AMF Bowling Centers S4 Registration of securities issued in business combination transactions

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As filed with the Securities and Exchange Commission on July 26, 2004.

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

AMF BOWLING WORLDWIDE, INC.*
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	7933, 3949 (Primary Standard Industrial Classification Number)	13-3873272 (I.R.S. Employer Identification No.)
8100 AMF Drive Richmond, Virginia 23111 Telephone: (804) 730-4000 (Address, including zip code, and telephone number, including area code, of registrants' principal executive offices)
Christopher F. Caesar Senior Vice President, Chief Financial Officer and Treasurer AMF Bowling Worldwide, Inc. 8100 AMF Drive Richmond, Virginia 23111 Telephone: (804) 730-4000 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Gerald T. Nowak Kirkland & Ellis LLP 200 E. Randolph Drive Chicago, Illinois 60601 Telephone: (312) 861-2000

*: The Co-Registrants listed on the next page are also included in this Form S-4 Registration Statement as additional Registrants.

Approximate date of commencement of proposed sale of the securities to the public: The exchange will occur as soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit(1)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee


10% Senior Subordinated Notes due 2010, Series B	$150,000,000	100%	$150,000,000	$19,005(1)

Guarantees on Senior Subordinated Notes (2)	$150,000,000	—	—	(3)

(1): Calculated in accordance with Rule 457 under the Securities Act of 1933, as amended.
(2): The 10% Senior Subordinated Notes due 2010, Series B, will be issued by AMF Bowling Worldwide, Inc. ("AMF") and guaranteed by all of AMF's wholly owned domestic subsidiaries. No separate consideration will be received for the issuance of these guarantees.
(3): Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees being registered hereby.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Exact Name of Additional Registrants*	Primary Standard Industrial Classification Number	Jurisdiction of Formation	I.R.S. Employer Identification No.
AMF Bowling Products, Inc.	3949	Virginia	54-1390740
AMF Bowling Centers Holdings Inc.	6719	Delaware	54-1789642
AMF Worldwide Bowling Centers Holdings Inc.	6719	Delaware	54-1789643
American Recreation Centers, Inc.	6719	California	94-1441151
AMF Bowling Centers, Inc.	7933	Virginia	54-1221662
AMF Beverage Company of Oregon, Inc.	6719	Oregon	54-1634960
King Louie Lenexa, Inc.	6719	Kansas	54-1540814
300, Inc.	6719	Texas	75-2193632
Bush River Corporation	6719	South Carolina	57-0707033
AMF Bowling Centers (Aust) International Inc.	7933	Virginia	54-1492964
AMF Bowling Centers International Inc.	7933	Virginia	54-1493442
AMF Bowling Mexico Holding, Inc.	6719	Delaware	54-1467931
Boliches AMF, Inc.	6719	Virginia	54-1529631

*: The address for each of the Additional Registrants is c/o AMF Bowling Worldwide, Inc., 8100 AMF Drive, Richmond, Virginia 23111, telephone: (804) 730-4000.

The name, address, including zip code of the agent for service for each of the Additional Registrants is Christopher F. Caesar, Senior Vice President, Chief Financial Officer and Treasurer of AMF Bowling Worldwide, Inc., 8100 AMF Drive, Richmond, Virginia 23111, telephone: (804) 730-4000.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell nor is it an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 26, 2004

PROSPECTUS

AMF BOWLING WORLDWIDE, INC.

EXCHANGE OFFER FOR
$150,000,000
10% SENIOR SUBORDINATED NOTES DUE 2010

We are offering to exchange:

up to $150,000,000 of our new 10% Senior Subordinated Notes due 2010, series B

for

a like amount of our outstanding 10% Senior Subordinated Notes due 2010.

Material Terms of Exchange Offer

•: The terms of the exchange notes to be issued in the exchange offer are substantially identical to the outstanding notes, except that the transfer restrictions and registration rights relating to the outstanding notes will not apply to the exchange notes.
•: The exchange notes will be guaranteed jointly and severally by each of our wholly owned domestic subsidiaries on a senior subordinated basis.
•: There is no existing public market for the outstanding notes or the exchange notes. We do not intend to list the exchange notes on any securities exchange or seek approval for quotation through any automated trading system.
•: You may withdraw your tender of notes at any time before the expiration of the exchange offer. We will exchange all of the outstanding notes that are validly tendered and not withdrawn.
•: The exchange offer expires at 5:00 p.m., New York City time, on , 2004, unless extended.
•: The exchange of notes will not be a taxable event for U.S. federal income tax purposes.
•: The exchange offer is not subject to any condition other than that it not violate applicable law or any applicable interpretation of the Staff of the SEC.
•: We will not receive any proceeds from the exchange offer.

For a discussion of certain factors that you should consider before participating in this exchange offer, see "Risk Factors" beginning on page 10 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes to be distributed in the exchange offer, nor have any of these organizations determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

, 2004

We have not authorized anyone to give any information or represent anything to you other than the information contained in this prospectus. You must not rely on any unauthorized information or representations.

Until , 2004, all dealers that buy, sell or trade the exchange notes, whether or not participating in the exchange offer, may be required to deliver a prospectus. This requirement is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments and subscriptions.

TABLE OF CONTENTS

		Page

Market and Industry Data		i
Trademarks		i
Summary		1
Risk Factors		10
Forward-Looking Statements		21
Exchange Offer		22
Use of Proceeds		30
Capitalization		31
Unaudited Pro Forma Financial Information		32
Selected Historical Financial Data		38
Management's Discussion and Analysis of Financial Condition and Results of Operations		39
Business		62
Management		74
Certain Relationships and Related Transactions		79
Principal Stockholders		80
Description of Certain Indebtedness		81
Description of the Notes		82
Certain Federal Income Tax Consequences		134
Plan of Distribution		139
Legal Matters		140
Experts		140
Where You Can Find Other Information		140
Index to Consolidated Financial Statements		F-1

MARKET AND INDUSTRY DATA

Industry and market data included in this prospectus were obtained from our own research, studies conducted by third parties and industry and general publications published by third parties and, in some cases, are management estimates based on industry and other knowledge. We do not make any representations as to the accuracy of such information. Information about international markets is inherently more uncertain than U.S. information. While we believe our internal estimates are generally reliable and market definitions are appropriate, they have not been verified by any independent sources, and neither we nor the initial purchasers make any representations as to the accuracy of such estimates.

TRADEMARKS

We own or have rights to trademarks or trade names that we use in conjunction with the operation of our business. Each trademark, trade name, or service mark by any other company appearing in this prospectus belongs to its holder.

SUMMARY

The following summary does not contain all the information that may be important to you and is qualified in its entirety by the more detailed information appearing elsewhere in this prospectus. You should read the entire prospectus, especially the risks set forth under the heading "Risk Factors" before making an investment decision. In this prospectus, unless the context requires otherwise: (i) "AMF," "Company," "we," "us" and "our" refer to AMF Bowling Worldwide, Inc. and its subsidiaries; and (ii) "Issuer" and "AMF Worldwide" refer to AMF Bowling Worldwide, Inc., exclusive of its subsidiaries.

The Company

Overview

We are the leading bowling company in the world, tracing our roots back to 1946, when the AMF automatic pinspotter revolutionized the sport of bowling. We currently operate in three business divisions: (i) U.S. bowling centers; (ii) international bowling centers; and (iii) bowling products. We had revenue and operating income of $667.6 million and $39.3 million, respectively, for the year ended June 29, 2003, and $522.9 million and $13.3 million, respectively, for the nine months ended March 28, 2004.

As of March 28, 2004, we operated 470 bowling centers worldwide, which we estimate received over 50 million customer visits per year in each of the last five years. In the United States, we operate 375 centers and are the market leader with nearly four times as many centers as our closest competitor. We are currently the largest international bowling center operator, with 95 bowling centers in five foreign countries, including the United Kingdom and Australia where we enjoy leading market positions.

In addition to being the world's largest bowling center operator, we are a global leader in the manufacturing and distribution of bowling products.

Competitive Strengths

Diverse Geographic Footprint and Customer Base: With our bowling centers located in five foreign countries and in 38 U.S. states, our geographic footprint is extremely diverse.

Stability and Support of New Ownership: We receive strong support and stability from our new ownership. Our new owners, led by Code Hennessy & Simmons LLC ("CHS"), are investing in our future and providing support and guidance for the development of a long-term strategic plan. Our senior management, led by our new CEO, Frederick R. Hipp, is concentrating fully on the development and implementation of that plan. Mr. Hipp has extensive experience in the restaurant and leisure industry, most recently serving as President and Chief Executive Officer of California Pizza Kitchen.

Business Strategy

Prior to our bankruptcy, our management and owners pursued an aggressive growth strategy that focused on acquiring additional centers, primarily financed with debt, adding approximately 260 centers during a two-year period. In contrast to our prior strategy, under our new ownership, we are pursuing the following strategies:

Implement Shared Retail Best Practices Across Bowling Centers: Recently, we have begun to transition from a collection of independent bowling centers to a retail chain with best practices and centrally established strategies and execution plans. Key elements of this process include:

•: Pricing discipline.
•: Improved food and beverage offerings.
•: Better management training and measurement.

Identify Strategic Opportunities: We will continue to consider strategic opportunities, including acquisitions, divestitures and joint ventures, on an opportunistic basis.

The Merger and Related Financing Transactions

On November 26, 2003, Kingpin Holdings, LLC ("Kingpin Holdings") and its wholly-owned subsidiary, Kingpin Merger Sub, Inc. ("Merger Sub"), entered into an Agreement and Plan of Merger with AMF Worldwide (the "Merger Agreement"). Pursuant to the Merger Agreement, Merger Sub was merged into AMF Worldwide, with AMF Worldwide being the surviving corporation (the "merger"). Each shareholder of AMF Worldwide received $25.00 in cash (the "merger consideration") for each share of AMF Worldwide common stock, for aggregate proceeds (net of option proceeds) of $258.7 million. Kingpin Holdings is a Delaware limited liability company formed at the direction of CHS. Kingpin Holdings is owned by Code Hennessy & Simmons IV LP ("CHS IV"), Mr. Hipp and other equity investors (collectively referred to herein as the "equity investors"). As a result of the

merger, CHS IV has majority voting control over Kingpin Holdings. The Merger Agreement and related documents contemplated the simultaneous occurrence of the following events, which we refer to collectively as the "Transactions":

•: The borrowing by AMF Worldwide of approximately $135 million in term loans (with an aggregate revolving loan commitment of $40 million which was undrawn at the closing of the Transactions but we had outstanding $14.3 million of stand-by letters of credit) under the senior secured credit facility;
•: The repurchase of $150 million in aggregate principal amount of our existing 13% senior subordinated notes due 2008;
•: The offering of $150 million in aggregate principal amount of the outstanding notes described in this prospectus;
•: The sale of certain of our real estate under a sale-leaseback facility for net proceeds of $250 million;
•: An investment made by the equity investors in Kingpin Holdings totaling approximately $135 million;
•: The payment of the merger consideration of $258.7 million (net of option proceeds) and the consummation of the merger;
•: The refinancing of $228.1 million of our existing senior indebtedness; and
•: The payment of certain fees and expenses incurred in connection with the Transactions.

Additional Information

Our principal executive offices are located at 8100 AMF Drive, Mechanicsville, Virginia 23111, and our telephone number is (804) 730-4000.

Summary of the Exchange Offer

The Initial Offering of Outstanding Notes	We sold the outstanding notes on February 27, 2004 to Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse First Boston LLC. We collectively refer to those parties in this prospectus as the "initial purchasers." The initial purchasers subsequently resold the outstanding notes: (i) to qualified institutional buyers pursuant to Rule 144A; or (ii) outside the United States in compliance with Regulation S, each as promulgated under the Securities Act of 1933, as amended.
Registration Rights Agreement	Simultaneously with the initial sale of the outstanding notes, we entered into a registration rights agreement for the exchange offer. In the registration rights agreement, we agreed, among other things, to use our reasonable best efforts to file a registration statement with the SEC and to commence and complete this exchange offer within 240 days of issuing the outstanding notes. The exchange offer is intended to satisfy your rights under the registration rights agreement. After the exchange offer is complete, you will no longer be entitled to any exchange or registration rights with respect to your outstanding notes.
The Exchange Offer	We are offering to exchange the exchange notes, which will be registered under the Securities Act, for your outstanding notes, which were issued on February 27, 2004 in the initial offering. In order to be exchanged, an outstanding note must be properly tendered and accepted. All outstanding notes that are validly tendered and not validly withdrawn will be exchanged. We will issue exchange notes promptly after the expiration of the exchange offer.
Resales	We believe that the exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act provided that:
	•	the exchange notes are being acquired in the ordinary course of your business;
	•	you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes issued to you in the exchange offer; and
	•	you are not an affiliate of ours.
	If any of these conditions are not satisfied and you transfer any exchange notes issued to you in the exchange offer without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange notes from these requirements you may incur liability under the Securities Act. We will not assume, nor will we indemnify you against, any such liability.

	Each broker-dealer that is issued exchange notes in the exchange offer for its own account in exchange for outstanding notes that were acquired by that broker-dealer as a result of market-marking or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. A broker-dealer may use this prospectus for an offer to resell, resale or other retransfer of the exchange notes issued to it in the exchange offer.
Record Date	We mailed this prospectus and the related exchange offer documents to registered holders of outstanding notes on , 2004.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, , 2004, unless we decide to extend the expiration date.
Conditions to the Exchange Offer	The exchange offer is not subject to any condition other than that the exchange offer not violate applicable law or any applicable interpretation of the staff of the SEC.
Procedures for Tendering Outstanding Notes	If you wish to tender your notes for exchange in this exchange offer, you must transmit to the exchange agent on or before the expiration date either:
	•	an original or a facsimile of a properly completed and duly executed copy of the letter of transmittal, which accompanies this prospectus, together with your outstanding notes and any other documentation required by the letter of transmittal, at the address provided on the cover page of the letter of transmittal; or
	•	If the notes you own are held of record by The Depository Trust Company, or "DTC," in book-entry form and you are making delivery by book-entry transfer, a computer-generated message transmitted by means of the Automated Tender Offer Program System of DTC, or "ATOP," in which you acknowledge and agree to be bound by the terms of the letter of transmittal and which, when received by the exchange agent, forms a part of a confirmation of book-entry transfer. As part of the book-entry transfer, DTC will facilitate the exchange of your notes and update your account to reflect the issuance of the exchange notes to you. ATOP allows you to electronically transmit your acceptance of the exchange offer to DTC instead of physically completing and delivering a letter of transmittal to the notes exchange agent.

	In addition, you must deliver to the exchange agent on or before the expiration date:
	•	a timely confirmation of book-entry transfer of your outstanding notes into the account of the notes exchange agent at DTC if you are effecting delivery of book-entry transfer, or
	•	if necessary, the documents required for compliance with the guaranteed delivery procedures.
Special Procedures for Beneficial Owners	If you are the beneficial owner of book-entry interests and your name does not appear on a security position listing of DTC as the holder of the book-entry interests or if you are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender the book-entry interest or outstanding notes in the exchange offer, you should contact the person in whose name your book-entry interests or outstanding notes are registered promptly and instruct that person to tender on your behalf.
Withdrawal Rights	You may withdraw the tender of your outstanding notes at any time prior to 5:00 p.m., New York City time on , 2004.
Federal Income Tax Considerations	The exchange of outstanding notes will not be a taxable event for United States federal income tax purposes.
Use of Proceeds	We will not receive any proceeds from the issuance of exchange notes pursuant to the exchange offer. We will pay all of our expenses incident to the exchange offer.
Exchange Agent	Wilmington Trust Company is serving as the exchange agent in connection with the exchange offer.

Summary of Terms of the Exchange Notes

The form and terms of the exchange notes are the same as the form and terms of the outstanding notes, except that the exchange notes will be registered under the Securities Act. As a result, the exchange notes will not bear legends restricting their transfer and will not contain the registration rights and liquidated damage provisions contained in the outstanding notes. The exchange notes represent the same debt as the outstanding notes. Both the outstanding notes and the exchange notes are governed by the same indenture. Unless the context otherwise requires, we use the term "notes" in this prospectus to collectively refer to the outstanding notes and the exchange notes.

Issuer	AMF Bowling Worldwide, Inc.
Securities	$150.0 million aggregate principal amount of 10% Senior Subordinated Notes due 2010, Series B.
Maturity	March 1, 2010
Interest payment dates	March 1 and September 1, commencing September 1, 2004.
Guarantees	Each of our wholly owned domestic subsidiaries will jointly and severally, fully and unconditionally, guarantee the exchange notes on a senior subordinated basis. Future domestic subsidiaries may also be required to guarantee the exchange notes.
Ranking	The exchange notes will be unsecured senior subordinated obligations and will be subordinated to our senior secured credit facility and other existing and future senior indebtedness. The exchange notes will rank equally to our senior subordinated indebtedness and will rank senior to our subordinated indebtedness. Each guarantee will be unsecured and subordinated to senior indebtedness of the applicable guarantor. In addition, the exchange notes will effectively rank junior to all existing and future indebtedness and other liabilities of our subsidiaries that are not guarantors, which will initially consist of our non-domestic subsidiaries and our non-wholly owned domestic subsidiaries. Because the exchange notes are subordinated, in the event of bankruptcy, liquidation or dissolution and acceleration of or payment default on senior indebtedness, holders of the exchange notes will not receive any payment until holders of senior indebtedness and senior guarantor indebtedness have been paid in full. The exchange notes will also be subordinated to our secured indebtedness, including our senior secured credit facility, as to the assets securing such indebtedness.
	As of March 28, 2004,
	•	we had outstanding $138.9 million of senior indebtedness, all of which was secured;
	•	our subsidiaries that are guarantors had outstanding $3.5 million of senior indebtedness (excluding guarantees of our senior secured credit facility); and

	•	our subsidiaries that are not guarantors (initially consisting of our foreign subsidiaries and non-wholly owned domestic subsidiaries) had outstanding $0.4 million of senior indebtedness, other than intercompany debt and the guarantees of our senior secured credit facility by our non-wholly owned domestic subsidiaries.
Optional redemption	We may redeem some or all of the exchange notes, at any time after March 1, 2007, at the redemption prices described in this prospectus.
Public equity offering optional redemption	Before March 1, 2007, we may redeem up to 35% of the aggregate principal amount of the exchange notes with the net proceeds of certain public equity offerings at 110% of the principal amount of the exchange notes, plus accrued interest, if at least 65% of the aggregate principal amount of the exchange notes originally issued remains outstanding after such redemption.
Change of control	When a change of control occurs, each holder of exchange notes may require us to repurchase some or all of its exchange notes at a purchase price equal to 101% of the principal amount of the exchange notes, plus accrued interest.
Covenants	The indenture under which the outstanding notes were issued will govern the exchange notes. The indenture contains covenants that, among other things, limit our ability and the ability of our subsidiaries to:
	•	incur additional indebtedness;
	•	pay dividends on, redeem or repurchase our capital stock;
	•	make investments;
	•	create certain liens;
	•	sell assets;
	•	in the case of our restricted subsidiaries, incur obligations that restrict their ability to make dividend or other payments to us;
	•	in the case of our restricted subsidiaries, guarantee or secure indebtedness;
	•	enter into transactions with affiliates;
	•	create unrestricted subsidiaries; and
	•	consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries on a consolidated basis.
	These covenants are subject to important exceptions and qualifications, which are described under the heading "Description of the Notes" in this prospectus.

Risk Factors

You should refer to the section entitled "Risk Factors" elsewhere in this prospectus for an explanation of certain risks of participating in the exchange offer.

Summary Financial Data

The following tables should be read in conjunction with our consolidated financial statements and the related notes thereto, and the sections entitled "Unaudited Pro Forma Financial Information," "Selected Historical Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus. All amounts in the following tables are in millions unless otherwise indicated, and certain totals may be affected by rounding. References in this table to "Reorganized Company" refers to AMF Worldwide and its subsidiaries before consummation of the Transactions.

			Reorganized Company									Pro Forma
			Fiscal Year ended June 29, 2003			Nine Months ended March 30, 2003			Nine Months ended March 28, 2004			Fiscal Year ended June 29, 2003 (b)			Nine Months ended March 28, 2004 (b)
						(unaudited)			(unaudited)			(unaudited)			(unaudited)
			(in millions)
Statement of Operations Data (a):
Operating revenue			$	667.6		$	515.1		$	522.9		$	667.6		$	522.9
Operating expenses:
	Costs of goods sold			135.0			101.4			113.6			135.0			106.5
	Bowling center operating expenses			369.3			278.7			298.8			398.0			303.9
	Selling, general, and administrative expenses			42.2			29.5			51.2			43.1			31.4
	Restructuring, refinancing and other charges			1.1			—			—			1.1			—
	Depreciation and amortization			80.7			63.0			46.0			83.9			48.0

		Total operating expenses		628.3			472.6			509.6			661.1			489.8
		Operating income		39.3			42.4			13.3			6.5			33.1
Nonoperating expenses (income):
	Interest expense			39.8			30.4			61.5			24.8			18.3
	Other expense (income), net			(4.0	)		(0.4	)		(0.5	)		(0.7	)		(0.6	)
	Interest income			(0.7	)		(0.3	)		(2.4	)		(4.0	)		(2.3	)

		Total nonoperating expenses, net		35.1			29.7			58.6			20.1			15.4
Reorganization items expenses (income), net				(0.3	)		—			—			(0.3	)		—
Gain on debt discharge, net				—			—			—			—			—
Fresh start accounting adjustments				—			—			—			—			—
Provision for income taxes				1.1			5.2			4.1			(0.8	)		3.2

Net income (loss)			$	3.4		$	7.5		$	(49.4	)	$	(12.5	)	$	14.5

		Actual
		As of March 28, 2004
		(unaudited)
Balance Sheet Data:
	Cash and cash equivalents	$	23.0
	Working capital (deficit)		(3.0	)
	Goodwill		—
	Total assets		520.3
	Total debt		288.9
	Stockholders' equity		129.8

(a): Certain amounts have been reclassified to conform with current period presentation.
(b): The unaudited pro forma financial data for the fiscal year ended June 29, 2003 and the nine months ended March 28, 2004 have been prepared to give pro forma effect to the Transactions. The pro forma financial data are for informational purposes only and should not be considered indicative of actual results that would have been achieved had the Transactions actually been consummated at the beginning of the periods presented or on March 28, 2004 and do not purport to indicate financial data as of any future date or for any future period.

RISK FACTORS

You should carefully consider the risks and uncertainties described below in addition to the other information contained in this prospectus, when deciding whether to participate in the exchange offer. The risks and uncertainties described below are not the only ones we or you may face. The following risks, together with additional risks and uncertainties not currently known to us or that we may currently deem immaterial, could impair our financial condition and results of operations.

Risks Associated with the Exchange Offer

Because there is no public market for the notes, you may not be able to resell your notes.

The exchange notes will be registered under the Securities Act, but will constitute a new issue of securities with no established trading market, and there can be no assurance as to:

•: the liquidity of any trading market that may develop;
•: the ability of holders to sell their exchange notes; or
•: the price at which the holders would be able to sell their exchange notes.

If a trading market were to develop, the exchange notes might trade at higher or lower prices than their principal amount or purchase price, depending on many factors, including prevailing interest rates, the market for similar debentures and our financial performance.

We understand that the initial purchasers presently intend to make a market in the notes. However, they are not obligated to do so, and any market-making activity with respect to the notes may be discontinued at any time without notice. In addition, any market-making activity will be subject to the limits imposed by the Securities Act and the Securities Exchange Act of 1934, and may be limited during the exchange offer or the pendency of an applicable shelf registration statement. There can be no assurance that an active trading market will exist for the notes or that any trading market that does develop will be liquid. The exchange notes are expected to be eligible for trading by qualified buyers in the PORTAL market. We do not intend to apply for listing of the exchange notes on any securities exchange or for quotation through The Nasdaq National Market.

In addition, any holder of outstanding notes who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes may be deemed to have received restricted securities, and if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. For a description of these requirements, see "Exchange Offer."

Your outstanding notes will not be accepted for exchange if you fail to follow the exchange offer procedures and, as a result, your notes will continue to be subject to existing transfer restrictions and you may not be able to sell your outstanding notes.

We will not accept your notes for exchange if you do not follow the exchange offer procedures. We will issue exchange notes as part of this exchange offer only after a timely receipt of your outstanding notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, if you want to tender your outstanding notes, please allow sufficient time to ensure timely delivery. If we do not receive your notes, letter of transmittal and other required documents by the expiration date of the exchange offer, we will not accept your notes for exchange. We are under no duty to give notification of defects or irregularities with respect to the tenders of outstanding notes for exchange. If there are defects or irregularities with respect to your tender of notes, we may not accept your notes for exchange. For more information, see "Exchange Offer."

If you do not exchange your outstanding notes, your outstanding notes will continue to be subject to the existing transfer restrictions and you may not be able to sell your outstanding notes.

We did not register the outstanding notes, nor do we intend to do so following the exchange offer. Outstanding notes that are not tendered will therefore continue to be subject to the existing transfer restrictions and may be transferred only in limited circumstances under the securities laws. If you do not exchange your outstanding notes, you will lose your right to have your outstanding notes registered under the federal securities laws. As a result, if you hold outstanding notes after the exchange offer, you may not be able to sell your outstanding notes.

Risks Relating to the Notes

Our substantial indebtedness and our ability to incur further indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under the notes and otherwise adversely impact our business and growth prospects.

As a result of the Transactions, we have a significant amount of indebtedness. Our substantial indebtedness could have important consequences to you. As of March 28, 2004, we had $138.9 million of senior indebtedness outstanding, our subsidiaries that are guarantors had $3.5 million of senior indebtedness outstanding (other than indebtedness under our senior secured credit facility) and our subsidiaries that are not guarantors had $0.4 million of senior indebtedness outstanding (other than intercompany debt and the guarantees by our non-wholly owned subsidiaries of our obligations under our senior secured credit facility). In addition, we had $150 million of debt outstanding pursuant to these notes.

Our substantial indebtedness could have important consequences for you, including:

•: we may have difficulty satisfying our obligations with respect to the notes;
•: we may have difficulty obtaining financing in the future for working capital, capital expenditures or other purposes;
•: we will need to use a substantial portion of our available cash flow to pay interest and principal on our debt, which will reduce the amount of money available to finance our operations and other business activities;
•: we may be restricted from making acquisitions or exploiting business opportunities;
•: some of our debt, including our borrowings under our senior secured credit facility, will have variable rates of interest, which will expose us to the risk of increased interest rates;
•: our debt level will increase our vulnerability to general economic downturns and adverse industry conditions;
•: our debt level could limit our flexibility in planning for, or reacting to, changes in our business and in our industry in general;
•: our substantial amount of debt and the amount we need to pay to service our debt obligations could place us at a competitive disadvantage compared to our competitors that have less debt;
•: we may not have sufficient funds available, and our debt level may also restrict us from raising the funds necessary, to repurchase all of the notes tendered to us upon the occurrence of a change of control, which would constitute an event of default under the notes;
•: our failure to comply with the financial and other restrictive covenants in our debt instruments which, among other things, require us to maintain specified financial ratios and limit our ability to incur debt and sell assets, could result in an event of default that, if not cured or waived, could have a material adverse effect on our business or prospects; and

•: if we are unable to meet our indebtedness obligations, we could be forced to restructure or refinance our obligations, seek equity financing or sell assets. We may be unable to restructure or refinance these obligations, obtain equity financing or sell assets in a timely manner on terms satisfactory to us or at all. If we are unable to restructure or refinance our obligations, we may default under our obligations. Upon an acceleration of such indebtedness, we may not be able to make payments under our indebtedness, including the notes.

Despite our substantial leverage, we and our subsidiaries may be able to incur significantly more indebtedness in the future. The terms of the indenture and the senior secured credit facility allow us and our subsidiaries to issue and incur additional debt upon satisfaction of certain conditions. If new debt is added to current levels, this could exacerbate the risks described above, including our ability to service our indebtedness.

Your right to receive payments on the notes is junior to our existing senior indebtedness and possibly all of our future borrowings. Further, the guarantees of the notes are junior to all of the guarantors' existing senior indebtedness and possibly to all their future borrowings.

The notes and the guarantees rank behind all of our and the guarantors' existing and future senior indebtedness and are subordinated in right of payment to all of our and the guarantors' existing and future senior indebtedness.

As a result of such subordination, upon any distribution to our creditors or the creditors of the guarantors in a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the guarantor subsidiaries or our or the guarantors' property, the holders of our and the guarantors' senior debt will be entitled to be paid in full before any payment may be made with respect to these notes or the guarantees. In addition, we and the guarantors will be prohibited from making payments on the notes in the event of a payment default and certain non-payment defaults on the our senior debt.

In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the guarantors, holders of the notes will participate with all other holders of ours and the guarantors' senior subordinated indebtedness in the assets remaining after we and the guarantors have paid all of the senior debt. However, because the indenture relating to the notes requires that amounts otherwise payable to holders of the notes in a bankruptcy or similar proceeding be paid to holders of senior debt instead, holders of the notes may receive less, ratably, than holders of trade payables in any such proceeding. In any of these cases, we and the guarantors may not have sufficient funds to pay all of our or their creditors and holders of notes may receive less, ratably, than the holders of senior debt.

As of March 28, 2004, we had approximately $138.9 million of senior debt outstanding to which the notes and the guarantees are subordinated.

Since the notes are unsecured, your right to enforce remedies is impaired by the rights of holders of secured debt and our assets may be insufficient to pay amounts due on your notes.

In addition to being contractually subordinated to all existing and future senior indebtedness, our obligations under the notes are general unsecured obligations while obligations under our senior secured credit facility are secured by substantially all of our domestic assets and those of our subsidiaries. Accordingly, if we or any of the guarantors becomes insolvent or is liquidated, or if payment under the senior secured credit facility is accelerated, the lenders under the senior secured credit facility will be entitled to exercise the remedies available to a secured lender under applicable law and will have a secured claim on all assets securing the senior secured credit facility before the holders of unsecured debt, including the notes and guarantees. If this were to occur, it is possible that there would be no assets remaining after payment of these lenders from which claims of the holders of the notes could be satisfied. In addition, the lessor under our sale-leaseback facility has typical remedies for a sale-leaseback arrangement with respect to such property. See "Description of Certain Indebtedness." None of our existing foreign subsidiaries guarantee the notes.

As of March 28, 2004, we had approximately $138.9 million of secured indebtedness, including indebtedness outstanding under our senior secured credit facility.

We will require a significant amount of cash to service our indebtedness and our sale-leaseback facility. Our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness, including the notes and amounts borrowed under the senior secured credit facility, to pay for the sale-leaseback facility and to fund planned capital expenditures and expansion efforts and any strategic acquisitions we may make in the future, if any, will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive and other factors that are beyond our control.

Based on our current level of operations, we believe our cash flow from operations, together with available cash and available borrowings under the senior secured credit facility, will be adequate to meet future liquidity needs for at least the next twelve months. However, we cannot assure you that our business will generate sufficient cash flow from operations in the future due to, among other reasons, the factors set forth in this "Risk Factors" section, that our currently anticipated growth in net revenue and cash flow will be realized on schedule or that future borrowings will be available to us under the senior secured credit facility, in each case, in an amount sufficient to enable us to repay our indebtedness, including the notes, or to fund our other liquidity needs, including with respect to the sale-leaseback facility. If we cannot service our indebtedness, we may need to refinance all or a portion of our indebtedness, including the notes, on or before maturity. We may have to take actions such as refinancing or restructuring our debt, selling assets, reducing or delaying capital investments or seeking to raise additional financing. We cannot assure you that any refinancing of our indebtedness, including the senior secured credit facility and the notes, would be possible, that any assets could be sold, or, if sold, of the timing of the sales and the amount of proceeds realized from those sales, or that additional financing could be obtained on commercially reasonable terms, if at all. In addition, the terms of our existing or future debt agreements and our sale-leaseback facility, including our senior secured credit facility and the indenture governing the notes, may restrict us from pursuing any of these alternatives. Our inability to generate sufficient cash flow to satisfy our debt service obligations and our sale-leaseback facility, or to refinance our obligations on commercially reasonable terms, would have an adverse effect on our business, financial condition, results, operations and prospects as well as on our ability to satisfy our obligations on the notes.

The indenture related to the notes, the senior secured credit facility and the sale-leaseback facility contain a number of restrictive covenants which will limit our ability to finance future operations, capitalize on business opportunities or otherwise operate our business.

The senior secured credit facility, the sale-leaseback facility and the indenture related to the notes contain certain covenants that, among other things, restrict our and certain of our subsidiaries' ability to:

•: incur additional indebtedness;
•: pay dividends on stock or purchase stock;
•: make investments and other restricted payments;
•: use assets as security in other transactions;
•: sell certain assets or merge with or into other companies;
•: guarantee other indebtedness;
•: enter into certain transactions with affiliates;
•: sell stock in certain of our subsidiaries; and

•: restrict dividends or other payments to our company.

In addition, the senior secured credit facility requires us to maintain specified financial ratios and to satisfy certain financial covenants including requiring us to use a portion of the proceeds we receive in specified debt or equity issuances to repay outstanding borrowings under our senior secured credit facility. All of these covenants may restrict our ability to expand or to fully pursue our business strategies. Our ability to comply with these and other provisions of the indenture and the senior secured credit facility may be affected by changes in our operating and financial performance, changes in general business and economic conditions or other events beyond our control. We may not be able to meet these ratios or satisfy these covenants and we cannot assure you that our lenders will waive any failure to do so.

A breach of any of the covenants in, or our inability to maintain the required financial ratios under, the senior secured credit facility could result in a default under our senior secured credit facility and/or under the notes. Upon occurrence of an event of default under our senior secured credit facility, the lenders could elect to declare all amounts outstanding under our senior credit facility, together with interest and other fees, to be immediately due and payable and terminate all commitments to extend further credit, which could result in an event of default under the notes. If the lenders under our senior secured credit facility accelerate the repayments of borrowings, we may not have sufficient assets to repay our senior secured credit facility and our other indebtedness, including the notes. If we are unable to repay those amounts, the lenders under our senior secured credit facility could proceed against the collateral granted to them to secure that indebtedness.

We may not be permitted or have the ability to purchase the notes upon a change of control as required by the indenture.

Upon occurrence of a "change of control" as defined in the indenture, we will be required, in most circumstances, to make an offer to repurchase all outstanding notes at a price equal to 101% of the principal amount of such outstanding notes, plus accrued and unpaid interest, if any, to the date of the repurchase. The source of funds for any purchase of the notes would be our available cash generated from other sources, including borrowings, sales of assets, sales of equity or funds provided by our existing or new equityholders. We cannot assure you that these sources will be available or sufficient to make the required repurchase of notes. In addition, our senior secured credit facility restricts our ability to repurchase the notes, including pursuant to a change of control offer and a change of control will result in an event of default under our senior secured credit facility and may result in an event of default under other indebtedness that we may incur in the future. An event of default under our senior secured credit facility or other future senior indebtedness could result in an acceleration of such indebtedness, in which case the subordination provisions of the notes would require payment in full of such senior indebtedness before we could repurchase the notes. We cannot assure you that we would have sufficient resources to repurchase the notes and pay our other obligations if the indebtedness under our senior secured credit facility or other future senior indebtedness were accelerated upon the occurrence of a change of control. See "Description of the Notes—Purchase of Notes Upon a Change of Control" and "Description of Certain Indebtedness."

None of our existing foreign or non-wholly owned domestic subsidiaries are guarantors and you may not be able to look to the assets of such subsidiaries for payment on the notes. In addition, because the notes are structurally subordinated to the indebtedness of our non-guarantor subsidiaries, your right to receive payments on the notes could be adversely affected if any of our foreign subsidiaries or other non-guarantor domestic subsidiaries declare bankruptcy, liquidate, or reorganize.

Holders of notes will not have any claim as creditors of our subsidiaries that are not guarantors of the notes. None of our foreign subsidiaries or non-wholly owned subsidiaries guarantee the notes. In addition, the terms of the notes permit subsidiary guarantors to be released in certain circumstances.

The notes are structurally subordinated to any existing and future preferred stock, indebtedness and other liabilities of any of our subsidiaries that do not guarantee the notes. This is so even if such obligations do not constitute senior indebtedness. In addition, the indenture will, subject to limitations, permit our non-guarantor subsidiaries to incur additional indebtedness and will not contain any limitation on the amount of other liabilities that may be incurred by these subsidiaries. Our non-wholly owned non-guarantors can guarantee certain types of other debt so long as they constitute less than 3% of our consolidated net income. In the event of a bankruptcy, liquidation or reorganization of any of the non-guarantor subsidiaries, holders of preferred stock, indebtedness and other liabilities of such non-guarantor subsidiaries will generally be entitled to payment of their claims from the assets of those non-guarantor subsidiaries before any assets are made available for distribution to us. In addition, the ability of the non-guarantor subsidiaries to pay dividends or distributions to us is subject to applicable local laws, tax laws and other restrictions. In addition, if we sell our international operations, we may be able to make a restricted payment of 35% of the proceeds subject to compliance with the terms of our senior secured credit facility and "Description of Notes—Limitation on Restricted Payments." We are currently reviewing our operations to determine if there are any assets that we should sell, including our international operations. During the nine months ended March 28, 2004, our non-guarantor subsidiaries accounted for approximately 13% of our net revenue and, as of March 28, 2004, approximately 16% of our total assets.

Under fraudulent conveyance laws, a court could void obligations under the notes or the guarantees by our subsidiaries. These risks are enhanced because the proceeds of our offering are being used to fund an acquisition.

Under the federal bankruptcy laws and comparable provisions of state fraudulent conveyance laws, a court could void obligations under the notes or the guarantees by our subsidiaries, subordinate those obligations to more junior obligations or require holders of the notes to repay any payments made under the notes or pursuant to the guarantees, if an unpaid creditor or representative of creditors, such as a trustee in bankruptcy or our company as a debtor-in-possession, claims that the notes or the subsidiary guarantees constituted a fraudulent conveyance. These risks are enhanced because the proceeds of our offering were used to fund the Transactions. For this claim to succeed, the claimant must generally show that:

•

fair consideration or reasonably equivalent value was not received in exchange for the obligation; and

•

at the time the obligation was incurred, the obligor:

•: was insolvent;
•: was rendered insolvent by reason of the obligation;
•: was engaged in a business or transaction for which its remaining assets constituted unreasonably small capital; or
•: intended to incur, or believed that it would incur, debts beyond its ability to pay them as debts matured.

The measure of insolvency for these purposes will depend upon the law of the jurisdiction being applied. Generally, however, an obligor will be considered insolvent for these purposes if:

•: the sum of its debts, including contingent liabilities, was greater than the salable value of all of its assets at a fair valuation;
•: the present fair salable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

•: it could not pay its debts as they become due.

Moreover, regardless of solvency, a court could void an incurrence of indebtedness, including under our senior secured credit facility, the notes or the guarantees, if it determined that the transaction was made with intent to hinder, delay or defraud our or our guarantors' creditors.

On the basis of historical financial information, recent operating history and other factors, we believe that we and each of our guarantors, after giving effect to the debt incurred in connection with the offering of the notes and the borrowings under our senior secured credit facility and the use of proceeds therefrom, did not become insolvent, did not have unreasonably small capital for the business in which we are or each of our guarantors is engaged and did not incur debts beyond our or each of our guarantors' ability to pay our or our guarantors' debts as they mature. However, we cannot assure you as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

Risks Relating to Our Business and Operations

Our bowling centers business faces intense competition from other leisure activities, and, in particular, has experienced declines in the number of games bowled.

Bowling is both a competitive sport and a recreational entertainment activity and faces competition from numerous alternative leisure activities. The success of our bowling centers business is subject to continued interest in bowling, the availability and affordability of other recreational and entertainment alternatives, the amount of customer leisure time, and other social and economic factors over which we have no control.

Our bowling center business has experienced and is continuing to experience a decline in the number of games bowled per lane per day, also known as "lineage". This decline has been primarily caused by a decrease in the number of league bowlers. We believe this decline is attributable to changing lifestyles, resulting in fewer players willing or able to make the commitment to the traditional 30-week league season. Although more people are bowling at our bowling centers, they are bowling less often. While we are seeking to improve lineage at the bowling centers and offset the financial impact of lineage declines, we have experienced difficulty in our efforts to increase lineage and cannot assure you that we will be successful in offsetting further declines in lineage, or that lineage will not further decrease.

In evaluating our bowling center operations from time to time, we may determine that the long-term financial viability of our bowling centers business is best served by ending operations at certain under-performing centers or in specific regions or countries. We would expect to incur charges with respect to any actions to end operations at under-performing centers.

We face significant global competition in our bowling products business.

AMF and Brunswick Corporation are the two largest manufacturers of bowling center equipment and are the only full-line manufacturers of bowling equipment and supplies that compete globally. We also compete with smaller, focused companies in certain product lines. In recent years, we have experienced price pressure and loss of market share in connection with the growth of lower cost, lower quality bowling products and readily available low cost used equipment. We expect the trend toward lower cost products to continue.

Our foreign operations are subject to various risks which may have a material adverse effect on our business.

We have significant operations outside of the United States, including, but not limited to, bowling center operations in Australia (46 centers), the United Kingdom (33 centers), Mexico (9 centers), France (4 centers) and Japan (3 centers). Our bowling products business also has a significant sales presence in Europe, with European operations centralized out of Rotterdam, the Netherlands. Our

international operations are subject to the usual risks inherent in operating abroad, including, but not limited to, currency exchange rate fluctuations, restrictive laws, tariffs, import and export duties and quotas, foreign customers, value added taxes, difficulty in obtaining distribution and support for products, the laws and policies of the United States affecting trade, international investment and loans, and foreign tax law changes. We do not currently hedge for currency fluctuations. Furthermore, our products business experiences significant volatility in international demand for NCPs. For example, from 1997 to 2000, the revenue from bowling products sold in China dropped from approximately $70 million to less than $5 million.

We may not be able to renew real property leases for certain bowling centers on current favorable terms.

Of the 375 bowling centers that we currently operate in the United States, 309 are operated on premises under existing leases and 66 are owned properties in the United States. 186 properties were sold to and leased back from an unaffiliated third party upon completion of the sale-leaseback facility. We refer to such leases as our "leaseback leases." Certain of our U.S. leases are long term leases at rents we believe to be below current market rates. Other such leases have rents fixed at a percentage of the revenue generated by the bowling center on the leased premises. If revenue generated by these bowling centers decreases, landlords may decide not to renew the leases or to change the terms of the rents to be paid under the leases. Of our 309 U.S. leases, 69 expire within the next five years, of which 25 do not have options to further extend the lease term. We cannot assure you that we will succeed in negotiating leases at these centers on favorable terms. We also may choose not to renew, or may not be able to renew, certain of such existing leases if the capital investment then required to maintain the centers at leased locations is not justified by the return on the investment required. If we are not able to renew our leases at rents that allow such centers to remain profitable as their terms expire, the number of our U.S. bowling centers may decrease, resulting in lower revenue from bowling center operations, which may impact our ability to meet our financial goals. Bowling centers subject to the sale-leaseback facility have an initial lease term of approximately 20 years, with 9 renewal terms, the first of which being for a term of 10 years and the remainder being for a term of 5 years each. To the extent we are in default under the sale-leaseback facility, our operation of all of these facilities could be negatively impacted.

We depend on key personnel for our current and future performance.

Our current and future performance depends to a significant degree upon the continued contributions of our senior management team and other key personnel, especially at the bowling center level. We have experienced significant corporate management turnover in the past and we are presently led by a new Chief Executive Officer, as further discussed in the section entitled "Management." Any additional new corporate management would be untested. The loss or unavailability of any member of our corporate management team or a key employee could adversely affect us. In addition, we may have higher than normal turnover as a result of the consummation of the Transactions. We cannot assure you that we would be able to locate or employ qualified replacements on acceptable terms for senior management or key employees if their services are no longer available.

Our results of operations fluctuate on a seasonal basis.

Our financial performance is seasonal. Revenue and cash flow peak in the winter months and reach their lows in the summer. The seasonality is based on both the bowling league season and bowling's popularity as an indoor activity, especially in cold and/or rainy weather. A shortage of cash flow in summer months could result in an inability to service our debt. Furthermore, unusual weather conditions such as heavy snow, ice storms or unseasonably pleasant weather in early spring or late fall can reduce traffic at our bowling centers during those periods.

Our bankruptcy reorganization could harm our business, financial condition and results of operations.

We emerged from bankruptcy in March 2002. There may still be a perception that we may not be able to satisfy debt and other obligations in the future as a result of our bankruptcy reorganization and this could adversely affect our ability to obtain adequate financing, our relationships with our customers and suppliers, and our ability to retain or attract high-quality employees.

Our operations are subject to many governmental regulations that could adversely affect our operations.

Various federal, state and local laws and permitting and licensing requirements affect our business, including alcoholic beverage, health and safety and fire agencies in the state, county or municipality in which our operations are located. For example, each bowling center is required to maintain a license to sell alcoholic beverages on the premises. We are also subject to state and federal regulations regarding employees, such as minimum wage and overtime pay laws which may impact our financial performance. Any future legislative changes in these areas could adversely affect our business.

We are subject to environmental laws and regulations that could adversely affect our business, financial condition and result of operations.

Our operations are subject to federal, state, local and foreign environmental laws and regulations that impose limitations on the discharge of, and establish standards for the handling, generation, emission, release, discharge, treatment, storage and disposal of, certain materials, substances and wastes. The manufacturing facilities operated by our products business have received in the past notices of noncompliance with various environmental laws and regulations and have paid fines and undertaken corrective action in connection with such noncompliance. In the future, we could incur substantial costs, including fines or sanctions, in order to achieve and maintain compliance with such environmental laws and regulations.

We are also subject to laws and regulations governing remediation of contamination at facilities currently or formerly owned or operated by us or to which we have sent hazardous substances or wastes for treatment, recycling or disposal. Certain of our present and former properties are, or may be, contaminated with hazardous materials. In addition, some of our older bowling centers may contain asbestos-containing materials. We could incur substantial costs and liabilities, including cleanup costs and third-party claims for property damage or personal injury, in connection with such environmental laws and regulations relating to hazardous substance contamination. We cannot assure you that such costs or liabilities will not be material.

We cannot predict what environmental or health and safety legislation or regulations will be enacted in the future or how existing or future laws or regulations will be enforced, administered or interpreted. We also cannot predict the amount of future expenditures that may be required in order to comply with such environmental or health and safety laws or regulations or to respond to environmental claims.

The nature of our bowling center operations gives rise to a number of lawsuits.

Injuries at our bowling centers include injuries resulting from slips or falls on bowling lanes, injuries as a result of crimes occurring in the parking lots of various bowling centers, and alcohol-related injuries. Most of the claims or proceedings arising from these injuries are not considered material on an individual basis, but in the aggregate, such claims or proceedings and resulting losses may have a material adverse effect on our financial condition. Furthermore, we currently self-insure liability for each occurrence up to $500,000, therefore, we must satisfy in full each individual claim unless and until such claim exceeds $500,000 and then seek insurance reimbursements for any excess losses. The adverse impact of an increase in claims or our experience in favorably resolving claims could adversely affect the results of operations.

In addition, one of our subsidiaries is a defendant in certain actions alleging violations of federal legislation involving unsolicited communications. These actions were brought by plaintiffs who received unsolicited marketing materials by facsimile. The plaintiffs in these actions seek statutory damages and have requested geographically-limited class certifications. It is not possible at this time to predict the outcome of such actions but such actions could result in a material adverse effect.

We are also subject to various other litigation claims in the ordinary course of business.

We have incurred and may continue to incur costs related to the Americans with Disabilities Act of 1990.

Our bowling centers must comply with Title III of the Americans with Disabilities Act of 1990 (the "ADA") and analogous state and local laws. Compliance with the ADA requires, among other things, that public facilities "reasonably accommodate" individuals with disabilities and that new construction or alterations made to "commercial facilities" conform to accessibility guidelines. We have been and continue to be involved in litigation in which it is claimed that certain of our bowling centers do not comply with the ADA. These cases and any future ADA litigation could result in fines, injunctive relief, awards for damages to private litigations and additional capital expenditures to remedy non-compliance.

The interests of our controlling shareholders may be in conflict with your interests as a holder of the notes.

CHS IV has the ability to elect a majority of the board of managers or directors, as applicable, of Kingpin Holdings, AMF Worldwide and its subsidiaries and generally to control our affairs and policies. Circumstances may arise in which the interests of CHS IV or any other equity investor could be in conflict with the interests of the holders of the notes. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of the equity holders may conflict with your interests as a holder of the notes. See "Certain Relationships and Related Transactions."

The increased capital expenditures and marketing and sales costs incurred in the execution of our future business strategy may not yield the expected results.

We expect to selectively increase spending on capital improvements and marketing and sales programs in an effort to grow revenue. This additional spending may not yield the positive results that we expect, and as a result, our cash flows could be significantly impaired.

We may be unable to protect our trademarks and other intellectual property; in addition, we may be subject to intellectual property litigation and infringement claims by third parties.

We currently rely on a combination of registered and unregistered trademark, copyright, patent rights, and domain names to protect certain aspects of our business. We have licensed, and may license in the future, patents, trademarks, and similar proprietary rights to and from third parties, and have entered into, and may enter into in the future, other contractual arrangements with employees and third parties relating to our intellectual property rights. While we attempt to ensure that our intellectual property and similar proprietary rights are protected and that the third-party rights we need are licensed to us when entering into business relationships, third parties may take actions that could materially and adversely affect our rights or the value of our intellectual property, similar proprietary rights or reputation. Furthermore, we can give you no assurance that claims or litigation asserting infringement of intellectual property rights will not be initiated by third parties seeking damages, the payment of royalties or licensing fees and/or an injunction against the sale of our products or that we would prevail in any litigation or be successful in preventing such judgment. In the future, we may also rely on litigation to enforce our intellectual property rights and contractual rights, and, if not successful, we may not be able to protect the value of our intellectual property. Any litigation could be protracted and costly and could have a material adverse effect on our business and results of operations regardless of its outcome. Although we believe that our intellectual property rights are sufficient to allow us to conduct our business without incurring liability to third parties, our products may infringe on the

intellectual property rights of third parties and our intellectual property rights may not have the value we believe them to have.

Anti-smoking legislation in numerous states has affected and may continue to affect overall traffic and revenue in certain of our bowling centers.

As a result of anti-smoking legislation, smoking is prohibited or restricted in our bowling centers in a number of states. We have found that centers subject to smoking prohibitions often experience a reduction in traffic and a corresponding drop in revenue. It is possible that anti-smoking legislation may be passed in additional states where we operate bowling centers. We cannot predict the effect of such legislation on our future bowling center revenue.

Our bowling products business may be subject to retaliatory duties imposed by the European Union.

As a result of certain rulings by the World Trade Organization with respect to tax benefits granted to U.S. exporters under U.S. tax laws, a substantial portion of our bowling products exported into European Union countries are subject to an additional duty. The additional duty was 5% ad valorem in March 2004 and increases 1% each month thereafter up to a maximum of 14%. These additional duties could have a material adverse effect on our revenue and cash flow. In addition, our business in the past has been affected by trade disputes between the U.S. and Europe. In the future, to the extent we are affected by trade disputes and increased tariffs are levied on our goods, our results of operations may be adversely impacted.

You are unlikely to be able to seek remedies against Arthur Andersen LLP, our former independent auditor.

Our consolidated financial statements for fiscal year 2001 and for prior years, were audited by Arthur Andersen LLP, our former independent auditor. On June 15, 2002, Arthur Andersen was convicted of a federal obstruction of justice charge arising from the federal government's investigation of Enron Corporation. On August 31, 2002, Arthur Andersen ceased practicing before the SEC. SEC rules require us to present our audited financial statements in various SEC filings, along with Arthur Andersen's consent to our inclusion of its audit report in those filings. Arthur Andersen has not consented to the use of its audit report on our financial statements for fiscal years 1998-2001 included in this prospectus, and we do not expect to receive Arthur Andersen's consent in any filing that we make with the SEC, including the registration statement we are required to file with respect to the notes. Without this consent, it may become more difficult for you to seek remedies against Arthur Andersen. Furthermore, relief in connection with claims which may be available to investors under the federal securities laws against auditing firms may not be available as a practical matter against Arthur Andersen. You are unlikely to be able to exercise effective remedies or judgments against Arthur Andersen.

FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). The words "believes," "anticipates," "plans," "expects," "intends," "estimates" and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance and achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These factors, risks and uncertainties include, but are not limited to, the following:

•: Our substantial indebtedness and the possibility that we may incur additional indebtedness going forward;
•: Our ability to generate sufficient cash flow to make interest payments on the notes;
•: Significant operating and financial restrictions placed on us by the indenture, our senior secured credit facility and the sale-leaseback facility;
•: Our ability to repurchase the notes upon a change of control;
•: The ability of the guarantors to make payments under their guarantees;
•: The popularity of bowling;
•: Competition in our bowling products business;
•: Risks related to our foreign operations;
•: The condition of the capital markets generally, which will be affected by interest rates, foreign currency fluctuations and general economic conditions;
•: Our ability to renew our real estate leases;
•: Our ability to retain and attract key employees;
•: The seasonality of and effect of unusual weather on our business;
•: The effect of our prior bankruptcy;
•: The effect of federal, state and local laws and permit requirements of governments, agencies and similar organizations in geographic areas where we have a financial interest;
•: The outcome of existing or future litigation or regulatory proceedings;
•: Potential conflicts of interest with holders of our equity securities;
•: Our ability to successfully implement our business initiatives;
•: The impact of anti-smoking legislation on our bowling center operations;
•: Potential retaliatory duties imposed on our products business by other countries; and
•: Other business or investment considerations that may be disclosed from time to time in our SEC filings or in other publicly disseminated written documents.

These forward-looking statements speak only as of the date of this prospectus. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing review of factors that could cause our actual results to differ materially from those contemplated in any forward-looking statements included in this prospectus should not be construed as exhaustive. You should also read, among other things, the risks and uncertainties described in the section titled "Risk Factors" and in the documents that we refer to in the section titled "Where You Can Find Other Information." We qualify all our forward-looking statements by these cautionary statements.

EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

We, the subsidiary guarantors and the initial purchasers entered into a registration rights agreement in connection with the issuance of the outstanding notes on February 27, 2004. Under the registration rights agreement, we and the guarantors agreed to:

•: file a registration statement within 150 days after the issue date of the outstanding enabling holders of outstanding notes to exchange the privately placed outstanding notes for publicly registered exchange notes with identical terms;
•: use our reasonable best efforts to cause the registration statement to become effective within 210 days after the issue date of the outstanding notes;
•: use our reasonable best efforts to complete the exchange offer within 240 days after the issue date of the outstanding notes; and
•: use our reasonable best efforts to file a shelf registration statement for the resale of the notes if we cannot effect an exchange offer within the time periods listed above and in other circumstances.

We and the subsidiary guarantors will pay additional interest on the notes for the periods described below if:

•: we and the subsidiary guarantors do not file the required registration statement on time;
•: the SEC does not declare the required registration statement effective on time;
•: the exchange offer is not consummated or a shelf registration statement is not declare effective on time; or
•: the shelf registration statement is declared effective but shall later become unusable in connection with resales of the notes during the periods specified in the registration rights agreement.

You will not have any remedy other than liquidated damages on the notes if we fail to meet the deadlines listed above, which we refer to as a registration default. When there is a registration default, the interest rate of the notes will increase by one-quarter of one percent per year for the first 90-day period. The interest rate (as so increased) will increase by an additional one-quarter of one percent each subsequent 90-day period until all registration defaults have been cured, up to an aggregate maximum increase in the interest rate equal to one percent (1%) per annum. Following the cure of all registration defaults, the accrual of additional interest will cease and the interest rate will revert to the original rate.

Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept any and all outstanding notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding notes accepted in the exchange offer. Any holder may tender some or all of its outstanding notes pursuant to the exchange offer. However, outstanding notes may be tendered only in integral multiples of $1,000.

The form and terms of the exchange notes are the same as the form and terms of the outstanding notes except that:

•: the exchange notes bear a Series B designation and a different CUSIP Number from the outstanding notes;
•: the exchange notes have been registered under the Securities Act and hence will not bear legends restricting the transfer thereof; and
•: the holders of the exchange notes will not be entitled to certain rights under the registration rights agreement, including the provisions providing for an increase in the interest rate on the outstanding notes in certain circumstances relating to the timing of the exchange offer, all of which rights will terminate when the exchange offer is terminated.

The exchange notes will evidence the same debt as the outstanding notes and will be entitled to the benefits of the indenture relating to the outstanding notes.

As of the date of this prospectus, $150,000,000 aggregate principal amount of the outstanding notes were outstanding. We have fixed the close of business on , 2004 as the record date for the exchange offer for purposes of determining the persons to whom this prospectus and the letter of transmittal will be mailed initially.

Holders of outstanding notes do not have any appraisal or dissenters' rights under the General Corporation Law of the State of Delaware or the indenture relating to the notes in connection with the exchange offer. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder.

We will be deemed to have accepted validly tendered outstanding notes when, as and if we have given oral or written notice thereof to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the exchange notes from us.

If any tendered outstanding notes are not accepted for exchange because of an invalid tender, the occurrence of specified other events set forth in this prospectus or otherwise, the certificates for any unaccepted outstanding notes will be returned, without expense, to the tendering holder thereof promptly following the expiration date of the exchange offer.

Holders who tender outstanding notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes pursuant to the exchange offer. We will pay all charges and expenses, other than transfer taxes in certain circumstances, in connection with the exchange offer. See "—Fees and Expenses."

Expiration Date; Extensions; Amendments

The term "expiration date" will mean 5:00 p.m., New York City time, on , 2004, unless we, in our sole discretion, extend the exchange offer, in which case the term "expiration date" will mean the latest date and time to which the exchange offer is extended.

In order to extend the exchange offer, we will make a press release or other public announcement, notify the exchange agent of any extension by oral or written notice and will mail to the registered holders an announcement thereof, each prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

We reserve the right, in our sole discretion, (1) to delay accepting any outstanding notes, to extend the exchange offer or to terminate the exchange offer if any of the conditions set forth below under "—Conditions" have not been satisfied, by giving oral or written notice of any delay, extension or termination to the exchange agent or (2) to amend the terms of the exchange offer in any manner.

Such decision will also be communicated in a press release or other public announcement prior to 9:00 a.m., New York City time on the next business day following such decision Any announcement of delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice thereof to the registered holders.

Interest on the Exchange Notes

The exchange notes will bear interest from their date of issuance. Holders of outstanding notes that are accepted for exchange will receive, in cash, accrued interest thereon to, but not including, the date of issuance of the exchange notes. Such interest will be paid with the first interest payment on the exchange notes on September 1, 2004. Interest on the outstanding notes accepted for exchange will cease to accrue upon issuance of the exchange notes.

Interest on the exchange notes is payable semi-annually on each March 1 and September 1, commencing on September 1, 2004.

Procedures for Tendering

Only a holder of outstanding notes may tender outstanding notes in the exchange offer. To tender in the exchange offer, a holder must complete, sign and date the letter of transmittal, or a facsimile thereof, have the signatures thereon guaranteed if required by the letter of transmittal or transmit an agent's message in connection with a book-entry transfer, and mail or otherwise deliver the letter of transmittal or the facsimile, together with the outstanding notes and any other required documents, to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date. To be tendered effectively, the outstanding notes, letter of transmittal or an agent's message and other required documents must be completed and received by the exchange agent at the address set forth below under "—Exchange Agent" prior to 5:00 p.m., New York City time, on the expiration date. Delivery of the outstanding notes may be made by book-entry transfer in accordance with the procedures described below. Confirmation of the book-entry transfer must be received by the exchange agent prior to the expiration date.

