KEYPORT LIFE INSURANCE COMPANY


                              By /s/ James R. Fellows
                                 ---------------------------------------------
                                 Title: Sr. Vice President & Portfolio Manager


                              STEIN, ROE & FARNHAM CLO I Ltd.


                              By /s/ James R. Fellows
                                ---------------------------------------------
                                 Title: Sr. Vice President & Portfolio Manager


                              STEIN, ROE & FARNHAM TRADING INC.


                              By /s/ Ann E. Morris
                                ---------------------------------------------
                                 Title: Asst. Vice President

                              STEIN, ROE & FARNHAM INCORPORATED,
                              AS AGENT FOR KEYPORT LIFE INSURANCE COMPANY


                              By /s/ James R. Fellows
                                ---------------------------------------------
                                 Title: Sr. Vice President & Portfolio Manager


                              STEIN, ROE FLOATING RATE LIMITED
                              LIABILITY COMPANY


                              By /s/ James R. Fellows
                                ---------------------------------------------
                                 Title: Senior Vice President


                              TRANSAMERICA BUSINESS CREDIT CORPORATION


                              By /s/ Illegible
                                ---------------------------------------------
                                 Title: SVP


                              TRI-LINKS INVESTMENT TRUST


                              By /s/ Illegible
                                ---------------------------------------------
                                 Title: Vice President
<PAGE>

                              VAN KAMPEN AMERICAN CAPITAL


                              By _________________________________
                                 Title:


                              VAN KAMPEN CLO I, LIMITED

                              By:  Van Kampen Management Inc.,
                                   as Collateral Manager


                                   By ____________________________
                                      Title:

                              CAPTIVA II FINANCE LTD.

                              By: /s/ Illegible
                                  -------------------------------
                                 Title: Director


                              CITIBANK SECONDARY TRADING


                              By _________________________________
                                 Title:



                              MERRILL LYNCH, PIERCE, FENNER &
                               SMITH, INCORPORATED



                              By /s/  Graham Goldsmith
                                 --------------------------------
                                 Title: Director

<PAGE>

                                    CONSENT


                                      Dated as of August 15, 2000


          Each of the undersigned, as a Loan Party party to certain of the Loan
Documents (as defined in the Credit Agreement referred to in the foregoing
Amendment No. 1 to Fourth Amended and Restated Credit Agreement), hereby
consents to such Amendment and hereby confirms and agrees that (a)
notwithstanding the effectiveness of such Amendment, each Loan Document to which
it is a party is, and shall continue to be, in full force and effect and is
hereby ratified and confirmed in all respects, except that, on and after the
effectiveness of such Amendment, each reference in such Loan Document to the
"Credit Agreement", "thereunder", "thereof" or words of like import shall mean
and be a reference to the Credit Agreement, as amended by such Amendment, and
(b) the Collateral Documents to which such Loan Party is a party and all of the
Collateral described therein do, and shall continue to, secure the payment of
all of the Secured Obligations (in each case, as defined therein).


                              AMF BCO-CHINA, INC.


                              By ____________________________________________
                                 Title:


                              AMF BCO-FRANCE ONE, INC.


                              By /s/ M. P. Bardaro
                                 -------------------------------------------
                                 Title: V.P., Assistant Secretary & Treasurer


                              AMF BCO-FRANCE TWO, INC.

                              By /s/ M. P. Bardaro
                                 -------------------------------------------
                                 Title: V.P., Assistant Secretary & Treasurer


<PAGE>

                                       2

                              AMF BCO-UK ONE, INC.


                              By /s/ M. P. Bardaro
                                 ------------------------------------------
                                 Title: VP, Assistant Secretary & Treasurer


                              AMF BCO-UK TWO, INC.


                              By /s/ M. P. Bardaro
                                 ------------------------------------------
                                 Title: VP, Assistant Secretary & Treasurer



                              AMF BEVERAGE COMPANY OF
                              OREGON, INC.


                             By /s/ M. P. Bardaro
                                 ------------------------------------------
                                 Title: President, Assistant Secretary &
                                        Treasurer


                              AMF BEVERAGE COMPANY OF W. VA., INC.