The term "agent's message" means a message, transmitted by a book-entry transfer facility to, and received by, the exchange agent forming a part of a confirmation of a book-entry, which states that the book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the outstanding notes that the participant has received and agrees: (1) to participate in ATOP; (2) to be bound by the terms of the letter of transmittal; and (3) that we may enforce the agreement against the participant.

By executing the letter of transmittal, each holder will make to us the representations set forth above in the third paragraph under the heading "—Purpose and Effect of the Exchange Offer."

The tender by a holder and our acceptance thereof will constitute an agreement between the holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal or agent's message.

The method of delivery of outstanding notes and the letter of transmittal or agent's message and all other required documents to the exchange agent is at the election and sole risk of the holder. As an alternative to delivery by mail, holders may wish to consider overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the exchange agent before the expiration date. No letter of transmittal or outstanding notes should be sent to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the above transactions for them.

Any beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the

registered holder promptly and instruct the registered holder to tender on the beneficial owner's behalf. See "Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner" included with the letter of transmittal.

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member of the Medallion System unless the outstanding notes tendered pursuant to the letter of transmittal are tendered (1) by a registered holder who has not completed the box entitled "Special Registration Instructions" or "Special Delivery Instructions" on the letter of transmittal or (2) for the account of a member firm of the Medallion System. In the event that signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantee must be by a member firm of the Medallion System.

If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed in this prospectus, the outstanding notes must be endorsed or accompanied by a properly completed bond power, signed by the registered holder as the registered holder's name appears on the outstanding notes with the signature thereon guaranteed by a member firm of the Medallion System.

If the letter of transmittal or any outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, offices of corporations or others acting in a fiduciary or representative capacity, the person signing should so indicate when signing, and evidence satisfactory to us of its authority to so act must be submitted with the letter of transmittal.

We understand that the exchange agent will make a request promptly after the date of this prospectus to establish accounts with respect to the outstanding notes at DTC for the purpose of facilitating the exchange offer, and subject to the establishment thereof, any financial institution that is a participant in DTC's system may make book-entry delivery of outstanding notes by causing DTC to transfer the outstanding notes into the exchange agent's account with respect to the outstanding notes in accordance with DTC's procedures for the transfer. Although delivery of the outstanding notes may be effected through book-entry transfer into the exchange agent's account at DTC, unless an agent's message is received by the exchange agent in compliance with ATOP, an appropriate letter of transmittal properly completed and duly executed with any required signature guarantee and all other required documents must in each case be transmitted to and received or confirmed by the exchange agent at its address set forth below on or prior to the expiration date, or, if the guaranteed delivery procedures described below are complied with, within the time period provided under the procedures. Delivery of documents to DTC does not constitute delivery to the exchange agent.

All questions as to the validity, form, eligibility, including time of receipt, acceptance of tendered outstanding notes and withdrawal of tendered outstanding notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all outstanding notes not properly tendered or any outstanding notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right in our sole discretion to waive any defects, irregularities or conditions of tender as to particular outstanding notes, provided however that, to the extent such waiver includes any condition to tender, we will waive such condition as to all tendering holders. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding notes must be cured within the time we determine. Although we intend to notify holders of defects or irregularities with respect to tenders of outstanding notes, neither we, the exchange agent nor any other person will incur any liability for failure to give the notification. Tenders of outstanding notes will not be deemed to have been made until the defects or irregularities have been cured or waived. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the defects or

irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, promptly following the expiration date.

Guaranteed Delivery Procedures

Holders who wish to tender their outstanding notes and (1) whose outstanding notes are not immediately available, (2) who cannot deliver their outstanding notes, the letter of transmittal or any other required documents to the exchange agent or (3) who cannot complete the procedures for book-entry transfer, prior to the expiration date, may effect a tender if:

(A): the tender is made through a member firm of the Medallion System;
(B): prior to the expiration date, the exchange agent receives from a member firm of the Medallion System a properly completed and duly executed Notice of Guaranteed Delivery by facsimile transmission, mail or hand delivery setting forth the name and address of the holder, the certificate number(s) of the outstanding notes and the principal amount of outstanding notes tendered, stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal or facsimile thereof together with the certificate(s) representing the outstanding notes or a confirmation of book-entry transfer of the outstanding notes into the exchange agent's account at DTC, and any other documents required by the letter of transmittal will be deposited by the member firm of the Medallion System with the exchange agent; and
(C): the properly completed and executed letter of transmittal of facsimile thereof, as well as the certificate(s) representing all tendered outstanding notes in proper form for transfer or a confirmation of book-entry transfer of the outstanding notes into the exchange agent's account at DTC, and all other documents required by the letter of transmittal are received by the exchange agent within three New York Stock Exchange trading days after the expiration date.

Upon request to the exchange agent, a Notice of Guaranteed Delivery will be sent to holders who wish to tender their outstanding notes according to the guaranteed delivery procedures set forth above.

Withdrawal of Tenders

Except as otherwise provided in this prospectus, tenders of outstanding notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

To withdraw a tender of outstanding notes in the exchange offer, a telegram, telex, letter or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth in this prospectus prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. Any notice of withdrawal must:

(1): specify the name of the person having deposited the outstanding notes to be withdrawn;
(2): identify the outstanding notes to be withdrawn, including the certificate number(s) and principal amount of the outstanding notes, or, in the case of outstanding notes transferred by book-entry transfer, the name and number of the account at DTC to be credited;
(3): be signed by the holder in the same manner as the original signature on the letter of transmittal by which the outstanding notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee with respect to the outstanding notes register the transfer of the outstanding notes into the name of the person withdrawing the tender; and
(4): specify the name in which any outstanding notes are to be registered, if different from that of the person depositing the outstanding notes to be withdrawn.

All questions as to the validity, form and eligibility, including time of receipt, of the notices will be determined by us, which determination will be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no exchange notes will be issued with respect thereto unless the outstanding notes so withdrawn are validly retendered. Any outstanding notes which have been tendered but which are not accepted for exchange will be returned to the holder thereof without cost to the holder promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding notes may be retendered by following one of the procedures described above under "—Procedures for Tendering" at any time prior to the expiration date.

Conditions

Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or exchange notes for, any outstanding notes, and may, prior to the expiration of the exchange offer, terminate or amend the exchange offer as provided in this prospectus before the acceptance of the outstanding notes, if:

(1): any action or proceeding is instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer which we reasonably believe might materially impair our ability to proceed with the exchange offer or any material adverse development has occurred in any existing action or proceeding with respect to us or any of our subsidiaries; or
(2): any law, statute, rule, regulation or interpretation by the Staff of the SEC is proposed, adopted or enacted, which we reasonably believe might materially impair our ability to proceed with the exchange offer or materially impair the contemplated benefits of the exchange offer to us; or
(3): any governmental approval has not been obtained, which approval we reasonably believe to be necessary for the consummation of the exchange offer as contemplated by this prospectus.

If we determine in our reasonable discretion that any of the conditions are not satisfied, we may (1) refuse to accept any outstanding notes and return all tendered outstanding notes to the tendering holders, (2) extend the exchange offer and retain all outstanding notes tendered prior to the expiration of the exchange offer, subject, however, to the rights of holders to withdraw the outstanding notes (see "—Withdrawal of Tenders") or (3) waive the unsatisfied conditions with respect to the exchange offer and accept all properly tendered outstanding notes which have not been withdrawn.

Exchange Agent

Wilmington Trust Company has been appointed as exchange agent for the exchange offer. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter

of transmittal and requests for Notice of Guaranteed Delivery should be directed to the exchange agent addressed as follows:

By Registered or Certified Mail: Wilmington Trust Company DC-1626 Processing Unit P.O. Box 8861 Wilmington, Delaware 19899-8861		By Hand Prior to 4:30 p.m., New York City time, or Overnight Courier: Wilmington Trust Company Corporate Capital Markets 1100 North Market Street Rodney Square North Wilmington, Delaware 19890-1626
Facsimile Transmission: (302) 636-4145
For Information Telephone: (302) 636-6470

Delivery to an address other than set forth above will not constitute a valid delivery.

Fees and Expenses

We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, additional solicitation may be made by telegraph, telecopy, telephone or in person by our and our affiliates' officers and regular employees.

We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses incurred in connection with these services.

We will pay the cash expenses to be incurred in connection with the exchange offer. Such expenses include fees and expenses of the exchange agent and trustee, accounting and legal fees and printing costs, among others.

Accounting Treatment

The exchange notes will be recorded at the same carrying value as the outstanding notes, which is face value, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes as a result of the exchange offer. The expenses of the exchange offer will be deferred and charged to expense over the term of the exchange notes.

Consequences of Failure to Exchange

The outstanding notes that are not exchanged for exchange notes pursuant to the exchange offer will remain restricted securities. Accordingly, the outstanding notes may be resold only:

(1): to us upon redemption thereof or otherwise;
(2): so long as the outstanding notes are eligible for resale pursuant to Rule 144A, to a person inside the United States whom the seller reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A, in accordance with Rule 144 under the Securities Act, or pursuant to another exemption from the registration requirements of the Securities Act, which other exemption is based upon an opinion of counsel reasonably acceptable to us;
(3): outside the United States to a foreign person in a transaction meeting the requirements of Rule 904 under the Securities Act; or

(4): pursuant to an effective registration statement under the Securities Act,

in each case in accordance with any applicable securities laws of any state of the United States.

Resale of the Exchange Notes

With respect to resales of exchange notes, based on interpretations by the Staff of the SEC set forth in no-action letters issued to third parties, we believe that a holder or other person who receives exchange notes, whether or not the person is the holder, other than a person that is our affiliate within the meaning of Rule 405 under the Securities Act, in exchange for outstanding notes in the ordinary course of business and who is not participating, does not intend to participate, and has no arrangement or understanding with any person to participate, in the distribution of the exchange notes, will be allowed to resell the exchange notes to the public without further registration under the Securities Act and without delivering to the purchasers of the exchange notes a prospectus that satisfies the requirements of Section 10 of the Securities Act. However, if any holder acquires exchange notes in the exchange offer for the purpose of distributing or participating in a distribution of the exchange notes, the holder cannot rely on the position of the Staff of the SEC expressed in the no-action letters or any similar interpretive letters, and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, unless an exemption from registration is otherwise available. Further, each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the outstanding notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes.

USE OF PROCEEDS

This exchange offer is intended to satisfy certain of our obligations under the registration rights agreement. We will not receive any cash proceeds from the issuance of the exchange notes. In consideration for issuing the exchange notes contemplated in this prospectus, we will receive outstanding notes in like principal amount, the form and terms of which are the same as the form and terms of the exchange notes, except as otherwise described in this prospectus.

We used the net proceeds from the issuance and sale of the outstanding notes of approximately $145.9 million, together with borrowings under our senior secured credit facility and proceeds received under the sale-leaseback facility, primarily to: (i) pay the merger consideration to the shareholders of AMF Worldwide; (ii) purchase the outstanding 13% senior subordinated notes due 2008 tendered in the tender offer; (iii) refinance existing indebtedness; and (iv) pay fees and expenses associated with the Transactions and for general corporate purposes.

CAPITALIZATION

The following table sets forth our actual unaudited consolidated cash and cash equivalents and capitalization as of March 28, 2004. This table should be read in conjunction with our consolidated financial statements and the related notes thereto, the sections "Unaudited Pro Forma Financial Information," "Selected Historical Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and accompanying notes thereto included elsewhere in this prospectus.

			As of March 28, 2004
			($ in millions)
Cash and cash equivalents			$	23.0

Debt:
	Senior secured credit facility:
		Revolver(1)	$	—
		Term loans		135.0
	Outstanding notes			150.0
	Other debt(2)			3.9

		Total debt		288.9
Total stockholders' equity				129.8

Total capitalization			$	418.7

(1): $40 million aggregate commitment.
(2): Consists primarily of capitalized leases.

UNAUDITED PRO FORMA FINANCIAL INFORMATION

We derived the unaudited pro forma consolidated financial data set forth below by applying pro forma adjustments attributable to the Transactions to our historical consolidated financial statements appearing elsewhere in this prospectus.

The unaudited pro forma consolidated statements of operations for the nine months ended March 30, 2003 and March 28, 2004 and the fiscal year ended June 29, 2003 give effect to the Transactions as if they were consummated on July 1, 2002. The unaudited pro forma consolidated financial data does not purport to represent what our results of operations would have been if the Transactions had occurred on the dates indicated, nor are they indicative of results for any future periods.

The unaudited pro forma consolidated statements of operations data has been prepared giving effect to the merger, which has been accounted for as a purchase in accordance with SFAS No. 141, "Business Combinations." Under purchase accounting, the total merger consideration was allocated to our assets and liabilities based upon management's preliminary estimates of fair value. The final allocation of the acquisition consideration will be based upon management's consideration of a final valuation analysis prepared by an independent valuation firm. Any adjustments based on that final valuation may change the allocations of the acquisition consideration, which could affect the fair value assigned to the assets and liabilities and could result in a change to the unaudited pro forma consolidated financial data.

The unaudited pro forma consolidated financial data is presented for informational purposes only, is based upon available information and certain assumptions that we believe are reasonable, and exclude certain non-recurring charges. Certain amounts may be affected by rounding. You should read the unaudited pro forma consolidated financial data and the accompanying notes in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our historical consolidated financial statements including the notes thereto.

AMF BOWLING WORLDWIDE, INC. AND SUBSIDIARIES

Unaudited Pro Forma Consolidated Statement of Operations
For the Year Ended June 29, 2003

($ in millions)

				Historical(1)			Adjustments			Pro Forma
Statement of Operations Data:
Operating revenue				$	667.6		$	—		$	667.6
Operating expenses:
	Cost of goods sold				135.0			—			135.0
	Bowling center operating expenses				369.3			28.7	(3)		398.0
	Selling, general and administrative expenses				42.2			0.9	(4)		43.1
	Restructuring, refinancing and other charges				1.1			—			1.1
	Depreciation and amortization				80.7			3.2	(5)		83.9

		Total operating expenses			628.3			32.8			661.1
			Operating income (loss)		39.3			(32.8	)		6.5
Non operating expenses (income):
	Interest expense				39.8			(15.0	)(6)		24.8
	Interest income				(0.7	)		—			(0.7	)
	Other expense (income), net				(4.0	)		—			(4.0	)

		Total non operating expenses			35.1			(15.0	)		20.1
			Income (loss) before reorganization items, net and provision for income taxes		4.2			(17.8	)		(13.6	)
	Reorganization items expense (income), net				(0.3	)		—			(0.3	)

			Income (loss) before provision for income taxes		4.5			(17.8	)		(13.3	)
Provision for income taxes					1.1			(1.9	)(7)		(0.8	)

			Net income (loss)	$	3.4		$	(15.9	)	$	(12.5	)

See Notes to Unaudited Pro Forma Consolidated Statement of Operations.

AMF BOWLING WORLDWIDE, INC. AND SUBSIDIARIES

Unaudited Pro Forma Consolidated Statement of Operations

For the Nine Months Ended March 30, 2003

($ in millions)

				Historical(1)			Adjustments			Pro Forma
Statement of Operations Data:
Operating revenue				$	515.1		$	—		$	515.1
Operating expenses:
	Cost of goods sold				101.4			—			101.4
	Bowling center operating expenses				278.7			21.6	(3)		300.3
	Selling, general and administrative expenses				29.5			0.7	(4)		30.2
	Depreciation and amortization				63.0			2.5	(5)		65.5

		Total operating expenses			472.6			24.8			497.4
			Operating income (loss)		42.4			(24.8	)		17.7
Nonoperating expenses (income):
	Interest expense				30.4			(11.8)	(6)		18.6
	Interest income				(0.4	)		—			(0.4	)
	Other expense (income), net				(0.3	)		—			(0.3	)

		Total nonoperating expenses			29.7			(11.8	)		17.9
			Income (loss) before provision for income taxes		12.7			(13.0	)		(0.2	)
Provision for income taxes					5.2			(1.0)	(7)		4.2

			Net income (loss)	$	7.5		$	(12.0	)	$	(4.4	)

See Notes to Unaudited Pro Forma Consolidated Statement of Operations.

AMF BOWLING WORLDWIDE, INC. AND SUBSIDIARIES

Unaudited Pro Forma Consolidated Statement of Operations

For the Nine Months Ended March 28, 2004

($ in millions)

				Historical(1)			Adjustments			Pro Forma
Statement of Operations Data:
Operating revenue				$	522.9		$	—		$	522.9
Operating expenses:
	Cost of goods sold				113.6			(7.1)	(2)		106.5
	Bowling center operating expenses				298.8			5.1	(3)		303.9
	Selling, general and administrative expenses				51.2			(19.8)	(4)		31.4
	Depreciation and amortization				46.0			2.0	(5)		48.0

		Total operating expenses			509.6			(19.8	)		489.8
			Operating income (loss)		13.3			19.8			33.1
Nonoperating expenses (income):
	Interest expense				61.5			(43.2)	(6)		18.3
	Interest income				(0.6	)		—			(0.6	)
	Other expense (income), net				(2.3	)		—			(2.3	)

		Total nonoperating expenses			58.6			(43.2	)		15.4
			Income (loss) before provision for income taxes		(45.3	)		63.0			17.7
Provision for income taxes					4.1			(0.9)	(7)		3.2

			Net income (loss)	$	(49.4	)	$	63.9		$	14.5

See Notes to Unaudited Pro Forma Consolidated Statement of Operations.

AMF BOWLING WORLDWIDE, INC. AND SUBSIDIARIES

Notes to Unaudited Pro Forma Consolidated Statement of Operations

($ in millions)

(1): Represents the historical consolidated statements of operations of AMF.
(2): The pro forma consolidated statement of operations for the nine months ended March 28, 2004 excludes the $7.1 million year to date component of the estimated $8.7 million one-time non-cash charge to cost of sales as the inventory which has been adjusted to fair value under purchase accounting is sold in subsequent periods.
(3): Reflects the adjustment to bowling center operating expenses for the rental expense that we would have incurred had the new sale-leaseback facility for certain of our U.S. bowling centers been in place on July 1, 2002. The facility requires monthly cash payments totaling $24.8 million for each of the twelve months ending February 28, 2005 to 2009. $27.2 million for each of the twelve months ending February 28, 2010 to 2014, $30.0 million for each of the twelve months ending February 28, 2015 to 2019, and $33.0 million for each of the twelve months ending February 28, 2020 to 2024. As a result, the straight-line rent charge will be $28.7 million. The pro forma adjustments do not reflect the impact of any increase to property taxes likely to result after the sale-leaseback transaction.
: The nine months ended March 28, 2004 includes one month of historical rental expense under the sale-leaseback facility of $2.4 million and an adjustment for eight months of pro forma rental expense of $19.1 million. In addition, $14.0 million in closing costs related to the sale-leaseback facility have been excluded for the nine months ended March 28, 2004.
(4): Reflects the net adjustment to selling, general and administrative expenses, as follows:

	Fiscal Year ended June 29, 2003			Nine Months ended March 30, 2003			Nine Months ended March 28, 2004
Public company board expenses (a)	$	(1.1	)	$	(0.8	)	$	(0.5	)
Management fees (b)		2.0			1.5			1.3
Transaction costs (c)		—			—			(20.6	)

	$	0.9		$	0.7		$	(19.8	)

(a): Represents historical board expenses incurred as a result of our former public company status. These fees were terminated as a result of the Transactions.
(b): Represents the management fee that will be charged to us by our new owners for certain financial, operational and management services.
: The pro forma adjustment above does not include the remaining post-acquisition retention payments related to the Transactions of $1.2 million.
(c): Represents expenses directly related to the Transactions, primarily professional fees and certain employee retention payments.

(5): Reflects the net adjustment to depreciation and amortization expense, as follows:

	Fiscal Year ended June 29, 2003			Nine Months ended March 30, 2003			Nine Months ended March 28, 2004
Additional depreciation expense as a result of purchase accounting (a)	$	10.0		$	7.5		$	6.7
Reduction in depreciation expense as a result of the sale-leaseback facility (b)		(6.8	)		(5.0	)		(4.7	)

	$	3.2		$	2.5		$	2.0

(a): Represents additional depreciation expense arising from step-up to fair market value of property and equipment. The additional depreciation expense is calculated using the straight line method and a weighted average remaining useful life of approximately 6.1 years.
(b): Represents the reduction of depreciation expense resulting from the sale-leaseback facility discussed in note (3) above. The adjustment assumes that the sale-leaseback facility had been in place on July 1, 2002.

(6): Reflects adjustments to pro forma interest expense resulting from our new capital structure as follows:

			Fiscal Year ended June 29, 2003			Nine Months ended March 30, 2003			Nine Months ended March 28, 2004
Total cash interest expense			$	21.0		$	15.7		$	15.7
Amortization of capitalized debt issuance costs (a)				3.8			2.9			2.6

	Total pro forma interest expense			24.8			18.6			18.3
	Less: historical interest expense			(39.8	)		(30.4	)		(61.5	)

		Net adjustment to interest expense	$	(15.0	)	$	(11.8	)	$	(43.2	)

(a): Represents amortization expense on an estimated $22.0 million of capitalized debt issuance costs related to the Transactions. The debt issuance costs are being amortized over the related term of the debt instrument.

(7): Represents the tax effect of the pro forma adjustments described above.

SELECTED HISTORICAL FINANCIAL DATA

The following selected historical consolidated data as of and for the fiscal year ended June 29, 2003 and as of and for the six months ended June 30, 2002 have been derived from the audited consolidated financial statements of AMF, which were audited by KPMG LLP. The historical consolidated financial data as of and for the four fiscal years ended December 31, 2001 were derived from the audited consolidated financial statements of AMF, which were audited by Arthur Andersen LLP. The selected historical financial data for the nine months ended March 30, 2003 and the nine months ended March 28, 2004 were derived from the unaudited consolidated financial statements of AMF, which were prepared on a basis consistent with our audited consolidated financial statements. In the opinion of management, such unaudited financial data reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the results for those periods. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year or for any future period. The selected historical financial data set forth below is not necessarily indicative of the results of future operations and should be read in conjunction with the discussion under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical consolidated financial statements and accompanying notes included elsewhere in this prospectus.

All dollar amounts in the following tables are in millions unless otherwise indicated. Certain totals may be affected by rounding.

				Predecessor Company												Transition Period			Reorganized Company
				For the Fiscal Year ended December 31,												Six Months ended June 30, 2002			Fiscal Year ended June 29, 2003			Nine Months ended March 30, 2003			Nine Months ended March 28, 2004
				1998			1999			2000			2001			Six Months ended June 30, 2002			Fiscal Year ended June 29, 2003			Nine Months ended March 30, 2003			Nine Months ended March 28, 2004
																						(unaudited)			(unaudited)
Statement of Operations Data (a)(b):
Operating revenue				$	736.4		$	732.7		$	715.0		$	694.9		$	341.9		$	667.6		$	515.1		$	522.9
Operating expenses:
	Costs of goods sold				202.2			177.2			173.1			154.6			66.9			135.0			101.4			113.6
	Bowling center operating expenses				339.9			380.4			393.6			384.6			188.9			369.3			278.7			298.8
	Selling, general, and administrative expenses				57.9			64.5			57.8			52.8			23.1			42.2			29.5			51.2
	Restructuring, refinancing and other charges				—			16.6			11.5			18.6			4.2			1.1			—			—
	Depreciation and amortization				120.3			132.7			136.0			130.0			46.0			80.7			63.0			46.0

		Total operating expenses			720.3			771.4			772.0			740.6			329.1			628.3			472.6			509.6
			Operating income (loss)		16.1			(38.7	)		(57.0	)		(45.7	)		12.8			39.3			42.4			13.3
Nonoperating expenses (income):
	Interest expense				101.9			111.3			121.5			104.9			23.3			39.8			30.4			61.5
	Other expense (income), net				7.3			6.7			1.6			5.9			(3.4	)		(4.0	)		(0.4	)		(0.5	)
	Interest income				(1.8	)		(1.9	)		(1.4	)		(1.0	)		(0.6	)		(0.7	)		(0.3	)		(2.4	)

		Total nonoperating expenses, net			107.4			116.1			121.7			109.8			19.3			35.1			29.7			(45.3	)
Reorganization items expenses (income), net					—			—			—			56.7			13.3			(0.3	)		—			—
Gain on debt discharge, net					—			—			—			—			(774.8	)		—			—			—
Fresh start accounting adjustments					—			—			—			—			66.0			—			—			—
Provision for income taxes					7.3			27.6			2.3			4.8			5.1			1.1			5.2			4.1
Equity in loss of joint ventures, net					8.2			18.6			0.5			—			—			—			—			—
Cumulative effect of change in accounting for goodwill					—			—			—			—			718.4			—			—			—

Net income (loss)				$	(106.8	)	$	(201.0	)	$	(181.5	)	$	(217.0	)	$	(34.6	)	$	3.4		$	7.5		$	(49.4	)

Other Financial Data:
	Ratio of earnings to fixed charges (b)				0.19	x		—			—			—			25.52	x		1.09	x		1.34	x		0.35	x
	Deficiency to cover fixed charges				91.3			154.8			178.7			212.2			—			—			—			45.3
Balance Sheet Data:
	Cash			$	21.8		$	20.5		$	46.8		$	25.3		$	34.2		$	56.3		$	62.6		$	23.0
	Working capital (deficit)				59.5			7.1			(1,105.1	)		(613.4	)		(7.4	)		(10.4	)		(20.3	)		(3.0	)
	Goodwill				772.7			765.1			746.1			718.4						—
	Total assets				1,956.0			1,805.4			1,726.3			1,549.4			755.5			731.4			737.5			520.3
	Total debt				1,047.1			1,048.6			1,136.6			619.5			441.1			416.5			422.7			288.9
	Stockholders' equity				803.9			641.7			453.9			229.5			200.9			211.6			211.1			129.8

(a): Certain amounts have been reclassified to conform with current year presentation.
(b): Calculated by dividing earnings by total fixed charges. Earnings consist of net income plus income taxes and fixed charges excluding capitalized interest. Fixed charges consist of interest expense, whether expensed or capitalized, amortization of debt expense and a portion of rental expense that can be demonstrated to be representative of the interest factor in the particular case.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion in conjunction with the sections in this prospectus titled "Risk Factors," "Forward-Looking Statements," "Selected Historical Financial Data," "Unaudited Pro Forma Financial Information" and the financial statements and related notes thereto included elsewhere in this prospectus.

We operate in two business segments: bowling center operations ("Centers") and bowling products operations ("Products"). Centers, the largest segment, represented 83.8% and 369.2% of consolidated revenue and operating income, respectively, for the nine months ended March 28, 2004. In reviewing Centers, management focuses on revenue, operating expenses and capital expenditures. In reviewing Products, management focuses on working capital as well as revenue, operating expenses and gross profit margin.

Emergence from Chapter 11

On July 2, 2001, AMF Worldwide and certain of its U.S. subsidiaries (collectively, the "Debtors") filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code with the United States Bankruptcy Court for the Eastern District of Virginia, Richmond Division (the "Bankruptcy Court").

On February 1, 2002, the Bankruptcy Court confirmed the Second Amended Second Modified Joint Plan of Reorganization (the "Plan") of the Debtors. The Plan became effective March 8, 2002 (the "Effective Date"), which is the date on which the Debtors emerged from Chapter 11. Pursuant to the Plan, as of the Effective Date, we refinanced the senior credit facility and the senior subordinated notes outstanding prior to our Chapter 11 proceeding. The shares of common stock of AMF Worldwide ("AMF common") held by its former direct parent were cancelled. Pursuant to the Plan, we issued (or reserved for issuance) new equity securities to our former secured and unsecured creditors. We also made cash payments and issued the 13% senior subordinated notes to our former secured creditors. The Bankruptcy Court entered an order closing the Debtors Chapter 11 Proceeding on May 18, 2004. In the merger, the rights of holders of equity securities and former creditors that as of the merger had the right to receive equity securities under the Plan were cancelled, and in exchange for such cancellation, the holders became entitled to a cash payment.

In connection with our emergence from Chapter 11, we applied fresh start accounting effective February 28, 2002 to our financial statements in accordance with SOP 90-7. Under SOP 90-7, our reorganization value, which was established for purposes of the Plan, was allocated to our various assets in accordance with Statement of Financial Accounting Standards No. 141 "Business Combinations" and our liabilities were stated at their present values.

Background

To facilitate a meaningful comparison, certain portions of this "Management's Discussion and Analysis of Financial Condition and Results of Operations" discuss results of Centers and Products separately.

The results of operations of Centers, Products and the consolidated group of companies are set forth below. The business segment results presented below are before intersegment eliminations because our management believes this provides a more accurate comparison of performance by segment. The intersegment eliminations are included in the consolidated results and are not material. The comparative results of Centers for the six months ended December 28, 2003 versus the six months ended December 29, 2002 reflect the closing of 18 centers.

The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto set forth elsewhere in this prospectus. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year. Certain totals may be affected by rounding. Unless the context otherwise indicates, dollar amounts in this Management's Discussion and Analysis of Financial Condition and Results of Operations are in millions.

On March 20, 2002, we changed our fiscal year end from December 31 to the Sunday closest to June 30. This results in fiscal years having 52 or 53 weeks. Previously, our fiscal year ran from January 1 through December 31. We also adopted a retail calendar year, with each quarter comprised of one 5-week period and two 4-week periods.

The following table describes the periods presented in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in the related notes thereto:

Period		Referred to as
Results for the Reorganized Company from June 29, 2003 through February 29, 2004		"Reorganized Company 2004 Eight Months"
Results for the New Company from March 1, 2004 through March 28, 2004		"New Company 2004 One Month"
Combined Reorganized Company 2004 Two Months and New Company 2004 One Month		"2004 Third Quarter"**
Results for the Reorganized Company from December 30, 2002 through March 30, 2003		"2003 Third Quarter"
Results for the Reorganized Company from June 30, 2003 through February 29, 2004		"Reorganized Company 2004 Eight Months"
Combined Reorganized Company 2004 Eight Months and New Company 2004 One Month		"Nine Months ended March 28, 2004"**
Results for the Reorganized Company from July 1, 2002 through March 30, 2003		"Nine Months ended March 30, 2003"
Results for the Reorganized Company from July 1, 2002 through June 29, 2003		"Fiscal Year 2003"
Combined Reorganized Company 2002 Four Months and Predecessor Company 2002 Two Months		"Transition Period"*
Combined Predecessor Company Six Months ended December 31, 2001 and Transition Period		"Fiscal Year 2002"
Results for the Predecessor Company from January 1, 2001 through June 30, 2001		"Predecessor Company 2001 Six Months"
Results for the Predecessor Company from January 1 through December 31, 2001		"Fiscal Year 2001"

*: These combined periods are not presented on the same basis of accounting due to the application of fresh start accounting and are therefore not in accordance with generally accepted accounting principles.

**: These combined periods are not presented on the same basis of accounting due to the application of purchase method accounting and are therefore not in accordance with generally accepted accounting principles ("GAAP").

		Predecessor Company						Transition Period			Reorganized Company
		Six Months ended June 30, 2001			Fiscal Year ended December 31, 2001			Six Months ended June 30, 2002			Fiscal Year ended June 29, 2003			Nine Months ended March 30, 2003			Nine Months ended March 28, 2004
		(unaudited)												(unaudited)			(unaudited)
Consolidated
Operating revenue		$	357.1		$	694.9		$	341.9		$	667.6		$	515.1		$	522.9
Cost of goods sold			77.3			154.6			66.9			135.0			101.4			113.6
Bowling center operating expenses			200.7			384.6			188.9			369.3			278.7			298.8
Selling, general and administrative expenses			17.4			52.8			23.1			42.2			29.5			51.2
Restructuring, refinancing and other charges			13.6			18.6			4.2			1.1			—			—
Depreciation and amortization			66.6			130.0			46.0			80.7			63.0			46.0

	Operating income (loss)		(18.5	)		(45.7	)		12.8			39.3			42.4			13.3
Interest expense, gross			72.5			104.9			23.3			39.8			30.4			61.5
Other expense (income), net			5.4			5.9			(3.4	)		(4.0	)		(0.4	)		(0.5	)
Interest income			(1.1	)		(1.0	)		(0.6	)		(0.7	)		(0.3	)		(2.4	)
Reorganization items expense (income), net			—			56.7			13.3			(0.3	)		—			—
Gain on discharge of debt, net			—			—			(774.8	)		—			—			—
Fresh start accounting adjustments			—			—			66.0			—			—			—
Provision for income taxes			3.1			4.8			5.1			1.1			5.2			4.1
Cumulative effect of change in accounting for goodwill			—			—			718.4			—			—			—

Net income (loss)		$	(98.4	)	$	(217.0	)	$	(34.6	)	$	3.4		$	7.5		$	(49.4	)

Nine Months ended March 28, 2004 compared with Nine Months ended March 30, 2003. Consolidated revenue for the Nine Months ended March 28, 2004 was $522.9 million, an increase of $7.8 million, or 1.5%, compared with the prior year period. This increase was attributable to the increase in Products revenue primarily attributable to an increase in revenue in the Japanese market as well as an increase in international centers revenue primarily the result of favorable exchange rate changes. These increases were partially offset by a decrease in U.S. Centers revenue due to a decrease in bowling, food and beverage, and ancillary revenue. In addition, U.S. closed centers represent a $4.3 million negative variance compared with the prior year period.

Our operating income was $13.3 million in the Nine Months ended March 28, 2004 compared with $42.4 million for the same period in the prior year, a decrease of $29.1 million. This decrease in operating income is due to increases in the cost of good sold, operating expenses, and selling, general and administrative costs partially offset by a decrease in depreciation and amortization. The increase in cost of goods sold is primarily due to an increase in revenues. The $20.1 million increase in bowling center operating expenses over the prior year period is due to approximately $14.0 million of costs incurred related to the Transactions and $6.7 million due to an unfavorable exchange rate variance partially offset by a decrease in the operating expenses due to closed centers. Selling, general and administrative expenses were $21.7 million higher than the prior year period primarily due to $20.6 million of costs incurred related to the Transactions.

Fiscal Year 2003 compared with Fiscal Year 2002. Our operating revenue was $667.6 million in Fiscal Year 2003 compared with $679.7 million in Fiscal Year 2002, a decrease of $12.1 million, or 1.8%. This decrease was primarily due to a $12.9 million, or 2.2%, decline in Centers operating revenue, primarily due to the closing of 45 centers since June 2001. Constant centers operating revenue increased $4.9 million, or 0.9%. Products revenue increased $0.7 million, or 0.6%.

Our operating income was $39.3 million in Fiscal Year 2003 compared with a $14.5 million loss in Fiscal Year 2002, an increase of $53.8 million. In addition to the changes in depreciation and amortization, restructuring, refinancing and other charges discussed below, operating income in Fiscal Year 2003 increased primarily due to a $11.0 million decrease in selling, general and administrative expenses primarily attributable to charges in Products recorded in Fiscal Year 2002 of $6.8 million reflecting increased reserves for accounts receivable, the adjustment of the net carrying value of certain other assets and liabilities of $2.5 million, charges of $0.7 million for certain legal matters and reserves, a $8.7 million decrease in bowling center operating expenses primarily attributable to bowling center closings and a $9.3 million decrease in cost of goods sold. Our total decrease in operating expenses of $65.9 million, or 9.5%, more than offset the $12.1 million decline in operating revenue, resulting in the $53.8 million improvement in operating income.

Transition Period compared with Predecessor Company 2001 Six Months. Our operating revenue was $341.9 million in the Transition Period compared with $357.1 million in the prior period, a decrease of $15.2 million, or 4.3%. This decrease was primarily due to a $13.1 million, or 19.1%, decline in Products operating revenue. Products results were negatively impacted by the absence of a strong market and price competition for new center packages. Centers revenue decreased $3.2 million, or 1.1%, primarily due to closing 27 centers. Constant centers operating revenue increased $3.3 million, or 1.2%.

Our operating income was $12.9 million in the Transition Period compared with an $18.5 million loss in the prior period, an increase of $31.4 million. Operating income in the Transition Period increased primarily due to a $10.4 million decrease in costs of goods sold, a $7.2 million decrease in Centers operating expenses, a $9.4 million decrease in restructuring, refinancing and other charges, and a $20.6 million decrease in depreciation and amortization expense. Our total decrease in operating expenses of $46.6 million, or 12.4%, more than offset the $15.2 million decline in operating revenue, resulting in the $31.4 million improvement in operating income.

Fiscal Year 2001 compared with Fiscal Year 2000. Our operating revenue was $694.9 million in Fiscal Year 2001 compared with $715.0 million in Fiscal Year 2000, a decrease of $20.1 million, or 2.8%. This decrease was primarily due to a $14.9 million, or 9.8%, decline in Products operating revenue, primarily due to the decline of the Asia Pacific region. Centers operating revenue decreased $3.3 million, or 0.6% primarily due to negative trends in foreign currency exchange rates.

Our operating loss was $45.8 million in Fiscal Year 2001 compared with a $57.1 million loss in Fiscal Year 2000, an improvement of $11.3 million. Operating loss in Fiscal Year 2001 decreased primarily due to a $18.5 million decrease in cost of goods sold, an $8.9 million decrease in Centers operating expenses, and a $5.9 million decrease in depreciation and amortization. Our total decrease in operating expenses of $31.4 million, or 4.1%, more than offset the $20.1 million decline in operating revenue, resulting in the $11.3 million improvement in operating income.

Restructuring, Asset Impairment, Refinancing and Special Charges

Nine Months ended March 28, 2004. There were no such charges during this period.

Fiscal Year 2003. In Fiscal Year 2003, we recorded approximately $1.1 million related to asset impairment charges representing the difference between the fair market value and carrying value of impaired assets of closed bowling centers in the U.S.

Transition Period. In the Transition Period, we recorded approximately $4.2 million of charges related to restructuring certain operations. Products recorded a $3.9 million charge for the move from a direct sales presence to a distributor-based sales presence in the People's Republic of China, Hong Kong and India. Centers recorded approximately $0.6 million of charges for the intended sale or closure of the four bowling centers it operated in Hong Kong and the closure sale of certain golf

driving ranges. These charges were partially offset by the reversal of certain accruals previously recorded related to the closure of certain international operations.

Fiscal Year 2001. In Fiscal Year 2001, we recorded approximately $13 million of refinancing charges related to the proposed restructuring of indebtedness. The charges primarily included amounts paid prior to the Petition Date for legal and advisory services and certain payments made in connection with employee retention programs. In addition, we recorded $2.1 million of restructuring charges related primarily to the restructuring of Products and $3.5 million of asset impairment charges representing the difference between the fair market value and carrying value of impaired assets of one closed bowling center.

See "Note 10. Reorganization Items, Net and Other Charges" in the Notes to Consolidated Financial Statements for additional discussion of these charges.

Depreciation and Amortization

Depreciation and amortization decreased $17.0 million, or 27.0%, in the Nine Months ended March 28, 2004 compared with the prior period. This change was primarily attributable to decreased Centers depreciation as a result of certain U.S. assets acquired in 1996 becoming fully depreciated. In addition, due to center closures, there are 22 fewer centers when compared with the Nine Months ended March 30, 2003. The impact of the sale-leaseback facility on depreciation for the Nine Months ended March 28, 2004 was not material.

For Fiscal Year 2003, depreciation and amortization decreased $28.8 million, or 26.3%, compared with Fiscal Year 2002. This was principally related to the write off of $718.4 million of goodwill as of January 1, 2002, in accordance with our adoption of SFAS No. 142 "Goodwill and Other Intangible Assets." In addition, we wrote down long lived assets (including other intangible assets) by approximately $66.0 million in connection with the Chapter 11 proceeding. Under SOP 90-7, our reorganization value, which was established for purposes of the Plan, was allocated to our various assets in accordance with SFAS No. 141 "Business Combinations" and our liabilities were stated at their present values.

For the Transition Period, depreciation and amortization decreased $20.6 million, or 30.9% compared with the Predecessor Company 2001 Six Months. This was principally related to the write off of $718.4 million of goodwill as of January 1, 2002 in accordance with SFAS No. 142 and the write down of long lived assets by approximately $66.0 million in connection with the Chapter 11 proceeding as discussed above.

For Fiscal Year 2001, depreciation and amortization decreased $6.0 million, or 4.4%, primarily as a result of the impact of foreign currency exchange rates that reduced the U.S. dollar amount of depreciation of international assets.

Interest Expense

Gross interest expense increased $31.1 million in the Nine Months ended March 28, 2004 compared with the prior period. These increases are primarily attributable to merger related interest costs of $26.5 million in prepayment penalties related to the tender for the 13% senior subordinated notes due 2008 and $8.8 million related to the write-off of previously capitalized debt issuance costs under the 13% senior subordinated notes due 2008 and old senior secured credit facility.

Gross interest expense decreased $16.2 million, or 29.3%, in Fiscal Year 2003 compared with Fiscal Year 2002. This decrease was primarily attributable to the discharge of debt under the senior credit facility and the senior subordinated notes outstanding prior to our Chapter 11 proceeding in connection with our emergence from Chapter 11, and lower principal amounts and interest rates under the old senior credit facility and the 13% senior subordinated notes. As of the Petition Date, the Predecessor

Company did not accrue interest on its pre-petition subordinated debt. If such interest had continued to be accrued, interest expense for Fiscal Year 2002 would have been approximately $42.1 million higher than the reported amount. The indebtedness represented by the old senior subordinated notes was materially impaired or discharged in the Chapter 11 proceeding.

Gross interest expense decreased $49.2 million, or 67.9%, in the Transition Period, primarily due to the discharge of the debt in connection with our emergence from Chapter 11 and lower principal amounts and interest rates as discussed above. From January 1, 2002 through the Effective Date, we did not accrue approximately $11.5 million of interest on the old senior subordinated notes, which was materially discharged in the Chapter 11 proceeding. Interest expense under the senior credit facility outstanding prior to our Chapter 11 proceeding during the Predecessor Company 2001 Six Months included an additional $2.8 million of default interest related to our default under the senior credit facility outstanding prior to our Chapter 11 proceeding. After the Petition Date, we did not pay the 2.0% increment for default interest. Cash interest expense in the Transition Period was $13.6 million.

Gross interest expense decreased $16.6 million, or 13.7% in Fiscal Year 2001, compared with Fiscal Year 2000. Interest incurred under the senior credit facility outstanding prior to our Chapter 11 proceeding increased by approximately $7.5 million primarily due to higher average borrowing rates. As a result of the default under the senior credit facility outstanding prior to our Chapter 11 proceeding, we paid interest to our former secured creditors at Citibank N.A.'s customary base rate plus a margin ranging from 2.75% to 3.75% and a 2% increment for default interest rates until the Petition Date. From the Petition Date to the Effective Date, the unpaid 2% increment for default interest rate was included in our former secured creditors' allowed claim and satisfied under the Plan. The old senior subordinated notes began to accrue cash interest on March 16, 2001, with $6.5 million of non-cash interest having accrued to that date. As of the Petition Date, we discontinued accruing interest on the old senior subordinated notes since management believed that the debt would be materially reduced or discharged in the Chapter 11. If such interest had continued to be accrued, interest expense for Fiscal Year 2001 would have been approximately $30.6 million higher than the reported amount.

Provision for Income Taxes

As of March 28, 2004, we had net operating loss carryforwards of approximately $67.7 million. The net operating loss carryforwards will begin to expire in 2022. We recorded a valuation allowance, as of June 29, 2003, totaling $218.1 million related to net operating losses and other deferred tax assets that management believes do not meet the "more likely than not" realization criteria of SFAS No. 109 "Accounting for Income Taxes." Total income tax expense decreased to $2.4 million for the 2004 Third Quarter from $2.6 million for the 2003 Third Quarter. The decrease is a result of the taxation of individual subsidiaries by separate state, local and foreign jurisdictions. A current federal alternative minimum tax expense of $0.2 million was recorded in the 2004 Third Quarter for an extension payment for tax calendar year ending December 31, 2003. This payment can be used in the future as a credit against regular taxable income when we become a federal taxpayer. The credit was recorded as an addition to the deferred tax asset. An additional valuation allowance for $0.2 was recorded against this deferred tax asset. The remaining tax provision recorded for the 2004 Third Quarter and the 2003 Third Quarter primarily relates to certain state, local and foreign income taxes. AMF Bowling Centers, Inc. ("AMF Centers"), a wholly owned subsidiary, recorded a state tax expense of $1.6 million for the 2004 Third Quarter. Various foreign subsidiaries and branches recorded a combined tax expense of $0.5 million for the 2004 Third Quarter based on various foreign tax rates. AMF Centers recorded a state tax expense of $2.4 million for the Nine Months ended March 28, 2004 and the various foreign subsidiaries and branches recorded a combined tax expense of $1.5 million for the same period.

Net Income (Loss)

Net income (loss) for the Nine Months ended March 28, 2004 totaled $(49.4) million, compared with $7.5 million in the Nine Months ended March 30, 2003. This change was primarily attributable to costs incurred in the 2004 Third Quarter related to the merger of $34.6 million, of which $0.6 million was related to severance for the former chief executive officer, as well as interest incurred related to the merger of $35.4 million. These increases were partially offset by the decrease in depreciation and amortization mentioned above.

Net income in Fiscal Year 2003 was $3.4 million compared with a net loss of $153.2 million in Fiscal Year 2002. In Fiscal Year 2002, we incurred certain charges of $15.1 million within Products, which included $6.8 million related to increased reserves for accounts receivable, $5.1 million for increased reserves related to excess inventory, $2.5 million to adjust the net carrying value of certain assets and liabilities, $0.7 million related to legal matters and claims in Germany and an increase in the reserve for expenses involving a former employee. In addition to the impact of changes in operating income (loss), deprecation and amortization, interest expense and provision for income taxes discussed above, we recorded the additional charges in Fiscal Year 2002:

Change in accounting for goodwill	$	(718.4	)
Gain on debt discharge, net		774.8
Reorganization items, net		(70.0	)
Fresh start accounting adjustments		(66.0	)

Total	$	(79.6	)

Net loss in the Transition Period was $34.6 million compared with a net loss of $98.4 million in the Predecessor Company 2001 Six Months. In addition to the impact of changes in operating income (loss), depreciation and amortization, interest expense and provisions for income taxes, we recorded additional charges, as follows:

Change in accounting for goodwill	$	(718.4	)
Gain on debt discharge, net		774.8
Reorganization items, net		(13.3	)
Fresh start accounting adjustments		(66.0	)

Total	$	(22.9	)

Net loss in Fiscal Year 2001 totaled $217.0 million compared with a net loss of $181.5 million in Fiscal Year 2000, a change of $35.5 million. This was primarily related to the items discussed above.

Performance by Business Segment

Centers

Centers results reflect worldwide bowling centers operations. To facilitate a meaningful comparison, the constant center results discussed herein reflect the results of centers that have been in operation for one full fiscal year as of the beginning of each fiscal year. Centers derives its revenue from three principal sources:

•: bowling;
•: food and beverage sales; and
•: ancillary sources such as shoe rental, coin-operated amusement machines, billiards, pro shops and other similar sources.

For the Nine Months ended March 28, 2004, bowling, food and beverage and ancillary sources represented 57.6%, 26.5% and 15.9% of total Centers revenue, respectively. For the Nine Months ended March 30, 2003, bowling, food and beverage and ancillary sources represented 58.2%, 27.4% and 14.4% of total Centers revenue, respectively.

In Fiscal Year 2003, revenue from bowling, food and beverage sales and ancillary sources represented 58.4%, 27.4% and 14.2% of total Centers revenue, respectively. In Fiscal Year 2002, revenue from bowling, food and beverage sales and ancillary sources represented 58.5%, 27.4% and 14.1% of total Centers revenue, respectively.

	Predecessor Company				Transition Period		Reorganized Company
	Six Months ended June 30, 2001		Fiscal Year ended December 31, 2001		Six Months ended June 30, 2002		Fiscal Year ended June 29, 2003		Nine Months ended March 30, 2003		Nine Months ended March 28, 2004
	(unaudited)								(unaudited)		(unaudited)
Centers
Operating revenue	$	298.4	$	577.1		295.2	$	561.0	$	437.5	$	438.3
Cost of goods sold		29.7		57.9		29.1		54.4		42.2		48.3
Bowling center operating expenses		196.5		385.8		189.3		370.2		279.3		299.7
Restructuring, refinancing and other charges		2.0		5.4		0.6		1.1		—		—
Depreciation and amortization		54.5		105.4		43.3		74.3		59.4		41.2

Operating income	$	15.7	$	22.6	$	32.9	$	61.0	$	56.6	$	49.1

Selected Data:
Number of centers, end of period		518		517		490		475		481		470
Number of lanes, end of period		18,199		18,180		17,428		17,000		17,188		16,856

Nine Months ended March 28, 2004 compared with Nine Months ended March 30, 2003. Centers operating revenue increased $0.8 million for the Nine Months ended March 28, 2004, or 0.2%, compared with the prior year. International constant center revenue increased $12.4 million, or 16.3%, primarily attributable to a favorable foreign exchange rate variance of $11.2 million. U.S. constant center revenue decreased $3.7 million, or 1.1%, primarily a result of decreases in league play revenue as well as a decrease in ancillary revenue. An additional $8.1 million decrease in revenue is attributable to the closure of 22 centers since June 30, 2002.

Bowling center operating expenses increased $20.4 million for the Nine Months ended March 28, 2004, or 7.3%, of which approximately $14.0 million were costs incurred in connection with the merger. Additionally, U.S. constant center operating expenses increased $6.4 million for the Nine Months ended March 31, 2004, or 3.1%, primarily attributable to increased payroll and $2.3 million of rent expenses associated with the sale leaseback facility. International constant center operating expenses increased $8.9 million for the Nine Months ended March 31, 2004, or 19.7%, primarily attributable to an unfavorable foreign exchange rate variance of $6.7 million as well as increases in payroll expense as a result of our strategic initiatives to increase revenue through more focused marketing efforts. These increases were partially offset by a decrease in operating expenses as a result of closed centers of $6.8 million. Additionally, U.S. Centers recognized $1.4 million related to gains on casualty losses and $0.7 million related to gains on disposals of fixed assets, while International Centers recognized $0.8 million related to gains on disposals of fixed assets. Severance for the former U.S. Centers chief operating officer totaling approximately $0.3 million is included in the year to date period within payroll. Additionally, U.S. Centers' results also includes a charge totaling $0.3 million related to one action alleging violations of federal legislation involving unsolicited communications. As a percentage of revenue, Centers operating expenses were 68.4% for the Nine Months ended March 28, 2004 compared with 63.8% for the Nine Months ended March 30, 2003.

Depreciation and amortization decreased $18.2 million, or 30.6%, primarily attributable to a decrease in U.S. Centers' depreciation expense as machinery and equipment acquired in 1996 became fully depreciated. In addition, due to center closures, there are 22 less centers when compared with the prior year.

Operating income decreased $7.5 million, or 13.3%, as compared to the prior year primarily due to the increase in operating expenses as discussed above. In addition, $6.3 million in cost of sales adjustments were incurred in the current quarter in conjunction with the application of purchase method accounting.

Fiscal Year 2003 compared with Fiscal Year 2002. Centers operating revenue decreased $12.9 million, or 2.2%, compared with the prior year, of which $18.9 million was attributable to the closure of 45 bowling centers since June 30, 2001. Constant center revenue was up $4.9 million, or 0.9%. U.S. constant centers revenue decreased $0.9 million, or 0.2%. Decreases in lineage were partially offset by an increase in the U.S. constant centers "average price per game". International constant centers revenue increased approximately $5.8 million, or 5.9%, primarily attributable to a favorable foreign exchange rate variance of $9.1 million, partially offset by a decline in lineage.

Bowling center operating expenses decreased $8.5 million, or 2.2%, primarily a result of center closings ($16.7 million). Constant centers operating expenses increased $7.4 million, or 2.2%. U.S. constant centers increased $1.6 million, or 0.6%, while international constant centers increased $5.8 million, or 10.3%. The U.S. constant centers increase was attributable to an increase of $2.3 million in insurance, taxes and licenses expense and $1.1 million associated with potential lease closure costs, partially offset by a decrease in advertising and maintenance expenses of $1.1 million and $0.7 million, respectively. U.S. Centers also includes a charge totaling $1.3 million related to one action alleging violations of federal legislation involving unsolicited communications. International Centers constant center operating expenses were impacted by an unfavorable foreign exchange rate variance of $5.4 million and $0.2 million associated with potential lease closure costs. As a percentage of revenue, operating expenses were 66.0% in Fiscal Year 2003 and Fiscal Year 2002.

Depreciation and amortization decreased $19.8 million, or 21.0%, primarily due to the write-off of $268.6 million of goodwill as of January 1, 2002 in accordance with our adoption of SFAS No. 142. In connection with the Chapter 11 proceeding, we wrote down $76.4 million of long lived assets. In addition, center closures contributed to the reduction in deprecation expense.

Operating income increased $21.3 million, or 53.7%, versus Fiscal Year 2002 primarily due to the decrease in operating expenses, depreciation and amortization. In addition to the impact of the changes discussed above, Centers recorded charges related to asset impairment resulting from center closures of $1.1 million and $3.5 million, in Fiscal Year 2003 and 2002, respectively, and $0.6 million related to restructuring in Fiscal Year 2002.

Transition Period compared with Predecessor Company 2001 Six Months. Centers operating revenue decreased $3.2 million, or 1.1%, while constant center revenue was up $3.3 million, or 1.2%. Centers operating revenue decreased $6.5 million due to 27 center closures. U.S. constant centers revenue increased $3.7 million, or 1.6%. Lineage was flat as declines in league play were offset by increased recreational play. Increases in the U.S. constant centers "average price per game" was the principal contributor to the increase in revenue. International constant centers revenue decreased approximately $0.4 million, or 0.8%. This decrease was primarily attributable to a decline in lineage in all countries.

Centers operating expenses decreased $7.2 million, or 3.7%. The prior period included pre-petition expenses of $4.6 million. Closed centers represented $5.6 million of the decrease. Constant centers operating expenses declined $2.4 million, or 1.3%. U.S. constant centers declined $5.4 million, or 3.8%, while international constant centers increased $3.1 million, or 9.1%. The U.S. constant centers decline was attributable to decreased spending for advertising and repairs and maintenance expenses.

International Centers was impacted by increases in payroll and insurance expenses, with operating expenses increasing in all countries. Also included in this increase are charges totaling $0.7 million recorded for severance and labor issues in Mexico. As a percentage of revenue, operating expenses were 64.1% versus 65.9% in the prior period.

Depreciation and amortization decreased $11.2 million, or 20.6%, primarily due to the write-off of $268.6 million of goodwill as of January 1, 2002 in accordance with our adoption of SFAS No. 142.

Operating income increased $17.2 million, or 109.6%, versus the prior period primarily due to the decrease in operating expenses, depreciation and amortization.

Fiscal Year 2001 compared with Fiscal Year 2000. Centers operating revenue decreased $3.3 million, or 0.6%. U.S. Centers revenue increased $0.1 million and international Centers revenue, impacted primarily by negative trends in foreign currency exchange rates and the loss of league bowlers in Australia, decreased $3.4 million, or 3.1%. An increase of $13.4 million was attributable to new centers, of which $2.6 million was from U.S. Centers, and $10.8 million was from international Centers. Constant center operating revenue decreased $7.3 million, or 1.3%. U.S. constant center operating revenue increased $5.6 million, or 1.2%, primarily as a result of increases in open play revenue and Ancillary Sources associated with open play. International constant center revenue decreased $12.9 million, or 11.5%, primarily as a result of the negative impact of changes in foreign currency exchange rates and the loss of league bowlers in Australia. A decrease in operating revenue of $9.4 million was attributable to the closing of eight centers in the U.S. and one international center in Fiscal Year 2001.

Centers operating expenses decreased $9.0 million, or 2.3%. An increase of $11.3 million was attributable to new centers and a decrease of $7.8 million was attributable to constant centers. A decrease of $3.6 million was attributable to lower regional and district operating expenses in U.S. Centers resulting from position eliminations in Fiscal Year 2000. An additional decrease of $8.8 million was attributable to centers closed in Fiscal Year 2001. As a percentage of revenue, Centers operating expenses were 66.9% in Fiscal Year 2001 compared with 68.0% in Fiscal Year 2000.

Depreciation and amortization decreased $6.3 million, or 5.6%, primarily as a result of the impact of foreign currency exchange rates that reduced the U.S. dollar amount of depreciation of international assets.

Operating income increased $12.1 million, or 115.2%, versus Fiscal Year 2000 primarily due to the decrease in operating expenses, depreciation and amortization partially offset by an increase of $2.0 million in charges related to restructuring.

Products

	Predecessor Company						Transition Period		Reorganized Company
	Six Months ended June 30, 2001			Fiscal Year ended December 31, 2001			Six Months ended June 30, 2002		Fiscal Year ended June 29, 2003			Nine Months ended March 30, 2003			Nine Months ended March 28, 2004
	(unaudited)											(unaudited)			(unaudited)
Products(1)
Operating revenue	$	68.6		$	136.4		55.5		$	124.0		$	90.4		$	100.5
Cost of goods sold		56.5			113.7		45.9			97.0			71.3			80.0
Gross profit		12.1			22.7		9.6			27.0			19.1			20.5
Selling, general and administrative expenses		16.3			38.0		12.2			23.0			16.5			16.8
Restructuring, refinancing and other charges		0.8			2.4		3.6			—			—			—
Depreciation and amortization		12.2			24.8		2.9			5.8			3.2			4.2

Operating income (loss)	$	(17.2	)	$	(42.5	)	(9.1	)	$	(1.8	)	$	(0.6	)	$	(0.5	)

Selected Data:
Gross profit margin		17.6	%		16.6	%	17.3			21.8	%		21.1	%		20.4	%

(1): Before intersegment eliminations.

Nine Months ended March 28, 2004 compared with Nine Months ended March 30, 2003. Products operating revenue increased $10.1 million, or 11.2%, primarily attributable to an increase in revenue in Japan and Europe of $7.8 million and $3.5 million, respectively as compared to the prior year. This increase was partially offset by a decrease in revenue in the U.S. of $2.1 million.

Gross profit increased $1.4 million, or 7.3%. The gross profit margin was 20.4% for the Nine Months ended March 28, 2004 compared with 21.1% in the Nine Months ended March 30, 2003.

Products selling, general and administrative expenses increased $0.3 million, or 1.8%, compared with the prior year period. The increase in expenses is primarily attributable to increased advertising and facilities expenses.

Depreciation and amortization increased $1.0 million, or 31.3%, primarily attributable to the addition of assets in fiscal year 2003.

Operating loss for the Nine Months ended March 28, 2004 was $0.5 million, compared to an operating loss of $0.6 million in the prior year period. The decrease in the operating loss is primarily attributable to the increase in revenue in the international markets which was partially offset by the 2004 Third Quarter cost of sales adjustment of $0.8 million discussed above.

Fiscal Year 2003 compared with Fiscal Year 2002. Products operating revenue increased $0.7 million, or 0.6%. The increase in the NCP market had a favorable impact on results. During Fiscal Year 2003, Products recorded NCP shipments of 877 units compared with 765 shipments in Fiscal Year 2002. The European region reflected an increase in revenue of $5.2 million, partially offset by decreased sales of modernization equipment in the U.S.

Gross profit increased $6.8 million, or 33.7%. The gross profit margin was 21.8% in Fiscal Year 2003 compared with 16.4% in Fiscal Year 2002. The improved margin percentage was primarily due to $5.1 million of additional reserves recorded in Fiscal Year 2002 related to the estimated net realizable value of certain excess inventory. In addition, cost of goods sold in Fiscal Year 2002 includes $1.3 million related to the consolidation of European operations into the Rotterdam logistics center and $0.9 million for the write-down of the carrying value of certain inventory in the U.S. and Japan.

Selling, general and administrative expenses decreased $10.9 million, or 32.2%. This reduction is primarily attributable to charges recorded in Fiscal Year 2002 of $6.8 million reflecting increased

reserves for accounts receivable, the adjustment of the net carrying value of certain other assets and liabilities of $2.5 million, charges of $0.7 million for certain legal matters and claims in Germany and reserves for expenses involving a former employee.

Depreciation and amortization decreased $9.7 million, or 62.6%, primarily due to the write-off of $449.8 million of goodwill as of January 1, 2002 in accordance with our adoption of SFAS No. 142.

Operating loss for Fiscal Year 2003 was $1.8 million compared with a loss of $34.4 million in Fiscal Year 2002. In addition to the impact of the changes discussed above, the prior year also included non-recurring charges of $4.9 million for increased reserves related to excess inventory and $0.3 million related to asset impairment charges.

Transition Period compared with Predecessor Company 2001 Six Months. Products operating revenue decreased $13.1 million, or 19.1%. The continued absence of a strong NCP market and price competition impacted results. Management believes the Chapter 11 proceeding may have contributed to the loss of some sales opportunities. During the Transition Period, Products recorded NCP shipments of 331 units compared with 413 shipments in the prior period. Europe and the Asia Pacific region reflected decreases in revenue of $8.8 million and $6.1 million, respectively, partially offset by increased sales of modernization equipment in the U.S.

Gross profit decreased $2.5 million, or 20.7%. The gross profit margin was 17.3% in the Transition Period compared with 17.6% in the prior period. Costs of goods sold in the Transition Period includes inventory charges of $1.3 that arose in the consolidation of European operations into the Rotterdam logistics center and $0.9 million for the write-down of the carrying value of certain inventory in the U.S. and Japan.

Selling, general and administrative expenses decreased $4.1 million, or 25.2%. The Transition Period includes $0.4 million for certain legal claims in Germany and $0.4 million for vacation and leave accruals not previously recorded.

Depreciation and amortization decreased $9.3 million, or 76.2%, primarily due to the write-off of $449.8 million of goodwill as of January 1, 2002 in accordance with our adoption of SFAS No. 142.

Operating loss for Transition Period was $9.1 million compared to a loss of $17.2 million in the prior period. In addition to the impact of the changes discussed above, Products recorded approximately $3.9 million of restructuring charges in the Transition Period as part of the move from a direct sales force in the People's Republic of China, Hong Kong and India to sales through distributors. These charges were partially offset by the reversal of certain accruals previously recorded primarily related to the closure of certain international operations.

Fiscal Year 2001 compared with Fiscal Year Ended 2000. Products operating revenue decreased $14.9 million, or 9.8%. The absence of a strong market, such as the Asia Pacific region in the mid-1990's, increased price and competition from smaller manufacturers in certain product lines, and the lingering effects of technical difficulties in the scoring and back office systems introduced in 1998 also adversely impacted sales. Management believes the Chapter 11 proceeding may have contributed to the loss of some sales opportunities. During Fiscal Year 2001, Products recorded NCP shipments of 847 units compared with shipments of 1,513 units in Fiscal Year 2000.

Gross profit decreased $0.3 million, or 1.3%. Gross profit margin was 16.6% in Fiscal Year 2001 and 15.2% in Fiscal Year 2000. In Fiscal Year 2001 and Fiscal Year 2000, charges of $5.1 million and $2.2 million, respectively, were recorded to reflect a revaluation of inventory in the context of current market conditions.

Products selling, general and administrative expenses decreased $3.6 million, or 8.7%, compared with Fiscal Year 2000. In Fiscal Year 2001, Products recorded charges of $6.8 million reflecting increased reserves for accounts receivable. In Fiscal Year 2000, $11.5 million of charges were recorded.

Operating loss for Fiscal Year 2001 was $42.5 million compared to a loss of $45.9 million in Fiscal Year 2000 primarily attributable to the decrease in selling, general and administrative expenses as discussed above.

Liquidity—Capital Resources—Asset Sales—Capital Expenditures

General

Our indebtedness under the senior credit facility outstanding prior to our Chapter 11 proceeding was $620.1 million. This indebtedness was discharged and terminated in the Chapter 11 proceeding. As of February 28, 2002, we entered into the old senior credit facility. The old senior credit facility provided for a $290.0 million term facility maturing in February 2008 and the existing revolver maturing in February 2007. On December 19, 2002, after reviewing our future liquidity requirements, we voluntarily and permanently reduced the old revolver as provided in the old senior credit facility, from $60.0 million to $45.0 million. Both the old senior credit facility and the old indenture contained certain restrictive covenants, including the achievement of certain financial covenants and maximum levels of capital expenditures.

In connection with the Transactions, we refinanced the old senior credit facility and entered into a new $175 million senior secured credit facility led by Merrill Lynch Capital Corporation and Credit Suisse First Boston (or certain of their respective affiliates). The senior secured credit facility provides for $135 million in term loans maturing in August 2009 and up to $40 million in revolving loans maturing in February 2009. We also commenced a tender offer to the holders of our $150 million in aggregate principal amount of 13% senior subordinated notes, to purchase for cash all such outstanding notes. In connection with the transaction, we also entered into a sale and leaseback transaction with an unaffiliated third party involving 186 of our U.S. owned bowling centers. The purchase price for the portfolio of sale-leaseback properties was $250 million. See "Description of Certain Indebtedness."

As of March 28, 2004, there were no outstanding borrowings under the revolver and outstanding standby letters of credit issued under the revolver totaled approximately $18.6 million, leaving approximately $21.4 million available for additional borrowings or letters of credit. The revolver continues to be available for our working capital and general corporate needs, subject to customary borrowing conditions.

Both the senior secured credit facility and the indenture governing the notes contain certain restrictive covenants, including the achievement of certain financial covenants and maximum levels of capital expenditures, as more particularly described in "Description of Certain Indebtedness" and "Description of the Notes." We are in compliance with these covenants as of the quarter ended March 28, 2004. There can be no assurance that we will be able to satisfy such covenant tests in the future.

We generally rely on cash flow from operations and borrowings under the revolver to fund our liquidity and capital expenditure needs. Our ability to repay its indebtedness will depend on our future performance, which is subject to general economic, financial, competitive, legislative, regulatory and other factors. Based on our current level of operations, we believe our cash flow from operations, together with available cash and available borrowings under the senior secured credit facility, will be adequate to meet future liquidity needs for at least the next twelve months. We cannot assure you that our business will generate sufficient cash flow from operations in the future due to, among other reasons, the factors set forth in the "Risk Factors" section, that our currently anticipated growth in net revenue and cash flow will be realized on schedule or that future borrowings will be available to us under the senior secured credit facility, in each case, in an amount sufficient to enable us to repay our indebtedness, including the notes, on or before maturity. We may have to take actions such as refinancing or restructuring our debt, selling assets, reducing or delaying capital investments or seeking to raise additional financing. We cannot assure you that any refinancing of our indebtedness, including

the senior secured credit facility and the notes, would be possible, that any assets could be sold, or, if sold, of the timing of the sales and the amount of proceeds realized from those sales, or that additional financing could be obtained on commercially reasonable terms, if at all. In addition, the terms of our senior secured credit facility, the indenture governing the notes or future debt agreements and our sale-leaseback facility may restrict us from pursuing any of these alternatives.

Liquidity

Nine Months ended March 28, 2004 compared with Nine Months ended March 30, 2003. As of March 28, 2004, working capital was $(3.0) million compared with $(10.4) million at June 29, 2003, an increase of $7.4 million. This increase is primarily attributable to a decrease in debt outstanding as a result of the merger and funding of operations and is comprised of the following:

	Increase (Decrease)
	(in millions)
Cash	$	(33.3	)
Accounts and notes receivable, net		(2.1	)
Inventories, net		(1.7	)
Other current assets		3.9
Accounts payable		(0.4	)
Accrued expenses		1.7
Current maturities of long-term debt		39.3

	$	7.4

Net cash provided by operating activities was $11.8 million for the Nine Months ended March 28, 2004 compared with net cash provided by operating activities of $72.5 million in the Nine Months ended March 30, 2003, as the effect of decreased operating income was accompanied by an increase in cash used for working capital in connection with the merger.

Net cash provided by investing activities was $223.2 million for the Nine Months ended March 28, 2004 compared with net cash used in investing activities of $25.0 million in the Nine Months ended March 30, 2003. In the Nine Months ended March 28, 2004, we received proceeds of $254.0 million related to the sale-leaseback facility. This increase was partially offset by an increase in Centers expenditures, primarily related to capital improvements.

Net cash used in financing activities was $267.1 million for the Nine Months ended March 28, 2004 compared with cash used in financing activities of $19.7 million in the Nine Months ended March 30, 2003. This increase is primarily the result of the satisfaction of the 13% senior subordinated notes and the old senior secured credit facility. Additionally, we paid dividends of $250.3 million in connection with the merger. We also received a net equity investment of $133.7 million from the equity investors in connection with the merger.

As a result of the aforementioned, cash decreased by $33.3 million during the Nine Months ended March 28, 2004 compared with an increase of $28.5 million during the Nine Months ended March 30, 2003.

Fiscal Year 2003 compared with Fiscal Year 2002. As of June 29, 2003, working capital was $(10.4) million compared with working capital of $(7.4) million at June 30, 2002, a decrease of $3.0 million. The decrease in working capital at June 29, 2003 compared with June 29, 2002, was primarily attributable to an increase of $23.9 million in the current portion of long-term debt and decreases of $3.1 million in receivables and $4.9 million in inventory. This decrease in working capital was offset by an increase in working capital attributable to an increase of $22.1 million in cash and a decrease of $7.1 million in accounts payable and accrued expenses.

Net cash provided from operating activities was $91.3 million in Fiscal Year 2003 compared with $74.8 million in Fiscal Year 2002, an increase of $16.5 million. The increase primarily resulted from an increase in cash generated by working capital in Fiscal Year 2003 and an improvement in operating performance primarily through the reduction of operating expenses.

Net cash used in investing activities was $37.5 million in Fiscal Year 2003 compared with $46.7 million in Fiscal Year 2002, a decrease of $9.2 million. Purchases of property and equipment decreased by $8.9 million in Fiscal Year 2003. This decrease is primarily due to decreased Centers expenditures, primarily related to capital improvements of $7.6 million and a decrease in Products expenditures of $1.2 million.

Net cash used in financing activities was $26.0 million in Fiscal Year 2003 compared with $11.0 million in Fiscal Year 2002, an increase of $15.0 million. Payments of long-term debt and capital lease obligations exceeded proceeds by $26.0 million.

As a result of the aforementioned, cash increased by $22.1 million in Fiscal Year 2003 compared with an increase of $16.5 million in Fiscal Year 2002.

Transition Period compared with Predecessor Company 2001 Six Months. As of June 30, 2002, working capital was $(7.4) million compared with working capital of $(1,152.1) million at June 30, 2001, an increase of $1,144.7 million. The negative working capital at June 30, 2001 resulted from a reclassification of the debt under the old senior credit facility as current at December 31, 2000, because we were in default. Decreases in working capital at June 30, 2002 compared with June 30, 2001, were attributable to a decrease of $16.3 million in receivables and $8.2 million in inventory. This decrease in working capital was offset by an increase in working capital attributable to a decrease of $1,127.2 million in current portion of long-term debt, resulting primarily from the extinguishment of certain pre-petition long-term debt, an increase in cash and cash equivalents of $16.5 million, and a decrease of $3.3 million in accounts payable and a decrease of $22.1 million in accrued expenses.

Net cash provided from operating activities was $35.1 million in the Transition Period compared with a net cash use of $12.0 million in the prior period, an increase of $47.1 million. The increase resulted from: (i) $63.8 million reduction in net loss; (ii) $718.4 million attributable to a change in accounting for goodwill; (iii) $11.0 million attributable to decreased other costs; (iv) $0.6 million attributable to changes in accounts payable and accrued expenses; and (v) $66.0 million due to fresh start accounting adjustments. These increases were partially offset by decreases of: (i) gain on debt discharge of $774.8 million; (ii) $20.5 million attributable to a reduction in depreciation and amortization; (iii) $4.4 million due to the change in levels of inventories; (iv) $6.5 million attributable to decreased amortization of bond discount; (v) $1.4 million due to gain on sale of property; and (vi) $5.1 million attributable to other operating activities.

Net cash used in investing activities was $15.9 million in the Transition Period compared with $18.4 million in the prior period, a difference of $2.5 million. Purchases of property and equipment increased by $1.7 million in the Transition Period. Proceeds from the sale of property and equipment decreased by $0.8 million in the Transition Period.

Net cash used in financing activities was $11.0 million in the Transition Period compared with no net cash in the prior period, a difference of $11.0 million. Proceeds from long-term debt exceeded repayments by $1.3 million and was offset by deferred finance costs of $12.3 million. During the Transition Period, we borrowed and repaid $10.0 million under the Revolver.

As a result of the aforementioned, cash increased by $8.9 million in the Transition Period compared with a decrease of $29.1 million in the prior period.

Fiscal Year 2001 compared with Fiscal Year 2000. Working capital on December 31, 2001, was ($613.4) million compared with ($1,105.1) million on December 31, 2000, an increase of $491.7 million.

As a result of a default under the senior credit facility outstanding prior to our Chapter 11 proceeding, the debt under the senior credit facility outstanding prior to our Chapter 11 proceeding was reclassified as current at December 31, 2000. Decreases in working capital were attributable to a decrease of $17.0 million in inventory, $15.7 million in accounts receivable and $21.5 million in cash. These decreases in working capital were offset by (i) an increase in working capital attributable to a decrease of $518.2 million in current portion of long-term debt resulting primarily from the reclassification of certain pre-petition long-term debt to liabilities subject to resolution in accordance with SOP 90-7, (ii) a decrease of $26.2 million in accounts payable and accrued expenses resulting primarily from the reclassification of certain pre-petition amounts to liabilities subject to resolution in accordance with SOP 90-7 and (iii) an increase of $1.5 million in other current assets.

Net cash from operating activities was $27.6 million in Fiscal Year 2001 compared with $28.7 million in Fiscal Year 2000, a decline of $1.1 million. This resulted from: (i) $35.5 million attributable to a net loss of $217.0 million recorded in Fiscal Year 2001 compared with the net loss of $181.5 million in Fiscal Year 2000, (ii) $0.5 million due to the change in equity of joint ventures, (iii) $6.0 million attributable to the change in depreciation and amortization, (iv) $14.0 million attributable to increased other assets, (v) $1.0 million due to the change in levels of accounts and notes receivable and (vi) $23.8 million due to lower bond amortization. These decreases were partially offset by increases of: (i) $17.6 million attributable to lower levels of inventory, (ii) $46.6 million attributable to "reorganization items, net," which is described in "Note 10. Reorganization Items, Net and Other Charges," in the Notes to Consolidated Financial Statements (iii) $3.4 million attributable to changes in accounts payable and accrued expenses, (iv) $2.0 million due to increased losses on sale of property and equipment and (v) $10.1 million attributable to changes in other operating activities.

Net cash used in investing activities was $49.2 million in Fiscal Year 2001 compared with $65.6 million in Fiscal Year 2000, a difference of $16.5 million. Purchases of property and equipment decreased by $17.1 million in Fiscal Year 2001. Proceeds from the sale of property and equipment decreased by $9.1 million in Fiscal Year 2001. Acquisitions of operating units, net of cash acquired decreased $8.5 million.

There was no net cash provided by financing activities in Fiscal Year 2001 compared with $64.6 million in Fiscal Year 2000, a difference of $64.6 million. Proceeds from long-term debt decreased $82.0 million. Payments on long-term debt decreased $24.4 million. During Fiscal Year 2001, we borrowed and repaid $5.0 million under our debtor-in-possession financing facility. In Fiscal Year 2001, we made no principal payments under the senior credit facility outstanding prior to our Chapter 11 proceeding.

As a result of the aforementioned, cash decreased by $21.5 million in Fiscal Year 2001 compared with an increase of $26.2 million in Fiscal Year 2000.

Capital Resources

Our debt at March 28, 2004 and June 29, 2003 consisted of the following:

	March 28, 2004		June 29, 2003
	(in millions)
Term loan	$	135.0	$	—
Old term facility		—		262.2
10% senior subordinated notes		150.0		—
13% senior subordinated notes		—		150.0
Revolver		—		—
Mortgage note and capitalized leases		3.9		4.3

	$	288.9	$	416.5

As of March 28, 2004, we had approximately $21.4 million available for borrowing under the revolver, with no amounts outstanding and approximately $18.6 million of issued but undrawn standby letters of credit. As of June 29, 2003, we had $35.8 million available for borrowing or letters of credit under a revolver, with no amounts outstanding and $9.2 million of issued but undrawn standby letters of credit.

During the Nine Months ended March 28, 2004, we funded our obligations primarily through cash flows from operations and borrowings under the revolver. We made cash interest payments of $31.4 million and paid $26.5 million in prepayment penalties on the 13% senior subordinated notes during the Nine Months ended March 28, 2004. For the fiscal year ended June 29, 2003, we calculated a mandatory prepayment on the old term facility of $24.4 million based on consolidated excess cash flow, $23.3 million of which was paid and applied to the old term facility on August 28, 2003. The remaining $1.1 million was paid on October 8, 2003 upon expiration of a Eurodollar loan contract. The prepayments reduced the remaining scheduled principal payments on a pro rata basis.

Senior Secured Credit Facility. In connection with the Transactions, we entered into a $175 million senior secured credit facility led by affiliates of Merrill Lynch Capital Corporation and Credit Suisse First Boston. The senior secured credit facility provides for $135 million in term loans and up to $40 million in revolving loans. The term loans will mature five-and-one-half years after the closing of the Transactions and the revolving loans will mature five years after the closing of the Transactions. The term loans will amortize at a rate of 1.00% per annum, with the balance of the payments due in the final year of the agreement. Borrowings will bear interest, at our option, at either a base rate or LIBOR rate plus, in each case, an applicable margin.

The senior secured credit facility is guaranteed by Kingpin Holdings and substantially all of our direct or indirect domestic subsidiaries. The facility is secured by a perfected first priority security interest in (i) substantially all of our tangible and intangible assets and property located in the United States and (ii) the capital stock and intercompany notes of AMF Worldwide and its subsidiaries, except that with respect to foreign subsidiaries, only 65% of the stock of those entities need be pledged. Among other things, the senior secured credit facility requires us to meet certain financial tests, including but not limited to, a maximum total leverage ratio, a minimum interest coverage ratio and a fixed charge coverage ratio. In addition, the senior secured credit facility contains restrictive covenants which will limit, among other things, the incurrence of additional indebtedness, investments, guarantees, dividends and similar distributions, transactions with affiliates, asset sales, acquisitions, capital expenditures, mergers and consolidations, liquidations, prepayments, repurchases and redemption of other indebtedness, liens, hedging agreements, amendments of debt agreements, organizational documents and other material agreements, lines of business, sale leaseback transactions and other matters customarily restricted in such agreements. The senior secured credit facility provides for customary events of default, which would include any event of default under the notes. For a discussion of additional terms of the senior secured credit facility, see "Description of Certain Indebtedness."

Sale-Leaseback Facility. In connection with the Transactions, we entered into a sale and leaseback transaction with an unaffiliated third party involving 186 of our owned U.S. bowling centers. In this transaction, we sold the land and related improvements with respect to those bowling centers to unaffiliated third parties and simultaneously leased those properties back pursuant to two leases, each for an initial lease term of approximately 20 years, with 9 renewal terms, the first of which being for a term of 10 years and the second through ninth of which being for a term of 5 years each. The purchase price for the portfolio of sale-leaseback properties was $250 million plus closing costs. The annual net rent payable under the leases is equal to the purchase price multiplied by a 9.75% cap rate, subject to increases as of the 6^th, 11^th, and 16^th lease years by 10%, and, if the term of the leases are renewed, subject to further increases during the first renewal term as of the 21^st and 26^th lease years, and, if the term of the leases are further renewed, subject to further increases during the second through ninth renewal term based upon the then current fair market rental value. We account for these leases as

operating leases. The annual payments are described in note 3 to "Unaudited Pro Forma Financial Information—Notes to Unaudited Pro Forma Consolidated Statement of Operations." For a discussion of additional terms of the sale-leaseback facility, see "Description of Certain Indebtedness."

Asset Sales

From time to time, we will sell real estate on which a bowling center is operated, either in connection with the closing of a bowling center or in response to an attractive offer to buy such real estate. In addition, we may, from time to time, sell excess real estate and also will regularly review our portfolio to determine if there are bowling centers that we should sell. Pursuant to the sale-leaseback facility, we sold and leased back 186 of our owned U.S. bowling centers.

During the 2004 Third Quarter, we sold the land and building associated with three bowling centers in the United States for net proceeds of $0.8 million and a loss of $1.1 million, of which $0.4 million was reserved, and excess property in the United States for net proceeds of $0.3 million and a gain of the same amount. We also sold the land and building associated with a bowling center in Australia for net proceeds of $1.7 million and a gain of $0.9 million. During the quarter ended December 28, 2003, we sold the land and building associated with a bowling center in the United States for net proceeds of $2.2 million and a loss of $0.2 million, which was fully reserved, and one parcel of excess property in the United States for net proceeds of $0.2 million and a gain of the same amount. During the quarter ended September 28, 2003, we sold excess property in the United States for net proceeds of $0.8 million and a gain of the same amount.

During Fiscal Year 2003, we sold the land and building associated with a bowling center for $0.6 million, the land associated with a bowling center that had been previously destroyed by fire for $0.2 million, and excess property for net proceeds of $0.4 million, all of which were located in the United States. We sold our three bowling centers in Hong Kong for $0.2 million. The selling activity related to the bowling centers in Hong Kong was initiated prior to the Transition Period.

Capital Expenditures

Our capital expenditures were $35.9 million in the Nine Months ended March 28, 2004 compared with $26.0 million in the Nine Months ended March 30, 2003, an increase of $9.9 million. This increase is primarily due to increased Centers expenditures, primarily related to capital improvements targeted to enhance the appearance of our bowling centers to its customers. Capital expenditures are funded from cash generated from operations.

Our capital expenditures were $38.9 million in Fiscal Year 2003 compared with $47.8 million in Fiscal Year 2002, a decrease of $8.9 million. This decrease is primarily due to decreased Centers expenditures, primarily related to capital improvements of $7.6 million as a result of reduced levels of planned spending and a reduction in the total number of bowling centers. In addition, Products expenditures decreased $1.2 million, of which $1.0 million related to the development of new scoring products and an upgrade to the billiards plant in Fiscal Year 2002.

Management estimates that we will incur $45 to $50 million in capital expenditures for Fiscal Year 2004. Maintenance capital expenditures during 2004 are expected to be consistent with prior years. The expected increase in capital expenditures during 2004 is primarily due to our strategic initiatives related to an improved point-of-sale system and our U.S. bowling center curb appeal program.

Seasonality and Market Development Cycles

The following table sets forth U.S. Centers constant center revenue for the four quarters ended March 28, 2004. The "% of total" represents the volume of revenue by quarter for that year, which sums to 100%.

	Quarters ended
	June 29, 2003		September 28, 2003		December 28, 2003		March 28, 2004
Total revenue	$	96.4	$	89.5	$	116.7	$	141.2
% of total		21.7		20.2		26.3		31.8

The Centers business is seasonal, primarily due to the bowling league season that begins in late summer and ends in mid spring. Cash flow from operations typically peaks in the winter and is lower in the summer.

Products sales are also seasonal, most notably in modernization and consumer products in the United States. While U.S. bowling center operators purchase spare parts, supplies and consumer products throughout the year, they often place larger orders during the late spring and early summer in preparation for the start of league play in the late summer. Summer is also generally the peak period for installation of modernization equipment in the United States. Operators in the United States typically sign purchase orders during the spring for modernization equipment, which is then shipped and installed during the summer when U.S. bowling centers usually have fewer bowlers.

International Operations

Our international operations are subject to the usual risks inherent in operating internationally, including, but not limited to, currency exchange rate fluctuations, economic and political instability, other disruption of markets, restrictive laws, tariffs and other actions by foreign governments (such as restrictions on transfer of funds, import and export duties and quotas, foreign customs, tariffs and value added taxes and unexpected changes in regulatory environments), difficulty in obtaining distribution and support for products, the risk of nationalization, the laws and policies of the U.S. affecting trade, international investment and loans, and foreign tax law changes. As is the case of other U.S.-based manufacturers with export sales, local currency devaluation increases the cost of Products bowling equipment. In addition, local currency devaluation negatively impacts the translation of operating results from our international bowling centers.

Impact of Inflation

We historically offset the impact of inflation through price increases. Periods of high inflation could have a material adverse impact on us to the extent that increased borrowing costs for floating rate debt may not be offset by increases in cash flow. There was no significant impact on our operations as a result of inflation during the Nine Months ended March 28, 2004, Fiscal Year 2003, the Transition Period, Fiscal Year 2001 or Fiscal Year 2000.

Recent Accounting Pronouncements

On July 1, 2002, we adopted the provisions of SFAS No. 145 "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections." The most significant provisions of SFAS No. 145 address the termination of extraordinary item treatment for gains and losses on certain extinguishments of debt. We modified the presentation of our financial results for the Transition Period with respect to our gain on discharge of debt, such that the previously reported gain is no longer classified as extraordinary.

On July 1, 2002, we adopted the provisions of SFAS No. 143 "Accounting for Asset Retirement Obligations." This statement addresses the obligations and asset retirement costs associated with the retirement of tangible long lived assets. The adoption of this standard did not have a material effect on our results of operations or financial condition.

On January 1, 2003, we adopted the provisions of SFAS No. 146 "Accounting for Costs Associated with Exit or Disposal Activities." The provisions of SFAS No. 146 modify the accounting for the costs of exit and disposal activities by requiring that liabilities for those activities be recognized when the liability is incurred. Previous accounting literature permitted recognition of some exit and disposal liabilities at the date of commitment to an exit plan. SFAS No. 146 became effective for exit and disposal activities that were initiated after December 29, 2002. The adoption of this standard did not have a material effect on our results of operations or financial condition.

On January 1, 2003, we adopted the provisions of the Financial Accounting Standards Board ("FASB") Interpretation No. 45 ("FIN 45") "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." The provisions of this interpretation clarify the accounting for and disclosures of certain guarantees and requires us to record the fair value of any equipment sale repurchase agreements (as discussed in "Note 12. Commitments and Contingencies" in the Notes to Consolidated Financial Statements) that are executed or modified after December 29, 2002. FIN 45 became effective for guarantees issued or modified on or after January 1, 2003, and did not have a material impact on our financial position as of June 29, 2003, or results of operations for the fiscal year 2003.

In December 2002, the FASB issued SFAS No. 148 "Accounting for Stock-Based Compensation—Transition and Disclosure," which amends SFAS No. 123 "Accounting for Stock-Based Compensation." SFAS No. 148 provides alternative methods of transition to the fair value method of accounting for stock-based employee compensation, and also amends the transition and annual disclosure provisions of SFAS No. 123. SFAS No. 148's amendment of disclosure provisions of SFAS No. 123 are effective for fiscal years ended after December 15, 2002. We have complied with these disclosure requirements and the adoption of this standard did not have a material impact on our results of operations or financial condition.

In May 2003, the FASB issued SFAS No. 150 "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150 requires that certain financial instruments be classified as a liability or an asset in some instances. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. We adopted the provisions of this standard as of June 30, 2003. We do not expect the adoption of this statement to have a material effect on our results of operations or financial condition or impact our classification of any financial instruments.

On June 30, 2003, we adopted the provisions of the FASB's Emerging Issues Task Force ("EITF") 00-21 "Revenue Arrangements with Multiple Deliverables." EITF 00-21 provides a model for use, in the context of a multiple deliverable arrangement, in determining how the arrangement consideration should be measured. The guidance in this EITF is effective for revenue arrangements entered into in periods beginning after June 15, 2003. We do not expect the adoption of this statement to have a material effect on our results of operations or financial condition.

Critical Accounting Policies

Our significant accounting policies are summarized in "Note 4. Significant Accounting Policies" in the Notes to Consolidated Financial Statements attached hereto, which have been prepared in accordance with GAAP. In preparing the consolidated financial statements, GAAP requires management to select and apply accounting policies that involve estimates and judgment. The following accounting policies may require a higher degree of judgment or involve amounts that could have a

material impact on the consolidated financial statements. The development and selection of the critical accounting policies, and the related disclosure below have been reviewed with the Audit Committee of our present board of directors.

Allowance for Doubtful Accounts

Products maintains an allowance for doubtful accounts for estimated losses resulting from the failure of customers to make payment. Management determines the allowance based upon an evaluation of individual accounts, aging of the portfolio, issues raised by customers that may suggest non payment, historical experience and/or the current economic environment. A substantial portion of the allowance relates to the sale of new center packages to international customers. If the financial condition of individual customers or countries in which Products operates or the general worldwide economy were to vary materially from the assumptions made by management, the allowance may require adjustment in the future. We evaluate the adequacy of the allowance on a regular basis, modifying, as necessary, its assumptions, updating its record of historical experience and adjusting reserves as appropriate.

Impairment of Long-Lived Assets

We assess the impairment of long-lived assets when events or changes in circumstances indicate that the carrying value of the assets or the asset grouping may not be recoverable. Factors that are considered in deciding when to perform an impairment review include significant under-performance of a center or product line in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. As a result, we have closed certain individual center locations with some regularity. Recoverability of assets that will continue to be used in operations is measured by comparing the carrying amount of the asset with the related total future net cash flows. If an asset's carrying value is not recoverable through those cash flows, the asset is considered to be impaired. The impairment is measured by the difference between the asset's carrying amount and its fair value, based on the best information available, including market prices or a discounted cash flow analysis.

Inventory Obsolescence

As we monitor working capital (defined as current assets minus current liabilities), net inventory represents nearly one third of our current assets. Products evaluates the levels, composition and salability of its inventory on a regular basis. The evaluations include assumptions regarding potential sales of such inventory, estimated time periods over which such sales might take place and assessment of the potential usability of such inventory in future production. Products modifies, as necessary, its assumptions, updates its record of historical experience and adjusts its reserves as appropriate.

Equipment Warranties

Warranty expense is an indicator of product quality and handling. Products sells capital equipment where warranty and after sale service are very important to the customer. Products generally warrants all new products for one year and charges to expense an estimated amount for future warranty obligations. The reserve is determined based on prior warranty experience. If future warranty experience were to vary materially, management would review the reserve and make any appropriate adjustment. Products evaluates the adequacy of the reserve on a regular basis, modifying as necessary, its assumptions, updating its record of historical experience and adjusting its reserves as appropriate.

Self Insurance, Litigation and Claims

We self-insure certain risks up to established limits, including general and product liability exposures, workers compensation, health care coverage, and property damage. Other risks, such as litigation and claims relating to contractual disputes and employment issues, may not be covered by insurance. The reserves related to such self-insurance programs and to such other risks are determined based on estimates of future settlements and costs of known and anticipated claims as well as on forces impacting the current economic environment. In the case of matters in litigation or involving threatened litigation, legal advice on our potential liability and the potential for the award of damages is considered in making any estimate. We maintain systems to track and monitor these risks. If actual results were to vary materially from the assumptions, management would review the reserve and make any appropriate adjustment. We evaluate the adequacy of these reserves on a regular basis, modifying, as necessary, our assumptions, updating our records of historical experience and adjusting our reserves as appropriate.

Deferred Tax Assets

As of March 28, 2004, we had approximately $218.1 million of gross deferred tax assets on our consolidated balance sheet. See "Note 11. Income Taxes" in the Notes to Consolidated Financial Statements attached hereto for more information. Management periodically reviews its deferred tax positions to determine if it is more likely than not that such assets will be realized. Such periodic reviews include, among other things, the nature and amount of the tax income and expense items, the expected timing when certain assets will be used or liabilities will be required to be reported, and the reliability of historical profitability of businesses expected to provide future earnings. If after conducting such a review, management determines that the realization of the tax asset does not meet the "more likely than not" criteria, an offsetting valuation reserve is recorded, thereby reducing net earnings and the deferred tax asset in that period. Due to our historical and expected future earnings from operations, management concluded that it is "more likely than not" that we will not realize the benefit of our deferred tax assets. Therefore, a valuation reserve has been set up for the entire amount of the deferred tax asset. If expectations for future performance, the timing of deductibility of expenses, or tax statutes change in the future, we could decide to adjust the valuation allowance, which may increase or decrease income tax expense.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk from changes in foreign currency exchange rates and interest rates that could impact our results of operations and financial condition. We manage our exposure to these risks through our normal operating and financing activities and through the use of interest rate cap agreements. At March 28, 2004, one interest rate cap agreement was outstanding. There were no other derivative instruments outstanding during any of the periods presented. Management periodically reviews its exposure to changes in interest rates and may enter into interest rate cap agreements as it deems appropriate.

As with other U.S.-based exporters, local currency devaluations increase the cost of our bowling equipment in that market. As a result, a strengthening U.S. dollar exchange rate may adversely impact sales volume and profit margins. Foreign currency exchange rates also impact the translation of operating results from the international bowling centers.

We have not hedged against fluctuations in its investment in foreign operations.

From time to time we used interest rate cap agreements to mitigate the effect of changes in interest rates on variable rate borrowings under the senior secured credit facility. While we are exposed to credit risk in the event of non-performance by the counterparties to the interest rate swap agreements, in all cases such counterparties are highly-rated financial institutions and we do not

anticipate non-performance. We do not hold or issue derivative financial instruments for trading purposes.

The following table provides information about our fixed and variable-rate debt at March 28, 2004, weighted average interest rates and respective maturity dates (dollar amounts in millions).

Maturity		Fixed Rate Debt			Weighted Average Interest Rate		Variable Rate Debt			Weighted Average Interest Rate
October 1, 2010		$	150.0		10.00	%	$	—		—
August 27, 2009			—		—		$	135.0		4.10	%

The fair value of the term loan and the outstanding notes at March 28, 2004 was approximately $135.0 million and $155.3 million, respectively.

On June 6, 2003, we entered into an interest rate cap agreement with Bank of America to reduce the interest rate risk of certain amounts borrowed under the old senior secured credit facility. The table below summarizes the interest rate cap agreement at March 28, 2004:

Expiration Date		Notional Amount			Cap Rate(a)
June 6, 2004		$	100.0		3.0	%

(a) The cap rate is the 3 month U.S. Dollar-London Interbank Offer Rate ("USD-LIBOR") quoted by Bank of America.

We paid a nominal fixed fee for the interest rate cap. We will receive quarterly payments from Bank of America if the quoted three month USD-LIBOR on the quarterly floating rate reset dates is above the cap rate.

BUSINESS

Overview

Division	% of Revenue(1)		Number of Centers(2)	Number of States/Countries(2)
U.S. Bowling Centers	65	%	375	38 states and Puerto Rico
International Bowling Centers	17	%	95	5 countries
Products	18	%	NA	50+ countries

(1): Before intersegment eliminations.
(2): As of March 28, 2004.

The majority of our bowling centers are clustered in areas where we have significant market share, many of which are major metropolitan areas. This clustering strategy, along with the average size of each of our bowling centers and our total number of bowling centers, allows us to achieve economies of scale in our operating, purchasing and marketing efforts. Our bowling centers derive revenue from three primary sources: (i) bowling, including league play, open play and tournament play; (ii) food and beverage, including snack bar offerings, soft drinks and alcoholic beverages; and (iii) ancillary sources, such as shoe rental, amusement video games and billiards.

In addition to being the world's largest bowling center operator, we are a global leader in the manufacturing and distribution of bowling products. We believe we have the world's second largest installed base of bowling equipment. Bowling products revenue comes from two major categories: (i) new center packages, or "NCPs," which include all the equipment necessary to outfit one lane of bowling; and (ii) modernization and consumer products, which are the products used to upgrade an existing center, the consumable products (spare parts, pins, supplies, etc.) used in the operation of a center and bowling balls and ancillary products sold to bowlers.

Industry Overview

The U.S. bowling center and bowling equipment industry generated in excess of $4 billion in revenue in 2003 and includes approximately 5,400 centers. We believe the international bowling center and bowling equipment industry is at least as large. According to industry sources, over 100 million people worldwide participate in bowling each year, including approximately 53 million Americans of all ages who bowl at least once a year, making bowling the top participation sport in the country. This is an increase of 10% over the approximately 48 million Americans who bowled in 1987, or a CAGR of 0.7%, demonstrating the continuing popularity of bowling.

Several key reasons account for the historical popularity of bowling in the United States and abroad: bowling is an indoor, all-weather sport with year-round appeal; it is a lifetime sport suitable for

all age and socioeconomic groups; it is an interactive family and social entertainment option; and it is low in cost relative to other forms of entertainment. Despite the increase in the total number of people bowling since 1987, the operation of U.S. bowling centers has generally been characterized by declining league play, the revenue impact of which has been generally offset by increases in the average price per game as well as increases in open play and other revenue sources. We believe that reduced league play is largely attributable to changing lifestyles, resulting in fewer players willing or able to make the commitment to the traditional 30-week league season. The bowling industry is responding to this trend through the introduction of shorter league seasons and new league products such as novelty leagues and club programs. In addition, the bowling industry has attempted to expand open play participation with an increased emphasis on family and social programs and new products, such as Xtreme® bowling and the introduction of bumpers on lanes.

The bowling center industry is highly fragmented. In the United States, the market consists of two relatively large bowling center operators: AMF (375 U.S. centers) and Brunswick Corporation (104 U.S. centers), three medium-sized chains (under 25 centers) and a large number of small chains and single-center operators. The top five operators, which account for approximately 10% of all U.S. bowling centers, generally operate bowling centers with 24 lanes or more, compared to an overall average U.S. bowling center size of only 21 lanes. Only approximately 2,000 of the 5,400 bowling centers in the United States have 24 lanes or more. All 375 of our U.S. bowling centers have 24 lanes or more. The international bowling center industry is also fragmented.

We estimate the total revenue of the worldwide bowling products industry to be $575 million annually. Sales of modernization and consumer products are made to operators of existing bowling centers and are generally stable. Sales of NCPs are mostly to international customers and are characterized by fluctuations in demand, driven by both general economic conditions and local or regional lifestyle trends. For example, in the 1990's, demand for NCPs in China dramatically increased and then declined. We believe the industry may currently be at a low point in the NCP demand cycle. While AMF and Brunswick are the only full-line manufacturers who compete on a worldwide basis, there are also numerous smaller competitors who manufacture and sell selected bowling equipment and products.

Competitive Strengths

Stability of Revenue and Operating Income of the U.S. Bowling Business: Our U.S. bowling center operations have recorded steady performance over the past four years, generating continuing center compound annual growth rates in revenue and operating income of 0.5% and 34.2%, respectively. The operating income margins in our U.S. bowling center operations, which averaged approximately 8.3% during the past four years, increased by 610 basis points over the course of that four-year period. Our steady performance during the past four years was maintained despite significant corporate management turnover, a prolonged financial reorganization and bankruptcy process, a change of ownership and a general economic slowdown. One reason for our stability is the perennial appeal of bowling as a year-round source of inexpensive and interactive entertainment for people of all ages, athletic skill levels and socioeconomic backgrounds. We also believe that bowling is less impacted by broader economic conditions than other more expensive entertainment options.

Stable and Predictable Cash Flow Characteristics: In addition to the relatively stable and predictable revenue characteristics of our bowling center operations, the maintenance capital expenditure and working capital requirements associated with those operations have been relatively stable and predictable as well. Our consolidated 2003 capital expenditures were approximately $38.9 million, or approximately 5.8% of our annual revenue in fiscal year 2003, of which approximately $27 million was related to U.S. bowling centers. Substantially all of that amount was used for maintenance capital expenditures. Maintenance expenditures have been adequate to maintain and equip our facilities in good working order in the past, and we estimate that our annual maintenance expenditure

requirements going forward will be of a similar magnitude. Because our bowling center customers typically pay cash, our business does not require significant investments in working capital. As a result, we believe our business will continue to generate stable cash flows.

Leading Position in a Mature Industry: As a global market leader, we derive and expect to continue to derive significant economies of scale as a result of our size. Our U.S. bowling centers have 39 lanes on average compared with 21 lanes on average for all U.S. bowling centers. We believe larger bowling centers can be more profitable, as their size facilitates incremental revenue over a relatively fixed cost structure as compared with smaller centers. In addition, larger centers are better suited to hosting group events and functions and deriving other revenue from sources such as lounges, snack bars and video game arcades. As a result of our clustering strategy, we believe we are able to take advantage of economies of scale through expense management, including national purchasing programs and lower financing costs, as well as other management, operational and marketing efficiencies. Most operators in our industry operate single centers or small chains and therefore do not enjoy the same economies of scale. Given the maturity of the U.S. bowling center market and our advantages, we believe that we are well-positioned to take advantage of the gradual shift that the industry is experiencing from league play to open play, corporate parties and group event business.

Diverse Geographic Footprint and Customer Base: With our bowling centers located in five foreign countries and in 38 U.S. states, our geographic footprint is extremely diverse. In addition, our customers come from diverse socioeconomic backgrounds and age groups. These factors provide a broad revenue base and help to mitigate potential negative effects that can be caused by regional phenomena, such as unusual weather or economic difficulties. In addition, our bowling products business sold to customers in over 50 countries around the world during 2003.

Stability and Support of New Ownership: We receive strong support and stability from our new ownership. From 1998 through early 2002, we experienced financial difficulties that resulted in bankruptcy and a complete reorganization of our balance sheet and ownership structure. Consequently, financial resources and senior management's time were both disproportionately and necessarily focused on the demands created by these issues with inadequate attention available to address operational problems or to take advantage of business opportunities. After emergence from Chapter 11, we remained focused on short-term results as our board of directors explored strategic alternatives, including the sale of the Company. In contrast, our new owners, led by CHS, plan to invest in our future and provide support and guidance for the development of a long-term strategic plan. Our senior management, led by our new CEO, Frederick R. Hipp, is concentrating fully on the development and implementation of that plan. Mr. Hipp has extensive experience in the restaurant and leisure industry, most recently serving as President and Chief Executive Officer of California Pizza Kitchen.

Business Strategy

Focused Marketing and Sales Efforts: In an effort to shrink our cost base in 2001-2002, we reduced marketing and sales resources at both corporate and local levels. U.S. bowling center marketing expenses constituted just 2.2% of revenue in 2003. We believe that a modest targeted investment in marketing and sales expertise can add incremental revenue at attractive profit margins. The core aspect of this strategy is to selectively add field marketing professionals to leverage the clustering of our centers on a local level, based on our belief that marketing is more effectively executed in a local rather than national footprint. These professionals will focus on increasing group events that generate traffic and incremental revenue opportunities, such as corporate outings, birthday parties and school

events. They will also focus on augmenting the traditional league programs with offerings such as shortened seasons and novelty and club programs to provide more options to league bowlers. To supplement the local effort, we are working with the Bowling Proprietors' Association of America and will consider cooperative marketing programs with other bowling center operators to generate greater overall interest in bowling. In addition, we will explore opportunities to work with other bowling industry organizations such as the Professional Bowlers Association.

•: Pricing discipline: While prime time prices in our U.S. bowling centers range primarily from $3.25 - $4.75 per game, the realized open play average price per game is approximately $2.55, reflecting the large number of sanctioned and unsanctioned discounts. Greater pricing discipline through improved management information systems (as further discussed below) and less discounting will improve our realized average price.
•: Improved food and beverage offerings: Food and beverage operations generated approximately 28% of our 2003 U.S. bowling center revenue and gross profit margins of approximately 70%. Our customers currently spend an average of approximately $3.00 per visit on food and beverages, which we believe to be low compared with other entertainment alternatives. Our food and beverage strategy is two-fold. We plan to increase revenue in this area by increasing the number of bowling centers offering lane service for delivery of food and beverages directly to the customer. We believe this service is attractive to customers in the bowling centers in which it is currently offered. We also plan to enhance our menu offerings in an effort to improve the quality and delivery to the customer and increase operational efficiency and purchasing power.
•: Better management training and measurement: Because we believe that bowling is evolving into a more service-oriented business, in 2001 we started the University of Bowling to improve our customer service capabilities. All district and center managers must attend the University of Bowling and complete a training course focused on operations and customer service. In addition, we implemented a structured unit visit program in 2001, which provides a process and checklist for district and center managers to monitor various aspects of the guest experience and center operations. We have also initiated a third party "secret shopper" program for objective measurement of the quality of the customer experience at our centers.

Selectively Invest in Facility Improvements: In an effort to improve the customer experience, we plan to make selective facility improvements to key centers, such as upgraded food and beverage offerings, scoring systems, improved lighting, larger arcades and modernized restrooms. Historical evidence suggests that selective spending can generate attractive returns through increased revenue. For example, in fiscal 2000, we invested a modest amount in facility improvements in a small sample of bowling centers. Over the next three years, those bowling centers on average experienced increased revenue and profitability as compared with our other centers, with the larger centers experiencing the greatest increases. We will initiate this facility improvement program after we determine, through a careful examination of the fleet, which centers will benefit most from such improvements.

Improve Management Information Systems: We recently began the process of upgrading our point-of-sale (POS) system and linking it to our scoring system. In the past, the lack of integration between these two systems could lead to games played not being reported to the front desk. We believe that better integration of these systems will not only reduce such leakage, but also enhance information management capabilities and may ultimately increase revenue. Due to our substantially fixed cost structure, any revenue increases from these information systems upgrades should add directly to profitability.

Realize Improved Results from Restructured Products Business: In response to a decline in demand for NCPs beginning in the late 1990s, we have made major operational changes to our bowling products business, right-sizing costs and expenses to fit the worldwide demand for bowling products and reorganizing our broad and diverse product lines into five separate functional operating divisions. The manager of each division is now responsible for the division's financial performance and balance sheet and is also closer to customers, and therefore better able to provide customer satisfaction and effect innovative product development. General and administrative costs related to our products business have been reduced from $42.2 million in 1998 to $16.8 million in for the nine months ended March 28, 2004, or approximately 60%. This restructuring led to a more efficient business model designed to serve both the NCP and modernization and consumer products markets.

Identify Strategic Opportunities: We will continue to consider strategic opportunities, including acquisitions, divestitures and joint ventures, on an opportunistic basis.

U.S. Bowling Center Operations

General. We are the largest operator of bowling centers in the United States, with 375 bowling centers in 38 states and Puerto Rico. Our U.S. bowling center operations had revenue and operating income of $347.7 million and $44.7 million, respectively, for the nine months ended March 28, 2004.

Our bowling centers derive revenue from three sources: bowling, comprised of league play, open play, which includes both unscheduled recreational play and managed recreational play (e.g., birthday parties, corporate outings, etc.), and tournament play; food and beverage, comprised of sales through snack bars and lounges that offer food, soft drinks and, at most centers, alcoholic beverages; and ancillary sources, such as shoe rental, amusement video games, billiards and pro shops.

Open Play. Open play represented approximately 28.4% of our U.S. bowling center revenue for the nine months ended March 28, 2004. We expect open play to gradually represent an increasing percentage of our bowling center revenue in the future as compared with league play. To accommodate this revenue shift, our recent facility investments have focused on making our bowling centers and the bowling experience more exciting and attractive to open play bowlers. Innovations, such as bumpers (a "bumper" prevents the ball from rolling into the gutter) and Xtreme Bowling (glow-in-the-dark equipment, black lighting and music), have increased the appeal of bowling to recreational bowlers, including young adults, children, families and social groups.

We are focused on responding to the trend toward increased open play, as open play bowlers generally spend more dollars per visit, reflecting higher food and beverage and ancillary revenue per visit. In addition, open play bowlers broaden a bowling center's customer base and are a source for new league bowlers.

League Play. League play represented approximately 28.9% of our U.S. bowling center revenue for the nine months ended March 28, 2004. Despite the shift toward open play, league play continues to provide our bowling centers with a relatively steady, predictable stream of revenue and cash flow. Typical league bowlers bowl once a week for 30 weeks a year and follow a consistent routine each week in terms of number of games bowled and their level of food and beverage and ancillary spending. In addition, league bowlers are a steady source of open play and tournament revenue, as they practice for league matches and introduce their families and friends to recreational bowling.

We are focused on enhancing league participation and developing and implementing alternate league programs that should help us limit the impact of declining league lines that have characterized the industry. We direct marketing and promotional programs inside and outside of our centers at current and potential league participants. We are also introducing new leagues, offering alternative league seasons and promoting more flexible regular group bowling with club and novelty programs.

League lines have been declining between approximately 1.5% to 4.5% per annum for the past several years, as seasons have been shortened and less people bowl in multiple leagues. We continue to negotiate price increases each year with leagues to partially offset the revenue impact of the decline in lines.

Tournament Play. Tournament play represented approximately 1.3% of our U.S. bowling center revenue for the nine months ended March 28, 2004. Tournaments are a consistent source of incremental revenue for centers, primarily appealing to league bowlers. Most tournaments are scheduled during off-peak times, filling lanes that might otherwise be vacant. We have a competitive advantage with regard to tournament play over individual proprietors in many markets due to the size and clustering of our centers. Clustered centers enable us to offer multiple center tournaments, which are attractive to some customers. In addition, we compete for tournaments sponsored by local, state and national organizations.

Food and Beverage Revenue. Food and beverage represented approximately 27.7% of our U.S. bowling center revenue for the nine months ended March 28, 2004. A typical customer visit to one of our bowling centers lasts approximately two hours and is generally an active social event. The average customer visit generated approximately $3.00 of food and beverage revenue for the twelve months ended March 28, 2004, a measure that we believe can be increased by expanded lane service and an enhanced menu. Most centers also serve beer, wine and liquor. Alcohol sales represented approximately 54.5% of our U.S. food and beverage revenue for the twelve months ended March 28, 2004.

Ancillary Revenue. Ancillary revenue represented approximately 13.7% of our U.S. bowling center revenue for the nine months ended March 28, 2004. Ancillary revenue is derived primarily from shoe rental and coin-operated amusement machines, with additional revenue from billiards, pro shops and other sources. As with food and beverage revenue, growth in open play may increase ancillary revenue, since open play bowlers are often more likely to rent shoes and use amusement machines and other ancillary activities. Our U.S. bowling centers had ancillary revenue of $47.5 million for the nine months ended March 28, 2004.

Clustering Strategy. Our bowling centers are clustered in metropolitan areas. This clustering strategy allows us to achieve economies of scale in our operations and marketing efforts, permitting us to reach more potential bowlers and raise the overall awareness of the sport in our key markets.

The following table shows the clustering of our bowling centers in certain major domestic metropolitan areas.

Metro Area		AMF Centers	% of AMF Centers
New York		24	6.4	%
Los Angeles		19	5.1	%
Phoenix		15	4.0	%
Washington, DC		14	3.7	%
Baltimore		13	3.5	%
Houston		12	3.2	%
Dallas–Fort Worth		11	2.9	%
Atlanta		10	2.7	%
Norfolk–Newport News		10	2.7	%
Kansas City		9	2.4	%
Denver		8	2.1	%
San Francisco Bay Area		8	2.1	%
Buffalo		7	1.9	%
Cleveland–Akron		7	1.9	%
Minneapolis-St. Paul		7	1.9	%
Orlando		7	1.9	%
Portland–Salem		7	1.9	%
Other centers in smaller clusters		101	26.9	%

	Subtotal	289	77.1	%
Other centers		86	22.9	%

	Total	375	100.0	%

Average Center Economics. Over time, we have attempted to maintain a portfolio of high performing bowling centers. Our average bowling center has 39 lanes, as compared with the industry average of 21 lanes. We believe that lane size is one of the keys to achieving maximum profitability in a bowling center. Our average bowling center had revenue of approximately $0.9 million for the nine months ended March 28, 2004.

Game Pricing. We determine our headline and peak pricing based on the price points of competing entertainment alternatives such as movie theatres and other bowling centers. Game pricing and discounts are managed through the "TouchBowl" point of sale system at each center. Most centers have generic point of sale discount buttons that offer various percentage or set price discounts, e.g., 10%, 20%, 30% or $0.75, $1.00, etc. We have the ability to create customized discount keys for promotional offers that are unique to individual centers. We are implementing certain initiatives to reduce the number of discount programs, which we believe will result in operating efficiencies for us without increasing the overall price to the player.

League play pricing is negotiated by the center manager and the league officers. Pricing negotiations are based primarily on historical league pricing experience and the posted open play per game pricing.

Bowling Center Management. Each bowling center is managed by a center manager. Center managers are responsible for overseeing the key business and operational elements of the bowling center in terms of, among other things, open play promotions and sales, league play organization and operation, center staffing, food and beverage operations and center maintenance. Centers are typically

staffed with four salaried employees: a center manager, a facilities manager, a food and beverage manager and an assistant manager.

Our U.S. bowling center operations are located in the eastern, central and western regions of the United States, which contain 137, 120 and 118 bowling centers, respectively. Each region is led by a regional vice president who manages 11 to 13 district managers. Each district manager is responsible for the operations of between 8 and 16 bowling centers that are geographically clustered to facilitate efficient management. District managers are responsible for the financial performance of their centers, marketing, staffing, hours of center operation, oversight of maintenance activities and other general managerial issues.

We have placed increased emphasis on employee training as a key factor in the management of our bowling centers business, as evidenced by the creation of the University of Bowling in 2001. All district and center managers have completed a training course at the University of Bowling and a formal "Delivering the Customer Experience Training Program" is being developed for all employees of our bowling centers business. We began a structured unit visit program in 2001, which provide a process and checklist for district and center managers to monitor aspects of the guest experience and center operations. We have also initiated a third party "secret shopper" program for objective measurement of the quality of customer experiences at our centers.

International Bowling Center Operations

We are currently the largest international bowling center operator, with 95 bowling centers in five foreign countries, including the United Kingdom and Australia, where we enjoy leading market positions. Our international bowling center operations had revenue and operating income of $90.6 million and $4.4 million, respectively, for the nine months ended March 28, 2004.

Like our U.S. bowling centers, our international bowling centers also derive revenue from three sources (revenue data is for the twelve month period ended March 28, 2004): bowling, comprised of league play (17.7% of revenue), open play (37.9% of revenue), which includes both unscheduled recreational play and managed recreational play (e.g., birthday parties, corporate outings, etc.), and tournament play (2.0% of revenue); food and beverage (27.3% of revenue), comprised of sales through snack bars and lounges that offer food, soft drinks and, at most centers, alcoholic beverages; and ancillary sources (15.1% of revenue), such as shoe rental, amusement and video games, billiards and pro shops.

Products

Our bowling equipment products business is well positioned as one of only two full-line manufacturers of bowling equipment that compete on a global basis and enjoys a reputation for its quality bowling products and aftermarket support. Our products business manufactures and sells bowling equipment, such as automatic pinspotters, automatic scoring equipment, bowling pins, lanes, ball returns and lane machines. We also distribute bowling center supplies and other related products, including bowling balls, bags and shoes, made by third-party vendors. Finally, we manufacture and sell billiards and game tables. Our bowling products operations had revenue and operating losses of $100.5 million and $0.5 million, respectively, for the nine months ended March 28, 2004.

Our product offerings are sold for two different uses: NCPs and modernization and consumer products. NCPs include all of the equipment necessary to outfit a new, or expand an existing bowling center. Modernization and consumer products consist of the products that bowling center owners purchase to modernize their facilities as well as spare parts and supplies used in the on-going operation of a bowling center and resale consumer products for bowlers. The same products sold collectively as NCPs are sold separately as modernization and consumer products.

The modernization and consumer products and new center package businesses have differing demand characteristics. Over the last decade, the sale of modernization and consumer products has been a relatively stable business, contributing $94-$135 million in revenue per year driven by the steady need of aging bowling centers for modern replacement equipment, as well as for the general equipment and supplies necessary to operate a bowling center. Conversely, the demand for new center packages is driven by the worldwide demand for new bowling centers. When bowling is introduced and becomes popular in developing countries, the demand for new center packages can expand dramatically, as operating bowling centers becomes economically attractive. For example, the demand for new bowling center packages was high throughout the early to mid 1990s in markets such as China, Taiwan and South Korea. Revenue from new center packages peaked in 1997 at $165 million. As new center building activity slowed in Asia, the sales of new center packages contracted accordingly. For the nine months ended March 28, 2004, we recorded new center packages revenue of approximately $13.5 million.

In 2001, management implemented a series of operational restructuring measures following the revenue declines in the late 1990s to significantly reduce fixed costs and working capital requirements. General and administrative costs related to the products business have been reduced from $42.2 million in 1998 to $16.8 million for the nine months ended March 28, 2004, or approximately 60%. In addition, inventories and accounts receivable have been reduced by approximately 47%, or $39.3 million, over the last three years, from approximately $83.0 million at March 31, 2001 to approximately $43.7 million at March 28, 2004.

Products operates with five divisions, each of which has a general manager with financial performance and balance sheet responsibility, as follows:

•: Performance Equipment—manufactures and markets pinspotters, lanes, lane machines, bowling center furniture and other related equipment;
•: Advanced Technology and Scoring—manufactures and markets hardware and software for automatic scoring and back office systems and light and sound packages for Xtreme Bowling;
•: Consumer and Support Products—manufactures and markets spare parts, supplies, balls, bags and shoes;
•: Pins—manufactures and markets bowling pins; and
•: Billiards and Games—manufactures and markets billiards and game room tables.

Products from these five divisions are sold as both NCPs and modernization and consumer products.

Products' bowling equipment is manufactured in two locations. Pins are manufactured in Lowville, New York, near the supply of maple, a key component in pin manufacturing. All other bowling products are manufactured in our Richmond, Virginia facility. Billiards and games products are manufactured in Bland, Missouri. The principal raw materials used in our manufacturing operations include various plastics, metals and woods, each of which is readily available from multiple sources. We serve our customers through a network of warehouses in six countries, including the United States, Russia, Mexico, the Netherlands, Australia and Japan.

Marketing

Our bowling center operations are characterized by fixed investment in facilities, with the result that profit margins on incremental revenue at existing bowling centers are quite attractive. Historically, our marketing efforts have been limited. We believe that a relatively modest targeted investment in professional marketing expertise to assist those efforts can add incremental revenue at those attractive

profit margins, especially in the open play business where corporate parties and group event business may offer significant growth potential.

We have, in recent years, sought and found ways to improve and centralize control over our marketing efforts. Prior to this, our marketing efforts were decentralized and uncoordinated with promotions developed at the district and center levels, resulting in significant variation in quality and content. There remains an opportunity to further improve marketing by centralizing the development of locally implemented programs.

As a key step in addressing this issue, our corporate marketing group designed a marketing "Playbook," the first version of which was rolled out to the centers in September 2002. The Playbook is a CD-based tool, containing marketing ideas, specific promotions with related artwork, training materials and measurement templates that center managers can use to address all the aspects of center level marketing from special promotions to league recruitment. Each district manager develops a district marketing calendar to schedule local programs derived from the Playbook as well as to execute national promotions developed by the corporate marketing group.

Spending on marketing in our bowling centers business has historically been low, in percentage of revenue terms, relative to other multi-unit retail businesses. Our U.S. bowling center marketing expenses were only 2.1% of total revenue for the nine months ended March 28, 2004. This is a function of industry history, as bowling center operators with an abundance of league bowlers were less dependent on open play and therefore were not motivated to promote open play bowling. With the increasing importance of open play bowling, the importance of marketing to drive traffic and maximize financial potential has increased.

Each division of our products business, other than our billiards and games division which has its own sales force, sells and services its products through our Global Sales & Service organization, which is responsible for the sale, installation and after-sale support of the full line of bowling products, including everything from selling NCPs to entrepreneurs to providing spare parts and technical advice to bowling center mechanics. The Global Sales & Service organization consists of 220 employees and a network of independent international distributors, organized into four regions: North America; Europe, Middle East and Africa; Japan; and Asia, Australia and Latin America.