                             By /s/ M. P. Bardaro
                                 ------------------------------------------
                                 Title: President, Assistant Secretary &
                                        Treasurer

                              AMF BOWLING PRODUCTS, INC.


                              By /s/ M. P. Bardaro
                                 ------------------------------------------
                                 Title: VP, Corporate Controller & Secretary


                              AMF BOWLING CENTERS, INC.


                              By /s/ M.P. Bardaro
                                 -------------------------------------------
                                 Title: President, Assistant Secretary &
                                        Treasurer
<PAGE>

                                       3

                              AMF BOWLING CENTERS CHINA, INC.


                              By /s/ M.P. Bardaro
                                 -----------------------------------------
                                 Title:


                              AMF BOWLING CENTERS
                              INTERNATIONAL INC.


                              By /s/ M.P. Bardaro
                                 -----------------------------------------
                                 Title: VP, Assistant Secretary & Treasurer


                              AMF BOWLING CENTERS (AUST)
                              INTERNATIONAL INC.


                              By /s/ M.P. Bardaro
                                ------------------------------------------
                                 Title: VP, Assistant Secretary & Treasurer


                              AMF BOWLING CENTERS (CANADA)
                              INTERNATIONAL, INC.


                              By  /s/ M.P. Bardaro
                                -----------------------------------------
                                 Title: VP, Assistant Secretary & Treasurer


                              AMF BOWLING CENTERS (HONG KONG)
                              INTERNATIONAL INC.


                              By /s/ M.P. Bardaro
                                -----------------------------------------
                                 Title: VP, Assistant Secretary & Treasurer


                              AMF BOWLING CENTERS HOLDINGS INC.


                              By /s/ M.P. Bardaro
                                -----------------------------------------
                                 Title: President, Secretary & Treasurer
<PAGE>

                                       4

                              AMF BOWLING CENTERS SPAIN INC.


                              By /s/ M.P. Bardaro
                                 ------------------------------------------
                                 Title: VP, Assistant Secretary & Treasurer


                              AMF BOWLING HOLDINGS INC.


                             By /s/ M.P. Bardaro
                                 ------------------------------------------
                                 Title: VP, Assistant Secretary & Treasurer


                              AMF BOWLING MEXICO HOLDING, INC.


                             By /s/ M.P. Bardaro
                                 ------------------------------------------
                                 Title: VP, Assistant Secretary & Treasurer


                              AMF GROUP HOLDINGS INC.



                             By /s/ M.P. Bardaro
                                 ------------------------------------------
                                 Title: Sr. VP, Corporate Controller &
                                        Assistant Secretary


                              AMF WORLDWIDE BOWLING CENTERS
                              HOLDINGS INC.



                             By /s/ M.P. Bardaro
                                 ------------------------------------------
                                 Title: VP, Assistant Secretary & Treasurer


                              BOLICHES AMF, INC.

                             By /s/ M.P. Bardaro
                                 ------------------------------------------
                                 Title: VP, Assistant Secretary & Treasurer
<PAGE>

                                    5

                           BUSH RIVER CORPORATION


                           By /s/ M.P. Bardaro
                              ------------------------------------------------
                              Title: President, Assistant Secretary & Treasurer


                           KING LOUIE LENEXA, INC.


                           By /s/ M.P. Bardaro
                             ------------------------------------------------
                              Title: VP, Assistant Secretary & Treasurer


                           AMERICAN RECREATION CENTERS, INC.


                          By /s/ M.P. Bardaro
                             ------------------------------------------------
                              Title: VP, Assistant Secretary & Treasurer


                           MICHAEL JORDAN GOLF COMPANY, INC.


                          By /s/ M.P. Bardaro
                             ------------------------------------------------
                              Title: VP, Assistant Secretary & Treasurer
<PAGE>

                                       6

                              MJG-O'HARE, INC.


                              By /s/ M.P. Bardaro
                                 ------------------------------------------
                                 Title: VP, Assistant Secretary & Treasurer



                              AMF COMMERCIAL CORPORATION



                              By /s/ M.P. Bardaro
                                 ------------------------------------------
                                 Title:



                              300, INC.


                              By /s/ William C. Self
                                ------------------------------------------
                                 Title: President & Secretary
</TEXT>
</DOCUMENT>