Competition

Our bowling centers business faces competition from other leisure activities, including movie theatres, skating rinks, restaurants and bars and theme parks, in addition to direct competition from other bowling centers. We believe our bowling centers remain a competitive entertainment option due to the enjoyable nature of bowling, availability to diverse socioeconomic and age groups and high value of entertainment per dollar spent.

With respect to our bowling equipment products business, our company and Brunswick Corporation are the two largest manufacturers of bowling equipment and are the only full-line manufacturers of bowling equipment that compete on a global basis. A Chinese company, ZhongLu, is a third full-line supplier, but does not effectively compete on a global basis. We also compete with smaller, often regionally-focused companies in specific product lines. We estimate that our products account for approximately 22% of current annual revenue of all bowling products (including balls, shoes, etc.). We believe that we have the world's second largest installed base of bowling equipment. See "Risk Factors—Risks Relating to Our Business and Operations—We face significant global competition in our bowling products business" for a further discussion relating to global competition.

Employees

As of March 28, 2004, our bowling centers business had approximately 14,175 employees of whom approximately 63% are part time, and our products business had 620 full-time employees and 15 part-time and temporary employees. Only a relatively small number of our employees in U.S. bowling centers are covered by collective bargaining agreements, and we have never experienced an organized work stoppage, strike, or labor dispute. We believe our working conditions and compensation packages are competitive with those offered by our competitors and consider relations with our employees to be good.

Intellectual Property Rights

We rely on a combination of trademarks, patents, copyrights, domain names, and other intellectual property rights throughout the world to protect certain aspects of our business. We also have licensed, and may license in the future, patents, trademarks, trade secrets, and similar proprietary rights to and from third parties. We do not believe that any individual item in our intellectual property portfolio is material to our current business.

Facilities

Our 375 U.S. bowling center operations are located in the eastern, central and western regions of the United States, which contain 137, 120 and 118 bowling centers, respectively. Our 95 international bowling centers are located in five countries, including the United Kingdom and Australia, where we enjoy leading market positions. For U.S. center operations, we own the real estate at 66 locations (18%) and lease the real estate at the remaining 309 (82%), with lease terms ranging from 1 to 55 years. For international center operations, we own the real estate at 42 locations (44%) and lease the real estate at the remaining 53 (56%). Pursuant to the sale-leaseback transaction, we sold and leased back 186 of our owned U.S. real property locations, as described in further detail in "Description of Certain Indebtedness."

Legal Proceedings

We currently and from time to time are subject to claims and actions arising in the ordinary course of our business, including general liability, workers' compensation, employee compensation and environmental claims. In some actions, plaintiffs request punitive or other damages that may not be covered by insurance. In management's opinion, the claims and actions in which we are involved are not expected to have a material adverse impact on our financial position or results of operations. In addition, we are a defendant in certain actions alleging violations of federal legislation involving unsolicited communications. These actions were brought by plaintiffs who allegedly received unsolicited communications from us or from an agent on our behalf. The plaintiffs in these actions seek statutory damages and have requested geographically-limited class certifications. It is not possible at this time to predict the outcome of such actions.

There are no unique regulations applicable to bowling center operations or bowling equipment manufacturing. State and local governments require bowling centers to hold permits to sell alcoholic beverages, and, although regulations vary from state to state, once permits are issued, they generally remain in place indefinitely (except for routine renewals). We are also subject to "dram-shop" statutes in certain states in which our bowling centers are located. These statutes generally provide a person injured by an intoxicated person the right to recover damages from an establishment which wrongfully served alcoholic beverages to the intoxicated individual. We carry liquor liability coverage as part of our existing comprehensive general liability insurance.

We are subject to the Fair Labor Standards Act which governs such matters as minimum wages, overtime and other working conditions, along with the American With Disabilities Act and various

family leave mandates. Although we expect increases in payroll expenses as a result of federal and state mandated increases in the minimum wage, such increases are not expected to be material. However, we are uncertain of the repercussion, if any, of increased minimum wages on our other expenses, as our suppliers may be more severely impacted by higher minimum wage standards.

Environmental Matters

Our operations are subject to federal, state, local and foreign environmental laws and regulations that impose limitations on the discharge of, and establish standards for the handling, generation, emission, release, discharge, treatment, storage and disposal of, certain materials, substances and wastes. Our manufacturing facilities operated by our products business have received in the past notices of noncompliance with various environmental laws and regulations and have paid fines and undertaken corrective action in connection with such noncompliance. In the future, we could incur substantial costs, including fines or sanctions, in order to achieve and maintain compliance with such environmental laws and regulations.

We are also subject to laws and regulations governing remediation of contamination at facilities currently or formerly owned or operated by us or to which we have sent hazardous substances or wastes for treatment, recycling or disposal. We currently own and/or lease 3 manufacturing facilities in connection with our products business and 470 bowling centers in connection with our centers business. Certain of our current and former properties are, or may be, contaminated with hazardous substances. In addition, some of our older bowling centers may contain asbestos-containing materials. From time to time in the past, we have been subject to environmental claims relating to hazardous substance contamination. We could incur substantial costs and liabilities, including cleanup costs and third-party claims for property damage or personal injury, in connection with such environmental laws and regulations relating to hazardous substance contamination. We cannot assure you that such costs or liabilities will not be material.

We cannot predict with any certainty whether existing conditions or future events, such as changes in existing laws and regulations, may give rise to additional environmental claims or costs. Furthermore, actions by federal, state, local and foreign governments concerning environmental matters could result in laws or regulations that could increase the cost of producing our products, or providing our services, or otherwise adversely affect the demand for our products or services.

MANAGEMENT

Board of Managers, Executive Officers and Key Employees

The following table sets forth information concerning the board of directors (the "Board"), executive officers and key employees of AMF as of July 19, 2004:

Name	Age	Position
Frederick R. Hipp	54	Director, President and Chief Executive Officer
John B. Walker	48	President and Chief Operating Officer, Products
Christopher F. Caesar	39	Senior Vice President, Chief Financial Officer and Treasurer
Lloyd A. Wrisley	52	Regional Vice President, East Region
Paul D. Barkley	48	Regional Vice President, West Region
Steven H. Crawley	54	Regional Vice President, Central Region

Biographies

Frederick R. Hipp was named President and Chief Executive Officer of AMF Worldwide and a member of the Board upon consummation of the Transactions. Mr. Hipp has over 30 years experience in the service industry, most recently as President, Chief Executive Officer and a director of California Pizza Kitchen, Inc. from 1998 through 2003. From 1985 through 1998, Mr. Hipp was President and Chief Executive Officer of Gilbert/Robinson, Inc., a restaurant services company which operated restaurants such as Houlihan's, Darryl's and Bristol's Seafood Grill.

John B. Walker was named Interim Chief Operating Officer of our bowling products business in January 2003, and was elected President and Chief Operating Officer of that business in April 2003. Mr. Walker came to AMF in 1998 to run the consumer products and spare parts division of our bowling products business. He became the Vice President of North American Sales and was promoted to Senior Vice President, Global Sales and Service in 2001. Prior to joining AMF, he was Executive Vice President for Crestar Investment Group.

Christopher F. Caesar has been Senior Vice President, Chief Financial Officer and Treasurer of AMF Worldwide since September 2001. He had been Vice President and Treasurer since returning to AMF in February 1999. He joined AMF in 1996 as Director of Financial Planning and Investor Relations. From July 1998 to January 1999, he was Vice President of Corporate Strategy for Danka Business Systems, PLC, a business systems provider.

Lloyd A. Wrisley, Regional Vice President, East Region, has been in his current position since joining AMF in 1998. Prior to joining AMF, Mr. Wrisley worked in the supermarket industry for Food Lion as a Regional Store Operations Director.

Paul D. Barkley, Regional Vice President, West Region, has been in that position since 1998. His prior experience was as Regional Manager and Vice President of U.S. bowling center operations with Fair Lanes since 1995 when AMF purchased Fair Lanes. Held various management positions with Fair Lanes since 1979.

Steven H. Crawley, Vice President, Central Region, has been in this position since joining AMF in November of 1998. Prior to joining AMF, he was Division Vice-President for Staples Office Supply.

Designees of CHS have a majority voting position on the Board of Managers of Kingpin Holdings, the ultimate parent of AMF.

Compensation of Director

Our sole director does not receive any compensation for serving on the Board.

Compensation Committee Interlocks and Insider Participation

The compensation arrangements for our President and Chief Executive Officer were established pursuant to the terms of an employment agreement between us and our President and Chief Executive Officer. The terms of the employment agreement was established pursuant to arms-length negotiations between a representative of the equity investors and our President and Chief Executive Officer.

Compensation of Executive Officers

The following table shows for the year ended June 29, 2003, for the Transition Period and for each of the years ended December 31, 2001 and 2000, compensation for the Chief Executive Officer, each of the four other most highly compensated executive officers who were serving as executive officers at June 29, 2003, and our former President and Chief Executive Officer, Executive Vice President, Chief Administrative Officer, Executive Vice President and Chief Operating Officer—Products, who left AMF during Fiscal Year 2003 and Executive Vice President and Chief Operating Officer—US Centers, who left AMF on July 24, 2003 (the "Named Executive Officers").

		Annual Compensation				Long-Term Compensation Awards(a)
Name and Principal Position	Period(b)	Salary($)		Bonus($)(c)	Other Annual Compensation($)(d)	Restricted Stock Award($)		Securities Underlying Stock Options(#)(e)	All Other Compensation($)(f)
George W. Vieth, Jr. Prior President and Chief Executive Officer(g)	2003	196,539		275,000	—	—		130,000	—
Roland C. Smith(h) Prior President and Chief Executive Officer	2003 2002 2001 2000	459,499 336,539 621,923 594,228		— 630,001 1,001,314 224,999	— — — —	— 3,248,046 — —	(i)	153,282 — — —	— — 1,580 —
Frederick G. Kraegel(j) Executive Vice President, Chief Administrative Officer	2003 2002 2001	288,555 143,000 105,770	(k)	28,800 — 48,000	— 7,290 —	— — —		— 75,000 —	— 9,000 1,430
John H. Smith(l) Executive Vice President, Chief Operating Officer U.S. Centers	2003 2002	249,999 81,730	(m)	31,250 31,250	— —	— —		— 75,000	4,878 20,833
John B. Suddarth(n) Executive Vice President, Chief Operating Officer Products	2003 2002 2001	293,999 119,999 193,845	(o)	24,600 99,600 45,000	— 6,682 6,456	— — —		— 75,000 —	— 9,775 10,085
Christopher F. Caesar Senior Vice President, Chief Financial Officer and Treasurer	2003 2002 2001 2000	218,269 100,000 154,164 132,751		21,900 121,900 187,876 56,701	— 6,682 6,456 —	— — — —		— 50,000 — —	2,423 8,250 8,734 3,790
Timothy N. Scott(p) Senior Vice President, Marketing	2003 2002 2001 2000	223,001 109,907 215,381 207,836		11,150 92,556 202,830 57,959	— 6,682 6,456 —	— — — —		— 50,000 — —	— 8,250 9,226 66,435
John B. Walker(q) President and Chief Operating Officer Products	2003	209,615		20,500	—	—		—	—

(a): Restricted stock awards and options relate to AMF common, which was canceled in the merger. There are no restricted stock awards or options with respect to the common stock of AMF Worldwide.
(b): For 2003, represents the year ended June 29, 2003. For 2002, represents the Transition Period. For 2001 and 2000, represents year ended December 31.
(c): With respect to Named Executive Officers who remain employed by us, includes annual bonus paid or to be paid as well as (1) cash payments in 2001 in lieu of stock option grants as follows: $27,062 to Mr. Caesar and $42,152 to Mr. Scott, and (2) retention bonus payments as follows: to Mr. Caesar, $71,172 in 2001 and $100,000 in 2002; and to Mr. Scott, $81,406 in both 2001 and 2002.
(d): Represents amounts paid to reimburse executives for the taxes payable on matching contributions made by Worldwide under a variable annuity matching plan.
(e): For the Transition Period, options to purchase shares of AMF common.

(f): Represents for the Transition Period matching contributions made by us under a variable annuity matching plan of $9,000 for Mr. Kraegel and $8,250 each for Mr. Suddarth, Mr. Scott and Mr. Caesar, relocation for Mr. J. Smith, and legal fee reimbursement for Mr. Suddarth. For 2003, represents contributions made by us under a variable annuity matching plan of $2,243 for Mr. Caesar and relocation for Mr. J. Smith of $4,878.
(g): Mr. Vieth's employment terminated on February 27, 2004. Mr. Vieth was named Interim President and CEO on December 6, 2002. His annualized rate of salary for 2003 was $350,000.
(h): Mr. R. Smith's employment terminated on January 31, 2003; he ceased being President and Chief Executive Officer effective December 6, 2002 Subsequent to his termination, all options granted to Mr. R. Smith were forfeited.
(i): Amount shown represents the fair value, based on a price of $21.19 per share, of AMF common as of March 8, 2002, the date of the award.
(j): Mr. Kraegel's employment terminated on July 8, 2002. Subsequent to his termination, all options granted to Mr. Kraegel were forfeited.
(k): Mr. Kraegel's employment began in August 2001. His annualized rate of salary for 2001 was $275,000.
(l): Mr. J. Smith's employment terminated on July 24, 2003. At his termination, his unvested options to purchase 50,000 shares of AMF common were forfeited.
(m): Mr. J. Smith's employment began in March 2002. His rate of salary over the full 6 months of the Transition Period was $125,000.
(n): Mr. Suddarth's employment terminated on January 31, 2003. Subsequent to his termination, all options granted to Mr. Suddarth were forfeited.
(o): Mr. Suddarth's employment began in March 2001. His annualized rate of salary for 2001 was $240,000.
(p): Mr. Scott's employment terminated on July 6, 2004.
(q): Mr. Walker was named President and Chief Operating Officer—Products on April 3, 2003.

Option Grants During the Fiscal Year Ended June 29, 2003

The following table provides information with respect to stock option grants with respect to AMF common made to the Named Executive Officers during Fiscal Year 2003.

Name		Number of Securities Underlying Options Granted (#)(a)		Percent Of Total Options Granted To Employees During Fiscal Year		Exercise Or Base Price ($/Sh)			Grant Date Market Price ($/Sh)(b)			Expiration Date		Grant Date Present Value(s)
George W. Vieth, Jr.(e)		30,000		23	%	$	21.19			—		3/8/2009		$	216,600(c	)
George W. Vieth, Jr.(f)		100,000		77	%	$	21.19		$	18.25		12/6/2009		$	805,000(d	)

(a): The options were granted under the 2002 Stock Option Plan, which was applicable to AMF common and vest one year after issuance, subject to Mr. Vieth's continued employment with AMF. Mr. Vieth's employment terminated on February 27, 2004.
(b): Represents the market price on February 27, 2003.
(c): Reflects Black-Scholes valuation of $7.22 per share. For purposes of this valuation, the following assumptions were used: expected dividend yield of 0.0%, expected volatility of 30.0%, average risk free interest rate of 4.09%, and expected life of 5 years.
(d): Reflects Black-Scholes valuation of $8.05 per share. For purposes of this valuation, the following assumptions were used: expected dividend yield of 0.0%, expected volatility of 46.4%, average risk free interest rate of 2.75%, and expected life of 6 years.
(e): Issued on July 25, 2002. Mr. Vieth became Interim President and Chief Executive Officer on December 6, 2002.
(f): Mr. Vieth has the right to return any of the options granted to him and receive payment equal to $2 per option, regardless of the one-year vesting period, upon the occurrence of certain stated events.

Aggregated Stock Option Exercises and Fiscal Year-End Option Values

The following table provides information regarding the number and value of unexercised stock options with respect to AMF common at June 29, 2003, for the Named Executive Officers. No Named

Executive Officer exercised any stock options in Fiscal Year 2003, the Transition Period or Fiscal Year 2002.

			Value of Unexercised In the Money Stock Options at June 20, 2003 ($)(a)
	Number of Securities Underlying Unexercised Stock Options at June 29, 2003 (#)
Name
Name	Exercisable	Unexercisable	Exercisable		Unexercisable
George W. Vieth, Jr.	10,000	120,000	$	58,100	$	697,200
Christopher F. Caesar	16,667	33,333		96,833		193,667
Timothy N. Scott(b)	16,667	33,333		96,833		193,667
John B. Walker	11,333	22,667		65,847		131,693
John H. Smith(c)	25,000	50,000		145,250		290,500

(a): Market value of underlying securities at June 27, 2003 (the last business day of Fiscal Year 2003) of $27.00 per share minus the exercise price of $21.19 per share.
(b): Mr. Scott's employment terminated on July 6, 2004.
(c): Mr. Smith's employment with terminated on July 24, 2003, at which time the unvested options to purchase 50,000 shares were forfeited.

We were authorized to issue up to 1,839,388 shares of AMF common under the terms of the 2002 Stock Option Plan (subject to adjustments for capital adjustments as provided under the 2002 Stock Option Plan) pursuant to stock options to be granted to certain officers, employees, consultants, and non-employee directors of AMF Worldwide and its affiliates. As of the effective date of our plan of reorganization, we granted stock options under the 2002 Stock Option Plan covering a total of 919,282 shares of AMF common. The 100,000 options granted to Mr. Vieth under his employment agreement had an exercise price of $21.19 per share and generally vested on December 6, 2003. The other options were granted at an exercise price of $21.19 per share and vested over a three year period beginning on March 8, 2003.

On September 25, 2002, the Company granted stock options under the 2002 Stock Option Plan covering an additional 200,000 shares of AMF common to the former outside directors. As of June 29, 2003, a total of 893,388 shares of AMF common remained available for grant under the 2002 Stock Option Plan. In addition, as of July 24, 2003, options covering 50,000 shares of AMF common, which had been granted to Mr. J. Smith, were canceled and those shares were again available for future grants. As a result of the foregoing, as of September 26, 2003, a total of 943,388 shares of AMF common remained available for grant under the 2002 Stock Option Plan. All stock options granted under the 2002 Stock Option Plan were cancelled on the date of the merger.

Prior to the effective date of the Plan, certain of the Company's employees were eligible to participate in the 1996 Stock Incentive Plan of our former parent company and 1998 Stock Incentive Plan (collectively, the "AMF Bowling Stock Incentive Plans"). As of June 29, 2003, no options remained outstanding under the AMF Bowling Stock Incentive Plans. Options to acquire 107,500 shares of AMF Bowling were issued in 2000 under the AMF Bowling Stock Incentive Plans. The option agreements generally provided that options issued under these plans would be cancelled 90 days after the affiliation between AMF Bowling and the Company ended. Such affiliation ended on the Effective Date.

Employment Agreements

Upon the closing of the merger, Mr. Frederick R. Hipp, formerly President and Chief Executive Officer of California Pizza Kitchen, became President and Chief Executive Officer of AMF Worldwide. AMF Worldwide entered into an employment agreement with Mr. Hipp. Mr. Hipp's employment agreement contains the following terms, among others: (i) $600,000 base salary per annum; (ii) a performance bonus up to 100% of base salary upon satisfaction of certain financial targets and other

performance objectives to be established by the board of managers of Kingpin Holdings; (iii) a severance package providing for 12 months salary and benefits and a pro-rated bonus, upon termination of Mr. Hipp without cause or resignation for good reason; and (iv) confidentiality, non-competition and non-solicitation agreements made by Mr. Hipp.

Mr. George Vieth was named Interim President and Chief Operating Officer on December 6, 2002, and entered into an employment agreement with AMF Worldwide effective as of that date. The initial agreement, which expired on December 31, 2003, was extended until January 31, 2004. In consideration of such extension, Mr. Vieth was paid a bonus of $100,000 on December 31, 2003. Mr. Vieth's annual base salary under this agreement was $350,000. In addition, he received a retention bonus of $275,000 on March 31, 2003.

Under his employment agreement, Mr. Vieth was also granted stock options to purchase 100,000 shares of AMF common at an exercise price equal to $21.19 per share. These options vested on December 6, 2003. Under certain conditions, Mr. Vieth had the right under the agreement to return any of his options and to receive $2.00 per option from AMF Worldwide. If there was a change in control within nine months of December 1, 2003, Mr. Vieth was entitled to a bonus equal to the product of 100,000 multiplied by the difference between the per share consideration contemplated in the Transactions and $30.00. Mr. Vieth's employment agreement was amended as of January 31, 2004. The amendment provided that (i) if the merger was consummated on or before June 27, 2004, Mr. Vieth was entitled to a cash bonus of $100,000, (ii) if the merger was consummated on or before June 27, 2004, Mr. Vieth had the opportunity to earn a performance bonus of up to $100,000 based on our performance during the three-month period ending February 29, 2004, (iii) if his employment was terminated without cause after the consummation of the merger, Mr. Vieth agreed to provide us with consulting services for fifty-two weeks for an annual retainer of $130,000 and (iv) upon the termination of his employment, Mr. Vieth would receive $412,500 (less the $130,000 consulting retainer, if applicable) for a noncompetition agreement. Mr. Vieth's employment ended on February 27, 2004.

Mr. Timothy Scott had an employment agreement, dated November 12, 1999, with AMF Worldwide and received compensation consisting of salary and an annual bonus of up to 50% of base salary if certain targets based on annual performance objectives were attained. Mr. Scott's annual base salary was $217,083. For 2001, 50% of the bonus was guaranteed if Mr. Scott remained employed through the first quarter of 2002. The employment agreement provided for payment of accrued compensation, an allocable portion of bonus for the year in which he is terminated, and payment of 12 months of annual base salary following termination of his employment by AMF Worldwide for any reason other than death, disability or cause. Mr. Scott's employment ended on July 6, 2004.

Severance Plan

In May 2001, we adopted the AMF Senior Manager Severance Plan. This plan provides severance benefits to our senior managers who are terminated without cause or who resign with good reason. Under this plan, Mr. Caesar and Mr. Walker would be entitled to salary continuation for 12 months, a cash payment or continuation under welfare benefit plans for 12 months, and a pro-rata payment of any incentive bonus compensation. Mr. Scott, whose employment ended on July 6, 2004, is presently receiving benefits under this plan.

Change of Control Bonuses

In May 2003, we delivered management retention letters to Mr. Caesar and Mr. Walker. Under these letters, Mr. Caesar, Mr. Walker and Mr. Scott received $400,000, $150,000, and $50,000, respectively, upon a change of control, with 50% paid on February 27, 2004 and 50% paid on May 27, 2004, subject to continued employment. Management retention letters were also delivered to other AMF employees, which in total provide for up to $3 million in potential change of control payments (including the payments to Mr. Caesar, Mr. Walker and Mr. Scott and a $598,000 pool payable at the discretion of our existing board of directors). Mr. Caesar and Mr. Walker received an additional $65,000 and $100,000, respectively, out of the pool.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Equity Arrangements

In connection with the Transactions, CHS IV and certain other equity investors purchased membership interests of Kingpin Holdings. Holders of such membership interests entered into a limited liability company agreement, a stockholders agreement, a registration agreement and a securities purchase agreement with Kingpin Holdings. CHS IV may decide to sell a portion of Kingpin Holdings' equity subsequent to the consummation of the Transactions, in which case the purchasers of that equity would become parties to the limited liability company agreement, the stockholders agreement, the registration rights agreement and a securities purchase agreement, as discussed below.

Limited Liability Company Agreement. Kingpin Holdings entered into a limited liability company agreement with its new equity investors. Under this agreement, the holders of Kingpin Holdings' equity will agree on a board of managers, which initially includes Thomas J. Formolo, Richard A. Lobo and Frederick R. Hipp. The limited liability company agreement also contains provisions governing, among other things, the general rights and obligations of managers and equityholders, indemnification of managers and officers, allocation of profits and losses to the equityholders, transfers of equity interests, and dissolution, liquidation and valuation of the equity interests.

Stockholders Agreement. Kingpin Holdings entered into a stockholders agreement with its new equity investors. The stockholders agreement provides for rights of first refusal, tag along rights, drag along rights, preemptive rights, transfer restrictions and other rights and obligations customarily included in such agreements.

Registration Agreement. Kingpin Holdings also entered into a registration agreement with its new equity investors. Under the registration agreement, holders of Kingpin Holdings' equity have the right to require Kingpin Holdings to register the sale of such equity to the public under applicable SEC rules under certain circumstances.

Securities Purchase Agreements. The purchasers of equity interests in Kingpin Holdings, other than Mr. Hipp, entered into a securities purchase agreement, which we refer to as the "Investor Purchase Agreement." Under the Investor Purchase Agreement, the purchasers of equity interests made representations and warranties to Kingpin Holdings regarding their status as investors and the nature and purpose of their investment. The Investor Purchase Agreement also contains covenants which provide for (i) the delivery to the purchasers of certain consolidated financial reports of Kingpin Holdings and its subsidiaries and (ii) approval by CHS of significant corporate actions such as the payment of dividends, issuances and redemptions of Kingpin Holdings' equity interests, significant acquisitions or dispositions of assets, fundamental changes in business activities, change of control transactions, affiliate transactions, incurrence of substantial indebtedness, the making of certain investments, amendments to the limited liability company agreement of Kingpin Holdings or to the Executive Purchase Agreement and the hiring or firing of senior managers. Mr. Hipp entered into a separate executive purchase agreement, which we refer to as the "Executive Purchase Agreement," for the purchase of his equity interests in Kingpin Holdings. Mr. Hipp's purchase agreement contains similar investor representations as the Investor Purchase Agreement, however, it does not provide for financial deliveries to Mr. Hipp or approval rights for corporate actions. Upon termination of Mr. Hipp's employment, the Executive Purchase Agreement provides for the repurchase of Mr. Hipp's equity interests by Kingpin Holdings or CHS. The repurchase price for his shares will vary depending on the reason for Mr. Hipp's termination.

Management Agreement with CHS

We entered into a management agreement with CHS following the merger. Under this agreement, CHS provides certain financial, operational and management services to us. The management

agreement provides for an annual management fee to be paid to CHS of $2.0 million, the payment of which is subordinated to the notes and will not be payable, among other reasons, if we are in default under the indenture governing the notes. In addition to the annual management fee, the management agreement provides for payment to CHS at the closing of the Transactions of a one-time fee of $6.8 million as compensation for services rendered by CHS in connection with the structuring, negotiation and financing of the Transactions. If CHS or any of its affiliates purchases any additional securities from Kingpin Holdings or its subsidiaries after the closing of the Transactions, CHS will be entitled to a fee equal to 5% of the aggregate amount of such investment. The initial term of the management agreement is seven years and will be automatically renewed thereafter on a year-to-year basis unless one party gives 30 days' prior written notice of its desire to terminate. The agreement terminates automatically upon certain change of control events.

PRINCIPAL STOCKHOLDERS

AMF Bowling Worldwide, Inc. is a wholly owned subsidiary of Kingpin Intermediate Corp., which is a wholly owned subsidiary of Kingpin Holdings. Kingpin Holdings is a limited liability company formed at the direction of CHS IV for the purpose of effecting the merger. In connection with the Transactions, CHS IV, Mr. Hipp and certain other equity investors purchased membership interests of Kingpin Holdings. In addition, CHS IV is implementing a customary management equity program under which senior management may purchase or be granted options to purchase a portion of Kingpin Holdings' equity interests. CHS IV and associated investors own approximately 97.8% of Kingpin Holdings' membership interests. The address for CHS IV is Code Hennessy & Simmons LLC, 10 South Wacker Drive, Suite 3175, Chicago, Illinois 60606. Mr. Hipp owns approximately 2.2% of Kingpin Holdings' membership interests. The address for Mr. Hipp is c/o AMF Bowling Worldwide, Inc., 8100 AMF Drive, Richmond, Virginia 23111.

DESCRIPTION OF CERTAIN INDEBTEDNESS

Senior Secured Credit Facility

In connection with the Transactions, we entered into a $175 million senior secured credit facility led by affiliates of Merrill Lynch Capital Corporation and Credit Suisse First Boston.

The senior secured credit facility provides for $135 million in term loans and up to $40 million in revolving loans. A portion of the revolving credit facility may be made available to us and certain of our foreign subsidiaries for borrowings in pounds sterling, euros and, if consented to by the lenders, other foreign currencies. The term loans mature five and one-half years after the closing of the Transactions and the revolving loans mature five years after the closing of the Transactions. The term loans amortize at a rate of 1.00% per annum, with the balance of payments due in the final year of the agreement. Borrowings bear interest, at our option, at either a LIBOR rate or a base rate plus, in each case, an applicable margin. For the term loans, the applicable margin for LIBOR loans is 3.00% and for base rate loans is 2.00%. For the revolving loans, the initial applicable margin for LIBOR loans is 3.00% and for base rate loans is 2.00%, subject to a pricing grid tied to senior leverage. The senior secured credit facility is required to be repaid with the net proceeds of asset sales (subject to certain exceptions), issuances of debt by AMF Worldwide or its subsidiaries or sales of equity securities of AMF Worldwide or its subsidiaries in any public offering or private placement (subject to certain exceptions) and from excess cash flow.

The senior secured credit facility is guaranteed by Kingpin Intermediate Corp. and substantially all of our direct or indirect domestic subsidiaries. The facility is secured by a perfected first priority security interest in (i) all of our tangible and intangible assets and property and (ii) the capital stock and intercompany notes of AMF Worldwide and its subsidiaries, except that with respect to foreign subsidiaries, only 65% of the stock of certain of those entities need be pledged.

The senior secured credit facility requires us to meet certain financial tests, including but not limited to, a maximum total leverage ratio, a minimum interest coverage ratio and a fixed charge coverage ratio. In addition, the senior secured credit facility contains restrictive covenants which limit, among other things, the incurrence of additional indebtedness, investments, guarantees, dividends and similar distributions, transactions with affiliates, asset sales, acquisitions, capital expenditures, mergers and consolidations, liquidations, prepayments, repurchases and redemption of other indebtedness, liens, hedging agreements, amendments of debt agreements, organizational documents and other material agreements, lines of business, sale-leaseback transactions and other matters customarily restricted in such agreements. The senior secured credit facility also provides for customary events of default, which includes any event of default under the indenture governing the notes.

Sale-Leaseback Facility

In connection with the Transactions, we entered into a sale-leaseback facility with an unaffiliated third party involving 186 of our owned U.S. bowling centers. Under the terms of the sale-leaseback facility, we sold the land and related improvements with respect to those bowling centers to the unaffiliated third party and simultaneously leased those properties back pursuant to two leases, each for an initial lease term of approximately 20 years, with 9 renewal terms, the first of which being for a term of 10 years and the second through ninth of which being for a term of 5 years each. The purchase price for the portfolio of sale-leaseback properties was $250 million plus transaction costs. The annual net rent payable under the leases is equal to purchase price multiplied by a 9.75% cap rate, subject to increases as of the 6th, 11th, and 16th lease years by 10%, and, if the term of the leases are renewed, subject to further increases during the first renewal term as of the 21st and 26th lease years, and, if the term of the leases are further renewed, subject to further increases during the second through ninth renewal term based upon the then current fair market rental value. We account for these leases as operating leases. The annual payments are described in note 3 to "Unaudited Pro Forma Financial Information—Notes to Unaudited Pro Forma Consolidated Statement of Operations." The sale-leaseback facility also provides for events of default, including upon the breach of the operating lease and a cross default to certain other indebtedness, the occurrence of which could have a material adverse impact on our ability to operate the facilities that are subject to the sale-leaseback facility.

DESCRIPTION OF THE NOTES

The 10% Senior Subordinated Notes were issued under an Indenture dated as of February 27, 2004 among the Company, the Guarantors and Wilmington Trust Company, as Trustee in a private transaction that was not subject to the registration requirements of the Securities Act. The terms of the Notes include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939. Any Notes that remain outstanding after completion of the exchange offer, together with the Exchange Notes (as defined in the Indenture) issued in the exchange offer, will be treated as a single class of securities under the Indenture.

The following description is a summary of the material provisions of the Indenture. It does not restate those documents in their entirety. A copy of the Indenture will be made available upon request to the Company. For definitions of certain capitalized terms used in the following summary, see "—Certain Definitions." Defined terms used in this description but not defined below or under the heading "—Certain Definitions" have the meanings assigned to them in the Indenture. References in this "Description of the Notes" to the Company do not include any Subsidiaries of the Company unless specifically stated. Unless otherwise required by the context, references in this description to the "Notes" includes the Notes issued to the initial purchasers in a private transaction that was not subject to the registration requirements of the Securities Act, and the Exchange Notes, which have been registered under the Securities Act.

The registered holder of a Note will be treated as the owner of it for all purposes. Only registered holders will have rights under the Indenture.

Maturity, Principal and Interest

The Notes will mature on March 1, 2010, will be in the aggregate principal amount of $150,000,000, subject to the Company's ability to issue additional notes which may be of the same series as these Notes as described under "—Further Issues." The Notes will be unsecured senior subordinated obligations of the Company. Each Note will bear interest at the rate described on the cover page from February 27, 2004 or from the most recent interest payment date on which interest has been paid, payable semiannually in arrears on March 1 and September 1 in each year, commencing September 1, 2004.

The Company will pay interest to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the February 15 or August 15 immediately preceding the relevant interest payment date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

The Notes will be issued only in fully registered form without coupons, in denominations of $1,000 and any integral multiple of $1,000. No service charge will be made for any registration of transfer, exchange or redemption of Notes, except in certain circumstances for any tax or other governmental charge that may be imposed.

Settlement for the Notes will be made in same day funds. All payments of principal and interest will be made by the Company in same day funds. The Notes will trade in the Same-Day Funds Settlement System of The Depository Trust Company (the "Depositary" or "DTC") until maturity, and secondary market trading activity for the Notes will therefore settle in same day funds.

Guarantees

Payment of the Notes is guaranteed by the Guarantors jointly and severally, fully and unconditionally, on a senior subordinated basis.

•: The Guarantors are comprised of all of the current direct and indirect domestic Wholly Owned Restricted Subsidiaries of the Company, to the extent they are guarantors under the Credit Agreement or other Indebtedness of the Company. The Company's Foreign Subsidiaries, certain non-Wholly Owned Subsidiaries and Holdings and any Parent Entity will not guarantee the Notes.
•: In addition, if any Restricted Subsidiary of the Company becomes a guarantor or obligor in respect of any other funded Indebtedness of the Company or any of the Restricted Subsidiaries, the Company shall cause such Restricted Subsidiary to enter into a supplemental indenture pursuant to which such Restricted Subsidiary shall agree to guarantee the Company's obligations under the Notes jointly and severally with any other such Restricted Subsidiary, fully and unconditionally, on a senior subordinated basis;provided that no guaranty will be required from a Restricted Subsidiary to the extent it is not a Wholly Owned Restricted Subsidiary and does not guarantee Public Debt if the aggregate Consolidated Net Income of all Restricted Subsidiaries guaranteeing funded Indebtedness of the Company or any Restricted Subsidiary but not guaranteeing the Notes does not exceed 3% of the Consolidated Net Income of the Company and its Restricted Subsidiaries taken as a whole.

If the Company defaults in payment of the principal of, premium, if any, or interest on the Notes, each of the Guarantors will be unconditionally, jointly and severally obligated to duly and punctually pay the principal of, premium, if any, and interest on the Notes.

The obligations of each Guarantor under its Guarantee are limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of such Guarantor, and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under the Indenture, will result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Guarantor that makes a payment or distribution under its Guarantee will be entitled to a contribution from any other Guarantor in a pro rata amount based on the net assets of each Guarantor determined in accordance with GAAP.

Notwithstanding the foregoing, in certain circumstances a Guarantee of a Guarantor may be released pursuant to the provisions of subsection (b) under "—Certain Covenants—Limitation on Issuances of Guarantees of Indebtedness." The Company also may, at any time, cause a Restricted Subsidiary to become a Guarantor by executing and delivering a supplemental indenture providing for the guarantee of payment of the Notes by such Restricted Subsidiary on the basis provided in the Indenture.

Optional Redemption

After March 1, 2007, the Company may redeem all or a portion of the Notes, on not less than 30 nor more than 60 days' prior notice, in amounts of $1,000 or an integral multiple thereof at the following redemption prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning March 1 of the years indicated below:

Year	Redemption Price
2007	105.00	%
2008	102.50	%
2009 and thereafter	100	%

of the principal amount, in each case, together with accrued and unpaid interest, if any, to the redemption date (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date).

In addition, at any time prior to March 1, 2007, the Company or Holdings or a Parent Entity, at the Company's option, may use the net proceeds of one or more Public Equity Offerings to redeem up to an aggregate of 35% of the aggregate principal amount of Notes originally issued under the Indenture at a redemption price equal to 110% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date). At least 65% of the initial aggregate principal amount of Notes must remain outstanding immediately after the occurrence of such redemption. In order to effect this redemption, the Company must mail a notice of redemption no later than 30 days after the closing of the related Public Equity Offering and must complete such redemption within 60 days of the closing of the Public Equity Offering.

If less than all of the Notes are to be redeemed, the Trustee shall select the Notes to be redeemed in compliance with the requirements of the principal national security exchange, if any, on which the Notes are listed, or if the Notes are not listed, on a pro rata basis, by lot or by any other method the Trustee shall deem fair and reasonable. Notes redeemed in part must be redeemed only in integral multiples of $1,000.

Mandatory Redemption

The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Purchase of Notes Upon a Change of Control

If a Change of Control occurs, each holder of Notes will have the right to require that the Company purchase all or any part (in integral multiples of $1,000) of such holder's Notes pursuant to a Change of Control Offer. In the Change of Control Offer, the Company will offer to purchase all of the Notes, at a purchase price (the "Change of Control Purchase Price") in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to the date of purchase (the "Change of Control Purchase Date") (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date).

Within 30 days of any Change of Control or, at the Company's option, prior to such Change of Control but after it is publicly announced, the Company must notify the Trustee and give written notice of the Change of Control to each holder of Notes, by first-class mail, postage prepaid, at his address appearing in the security register. The notice must state, among other things,

•: that a Change of Control has occurred or will occur and the date of such event;
•: the circumstances and relevant facts regarding such Change of Control;
•: the purchase price and the purchase date which shall be fixed by the Company on a business day no earlier than 30 days nor later than 60 days from the date the notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act;provided that the purchase date may not occur prior to the Change of Control;
•: that any Note not tendered will continue to accrue interest;
•: that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date; and
•: other procedures that a holder of Notes must follow to accept a Change of Control Offer or to withdraw acceptance of the Change of Control Offer.

If a Change of Control Offer is made, the Company may not have available funds sufficient to pay the Change of Control Purchase Price for all of the Notes that might be delivered by holders of the

Notes seeking to accept the Change of Control Offer. The failure of the Company to make or consummate the Change of Control Offer or pay the Change of Control Purchase Price when due will give the Trustee and the holders of the Notes the rights described under "—Events of Default."

The Credit Agreement provides that certain change of control events with respect to the Company and Holdings would constitute a default thereunder. A default under the Credit Agreement would result in a default under the Indenture if the lenders accelerate the indebtedness under the Credit Agreement. Any future credit agreements or other agreements relating to Senior Indebtedness to which the Company becomes a party may contain similar restrictions and provisions. If a Change of Control occurs at a time when the Company is prohibited from purchasing Notes under the Credit Agreement, the Company will be obligated to seek the consent of its lenders to the purchase of Notes or refinance the borrowings that contain such prohibition. If the Company does not obtain such a consent or refinance such borrowings, the Company will remain prohibited from purchasing Notes. In such case, the Company's failure to purchase tendered Notes would constitute an Event of Default under the Indenture, which would, in turn, constitute a default under the Credit Agreement. In such circumstances, the subordination provisions in the Indenture would likely restrict payments to the Holders.

In addition to the obligations of the Company under the Indenture with respect to the Notes in the event of a Change of Control, the Company's Credit Agreement also contains an event of default upon a Change of Control as defined therein which obligates the Company to repay amounts outstanding under such indebtedness upon an acceleration of the indebtedness issued thereunder.

The definition of Change of Control includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the assets of the Company. The term "all or substantially all" as used in the definition of "Change of Control" has not been interpreted under New York law (which is the governing law of the Indenture) to represent a specific quantitative test. Therefore, if holders of the Notes elected to exercise their rights under the Indenture and the Company elected to contest such election, it is not clear how a court interpreting New York law would interpret the phrase.

The existence of a holder's right to require the Company to repurchase such holder's Notes upon a Change of Control may deter a third party from acquiring the Company in a transaction which constitutes a Change of Control.

The provisions of the Indenture will not afford holders of the Notes the right to require the Company to repurchase the Notes in the event of a highly leveraged transaction or certain transactions with the Company's management or its affiliates, including a reorganization, restructuring, merger or similar transaction (including, in certain circumstances, an acquisition of the Company by management or its affiliates) involving the Company that may adversely affect holders of the Notes, if such transaction is not a transaction defined as a Change of Control. A transaction involving the Company's management or its affiliates, or a transaction involving a recapitalization of the Company, will result in a Change of Control if it is the type of transaction specified by such definition.

The Company will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with a Change of Control Offer.

The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements described in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

Ranking for Senior Subordinated Notes

The Notes are unsecured senior subordinated obligations of the Company. The payment of principal, premium, if any, and interest on the Notes and any other payment obligations on or with respect to the Notes (including any obligation to repurchase the Notes) is subordinated in right of payment, as set forth in the Indenture, to the prior payment in full in cash or Cash Equivalents of Senior Indebtedness. The Guarantee of a Guarantor will be subordinated to obligations of the Guarantor similar to the subordination provisions relating to the Notes described herein. The Notes are effectively subordinated to any future secured indebtedness to the extent of the assets securing such indebtedness. In addition, the Company conducts substantial business operations through its subsidiaries. The Notes are effectively subordinated to all existing and future indebtedness and other liabilities and commitments of its subsidiaries not providing guarantees, initially the Foreign Subsidiaries, which are distinct legal entities having no obligation to pay any amounts pursuant to the Notes or to make funds available therefor. In addition, Holdings will not guarantee the Notes.

The holders of Senior Indebtedness will be entitled to receive payment in full in cash or Cash Equivalents of all obligations due in respect of such Senior Indebtedness (including interest after the commencement of any bankruptcy, reorganization, insolvency, receivership or similar proceeding whether or not allowed or allowable as a claim in any such proceeding at the rate specified in the applicable Senior Indebtedness) before the holders of Notes will be entitled to receive any direct or indirect payment in respect of any Indenture Obligations, in the event of any distribution to creditors of the Company or a Guarantor:

(1): in a liquidation or dissolution of the Company or a Guarantor;
(2): in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or a Guarantor or its property;
(3): in an assignment for the benefit of creditors; or
(4): in any marshaling of the Company's or a Guarantor's assets and liabilities.

Accordingly, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Indenture Obligations with respect to the Notes in any case, proceeding, dissolution, liquidation or other winding up or event of the type referred to in clauses (1) through (4) above, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company or a Guarantor which is subordinated to the payment of the Indenture Obligations with respect to the Notes, shall be paid by the Company or Guarantor, as applicable, or by the trustee in bankruptcy, debtor-in-possession, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company or a Guarantor directly to the holders of the Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or Cash Equivalents after giving effect to any concurrent payment or distribution to or for the benefit of the holders of the Senior Indebtedness, except that (1) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or a Guarantor or its property, holders of Notes may receive any payment or distribution authorized by an unstayed, final, nonappealable order or decree stating that effect is being given to the subordination of the Indenture Obligations with respect to the Notes to the Senior Indebtedness and made by a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law of securities ("Permitted Junior Securities") which, if debt securities, are subordinated to at least the same extent as the Indenture Obligations are to (x) the Senior Indebtedness or (y) any securities issued in exchange for the Senior

Indebtedness; and (2) holders of Notes may recover payments made from the trust described under the caption "—Defeasance or Covenant Defeasance of Indenture."

The Company also may not make any direct or indirect payment upon or in respect of the Notes (except from the trust described under the caption "—Defeasance or Covenant Defeasance of Indenture") if:

(1): a default in the payment of principal of, premium, if any, or interest on Designated Senior Indebtedness occurs and is continuing beyond any applicable period of grace; or
(2): any other default occurs and is continuing with respect to Designated Senior Indebtedness which permits holders of the Designated Senior Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a "Payment Blockage Notice") from (A) with respect to the Designated Senior Indebtedness arising under the Credit Agreement, the applicable Agent Bank or (B) with respect to any other Designated Senior Indebtedness, the holders or the representative of the holders of any such Designated Senior Indebtedness.

Payments on the Notes may and shall be resumed:

(1): in the case of a payment default, upon the date on which such default is cured or waived and, if the Designated Senior Indebtedness has been accelerated, such acceleration has been rescinded;
(2): in case of a nonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received unless the maturity of any Designated Senior Indebtedness has been accelerated; and
(3): the Designated Senior Indebtedness has been paid in full in cash or Cash Equivalents.

No new period of payment blockage may be commenced by a Payment Blockage Notice unless and until 360 days have elapsed since the first day of the effectiveness of the immediately prior Payment Blockage Notice;provided that the delivery of a Payment Blockage Notice by the representatives for or holders of Designated Senior Indebtedness other than under the Credit Agreement shall not bar the delivery of another Payment Blockage Notice by the applicable Agent Bank for the Credit Agreement within such period of 360 days;provided, further, that no period of payment blockage shall exceed 179 days in any one year and no two consecutive interest payments on the Notes may be blocked by delivery of a Payment Blockage Notice.

No nonpayment event of default which existed or was continuing on the date of the delivery of a Payment Blockage Notice with respect to the Designated Senior Indebtedness delivering such Payment Blockage Notice shall be, or be made, the basis for the commencement of a second Payment Blockage Notice by the representative for or the holders of such Designated Senior Indebtedness whether or not within a period of 360 days unless such default has been cured or waived for a period of not less than 90 days.

If the Trustee or any holder of the Notes receives a payment in respect of the Notes (except (i) for Permitted Junior Securities or (ii) from the trust described under the caption "—Defeasance or Covenant Defeasance of Indenture") when the payment is prohibited by these subordination provisions, then the Trustee or the holder of the Notes, as the case may be, shall hold the payment in trust for the benefit of the holders of Senior Indebtedness of the Company. Upon the proper written request of the holders of Senior Indebtedness of the Company, the Trustee or the holder of the Notes, as the case may be, shall deliver the amounts in trust to the holders of Senior Indebtedness of the Company or their proper representative.

If the Company fails to make any payment on the Notes when due or within any applicable grace period, whether or not on account of the payment blockage provisions referred to above, such failure would constitute an Event of Default under the Indenture and would enable the holders of the Notes to accelerate the maturity thereof. See "—Events of Default." The Indenture will require that the Company promptly notify holders of Senior Indebtedness if payment of the Notes is accelerated because of any Event of Default. If any Designated Senior Indebtedness is outstanding, neither the Company nor any Guarantor may pay the Notes until five business days after such holders or the representative of such Designated Senior Indebtedness receive notice of such acceleration and, thereafter, may pay the Notes only if the subordination provisions of the Indenture otherwise permit payment at that time.

As a result of the subordination provisions described above, in the event of an insolvency, bankruptcy, reorganization or liquidation of the Company, creditors of the Company who are holders of Senior Indebtedness and holders of trade payables may recover more, ratably, than the holders of the Notes, and assets which would otherwise be available to pay obligations in respect of the Notes will be available only after all Senior Indebtedness has been paid in full in cash or Cash Equivalents, and there may not be sufficient assets remaining to pay amounts due on any or all of the Notes. See "Risk Factors—Risks Relating to the Notes."

Payments under the Guarantee of each Guarantor will be subordinated to the prior payment in full in cash or Cash Equivalents of all Senior Indebtedness of such Guarantor, including Senior Indebtedness of such Guarantor incurred after the date of the Indenture, on the same basis as provided above with respect to the subordination of payments on the Notes by the Company to the prior payment in full in cash or Cash Equivalents of Senior Indebtedness of the Company. See "Risk Factors—Risks Relating to the Notes."

During the fiscal year ending June 29, 2003, our non-guarantor subsidiaries accounted for approximately 12% of our net revenue and, as of June 29, 2003, approximately 8% of our total assets.

As of December 28, 2003, after giving effect to the offering of the Notes and the application of net proceeds and the Transactions, the Company and the Guarantors would have had an aggregate of $169.6 million of secured indebtedness outstanding, no senior unsecured indebtedness outstanding and no additional senior subordinated indebtedness outstanding other than the Notes.

Certain Covenants

The Indenture contains, among others, the following covenants:

Limitation on Indebtedness. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise incur, contingently or otherwise (collectively, "incur"), any Indebtedness (including any Acquired Indebtedness), unless such Indebtedness is incurred by the Company or any Guarantor and, in each case, the Company's Consolidated Fixed Charge Coverage Ratio for the most recent four full fiscal quarters for which financial statements are publicly available immediately preceding the incurrence of such Indebtedness taken as one period is at least equal to or greater than 2.00:1.00.

(b) Notwithstanding the foregoing, the Company and, to the extent specifically set forth below, the Restricted Subsidiaries may incur each and all of the following (collectively, the "Permitted Indebtedness"):

(1): Indebtedness of the Company (and any of the Guarantors and any domestic non-Wholly Owned Restricted Subsidiary that is a guarantor of the Credit Facilities) under or in respect of Credit Facilities in an aggregate principal amount at any one time outstanding not to exceed $215.0 million under any term loans made pursuant thereto or under any revolving credit

facility or in respect of letters of credit thereunder, minus any permanent reduction in commitments thereunder resulting from the repayment thereof from the proceeds of one or more asset sales (including with respect to the sale of the International Operations) pursuant to clause (b)(i) of"—Limitation on Sale of Assets;"

(2)

Indebtedness of the Company pursuant to (a) the Notes (excluding any Additional Notes) and any Guarantee of the Notes, and (b) any Exchange Notes issued in exchange for the Notes pursuant to the Registration Rights Agreement;

(3)

Indebtedness of the Company or any Restricted Subsidiary outstanding on the date of the Indenture or the date of the consummation of the Acquisition, if later;

(4)

Indebtedness of the Company owing to a Restricted Subsidiary;

•: provided that any Indebtedness of the Company owing to a Restricted Subsidiary that is not a Guarantor is unsecured and is subordinated in right of payment to the payment and performance of the Company's obligations under the Notes;
•: provided, further, that any disposition, pledge or transfer of any such Indebtedness to a Person (other than a disposition, pledge or transfer to a Restricted Subsidiary and other than a pledge permitted under "—Limitation on Liens") shall be deemed to be an incurrence of such Indebtedness by the Company or other obligor not permitted by this clause (4);

(5)

Indebtedness of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary;

•: provided that (a) any disposition, pledge or transfer of any such Indebtedness to a Person (other than a disposition, pledge or transfer to the Company or a Restricted Subsidiary or a pledge permitted under "—Limitation on Liens") shall be deemed to be an incurrence of such Indebtedness by the obligor not permitted by this clause (5), and (b) any transaction pursuant to which any Restricted Subsidiary, which has Indebtedness owing to the Company or any other Restricted Subsidiary, ceases to be a Restricted Subsidiary shall be deemed to be the incurrence of Indebtedness by such Restricted Subsidiary that is not permitted by this clause (5);

(6)

guarantees of any Restricted Subsidiary of Indebtedness of the Company or any of its Restricted Subsidiaries which is permitted to be incurred under the Indenture,provided that such guarantees are made in accordance with the provisions of "—Limitation on Issuances of Guarantees of Indebtedness;"

(7)

obligations of the Company or any Guarantor entered into for genuine business purposes and not for speculative purposes

(a): pursuant to Interest Rate Agreements designed to protect the Company or any Restricted Subsidiary against fluctuations in interest rates or to permit such fluctuations in respect of Indebtedness of the Company or any Restricted Subsidiary as long as such obligations do not exceed the aggregate principal amount of such Indebtedness then outstanding other than as a result of fluctuations in interest rates or by reason of fees, indemnities and compensation payable thereunder, or
(b): under any Currency Hedging Agreements, relating to (1) Indebtedness of the Company or any Restricted Subsidiary and/or (2) obligations to purchase or sell assets or properties, in each case, incurred in the ordinary course of business of the Company or any Restricted Subsidiary;provided,however, that such Currency Hedging Agreements do not increase the Indebtedness or other obligations of the Company or any Restricted

Subsidiary outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;

(8): Indebtedness of the Company or any Guarantors represented by Capital Lease Obligations (whether or not incurred pursuant to sale and leaseback transactions) or Purchase Money Obligations or other Indebtedness incurred or assumed in connection with the acquisition or development of real or personal, movable or immovable, property in each case incurred for the purpose of financing or refinancing all or any part of the purchase price or cost of construction or improvement of property used in the business of the Company, in an aggregate principal amount pursuant to this clause (8) not to exceed the greater of (x) $20.0 million or (y) 3% of Consolidated Tangible Assets outstanding at any time;provided that the principal amount of any Indebtedness permitted under this clause (8) did not in each case at the time of incurrence exceed the Fair Market Value, as determined by the Company in good faith, of the acquired or constructed asset or improvement so financed;
(9): Indebtedness of the Company or any of its Restricted Subsidiaries in connection with surety, payment, performance, appeal or similar bonds, completion guarantees, export or import indemnity or similar instruments, including pursuant to self-insurance and workers' compensation obligations;provided that such Indebtedness is not incurred for the purpose of borrowing of money;
(10): Indebtedness of the Company or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business;provided, however, that such Indebtedness is extinguished within five business days of incurrence;
(11): Indebtedness of the Company to the extent the net proceeds thereof are promptly deposited to defease the Notes as described below under "—Defeasance or Covenant Defeasance of Indenture;"
(12): Indebtedness of the Company or any Restricted Subsidiary arising from agreements for indemnification or purchase price adjustment obligations or similar obligations, earn-outs or other similar obligations or from guarantees securing any obligation of the Company or a Restricted Subsidiary pursuant to such an agreement, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or Capital Stock of a Restricted Subsidiary;provided that the maximum assumable liability in respect of all such obligations shall at no time exceed the gross proceeds actually paid or received by the Company and any Restricted Subsidiary, including the Fair Market Value of non-cash proceeds;
(13): any renewals, extensions, substitutions, refundings, refinancings or replacements (collectively, a "refinancing") of any Indebtedness incurred pursuant to paragraph (a) of this section and clauses (2) and (3) of this paragraph (b) of this definition of "Permitted Indebtedness," including any successive refinancings so long as the borrower under such refinancing is the Company or a Guarantor or, if not the Company or a Guarantor, the same as the borrower of the Indebtedness being refinanced and the aggregate principal amount of Indebtedness represented thereby (or if such Indebtedness provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof, the original issue price of such Indebtedness plus any accreted value attributable thereto since the original issuance of such Indebtedness) is not increased by such refinancing plus the lesser of (a) the stated amount of any premium or other payment required to be paid in connection with such a refinancing pursuant to the terms of the Indebtedness being refinanced or (b) the amount of premium or other payment actually paid at such time to

refinance the Indebtedness, plus, in either case, the amount of commissions, fees and expenses of the Company incurred in connection with such refinancing and (1) in the case of any refinancing of Indebtedness that is Subordinated Indebtedness, such new Indebtedness is made subordinated to the Notes at least to the same extent as the Indebtedness being refinanced and (2) in the case of Pari Passu Indebtedness or Subordinated Indebtedness, as the case may be, such refinancing does not reduce the Average Life to Stated Maturity or the Stated Maturity of such Indebtedness;

(14): Indebtedness in an aggregate principal amount outstanding at any one time not to exceed $25.0 million of any Foreign Subsidiaries; and
(15): Indebtedness of the Company and its Restricted Subsidiaries in addition to that described in clauses (1) through (14) above, and any renewals, extensions, substitutions, refinancings or replacements of such Indebtedness, so long as the aggregate principal amount of all such Indebtedness shall not exceed $35.0 million outstanding at any one time in the aggregate.

For purposes of determining compliance with this "Limitation on Indebtedness" covenant, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this covenant, the Company in its sole discretion shall classify or reclassify such item of Indebtedness and only be required to include the amount of such Indebtedness as one of such types;provided that Indebtedness under the Credit Facility (or amounts committed thereunder) which is in existence on the Issue Date or the date of the consummation of the Acquisition, if later, and any renewals, extensions, substitutions, refundings, refinancings or replacements thereof, in an amount not in excess of the amount permitted to be incurred pursuant to clause (1) of paragraph (b) above, shall be deemed to have been incurred pursuant to clause (1) of paragraph (b) above rather than paragraph (a) above. For clarity purposes, the Company may incur Indebtedness under a Credit Facility in amounts after the Issue Date or the date of the consummation of the Acquisition, if later, in excess of the amounts outstanding on the Issue Date or the the date of the consummation of the Acquisition, if later (or amounts committed thereunder) under any other clause of "—Limitation on Indebtedness."

Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness.

Accrual of interest, accretion or amortization of original issue discount and the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on any Redeemable Capital Stock or Preferred Stock in the form of additional shares of the same class of Redeemable Capital Stock or Preferred Stock will not be deemed to be an incurrence of Indebtedness for purposes of this covenant;provided, in each such case, that the amount thereof as accrued is included in Consolidated Fixed Charge Coverage Ratio of the Company.

For purposes of determining compliance with any dollar-denominated restriction on the incurrence of Indebtedness denominated in a foreign currency, the dollar-equivalent principal amount of such Indebtedness incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the date that such Indebtedness was incurred. Notwithstanding any other provision of this covenant, the maximum amount that the Company or a Restricted Subsidiary of the Company may incur pursuant to this covenant shall not be deemed to be exceeded, with respect to outstanding Indebtedness, due solely to the result of fluctuations in the exchange rates of currencies.

If Indebtedness is secured by a letter of credit that serves only to secure such Indebtedness, then the total amount deemed incurred shall be equal to the greater of (x) the principal of such Indebtedness and (y) the amount that may be drawn under such letter of credit.

The amount of Indebtedness issued at a price less than the amount of the liability thereof shall be determined in accordance with GAAP.

Limitation on Restricted Payments. (a) The Company will not, and will not cause or permit any Restricted Subsidiary to, directly or indirectly:

(1): declare or pay any dividend on, or make any distribution to holders of, any shares of the Company's Capital Stock (other than dividends or distributions payable solely in shares of its Qualified Capital Stock or in options, warrants or other rights to acquire shares of such Qualified Capital Stock);
(2): purchase, redeem, defease or otherwise acquire or retire for value, directly or indirectly, the Company's or Holdings' or any Parent Entity's Capital Stock or any Capital Stock of any Affiliate of Holdings, any Parent Entity or the Company, including any Subsidiary of Holdings, any Parent Entity or the Company (other than Capital Stock of any Restricted Subsidiary of the Company) or options, warrants or other rights to acquire such Capital Stock;
(3): make any principal payment on, or repurchase, redeem, defease, retire or otherwise acquire for value, prior to any scheduled principal payment, sinking fund payment or maturity, any Subordinated Indebtedness, except a purchase, repurchase, redemption, defeasance or retirement within one year of final maturity thereof;
(4): declare or pay any dividend or distribution on any Capital Stock of any Restricted Subsidiary to any Person (other than to the Company or any of its Restricted Subsidiaries); or
(5): make any Investment in any Person (other than any Permitted Investments);

(any of the foregoing actions described in clauses (1) through (5) above, other than any such action that is a Permitted Payment (as defined below), collectively, "Restricted Payments") (the amount of any such Restricted Payment, if other than cash, shall be the Fair Market Value of the assets proposed to be transferred, as determined by the board of directors of the Company, whose determination shall be conclusive and evidenced by a board resolution), unless

(1)

immediately after giving effect to such proposed Restricted Payment on apro forma basis, no Default or Event of Default shall have occurred and be continuing and such Restricted Payment shall not be an event which is, or after notice or lapse of time or both, would be, an "event of default" under the terms of any Indebtedness of the Company or its Restricted Subsidiaries;

(2)

immediately after giving effect to such Restricted Payment on apro forma basis, the Company could incur $1.00 of additional Indebtedness pursuant to clause (a) of"—Limitation on Indebtedness;" and

(3)

after giving effect to the proposed Restricted Payment, the aggregate amount of all such Restricted Payments declared or made after the date of the Indenture and all Designation Amounts does not exceed the sum of:

(A): 50% of the aggregate Consolidated Net Income of the Company accrued on a cumulative basis during the period beginning on the first day of the Company's fiscal quarter beginning before the date of the Indenture and ending on the last day of the Company's last fiscal quarter for which financial statements are publicly available ending prior to the date of the Restricted Payment (or, if such aggregate cumulative Consolidated Net Income shall be a loss, minus 100% of such loss);
(B): the aggregate Net Cash Proceeds received after the date of the Indenture, or the date of the Acquisition, if later, by the Company either (1) as capital contributions in the form of common equity to the Company or (2) from the issuance or sale (other than to any of its Subsidiaries) of Qualified Capital Stock of the Company or any options, warrants or rights to purchase such Qualified Capital Stock of the Company (except, in each case, to

the extent such proceeds are used to purchase, redeem or otherwise retire Capital Stock or Subordinated Indebtedness as set forth below in clause (2) or (3) of paragraph (b) below and except for any capital contributions or issuances of Capital Stock made as part of, or concurrent with, the Transactions) (and excluding the Net Cash Proceeds from the issuance of Qualified Capital Stock financed, directly or indirectly, using funds borrowed from the Company or any Subsidiary until and to the extent such borrowing is repaid);

(C): the aggregate Net Cash Proceeds received after the date of the Indenture by the Company (other than from any of its Subsidiaries) upon the exercise of any options, warrants or rights to purchase Qualified Capital Stock of the Company (and excluding the Net Cash Proceeds from the exercise of any options, warrants or rights to purchase Qualified Capital Stock financed, directly or indirectly, using funds borrowed from the Company or any Subsidiary until and to the extent such borrowing is repaid);
(D): the aggregate Net Cash Proceeds received after the date of the Indenture by the Company from the conversion or exchange, if any, of debt securities or Redeemable Capital Stock of the Company or its Restricted Subsidiaries into or for Qualified Capital Stock of the Company plus, to the extent such debt securities or Redeemable Capital Stock were issued after the date of the Indenture, the aggregate of Net Cash Proceeds from their original issuance (and excluding the Net Cash Proceeds from the conversion or exchange of debt securities or Redeemable Capital Stock financed, directly or indirectly, using funds borrowed from the Company or any Subsidiary until and to the extent such borrowing is repaid);
(E): the aggregate Net Cash Proceeds (including Fair Market Value of assets other than cash) received upon the sale or other disposition of any Investment made since the date of the Indenture; plus the net reduction in Investments made since the date of the Indenture or the date of the Acquisition, if later; plus the net reduction in Investments in any Person resulting from dividends, repayments of loans or advances or other transfers of assets subsequent to the date of the Indenture, in each case, to the Company or any Restricted Subsidiary from such Person; plus to the extent that the ability to make Restricted Payments was reduced as the result of the designation of an Unrestricted Subsidiary, the portion (proportionate to the Company's or any Restricted Subsidiary's equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is redesignated, or liquidated or merged into, a Restricted Subsidiary;provided, in each case, the foregoing shall not exceed, in the aggregate, (x) the amount of all Investments which previously reduced the ability to make Restricted Payments minus (y) the amount of any increase of the amounts available to make Restricted Payments pursuant to clause (a)(3)(A) of "—Limitation on Restricted Payments" resulting from any of the events described above; and
(F): at any time after the extinguishment or termination of any amount which previously qualified as a Restricted Payment on account of any Guarantee entered into by the Company or any Restricted Subsidiary, such amount;provided that such Guarantee has not been called upon and the obligation arising under such Guarantee no longer exists.

(b) Notwithstanding the foregoing, the foregoing provisions shall not prohibit the following actions (each of clauses (1) through (7), (8)(A), (8)(B) and (9) being referred to as a "Permitted Payment"):

(1): the payment of any dividend within 60 days after the date of declaration thereof, if at such date of declaration such payment was permitted by this Section and such payment shall have been deemed to have been paid on such date of declaration and shall not have been deemed a "Permitted Payment" for purposes of the calculation required by paragraph (a) of this Section;

(2)

the repurchase, redemption, or other acquisition or retirement for value of any shares of any class of Capital Stock of the Company in exchange for (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares or scrip), or out of the Net Cash Proceeds of the issuance and sale for cash (other than to a Subsidiary) of, other shares of Qualified Capital Stock of the Company;provided that the Net Cash Proceeds from the issuance of such shares of Qualified Capital Stock are excluded from clause (3)(B) of paragraph (a) of this Section;

(3)

the repurchase, redemption, defeasance, retirement or acquisition for value or payment of principal of any Subordinated Indebtedness in exchange for, or in an amount not in excess of the Net Cash Proceeds of, the issuance and sale for cash (other than to any Subsidiary of the Company) of any Qualified Capital Stock of the Company;provided that the Net Cash Proceeds from the issuance of such shares of Qualified Capital Stock are excluded from clause (3)(B) of paragraph (a) of this Section;

(4)

the repurchase, redemption, defeasance, retirement, refinancing, acquisition for value or payment of principal of any Subordinated Indebtedness (other than Redeemable Capital Stock) (a "refinancing") through the issuance of new Subordinated Indebtedness of the Company;provided that any such new Subordinated Indebtedness

(a): shall be in a principal amount that does not exceed the principal amount so refinanced (or, if such Subordinated Indebtedness provides for an amount less than the principal amount thereof to be due and payable upon the payment thereof, then such lesser amount as of the date of determination), plus the lesser of (1) the stated amount of any premium or other payment required to be paid in connection with such a refinancing pursuant to the terms of the Indebtedness being refinanced or (2) the amount of premium or other payment actually paid at such time to refinance the Indebtedness, plus, in either case, the amount of commissions, fees and expenses of the Company incurred in connection with such refinancing;
(b): has an Average Life to Stated Maturity greater than the remaining Average Life to Stated Maturity of the Notes;
(c): has a Stated Maturity for its final scheduled principal payment later than the Stated Maturity for the final scheduled principal payment of the Notes; and
(d): is expressly subordinated in right of payment to the Notes at least to the same extent as the Subordinated Indebtedness to be refinanced;

(5)

the repurchase of Capital Stock deemed to occur upon exercise of stock options to the extent that shares of such Capital Stock represent a portion of the exercise price of such options or upon the withholding of a portion thereof to pay taxes;

(6)

the payment of cash in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exercisable for Capital Stock of the Company;

(7)

the repurchase of any Subordinated Indebtedness or Redeemable Capital Stock of the Company at a purchase price not greater than as contractually provided for in any such instrument in the event of an Asset Sale pursuant to a provision similar to the"—Limitation on Sale of Assets" covenant;provided that prior to consummating any such repurchase, the Company has made the Offer required by the Indenture and has repurchased all Notes validly tendered for payment in connection with such Offer;provided, further that no Default or Event of Default is continuing or would arise therefrom;

(8)

any payment of dividends, other distributions or other amounts by the Company for the purposes set forth in clauses (A) through (C) below:

(A): to Holdings or any Parent Entity in amounts equal to the amounts required for Holdings or any Parent Entity to pay franchise taxes, accounting, legal and other fees required to maintain its corporate existence and provide for other operating costs in each case related to the Company and its Restricted Subsidiaries of up to $750,000 per fiscal year;provided that any amounts under this Clause (A) not used in any fiscal year may be used in subsequent fiscal years;
(B): to Holdings or any Parent Entity in amounts equal to amounts required for Holdings or any Parent Entity to pay federal, state, local and foreign income taxes to the extent such income taxes are attributable to the income of the Company and its Restricted Subsidiaries (and, to the extent of amounts actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries); or
(C): to Holdings or any Parent Entity in amounts equal to amounts expended by Holdings or any Parent Entity to purchase, repurchase, redeem, retire or otherwise acquire for value Capital Stock of Holdings or any Parent Entity owned by employees, former employees, directors or former directors, consultants or foreign consultants of the Company or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors, consultants or foreign consultants);provided,however, that the aggregate amount paid, loaned or advanced to Holdings or any Parent Entity pursuant to this clause (C) will not, in the aggregate, exceed $2.0 million per fiscal year of the Company,provided,further, that any amounts under this clause (C) not used in any fiscal year may be used in the subsequent fiscal year so long as the amount used in any one fiscal year shall in no event exceed $5.0 million, plus any amounts contributed by Holdings or any Parent Entity to the Company as a result of sales of shares of Capital Stock to employees, directors and consultants (not included pursuant to clause (3)(B) of paragraph (a) of this Section), plus the net proceeds of any key person life insurance received by the Company after the date of the Indenture;provided that no Default or Event of Default is continuing or would arise therefrom;

(9)

the payment of any dividend or distribution to Holdings for any Parent Entity or the repurchase, redemption, or other acquisition or retirement for value of any shares of any class of Capital Stock of the Company or Holdings or any Parent Entity (an "International Payment") of up to 35% of the Net Cash Proceeds from the sale of International Operations in one or more transactions;provided, that there may only be two such International Payments andprovided further that at or prior to the time of an International Payment (i) as a result of or in contemplation of or following the announcement or the consummation of the sale of International Operations or an International Payment, no downgrading shall have occurred in the rating or negative change made to the outlook accorded the Notes or of any of the Company's other debt instruments by either Moody's or Standard & Poor's, and neither such organization shall have announced that it has under surveillance or review its ratings of any of the Company's debt instruments; (ii) at the time of such International Payment and after giving pro forma effect thereto as if such International Payment had been made at the beginning of the applicable four-quarter period, the Company could incur $1.00 of additional Indebtedness pursuant to clause (a) of"—Limitation on Indebtedness; (iii) no Default or Event of Default is continuing or would arise therefrom; and (iv) if, and only if, the Company opts to make an International Payment, the Company shall have first made an offer to all holders (which shall be open for at least 20 business days) of the Notes to purchase Notes with an aggregate principal amount equal to 35% of the Net Cash Proceeds from such sale of

International Operations (the "International Offer Amount") at a price equal to 102% of the aggregate principal amount of the Notes so purchased;provided, that if the Notes tendered by holders accepting such offer exceeds the International Offer Amount, such purchase shall be made on a pro rata basis to all holders accepting the offer made pursuant to this clause (iv); andprovided, further, that the amount available to make an International Payment shall be reduced by any payments made to tendering holders pursuant to the offer contemplated by this clause (iv); and

(10): Restricted Payments not to exceed $25.0 million in the aggregate since the Issue Date;provided that no Default or Event of Default is continuing or would arise therefrom.

Limitation on Transactions with Affiliates. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of Holdings or any Parent Entity or the Company (other than the Company or a Wholly Owned Restricted Subsidiary) unless such transaction or series of related transactions is entered into in good faith and in writing, such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary (as reasonably determined by the Company), as the case may be, than those that would be available in a comparable transaction in arm's-length dealings with an unrelated third party, and

(1)

with respect to any transaction or series of related transactions involving aggregate value in excess of $5.0 million,

(a): the Company delivers an officers' certificate to the Trustee certifying that such transaction or series of related transactions complies with the paragraph above, and
(b): such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the board of directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director;provided that in the event there are no Disinterested Directors the Company delivers to the Trustee a Fairness Opinion, or

(2)

with respect to any transaction or series of related transactions involving aggregate value in excess of $15.0 million, the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transaction or series of related transactions is fair to the holders of the Notes from a financial point of view (a "Fairness Opinion");

provided, however, that this provision shall not apply to:

(i): employee benefit arrangements with any officer or director of the Company, including under any stock option or stock incentive plans, and customary indemnification arrangements with officers or directors of the Company,
(ii): any Restricted Payment permitted to be made pursuant to the covenant described under "—Limitation on Restricted Payments" above,
(iii): transactions involving the Company or any of its Restricted Subsidiaries on the one hand, and CHS or any of its Affiliates, on the other hand, in connection with the Acquisition and transactions related thereto, the Credit Facility and any amendment, modification, supplement, extension, refinancing, replacement, work-out, restructuring and other transactions related thereto or transactions provided for in the Management Agreement with CHS as in effect on the Issue Date, or the date of the Acquisition, if later, as the same may be modified or

amended so long as such modification or amendment does not increase the amount of management or advisory fees to be paid thereunder;provided that before making any such payment and after giving pro forma effect thereto, no Default or Event of Default shall have occurred and be continuing and such payment shall not be an event which is, or after notice or lapse of time or both, would be, an "event of default" under the terms of any Indebtedness of the Company or its Restricted Subsidiaries;

(iv): transactions pursuant to the Equity Agreements as in effect on the date of the Indenture as the same may be amended from time to time in any manner not materially less favorable taken as a whole to the holders of the Notes;
(v): any sale or issuance of Qualified Capital Stock of the Company to Affiliates of the Company;
(vi): transactions between or among the Company and/or its Restricted Subsidiaries;
(vii): transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, any Capital Stock in such Person;
(viii): the Transactions and the payment of all fees and expenses related to the Transactions; and
(ix): any agreement to do any of the foregoing.

Limitation on Liens. The Company will not, and will not cause or permit any Restricted Subsidiary to, directly or indirectly, create, incur or affirm any Lien (except for any Permitted Liens) securing Indebtedness (including any intercompany notes) of the Company or any Restricted Subsidiary owned on the date of the Indenture or the date of the Acquisition, if later, or acquired after the date of the Indenture, unless the Notes (or a Guarantee in the case of Liens of a Guarantor) are directly secured equally and ratably with (or, in the case of Subordinated Indebtedness, prior or senior thereto, with the same relative priority as the Notes shall have with respect to such Subordinated Indebtedness) the Indebtedness secured by such Lien.

Notwithstanding the foregoing, any Lien securing the Notes granted pursuant to this covenant shall be automatically and unconditionally released and discharged upon the release by the holders of the Indebtedness described above of their Lien on the property or assets of the Company or any Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness), at such time as the holders of all such Indebtedness also release their Lien on the property or assets of the Company or such Restricted Subsidiary, or upon any sale, exchange or transfer to any Person not an Affiliate of the Company or Holdings or any Parent Entity of the property or assets secured by such Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary that owns the property or assets subject to such Lien.

Limitation on Sale of Assets. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale unless (1) at least 75% of the consideration from such Asset Sale other than Asset Swaps is received in cash and (2) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets subject to such Asset Sale (as determined by the board of directors of the Company and evidenced in a board resolution).

For purposes of Section (a)(1) of this covenant, the following will be deemed to be cash: (A) the amount of any Indebtedness (other than any Subordinated Indebtedness) of the Company or any Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and the Restricted Subsidiaries are fully and unconditionally released (excluding any liabilities that are incurred in connection with or in anticipation of such Asset Sale and contingent liabilities), (B) the amount of any notes, securities or other similar obligations received by the Company or any

Restricted Subsidiary from such transferee that are immediately converted, sold or exchanged (or are converted, sold or exchanged within 90 days of the related Asset Sale) by the Company or the Restricted Subsidiaries into cash in an amount equal to the net cash proceeds realized upon such conversion, sale or exchange and (C) the amount of any Designated Non-cash Consideration by the Company or any Restricted Subsidiaries in the Asset Sale.

With respect to an Asset Swap constituting an Asset Sale, the Company or any Restricted Subsidiary shall be required to receive in cash an amount equal to 75% of the proceeds of the Asset Sale which do not consist of like-kind assets acquired with the Asset Swap.

(b) All or a portion of the Net Cash Proceeds of any Asset Sale may be applied by the Company or a Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Indebtedness under the Credit Agreement):

(i) to prepay permanently or repay permanently any Indebtedness under the Credit Agreement or any other Senior Indebtedness or any Indebtedness of any non-Guarantors then outstanding (and in the case of any such Indebtedness under a revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility), or

(ii) to invest the Net Cash Proceeds in properties and other assets that (as determined by the board of directors of the Company) replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries (including pursuant to capital expenditures) existing on the date of the Indenture or in businesses reasonably related thereto, or

(iii) to make an International Payment.

The amount of such Net Cash Proceeds not used or invested in accordance with the preceding clauses (i), (ii) and (iii) within 365 days of the Asset Sale (other than any Net Cash Proceeds from an Asset Sale of International Operations) constitutes "Excess Proceeds."

(c) When the aggregate amount of Excess Proceeds exceeds $15 million or more, the Company will apply the Excess Proceeds to the repayment of the Notes and, at the Company's option, any other Pari Passu Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from any Asset Sale as follows:

(A): the Company will make an offer to purchase (an "Offer") from all holders of the Notes in accordance with the procedures set forth in the Indenture in the maximum principal amount (expressed as a multiple of $1,000) of Notes that may be purchased out of an amount (the "Note Amount") equal to the product of such Excess Proceeds multiplied by a fraction, the numerator of which is the outstanding principal amount of the Notes, and the denominator of which is the sum of the outstanding principal amount (or accreted value in the case of Indebtedness issued with original issue discount) of the Notes and such Pari Passu Indebtedness (subject to proration in the event such amount is less than the aggregate Offered Price (as defined herein) of all Notes tendered); and
(B): to the extent required by such Pari Passu Indebtedness to permanently reduce the principal amount of such Pari Passu Indebtedness (or accreted value in the case of Indebtedness issued with original issue discount), the Company will make an offer to purchase or otherwise repurchase or redeem Pari Passu Indebtedness (a "Pari Passu Offer") in an amount (the "Pari Passu Debt Amount") equal to the excess of the Excess Proceeds over the Note Amount;provided that in no event will the Company be required to make a Pari Passu Offer in a Pari Passu Debt Amount exceeding the principal amount (or accreted value) of such Pari Passu Indebtedness plus the amount of any premium required to be paid to repurchase such Pari Passu Indebtedness.

The offer price for the Notes will be payable in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, if any, to the date (the "Offer Date") such Offer is consummated (the "Offered Price"), in accordance with the procedures set forth in the Indenture. To the extent that the aggregate Offered Price of the Notes tendered pursuant to the Offer is less than the Note Amount relating thereto or the aggregate amount of Pari Passu Indebtedness that is purchased in a Pari Passu Offer is less than the Pari Passu Debt Amount, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in the Indenture. If the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon the completion of the purchase of all the Notes tendered pursuant to an Offer and the completion of a Pari Passu Offer, the amount of Excess Proceeds, if any, shall be reset at zero.

(d) If the Company becomes obligated to make an Offer pursuant to clause (c) above, the Notes and the Pari Passu Indebtedness shall be purchased by the Company, at the option of the holders thereof, in whole or in part in integral multiples of $1,000, on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Offer is given to holders, or such later date as may be necessary for the Company to comply with the requirements under the Exchange Act.

(e) The Indenture will provide that the Company will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with an Offer.

Limitation on Issuances of Guarantees of Indebtedness. (a) The Company will not cause or permit any Restricted Subsidiary (which is not a Guarantor), directly or indirectly, to guarantee, assume or in any other manner become liable with respect to any funded Indebtedness of the Company or any Restricted Subsidiary (other than a guarantee by a Foreign Subsidiary of the Indebtedness of another Foreign Subsidiary) unless the Restricted Subsidiary issuing the guarantee simultaneously executes and delivers a supplemental indenture to the Indenture providing for a Guarantee of the Notes on the same terms as the guarantee of such Indebtedness except that

(1): such guarantee need not be secured unless required pursuant to"—Limitation on Liens";
(2): if such Indebtedness is by its terms expressly subordinated to the Notes, any such assumption, guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated to such Restricted Subsidiary's Guarantee of the Notes at least to the same extent as such Indebtedness is subordinated to the Notes; and
(3): no guaranty will be required from a Restricted Subsidiary to the extent it is not a Wholly Owned Restricted Subsidiary and does not guarantee Public Debt if the aggregate Consolidated Net Income of all Restricted Subsidiaries guaranteeing funded Indebtedness of the Company or any Restricted Subsidiary but not guaranteeing the Notes does not exceed 3% of the Consolidated Net Income of the Company and its Restricted Subsidiaries taken as a whole.

(b) Notwithstanding the foregoing, any Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it (and all Liens securing the same) shall be automatically and unconditionally released and discharged upon

(1): any sale, exchange or transfer, to any Person not an Affiliate of the Company or Holdings or any Parent Entity, of all of the Company's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary, or the designation of such Restricted Subsidiary as an Unrestricted Subsidiary, which transaction is in compliance with the terms of the Indenture and such Restricted Subsidiary is released from all guarantees, if any, by it of other Indebtedness of the Company or any Restricted Subsidiaries,

(2): the release by the holders of the Indebtedness of the Company described in clause (a) above of their security interest or their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness), at such time as (A) no other Indebtedness of the Company has been secured or guaranteed by such Restricted Subsidiary, as the case may be, or (B) the holders of all such other Indebtedness which is secured or guaranteed by such Restricted Subsidiary also release their security interest in or guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness),
(3): if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture,
(4): upon defeasance or legal defeasance or satisfaction and discharge of the Notes as provided below under the captions "—Defeasance or Covenant Defeasance of Indenture" and "—Satisfaction and Discharge,"
(5): the merger or dissolution of a Guarantor into the Company or another Guarantor or the transfer or sale of all or substantially all of the assets of a Guarantor to the Company or another Guarantor, or
(6): upon dissolution of a Guarantor that is permitted under the Indenture.

Limitation on Subsidiary Preferred Stock. (a) The Company will not permit any Restricted Subsidiary of the Company to issue, sell or transfer any Preferred Stock, except for (1) Preferred Stock issued or sold to, held by or transferred to the Company or a Wholly Owned Restricted Subsidiary, (2) the issuance to directors of director's qualifying shares to the extent required by applicable law, (3) the issuance of any regulatorily required shares of Preferred Stock, (4) the issuances of any shares of Preferred Stock to persons in connection with the obtaining of liquor licenses and (5) Preferred Stock issued by a Person prior to the time (A) such Person becomes a Restricted Subsidiary, (B) such Person merges with or into a Restricted Subsidiary or (C) a Restricted Subsidiary merges with or into such Person;providedthat such Preferred Stock was not issued or incurred by such Person in anticipation of the type of transaction contemplated by subclause (A), (B) or (C). This clause (a) shall not apply upon the acquisition of all the outstanding Preferred Stock of such Restricted Subsidiary in accordance with the terms of the Indenture.

(b) The Company will not permit any Person (other than the Company or a Wholly Owned Restricted Subsidiary) to acquire Preferred Stock of any Restricted Subsidiary from the Company or any Restricted Subsidiary, except upon the acquisition of all the outstanding Preferred Stock of such Restricted Subsidiary in accordance with the terms of the Indenture.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to

(1): pay dividends or make any other distribution on its Capital Stock;
(2): pay any Indebtedness owed to the Company or any other Restricted Subsidiary;
(3): make any Investment in the Company or any other Restricted Subsidiary; or
(4): transfer any of its properties or assets to the Company or any other Restricted Subsidiary.
(b): However, paragraph (a) will not prohibit
(1): encumbrance or restriction pursuant to an agreement (including the Credit Agreement) in effect on the date of the Indenture or the date of the consummation of the Acquisition, if

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later, or any amendments thereto that are not more restrictive with respect to such matters in the aggregate than such existing agreements;

(2): the Indenture, the Notes and the Exchange Notes;
(3): encumbrance or restriction with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the Company on the date of the Indenture, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary,providedthat such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary;
(4): encumbrance or restriction pursuant to any agreement governing any Indebtedness of the type permitted by clause (8) of the definition of Permitted Indebtedness as to the assets financed with the proceeds of such Indebtedness;
(5): encumbrance or restriction contained in any Acquired Indebtedness or other agreement of any entity or related to assets acquired by or merged into or consolidated with the Company or any Restricted Subsidiaries, so long as such encumbrance or restriction (A) was not entered into in contemplation of the acquisition, merger or consolidation transaction, and (B) is not applicable to any Restricted Subsidiary, or the properties or assets of any Restricted Subsidiary, other than the Restricted Subsidiary, or the property or assets of the Restricted Subsidiary, so acquired, so long as the agreement containing such restriction does not violate any other provision of the Indenture;
(6): encumbrance or restriction existing under applicable law, regulations or any requirement of any governmental or regulatory body;
(7): Liens securing Indebtedness otherwise permitted to be incurred under the provisions of the covenant described above under the caption "—Limitation on Liens" that limit the right of the debtor to dispose of the assets subject to such Liens;
(8): customary non-assignment provisions in leases, permits, licenses or contracts;
(9): customary restrictions contained in (A) asset sale agreements permitted to be incurred under the provisions of the covenant described above under the caption "—Limitation on Sale of Assets" that limit the transfer of such assets pending the closing of such sale and (B) any other agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(10): in the case of clause (4) of paragraph (a) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted under the Indenture to the extent such restrictions restrict the transfer of property subject to such security agreements or mortgages;
(11): provisions limiting the disposition or distribution of assets or property in joint venture or similar agreements, which limitation is applicable only to assets or property that are the subject of such joint venture agreements,providedthat such joint venture or similar arrangement is included within the calculation of Permitted Investments under clause (10) of the definition of "Permitted Investments" below; or
(12): under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (1) through (11), or in this clause (12),providedthat the terms and conditions of any such encumbrances or restrictions

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are no more restrictive in any material respect taken as a whole than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced.

Limitation on Layering

Notwithstanding the provisions described above under"—Limitation on Indebtedness," the Company will not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is expressly subordinate or junior in right of payment to any Indebtedness of the Company and senior in right of payment to the Notes. In addition, no Guarantor will incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness of such Guarantor that is expressly subordinate or junior in right of payment to any Indebtedness of such Guarantor and senior in right of payment to the Guarantee of such Guarantor. For purposes of the foregoing, no Indebtedness shall be deemed to be subordinated in right of payment to any other Indebtedness solely by virtue of being unsecured or secured by a junior priority lien or by virtue of the fact that the holders of such Indebtedness have entered into intercreditor agreements or other arrangements giving one or more of such holders priority over the other holders in the collateral held by them.

Sale and Leaseback Transactions

The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction other than the Portfolio Sale and amendments, extensions and replacements thereof;provided,that the Company or one of its Restricted Subsidiaries may enter into a sale and leaseback transaction if:

(1): the Company or such Restricted Subsidiary could have (a) incurred Indebtedness in an amount equal to the Attributable Indebtedness relating to such sale and leaseback transaction pursuant to the covenant described above under the caption "—Limitation on Indebtedness" and (b) incurred a Lien to secure such Indebtedness pursuant to the covenant described above under the caption "—Limitation on Liens";
(2): the gross cash proceeds of such sale and leaseback transactions are at least equal to the Fair Market Value of the property that is the subject of such sale and leaseback transaction as determined by the Company in its reasonable judgment; and
(3): the transfer of assets in such sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, the covenant described above under the caption"—Limitation on Sale of Assets."

Limitation on Unrestricted Subsidiaries. The Company may designate after the Issue Date any Subsidiary (other than a Guarantor) as an "Unrestricted Subsidiary" under the Indenture (a "Designation") only if:

(a): no Default shall have occurred and be continuing after giving effect to such Designation;
(b): the Company would be permitted to make an Investment (other than a Permitted Investment) at the time of Designation (assuming the effectiveness of such Designation) pursuant to paragraph (a) of "—Limitation on Restricted Payments" above in an amount (the "Designation Amount") equal to the Fair Market Value of the Company's interest in such Subsidiary as determined in good faith by the Company's board of directors;
(c): the Company could incur $1.00 of additional Indebtedness pursuant to clause (a) of "—Limitation on Indebtedness" at the time of such Designation (assuming the effectiveness of such Designation);
(d): such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary of the Company which is not simultaneously being designated an Unrestricted Subsidiary;

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(e): such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Unrestricted Subsidiary Indebtedness,providedthat an Unrestricted Subsidiary may provide a Guarantee for the Notes; and
(f): such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company or Holdings or any Parent Entity or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary shall be deemed a Restricted Payment.

In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to the covenant "—Limitation on Restricted Payments" for all purposes of the Indenture in the Designation Amount.

The Indenture will also provide that the Company shall not and shall not cause or permit any Restricted Subsidiary to at any time

(a): provide credit support for, guarantee or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) (other than Permitted Investments in Unrestricted Subsidiaries); or
(b): be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary,

provided, however,that the Company or any Restricted Subsidiary, with respect to any Indebtedness of any Unrestricted Subsidiary, may (i) provide credit support for, guarantee or subject any of its property or assets to the satisfaction of such Indebtedness or (ii) be directly or indirectly be liable for such Indebtedness, to the extent that such provision of credit or the assumption of liability, as the case may be, will constitute a Restricted Payment pursuant to paragraph (a) of "—Limitation on Restricted Payments" in an amount equal to the credit support or guarantee or value of the property or assets that is subject to the satisfaction of any such Indebtedness, as the case may be.

For purposes of the foregoing, the Designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to be the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary.

The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "Revocation") if:

(a): no Default shall have occurred and be continuing after giving effect to such Revocation;
(b): all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of the Indenture; and
(c): the Company could incur the Indebtedness of such Subsidiary pursuant to the covenant described under "—Limitation on Indebtedness."

All Designations and Revocations must be evidenced by a resolution of the board of directors of the Company delivered to the Trustee certifying compliance with the foregoing provisions.

Provision of Financial Statements. Whether or not the Company is subject to Section 13(a) or 15(d) of the Exchange Act, the Company and the Guarantors will (following the Exchange Offer or the effectiveness of a Shelf Registration Statement), to the extent permitted under the Exchange Act, file

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with the Commission the annual reports, quarterly reports and other documents which the Company and such Guarantors would have been required to file with the Commission pursuant to Sections 13(a) or 15(d) if the Company or such Guarantors were so subject, such documents to be filed with the Commission on or prior to the date (the "Required Filing Date") by which the Company and such Guarantors would have been required so to file such documents if the Company and such Guarantors were so subject.

The Company and the Guarantors will also in any event (a) within 15 days of each Required Filing Date (whether before or after the Exchange Offer or the effectiveness of a Shelf Registration Statement) (1) transmit by mail to all holders, as their names and addresses appear in the security register, without cost to such holders and (2) file with the Trustee copies of the annual reports, quarterly reports and other documents which the Company and such Guarantors would have been required to file with the Commission pursuant to Sections 13(a) or 15(d) of the Exchange Act if the Company and such Guarantors were subject to either of such Sections and (b) if filing such documents by the Company and such Guarantors with the Commission is not permitted under the Exchange Act or prior to the Exchange Offer or the effectiveness of a Shelf Registration Statement, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective holder at the Company's cost.

If the Guarantors' or secured party's financial statements would be required to be included in the financial statements filed or delivered pursuant to the Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantors' financial statements in any filing or delivery pursuant to the Indenture.

The Indenture also provides that, so long as any of the Notes remain outstanding, the Company will make available to any prospective purchaser of Notes or beneficial owner of Notes in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the Notes for securities identical in all material respects which have been registered under the Securities Act or until such time as the holders thereof have disposed of such Notes pursuant to an effective registration statement under the Securities Act.

Additional Covenants. The Indenture also contains covenants with respect to the following matters: (1) payment of principal, premium and interest; (2) maintenance of an office or agency in The City of New York; (3) arrangements regarding the handling of money held in trust; (4) maintenance of corporate existence; (5) payment of taxes and other claims; (6) maintenance of properties; and (7) maintenance of insurance.

Consolidation, Merger, Sale of Assets

The Company will not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions, if such transaction or series of transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a Consolidated basis to any other Person or group of Persons (other than the Company or a Guarantor), unless at the time and after giving effect thereto

(1): either (a) the Company will be the continuing corporation or (b) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a Consolidated basis (the "Surviving Entity") will be a corporation, partnership or limited

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liability company organized or existing under the laws of the U.S., any state of the U.S. or the District of Columbia;providedthat if the Person is a partnership or limited liability company, a corporation wholly owned by such Person organized or existing under the laws of the U.S., any state of the U.S. or the District of Columbia that does not and will not have any material assets or operations will become a co-issuer of the Notes (pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee) such Person expressly assumes, by a supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and the Indenture and the Registration Rights Agreement, as the case may be, and the Notes and the Indenture and the Registration Rights Agreement will remain in full force and effect as so supplemented (and any Guarantees will be confirmed as applying to such Surviving Entity's obligations);

(2): after giving effect to such transaction on apro formabasis (and treating any Indebtedness not previously an obligation of the Company or any of its Restricted Subsidiaries which becomes the obligation of the Company or any of its Restricted Subsidiaries as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default will have occurred and be continuing;
(3): after giving effect to such transaction on apro formabasis (on the assumption that the transaction occurred on the first day of the four-quarter period for which financial statements are available ending immediately prior to the consummation of such transaction with the appropriate adjustments with respect to the transaction being included in suchpro formacalculation), either (a) the Company (or the Surviving Entity if the Company is not the continuing obligor under the Indenture) could incur $1.00 of additional Indebtedness pursuant to clause (a) of "—Certain Covenants—Limitation on Indebtedness;" or (b) the Company's Consolidated Fixed Charge Coverage Ratio shall be at least as great as that in effect prior to such transaction;
(4): at the time of the transaction, each Guarantor, if any, unless it is the other party to the transactions described above, will have by supplemental indenture confirmed that its Guarantee shall apply to such Person's obligations under the Indenture and the Notes;
(5): at the time of the transaction, if any of the property or assets of the Company or any of its Restricted Subsidiaries would thereupon become subject to any Lien, the provisions of "—Certain Covenants—Limitation on Liens" are complied with; and
(6): at the time of the transaction, the Company or the Surviving Entity will have delivered, or caused to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an officers' certificate and an opinion of counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, transfer, lease or other transaction and the supplemental indenture in respect thereof comply with the Indenture and that all conditions precedent therein provided for relating to such transaction have been complied with.

Notwithstanding the foregoing, (1) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to another Restricted Subsidiary and (2) the Company may merge with an Affiliate that has no significant assets or liabilities and was formed solely for the purpose of changing the Company's jurisdiction of organization to another state of the United States,provided that the surviving entity assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, the Company's obligation under the Indenture and the Registration Rights Agreement.

Each Guarantor will not, and the Company will not permit a Guarantor to, in a single transaction or through a series of related transactions, (x) consolidate with or merge with or into any other Person (other than the Company or any Guarantor) or (y) sell, assign, convey, transfer, lease or otherwise

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dispose of all or substantially all of its properties and assets to any Person or group of Persons (other than the Company or any Guarantor) or permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, in the case of clause (y) would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Guarantor and its Restricted Subsidiaries on a Consolidated basis to any other Person or group of Persons (other than the Company or any Guarantor), unless at the time and after giving effect thereto

(1): either (a) the Guarantor will be the continuing corporation in the case of a consolidation or merger involving the Guarantor or (b) the Person (if other than the Guarantor) formed by such consolidation or into which such Guarantor is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all of the properties and assets of the Guarantor and its Restricted Subsidiaries on a Consolidated basis (the "Surviving Guarantor Entity") will be a corporation, limited liability company, limited liability partnership, partnership or trust duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and such Person expressly assumes, by a supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of such Guarantor under its Guarantee of the Notes and the Indenture and the Registration Rights Agreement and such Guarantee, Indenture and Registration Rights Agreement will remain in full force and effect;
(2): after giving effect to such transaction on apro formabasis, no Default or Event of Default will have occurred and be continuing; and
(3): at the time of the transaction such Guarantor or the Surviving Guarantor Entity will have delivered, or caused to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an officers' certificate and an opinion of counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, lease or other transaction and the supplemental indenture in respect thereof comply with the Indenture and that all conditions precedent therein provided for relating to such transaction have been complied with;provided, however,that this paragraph shall not apply to any Guarantor whose Guarantee of the Notes is unconditionally released and discharged in accordance with paragraph (b) under the provisions of "Certain Covenants—Limitation on Issuances of Guarantees of Indebtedness."

In the event of any transaction (other than a lease) described in and complying with the conditions listed in the two immediately preceding paragraphs in which the Company or any Guarantor, as the case may be, is not the continuing corporation, the successor Person formed or remaining or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, and the Company or any Guarantor, as the case may be, would be discharged from all obligations and covenants under the Indenture and the Notes or its Guarantee, as the case may be, and the Registration Rights Agreement. An assumption by any Person of the Company's or any Guarantor's obligations under the Indenture and the Notes or a Guarantee might be deemed for U.S. federal income tax purposes to be an exchange of the Notes for new Notes by the holders thereof, resulting in recognition of gain or loss for such purpose and possibly other adverse tax consequences to holders of the Notes. Holders of the Notes should consult their own tax advisors regarding the tax consequences of such an assumption.

Events of Default

An Event of Default will occur under the Indenture if:

(1): there shall be a default in the payment of any interest on any Note when it becomes due and payable, and such default shall continue for a period of 30 days;

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(2): there shall be a default in the payment of the principal of (or premium, if any, on) any Note at its Maturity (upon acceleration, optional or mandatory redemption, if any, required repurchase or otherwise);
(3): (a) there shall be a default in the performance, or breach, of any covenant or agreement of the Company or any Guarantor under the Indenture or any Guarantee (other than a default in the performance, or breach, of a covenant or agreement which is specifically dealt with in clause (1), (2) or in clause (b), (c) or (d) of this clause (3)) and such default or breach shall continue for a period of 30 days after written notice has been given, by certified mail, (1) to the Company by the Trustee or (2) to the Company and the Trustee by the holders of at least 25% in aggregate principal amount of the outstanding Notes; (b) there shall be a default in the performance or breach of the provisions described in "—Consolidation, Merger, Sale of Assets;" (c) the Company shall have failed to make or consummate an Offer in accordance with the provisions of "—Certain Covenants—Limitation on Sale of Assets;" or (d) the Company shall have failed to make or consummate a Change of Control Offer in accordance with the provisions of "—Purchase of Notes Upon a Change of Control;"
(4): (a) any default in the payment of the principal at Stated Maturity on any Indebtedness shall have occurred under any of the agreements, indentures or instruments under which the Company, any Guarantor or any Restricted Subsidiary then has outstanding Indebtedness in excess of $20.0 million when the same shall become due and payable in full and such default shall have continued after giving effect to any applicable grace period and shall not have been cured or waived and, if not already matured at its final maturity in accordance with its terms, the holder of such Indebtedness shall have the right to accelerate such Indebtedness or (b) an event of default as defined in any of the agreements, indentures or instruments described in clause (a) of this clause (4) shall have occurred and the Indebtedness thereunder, if not already matured at its final maturity in accordance with its terms, shall have been accelerated;
(5): any Guarantee shall for any reason cease to be, or shall for any reason be asserted in writing by any Guarantor or the Company not to be, in full force and effect and enforceable in accordance with its terms, except to the extent contemplated by the Indenture and any such Guarantee;
(6): one or more judgments, orders or decrees of any court or regulatory or administrative agency for the payment of money in excess of $20.0 million, either individually or in the aggregate, shall be rendered against the Company, any Guarantor or any Subsidiary or any of their respective properties and shall not be discharged or covered by insurance or indemnity from a financially sound third party and either (a) any creditor shall have commenced an enforcement proceeding upon such judgment, order or decree or (b) there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal or otherwise, shall not be in effect;
(7): there shall have been the entry by a court of competent jurisdiction of (a) a decree or order for relief in respect of the Company or any of its Significant Subsidiaries in an involuntary case or proceeding under any applicable Bankruptcy Law or (b) a decree or order adjudging the Company or any of its Significant Subsidiaries bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or any of its Significant Subsidiaries under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or any of its Significant Subsidiaries or of any substantial part of their respective properties, or ordering the winding up or liquidation of their affairs, and any such decree or order for relief shall continue to be in effect, or any such other decree or order shall be unstayed and in effect, for a period of 60 consecutive days; or

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(8)

(a) the Company or any Significant Subsidiary commences a voluntary case or proceeding under any applicable Bankruptcy Law or any other case or proceeding to be adjudicated bankrupt or insolvent,

(b): the Company or any Significant Subsidiary consents to the entry of a decree or order for relief in respect of the Company or such Significant Subsidiary in an involuntary case or proceeding under any applicable Bankruptcy Law or to the commencement of any bankruptcy or insolvency case or proceeding against it,
(c): the Company or any Significant Subsidiary files a petition or answer or consent seeking reorganization or relief under any applicable federal or state law,
(d): the Company or any Significant Subsidiary (1) consents to the filing of such petition or the appointment of, or taking possession by, a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or of any substantial part of their respective properties or (2) makes an assignment for the benefit of creditors, or
(e): the Company or any Significant Subsidiary takes any corporate action in furtherance of any such actions in this paragraph (8).

If an Event of Default (other than as specified in clauses (7) and (8) of the prior paragraph with respect to the Company or any Guarantor that is a Significant Subsidiary) shall occur and be continuing with respect to the Indenture, the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes then outstanding may, and the Trustee at the request of such holders shall, declare all unpaid principal of, premium, if any, and accrued interest on all Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the holders of the Notes) and upon any such declaration, such principal, premium, if any, and interest shall become due and payable immediately;provided, however, that so long as any Indebtedness under the Credit Facility shall be outstanding, no such acceleration shall be effective until the earlier of (x) acceleration of any such Indebtedness under the Credit Facility and (y) five business days after the giving of the acceleration notice to the Company and the Agent Bank of such acceleration. In the event of a declaration of acceleration of the Notes because an Event of Default described in clause (4) under "—Events of Default" has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default triggering such Event of Default pursuant to clause (4) shall be remedied or cured by the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto (and any acceleration of such Indebtedness was rescinded) and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. If an Event of Default specified in clause (7) or (8) of the prior paragraph occurs with respect to the Company or any Guarantor that is a Significant Subsidiary and is continuing, then all the Notes shallipso factobecome and be due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any holder. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the holders of Notes by appropriate judicial proceedings.

After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if

(a): the Company has paid or deposited with the Trustee a sum sufficient to pay (1) all sums paid or advanced by the Trustee under the Indenture and the reasonable compensation, expenses,

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disbursements and advances of the Trustee, its agents and counsel, (2) all overdue interest on all Notes then outstanding, (3) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes and (4) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes;

(b): the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and
(c): all Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in the Indenture.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

The holders of not less than a majority in aggregate principal amount of the Notes outstanding may on behalf of the holders of all outstanding Notes waive any past default under the Indenture and its consequences, except a default (1) in the payment of the principal of, premium, if any, or interest on any Note (which may only be waived with the consent of each holder of Notes effected) or (2) in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the holder of each Note affected by such modification or amendment.

No holder of any of the Notes has any right to institute any proceedings with respect to the Indenture or any remedy thereunder, unless the holders of at least 25% in aggregate principal amount of the outstanding Notes have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as Trustee under the Notes and the Indenture, the Trustee has failed to institute such proceeding within 15 days after receipt of such notice and the Trustee, within such 15-day period, has not received directions inconsistent with such written request by holders of a majority in aggregate principal amount of the outstanding Notes. Such limitations do not, however, apply to a suit instituted by a holder of a Note for the enforcement of the payment of the principal of, premium, if any, or interest on such Note on or after the respective due dates expressed in such Note.

The Company is required to notify the Trustee within five business days of becoming aware of the occurrence of any Default. The Company is required to deliver to the Trustee, on or before a date not more than 60 days after the end of each fiscal quarter and not more than 120 days after the end of each fiscal year, a written statement as to compliance with the Indenture, including whether or not any Default has occurred. The Trustee is under no obligation to exercise any of the rights or powers vested in it by the Indenture at the request or direction of any of the holders of the Notes unless such holders offer to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred thereby.

The Trust Indenture Act contains limitations on the rights of the Trustee, should it become a creditor of the Company or any Guarantor, if any, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claims, as security or otherwise. The Trustee is permitted to engage in other transactions, but if it acquires any conflicting interest it must eliminate such conflict upon the occurrence of an Event of Default or else resign.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, member or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

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Defeasance or Covenant Defeasance of Indenture

The Company may, at its option and at any time, elect to have the obligations of the Company, any Guarantor and any other obligor upon the Notes discharged with respect to the outstanding Notes ("defeasance"). Such defeasance means that the Company, any such Guarantor and any other obligor under the Indenture shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, except for

(1): the rights of holders of such outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due,
(2): the Company's obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes, and the maintenance of an office or agency for payment and money for security payments held in trust,
(3): the rights, powers, trusts, duties and immunities of the Trustee, and
(4): the defeasance provisions of the Indenture.

In addition, the Company may, at its option and at any time, elect to have the obligations of the Company and any Guarantor released with respect to certain covenants that are described in the Indenture ("covenant defeasance") and thereafter any omission to comply with such obligations shall not constitute a Default or an Event of Default with respect to the Notes. In the event covenant defeasance occurs, certain events (not including non-payment, bankruptcy and insolvency events) described under "Events of Default" will no longer constitute an Event of Default with respect to the Notes.

In order to exercise either defeasance or covenant defeasance,

(a): the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the Notes cash in United States dollars, U.S. Government Obligations (as defined in the Indenture), or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm, to pay and discharge the principal of, premium, if any, and interest on the outstanding Notes on the Stated Maturity (or on any date after March 1, 2007 (such date being referred to as the "Defeasance Redemption Date"), if at or prior to electing either defeasance or covenant defeasance, the Company has delivered to the Trustee an irrevocable notice to redeem all of the outstanding Notes on the Defeasance Redemption Date);
(b): in the case of defeasance, the Company shall have delivered to the Trustee an opinion of independent counsel in the United States stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of independent counsel in the United States shall confirm that, the holders and beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred;
(c): in the case of covenant defeasance, the Company shall have delivered to the Trustee an opinion of independent counsel in the United States to the effect that the holders and beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred;

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(d): no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as clauses (8) or (9) under the first paragraph under "—Events of Default" are concerned, at any time during the period ending on the 91st day after the date of deposit;
(e): such defeasance or covenant defeasance shall not cause the Trustee for the Notes to have a conflicting interest as defined in the Indenture and for purposes of the Trust Indenture Act with respect to any securities of the Company or any Guarantor;
(f): such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, the Indenture or any other material agreement or instrument to which the Company, any Guarantor or any Restricted Subsidiary is a party or by which it is bound;
(g): such defeasance or covenant defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder;
(h): the Company will have delivered to the Trustee an opinion of independent counsel in the United States to the effect that (assuming no holder of the Notes would be considered an insider of the Company or any Guarantor under any applicable bankruptcy or insolvency law and assuming no intervening bankruptcy or insolvency of the Company or any Guarantor between the date of deposit and the 91st day following the deposit) after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally;
(i): the Company shall have delivered to the Trustee an officers' certificate stating that the deposit was not made by the Company with the intent of preferring the holders of the Notes or any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company, any Guarantor or others;
(j): no event or condition shall exist that would prevent the Company from making payments of the principal of, premium, if any, and interest on the Notes on the date of such deposit or at any time ending on the 91st day after the date of such deposit; and
(k): the Company will have delivered to the Trustee an officers' certificate and an opinion of independent counsel, each stating that all conditions precedent provided for relating to either the defeasance or the covenant defeasance, as the case may be, have been complied with.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in the Indenture) as to all outstanding Notes under the Indenture when

(a)

either

(1): all such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid or Notes whose payment has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust as provided for in the Indenture) have been delivered to the Trustee for cancellation or
(2): all Notes not theretofore delivered to the Trustee for cancellation (a) have become due and payable, (b) will become due and payable at their Stated Maturity within one year, or

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(c) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company;

(b): the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount in United States dollars sufficient to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, including principal of, premium, if any, and accrued interest at such Maturity, Stated Maturity or redemption date;
(c): no Default or Event of Default shall have occurred and be continuing on the date of such deposit;
(d): the Company or any Guarantor has paid or caused to be paid all other sums payable under the Indenture by the Company and any Guarantor; and
(e): the Company has delivered to the Trustee an officers' certificate and an opinion of independent counsel each stating that (1) all conditions precedent under the Indenture relating to the satisfaction and discharge of such Indenture have been complied with and (2) such satisfaction and discharge will not result in a breach or violation of, or constitute a default under, the Indenture or any other material agreement or instrument to which the Company, any Guarantor or any Subsidiary is a party or by which the Company, any Guarantor or any Subsidiary is bound.

Modifications and Amendments

Modifications and amendments of the Indenture may be made by the Company, each Guarantor, if any, and the Trustee with the consent of the holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for Notes);provided,however, that no such modification or amendment may, without the consent of the holder of each outstanding Note affected thereby:

(1): change the Stated Maturity of the principal of, or any installment of interest on, or change to an earlier date any redemption date of, or waive a default in the payment of the principal of, premium, if any, or interest on, any such Note or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any such Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date);
(2): amend, change or modify the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with "—Purchase of Notes Upon a Change of Control," including, in each case, amending, changing or modifying any definitions related thereto;
(3): reduce the percentage in principal amount of such outstanding Notes, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver or compliance with certain provisions of the Indenture;
(4): modify any of the provisions relating to supplemental indentures requiring the consent of holders or relating to the waiver of past defaults or relating to the waiver of certain covenants, except to increase the percentage of such outstanding Notes required for such actions or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the holder of each such Note affected thereby;

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(5): except as otherwise permitted under "—Consolidation, Merger, Sale of Assets," consent to the assignment or transfer by the Company or any Guarantor of any of its rights and obligations under the Indenture;
(6): amend or modify any of the provisions of the Indenture in any manner which makes any change to the subordination provisions of the Notes or makes any change to the subordination provisions of any Guarantee in each case in any material respect; or
(7): release any Guarantor from any of its obligations under its Guarantee or the Indenture otherwise than in accordance with the terms of the Indenture.

Notwithstanding the foregoing, without the consent of any holders of the Notes, the Company, any Guarantor, any other obligor under the Notes and the Trustee may modify or amend the Indenture:

(1): to evidence the succession of another Person to the Company or a Guarantor, and the assumption by any such successor of the covenants of the Company or such Guarantor in the Indenture and in the Notes and in any Guarantee in accordance with "—Consolidation, Merger, Sale of Assets;"
(2): to add to the covenants of the Company, any Guarantor or any other obligor upon the Notes for the benefit of the holders of the Notes or to surrender any right or power conferred upon the Company or any Guarantor or any other obligor upon the Notes, as applicable, in the Indenture, in the Notes or in any Guarantee;
(3): (a) to cure any ambiguity, or to correct or supplement any provision in the Indenture, the Notes or any Guarantee which may be defective or inconsistent with any other provision in the Indenture, the Notes or any Guarantee or (b) make any other provisions with respect to matters or questions arising under the Indenture, the Notes or any Guarantee;provided that, in the case of clause (b), such provisions shall not adversely affect the interest of the holders of the Notes in any material respect;
(4): to comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;
(5): to add a Guarantor under the Indenture;
(6): to evidence and provide the acceptance of the appointment of a successor Trustee under the Indenture;
(7): to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the holders of the Notes as additional security for the payment and performance of the Company's and any Guarantor's obligations under the Indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to the Indenture or otherwise; or
(8): to provide for the issuance of Additional Notes under the Indenture.

The holders of a majority in aggregate principal amount of the Notes outstanding may waive compliance with certain restrictive covenants and provisions of the Indenture.

However, no amendment may be made to the subordination provisions of the Indenture that adversely affects the rights of any holder of Senior Indebtedness then outstanding unless holders of such Senior Indebtedness (or any group or representative thereof authorized to give such consent) give their consent.

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Further Issues

The Company may from time to time, without notice to or the consent of the registered holders of the Notes, create and issue further notes (the "Additional Notes") ranking equally with the Notes in all respects (or in all respects other than the payment of interest accruing prior to the issue date of such further notes or except for the first payment of interest following the issue date of such further notes), subject to compliance with the covenant described under "—Certain Covenants—Limitation on Indebtedness" and the restrictions contained in the Credit Agreement and other agreements of the Company. Such further notes may be consolidated and form a single series with the Notes and have the same terms as to status, redemption or otherwise as to the Notes.

Governing Law

The Indenture, the Notes and any Guarantee will be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflicts of law principles thereof.

Concerning the Trustee

The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue as Trustee with such conflict or resign as Trustee.

The holders of a majority in principal amount of the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default occurs (which has not been cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any holder of Notes unless such holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Certain Definitions

"Acquired Indebtedness" means Indebtedness of a Person (1) existing at the time such Person becomes a Restricted Subsidiary or (2) assumed in connection with the acquisition of assets from such Person, in each case, other than Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or such acquisition, as the case may be. Acquired Indebtedness shall be deemed to be incurred on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Restricted Subsidiary, as the case may be.

"Acquisition"means the consummation of the merger by and among AMF Bowling Worldwide, Inc. and a wholly owned subsidiary of Holdings.

"Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control," as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise;provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" have correlative meanings.

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"Agent Bank" means Merrill Lynch, Pierce, Fenner & Smith Incorporated or any other agent bank under the Credit Agreement.

"Asset Sale" means any sale, issuance, conveyance, transfer, lease or other disposition (including, without limitation, by way of merger, consolidation or sale and leaseback transaction) (collectively, a "transfer"), directly or indirectly, in one or a series of related transactions, of:

(1): any Capital Stock of any Subsidiary;
(2): all or substantially all of the properties and assets of any division or line of business of the Company or any Restricted Subsidiary; or
(3): any other properties, assets or rights of the Company or any Restricted Subsidiary other than in the ordinary course of business.

For the purposes of this definition, the term "Asset Sale" shall not include any transfer of properties or assets

(A): that is governed by the provisions described under "—Consolidation, Merger, Sale of Assets" or a transaction that is a Change of Control and the Company makes a Change of Control Offer and complies with its terms,
(B): that is by the Company to any Restricted Subsidiary, Guarantor, or by any Restricted Subsidiary to the Company or any Restricted Subsidiary or Guarantor in accordance with the terms of the Indenture,
(C): that would be within the definition of a "Restricted Payment" under the "—Limitation on Restricted Payments" covenant and would be permitted to be made as a Restricted Payment (and is deemed a Restricted Payment) under such covenant,
(D): that is of obsolete equipment or excess property in the ordinary course of business,
(E): that consist of cash or Cash Equivalents, inventory, receivables and other current assets in the ordinary course of business,
(F): the licensing of any intellectual property, or
(G): the Fair Market Value of which in the aggregate does not exceed $2.5 million in any transaction or series of related transactions.

"Asset Swap" means the exchange by the Company or a Restricted Subsidiary of a portion of its property, business or assets, in the ordinary course of business, for property, businesses or assets which, or Capital Stock of a Person all or substantially all of whose assets, are of a type used in the business of the Company on the date of the Indenture or the date of the Acquisition, if later, or in a Permitted Business, or a combination of any property, business or assets or Capital Stock of such a Person and cash or Cash Equivalents.

"Attributable Indebtedness" in respect of a sale and leaseback transaction means, at the time of determination, the present value (discounted at the rate of interest implicit in such transaction) of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction (including any period for which such lease has been extended or may, at the option of the lessor, be extended).

"Average Life to Stated Maturity" means, as of the date of determination with respect to any Indebtedness, the quotient obtained by dividing (1) the sum of the products of (a) the number of years from the date of determination to the date or dates of each successive scheduled principal payment of such Indebtedness multiplied by (b) the amount of each such principal payment by (2) the sum of all such principal payments.

"Bankruptcy Law" means Title 11, United States Bankruptcy Code of 1978, as amended, or any similar United States federal or state law or foreign law relating to bankruptcy, insolvency, receivership, winding up, liquidation, reorganization or relief of debtors or any amendment to, succession to or change in any such law.

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"Capital Lease Obligation" of any Person means any obligation of such Person and its Restricted Subsidiaries on a Consolidated basis under any capital lease of (or other agreement conveying the right to use) real or personal property which, in accordance with GAAP, is required to be recorded as a capitalized lease obligation.

"Capital Stock" of any Person means any and all shares, interests, participations, rights in or other equivalents (however designated) of such Person's capital stock, other equity interests whether now outstanding or issued after the date of the Indenture, partnership interests (whether general or limited), limited liability company interests, any other interest or participation that confers on a Person that right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, including any Preferred Stock, and any rights (other than debt securities convertible into Capital Stock), warrants or options exchangeable for or convertible into such Capital Stock.

"Cash Equivalents" means

(1): any evidence of Indebtedness issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof,
(2): deposits, certificates of deposit or acceptances of any financial institution that is a member of the Federal Reserve System and whose senior unsecured debt is rated at least "A-1" by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P"), or at least "P-1" by Moody's Investors Service, Inc. ("Moody's"),
(3): commercial paper with a maturity of 365 days or less issued by a corporation (other than an Affiliate or Subsidiary of the Company or Holdings or any Parent Entity) organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and rated at least "A-1" by S&P and at least "P-1" by Moody's,
(4): repurchase agreements and reverse repurchase agreements relating to marketable direct obligations issued or unconditionally guaranteed by the United States or issued by any agency thereof and backed by the full faith and credit of the United States maturing within 365 days from the date of acquisition, and
(5): money market funds which invest substantially all of their assets in securities described in the preceding clauses (1) through (4).

"Change of Control" means the occurrence of any of the following events:

(1): any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than Permitted Holders, is or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have beneficial ownership of all shares that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total outstanding Voting Stock of the Company or Holdings or any Parent Entity;
(2): during any period of two consecutive years, individuals who at the beginning of such period constituted the board of directors or managers of the Company or Holdings or any Parent Entity (together with any new directors or managers whose election to such board or whose nomination for election by the stockholders of the Company or the members of Holdings or any Parent Entity was approved by a vote of a majority of the directors or managers then still in office who were either directors or managers at the beginning of such period or whose election or nomination for election was previously so approved), cease for any reason to constitute a majority of the board of directors or managers of the Company or Holdings or any Parent Entity, as the case may be, then in office;
(3): the Company or Holdings or any Parent Entity consolidates with or merges with or into any Person or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to any Person, or any Person consolidates with or merges into or with the

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Company or Holdings or any Parent Entity, in any such event pursuant to a transaction in which the outstanding Voting Stock of the Company or Holdings or any Parent Entity is converted into or exchanged for cash, securities or other property, other than any such transaction where

(A): the outstanding Voting Stock of the Company or Holdings or any Parent Entity is changed into or exchanged for (1) Voting Stock of the surviving corporation which is not Redeemable Capital Stock or (2) cash, securities and other property (other than Capital Stock of the surviving corporation) in an amount which could be paid by the Company or Holdings or any Parent Entity as a Restricted Payment as described under"—Certain Covenants—Limitation on Restricted Payments" (and such amount is treated as a Restricted Payment subject to the provisions in the Indenture described under"—Certain Covenants—Limitation on Restricted Payments") and
(B): immediately after such transaction, no "person" or "group," is the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total outstanding Voting Stock of the surviving corporation; or

(4): the Company or Holdings or any Parent Entity is liquidated or dissolved or adopts a plan of liquidation or dissolution other than in a transaction which complies with the provisions described under "—Consolidation, Merger, Sale of Assets."

For purposes of this definition, any transfer of an equity interest of an entity that was formed for the purpose of acquiring Voting Stock of the Company or Holdings or any Parent Entity will be deemed to be a transfer of such portion of such Voting Stock as corresponds to the portion of the equity of such entity that has been so transferred. Notwithstanding the foregoing, the occurrence of a reorganization event that results in the Capital Stock of the Company or Holdings being held by a Parent Entity shall not result in a Change of Control so long as such reorganization would not otherwise fall within the definition of Change of Control.

"CHS" means Code Hennessy & Simmons LLC, a Delaware limited liability company, and its Affiliates, and their respective successors, heirs and assigns.

"Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or if at any time after the execution of the Indenture such Commission is not existing and performing the duties now assigned to it under the Securities Act, Exchange Act and Trust Indenture Act then the body performing such duties at such time.

"Commodity Price Protection Agreement" means any forward contract, commodity swap, commodity option or other similar financial agreement or arrangement relating to, or the value which is dependent upon, fluctuations in commodity prices.

"Company" means AMF Bowling Worldwide, Inc., a corporation incorporated under the laws of Delaware.

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"Consolidated Fixed Charge Coverage Ratio" of any Person means, for any period, the ratio of

(a): the sum of Consolidated Net Income (Loss), and in each case to the extent deducted in computing Consolidated Net Income (Loss) for such period, Consolidated Interest Expense, Consolidated Income Tax Expense and Consolidated Non-cash Charges for such period, of such Person and its Restricted Subsidiaries on a Consolidated basis, less all non-cash items increasing Consolidated Net Income for such period and less all cash payments during such period relating to non-cash charges that were added back to Consolidated Net Income in determining the Consolidated Fixed Charge Coverage Ratio in any prior period to
(b): the sum of Consolidated Interest Expense for such period and cash and non-cash dividends paid on any Redeemable Capital Stock or Preferred Stock of such Person and its Restricted Subsidiaries during such period,

in each case after givingpro forma effect (as calculated in accordance with Article 11 of Regulation S-X under the Securities Act or any successor provision) to

(1): the incurrence of the Indebtedness giving rise to the need to make such calculation and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, on the first day of such period;
(2): the incurrence, repayment or retirement of any other Indebtedness by the Company and its Restricted Subsidiaries since the first day of such period as if such Indebtedness was incurred, repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period, unless being repaid with the proceeds of such issuance);
(3): in the case of Acquired Indebtedness or any acquisition occurring at the time of the incurrence of such Indebtedness, the related acquisition, assuming such acquisition had been consummated on the first day of such period; and
(4): any acquisition or disposition by the Company and its Restricted Subsidiaries of any company or any business or any assets out of the ordinary course of business, whether by merger, stock purchase or sale or asset purchase or sale, or any related repayment of Indebtedness, in each case since the first day of such period, assuming such acquisition or disposition had been consummated on the first day of such period.

"Consolidated Income Tax Expense" of any Person means, for any period, the provision for federal, state, local and foreign income taxes of such Person and its Consolidated Restricted Subsidiaries for such period as determined in accordance with GAAP.

"Consolidated Interest Expense" of any Person means, without duplication, for any period, the sum of

(a)

the interest expense of such Person and its Restricted Subsidiaries for such period, on a Consolidated basis, including, without limitation,

(1): amortization of debt discount,
(2): the net cash costs associated with Interest Rate Agreements (including amortization of discounts),
(3): the interest portion of any deferred payment obligation,
(4): all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers acceptance financing and

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(5): accrued interest, plus

(b)

(1) the interest component of the Capital Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period and

(2): all capitalized interest of such Person and its Restricted Subsidiaries amortized or accrued in the relevant period, plus

(c)

the interest expense under any Guaranteed Debt of such Person and any Restricted Subsidiary to the extent not included under clause (a)(4) above, whether or not paid by such Person or its Restricted Subsidiaries, plus

(d)

dividend requirements of the Company with respect to Redeemable Capital Stock and of any Restricted Subsidiary with respect to Preferred Stock (except, in either case, dividends payable solely in shares of Qualified Capital Stock of the Company or such Restricted Subsidiary, as the case may be), minus

(e)

amortization of deferred financing costs incurred in connection with the Acquisition;

provided that

(1): in making such computation, the Consolidated Interest Expense attributable to interest on any Indebtedness computed on apro forma basis and (A) bearing a floating interest rate shall be computed as if the rate in effect on the date of computation had been the applicable rate for the entire period and (B) which was not outstanding during the period for which the computation is being made but which bears, at the option of such Person, a fixed or floating rate of interest, shall be computed by applying at the option of such Person either the fixed or floating rate, and
(2): in making such computation, the Consolidated Interest Expense of such Person attributable to interest on any Indebtedness under a revolving credit facility computed on apro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period.

"Consolidated Net Income (Loss)" of any Person means, for any period, the Consolidated net income (or loss) of such Person and its Restricted Subsidiaries for such period on a Consolidated basis as determined in accordance with GAAP, adjusted, to the extent included in calculating such net income (or loss), by excluding, without duplication,

(1): all extraordinary or non-cash non-recurring gains or losses net of taxes (less all fees and expenses relating thereto),
(2): the portion of net income (or loss) of such Person and its Restricted Subsidiaries on a Consolidated basis allocable to minority interests in unconsolidated Persons or Unrestricted Subsidiaries to the extent that cash dividends or distributions have not actually been received by such Person or one of its Consolidated Restricted Subsidiaries,
(3): any non-cash impact attributable to the application of the purchase method of accounting in accordance with GAAP,
(4): any gain or loss, net of taxes, realized upon the termination of any employee pension benefit plan,
(5): gains or losses, net of taxes (less all fees and expenses relating thereto), in respect of dispositions of assets other than in the ordinary course of business (including, without limitation, dispositions pursuant to sale and leaseback transactions and including from the sale of the International Operations),

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(6): the net income of any Restricted Subsidiary to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is not at the time permitted, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders,provided that upon the release of any such prohibition, such net income shall be included with retroactive effect,
(7): any net gain arising from the acquisition of any securities or extinguishment, under GAAP, of any Indebtedness of such Person,
(8): all deferred financing costs written off, and premiums paid, in connection with any early extinguishment of Indebtedness,
(9): the cumulative effect of a change in accounting principles, or
(10): with respect to calculations made for purposes of "—Limitation on Indebtedness," currency gains and losses, or
(11): with respect to calculations made for purposes of "—Limitation on Indebtedness," losses related to discontinued operations as determined in accordance with GAAP.

"Consolidated Non-cash Charges" of any Person means, for any period, the aggregate depreciation, amortization and other non-cash charges of such Person and its Subsidiaries on a Consolidated basis for such period (excluding any non-cash charge which requires an accrual or reserve for cash charges for any future period).

"Consolidated Tangible Assets" of any Person means, at any time, for such Person and its Restricted Subsidiaries on a consolidated basis, an amount equal to (a) the consolidated assets of the Person and its Restricted Subsidiaries minus (b) consolidated intangible assets of the Person and its Restricted Subsidiaries at that time.

"Consolidation" means, with respect to any Person, the consolidation of the accounts of such Person and each of its subsidiaries if and to the extent the accounts of such Person and each of its subsidiaries would normally be consolidated with those of such Person, all in accordance with GAAP. The term "Consolidated" shall have a similar meaning.

"Credit Agreement" means the Credit Agreement dated February 27, 2004, among the Company, as borrower thereto, the Company's subsidiaries which are guarantors thereof, Credit Suisse First Boston, Cayman Islands Branch, as administrative agent, Merrill Lynch Capital Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as syndication agent and documentation agent, certain lenders party thereto, and certain agents party thereto, as such agreement, in whole or in part, in one or more instances, may be amended, renewed, extended, substituted, refinanced, restructured, replaced, supplemented or otherwise modified from time to time (including, without limitation, any successive renewals, extensions, substitutions, refinancings, restructurings, replacements, supplementations or other modifications of the foregoing), including without limitation any amendment increasing the amount of Indebtedness incurred or available to be borrowed thereunder, extending the maturity of any Indebtedness incurred thereunder or contemplated thereby or deleting, adding or substituting one or more parties thereto (whether or not such added or substituted parties are banks or other institutional lenders).

"Credit Facility" means one or more debt facilities (including, without limitation, the Credit Agreement), commercial paper facilities or other debt instruments, indentures or agreements, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit or other debt obligations, in each case, as amended, restated, modified, renewed, refunded, restructured, supplemented, replaced or refinanced in whole or in part from time to

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time, including without limitation any amendment increasing the amount of Indebtedness incurred or available to be borrowed thereunder, extending the maturity of any Indebtedness incurred thereunder or contemplated thereby or deleting, adding or substituting one or more parties thereto (whether or not such added or substituted parties are banks or other institutional lenders).

"Currency Hedging Agreements" means one or more of the following agreements which shall be entered into by one or more financial institutions: foreign exchange contracts, currency swap agreements or other similar agreements or arrangements designed to protect against the fluctuations in currency values.

"Default" means any event which is, or after notice or passage of time or both would be, an Event of Default.

"Designated Non-cash Consideration" means the fair market value of non-cash consideration received by the Company or any of its Restricted Subsidiaries in connection with an Asset Sale that is so designated pursuant to an officer's certificate, setting forth the basis of the valuation. The aggregate fair market value of the Designated Non-cash Consideration held by the Company or any Restricted Subsidiary at any given time, taken together with the fair market value at the time of receipt of all other Designated Non-cash Consideration received and still held by the Company or any Restricted Subsidiary at such time, may not exceed $10.0 million in aggregate, at the time of the receipt of the Designated Non-cash Consideration (with the fair market value being measured at the time received and without giving effect to subsequent changes in value).

"Designated Senior Indebtedness" means (i) all Senior Indebtedness under the Credit Agreement permitted to be incurred pursuant to paragraph (b)(1) of "—Limitation on Indebtedness" and (ii) any other Senior Indebtedness which at the time of determination has an aggregate principal amount outstanding of at least $20.0 million and which is specifically designated in the instrument evidencing such Senior Indebtedness or the agreement under which such Senior Indebtedness arises as "Designated Senior Indebtedness" by the Company.

"Disinterested Director" means, with respect to any transaction or series of related transactions, a member of the board of directors or managers of the Company or Holdings or any Parent Entity who does not have any material direct or indirect financial interest in or with respect to such transaction or series of related transactions,provided that no director shall be deemed to have a financial interest in such transaction solely as a result of stock ownership.

"Equity Agreements" means the stockholders agreement and other equity arrangements entered into in connection with the Acquisition.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated by the Commission thereunder.

"Fair Market Value" means, with respect to any asset or property, the sale value that would be obtained in an arm's-length free market transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy. Fair Market Value shall be determined by the board of directors of the Company acting in good faith and shall be evidenced by a resolution of the board of directors.

"Foreign Subsidiary" means any Restricted Subsidiary of the Company that (x) is not organized under the laws of the United States of America or any State thereof or the District of Columbia, or (y) was organized under the laws of the United States of America or any State thereof or the District of Columbia that has no material assets other than Capital Stock of one or more foreign entities of the type described in clause (x) above and is not a guarantor of Indebtedness under the Credit Agreement.

"Generally Accepted Accounting Principles" or "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the

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American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect (i) with respect to periodic reporting requirements, from time to time, and (ii) otherwise on the date of the Indenture.

"Guarantee" means the guarantee by any Guarantor of the Company's Indenture Obligations.

"Guaranteed Debt" of any Person means, without duplication, all Indebtedness of any other Person referred to in the definition of Indebtedness below guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement

(1): to pay or purchase such Indebtedness or to advance or supply funds for the payment or purchase of such Indebtedness,
(2): to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss,
(3): to supply funds to, or in any other manner invest in, the debtor (including any agreement to pay for property or services without requiring that such property be received or such services be rendered),
(4): to maintain working capital or equity capital of the debtor, or otherwise to maintain the net worth, solvency or other financial condition of the debtor or to cause such debtor to achieve certain levels of financial performance or
(5): otherwise to assure a creditor against loss;

provided that the term "guarantee" shall not include endorsements for collection or deposit, in either case in the ordinary course of business.

"Guarantor" means any Subsidiary which is a guarantor of the Notes, including any Person that is required after the date of the Indenture to execute a guarantee of the Notes pursuant to the "—Certain Covenants—Limitation on Liens" covenant or the "—Certain Covenants—Limitation on Issuance of Guarantees of Indebtedness" covenant until a successor replaces such party pursuant to the applicable provisions of the Indenture and, thereafter, shall mean such successor.

"Holdings" means Kingpin Holdings, LLC, a limited liability company formed under the laws of Delaware.

"Indebtedness" means, with respect to any Person, without duplication,

(1): all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services, excluding any trade payables and other accrued current liabilities arising in the ordinary course of business, but including, without limitation, all obligations, contingent or otherwise, of such Person in connection with any letters of credit issued under letter of credit facilities, acceptance facilities or other similar facilities,
(2): all obligations of such Person evidenced by bonds, notes, debentures or other similar instruments,
(3): all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even if the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), but excluding trade payables arising in the ordinary course of business,

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(4): all obligations under Interest Rate Agreements, Currency Hedging Agreements or Commodity Price Protection Agreements of such Person (the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such obligation that would be payable by such Person if terminated at such time),
(5): all Capital Lease Obligations of such Person,
(6): all Indebtedness referred to in clauses (1) through (5) above of other Persons and all dividends of other Persons, the payment of which is secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien, upon or with respect to property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness,
(7): all Guaranteed Debt of such Person,
(8): all Redeemable Capital Stock issued by such Person valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid dividends,
(9): Preferred Stock of any Restricted Subsidiary of the Company, and
(10): any amendment, supplement, modification, deferral, renewal, extension, refunding or refinancing of any liability of the types referred to in clauses (1) through (9) above,

provided,however, that Indebtedness shall not include any obligations incurred by the Company and its Restricted Subsidiaries of obligations under repurchase arrangements in connection with the financing by lenders and leasing companies of bowling equipment sales.

For purposes hereof, the "maximum fixed repurchase price" of any Redeemable Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Stock as if such Redeemable Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the Fair Market Value of such Redeemable Capital Stock, such Fair Market Value to be determined in good faith by the board of directors of the issuer of such Redeemable Capital Stock.

"Indenture Obligations" means the obligations of the Company and any other obligor under the Indenture or under the Notes, including any Guarantor, to pay principal of, premium, if any, and interest when due and payable, and all other amounts due or to become due under or in connection with the Indenture, the Notes and the performance of all other obligations to the Trustee and the holders under the Indenture and the Notes, according to the respective terms thereof.

"Interest Rate Agreements" means one or more of the following agreements which shall be entered into by one or more financial institutions: interest rate protection agreements (including, without limitation, interest rate swaps, caps, floors, collars and similar agreements) and/or other types of interest rate hedging agreements from time to time.

"International Operations" means the assets or Capital Stock relating to the Company's operations outside the U.S.

"Investment" means, with respect to any Person, directly or indirectly, any advance, loan (including guarantees), or other extension of credit or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase, acquisition or ownership by such Person of any Capital Stock, bonds, notes, debentures or other securities issued or owned by any other Person and all other items that would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Capital Stock of any direct or indirect

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Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company (other than the sale of all of the outstanding Capital Stock of such Subsidiary), the Company will be deemed to have made an Investment on the date of such sale or disposition equal to the Fair Market Value of the Company's Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in "—Certain Covenants—Limitation on Restricted Payments."

"Issue Date" means the original issue date of the Notes under the Indenture.

"Lien" means any mortgage or deed of trust, charge, pledge, lien (statutory or otherwise), privilege, security interest, assignment, deposit, arrangement, easement, hypothecation, claim, preference, priority or other encumbrance upon or with respect to any property of any kind (including any conditional sale, capital lease or other title retention agreement, any leases in the nature thereof, and any agreement to give any security interest), real or personal, movable or immovable, now owned or hereafter acquired. A Person will be deemed to own subject to a Lien any property which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease Obligation or other title retention agreement.

"Management Agreement" means the management agreement entered into with CHS or its Affiliates;provided the Company agrees that any fee paid pursuant to the Management Agreement in any fiscal year in excess of $2.5 million will be treated as a Restricted Payment under the Indenture;provided,further, that the Company agrees not to pay any fee pursuant to the Management Agreement so long as any Default or Event of Default is continuing or would arise therefrom.

"Maturity" means, when used with respect to the Notes, the date on which the principal of the Notes becomes due and payable as therein provided or as provided in the Indenture, whether at Stated Maturity, the Offer Date or the redemption date and whether by declaration of acceleration, Offer in respect of Excess Proceeds, Change of Control Offer in respect of a Change of Control, call for redemption or otherwise.

"Merger" means the merger by and among the Company, Holdings and AMF Bowling Worldwide, Inc. pursuant to the Merger Agreement.

"Merger Agreement" means the merger agreement dated as of November 26, 2003 among the Company, Holdings and AMF Bowling Worldwide, Inc.

"Moody's" means Moody's Investors Service, Inc.

"Net Cash Proceeds" means

(a)

with respect to any Asset Sale by any Person, the proceeds thereof (without duplication in respect of all Asset Sales) in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of, or stock or other assets when disposed of for, cash or Cash Equivalents (except to the extent that such obligations are financed or sold with recourse to the Company or any Restricted Subsidiary) net of

(1): brokerage commissions and other reasonable fees and expenses (including fees and expenses of counsel and investment bankers) related to such Asset Sale,
(2): provisions for all taxes payable as a result of such Asset Sale,
(3): payments made to retire Indebtedness where payment of such Indebtedness is secured by the assets or properties the subject of such Asset Sale,
(4): amounts required to be paid to any Person (other than the Company or any Restricted Subsidiary) owning a beneficial interest in the assets subject to the Asset Sale,

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(5): appropriate amounts to be provided by the Company or any Restricted Subsidiary, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale and retained by the Company or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as reflected in an officers' certificate delivered to the Trustee and
(6): in the case of any sale of International Operations, payments made to retire Indebtedness of the Subsidiary owning the assets being sold and

(b): with respect to any issuance or sale of Capital Stock or options, warrants or rights to purchase Capital Stock, or debt securities or Capital Stock that have been converted into or exchanged for Capital Stock as referred to under "—Certain Covenants—Limitation on Restricted Payments," the proceeds of such issuance or sale in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of, or stock or other assets when disposed of for, cash or Cash Equivalents (except to the extent that such obligations are financed or sold with recourse to the Company or any Restricted Subsidiary), net of attorney's fees, accountant's fees and brokerage, consultation, underwriting and other fees and expenses actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

"Parent Entity" means the entity that holds at least a majority of the Capital Stock of the Company or Holdings upon the occurrence of a reorganization.

"Pari Passu Indebtedness" means (a) any Indebtedness of the Company that is equal in right of payment to the Notes and (b) with respect to any Guarantee, Indebtedness which ranks equal in right of payment to such Guarantee.

"Permitted Business" means the lines of business conducted by the Company and its Restricted Subsidiaries on the date the Acquisition is consummated and business reasonably related, complementary or ancillary thereto, including reasonably related extensions or expansions thereof.

"Permitted Holders" means CHS and any Affiliate of CHS.

"Permitted Investment" means

(1): Investments in any Restricted Subsidiary or any Guarantor or any Person which, as a result of such Investment, (a) becomes a Restricted Subsidiary or (b) is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or any Restricted Subsidiary;
(2): Indebtedness of the Company or a Restricted Subsidiary of the type described under clauses (4), (5), (6), (7) and (12) of the definition of "Permitted Indebtedness;"
(3): Investments in any of the Notes;
(4): Investments in Cash Equivalents;
(5): Investments acquired by the Company or any Restricted Subsidiary in connection with an Asset Sale permitted under "—Certain Covenants—Limitation on Sale of Assets" to the extent such Investments are non-cash proceeds as permitted under such covenant or the date of the consummation of the Acquisition, if later;
(6): Investments in existence on the date of the Indenture;
(7): Investments acquired in exchange for the issuance of Capital Stock (other than Redeemable Capital Stock of the Company, Holdings, any Parent Entity or a Restricted Subsidiary or

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Preferred Stock of a Restricted Subsidiary) or acquired with the net cash proceeds received by the Company after the date of the Indenture from the issuance and sale of Capital Stock (other than Redeemable Capital Stock of the Company, Holdings, any Parent Entity or a Restricted Subsidiary or Preferred Stock of a Restricted Subsidiary);provided that such Net Cash Proceeds are used to make such Investment within 10 days of the receipt thereof and the amount of all such Net Cash Proceeds will be excluded from clause (3)(B) of the first paragraph of the covenant described under "—Certain Covenants—Limitation on Restricted Payments;"

(8): loans or advances to employees of the Company or Holdings or any Parent Entity in the ordinary course of business in the aggregate amount outstanding at any one time of $2.0 million;
(9): any Investments received in good faith in settlement or compromise of obligations of trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer;
(10): Investments in joint ventures engaged in a Permitted Business in an aggregate amount outstanding (together with other Investments made pursuant to this clause (10)) not to exceed 3.0% of Consolidated Tangible Assets at the time such Investment is made; and
(11): other Investments in the aggregate amount outstanding at any one time of up to $15.0 million.

In connection with any assets or property contributed or transferred to any Person as an Investment, such property and assets shall be equal to the Fair Market Value (as determined by the Company's board of directors) at the time of Investment.

"Permitted Lien" means:

(a)

Liens on assets of the Company and its Subsidiaries securing Senior Indebtedness and Liens on assets of a Restricted Subsidiary securing Senior Indebtedness of such Restricted Subsidiary, that was permitted by the terms of the Indenture to be incurred;

(b)

any Lien existing as of the date of the Indenture or the date of the consummation of the Acquisition, if later, on Indebtedness existing on the date of the Indenture or the date of the consummation of the Acquisition, if later;

(c)

any Lien arising by reason of

(1): any judgment, decree or order of any court, so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree or order shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;
(2): taxes not yet delinquent or which are being contested in good faith;
(3): security for payment of workers' compensation or other insurance;
(4): good faith deposits in connection with tenders, leases, contracts (other than contracts for the payment of money);
(5): zoning restrictions, easements, licenses, reservations, title defects, rights of others for rights of way, utilities, sewers, electric lines, telephone or telegraph lines, and other similar purposes, provisions, covenants, conditions, waivers, restrictions on the use of property or minor irregularities of title (and with respect to leasehold interests, mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of the leased

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property, with or without consent of the lessee), none of which materially impairs the use of any parcel of property material to the operation of the business of the Company or any Subsidiary or the value of such property for the purpose of such business;

(6): deposits to secure public or statutory obligations, or in lieu of surety or appeal bonds; or
(7): operation of law in favor of mechanics, carriers, warehousemen, landlords, materialmen, laborers, employees or suppliers, incurred in the ordinary course of business for sums which are not yet delinquent or are being contested in good faith by negotiations or by appropriate proceedings which suspend the collection thereof;

(d): any Lien securing Acquired Indebtedness created prior to (and not created in connection with, or in contemplation of) the incurrence of such Indebtedness by the Company or any Restricted Subsidiary;
(e): any Lien to secure the performance bids, trade contracts, leases (including, without limitation, statutory and common law landlord's liens), statutory obligations, surety and appeal bonds, letters of credit and other obligations of a like nature and incurred in the ordinary course of business of the Company or any Subsidiary;
(f): any Lien permitted under the Credit Agreement as in effect on the date of the Indenture or the date of the consummation of the Acquisition, if later; and
(g): any extension, renewal, refinancing or replacement, in whole or in part, of any Lien described in the foregoing clauses (a) through (f) so long as no additional collateral is granted as security thereby.

"Person" means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

"Portfolio Sale" means, the sale leaseback transaction on the terms set forth in the Sale Leaseback Agreements entered into by and among iStar Financial Inc. and AMF Worldwide Centers, Inc. in connection with the Acquisition.

"Preferred Stock" means, with respect to any Person, any Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over the Capital Stock of any other class in such Person.

"Public Debt" means any Indebtedness (i) issued in a registered offering of securities under the Securities Act or (ii) issued in a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act.

"Public Equity Offering" means an underwritten public offering of Capital Stock (other than Redeemable Capital Stock) of the Company or Holdings or a Parent Entity with gross proceeds to the Company or Holdings or a Parent Entity (and contributed by Holdings or the Parent Entity, as applicable, on a non-recourse basis as equity to the Company) of at least $50.0 million pursuant to a registration statement that has been declared effective by the Commission pursuant to the Securities Act (other than a registration statement on Form S-4 (or any successor form covering substantially the same transactions), Form S-8 (or any successor form covering substantially the same transactions) or otherwise relating to equity securities issuable under any employee benefit plan of the Company or Holdings or a Parent Entity).

"Purchase Money Obligation" means any Indebtedness secured by a Lien on assets related to the business of the Company and any additions and accessions thereto, which are purchased or constructed by the Company at any time after the Notes are issued;provided that

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(1): the security agreement or conditional sales or other title retention contract pursuant to which the Lien on such assets is created (collectively a "Purchase Money Security Agreement") shall be entered into within 90 days after the purchase or substantial completion of the construction of such assets and shall at all times be confined solely to the assets so purchased or acquired, any additions and accessions thereto and any proceeds therefrom,
(2): at no time shall the aggregate principal amount of the outstanding Indebtedness secured thereby be increased, except in connection with the purchase of additions and accessions thereto and except in respect of fees and other obligations in respect of such Indebtedness and
(3): (A) the aggregate outstanding principal amount of Indebtedness secured thereby (determined on a per asset basis in the case of any additions and accessions) shall not at the time such Purchase Money Security Agreement is entered into exceed 100% of the purchase price to the Company of the assets subject thereto and associated fees and expenses or (B) the Indebtedness secured thereby shall be with recourse solely to the assets so purchased or acquired, any additions and accessions thereto and any proceeds therefrom.

"Qualified Capital Stock" of any Person means any and all Capital Stock of such Person other than Redeemable Capital Stock.

"Redeemable Capital Stock" means any Capital Stock that, either by its terms or by the terms of any security into which it is convertible or exchangeable or otherwise, is or upon the happening of an event or passage of time would be, required to be redeemed prior to the final Stated Maturity of the principal of the Notes or is redeemable at the option of the holder thereof at any time prior to such final Stated Maturity (other than upon a change of control of or sale of assets by the Company in circumstances where the holders of the Notes would have similar rights), or is convertible into or exchangeable for debt securities at any time prior to such final Stated Maturity at the option of the holder thereof.

"Restricted Subsidiary" means any Subsidiary of the Company that has not been designated by the board of directors of the Company by a board resolution delivered to the Trustee as an Unrestricted Subsidiary pursuant to and in compliance with the covenant described under "—Certain Covenants—Limitation on Unrestricted Subsidiaries."

"Securities Act" means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated by the Commission thereunder.

"Senior Indebtedness" means (a) all obligations (including principal, premium, if any, interest (including interest accruing after the filing of a petition initiating any proceeding under any state, federal or foreign bankruptcy law, whether or not allowed or allowable as a claim in any such proceeding), fees, charges, expenses, indemnities and other amounts payable from time to time) arising under the Credit Agreement or any guarantee, security or collateral documents relating thereto, all amounts that may be or become available for drawings under all letters of credit outstanding under the Credit Agreement, and all obligations arising under Currency Hedging Agreements, in each case, whether at any time owing, actually or contingent, and (b) the principal of, premium, if any, and interest (including interest, accruing after the filing of a petition initiating any proceeding under any state, federal or foreign bankruptcy law, whether or not allowed or allowable as a claim in any such proceeding) on any of the Company's Indebtedness (other than as otherwise provided in this definition), whether outstanding on the issue date or thereafter created, incurred or assumed, and whether at any time owing, actually or contingent, unless, in the case of any particular indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly

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provides that such Indebtedness shall not be senior in right of payment to the Notes. Notwithstanding anything else herein to the contrary, Senior Indebtedness shall not include:

•: Indebtedness that is subordinate or junior in right of payment to any of the Company's Indebtedness;
•: Indebtedness which when incurred and without respect to any election under Section 1111(b) of Title 11 United States Code, is without recourse to us;
•: Indebtedness which is represented by Redeemable Capital Stock;
•: any liability for foreign, federal, state, local or other taxes owed or owing by the Company to the extent such liability constitutes indebtedness;
•: Indebtedness of the Company to a Subsidiary or any other Affiliate of the Company or Holdings, or any Parent Entity (other than a lender under a Credit Facility or an Affiliate of such lender with respect to indebtedness incurred prior to or concurrent with such Person becoming an Affiliate) or any of such Affiliate's Subsidiaries;
•: to the extent it might constitute Indebtedness, amounts owing for goods, materials or services purchased in the ordinary course of business or consisting of trade accounts payable owed or owing by the Company, and amounts owed by the Company for compensation to employees or services rendered to the Company;
•: that portion of any Indebtedness which at the time of issuance is issued in violation of the Indenture; and
•: Indebtedness evidenced by any guarantee of any Subordinated Indebtedness or Pari Passu Indebtedness.

Obligations constituting Senior Indebtedness shall continue to constitute Senior Indebtedness for all purposes, notwithstanding that such Senior Indebtedness or any claim in respect thereof may be disallowed, avoided, or subordinated pursuant to any Bankruptcy Law (i) as a claim for unmatured interest, (ii) as a fraudulent transfer or conveyance or (iii) otherwise.

"Significant Subsidiary" means (1) any Restricted Subsidiary that would be a "significant subsidiary" as defined in Regulation S-X promulgated pursuant to the Securities Act as such Regulation is in effect on the Issue Date and (2) any Restricted Subsidiary that, when aggregated with all other Restricted Subsidiaries that are not otherwise Significant Subsidiaries and as to which any event described in clause (8) or (9) under "Events of Default" has occurred and is continuing, would constitute a Significant Subsidiary under clause (1) of this definition.

"Standard & Poor's" means Standard & Poor's Ratings Service.

"Stated Maturity" means, when used with respect to any Indebtedness or any installment of interest thereon, the dates specified in such Indebtedness as the fixed date on which the principal of such Indebtedness or such installment of interest, as the case may be, is due and payable.

"Subordinated Indebtedness" means Indebtedness of the Company or a Guarantor subordinated in right of payment to the Notes or a Guarantee, as the case may be.

"Subsidiary" of a Person means

(1): any corporation more than 50% of the outstanding voting power of the Voting Stock of which is owned or controlled, directly or indirectly, by such Person or by one or more other Subsidiaries of such Person, or by such Person and one or more other Subsidiaries thereof, or
(2): any limited partnership of which such Person or any Subsidiary of such Person is a general partner, or

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(3): any other Person in which such Person, or one or more other Subsidiaries of such Person, or such Person and one or more other Subsidiaries, directly or indirectly, has more than 50% of the outstanding partnership or similar interests or has the power, by contract or otherwise, to direct or cause the direction of the policies, management and affairs thereof.

"Transactions" has the meaning as set forth in the prospectus.

"Trust Indenture Act" means the Trust Indenture Act of 1939, as amended, or any successor statute.

"Unrestricted Subsidiary" means any Subsidiary of the Company (other than a Guarantor) designated as such pursuant to and in compliance with the covenant described under "—Certain Covenants—Limitation on Unrestricted Subsidiaries."

"Unrestricted Subsidiary Indebtedness" of any Unrestricted Subsidiary means Indebtedness of such Unrestricted Subsidiary

(1): as to which neither the Company nor any Restricted Subsidiary is directly or indirectly liable (by virtue of the Company or any such Restricted Subsidiary being the primary obligor on, guarantor of, or otherwise liable in any respect to, such Indebtedness), except Guaranteed Debt of the Company or any Restricted Subsidiary to any Affiliate or any Affiliate of Holdings or any Parent Entity which becomes an Unrestricted Subsidiary, in which case (unless the incurrence of such Guaranteed Debt resulted in a Restricted Payment at the time of incurrence) the Company shall be deemed to have made a Restricted Payment equal to the principal amount of any such Indebtedness to the extent guaranteed at the time such Affiliate or Affiliate of Holdings or any Parent Entity is designated an Unrestricted Subsidiary and
(2): which, upon the occurrence of a default with respect thereto, does not result in, or permit any holder of any Indebtedness of the Company or any Subsidiary to declare, a default on such Indebtedness of the Company or any Subsidiary or cause the payment thereof to be accelerated or payable prior to its Stated Maturity;provided that notwithstanding the foregoing any Unrestricted Subsidiary may guarantee the Notes.

"Voting Stock" of a Person means Capital Stock of such Person of the class or classes pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of such Person (irrespective of whether or not at the time Capital Stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

"Wholly Owned Restricted Subsidiary" means a Restricted Subsidiary all the Capital Stock of which is owned by the Company or another Wholly Owned Restricted Subsidiary.

Book-Entry Delivery and Form

Notes will be issued only in fully registered form, without interest coupons, in denominations of $1,000 and integral multiples thereof. Notes will not be issued in bearer form.

The Exchange Notes initially will be represented by one or more Notes in registered, global form without interest coupons (collectively, the "Global Notes"). The Global Notes will be deposited upon issuance with the Trustee as custodian for DTC, in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct participant in DTC as described below.

Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. In addition, transfer of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time. Beneficial interests in the Global Notes may not be exchanged for Notes in

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certified form except in the limited circumstances described below. See "—Exchange of Book-Entry Notes for Certificated Notes."

Exchange of Book-Entry Notes for Certificated Notes. A beneficial interest in a Global Note may not be exchanged for a Note in certificated form unless

(1): DTC (a) notifies the Company that it is unwilling or unable to continue as Depositary for the Global Note or (b) has ceased to be a clearing agency registered under the Exchange Act, and in either case the Company thereupon fails to appoint a successor Depositary within 90 days,
(2): the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Notes in certificated form, or
(3): there shall have occurred and be continuing an Event of Default or any event which after notice or lapse of time or both would be an Event of Default with respect to the Notes.

In all cases, certificated Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Any certificated Note issued in exchange for an interest in a Global Note will bear the legend restricting transfers that is borne by such Global Note. Any such exchange will be effected through the DWAC system and an appropriate adjustment will be made in the records of the Security Registrar to reflect a decrease in the principal amount of the relevant Global Note.

Certain Book-Entry Procedures for Global Notes. The descriptions of the operations and procedures of DTC, Euroclear and Clearstream that follow are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to change by them from time to time. The Company takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.

DTC has advised the Company that it is:

•: a limited purpose trust company organized under the laws of the State of New York,
•: a "banking organization" within the meaning of the New York Banking Law,
•: a member of the Federal Reserve System, and
•: a "clearing corporation" within the meaning of the Uniform Commercial Code and a "Clearing Agency" registered pursuant to the provisions of Section 17A of the Exchange Act.

DTC was created to hold securities for its participants ("participants") and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical transfer and delivery of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations. Indirect access to the DTC system is available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly ("indirect participants").

DTC has advised the Company that its current practice, upon the issuance of the Global Notes, is to credit, on its internal system, the respective principal amount of the individual beneficial interests represented by such Global Notes to the accounts with DTC of the participants through which such interests are to be held. Ownership of beneficial interest in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominees (with respect to interest of participants) and the records of participants and indirect participants (with respect to interests of persons other than participants).

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As long as DTC, or its nominee, is the registered Holder of a Global Note, DTC or such nominee, as the case may be, will be considered the sole owner and Holder of the Notes represented by such Global Note for all purposes under the Indenture and the Notes. Except in the limited circumstances described above under "—Exchange of Book-Entry Notes for Certificated Notes," owners of beneficial interests in a Global Note will not be entitled to have any portions of such Global Note registered in their names, and will not receive or be entitled to receive physical delivery of Notes in definitive form and will not be considered the owners or holders of the Global Note (or any Notes represented thereby) under the Indenture or the Notes.

Investors may hold their interests in the Global Note directly through DTC, if they are participants in such system, or indirectly through organizations (including Euroclear and Clearstream) which are participants in such system. Investors may also hold their interests in the Global Note through organizations other than Euroclear and Clearstream that are participants in the DTC system. Euroclear and Clearstream will hold interests in the Global Note on behalf of their participants through customers' securities accounts in their respective names on the books of their respective depositories. The depositories, in turn, will hold such interests in the Global Note in customers' securities accounts in the depositories' names on the books of DTC. All interests in a Global Note, including those held through Euroclear or Clearstream, will be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream will also be subject to the procedures and requirements of such system.

The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such persons may be limited to that extent. Because DTC can act only on behalf of its participants, which in turn act on behalf of indirect participants and certain banks, the ability of a person having beneficial interests in a Global Note to pledge such interest to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Payments of the principal, of, premium, if any, and interest on Global Notes will be made to DTC or its nominee as the registered owner thereof. Neither the Company, the Trustee nor any of their respective agents will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

The Company expects that DTC or its nominee, upon receipt of any payment of principal of, premium, if any, or interest in respect of a Global Note representing any Notes held by it or its nominee, will credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Note for such Notes as shown on the records of DTC or its nominee. The Company also expects that payments by participants to owners of beneficial interests in such Global Note held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in "street name." Such payments will be the responsibility of such participants. None of the Company or the Trustee will be liable for any delay by DTC or any of its participants in identifying the beneficial owners of the Notes, and the Company and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee as the registered owner of the Notes for all purposes.

Except for trades involving only Euroclear and Clearstream participants, interests in the Global Notes will trade in DTC's Same-Day Funds Settlement System and secondary market trading activity in such interests will therefore settle in immediately available funds, subject in all cases to the rules and procedures of DTC and its participants. Transfers between participants in DTC will be effected in accordance with DTC's procedures, and will be settled in same-day funds. Transfers between

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participants in Euroclear and Clearstream will be affected in the ordinary way in accordance with their respective rules and operating procedures.

Cross-market transfers between DTC participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected by DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interest in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures or same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a DTC participant will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the DTC settlement date. Cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following the DTC settlement date.

DTC has advised the Company that it will take any action permitted to be taken by a holder of Notes only at the direction of one or more participants to whose accounts with DTC interests in the Global Notes are credited and only in respect of such portion of the aggregate principal amount of the Notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default under the Notes, DTC reserves the right to exchange the Global Notes for legended Notes in certificated form, and to distribute such Notes to its participants.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures in order to facilitate transfer of beneficial ownership interests in the Global Notes among participants of DTC, Euroclear and Clearstream, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of the Company, the Trustee nor any of their respective agents will have any responsibility for the performance by DTC, Euroclear, Clearstream or their participants or indirect participants of their respective obligations under the rules and procedures governing their operations, including maintaining, supervising or reviewing the records relating to, or payments made on account of, beneficial ownership interests in Global Notes.

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CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following discussion is a summary of the material United States federal income tax consequences and, in the case of a non-United States Holder (as defined below), the material United States federal estate tax consequences, relevant to the purchase, ownership and disposition of the notes, but does not purport to be a complete analysis of all potential tax effects. The discussion is based upon the Internal Revenue Code of 1986, as amended, or the "Code," United States Treasury Regulations issued thereunder, Internal Revenue Service rulings and pronouncements and judicial decisions now in effect, all of which are subject to change at any time. Any such change may be applied retroactively in a manner that could adversely affect a holder of the notes. This discussion does not address all of the United States federal income or estate tax consequences that may be relevant to a purchaser of notes in light of such purchaser's particular circumstances or to purchasers subject to special rules, such as certain financial institutions, U.S. expatriates, insurance companies, dealers in securities or currencies, traders in securities, United States Holders (as defined below) whose functional currency is not the U.S. dollar, tax-exempt organizations and persons holding the notes as part of a "straddle," "hedge," "conversion transaction" or other integrated transaction. In addition, this discussion is limited to persons purchasing the notes for cash in this offering and at their "issue price" within the meaning of Section 1273 of the Code (i.e., the first price at which a substantial amount of notes are sold to the public for cash). Moreover, the effect of any applicable state, local, foreign or other tax laws, including gift tax laws is not discussed. The discussion deals only with notes held as "capital assets" (generally, property for investment) within the meaning of Section 1221 of the Code.

As used herein, "United States Holder" means a beneficial owner of the notes who or that is, for United States federal income tax purposes:

•: an individual that is a citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or meets the "substantial presence" test under Section 7701(b) of the Code;
•: a corporation or other entity taxable as a corporation for such purposes created or organized in or under the laws of the United States or a political subdivision thereof;
•: an estate, the income of which is subject to United States federal income tax regardless of its source; or
•: a trust, if a United States court can exercise primary supervision over the administration of the trust and one or more "United States persons" within the meaning of the Code can control all substantial trust decisions, or, if the trust was in existence on August 20, 1996, a trust that has elected to continue to be treated as a "United States person" within the meaning of the Code.

A "non-United States Holder" is a beneficial owner of the notes who is not a United States Holder for United States federal income tax purposes.

If a partnership or other entity taxable as a partnership for United States federal income tax purposes holds notes, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If you are a partnership holding the notes or a partner in such a partnership, you should consult your tax advisor regarding the tax consequences of the ownership and disposition of the notes.

We have not sought and will not seek any rulings from the Internal Revenue Service, or the IRS, with respect to the matters discussed below. There can be no assurance that the IRS will not take a different position concerning the tax consequences of the purchase, ownership or disposition of the notes or that any such position would not be sustained.

PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH REGARD TO THE APPLICATION OF THE TAX CONSEQUENCES DISCUSSED BELOW TO

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THEIR PARTICULAR SITUATIONS AS WELL AS THE APPLICATION OF ANY STATE, LOCAL, FOREIGN OR OTHER TAX LAWS, INCLUDING GIFT AND ESTATE TAX LAWS, AND ANY TAX TREATIES.

United States Holders

Interest

Payments of stated interest on the notes will be taxable to a United States Holder as ordinary income at the time that such payments are received or accrued, in accordance with such United States Holder's method of accounting for United States federal income tax purposes. In certain circumstances (see "Exchange Offer—Purpose and Effect of the Exchange Offer," and "—Purchase of Notes Upon a Change of Control"), we may be obligated to pay amounts in excess of stated interest or principal on the notes. According to Treasury Regulations, the possibility that any such payments in excess of stated interest or principal will be made will not affect the amount, timing or character of interest income or gain a United States Holder recognizes if there is only a remote chance as of the date the notes are issued that such payments will be made. We believe that the likelihood that we will be obligated to make any such payments is remote. Therefore, we do not intend to treat the potential payment of additional interest or the potential payment of a premium in the event the merger fails to be consummated or pursuant to the change of control provisions as part of the yield to maturity of any notes. Our determination that these contingencies are remote is binding on a United States Holder unless such holder discloses its contrary position in the manner required by applicable Treasury Regulations. Our determination is not, however, binding on the IRS, and if the IRS were to challenge this determination, a United States Holder might be required to accrue income on its notes in excess of stated interest and to treat as ordinary income rather than capital gain any income realized on the taxable disposition of a note before the resolution of the contingencies. In the event a contingency occurs, it would affect the amount and timing of the income recognized by a United States Holder. If we pay additional interest on the notes or a premium in the event the merger fails to be consummated or pursuant to the change of control provisions, United States Holders will be required to recognize such amounts as income.

Sale or other taxable disposition of the notes

A United States Holder will recognize gain or loss on the sale, exchange (other than for exchange notes pursuant to the exchange offer or a tax-free transaction), redemption, retirement or other taxable disposition of a note equal to the difference between the sum of the cash and the fair market value of any property received in exchange therefor (less a portion allocable to any accrued and unpaid interest, which will be taxable as ordinary income if not previously included in such holder's income) and the United States Holder's tax basis in the note. A United States Holder's tax basis in a note generally will be the United States Holder's cost therefor. This gain or loss generally will be a capital gain or loss. In the case of a non-corporate United States Holder, such capital gain will be subject to tax at a reduced rate if a note is held for more than one year at the time of the disposition. Subject to limited exceptions, capital losses cannot be used to offset ordinary income. The deductibility of capital losses is subject to limitation.

Exchange offer

The exchange of the notes for the exchange notes will not constitute a taxable exchange. As a result, (1) a United States Holder will not recognize taxable gain or loss as a result of exchanging such holder's notes; (2) the holding period of the exchange notes will include the holding period of the notes exchanged therefor; and (3) the tax basis of the exchange notes received will be the same as the tax basis of the notes exchanged therefor immediately before such exchange.

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Backup withholding

A United States Holder may be subject to a backup withholding tax (at a rate of 28%) when such holder receives interest and principal payments on the notes held or upon the proceeds received upon the sale or other disposition of such notes. Certain holders (including, among others, corporations and certain tax-exempt organizations) are generally not subject to backup withholding. A United States Holder will be subject to this backup withholding tax if such holder is not otherwise exempt and such holder:

•: fails to furnish its taxpayer identification number, or TIN, which, for an individual, is ordinarily his or her social security number;
•: furnishes an incorrect TIN;
•: is notified by the IRS that it has failed to properly report payments of interest or dividends; or
•: fails to certify, under penalties of perjury, that it has furnished a correct TIN and that the IRS has not notified the United States Holder that it is subject to backup withholding.

United States Holders should consult their personal tax advisor regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption, if applicable. The backup withholding tax is not an additional tax and taxpayers may use amounts withheld as a credit against their United States federal income tax liability or may claim a refund as long as they timely provide certain information to the IRS.

Non-United States Holders

Interest

Interest paid to a non-United States Holder will not be subject to United States federal income or withholding tax of 30% (or, if applicable, a lower rate under an applicable income tax treaty) under the "portfolio interest" exception of the Code provided that:

•: such holder does not directly or indirectly, actually or constructively, own 10% or more of the total combined voting power of all of our classes of stock;
•: such holder is not a controlled foreign corporation that is related to us through sufficient stock ownership and is not a bank that received such interest on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
•: either (1) the non-United States Holder certifies in a statement provided to us or our paying agent, under penalties of perjury, that it is not a "United States person" within the meaning of the Code and provides its name and address (generally by completing IRS Form W-8BEN), (2) a securities clearing organization, bank or other financial institution that holds customers' securities in the ordinary course of its trade or business and holds the notes on behalf of the non-United States Holder certifies to us or our paying agent under penalties of perjury that it, or the financial institution between it and the non-United States Holder, has received from the non-United States Holder a statement, under penalties of perjury, that such holder is not a "United States person" and provides us or our paying agent with a copy of such statement or (3) the non-United States Holder holds its notes directly through a "qualified intermediary" and certain conditions are satisfied; and
•: the interest is not effectively connected with such holder's conduct of a trade or business within the United States.

Even if the above conditions are not met, a non-United States Holder may be entitled to an exemption from United States federal withholding tax if the interest is effectively connected to a

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United States trade or business as described below or to a reduction in or an exemption from United States federal income and withholding tax on interest under an income tax treaty between the United States and the non-United States Holder's country of residence. To claim a reduction or exemption under an income tax treaty, a non-United States Holder must generally complete an IRS Form W-8BEN and claim the reduction or exemption on the form. In some cases, a non-United States Holder may instead be permitted to provide documentary evidence of its claim to the intermediary, or a qualified intermediary may already have some or all of the necessary evidence in its files.

The certification requirements described above may in some circumstances require a non-United States Holder that claims the benefit of an income tax treaty to also provide its United States taxpayer identification number on IRS Form W-8BEN.

Sale or other taxable disposition of the notes

A non-United States Holder will generally not be subject to United States federal income tax or withholding tax on gain recognized on the sale, exchange, redemption, retirement or other disposition of a note so long as (i) the gain is not effectively connected with the conduct by the non-United States Holder of a trade or business within the United States, (ii) in the case of a non-United States Holder who is an individual, such non-United States Holder is not present in the United States for 183 days or more in the taxable year of disposition, and (iii) in the case of disposition proceeds representing accrued interest, the non-United States Holder has satisfied the requirements of the "portfolio interest" exception of the Code (described above).

United States trade or business

If interest or gain from a disposition of the notes is effectively connected with a non-United States Holder's conduct of a United States trade or business and, if an income tax treaty applies and the non-United States Holder maintains a United States "permanent establishment" to which the interest or gain is attributable, the non-United States Holder may be subject to United States federal income tax on the interest or gain on a net basis in the same manner as if it were a United States Holder. If interest income received with respect to the notes is taxable on a net basis, the 30% withholding tax described above will not apply (assuming an appropriate certification is provided, generally IRS Form W-8ECI). A foreign corporation that is a holder of a note also may be subject to a branch profits tax equal to 30% of its effectively connected earnings and profits for the taxable year, subject to certain adjustments, unless it qualifies for a lower rate under an applicable income tax treaty. For this purpose, interest on a note or gain recognized on the disposition of a note will be included in earnings and profits if the interest or gain is effectively connected with the conduct by the foreign corporation of a trade or business in the United States.

United States Federal Estate Tax

If a non-United States Holder is an individual and is not a resident of the United States (as specially defined for United States federal estate tax purposes) at the time of the holder's death, the holder's notes will generally not be subject to the United States federal estate tax, unless, at the time of the holder's death:

•: the holder directly or indirectly, actually or constructively, own 10% or more of the total combined voting power of all of our classes of stock; or
•: interest on the holder's notes is effectively connected with the holder's conduct of a trade or business within the United States.

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Backup withholding and information reporting

Backup withholding will likely not apply to payments of principal or interest made by us or our paying agents, in their capacities as such, to a non-United States Holder of a note if the holder is exempt from withholding tax on interest as described above. However, information reporting may still apply with respect to interest payments.

Payment of proceeds made to a non-United States Holder outside the United States from a disposition of notes effected through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding and information reporting. However, payment of the proceeds from a disposition by a non-United States Holder of a note made to or through a non-U.S. office of a broker may be subject to information reporting (but generally not backup withholding) if the broker is:

•: a United States person (within the meaning of the Code);
•: a controlled foreign corporation for United States federal income tax purposes;
•: a foreign person 50% or more of whose gross income is effectively connected with a United States trade or business for a specified three-year period; or
•: a foreign partnership, if at any time during its tax year, one or more of its partners are United States persons, as defined in Treasury regulations, who in the aggregate hold more than 50% of the income or capital interest in the partnership or if, at any time during its tax year, the foreign partnership is engaged in a United States trade or business.

Payment of the proceeds from a disposition by a non-United States Holder of a note made to or through the United States office of a broker is generally subject to information reporting and backup withholding unless the holder or beneficial owner certifies as to its taxpayer identification number or otherwise establishes an exemption from information reporting and backup withholding.

Non-United States Holders should consult their own tax advisors regarding application of withholding and backup withholding in their particular circumstance and the availability of and procedure for obtaining an exemption from withholding and backup withholding under current Treasury regulations. In this regard, the current Treasury regulations provide that a certification may not be relied on if we or our agent (or other payor) knows or has reasons to know that the certification may be false. Any amounts withheld under the backup withholding rules from a payment to a non-United States Holder will be allowed as a credit against the holder's United States federal income tax liability or may be refunded, provided the required information is furnished in a timely manner to the IRS.

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PLAN OF DISTRIBUTION

Each participating broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a participating broker-dealer in connection with resales of exchange notes received by it in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities.

We will not receive any proceeds from any sales of the exchange notes by participating broker-dealers. Exchange notes received by participating broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such participating broker-dealer and/or the purchasers of any such exchange notes. Any participating broker-dealer that resells the exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a participating broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

Prior to the exchange offer, there has not been any public market for the outstanding notes. The outstanding notes have not been registered under the Securities Act and will be subject to restrictions on transferability to the extent that they are not exchanged for exchange notes by holders who are entitled to participate in this exchange offer. The holders of outstanding notes, other than any holder that is our affiliate within the meaning of Rule 405 under the Securities Act, who are not eligible to participate in the exchange offer are entitled to certain registration rights, and we may be required to file a shelf registration statement with respect to their outstanding notes. The exchange notes will constitute a new issue of securities with no established trading market. We do not intend to list the exchange notes on any national securities exchange or to seek the admission thereof to trading in the National Association of Securities Dealers Automated Quotation System. The initial purchasers have advised us that they currently intend to make a market in the exchange notes. Such market making activity will be subject to the limits imposed by the Securities Act and the Exchange Act and may be limited during the exchange offer and the pendency of any shelf registration statements. Accordingly, no assurance can be given that an active public or other market will develop for the exchange notes or as to the liquidity of the trading market for the exchange notes. If a trading market does not develop or is not maintained, holders of the exchange notes may experience difficulty in reselling the exchange notes or may be unable to sell them at all. If a market for the exchange notes develops, any such market may be discontinued at any time.

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LEGAL MATTERS

The validity of the exchange notes and the guarantees and other legal matters, including the tax-free nature of the exchange, will be passed upon on our behalf by Kirkland & Ellis LLP, a limited liability partnership that includes professional corporations, Chicago, Illinois.

EXPERTS

The consolidated financial statements of AMF Bowling Worldwide, Inc. and subsidiaries as of June 29, 2003 and June 30, 2002, and the related consolidated statements of operations, cash flows, stockholders' equity and comprehensive income (loss) for the year ended June 29, 2003, the four months ended June 30, 2002 and the two months ended February 28, 2002 (Predecessor Company), have been included herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing. The report contains an explanatory paragraph that states, effective March 8, 2002, the Company was reorganized under a plan of reorganization confirmed by the United States Bankruptcy Court for the Eastern District of Virginia. In connection with its reorganization, the Company applied fresh start accounting on February 28, 2002.

Our consolidated financial statements as of and for the year ended December 31, 2001 incorporated by reference in this prospectus have been audited by Arthur Andersen LLP. Arthur Andersen LLP has not reissued its report with respect to those consolidated financial statements, and we have not been able to obtain, after reasonable efforts, Arthur Andersen LLP's written consent to the inclusion in this prospectus of said report. As a result, you may not have an effective remedy against Arthur Andersen LLP in connection with any material misstatement or omission in the consolidated financial statements to which its audit report relates. In addition, even if you were able to assert such a claim, as a result of its recent conviction of federal obstruction of justice charges and other lawsuits, Arthur Andersen LLP may fail or otherwise have insufficient assets to satisfy claims made by investors that might arise under federal securities laws or otherwise with respect to its audit report.

WHERE YOU CAN FIND OTHER INFORMATION

We have filed with the SEC a registration statement on Form S-4 (Reg. No. 333- ) with respect to the securities being offered hereby. This prospectus does not contain all of the information contained in the registration statement, including the exhibits and schedules. You should refer to the registration statement, including the exhibits and schedules, for further information about use and the securities being offered hereby. Statements we make in this prospectus about certain contracts or other documents are not necessarily complete. When we make such statements, we refer you to the copies of the contracts or documents that are filed as exhibits to the registration statement because those statements are qualified in all respects by reference to those exhibits. As described below, the registration statement, including exhibits and schedules is on file at the offices of the SEC and may be inspected without charge.

We file reports and other information with the SEC. You can inspect and copy these reports, and other information at the Public Reference Room of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549. You can obtain copies of these materials from the Public Reference Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Our SEC filings will also be available to you on the SEC's web site. The address of this site is http://www.sec.gov.

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If you make a request for such information in writing or by telephone, we will provide you, without charge, a copy of such reports, proxy statements and other information. Any such request should be directed to:

AMF Bowling Worldwide, Inc.
8100 AMF Drive
Mechanicsville, Virginia 23111
(804) 730-4000

In addition, we make available, free of charge, on or through our web site, copies of such reports, proxy statements and other information. We maintain a web site athttp://www.amf.com.The information contained on our web site is not part of this prospectus, any prospectus supplement or the registration statement of which this prospectus forms a part.

The indenture provides that, whether or not we are subject to Section 13(a) or 15(d) of the Exchange Act, we will file with the SEC the annual reports, quarterly reports and other documents which we would have been required to file with the SEC pursuant to Sections 13(a) or 15(d) if we were required to file such reports and provide copies to the trustee and the holders of the notes. Provision of this information is subject to certain qualifications. See "Description of the Notes—Certain Covenants—Provision of Financial Statements."

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page
Audited Financial Statements
Independent Auditors' Report		F-2
Report of Independent Public Accountants		F-3
Consolidated Balance Sheets as of June 29, 2003 and June 30, 2002		F-4
Consolidated Statements of Operations for the year ended June 29, 2003, the four months ended June 30, 2002, the two months ended February 28, 2002 and the years ended December 31, 2001 and 2000		F-5
Consolidated Statements of Cash Flows for the year ended June 29, 2003, the four months ended June 30, 2002, the two months ended February 28, 2002 and the years ended December 31, 2001 and 2000		F-6
Consolidated Statements of Stockholders' Equity for the year ended June 29, 2003, the four months ended June 30, 2002, the two months ended February 28, 2002 and the years ended December 31, 2001 and 2000		F-7
Consolidated Statements of Comprehensive Income (Loss) for the year ended June 29, 2003, the four months ended June 30, 2002, the two months ended February 28, 2002 and the years ended December 31, 2001 and 2000		F-8
Notes to Consolidated Financial Statements		F-9
Unaudited Financial Statements
Condensed Consolidated Balance Sheets as of March 28, 2004 and June 29, 2003		F-42
Condensed Consolidated Statements of Operations for the quarters ended March 28, 2004 and March 30, 2003 and for the nine months ended March 28, 2004 and March 30, 2003		F-43
Condensed Consolidated Statements of Cash Flows for the nine months ended March 28, 2004 and March 30, 2003		F-44
Notes to Condensed Consolidated Financial Statements		F-45

F-1

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders
AMF BOWLING WORLDWIDE, INC.:

We have audited the accompanying consolidated balance sheets of AMF Bowling Worldwide, Inc. (a Delaware corporation) and subsidiaries as of June 29, 2003 and June 30, 2002, and the related consolidated statements of operations, cash flows, stockholders' equity and comprehensive income (loss) for the year ended June 29, 2003, the four months ended June 30, 2002 and the two months ended February 28, 2002 (Predecessor Company). These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. The consolidated financial statements for the years ended December 31, 2001 and December 31, 2000 were audited by other auditors who have ceased operations. Those auditors' report, dated March 8, 2002 on those consolidated financial statements was unqualified and included an explanatory paragraph which described the reorganization of the Company confirmed by the United States Bankruptcy Court for the Eastern District of Virginia discussed in Note 1 to the consolidated financial statements.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of AMF Bowling Worldwide, Inc. and subsidiaries as of June 29, 2003 and June 30, 2002, and the results of their operations and their cash flows for the year ended June 29, 2003, the four months ended June 30, 2002 and the two months ended February 28, 2002 (Predecessor Company), in conformity with U.S. generally accepted accounting principles.

As described in Note 1 to the consolidated financial statements, effective March 8, 2002, the Company was reorganized under a plan of reorganization confirmed by the United States Bankruptcy Court for the Eastern District of Virginia. In connection with its reorganization, the Company applied fresh start accounting on February 28, 2002.

KPMG LLP

Richmond, Virginia
September 5, 2003, except as to note 19,
which is as of February 17, 2004

F-2

This report is a copy of a previously issued Arthur Andersen LLP report which has not been reissued by Arthur Andersen LLP.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors
AMF BOWLING WORLDWIDE, INC.:

We have audited the accompanying consolidated balance sheets of AMF Bowling Worldwide, Inc. (a Delaware corporation) and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of operations, stockholder's equity, cash flows and comprehensive loss for each of the three years in the period ended December 31, 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of AMF Bowling Worldwide, Inc. and subsidiaries as of December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States.

As described more fully in Note 1 to the consolidated financial statements, effective March 8, 2002, the Company was reorganized under a plan of reorganization confirmed by the United States Bankruptcy Court for the Eastern District of Virginia. The accompanying consolidated financial statements do not reflect the effects of fresh start accounting which will be applied in connection with the Company's emergence from Chapter 11.

ARTHUR ANDERSEN LLP

Richmond, Virginia
March 8, 2002

F-3

AMF BOWLING WORLDWIDE, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

			June 29, 2003			June 30, 2002
Assets
Current assets:
	Cash and cash equivalents		$	56,275		$	34,167
	Accounts and notes receivable, net of allowance for doubtful accounts of $7,329 and $9,025, respectively			23,217			26,268
	Inventories, net			34,001			38,901
	Advances and deposits			19,019			19,411

		Total current assets		132,512			118,747
	Property and equipment, net			568,609			605,174
	Leasehold interests and other			30,269			31,603

		Total assets	$	731,390		$	755,524

Liabilities and Stockholders' Equity
Current liabilities:
	Accounts payable		$	17,642		$	17,938
	Accrued expenses and other			84,372			91,219
	Current portion of long-term debt			40,901			16,961

		Total current liabilities		142,915			126,118
	Long-term debt, less current portion			375,587			424,109
	Liabilities subject to resolution			1,323			3,556
	Other long-term liabilities			—			809

		Total liabilities		519,825			554,592
Stockholders' equity:
	Preferred Stock ($.01 par value, 5,000,000 shares authorized, none issued and outstanding)			—			—
	Common Stock ($.01 par value, 20,000,000 shares authorized, 9,958,689 issued and outstanding) (a)			100			100
	Paid-in capital			212,361			211,800
	Accumulated deficit			(12,209	)		(15,636	)
	Accumulated other comprehensive income			11,313			4,668

		Total stockholders' equity		211,565			200,932

		Total liabilities and stockholders' equity	$	731,390		$	755,524

(a): There are 9,958,689 shares outstanding on June 29, 2003. An additional 41,297 shares of Common Stock will be issued as claims are resolved in accordance with the Company's Second Amended Second Modified Joint Plan of Reorganization.
The accompanying notes are an integral part of these consolidated financial statements.

F-4

AMF BOWLING WORLDWIDE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)

			Reorganized Company						Predecessor Company
			Reorganized Company									Year ended December 31,
						Four Months ended June 30, 2002			Two Months ended February 28, 2002
			Year ended June 29, 2003
			Year ended June 29, 2003									2001			2000
Operating revenue			$	667,578		$	219,055		$	122,886		$	694,878		$	715,001
Operating expenses:
	Costs of goods sold			135,019			46,908			19,991			154,619			173,098
	Bowling center operating expenses			369,279			125,499			63,357			384,608			393,678
	Selling, general, and administrative expenses			42,204			15,025			8,064			52,786			57,727
	Restructuring, refinancing and other charges			1,138			3,880			302			18,636			11,585
	Depreciation and amortization			80,667			28,917			17,144			130,043			136,001

		Total operating expenses		628,307			220,229			108,858			740,692			772,089

		Operating income (loss)		39,271			(1,174	)		14,028			(45,814	)		(57,088	)
Nonoperating expenses (income):
	Interest expense			39,801			15,214			8,113			104,876			121,499
	Interest income (a)			(693	)		(406	)		—			(1,136	)		(1,514	)
	Other expense (income), net			(4,054	)		(4,386	)		907			5,910			1,623

		Total nonoperating expenses, net		35,054			10,422			9,020			109,650			121,608

		Income (loss) before reorganization items, net, gain on debt dischage, fresh start accounting adjustments, provision for income taxes, equity in loss of joint ventures, net, and cumulative effect of change in accounting for goodwill		4,217			(11,596	)		5,008			(155,464	)		(178,696	)
Reorganization items expense (income), net				(341	)		—			13,288			56,731			—
Gain on debt discharge, net				—			—			(774,803	)		—			—
Fresh start accounting adjustments				—			—			65,991			—			—

		Income (loss) before provision for income taxes, equity in loss of joint ventures and cumulative effect of change in accounting for goodwill		4,558			(11,596	)		700,532			(212,195	)		(178,696	)
Provision for income taxes				1,131			4,040			1,095			4,766			2,256

		Income (loss) before equity in loss of joint ventures and cumulative effect of change in accounting for goodwill		3,427			(15,636	)		699,437			(216,961	)		(180,952	)
Equity in loss of joint ventures				—			—			—			—			(524	)

		Income (loss) before cumulative effect of change in accounting for goodwill		3,427			(15,636	)		699,437			(216,961	)		(181,476	)
Cumulative effect of change in accounting for goodwill				—			—			(718,414	)		—			—

		Net income (loss)	$	3,427		$	(15,636	)	$	(18,977	)	$	(216,961	)	$	(181,476	)

Net income per share of common stock:
	Basic		$	0.34		$	(1.56	)
	Diluted			0.34			(1.56	)
Weighted average common shares outstanding:
	Basic			9,999,986			10,000,000
	Diluted			10,108,909			10,000,000

(a): For the periods July 2, 2001 through December 31, 2001 and January 1, 2002 through March 8, 2002, the Company did not accrue approximately $30,560 and $11,500, respectively, of interest on its prepetition subordinated debt. The debt was materially impaired or discharged in the Chapter 11 proceeding.
The accompanying notes are an integral part of these consolidated financial statements.

F-5

AMF BOWLING WORLDWIDE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

					Reorganized Company						Predecessor Company
					Year ended June 29,			Four Months ended June 30,			Two Months ended February 28,			Year ended December 31,
					2003			2002			2002			2001			2000
Cash flows from operating activities:
	Net income (loss)				$	3,427		$	(15,636	)	$	(18,977	)	$	(216,961	)	$	(181,476	)
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
		Stock based compensation				561			—			—			—			—
		Depreciation and amortization				80,667			28,917			17,144			130,043			136,001
		Fresh start accounting adjustments				—			—			65,991			—			—
		Cumulative effect of change in accounting for goodwill				—			—			718,414			—			—
		Gain on debt discharge, net				—			—			(774,803	)		—			—
		Reorganization items non cash, net				—			—			—			46,570			—
		Equity in loss of joint ventures				—			—			—			—			524
		Amortization of bond discount				—			—			—			6,525			30,352
		(Gain) loss on the sale of property and equipment, net				2,555			(991	)		(65	)		417			(1,601	)
		Impairment of assets				—			—			—			3,500			1,559
		Changes in assets and liabilities:
			Accounts and notes receivable, net			7,703			(1,017	)		3,179			16,826			17,863
			Inventories			6,980			7,540			(6,894	)		13,268			(4,312	)
			Other assets			2,362			4,949			3,842			1,082			15,108
			Accounts payable and accrued expenses			(12,615	)		(8,033	)		16,839			23,322			19,892
			Other long-term liabilities			(380	)		(4,559	)		(706	)		2,997			(5,203	)

				Net cash provided by operating activities		91,260			11,170			23,964			27,589			28,707

Cash flows from investing activities:
	Acquisitions of operating units, net of cash acquired					—			—			—			—			(8,477	)
	Purchases of property and equipment					(38,884	)		(14,328	)		(2,509	)		(49,462	)		(66,545	)
	Proceeds from the sale of property and equipment					1,230			904			—			300			9,400
	Other					135			—			—			—			—

				Net cash used in investing activities		(37,519	)		(13,424	)		(2,509	)		(49,162	)		(65,622	)

Cash flows from financing activities:
	Repayment under Bank Debt					—			—			(436,700	)		—			—
	Borrowing under New Subordinated Notes					—			—			150,000			—			—
	Borrowing under Revolver					15,000			—			10,000			—			—
	Repayment under Revolver					(15,000	)		(10,000	)		—			—			—
	Borrowing under Term Facility					—			—			290,000			—			—
	Repayment under Term Facility					(25,768	)		(2,000	)		—			—			—
	Proceeds from long-term debt					—			—			—			5,000			87,000
	Payment on long-term debt					—			—			—			(5,000	)		(29,407	)
	Deferred finance costs					—			(552	)		(11,743	)		—			—
	Repayment under capital lease obligations					(210	)		—			—			—			—
	Other					(33	)		—			—			—			—
	Capital contributions from parent					—			—			—			—			7,000

				Net cash provided by (used in) financing activities		(26,011	)		(12,552	)		1,557			—			64,593
Effect of exchange rates on cash						(5,622	)		(1,121	)		1,791			105			(1,434	)

				Net increase (decrease) in cash		22,108			(15,927	)		24,803			(21,468	)		26,244
Cash and cash equivalents at beginning of period						34,167			50,094			25,291			46,759			20,515

				Cash and cash equivalents at end of period	$	56,275		$	34,167		$	50,094		$	25,291		$	46,759

The accompanying notes are an integral part of these consolidated financial statements.

F-6

AMF BOWLING WORLDWIDE, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)

		Common Stock		Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity
Predecessor Company:
Balance, December 31, 1999		$	—	$	1,040,529		$	(383,554	)	$	(15,324	)	$	641,651
	Capital contribution by stockholder		—		7,000			—			—			7,000
	Net loss		—		—			(181,476	)		—			(181,476	)
	Foreign currency translation adjustment		—		—			—			(13,270	)		(13,270	)

Balance, December 31, 2000			—		1,047,529			(565,030	)		(28,594	)		453,905

	Net loss		—		—			(216,961	)		—			(216,961	)
	Foreign currency translation adjustment		—		—			—			(7,410	)		(7,410	)

Balance, December 31, 2001			—		1,047,529			(781,991	)		(36,004	)		229,534

	Net loss		—		—			(18,977	)		—			(18,977	)
	Foreign currency translation adjustment		—		—			—			831			831
	Cancellation of retained deficit under plan of reorganization		—		—			800,968			35,173			836,141
	Issuance of common stock and adjustment of paid-in capital under plan of reorganization		100		(835,729	)		—			—			(835,629	)

Balance February 28, 2002			100		211,800			—			—			211,900

Reorganized Company:
	Net loss		—		—			(15,636	)		—			(15,636	)
	Foreign currency translation adjustment		—		—			—			4,724			4,724
	Change in fair value of derivative instrument		—		—			—			(56	)		(56	)

Balance June 30, 2002			100		211,800			(15,636	)		4,668			200,932

	Net income		—		—			3,427			—			3,427
	Foreign currency translation adjustment		—		—			—			6,589			6,589
	Reclassification adjustment for change in fair value of derivative		—		—			—			56			56
	Stock compensation		—		561			—			—			561

Balance June 29, 2003		$	100	$	212,361		$	(12,209	)	$	11,313		$	211,565

The accompanying notes are an integral part of these consolidated financial statements.

F-7

AMF BOWLING WORLDWIDE, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)

			Reorganized Company					Predecessor Company
											Year ended December 31,
			Year ended June 29, 2003		Four Months ended June 30, 2002			Two Months ended February 28, 2002			Year ended December 31,
			Year ended June 29, 2003		Four Months ended June 30, 2002			Two Months ended February 28, 2002			2001			2000
Net income (loss)			$	3,427	$	(15,636	)	$	(18,977	)	$	(216,961	)	$	(181,476	)
Other comprehensive income (loss), net of tax:
	Foreign currency translation adjustment			6,589		4,724			831			(7,410	)		(13,270	)
	Change in fair value of derivative instrument			—		(56	)		—			—			—
	Reclassification adjustment for items included in net income			56		—			35,173			—			—

		Other comprehensive income (loss)		6,645		4,668			36,004			(7,410	)		(13,270	)

Total comprehensive income (loss)			$	10,072	$	(10,968	)	$	17,027		$	(224,371	)	$	(194,746	)

Supplemental comprehensive income (loss) information:
	Cumulative foreign currency translation gain (loss) adjustments		$	11,313	$	4,724		$	—		$	(36,004	)	$	(28,594	)
	Cumulative change in value of derivative instrument			—		(56	)		—			—			—

Total accumulated other comprehensive income (loss)			$	11,313	$	4,668		$	—		$	(36,004	)	$	(28,594	)

The accompanying notes are an integral part of these consolidated financial statements.

F-8

AMF BOWLING WORLDWIDE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share information and Note 17)

NOTE 1. BUSINESS DESCRIPTION—ORGANIZATION, CHAPTER 11 AND EMERGENCE

Organization

AMF Bowling Worldwide, Inc., a Delaware corporation ("Worldwide" and together with its subsidiaries, the "Company") is engaged in two business segments:

•: the operation of bowling centers in the United States ("U.S. Centers") and internationally ("International Centers" and collectively with U.S. Centers, "Centers"); and
•: the manufacture and sale of bowling equipment, such as automatic pinspotters, automatic scoring equipment, bowling pins, lanes, ball returns, lane machines, bowling center supplies and the resale of other related products, including bowling bags and shoes (collectively, "Products").

Centers is the largest operator of bowling centers in the world, and as of June 29, 2003, operated 378 bowling centers in the U.S. and 97 bowling centers in five foreign countries. As of June 29, 2003, Centers owned the real estate at 296 of its bowling centers and leased the real estate at 179 of its bowling centers.

Products is one of the two largest manufacturers of bowling center equipment in the world. Products revenue consists of two major sales categories:

•: New Center Packages ("NCPs"), which is all of the equipment necessary to outfit one lane at a new or existing bowling center; and
•: Modernization and Consumer Products, which is equipment used to upgrade an existing center; spare parts; pins; supplies and consumable products used in the operation of a center; and bowling balls and ancillary products for resale to bowlers. Products also manufactures and sells its Playmaster, Highland and Renaissance brands of billiard tables.

Worldwide serves as the corporate headquarters of the Company. Its employees provide certain management and administrative services for Centers and Products. Worldwide's business operations and operating assets are held in subsidiaries. U.S. Centers is primarily operated through AMF Bowling Centers, Inc. ("AMF Centers"), a wholly owned, indirect subsidiary of Worldwide. International Centers is operated through separate, indirect subsidiaries of Worldwide that operate bowling centers in various countries. Products is primarily operated through AMF Bowling Products, Inc. ("AMF Products"), which is a wholly owned, indirect subsidiary of Worldwide.

Change of Fiscal Year

On March 20, 2002, the Company's Board of Directors (the "Board") approved the change of the Company's fiscal year end from December 31 to the Sunday closest to June 30. This results in future fiscal years having 52 or 53 weeks. Previously, the Company's fiscal year ran from January 1 through December 31. The Company also adopted a retail calendar year, with each quarter comprised of one 5-week period and two 4-week periods. As a result of these changes, the fiscal year covered by this annual report began on July 1, 2002 and ended on June 29, 2003.

Background

In 1996, an investor group acquired the Company. At the time, the Company operated approximately 200 U.S. and 79 international bowling centers and also owned Products. In connection with the acquisition, the Company became a wholly owned subsidiary of AMF Group Holdings Inc. ("Group Holdings"), which was a wholly owned subsidiary of AMF Bowling, Inc. ("AMF Bowling").

F-9

The Company implemented a business strategy that included:

•: acquiring a significant number of bowling centers;
•: building a recognized national brand of bowling and entertainment centers; and
•: capitalizing on demand at that time for NCPs in certain international markets.

To finance this strategy, AMF Bowling completed an initial public offering of common stock in 1997 and a sale of zero coupon convertible debentures in 1998. The Company also borrowed under its senior secured credit agreement dated May 1, 1996, as amended and restated (the "Old Credit Agreement"), to fund its acquisition program.

In 1998, after acquiring approximately 260 bowling centers, management recognized that Centers revenue and cash flow from operations (as measured on a constant center basis) had generally declined. Rapid growth led to problems in integrating new centers and managing the expanded operations. At the same time, management recognized that Products revenue and cash flow from operations were declining as demand for NCPs dropped and product quality and order fulfillment problems began to adversely impact sales. These problems caused the Company to curtail its acquisition program and focus on improving operations.

In mid-1999, management implemented initiatives designed to improve the Company's performance. It soon became apparent that these initiatives would take longer than expected and that projected cash flows were insufficient to service long term debt obligations and that the filing of a voluntary petition for relief under Chapter 11 ("Chapter 11"), Title 11 of the United States Bankruptcy Code, was probably the most effective way to restructure the Company's balance sheet.

Chapter 11 and Emergence

On July 2, 2001 (the "Petition Date"), Worldwide and certain of its U.S. subsidiaries (collectively, the "Debtors") filed voluntary petitions for relief under Chapter 11 with the United States Bankruptcy Court for the Eastern District of Virginia, Richmond Division (the "Bankruptcy Court"). After the Petition Date, AMF Bowling, Inc. ("AMF Bowling") the Company's former indirect parent, filed a separate petition for relief under Chapter 11.

On February 1, 2002, the Bankruptcy Court confirmed the Second Amended Second Modified Joint Plan of Reorganization (the "Plan") of the Debtors. The Plan became effective on March 8, 2002 (the "Effective Date"), which is the date on which the Debtors formally emerged from Chapter 11. As described in "Note 8. Long-Term Debt," as part of the Plan, the Company entered into a senior secured credit agreement with Bankers Trust Company, as Administrative Agent, and certain other lenders dated as of February 28, 2002 (the "Credit Agreement"). The Company also entered into an indenture dated as of March 8, 2002 (the "Indenture"), providing for the issuance of $150,000 aggregate principal amount of 13.00% Senior Subordinated Notes due 2008 (the "Subordinated Notes").

Pursuant to the Plan, as of the Effective Date:

•: all indebtedness under the Old Credit Agreement, its 10⁷/8% Series B Senior Subordinated Notes due 2006 (the "Old Senior Subordinated Notes") and its 12¹/4% Series B Senior Subordinated Discount Notes due 2006 (the "Old Senior Subordinated Discount Notes," and collectively with the Old Senior Subordinated Notes, the "Old Subordinated Notes") and substantially all of the Company's other pre-Petition Date indebtedness were discharged;

F-10

•: the Company borrowed $290,000 under a term facility (the "Term Facility") and $10,000 under a $60,000 revolving credit facility (the "Revolver") provided by the Credit Agreement and used these funds to make cash payments to satisfy certain claims and expenses under the Plan;
•: the shares of common stock of Worldwide held by its former direct parent, AMF Group Holdings Inc. ("Group Holdings"), were cancelled;
•: Worldwide distributed 9,249,987 shares of new common stock, $0.01 par value (the "Common Stock") and $150,000 of Subordinated Notes and paid $286,700 in cash to its former secured creditors under the Old Credit Agreement (the "Former Secured Creditors") in full satisfaction of their claims; and
•: Worldwide issued options to certain members of management to purchase shares of Common Stock and granted a restricted stock award to its chief executive officer.

Pursuant to the Plan, after the Effective Date, the Company:

•: distributed to the holders of the Old Subordinated Notes and to certain other holders of allowed unsecured claims under the Plan an aggregate of 708,702 shares of Common Stock, 1,667,677 Series A Warrants (the "Series A Warrants") and 1,629,342 Series B Warrants (the "Series B Warrants" and collectively with the Series A Warrants, the "Warrants") in full satisfaction of their claims; and
•: will distribute to the Debtors' remaining former unsecured non-priority creditors (the "Remaining Former Unsecured Creditors") up to 41,297 shares of Common Stock, 97,028 Series A Warrants and 94,795 Series B Warrants in full satisfaction of their claims.

Upon distribution of all shares of Common Stock under the Plan, the Company will have issued approximately 10,000,000 shares of Common Stock.

AMF Bowling, the indirect parent of Worldwide prior to the Effective Date, did not receive any distribution under the Plan based upon its equity interest in Group Holdings. The Company is no longer affiliated with AMF Bowling or Group Holdings.

NOTE 2. BASIS OF PRESENTATION

The Company's consolidated financial statements have been prepared in accordance with the American Institute of Certified Public Accountants' Statement of Position 90-7, "Financial Reporting by Entities in Reorganization under the Bankruptcy Code" ("SOP 90-7"), which provides guidance for financial reporting by entities that have filed petitions under the Bankruptcy Code and have reorganized in accordance with the Bankruptcy Code.

All significant intercompany balances and transactions have been eliminated in the consolidation. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.

The Company, as it existed prior to March 8, 2002, is sometimes referred to as the "Predecessor Company" and, as it existed on and after March 8, 2002, is sometimes referred to as the "Reorganized Company."

F-11

The following table describes the periods presented in these consolidated financial statements and related notes thereto:

Period		Referred to as
Results for the Reorganized Company from July 1, 2002 through June 29, 2003		"Fiscal Year 2003"
Results for the Predecessor Company from January 1, 2002 through February 28, 2002		"Predecessor Company 2002 Two Months"
Results for the Reorganized Company from March 1, 2002 through June 30, 2002		"Reorganized Company 2002 Four Months"
Combined Reorganized Company 2002 Four Months and Predecessor Company 2002 Two Months		"Transition Period"
Combined Predecessor Company Six Months ended December 31, 2001 and Transition Period		"Fiscal Year 2002"
Results for the Predecessor Company from January 1, 2001 through June 30, 2001		"Predecessor Company 2001 Six Months"
Results for the Predecessor Company from January 1 through December 31, 2001, and 2000, respectively		"Fiscal Year 2001" and "Fiscal Year 2000," respectively

NOTE 3. FRESH START ACCOUNTING

In connection with its emergence from Chapter 11, the Company applied fresh start accounting effective February 28, 2002 to its financial statements in accordance with SOP 90-7. Under SOP 90-7, the reorganization value of the Company, which was established for purposes of the Plan, was allocated to its various assets in accordance with Statement of Financial Accounting Standards ("SFAS") No. 141 "Business Combinations" and its liabilities were stated at their present values.

Although the Effective Date of the Plan was March 8, 2002, the consummation of the Plan has been reflected as of February 28, 2002, the end of the Company's most recent fiscal month prior to the Effective Date. The operating results and cash flows of the Reorganized Company and the Predecessor Company are separately presented as a result of the application of fresh start accounting at February 28, 2002. The financial statements of the Company after the Effective Date are not comparable with the Predecessor Company's financial statements.

The Company's unaudited consolidated balance sheet as of February 28, 2002 is set forth below. It reflects the pro forma effect of the cancellation of indebtedness under the Plan, the application of fresh start accounting, borrowing under the Credit Agreement and the issuance of the Subordinated Notes. The balance sheet should be reviewed in conjunction with the corresponding notes and the audited consolidated financial statements contained elsewhere herein.

F-12

AMF Bowling Worldwide, Inc.
Consolidated Balance Sheet
February 28, 2002
(unaudited)

			Before Consummation of the Plan February 28, 2002 (a)			Reorganization Adjustments			Other Adjustments			Reorganized Company February 28, 2002
ASSETS
Current assets:
	Cash and cash equivalents		$	48,537		$	1,557	(b)	$	—		$	50,094
	Accounts and notes receivable, net			23,376			—			—			23,376
	Inventories, net			45,121			—			—			45,121
	Advances and deposits			14,952			—			—			14,952

		Total current assets		131,986			1,557			—			133,543
Property and equipment, net and other long lived assets				706,385			11,743	(b)		(65,991	)(c)		652,137

		Total assets	$	838,371		$	13,300		$	(65,991	)	$	785,680

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable		$	21,424		$	—		$	—		$	21,424
	Accrued expenses and other			94,021			—			—			94,021
	Current portion of long-term debt			616,395			(616,395	)(d)		—			—
				—			10,000	(b)		—			10,000

		Total current liabilities		731,840			(606,395	)		—			125,445
Long-term debt, less current portion				3,107			440,000	(b)		—			443,107
Liabilities subject to resolution				599,799			—			(595,108	)(c)		4,691
Other long-term liabilities				537			—			—			537

		Total liabilities		1,335,283			(166,395	)		(595,108	)		573,780

Total stockholders' equity (deficit)				(496,912	)		179,695			529,117			211,900

		Total liabilities and stockholders' equity	$	838,371		$	13,300		$	(65,991	)	$	785,680

(a): The historical balance sheet and the other historical financial statements and data relating to the Predecessor Company do not reflect the effects of fresh start accounting.
(b): Reflects amounts borrowed under the Credit Agreement and the issuance of the Subordinated Notes. Amounts recorded in property and equipment, net and other long lived assets, include the deferred financing costs associated with the Credit Agreement.
(c): Reflects the application of SOP 90-7, including debt extinguishment and the write-down of certain long lived assets to reflect the reorganization value.
(d): Reflects the cancellation of debt outstanding under the Old Credit Agreement pursuant to the Plan.

F-13

Historical Financial Statements

The accompanying historical consolidated financial statements for periods prior to January 1, 2002 do not reflect the effects resulting from the Company's emergence from the Chapter 11 proceeding but instead represent the financial position and capital structure as of the dates indicated. As such, among other things, the historical consolidated financial statements do not reflect the effects of the cancellation of indebtedness that resulted from the Chapter 11 proceeding, the Company's post-Plan capital structure or the application of fresh start accounting. The application of fresh start accounting resulted in the revaluation of the Company's long lived assets. This revaluation lowered depreciation and amortization expense in periods subsequent to February 2002. Also, in accordance with SFAS No. 142 "Goodwill and Other Intangible Assets," the Company wrote off its goodwill effective January 1, 2002, significantly reducing amortization expense in periods subsequent to December 31, 2001.

NOTE 4. SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The more significant estimates made by management include allowances for obsolete inventory, uncollectible accounts receivable, recoverability of goodwill, long-lived assets, deferred tax assets and reserves for litigation and claims, product warranty costs, and self-insurance costs. Actual results could differ from those estimates.

Cash and Cash Equivalents

All highly liquid fixed-income investments purchased with an original maturity of three months or less are classified as cash equivalents. The Company's cash equivalents consist primarily of money market funds of approximately $45.3 million and $19.6 million at June 29, 2003 and June 30, 2002, respectively.

Trade Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses in the Company's existing accounts receivable. The Company determines the allowance based on historical write-off experience and reviews it quarterly. Past due balances meeting specific criteria are reviewed individually for collectibility. All other balances are reviewed on a pooled basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

Revenue Recognition

Products revenue is separated into two categories. Consumable products such as parts and supplies are generally recognized upon shipment. Revenue for equipment sales, which typically require installation, is recognized based on the terms of the contract, generally upon delivery to the customer. Typically, revenue recognition is deferred until delivery is verified. Installation services, if required, are generally performed by subcontractors, and the related revenue is recognized upon completion of the services.

F-14

Centers revenue is recognized at the time the service is provided.

Inventories

Products inventory is valued at the lower of cost or market on a first-in, first-out basis. Centers inventory is valued at the lower of cost or market, with cost being an average cost method.

Long-Lived Assets

Long-lived assets that are deemed impaired are recorded at the lower of the carrying amount or fair value in accordance with SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets." Long-lived assets are reviewed for impairment when circumstances indicate the carrying value of an asset may not be recoverable. For assets that are to be held and used, an impairment is recognized when the estimated undiscounted cash flows associated with the asset or group of assets is less than their carrying value. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and the fair value. Fair values are determined based on quoted market values, discounted cash flows or internal and external appraisals, as applicable. Assets held for sale are carried at the lower of carrying value or estimated net realizable value.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated principally on the straight-line method over the estimated useful lives. Estimated useful lives of property and equipment are as follows:

Buildings and improvements		5-40 years
Leasehold improvements		lesser of the estimated useful life or term of the lease
Bowling and related equipment		5-10 years
Manufacturing equipment		2-7 years
Furniture and fixtures		3-8 years

Expenditures for routine maintenance and repairs which do not improve or extend the life of an asset are charged to expense as incurred. Major renewals or improvements are capitalized and amortized over the lesser of the remaining life of the asset or, if applicable, lease term. Upon retirement or sale of an asset, its cost and related accumulated depreciation are removed from property and equipment and any gain or loss is recognized.

Goodwill

Goodwill represents the excess of the purchase price of acquisitions over the allocation among the acquired assets and liabilities in accordance with estimates of fair market value on the dates of acquisition. Through December 31, 2001, goodwill was being amortized over 40 years.

Effective January 1, 2002, the Company adopted SFAS No. 142 "Goodwill and Other Intangible Assets," which specifies goodwill and certain intangible assets are no longer amortized, but are subject to periodic impairment testing. In conjunction with the adoption of SFAS No. 142, the Company wrote off all goodwill in the amount of $718,414. The write off of goodwill is presented as a cumulative effect of change in accounting for goodwill in the Predecessor Company 2002 Two Months.

Amortization expense was $20,888 in Fiscal Year 2001 and $20,861 in Fiscal Year 2000. Accumulated amortization of goodwill was $116,433 and $95,545 at December 31, 2001 and December 31, 2000, respectively.

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Warranty Costs

Generally, Products warrants all new products for periods of approximately one year. Products charges to expense an estimated amount for future warranty obligations, and also offers customers the option to purchase extended warranties on certain products. Warranty expense was $987 in Fiscal Year 2003, $504 for the Reorganized Company Four Months, $273 for the Predecessor Company Two Months, $3,340 in Fiscal Year 2001, and $1,386 in Fiscal Year 2000, and is included in cost of goods sold.

Leasehold Interests

Leasehold interests, net of accumulated amortization, were $26,496 as of December 31, 2001. Leasehold interests represented favorable lease terms resulting from the Goldman Sachs acquisition in May 1996 (See Note 1), which were comprised of the difference between amounts due under the contractual lease rate compared with the market rate for that lease. Leasehold interests were amortized over the life of each lease. Amortization expense was $584 in Predecessor Company 2002 Two Months, $4,230 in Fiscal Year 2001, and $5,577 in Fiscal Year 2000. As a result of the asset revaluation performed in conjunction with the application of fresh start accounting on February 28, 2002, favorable leases were written down to $3,100 as of the Effective Date. Accumulated amortization as of June 29, 2003 is $236.

Income Taxes

Worldwide and its subsidiaries are taxable corporations under the Internal Revenue Code of 1986, as amended (the "Code"). Income taxes are accounted for using the asset and liability method under which deferred income taxes are recognized for the tax consequences in future years of temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities.

Advertising Costs

Costs incurred for advertising are expensed when incurred. The amounts expensed were $17,351 in Fiscal Year 2003, $6,554 in the Reorganized Company Four Months, $2,770 in the Predecessor Company Two Months, $22,556 in Fiscal Year 2001, and $26,898 in Fiscal Year 2000, with $15,679, $5,190, $2,500, $19,547, and $20,873, respectively, included in bowling center operating expenses for Centers, and $1,672, $1,364, $270, $3,009, and $6,025, respectively, included in selling, general and administrative expenses for Products and corporate.

Foreign Currency Translation

All assets and liabilities of the international operations are translated from foreign currencies into U.S. dollars at exchange rates in effect at the end of each fiscal period. Adjustments resulting from the translation of financial statements of international operations into U.S. dollars are included in the foreign currency translation adjustment in the accompanying consolidated balance sheets, statements of stockholders' equity and statements of comprehensive income (loss). Revenue and expenses of international operations are translated using average exchange rates that existed during each fiscal period and reflect currency exchange gains and losses resulting from transactions conducted in other than local currencies. Transactions in foreign currencies resulted in a net gain of $3,651 in Fiscal Year 2003 and $3,030 during the Transition Period and net losses of $4,185 in Fiscal Year 2001 and $2,338 in Fiscal Year 2000, and are included in other expenses.

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Fair Value of Financial Instruments

The carrying value of financial instruments, including cash and cash equivalents and short-term debt, approximates fair value at June 29, 2003 and June 30, 2002 because of the short maturity of these instruments. The fair value of the Term Facility and the Subordinated Notes at June 29, 2003 was $262,200 and $163,500, respectively.

Self-Insurance Programs

The Company is self-insured up to certain amounts for general and product liability, workers' compensation, certain health care coverage, and property damage. The cost of these self-insurance programs is accrued based upon estimates of settlements and costs for known and anticipated claims. The Company recorded an estimated amount to cover known claims and claims incurred but not reported as of June 29, 2003, June 30, 2002, December 31, 2001 and December 31, 2000 which is included in accrued expenses.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) consists of the foreign currency translation adjustment and change in fair value of derivative instrument on the accompanying consolidated balance sheets and statements of stockholders' equity.

Earnings Per Share, Including Pro Forma Effects of Stock-Based Compensation

Basic earnings per share is computed using the weighted average number of outstanding shares of Common Stock during the period. Diluted loss per share adjusts the weighted average for the potential dilution that could occur if stock options, warrants or restricted stock were exercised or converted into Common Stock. Diluted loss per share is the same as basic loss per share for the Reorganized Company Four Months because the effects of such items are anti-dilutive due to the Company's losses. The weighted average number of shares of Common Stock outstanding for the Reorganized Company Four Months is 10,000,000, which represents the number of shares that will be ultimately issued under the Plan. The computation for basic and diluted earnings (loss) per share is as follows:

		Reorganized Company
		Year Ended June 29, 2003		Four Months Ended June 30, 2002
Earning (loss)		$	3,427	$	(15,636	)
Average shares of common stock outstanding:
	Basic		10,000		10,000
	Effect of stock options and warrants		109		—

	Diluted		10,109		10,000
Earnings (loss) per share:
	Basic	$	0.34	$	(1.56	)
	Diluted		0.34		(1.56	)

At June 29, 2003, the Company has one stock-based employee compensation plan, which is described more fully in Note 14. The Company currently uses the intrinsic value method of accounting for stock based employee compensation in accordance with Accounting Principles Board ("APB")

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Opinion No. 25 "Accounting for Stock Issued to Employees." Under APB Opinion No. 25, compensation expense is based upon the difference, if any, between the fair value of the Company's stock and the exercise price on the date of the grant. Options to purchase common stock granted to other than employees as consideration for services rendered are measured at fair value and are recognized as the services are provided. If the Company had elected to recognize compensation expense based on the fair value of all stock awards at grant date as prescribed by SFAS No. 123 "Accounting for Stock-Based Compensation," the net income (loss) and net income (loss) per basic and diluted share for the Reorganized Company year ended June 29, 2003 and the four months ended June 30, 2002 would have been reflected as the pro forma amounts shown below:

		Reorganized Company
		Year Ended June 29, 2003			Four Months Ended June 30, 2002
Net income (loss), as reported		$	3,427		$	(15,636	)
Stock-based employee compensation under APB 25			561			—
Pro forma stock-based employee compensation expense under SFAS No. 123			(2,716	)		(737	)

Net income (loss), pro forma		$	1,272		$	(16,373	)

Net income (loss) per common share of stock, as reported
	Basic	$	0.34		$	(1.56	)
	Diluted		0.34			(1.56	)
Net income (loss) per common share of stock, pro forma
	Basic	$	0.13		$	(1.64	)
	Diluted		0.13			(1.64	)
Weighted average shares
	Basic		10,000			10,000
	Diluted		10,109			10,000

The fair value of each stock option grant is estimated at the time of the grant using the Black-Scholes option-pricing model. Pro forma net income (loss) and net income (loss) per share disclosures are computed by amortizing the estimated fair value of the grants over the respective vesting periods. The weighted average assumptions used in the model for the Company and the resulting weighted average grant date estimates of fair value are as follows:

		Reorganized Company
		Year ended June 29, 2003			Four Months ended June 30, 2002
Assumptions:
	Expected dividend yield		0.00	%		0.00	%
	Expected volatility		45.00	%		30.00	%
	Risk-fee interest rate		3.19	%		4.09	%
	Expected term (in years)		5.2			5.0
Fair Value Estimates:
	In thousands	$	8,463		$	6,637
	Per share	$	8.95		$	7.22

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Recent Accounting Pronouncements

On July 1, 2002, the Company adopted the provisions of SFAS No. 145 "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections." The most significant provisions of SFAS No. 145 address the termination of extraordinary item treatment for gains and losses on certain extinguishments of debt. The Company modified the presentation of its financial results for the Transition Period with respect to its gain on discharge of debt, such that the previously reported gain is no longer classified as extraordinary.

On July 1, 2002, the Company adopted the provisions of SFAS No. 143 "Accounting for Asset Retirement Obligations." This statement addresses the obligations and asset retirement costs associated with the retirement of tangible long lived assets. The adoption of this standard did not have a material effect on the Company's results of operations or financial condition.

On January 1, 2003, the Company adopted the provisions of SFAS No. 146 "Accounting for Costs Associated with Exit or Disposal Activities." The provisions of SFAS No. 146 modify the accounting for the costs of exit and disposal activities by requiring that liabilities for those activities be recognized when the liability is incurred. Previous accounting literature permitted recognition of some exit and disposal liabilities at the date of commitment to an exit plan. SFAS No. 146 became effective for exit and disposal activities that were initiated after December 31, 2002. The adoption of this standard did not have a material impact on the Company's results of operations or financial condition.

On January 1, 2003, the Company adopted the provisions of the Financial Accounting Standards Board ("FASB") Interpretation No. 45 ("FIN 45") "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." The provisions of this interpretation clarify the accounting for and disclosures of certain guarantees and requires the Company to record the fair value of any equipment sale repurchase agreements (as discussed in Note 12) that are executed or modified after December 31, 2002. FIN 45 became effective for guarantees issued or modified on or after January 1, 2003, and did not have a material impact on the Company's financial position as of June 29, 2003, or results of operations for the fiscal year 2003.

In December 2002, the FASB issued SFAS No. 148 "Accounting for Stock-Based Compensation—Transition and Disclosure," which amends SFAS No. 123. SFAS No. 148 provides alternative methods of transition to the fair value method of accounting for stock-based employee compensation, and also amends the transition and annual disclosure provisions of SFAS No. 123. SFAS No. 148's amendment of disclosure provisions of SFAS No. 123 are effective for fiscal years ended after December 15, 2002. The Company has complied with these disclosure requirements and the adoption of this standard did not have a material impact on the Company's results of operations or financial condition.

In May 2003, the FASB issued SFAS No. 150 "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150 requires that certain financial instruments be classified as a liability or an asset in some instances. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Company adopted the provisions of this standard as of June 30, 2003. The Company does not expect the adoption of this statement to have a material effect on the Company's results of operations or financial condition or impact its classification of any financial instruments.

On June 30, 2003, the Company adopted the provisions of the FASB's Emerging Issues Task Force ("EITF") 00-21 "Revenue Arrangements with Multiple Deliverables." EITF 00-21 provides a model for

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use, in the context of a multiple deliverable arrangement, in determining how the arrangement consideration should be measured. The guidance in this EITF is effective for revenue arrangements entered into in periods beginning after June 15, 2003. The Company does not expect the adoption of this statement to have a material effect on the Company's results of operations or financial condition.

Reclassifications

Certain amounts in the financial statements and supporting footnotes have been reclassified to conform to the current year's classification.

NOTE 5. INVENTORIES, NET

Inventories, net of obsolescence reserves at June 29, 2003 and June 30, 2002 consist of the following:

			June 29, 2003		June 30, 2002
Products, at FIFO:
	Raw materials		$	4,117	$	6,955
	Work in progress			4,929		3,668
	Finished goods and spare parts			17,283		20,312
Centers, at average cost:
	Merchandise and spare parts			7,672		7,966

		Total inventories	$	34,001	$	38,901

NOTE 6. PROPERTY AND EQUIPMENT, NET

Property and equipment, net at June 29, 2003 and June 30, 2002 consist of:

		June 29, 2003			June 30, 2002
Land		$	117,267		$	115,570
Buildings and improvements			306,765			287,655
Equipment, furniture and fixtures			249,200			216,641
Other			4,087			5,708

			677,319			625,574
Less accumulated depreciation			(108,710	)		(20,400	)

	Net property and equipment	$	568,609		$	605,174

Depreciation expense related to property and equipment was $79,748 in Fiscal Year 2003, $28,782 in the Reorganized Company Four Months, $16,383 in the Predecessor Company Two Months, $101,184 in Fiscal Year 2001, and $104,608 in Fiscal Year 2000.

Equipment under a capital lease amounted to $1,938 as of June 29, 2003 and June 30, 2002. Accumulated depreciation of the leased equipment was $1,051 and $666 at June 29, 2003 and June 30, 2002, respectively.

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NOTE 7. ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities at June 29, 2003 and June 30, 2002 consist of:

		June 29, 2003		June 30, 2002
Accrued compensation		$	14,697	$	14,247
Accrued interest			9,604		8,613
Accrued professional fees			6,324		10,110
Accrued taxes and licenses			7,580		9,243
Accrued center closing costs			618		2,408
Accrued warranty expense			1,494		2,726
Accrued income taxes			6,870		9,500
Accrued insurance			9,475		6,283
Other			27,710		28,089

	Total accrued liabilities	$	84,372	$	91,219

NOTE 8. LONG-TERM DEBT

As discussed in Note 1, the Debtors filed voluntary petitions for relief under Chapter 11 on the Petition Date. As further discussed in Note 1, upon emergence from Chapter 11, the debt that the Predecessor Company had in place prior to the Effective Date was terminated, discharged or re-instated.

Credit Agreement

As of February 28, 2002, the Company entered into the Credit Agreement that consists of a $290,000 Term Facility maturing in February 2008 and a $45,000 Revolver maturing in February 2007. On December 19, 2002, after reviewing the Company's future liquidity requirements, the Company voluntarily and permanently reduced the Revolver as provided in the Credit Agreement, from $60,000 to $45,000. This reduction will result in lower commitment fees in future periods.

Outstanding borrowings under the Term Facility bear interest equal to either the adjusted Eurodollar rate (as defined in the Credit Agreement) plus the applicable margin (4.00% to 4.50%) or the Base Rate (as defined in the Credit Agreement) plus the applicable margin (3.00% to 3.50%), at the Company's option depending on certain financial ratios. The interest rate in effect at June 29, 2003 was 5.69%. Outstanding borrowings under the Revolver bear interest equal to the adjusted Eurodollar rate plus the applicable margin (3.25% to 4.00%) or the Base Rate plus the applicable margin (2.25% to 3.00%), at the Company's option depending on certain financial ratios. The Company pays a commitment fee of 0.50% on the unused portion of the Revolver. Drawings under the Revolver are subject to the fulfillment of certain conditions. The Credit Agreement contains certain restrictive covenants, including the achievement of certain financial covenants and maximum levels of capital expenditures. As of June 29, 2003, there were no borrowings outstanding under the Revolver. Outstanding standby letters of credit issued under the Revolver, as of June 29, 2003, totaled $9,238, leaving $35,762 available for additional borrowings or letters of credit. The principal amount of the Term Facility must be repaid on a quarterly basis in the amounts and at the times specified in the Credit Agreement, with a final principal payment of $143,853 due on February 28, 2008. Scheduled quarterly principal payments for fiscal year 2004 will range from $1,900 to $7,400 and $2,500 to $9,800

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for the quarters thereafter. All payments are due on the last day of the calendar quarter. The Company made a principal payment of $2,098 on June 30, 2003 which is not reflected in the consolidated balance sheet at June 29, 2003. Repayment also is required in amounts specified in the Credit Agreement for certain events including unreinvested asset sale proceeds and equity and debt offering proceeds. The Credit Agreement requires the frequency of interest payments not to be less than quarterly and an annual mandatory prepayment of the Term Facility based on a percentage of free cash flow, ranging from 25-75%, as specified in the Credit Agreement. The obligations of Worldwide under the Credit Agreement are secured by substantially all of the Company's U.S. assets and a 66% pledge of the capital stock of certain first tier foreign subsidiaries. Certain of the Company's U.S. subsidiaries have guaranteed, or are directly obligated on, the Credit Agreement. The Credit Agreement contains certain events of default including cross default provisions.

Pursuant to the Credit Agreement, the Company was required to calculate the amount of a mandatory prepayment of the Term Facility based on consolidated excess cash flow, as defined in the Credit Agreement, for the transition period from January 1, 2002 through June 30, 2002. The Company deposited $11,720 on October 18, 2002 into an account held by the Administrative Agent, which applied the prepayment to the Term Facility on November 7, 2002 upon expiration of a Eurodollar loan contract. For the fiscal year ended June 29, 2003, the Company calculated a mandatory prepayment of $24,372 based on consolidated excess cash flow, $23,260 of which was paid and applied to the Term Facility on August 28, 2003. The remaining $1,112 is scheduled to be paid on October 8, 2003 upon expiration of a Eurodollar loan contract. The prepayments reduced the remaining scheduled principal payments on a pro rata basis.

Subordinated Notes

As of the Effective Date and pursuant to the Plan, the Company issued $150,000 aggregate principal amount of 13.00% Senior Subordinated Notes due September 2008 with interest payable semi-annually. The Subordinated Notes were issued pursuant to the Indenture. The Subordinated Notes are expressly subordinated to the payment of the Credit Agreement and any other senior indebtedness of the Company; contain affirmative and negative covenants generally no more restrictive than those contained in the Credit Agreement; contain certain events of default including cross default provisions; are unsecured; and have the benefit of guarantees of certain of the U.S. subsidiaries of the Company. Subject to certain exceptions, the Subordinated Notes may not be redeemed at the Company's option before March 1, 2005. Thereafter, the Subordinated Notes are redeemable in the manner provided in the Indenture at redemption prices equal to 106.50% during the 12 month period beginning March 1, 2005, 103.25% during the 12 month period beginning March 1, 2006 and 100.00% beginning on March 1, 2007 and thereafter. Upon the occurrence of both a change of control of the Company (as defined in the Indenture) and a ratings decline (as defined in the Indenture), the Company is required to offer to purchase the Subordinated Notes at 101.00% of their principal amount, plus accrued interest, and has the option to redeem the Subordinated Notes at 110.00% of their principal amount, plus accrued interest.

F-22

Future minimum principal payments under the Term Facility and the Subordinated Notes shall be as follows:

Fiscal Year	Amount
2004	$	40,368
2005		25,379
2006		26,198
2007		26,198
2008		144,089
2009		150,000

DIP Loan

During the Chapter 11 proceeding, the Debtors had a $75,000 debtor-in-possession financing facility (the "DIP Loan") from a syndicate of banks, including Citibank N.A. ("Citibank"), as Collateral Agent and Administrative Agent. The DIP Loan permitted the Debtors to borrow up to $75,000 from time to time for general corporate and business purposes, subject to satisfaction of customary drawing conditions and the existence of no events of default. There were no amounts outstanding under the DIP Loan between December 31, 2001 and the Effective Date and the DIP Loan was terminated on the Effective Date. Borrowings under the DIP Loan bore interest at a rate of 1.50% over Citibank's customary base rate or, at the Company's option, 2.50% over LIBOR.

Prepetition Bank Debt

The Company's indebtedness under the Old Credit Agreement consisted of a $255,000 senior secured revolving credit facility and $365,100 senior secured term loan facilities (collectively, the "Old Bank Debt").

The Old Credit Agreement was terminated and the Old Bank Debt was satisfied upon the Company's emergence from Chapter 11. As a result of the default under the Old Bank Debt, which existed prior to the Petition Date, the Company paid interest to the Former Secured Creditors at Citibank's customary base rate plus a margin ranging from 2.75% to 3.75%. The interest rates included a 2% increment for default interest from January 1, 2001 until the Petition Date. After the Petition Date, the Company did not pay the 2% increment for default interest. From the Petition Date to the Effective Date, the unpaid 2% increment for default interest was included in the Former Secured Creditors allowed claim and satisfied under the Plan. Prior to cancellation on the Effective Date, the interest rates on the components of the Old Bank Debt ranged from 7.50% to 8.50%. During 2001 and through the Effective Date, no principal payments were made on the Old Bank Debt.

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Long-Term Debt Summary

The Company's long-term debt at June 29, 2003 and June 30, 2002 consists of:

		June 29, 2003			June 30, 2002
Term Facility		$	262,232		$	288,000
Revolver (a)			—			—
Subordinated Notes			150,000			150,000
Mortgage and equipment notes (b)			4,256			3,070

	Total debt		416,488			441,070
Current maturities			(40,901	)		(16,961	)

	Total long-term debt	$	375,587		$	424,109

(a): As of June 29, 2003, there was $35,762 available for borrowing under the Revolver, with no amounts outstanding and $9,238 of issued but undrawn standby letters of credit.
(b): As of June 29, 2003, represents debt under one mortgage note and three capitalized equipment leases.

Old Subordinated Notes

Under the Plan, claims of holders of the Old Subordinated Notes were satisfied in full by a pro rata distribution of Common Stock and Warrants. The Old Senior Subordinated Notes accrued interest at 10.875% and the Old Senior Subordinated Discount Notes accrued interest at 12.25%. As discussed below, in connection with the Chapter 11 proceeding, the Company stopped accruing interest under the Old Subordinated Notes during Fiscal Year 2001.

Interest Expense

As of the Petition Date, the Predecessor Company discontinued accruing interest on certain prepetition debt that management believed would receive little, if any, distribution under the Plan (primarily the Old Subordinated Notes). If such interest had been accrued from July 1, 2001 through the Effective Date, interest expense for the year ended June 30, 2002 would have been approximately $42,060 higher than the amount reported.

NOTE 9. LIABILITIES SUBJECT TO RESOLUTION

Liabilities subject to resolution in the Chapter 11 proceeding at June 29, 2003 and June 30, 2002 were $1,323 and $3,556, respectively. These balances consist primarily of real and personal property taxes expected to be paid upon settlement of the claim or over a six year period.

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NOTE 10. REORGANIZATION ITEMS, NET AND OTHER CHARGES

Reorganization Items, Net

Reorganization items, net for Fiscal Year 2003, the Predecessor Company 2002 Two Months and Fiscal Year 2001consist of:

		Reorganized Company			Predecessor Company
		Year ended June 29, 2003			Two months ended February 28, 2002			Year ended December 31, 2001
Professional fees (a)		$	—		$	10,303		$	19,783
Provision for center closing			—			—			22,396
Write off deferred financing costs (b)			—			—			9,068
Claims settlement (c)			—			4,757			—
Employee retention program (d)			—			—			2,447
Other (e)			(341	)		(1,772	)		3,037

	Total	$	(341	)	$	13,288		$	56,731

(a): Included amounts for legal, accounting and financial advisory fees related to the Chapter 11 proceeding. As of June 29, 2003, $876 is accrued for professional fees.
(b): Represented financing costs associated with amounts borrowed under the Old Credit Agreement and with the issuance of the Old Subordinated Notes.
(c): Included amounts reserved for the settlement of administration claims, property tax interest and penalties and the related professional fees. As of June 29, 2003, $2,042 is accrued for claims settlement.
(d): Represented a bonus, severance and retention program approved by the Bankruptcy Court to ensure the retention of certain employees who were actively involved in the Company's restructuring.
(e): Includes the reversal of $3,180 in the Predecessor Company Two Months that was accrued in connection with the sale of its South American bowling centers and $341 in Fiscal Year 2003 for the reversal of estimated expenses accrued in Fiscal Year 2001. As of June 29, 2003, $455 is accrued for other estimated expenses.

Refinancing Costs

In Fiscal Year 2001, the Company recorded approximately $12,970 of refinancing charges related to the proposed restructuring of debt. The charges primarily included amounts paid prior to the Petition Date for legal and advisory services and certain payments made in connection with employee retention programs.

In Fiscal Year 2000, the Company recorded $6,500 of refinancing charges related to proposed restructuring of long-term debt. The charges primarily include amounts paid for legal and advisory services.

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Restructuring Charges

In the Reorganized Company 2002 Four Months, Products recorded charges of approximately $3,900 for Products to move from a direct sales force in the People's Republic of China, Hong Kong and India to sales through distributors. In the Reorganized Company 2002 Four Months, Centers recorded charges of approximately $520 for the intended sale or closure of the four bowling centers that it operates in Hong Kong. These charges were partially offset by the reversal of accruals previously recorded related to the closure of certain international operations and for severance obligations.

In the Predecessor Company 2002 Two Months, the Company recorded charges of approximately $300 primarily related to Products restructuring of its European sales and service network and Centers closure and sale of its golf driving ranges.

In Fiscal Year 2001, the Company recorded restructuring charges of approximately $2,100 related primarily to severance and other employee expenses.

In Fiscal Year 2000, the Company recorded restructuring charges of approximately $3,400 primarily related to a plan to close the Products Korean operations and sales office. The restructuring charges related primarily to employee termination benefits and contract cancellations. As of December 31, 2001, the Company had no remaining payments related to these restructuring charges.

Asset Impairment Charges

In Fiscal Year 2003, Fiscal Year 2001, and Fiscal Year 2000, the Company recorded asset impairment charges of approximately $1,138, $3,500, and $1,600, respectively, representing the difference between the fair market value and carrying value of impaired assets. The asset impairment charges relate to under-performing bowling centers which were subsequently closed. Fair market value is generally determined based on the average sales proceeds from previous sales of idle bowling centers.

Special Charges and Other

In Fiscal Year 2000, the Company recorded certain charges totaling $39,200 to reflect: (i) revaluation of inventory levels in the context of Products business conditions ($12,000), (ii) the write down of U.K. property and equipment no longer in service ($6,200), (iii) reconciliation of certain intercompany differences ($5,300), (iv) costs associated with the exit of certain distributor arrangements or markets ($5,000), (v) the impact of the net present value of leases related to centers scheduled to be closed ($2,800) (vi) the increase in insurance claims experience that resulted from the enhancement of benefits to U.S. bowling center employees and the occurrence of certain unusual incidents at some bowling centers ($2,200) and (vii) other charges ($5,700).

NOTE 11. INCOME TAXES

The Company was included in the consolidated federal and certain consolidated state income tax returns of its former parent, AMF Bowling, through March 8, 2002. For the period from March 9 through December 31, 2002, the Company filed consolidated federal and certain state income tax returns separate from AMF Bowling. The Company has a December 31 year-end for income tax purposes.

Realization of deferred tax assets associated with deductible temporary differences, the net operating losses ("NOLs") and foreign tax credit carryforwards is dependent on generating sufficient

F-26

future taxable income. Based on historical and expected future taxable earnings, management believes it is more likely than not that the Company will not realize the benefit of deferred tax assets, and, accordingly, the Company has established a valuation allowance for the full amount of the net deferred tax asset. Further, as discussed below, such deferred tax assets have been substantially reduced by the income tax implications of the Chapter 11 proceeding.

As of June 29, 2003, the Company has not recorded U.S. deferred income taxes on certain undistributed earnings of its foreign subsidiaries and equity affiliates. It is expected that these earnings will either be permanently reinvested in the operations within the respective country or, if repatriated, will be substantially offset by tax credits or NOLs.

As a result of the Chapter 11 proceeding, the Company must generally reduce its tax attributes, such as NOLs, tax credits, capital loss carryforwards and tax basis in its assets, by any cancellation of indebtedness ("COD") income realized. COD income is the amount of indebtedness discharged in the Chapter 11 proceeding. These circumstances will result in the elimination of the NOLs and tax credits existing on March 8, 2002 and a substantial reduction of the tax basis in the stock of certain subsidiaries.

Since the Plan provides for substantial changes in Worldwide's ownership, there will be annual limitations on the utilization of federal and certain state NOL carryforwards and net unrealized built-in losses existing on the Effective Date. This annual limitation is $10,616. The net unrealized built-in loss items existing on the Effective Date are only subject to the annual limitation for the five year period beginning with the tax year ended December 31, 2002 and ending with the tax year ended December 31, 2006.

The provision for income taxes for the year ended June 29, 2003, the Transition Period and each of the years ended December 31, 2001 and 2000 consists of:

		Reorganized Company					Predecessor Company
									Year ended December 31,
		Year ended June 29, 2003			Four Months ended June 30, 2002		Two Months ended February 28, 2002		Year ended December 31,
		Year ended June 29, 2003			Four Months ended June 30, 2002		Two Months ended February 28, 2002		2001		2000
Current income tax provision (benefit)
U.S. Federal		$	—		$	—	$	—	$	—	$	—
State and local			3,163			—		—		—		—
Foreign			(2,032	)		4,040		1,095		4,766		2,256

	Total current provision		1,131			4,040		1,095		4,766		2,256

Deferred income tax provision
U.S. Federal			—			—		—		—		—
State and local			—			—		—		—		—
Foreign			—			—		—		—		—

	Total deferred provision		—			—		—		—		—

	Total provision	$	1,131		$	4,040	$	1,095	$	4,766	$	2,256

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The provision for income taxes on continuing operations differs from the amount computed by applying the statutory rate to the income (loss) on continuing operations before income taxes primarily due to valuation allowances, foreign, state and local taxes, effects of the Chapter 11 proceeding and other permanent adjustments as follows:

			Reorganized Company						Predecessor Company
												Year ended December 31,
			Year ended June 29, 2003			Four Months ended June 30, 2002			Two Months ended February 28, 2002			Year ended December 31,
			Year ended June 29, 2003			Four Months ended June 30, 2002			Two Months ended February 28, 2002			2001			2000
Book income (loss) from operations before income taxes:
	United States		$	9,447		$	(12,009	)	$	703,628		$	(174,256	)	$	(141,319	)
	Foreign			(4,889	)		413			(3,096	)		(37,939	)		(37,377	)

		Total	$	4,558		$	(11,596	)	$	700,532		$	(212,195	)	$	(178,696	)

Tax provision (benefit) computed at statutory rate			$	1,595		$	(4,059	)	$	245,186		$	(74,268	)	$	(62,544	)
Increases (reductions) in taxes due to:
	Foreign income taxes			(2,032	)		4,040			1,095			4,766			2,256
	State and local income taxes, net			2,056			—			—			—			—
	Deconsolidated international subsidiaries			63			161			(285	)		—			—
Adjustments to deferred taxes due to bankruptcy				—			—			58,013			—			—
Other permanent items				977			247			74			—			—
Cancellation of debt				—			—			(271,181	)		—			—
Attribute write-down related to foreign subsidiaries adjustment				—			—			5,744			—			—
Change in valuation allowance for deferred tax assets				(8,379	)		5,920			(48,310	)		74,720			67,872
Miscellaneous and prior year adjustments				6,851			(2,269	)		10,759			(452	)		(5,328	)

Actual provision			$	1,131		$	4,040		$	1,095		$	4,766		$	2,256

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The tax effects of temporary differences and carryforwards that give rise to deferred tax assets and liabilities at June 29, 2003 and June 30, 2002 consist of:

		June 29, 2003			June 30, 2002
Deferred income tax assets
Current assets
	Reserves not deductible for tax purposes	$	29,278		$	32,405

Noncurrent assets
	Net operating losses		26,336			11,711
	Depreciation on property and equipment		33,278			34,611
	Goodwill		126,881			142,899
	Other intangibles		2,331			4,857

Noncurrent deferred tax assets			188,826			194,078

Deferred tax assets before valuation allowance			218,104			226,483
Valuation allowance			(218,104	)		(226,483	)

Net deferred tax assets		$	—		$	—

NOLs of $30,105 and $37,597 will expire in 2022 and 2023, respectively.

NOTE 12. COMMITMENTS AND CONTINGENCIES

Leases

Centers and Products lease certain facilities and equipment under operating leases, which expire at various dates. Centers has certain ground leases, associated with several centers, which expire at various dates. These leases generally contain renewal options and require payments of taxes, insurance, maintenance, and other expenses in addition to the minimum annual rentals. Certain leases require contingent payments based on usage of equipment above certain specified levels.

Presented below are contingent rentals and total rent expense for the year ended June 29, 2003, the Transition Period and each of the years ended December 31, 2001 and 2000:

	Reorganized Company				Predecessor Company
							Year ended December 31,
	Year ended June 29, 2003		Four Months ended June 30, 2002		Two Months ended February 28, 2002		Year ended December 31,
	Year ended June 29, 2003		Four Months ended June 30, 2002		Two Months ended February 28, 2002		2001		2000
Contingent rentals	$	408	$	261	$	125	$	471	$	1,838
Total rent expense		26,513		9,531		4,819		31,030		34,354

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Future minimum rental payments under operating and capital lease agreements as of June 29, 2003 are as follows:

Fiscal Year Ending		Operating		Capital
2004		$	26,397	$	718
2005			26,516		718
2006			23,648		718
2007			21,325		522
2008			16,916		265
2009 and thereafter			102,971		64

	Total	$	217,773	$	3,005

Less amounts representing interest at 9.11%					(747	)

Present value of lease obligation				$	2,258

Equipment Warranties

The following table provides a roll-forward from June 30, 2002 of the Company's exposure related to equipment warranties for the year ended June 29, 2003:

June 30, 2002 Balance	$	2,726
Provision		874
Payments		(2,117	)
Exchange Rate Effect		38

June 29, 2003 Balance	$	1,521

Equipment Sale Repurchase Agreements and Operating Lease Guarantees

Effective January 1, 2003, the Company adopted the provisions of FASB Interpretation No. 45 "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others," which require the Company to record the fair value of any equipment sale repurchase agreement executed or modified after December 31, 2002. The Company entered into or modified two repurchase agreements during Fiscal Year 2003, which did not have a material impact.

In connection with certain equipment sales, AMF Products offers to certain lenders and leasing companies outside of the U.S. an equipment repurchase agreement. The repurchase price under such agreements is calculated to equal a portion of the debt incurred by customers to finance the purchase of the equipment. The Company's aggregate amount of exposure related to equipment repurchase agreements is approximately $17,049 at June 29, 2003 of which $12,116 relates to equipment repurchase agreements entered into prior to the Petition Date. If a customer defaults under an equipment loan or lease, AMF Products may be requested to repurchase the equipment from the lender or leasing company and would be at risk for the difference of the repurchase price paid to the lender or leasing company and the amount AMF Products could realize in re-selling the equipment.

The obligations under the repurchase agreements that were incurred prior to the Petition Date were impaired under the Plan. Management has taken the position that the beneficiaries of such

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agreements are only entitled to their distributions as unsecured creditors of the Company under the Plan.

The Company's exposure under equipment repurchase agreements entered into after the Petition Date is approximately $4,932. This amount includes 16 equipment repurchase agreements that have been entered into as of June 29, 2003. The Company believes it can realize approximately $3,188 upon the sale of the equipment if it was required to perform under such agreements, leaving the Company with a net exposure of approximately $1,744. While there can be no assurance as to the timing, such equipment sales would occur in the normal course of business.

Asset Sales

From time to time, the Company will sell real estate on which a bowling center is operated, either in connection with the closing of a bowling center or in response to an attractive offer to buy such real estate. In addition, the Company will, from time to time, sell excess real estate.

During Fiscal Year 2003, the Company sold the land and building associated with a bowling center in the United States for $0.6 million, the land associated with a bowling center that had been previously destroyed by fire in the United States for $0.2 million, and excess property in the United States for net proceeds of $0.4 million. Additionally, the Company sold its three bowling centers in Hong Kong for $0.2 million. The selling activity related to the bowling centers in Hong Kong was initiated prior to the Transition Period.

The Company closed one bowling center in the United Kingdom and two bowling centers in the United States. The Company also closed one bowling center in Australia and one center in the United States and currently has contracts to sell these two centers for an aggregate purchase price of approximately $4.9 million. The Company expects these contracts, which are subject to customary terms and contingencies, to close prior to the end of fiscal year 2004. However, there can be no assurance that the terms and contingencies will be satisfied or that the closings will occur.

Litigation and Claims

Under the Plan, the Bankruptcy Court retained jurisdiction over certain matters, including matters relating to claims objections, litigation pending in the Bankruptcy Court at the time of confirmation, and specific matters relating to the implementation and consummation of the Plan. In management's opinion, the matters over which the Bankruptcy Court has retained jurisdiction are not expected to have a material adverse impact on the Company's financial position or results of operations.

The Company currently and from time to time is subject to claims and actions arising in the ordinary course of its business, including general liability, workers' compensation and environmental claims. In some actions, plaintiffs request punitive or other damages that may not be covered by insurance. In management's opinion, the claims and actions in which the Company is involved are not expected to have a material adverse impact on its financial position or results of operations. In addition, AMF Centers is a defendant in certain actions alleging violations of federal legislation involving unsolicited communications. The plaintiffs in these actions seek statutory damages and have requested geographically-limited class certifications. It is not possible at this time to predict the outcome of such actions.

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NOTE 13. EMPLOYEE BENEFIT PLANS

The Company has a defined contribution 401(k) plan to which certain U.S. employees may make voluntary contributions based on their compensation. Under the provisions of the plan, the Company matches 100% of the first 3% and 50% of the next 2% of employee contributions. Employer contributions made prior to January 1, 1999 vest on the fifth anniversary of employment. Employer contributions made subsequent to December 31, 1998 vested immediately. The amounts charged to expense under this plan were $1,712 in Fiscal Year 2003, $666 for the Reorganized Company Four Months, $333 for the Predecessor Company Two Months, $1,927 in Fiscal Year 2001, and $1,948 in Fiscal Year 2000.

Certain of the Company's international operations have employee benefit plans covering selected employees. These plans vary as to the funding, including local government, employee, and employer funding. Each international operation has provided for pension expense and made contributions to these plans in accordance with the requirements of the plans and local country practices. The amounts charged to expense under these plans aggregated $2,485 in Fiscal Year 2003, $428 during the Reorganized Company Four Months, $159 during the Predecessor Company Two Months, $871 in Fiscal Year 2001, and $884 in Fiscal Year 2000.

NOTE 14. EQUITY

General

The authorized capital stock of Worldwide after the Effective Date consists of 20,000,000 shares of Common Stock and 5,000,000 shares of voting preferred stock (the "Preferred Stock"), par value $0.01 per share.

At June 29, 2003, the Common Stock reflects all of the shares that will ultimately be issued in connection with the Plan. There are 9,958,689 shares outstanding on June 29, 2003. The 41,297 remaining shares of Common Stock will be issued as claims are resolved in accordance with the Plan.

Prior to the Effective Date, Worldwide had 100 shares of common stock, par value $0.01 per share, issued and outstanding. These shares were owned by Worldwide's former direct parent, Group Holdings. On the Effective Date, these shares were cancelled under the Plan and Worldwide's affiliation with Group Holdings ceased.

In conjunction with fresh start accounting, the historical amounts of Common Stock, paid-in capital, deficit and accumulated other comprehensive loss were eliminated as of February 28, 2002.

Holders of Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. Holders do not have cumulative voting rights. Therefore, holders of a majority of shares of Common Stock entitled to vote in any election of directors may elect all directors standing for election. Holders of Common Stock have no preemptive rights to subscribe for additional shares of Common Stock and no right to convert Common Stock into any other securities. Common Stock is not redeemable. Holders of Warrants are not considered stockholders of the Company for any purpose.

The Board may issue the Preferred Stock and designate the terms thereof (including with respect to voting rights, dividends, liquidation preferences and conversion rights), without the need for shareholder approval. No shares of Preferred Stock are issued and outstanding.

The Amended and Restated Certificate of Incorporation of Worldwide provides that Worldwide will not issue non-voting equity securities, as and to the extent required by Section 1123(a) and (b) of the Bankruptcy Code.

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Warrants

The Series A Warrants are intended to represent 15% of the fully diluted equity of Worldwide, giving effect to the shares issuable on the exercise of the Series A Warrants but without giving effect to the options available to be granted under Worldwide's 2002 Stock Option Plan (the "2002 Stock Option Plan"). Holders of the Series A Warrants have the right to purchase an aggregate of 1,764,706 shares of Common Stock at an exercise price of $21.19 per share, subject to adjustment in the event of the issuance of Common Stock as a dividend or distribution on Common Stock or certain subdivisions, reclassifications and combinations of the Common Stock. The Series A Warrants also have the benefit of an adjustment mechanism designed to prevent the dilutive effect of the Series B Warrants. Through this adjustment mechanism, the number of shares of Common Stock issuable under the Series A Warrants will be increased pursuant to a formula to the extent of the shares issued under the Series B Warrants and the number of "in-the-money" Series B Warrants. The determination of whether Series B Warrants are "in-the-money" will be based solely on, and to the extent there is, a trading price of the shares as reported on a national securities exchange, the NASDAQ National Market or any comparable system on which shares of Common Stock are listed or admitted to trading. The Series A Warrants also benefit from limited protection in connection with certain cash sales of the Company that occur within three years after the Effective Date. To qualify for this limited change of control protection, the transaction must entitle the holders of Common Stock to receive consideration consisting of at least 95% cash, where the total consideration equals at least $625,000 minus the amount of the Company's indebtedness for borrowed money and capitalized leases outstanding immediately prior to the consummation of the transaction. If a transaction qualifies for this protection, the holders of the Series A Warrants will have the right to require Worldwide to repurchase such holders' Series A Warrants at fixed decreasing prices as specified in the Series A Warrant Agreement. The Series A Warrants expire on March 9, 2009.

The Series B Warrants are intended to represent 12.5% of the fully diluted equity of Worldwide, giving effect to the issuance of the Warrants but without giving effect to the options available to be granted under the 2002 Stock Option Plan. Holders of the Series B Warrants have the right to purchase an aggregate of 1,724,138 shares of Common Stock at an exercise price of $27.19 per share, subject to adjustment in the event of the issuance of Common Stock as a dividend or distribution on Common Stock or certain subdivisions, reclassifications and contributions of Common Stock. The Series B Warrants do not have the benefit of any adjustment mechanism for the dilutive effect of the Series A Warrants comparable to the "in-the-money" protection provided to the Series A Warrants or any protection in the event of a change of control of the Company. The Series B Warrants expire on March 9, 2009.

Under the Plan, an aggregate of 9,249,987 shares of Common Stock were issued as of the Effective Date to the Former Secured Creditors. Worldwide has subsequently distributed to the holders of the Old Subordinated Notes and certain other holders of allowed unsecured claims under the Plan an aggregate of 708,702 shares of Common Stock, 1,667,677 Series A Warrants and 1,629,342 Series B Warrants in full satisfaction of their claims. Worldwide will distribute to the Remaining Former Unsecured Creditors 41,297 shares of Common Stock, 97,028 Series A Warrants and 94,795 Series B Warrants in full satisfaction of their claims. Worldwide is not required to make any cash distribution to the Remaining Former Unsecured Creditors.

F-33

Stock Option Plans

Prior to the Effective Date, certain of the Company's employees were eligible to participate in AMF Bowling's 1996 Stock Incentive Plan and 1998 Stock Incentive Plan (collectively, the "AMF Bowling Stock Incentive Plans"). As of December 31, 2001, 3,386,770 options remained outstanding under the AMF Bowling Stock Incentive Plans. The option agreements generally provided that options issued under these plans will be cancelled within 90 days after employment by AMF Bowling or an affiliate terminates. The employment of all employees participating in the AMF Bowling Stock Incentive Plans terminated for purposes of these agreements on the Effective Date. All of these options have therefore expired.

Worldwide adopted the 2002 Stock Option Plan that became effective pursuant to the Plan on the Effective Date. Worldwide is authorized to issue up to 1,839,388 shares of Common Stock under the terms of the 2002 Stock Option Plan (subject to adjustments for changes in the Company's capital structure as provided under the 2002 Stock Option Plan). All grants under the 2002 Stock Option Plan have an exercise price of $21.19 per share and substantially all of these grants vest over three years from the date of grant. As of June 29, 2003, a total of 893,388 shares of Common Stock remained available for grant under the 2002 Plan.

The table below summarized the activity in the 2002 Plan:

	Options
Outstanding at March 8, 2002	—
Granted	919,282
Forfeited	—
Exercised	—
Expired	—

Outstanding at June 30, 2002	919,282
Granted	380,000
Forfeited	(353,282	)
Exercised	—
Expired	—

Outstanding at June 29, 2003	946,000

Exerciseable

At June 29, 2003, 946,000 options were outstanding at an exercise price of $21.19 and a weighted average remaining life of 5.9 years. At June 29, 2003, 373,094 options were exercisable at an exercise price of $21.19 with a weighted average remaining life of 6.7 years. No options were exercisable at June 30, 2002.

Restricted Stock Award

On the Effective Date, the former Chief Executive Officer was granted a restricted stock award of 153,282 shares of Common Stock. The grant was subject to the terms of a Restricted Stock Award Agreement dated February 1, 2002. One-third of the restricted shares would have vested after each of the first, second and third anniversaries of the Effective Date, subject to his employment with Worldwide on such date. If his employment was terminated by Worldwide other than for Cause (as defined in the Restricted Stock Award Agreement) or he terminated his employment for Good Reason (as also defined in the agreement) before the first anniversary of the Effective Date, he became

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immediately vested in one-third of the shares subject to the award. If such termination occurred after the first anniversary of the Effective Date but before all of the shares had become vested, he would become vested in a pro-rated portion of one-third of the shares subject to the award based on the number of days that have elapsed since the most recent anniversary of the Effective Date. The Restricted Stock Award Agreement provided that the former Chief Executive Officer had no right to transfer the restricted shares, no rights of ownership in shares of Common Stock subject to the award and no right to vote any shares. The former Chief Executive Officer terminated his employment with the Company as of January 31, 2003 and accordingly $0.5 million of expense accrued for this stock award was reversed during Fiscal Year 2003.

NOTE 15. JOINT VENTURES

During Fiscal Year 2000, the Company purchased the remaining 50% interest in one joint venture that it had previously accounted for under the equity method and sold the assets of another joint venture. The Company had no remaining joint venture investments at June 29, 2003 or June 30, 2002. The Company recorded losses on joint ventures of $524 as equity in the loss of such joint ventures during the Fiscal Year 2000.

NOTE 16. GEOGRAPHIC SEGMENTS

Information about operations for Fiscal Year 2003, the Transition Period, Fiscal Year 2001, and Fiscal Year 2000 and identifiable assets at June 29, 2003 and June 30, 2002, is presented below:

		Operating Revenue															Identifiable Assets
		Reorganized Company						Predecessor Company									Reorganized Company
		2003			2002 Four Months			2002 Two Months			2001			2000			June 29, 2003		June 30, 2002
United States		$	528,600		$	175,500		$	101,300		$	535,700		$	547,400		$	596,600	$	623,900
Australia			43,400			14,200			6,100			40,300			44,400			50,100		41,300
Japan			15,700			6,300			1,600			25,000			26,600			10,000		8,600
United Kingdom			43,500			13,400			7,300			50,000			52,500			41,200		43,000
Other European			40,000			10,500			5,700			39,400			39,000			20,500		23,300
Other			13,800			5,800			3,100			23,100			21,800			6,000		9,000
Eliminations			(17,400	)		(6,600	)		(2,200	)		(18,600	)		(16,700	)		7,000		6,400

	Total	$	667,600		$	219,100		$	122,900		$	694,900		$	715,000		$	731,400	$	755,500

NOTE 17. BUSINESS SEGMENTS

The Company operates in two business segments: operation of bowling centers and manufacturing and sale of bowling and related products. Information concerning operations in these business segments

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for Fiscal Year 2003, the Transition Period and each of Fiscal Year 2001 and Fiscal Year 2000, is presented below:

		Centers						Products
		U.S.		Inter- national		Sub- Total		U.S.			Inter- national			Sub- total			Corporate			Elimi- nations			Total
		(in millions)
*Fiscal Year 2003:*
	Revenue from unaffiliated customers	$	452.5	$	108.5	$	561.0	$	61.9		$	44.7		$	106.6		$	—		$	—		$	667.6
	Intersegment sales		—		—		—		14.2			3.2			17.4			—			(17.4	)		—
	Operating income (loss)		53.3		7.7		61.0		2.2			(4.0	)		(1.8	)		(20.5	)		0.6			39.3
	Identifiable assets		481.6		101.1		582.7		86.8			26.7			113.5			28.2			7.0			731.4
	Depreciation and amortization		61.8		12.5		74.3		5.4			0.4			5.8			1.3			(0.7	)		80.7
	Capital expenditures		27.0		7.5		34.5		2.0			0.1			2.1			2.3			—			38.9
Reorganized Company 2002 Four Months:
	Revenue from unaffiliated customers	$	148.5	$	35.4	$	183.9	$	21.9		$	13.3		$	35.2		$	—		$	—		$	219.1
	Intersegment sales		—		—		—		5.1			1.5			6.6			—			(6.6	)		—
	Operating income (loss)		10.6		1.0		11.6		0.7			(5.7	)		(5.0	)		(8.0	)		0.2			(1.2	)
	Identifiable assets		508.5		93.3		601.8		91.9			31.9			123.8			23.5			6.4			755.5
	Depreciation and amortization		23.3		4.2		27.5		1.3			0.2			1.5			0.4			(0.5	)		28.9
	Capital expenditures		9.4		2.6		12.0		1.1			—			1.1			1.2			—			14.3
Predecessor Company 2002 Two Months:
	Revenue from unaffiliated customers	$	93.1	$	18.2	$	111.3	$	6.5		$	5.0		$	11.5		$	—		$	—		$	122.8
	Intersegment sales		—		—		—		1.7			0.5			2.2			—			(2.2	)		—
	Operating income (loss)		19.6		1.7		21.3		(4.1	)		—			(4.1	)		(3.3	)		0.2			14.1
	Depreciation and amortization		13.6		2.2		15.8		1.3			0.1			1.4			0.1			(0.2	)		17.1
	Capital expenditures		1.1		0.5		1.6		0.4			0.1			0.5			0.4			—			2.5
	Extraordinary Item		—		—		—		—			—			—			774.8			—			774.8
	Cumulative effect of change in accounting for goodwill		86.7		181.9		268.6		449.8			—			449.8			—			—			718.4
*Fiscal Year 2001:*
	Revenue from unaffiliated customers	$	466.8	$	110.3	$	577.1	$	55.2		$	62.6		$	117.8		$	—		$	—		$	694.9
	Intersegment sales		—		—		—		13.7			4.9			18.6			—			(18.6	)		—
	Operating income (loss)		18.0		4.6		22.6		(32.1	)		(10.4	)		(42.5	)		(26.9	)		1.1			(45.7	)
	Identifiable assets		696.7		278.9		975.6		531.1			36.7			567.8			—			6.0			1,549.4
	Depreciation and amortization		86.5		18.9		105.4		23.9			0.9			24.8			1.3			(1.5	)		130.0
	Capital expenditures		35.8		8.3		44.1		2.6			0.3			2.9			2.5			—			49.5
*Fiscal Year 2000:*
	Revenue from unaffiliated customers	$	466.7	$	113.7	$	580.4	$	68.0		$	66.6		$	134.6		$	—		$	—		$	715.0
	Intersegment sales		—		—		—		12.7			4.0			16.7			—			(16.7	)		—
	Operating income (loss)		10.4		0.1		10.5		(35.5	)		(10.4	)		(45.9	)		(23.0	)		1.4			(57.0	)
	Identifiable assets		781.5		296.8		1,078.3		574.1			60.7			634.8			8.3			4.9			1,726.3
	Depreciation and amortization		88.8		22.9		111.7		23.7			1.1			24.8			1.2			(1.7	)		136.0
	Capital expenditures		42.7		11.7		54.4		9.5			1.1			10.6			1.5			—			66.5

NOTE 18. RELATED PARTIES

Prior to the Effective Date, Goldman, Sachs and Co. ("Goldman Sachs") and its affiliates had certain interests in the Company. Goldman Sachs and its affiliates together beneficially owned a majority of the outstanding voting equity of AMF Bowling. Goldman Sachs also owned 870,000 warrants to purchase shares of common stock of AMF Bowling. The warrants were issued in connection with its acquisition of the Company in May 1996 at an exercise price of $0.01 per share and expire in May 2006. In addition, Goldman Sachs was the initial purchaser of the Old Subordinated Notes. Prior to the Effective Date, Richard A. Friedman and Terence M. O'Toole, each of whom was at that time a Managing Director of Goldman Sachs, and Peter M. Sacerdote, who was at that time a

F-36

limited partner of The Goldman Sachs Group, L.P., were directors of AMF Bowling. Prior to the Effective Date, Goldman Sachs, was deemed to be an "affiliate" of the Company. Goldman Sachs received an underwriting discount of approximately $19,000 in connection with the purchase and resale of the Old Subordinated Notes in 1996. In addition, Goldman Sachs was reimbursed its expenses and is indemnified in connection with its services. Since the Effective Date, the Company has not had an affiliation with Goldman Sachs.

Under the Old Credit Agreement, Goldman Sachs Credit Partners, L.P., acted as Syndication Agent; Goldman Sachs Credit Partners, L.P., and Citicorp Securities, Inc., acted as Arrangers; Citibank, N.A. acted as Administrative Agent and Citicorp USA, Inc. acted as Collateral Agent. Goldman Sachs Credit Partners, L.P., was also a lender under the Old Credit Agreement. Total fees and reimbursable expenses payable to Goldman Sachs Credit Partners, L.P. in connection with its services under the Old Credit Agreement aggregated approximately $10,700, and such entity was reimbursed for expenses in connection with such services.

Prior to the Petition Date, The Blackstone Group, L.P. ("Blackstone") was the beneficial owner of approximately 10% of AMF Bowling's common stock. Blackstone acted as the Company's financial adviser during Chapter 11 proceeding. The Company paid Blackstone monthly retainer fees totaling approximately $4,100 during the course of its engagement and a transaction fee of $5,600 in March 2002. In May 2002, after Bankruptcy Court approval, the Company paid Blackstone approximately $1,700, which was the balance of the agreed upon transaction fee and the remaining holdback of monthly retainer fees. These amounts also include reimbursement for Blackstone's expenses incurred in connection with its services. Since the Effective Date, the Company has not had an affiliation with Blackstone.

On the Effective Date, pursuant to the Plan, Worldwide entered into a registration rights agreement (the "Registration Rights Agreement"), which provides holders of 10 percent or more of Common Stock as of the Effective Date (the "Principal Holders") with certain rights to require Worldwide to register their shares of Common Stock, including shares issuable upon the exercise of their Warrants. No registration rights are provided with respect to the Warrants or the Subordinated Notes or to holders of Common Stock other than the Principal Holders.

Under the Registration Rights Agreement, Worldwide has agreed to use its reasonable best efforts to (a) register Common Stock held by a Principal Holder upon a request by one or more Principal Holders to register Common Stock held by the Principal Holders with a market value generally of at least $25,000 in the aggregate and (b) in connection with any registered offering of Common Stock by Worldwide, register Common Stock of Principal Holders that wish to sell their Common Stock in the offering. Under the terms of the Registration Rights Agreement, each Principal Holder is limited to a specified number of "demand" registrations under clause (a) above. In addition, the requests for registration are subject to other limitations and cut-backs, as set forth in the Registration Rights Agreement.

The registration rights do not apply to Common Stock to the extent that: (a) a registration statement with respect to the sale of Common Stock has been declared effective under the Securities Act and the holders' shares of Common Stock have been disposed of under that registration statement; (b) the holders' shares of Common Stock have been disposed of under Securities Act Rule 144 or another exemption from the registration requirements of the Securities Act under which the shares of Common Stock are thereafter freely tradable without restriction under the Securities Act; or (c) the holders' shares of Common Stock may be disposed of under Rule 144 within Rule 144's volume limitations within a 90 day period or under Securities Act Rule 144(k).

F-37

NOTE 19. SUBSEQUENT EVENTS AND RELATED GUARANTOR FINANCIAL INFORMATION

On November 27, 2003, Worldwide and Code Hennessy and Simmons LLC ("CHS") announced that they had entered into a definitive agreement for Worldwide to be acquired by an affiliate of CHS in a merger transaction. Under the terms of the merger agreement, Worldwide's shareholders will receive $25.00 in cash for each common share. The transaction is expected to be completed in the third quarter ending March 28, 2004.

On January 29, 2004, Worldwide announced that it has commenced a tender offer for all of its outstanding Subordinated Notes. The tender offer is being consummated in connection with the previously announced acquisition of Worldwide pursuant to a merger with an affiliate of CHS. The tender offer will expire at 5:00 p.m., New York City time, on February 25, 2004, unless extended or terminated.

Under the terms of the tender offer, Worldwide is offering to purchase the outstanding notes at a purchase price determined by reference to a fixed spread of 50 basis points over the yield to maturity of the reference security, which is the United States Treasury 1¹/2% Note due February 28, 2005 (CUSIP 91282BAV2), on the second business day preceding the expiration date of the offer, plus accrued interest. The purchase price includes an amount equal to $30.00 of the principal amount of each note, which will be paid only for notes tendered at or prior to a "consent payment deadline," which is expected to be 5:00 p.m., New York City time, on February 11, 2004, unless extended.

In connection with the tender offer, Worldwide is also seeking consents to certain proposed amendments with respect to the notes. The purpose of the proposed amendments is to, among other things, eliminate substantially all of the restrictive covenants. Holders who desire to tender their notes must consent to the proposed amendments and holders may not deliver consents without tendering the related notes. The tender offer is conditioned upon, among other things, the receipt of the requisite consents to adopt such proposed amendments, as well as obtaining the requisite funding. Worldwide reserves the option to terminate the tender offer at any time before its expiration date.

In connection with the merger transaction, Worldwide intends to issue and sell $150,000 of Senior Subordinated Notes due 2010 (the "Notes"). The Notes will be jointly and severally guaranteed on a full and unconditional basis by the Company's direct and indirect, wholly owned domestic subsidiaries (the "Guarantors"). The Company's foreign and non-wholly owned subsidiaries (the "Non-Guarantors") will not provide guarantees. Based on this distinction, the following information presents the condensed consolidating balance sheet as of June 29, 2003, and condensed consolidating statements of operations and cash flows for the year ended June 29, 2003 for the Company.

F-38

Condensed Consolidating Balance Sheet

		June 29, 2003
		Worldwide			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Assets
Current assets:
	Cash and cash equivalents	$	48,123		$	5,440		$	2,712		$	—		$	56,275
	Accounts and notes receivable, net		—			19,658			3,559			—			23,217
	Accounts and notes receivable—intercompany		16,361			100,511			20,515			(137,387	)		—
	Inventories, net		—			29,184			4,817			—			34,001
	Advances and deposits		(7,104	)		20,424			5,699			—			19,019

Total current assets			57,380			175,217			37,302			(137,387	)		132,512
	Notes receivable—intercompany		116,268			—			5,663			(121,931	)		—
	Property and equipment, net		6,250			522,019			39,848			492			568,609
	Investment in subsidiaries		638,944			—			—			(638,944	)		—
	Leasehold interests and other assets		2,905			103,835			291			(76,762	)		30,269

Total assets		$	821,747		$	801,071		$	83,104		$	(974,532	)	$	731,390

Liabilities and Stockholders' Equity
Current liabilities:
	Accounts payable	$	(1,487	)	$	13,529		$	5,600		$	—		$	17,642
	Accrued expenses and other		15,317			61,236			7,819			—			84,372
	Current portion of long-term debt		40,367			231			303			—			40,901
	Accounts and notes payable—intercompany		97,843			5,570			33,974			(137,387	)		—

Total current liabilities			152,040			80,566			47,696			(137,387	)		142,915
	Long-term debt, less current portion		371,865			2,630			1,092			—			375,587
	Liabilities subject to resolution		1,806			(483	)		—			—			1,323
	Other long-term liabilities		21,569			55,019			174			(76,762	)		—
	Notes payable—intercompany		63,394			12,802			45,735			(121,931	)		—

Total liabilities			610,674			150,534			94,697			(336,080	)		519,825
Stockholders' equity:
	Common stock		100			—			—			—			100
	Paid-in capital		212,361			476,867			38,529			(515,396	)		212,361
	Accumulated deficit		(12,701	)		150,215			(38,610	)		(111,113	)		(12,209	)
	Accumulated other comprehensive income		11,313			23,455			(11,512	)		(11,943	)		11,313

Total stockholders' equity			211,073			650,537			(11,593	)		(638,452	)		211,565

Total liabilities and stockholders' equity		$	821,747		$	801,071		$	83,104		$	(974,532	)	$	731,390

F-39

Condensed Consolidating Statement of Operations

			Year ended June 29, 2003
			Worldwide			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Operating revenue			$	—		$	596,336		$	79,338		$	(8,096	)	$	667,578
Operating expenses:
	Cost of goods sold			—			123,320			19,376			(7,677	)		135,019
	Bowling center operating expenses			—			324,985			44,713			(419	)		369,279
	Selling, general and administrative expenses			19,184			18,348			4,672			—			42,204
	Restructuring, refinancing and other charges			—			1,138			—			—			1,138
	Depreciation and amortization			1,277			73,187			6,203			—			80,667

		Total operating expenses		20,461			540,978			74,964			(8,096	)		628,307

		Operating income		(20,461	)		55,358			4,374			—			39,271
Nonoperating expenses (income):
	Interest expense			39,588			251			2,139			(2,177	)		39,801
	Interest income			(2,399	)		(371	)		(100	)		2,177			(693	)
	Other expense (income), net			(8,905	)		2,276			2,575			—			(4,054	)

		Total nonoperating expenses, net		28,284			2,156			4,614			—			35,054

Income (loss) before reorganization items, net and provision for income taxes				(48,745	)		53,202			(240	)		—			4,217
	Reorganization items			—			(341	)		—			—			(341	)

Income (loss) before provision for income taxes				(48,745	)		53,543			(240	)		—			4,558
	Provision for income taxes			—			2,637			(1,506	)		—			1,131
	Equity in income of subsidiaries			52,172			—			—			(52,172	)		—

Net income			$	3,427		$	50,906		$	1,266		$	(52,172	)	$	3,427

F-40

Condensed Consolidating Statement of Cash Flows

		Year ended June 29, 2003
		Worldwide			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Net cash provided by operating activities		$	55,257		$	31,207		$	(826	)	$	5,622		$	91,260

Cash flows from investing activities:
	Purchases of property and equipment		(2,286	)		(33,121	)		(3,477	)		—			(38,884	)
	Proceeds from the sales of property and equipment		—			1,230			—			—			1,230
	Other		—			135			—			—			135

Net cash used in investing activities			(2,286	)		(31,756	)		(3,477	)		—			(37,519	)

Cash flows from financing activities:
	Borrowing under revolver		15,000			—			—			—			15,000
	Repayment under capital lease obligations		—			(210	)		—			—			(210	)
	Repayment under revolver		(15,000	)		—			—			—			(15,000	)
	Repayment under term facility		(25,768	)		—			—			—			(25,768	)
	Other		—			(33	)		—			—			(33	)

Net cash used in financing activities			(25,768	)		(243	)		—			—			(26,011	)

Effect of exchange rates on cash			—			—			—			(5,622	)		(5,622	)
Net increase (decrease) in cash			27,203			(792	)		(4,303	)		—			22,108

Cash and cash equivalents at beginning of period			20,920			6,232			7,015			—			34,167

Cash and cash equivalents at end of period		$	48,123		$	5,440		$	2,712		$	—		$	56,275

F-41

AMF BOWLING WORLDWIDE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(unaudited)

				New Company			Predecessor Company
				March 28, 2004			June 29, 2003
Assets
Current assets:
	Cash and cash equivalents			$	22,982		$	56,275
	Accounts and notes receivable, net of allowance for doubtful accounts of $4,088 and $7,329, respectively				21,105			23,217
	Inventories, net				32,326			34,001
	Advances and deposits				22,902			19,019

			Total current assets		99,315			132,512
	Property and equipment, net				371,002			568,609
	Leasehold interests, net and other				50,005			30,269

			Total assets	$	520,322		$	731,390

Liabilities and Stockholder's Equity
Current liabilities:
	Accounts payable			$	18,064		$	17,642
	Accrued expenses and other				82,607			84,372
	Current portion of long-term debt				1,605			40,901

			Total current liabilities		102,276			142,915
	Long-term debt, less current portion				287,335			375,587
	Liabilities subject to resolution				953			1,323

			Total liabilities		390,564			519,825
	Stockholder's equity:
		Common Stock ($.01 par value) (a)			—			100
		Paid-in capital			133,716			212,361
		Accumulated deficit			(1,626	)		(12,209	)
		Accumulated other comprehensive income (loss)			(2,332	)		11,313

			Total stockholder's equity		129,758			211,565

			Total liabilities and stockholder's equity	$	520,322		$	731,390

(a): As of February 27, 2004, in connection with the merger of Kingpin Merger Sub, Inc. and Worldwide, each former shareholder of Worldwide received $25.00 in cash for each share of the former common stock and all shares of Worldwide were cancelled. The capital stock of Kingpin Merger Sub, Inc. became the capital stock of Worldwide as part of the merger and Kingpin Intermediate Corp. became the sole shareholder of Worldwide.
The accompanying notes are an integral part of these condensed consolidated financial statements.

F-42

AMF BOWLING WORLDWIDE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands)

			2004 Third Quarter									Nine Months ended March 28, 2004
			New Company			Predecessor			Predecessor Company			New Company			Predecessor Company			Predecessor Company
			2004 One Month			2004 Two Months			2003 Third Quarter			2004 One Month			2004 Eight Months			Nine Months ended March 30, 2003
Operating revenue			$	63,636		$	137,108		$	187,861		$	63,636		$	459,311		$	515,060

Operating expenses:
	Cost of goods sold			20,433			23,235			29,759			20,433			93,171			101,423
	Bowling center operating expenses			33,318			83,700			95,230			33,318			265,485			278,698
	Selling, general and administrative expenses			3,221			25,007			9,756			3,221			47,965			29,529
	Depreciation and amortization			4,873			10,143			20,735			4,873			41,176			62,971

		Total operating expenses		61,845			142,085			155,480			61,845			447,797			472,621

		Operating income (loss)		1,791			(4,977	)		32,381			1,791			11,514			42,439

Nonoperating expenses (income):
	Interest expense			1,910			41,432			9,763			1,910			59,544			30,428
	Interest income			(46	)		(149	)		(209	)		(46	)		(518	)		(449	)
	Other expense (income), net			827			(361	)		(844	)		827			(3,151	)		(287	)

		Total nonoperating expenses, net		2,691			40,922			8,710			2,691			55,875			29,692

		Income (loss) before provision for income taxes		(900	)		(45,899	)		23,671			(900	)		(44,361	)		12,747
Provision for income taxes				726			1,681			2,559			726			3,397			5,200

		Net income (loss)	$	(1,626	)	$	(47,580	)	$	21,112		$	(1,626	)	$	(47,758	)	$	7,547

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-43

AMF BOWLING WORLDWIDE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)

				Nine Months ended March 28, 2004
				New Company			Predecessor Company			Predecessor Company
				2004 One Month			2004 Eight Months			Nine Months ended March 30, 2003
Cash flows from operating activities:
	Net income (loss)			$	(1,626	)	$	(47,758	)	$	7,547
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
		Stock based compensation			—			892			456
		Depreciation and amortization			4,873			41,176			62,971
		Write-off old deferred financing costs			—			8,832			—
		Non-cash purchase method accounting adjustments			7,090			—			—
		(Gain) loss on the sale of property and equipment, net			(350	)		(1,193	)		1,354
		(Gain) loss on casualty loss			—			(1,413	)		—
	Changes in assets and liabilities:
		Accounts and notes receivables, net			(1,632	)		4,746			8,931
		Inventories			1,865			2,362			4,035
		Other assets			(1,075	)		(2,097	)		(2,376	)
		Accounts payable and accrued expenses			(4,753	)		(542	)		(7,867	)
		Income taxes payable			979			1,150			(2,197	)
		Other long-term liabilities			135			135			(305	)

			Net cash provided by operating activities		5,506			6,290			72,549

Cash flows from investing activities:
	Purchases of property and equipment				(2,573	)		(33,354	)		(26,032	)
	Proceeds from the sale of property and equipment				471			4,698			857
	Proceeds from Sale-Leaseback Agreements				—			254,000			—
	Other				—			—			137

			Net cash provided by (used in) investing activities		(2,102	)		225,344			(25,038	)

Cash flows from financing activities:
	Repayment under Old Term Facility				—			(262,232	)		(19,474	)
	Repayment under Old Subordinated Notes				—			(149,995	)		—
	Deferred financing costs				(301	)		(21,747	)		—
	Borrowing under Term Loan				—			135,000			—
	Borrowing under Subordinated Notes				—			150,000			—
	Dividends paid				—			(250,252	)		—
	Equity investment, net				—			133,716			—
	Stock options				—			(953	)		—
	Repayment under capital lease obligations				(117	)		(203	)		(156	)
	Payments of non-compete obligations				—			—			(27	)

			Net cash used in financing activities		(418	)		(266,666	)		(19,657	)

Effect of exchange rates on cash					2,383			(3,630	)		621

			Net increase (decrease) in cash		5,369			(38,662	)		28,475
Cash and cash equivalents at beginning of period					17,613			56,275			34,167

			Cash and cash equivalents at end of period	$	22,982		$	17,613		$	62,642

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-44

AMF BOWLING WORLDWIDE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except Note 12)
(unaudited)

NOTE 1. BUSINESS DESCRIPTION

Organization

AMF Bowling Worldwide, Inc., a Delaware corporation ("Worldwide" and, together with its subsidiaries, the "Company"), is engaged in two business segments:

•: the operation of bowling centers in the United States ("U.S. Centers") and internationally ("International Centers" and collectively with U.S. Centers, "Centers"); and
•: the manufacture and sale of bowling equipment, such as automatic pinspotters, automatic scoring equipment, bowling pins, lanes, ball returns, lane machines, bowling center supplies and the resale of other related products, including bowling bags and shoes (collectively, "Products").

The Company is the largest operator of bowling centers in the world with 470 centers in operation as of March 28, 2004, comprised of 375 bowling centers in the U.S. and 95 bowling centers operating in five foreign countries.

Products is one of the two largest manufacturers of bowling center equipment in the world. Products revenue consists of two major sales categories:

•: New Center Packages ("NCPs"), which is all of the equipment necessary to outfit one lane at a new or existing bowling center; and
•: Modernization and Consumer Products, which is equipment used to upgrade an existing center, spare parts, pins, supplies and consumable products used in the operation of a center, and bowling balls and ancillary products for resale to bowlers.

Products also manufactures and sells its Playmaster, Highland and Renaissance brands of billiard tables.

Fiscal Year

The Company has a retail calendar with each quarter comprised of one five week period and two four week periods. The Company's 52-53 week year ends on the Sunday nearest to June 30. Fiscal years 2003 and 2004 both contain 52 weeks.

Merger

F-45

"Merger"). Each shareholder of Worldwide received $25.00 in cash for each share of the Old Common Stock (as defined in Note 11) including vested options and warrants, for aggregate proceeds (including option proceeds) of $258,700. The Old Common Stock was cancelled and the common stock of Merger Sub became the new common stock of Worldwide (the "New Common Stock"). As part of the Merger, Kingpin Intermediate Corp., a wholly-owned subsidiary of Kingpin Holdings, became the sole shareholder of Worldwide.

Kingpin Holdings is a Delaware limited liability company formed at the direction of Code Hennessy & Simmons LLC, a Chicago-based private equity firm ("CHS"). Kingpin Holdings is owned by Code Hennessy & Simmons IV, certain members of Worldwide's management team and other equity investors (collectively, the "Equity Investors"). In connection with the Merger, the following transactions occurred:

•: Worldwide borrowed $135,000 in term loans (the "Term Loan") under a new senior secured credit agreement (the "Credit Agreement") which also has an aggregate revolving loan commitment of $40,000 (the "Revolver");
•: Worldwide repaid the remaining outstanding borrowings of $228,148 in term loans (the "Old Term Facility" under the former senior secured credit agreement (the "Old Credit Agreement");
•: Worldwide issued $150,000 of 10% Senior Subordinated Notes due 2010 (the "Subordinated Notes");
•: Worldwide completed a tender offer for all of its then outstanding 13% Senior Subordinated Notes due September 2008 of $150,000 (the "Old Subordinated Notes") with each holder who tendered the notes and related consents on or before the consent expiration date, receiving $1,176.58 for each $1,000.00 principal amount of the tendered note, including a $30.00 consent payment and each holder who tendered notes and the related consents after the consent expiration date, receiving $1,146.58 for each $1,000.00 principal amount of the tendered notes. Payment for the validly tendered notes was made on February 27, 2004;
•: Worldwide received an equity investment of $135,000, less equity syndication costs of $1,284;
•: AMF Centers and American Recreation Corporation, both wholly-owned indirect subsidiaries of Worldwide, sold the land and related improvements of 186 owned bowling centers in the United States to unrelated third parties for gross proceeds of $254,000 and AMF Centers simultaneously leased these bowling centers from the purchaser pursuant to two leases, each for an initial lease term of approximately 20 years, with 9 consecutive renewal terms, the first of which being for a term of 10 years and the second through ninth of which being for a term of 5 years each (the "Sale-Leaseback Agreements"), with initial cash rental payments of $24,765 for each of the first five years; and
•: Worldwide paid a dividend of $250,252 to Kingpin Intermediate Corp. which was deposited with the Company's disbursement agent for payment to Worldwide's common stockholders, which included $956 for the benefit of unissued equity holders.

Simultaneously with the Merger, all of the directors of Worldwide resigned and George W. Vieth, Jr. resigned as President and Chief Executive Officer of Worldwide. Frederick R. Hipp was elected as the sole director and the President and Chief Executive Officer of Worldwide.

F-46

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed as of the date of the Merger. This estimate is being made in accordance with purchase method accounting. Worldwide is obtaining a third-party valuation of certain assets and therefore the allocation of the purchase price is preliminary and subject to change.

			February 29, 2004
Assets
Current assets:
	Cash and cash equivalents		$	17,613
	Accounts and notes receivable, net			19,816
	Inventories, net			41,465	(a)
	Other current assets			22,808

		Total current assets		101,702
Property and equipment, net				378,066	(b)
Leasehold interests, net and other				48,521	(c)

		Total assets	$	528,289

Liabilities & Stockholder's Equity
Current liabilities:
	Accounts payable		$	14,916
	Accrued expenses and other			89,603
	Current portion of long-term debt			1,605

		Total current liabilities		106,124
	Long-term debt, less current portion			287,453
	Liabilities subject to resolution			996

		Total liabilities		394,573
Total stockholder's equity				133,716	(d)

		Total liabilities and stockholder's equity	$	528,289

(a): Includes the estimated purchase method accounting adjustment to step-up: (i) finished goods inventories to estimated selling prices less the sum of costs of disposal and a reasonable profit allowance; (ii) work in process to estimated selling prices of finished goods less the sum of costs to complete, costs of disposal, and a reasonable profit allowance; and (iii) raw materials to current replacement costs.
(b): Includes the purchase method accounting adjustment to reflect acquired property and equipment at estimated fair value. The Company estimated this amount as part of its initial assessment of the fair value of assets acquired and liabilities assumed in the Merger. The amount ultimately allocated to property and equipment may differ significantly from this estimate.
(c): Includes the estimated purchase method accounting adjustments to record the trade name, leasehold interests, patents and non-compete agreement at fair value.
(d): Stockholder's equity represents the new equity investment of $135,000, less equity syndication costs of $1,284.

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NOTE 2. BASIS OF PRESENTATION

The Company's interim condensed consolidated financial statements presented in this report are unaudited. All significant intercompany balances and transactions have been eliminated in consolidation. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.

The Company, as it existed prior to February 27, 2004, is sometimes referred to as the "Predecessor Company" and, as it existed on and after February 27, 2004, is sometimes referred to as the "New Company." As a result of the Merger, the Company's financial results during the three and Nine Months ended March 28, 2004 include results of the Predecessor Company and the New Company. Accordingly, the operating results and cash flows of the New Company and the Predecessor Company are separately presented, as the financial statements of the Company after the Merger are not comparable with the Predecessor Company's financial statements. Although the Merger was completed on February 27, 2004, the consummation of the Merger has been reflected as of February 29, 2004, the end of the Company's fiscal period closest to the date of the Merger.

The following table sets forth certain defined terms that are used to refer to the periods presented in these condensed consolidated financial statements and related notes thereto:

Period		Referred to as
Results for the Predecessor Company from December 29, 2003 through February 29, 2004		"Predecessor Company 2004 Two Months"
Results for the New Company from March 1, 2004 through March 28, 2004		"New Company 2004 One Month"
Combined Predecessor Company 2004 Two Months and New Company 2004 One Month		"2004 Third Quarter"*
Results for the Predecessor Company from December 30, 2002 through March 30, 2003		"2003 Third Quarter"
Results for the Predecessor Company from June 30, 2003 through February 29, 2004		"Predecessor Company 2004 Eight Months"
Combined Predecessor Company 2004 Eight Months and New Company 2004 One Month		"Nine Months ended March 28, 2004"*
Results for the Predecessor Company from July 1, 2002 through March 30, 2003		"Nine Months ended March 30, 2003"

*: These combined periods are not presented on the same basis of accounting due to the application of purchase method accounting and are therefore not in accordance with generally accepted accounting principles.

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States for financial information requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual amounts could differ from these estimates. Certain previously reported amounts have been reclassified to conform to the current year presentation.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of normal recurring accruals and purchase method

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accounting adjustments, which are necessary to present fairly the consolidated financial position of the Company and the consolidated results of operations and cash flows for all periods presented.

These financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended June 29, 2003. The balances presented as of June 29, 2003 are derived from the Company's audited consolidated financial statements.

NOTE 3. STOCK-BASED COMPENSATION

The Old Common Stock and options to purchase it were cancelled in connection with the Merger. There were no equity issuances for the period subsequent to the Merger; therefore, no disclosure was provided for the New Company 2004 One Month. The Company used the intrinsic value method of accounting for stock based employee compensation in accordance with Accounting Principles Board ("APB") Opinion No. 25 "Accounting for Stock Issued to Employees." Under APB Opinion No. 25, compensation expense is based upon the difference, if any, between the fair value of the Old Common Stock and the exercise price on the date of the grant. If the Company had elected to recognize compensation expense based on the fair value of all stock awards at grant date as prescribed by Statement of Financial Accounting Standards ("SFAS") No. 123 "Accounting for Stock-Based Compensation," the net income (loss) would have been reflected as the pro forma amounts shown below:

	Predecessor Company 2004 Two Months			2003 Third Quarter			Predecessor Company 2004 Eight Months			Nine Months ended March 30, 2003
Net income (loss), as reported	$	(47,580	)	$	21,112		$	(47,758	)	$	7,547
Stock-based employee compensation expense under APB No. 25		682			105			892			456
Pro forma stock-based employee compensation expense under SFAS No. 123		(1,759	)		(679	)		(3,228	)		(2,087	)

Net income (loss), pro forma	$	(48,657	)	$	20,538		$	(50,094	)	$	5,916

NOTE 4. COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) was $(3,958), ($64,068) and $(59,071) for the New Company 2004 One Month, the Predecessor Company 2004 Two Months and the Predecessor Company 2004 Eight Months, respectively, and $23,108 and $9,679 for the 2003 Third Quarter and the Nine Months ended March 30, 2003, respectively. Accumulated other comprehensive income (loss) of $(2,332) and $6,800 at March 28, 2004 and March 30, 2003, respectively, is included in stockholder's equity and consists of the foreign currency translation adjustment.

NOTE 5. RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

On June 30, 2003, the Company adopted the provisions of SFAS No. 150 "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150 requires that certain financial instruments be classified as a liability or an asset in some instances. SFAS No. 150 is

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effective for financial instruments entered into or modified after May 31, 2003 and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of this statement did not have any effect on the Company's results of operations or financial condition or impact its classification of any financial instruments.

On June 30, 2003, the Company adopted the provisions of the Financial Accounting Standards Board ("FASB") Emerging Issues Task Force ("EITF") 00-21 "Revenue Arrangements with Multiple Deliverables." EITF 00-21 addresses certain aspects of the accounting by a vendor for arrangements under which it will perform multiple revenue-generating activities. Specifically, EITF 00-21 addresses how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting. The guidance in this EITF is effective for revenue arrangements entered into in periods beginning after June 15, 2003. The adoption of this statement did not have any effect on the Company's results of operations or financial condition.

In December 2003, the FASB issued SFAS No. 132 (revised 2003), "Employers' Disclosures about Pensions and Other Postretirement Benefits." The revised SFAS No. 132 retains disclosure requirements in the original statement and requires additional disclosures about pension plan assets, benefit obligations, cash flows, benefit costs and other relevant information. The new disclosures are effective for financial statements with fiscal years ending after December 15, 2003 and interim-period disclosures are effective for interim periods beginning after December 15, 2003. The statement also requires disclosures of information about foreign plans and estimated future benefit payments effective for fiscal years ending after June 15, 2004. The adoption of this statement is not expected to have any effect on the Company's results of operations or financial condition or impact its classification of any financial instruments.

In December 2003, the FASB issued FASB Interpretation No. ("FIN") 46R (revised December 2003), "Consolidation of Variable Interest Entities," which addresses how a business enterprise should evaluate whether it has a controlling financial interest in an entity through means other than voting rights and accordingly should consolidate the entity. FIN 46R replaces FASB Interpretation No. 46, "Consolidation of Variable Interest Entities," which was issued in January 2003. Management does not expect application of this interpretation to have a material effect on the Company's financial condition or results of operations.

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NOTE 6. INVENTORIES, NET

Inventories, net at March 28, 2004 and June 29, 2003 consist of:

		March 28, 2004		June 29, 2003
Products, at FIFO:
	Raw materials	$	6,042	$	4,117
	Work in process (a)		2,490		4,929
	Finished goods and spare parts		15,568		17,283
Centers, at average cost:
	Merchandise and spare parts		8,226		7,672

		$	32,326	$	34,001

(a): Work in process also includes inventory shipments in-transit to customers.

NOTE 7. PROPERTY AND EQUIPMENT, NET

Property and equipment, net at March 28, 2004 and June 29, 2003 consist of:

	March 28, 2004			June 29, 2003
Land	$	39,221		$	117,267
Buildings		149,823			307,722
Equipment, furniture and fixtures		173,592			255,817
Construction in progress		10,930			3,118

		373,566			683,924
Accumulated depreciation		(2,564	)		(115,315	)

	$	371,002		$	568,609

Depreciation expense related to property and equipment was $4,827, $10,056 and $40,771 for the New Company 2004 One Month, the Predecessor Company 2004 Two Months and the Predecessor Company 2004 Eight Months, respectively, and $20,612 and $62,533 for the 2003 Third Quarter and the Nine Months ended March 30, 2003, respectively.

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NOTE 8. SUPPLEMENTAL CASH FLOW INFORMATION

The following table presents supplemental cash flow information for the New Company 2004 One Month, the Predecessor Company 2004 Eight Months and the Nine Months ended March 28, 2004 and March 30, 2003:

		Nine Months ended March 28, 2004
		New Company 2004 One Month		Predecessor Company 2004 Eight Months		Predecessor Company Nine Months ended March 30, 2003
Cash paid during the period for:
	Interest(a)	$	5	$	57,844	$	32,419
	Income taxes	$	1,616	$	1,506	$	3,173

(a): Includes $26,486 of cash paid in prepayment penalties on Old Subordinated Notes.

NOTE 9. LONG-TERM DEBT

As discussed in Note 1, the Company completed the Merger on February 27, 2004 and substantially all of the debt the Predecessor Company had in place prior to the Merger was paid in full.

Credit Agreement

As of February 27, 2004, the Company entered into the Credit Agreement that consisted of a $135,000 Term Loan maturing in August 2009 and a $40,000 Revolver maturing in February 2009.

Outstanding borrowings under the Term Loan bear interest equal to either the Adjusted Eurocurrency Rate (as defined in the Credit Agreement) plus the applicable margin (3.00%) or the Base Rate (as defined in the Credit Agreement) plus the applicable margin (2.00%), at the Company's option depending on certain financial ratios. The interest rate in effect at March 28, 2004 was 4.0975%. Outstanding borrowings under the Revolver bear interest equal to the Adjusted Eurocurrency Rate plus the applicable margin (3.00%) or the Base Rate plus the applicable margin (2.00%), subject to a pricing grid tied to senior leverage. The Credit Agreement contains certain restrictive covenants, including the achievement of certain financial covenants and maximum levels of capital expenditures. No borrowings were outstanding under the Revolver as of March 28, 2004 and outstanding standby letters of credit issued under the Revolver totaled $18,631, leaving $21,369 available for additional borrowings or letters of credit. The principal amount of the Term Loan must be repaid on a quarterly basis in the amounts and at the times specified in the Credit Agreement, with a final principal payment of $127,913 due on August 27, 2009. Scheduled quarterly principal payments of $338 will begin in fiscal year 2005. All scheduled principal payments are due on the 30^th day of the last month of the calendar quarter. Repayment also is required in amounts specified in the Credit Agreement for certain events including certain asset sale proceeds and equity and debt offering proceeds. The Credit Agreement requires the frequency of interest payments to be not less than quarterly and an annual mandatory prepayment of the Term Loan based on a percentage of free cash flow, ranging from 25-75%, as specified in the Credit Agreement. The obligations of Worldwide under the Credit Agreement are secured by substantially all of the Company's U.S. assets and a 65% pledge of the capital stock of certain first tier foreign subsidiaries. Certain of the Company's U.S. subsidiaries have guaranteed, or

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are directly obligated on, the Credit Agreement. The Credit Agreement contains certain events of default including cross default provisions.

Subordinated Notes

As of February 27, 2004, in conjunction with the Merger, the Company issued the $150,000 Subordinated Notes with interest payable semi-annually. The Subordinated Notes were issued pursuant to an indenture dated February 27, 2004 (the "Indenture"). The Subordinated Notes are expressly subordinated to the payment of the Credit Agreement and any other senior indebtedness of the Company; contain affirmative and negative covenants that are customary to high yield instruments and generally no more restrictive than those contained in the Credit Agreement; contain certain events of default including cross default provisions; are unsecured; and have the benefit of guarantees of certain of the U.S. subsidiaries of the Company. Subject to certain exceptions, the Subordinated Notes may not be redeemed at the Company's option before March 1, 2007. Thereafter, the Subordinated Notes are redeemable in the manner provided in the Indenture at redemption prices equal to 105.00% during the 12 month period beginning March 1, 2007, 102.50% during the 12 month period beginning March 1, 2008 and 100.00% beginning on March 1, 2009 and thereafter. Upon the occurrence of a change of control (as defined in the Indenture), the Company is required to offer to purchase the Subordinated Notes at 101.00% of their principal amount, plus accrued interest. Subject to certain restrictions and conditions, the Indenture permits the payment of a dividend or distribution to Kingpin Intermediate Corp. or the repurchase or redemption of shares of Worldwide or any parent of Worldwide of up to 35% of the Net Cash Proceeds (as defined in the Indenture) from the sale of International Operations (as defined in the Indenture).

Old Credit Agreement

The Company's indebtedness under the Old Credit Agreement consisted of a $290,000 term facility and a $60,000 revolving credit facility. On December 19, 2002, after reviewing the Company's future liquidity requirements, the Company voluntarily and permanently reduced the revolving credit facility from $60,000 to $45,000. The Old Credit Agreement was paid in full in connection with the Merger.

Old Subordinated Notes

As of the date of the Merger, substantially all of the holders of the Old Subordinated Notes were satisfied in full. The Company paid $9,533 of accrued and unpaid interest related to these notes. The Company was also required to pay prepayment penalties of $26,486, which is classified as interest expense. In addition, the Company wrote-off $8,832 of deferred financing costs related to the Old Credit Agreement and the Old Subordinated Notes.

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Long-Term Debt Summary

The Company's long-term debt at March 28, 2004 and June 29, 2003 consists of:

		March 28, 2004			June 29, 2003
Term Loan		$	135,000		$	—
Revolver (a)			—			—
Subordinated Notes			150,000			—
Old Term Facility			—			262,232
Old Subordinated Notes			5			150,000
Mortgage note and capitalized leases (b)			3,935			4,256

	Total debt		288,940			416,488
Current maturities			(1,605	)		(40,901	)

	Total long-term debt	$	287,335		$	375,587

(a): As of March 28, 2004, there was $21,369 available for borrowing under the Revolver, with no amounts outstanding and $18,631 of issued but undrawn standby letters of credit.
(b): Represents debt under one mortgage note and three capitalized equipment leases as of March 28, 2004.

NOTE 10. LIABILITIES SUBJECT TO RESOLUTION

Liabilities subject to resolution in the Chapter 11 (as defined in Note 11) proceeding at March 28, 2004 and June 29, 2003 were $953 and $1,323, respectively. These balances consist primarily of real and personal property taxes expected to be paid upon settlement of the claims or over a six year period.

NOTE 11. COMMITMENTS AND CONTINGENCIES

Equipment Warranties

The following table provides a roll-forward from June 29, 2003 of the Company's estimated exposure related to equipment warranties for the period ended March 28, 2004:

June 29, 2003 Balance	$	1,521
Provision		238
Payments		(331	)

March 28, 2004 Balance	$	1,428

The warranty reserve is evaluated on a regular basis to determine its adequacy. The reserve is based upon prior experience and management's estimates going forward.

Equipment Sale Repurchase Agreements and Operating Lease Guarantees

In connection with certain equipment sales, AMF Products offers to certain lenders and leasing companies an equipment repurchase agreement. The repurchase price under such agreements is calculated to equal a portion of the debt incurred by the customer to finance the purchase of the

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equipment. The Company's aggregate amount of exposure related to equipment repurchase agreements is approximately $6,532 at March 28, 2004 of which $1,281 relates to equipment repurchase agreements entered into prior to the Petition Date (as defined in Note 11). If a customer defaults under an equipment loan or lease, AMF Products may be requested to repurchase the equipment from the lender or leasing company and would be at risk for the difference of the repurchase price paid to the lender or leasing company and the amount AMF Products could realize in re-selling the equipment.

The obligations under the repurchase agreements that were incurred prior to the Petition Date were impaired under the Plan (as defined in Note 11). Management has taken the position that the beneficiaries of such agreements are only entitled to their distributions as unsecured creditors of the Company under the Plan.

The Company's exposure under equipment repurchase agreements entered into after the Petition Date is approximately $5,251. This amount represents 19 equipment repurchase agreements that were entered into since the Petition Date. The Company believes it can realize approximately $2,900 upon the sale of equipment if it was required to perform under such agreements, leaving the Company with a net exposure of approximately $2,351. While there can be no assurance as to the timing, such equipment sales would occur in the normal course of business.

Effective January 1, 2003, the Company adopted the provisions of FASB Interpretation No. 45 "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others," which require the Company to record the fair value of any equipment sale repurchase agreements executed or modified after December 31, 2002. Since this adoption, the Company has entered into five repurchase agreements of which three resulted in a charge of $111 to record the liability related to the guarantees at fair value.

Asset Sales

During the 2004 Third Quarter, the Company sold the land and building associated with three bowling centers in the United States for net proceeds of $828 and a loss of $1,060, of which $429 was reserved, and excess property in the United States for net proceeds of $327 and a gain of the same amount. The Company also sold the land and building associated with a bowling center in Australia for net proceeds of $1,662 and a gain of $922. During the quarter ended December 28, 2003, the Company sold the land and building associated with a bowling center in the United States for net proceeds of $2,222 and a loss of $175, which was fully reserved, and excess property in the United States for net proceeds of $229 and a gain of the same amount. During the quarter ended September 28, 2003, the Company sold excess property in the United States for net proceeds of $781 and a gain of the same amount.

Litigation and Claims

On July 2, 2001 (the "Petition Date"), Worldwide and certain of its U.S. subsidiaries (collectively, the "Debtors") filed voluntary petitions for relief under Chapter 11 ("Chapter 11"). The bankruptcy court (the "Bankruptcy Court") confirmed the Second Amended Second Modified Joint Plan of

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Reorganization (the "Plan") on February 1, 2002 and the Debtors emerged from Chapter 11 on March 8, 2002 (the "Effective Date"). Upon emergence from Chapter 11, the indebtedness that the Company had in place prior to the Effective Date was terminated, discharged or re-instated and the shares of common stock of Worldwide held by its former direct parent at that time were cancelled. Pursuant to the Plan, common stock of the Reorganized Company, $0.01 par value (the "Old Common Stock"), was issued (or reserved for issuance) to the former creditors of the Debtors. The Old Common Stock was subsequently cancelled in connection with the Merger.

While the Company emerged from Chapter 11 on March 8, 2002, under the Plan, the Bankruptcy Court retained jurisdiction over certain matters, including matters relating to claim objections and specific matters relating to the implementation and consummation of the Plan. In management's opinion, the matters over which the Bankruptcy Court has retained jurisdiction are not expected to have a material adverse impact on the Company's financial position or results of operations. The Company recently filed a motion with the Bankruptcy Court asking it to authorize the payment of final distributions and the closure of the Chapter 11 proceeding. The Bankruptcy Court has scheduled a hearing on the motion on May 18, 2004.

The Company currently and from time to time is subject to claims and actions arising in the ordinary course of its business, including general liability, workers' compensation and environmental claims. In some actions, plaintiffs request punitive and other damages that may not be covered by insurance. In management's opinion, the ordinary course claims and actions in which the Company is involved are not expected to have a material adverse impact on its financial position or results of operations. In addition, AMF Centers is a defendant in certain actions alleging violations of the federal legislation for transmission of unsolicited communications. The plaintiffs in these actions seek statutory damages and have requested geographically-limited class certifications. It is not possible at this time to predict the outcome of such actions. AMF Centers also, from time to time, resolves claims alleging similar violations in order to avoid litigation.

Effects of Threatened European Community Tariff Increases

The Commission of the European Community (the "Commission") increased tariffs this year on certain U.S. exports to the countries comprising the European Community ("EC") in response to benefits for U.S. exporters under the U.S. Foreign Sales Corporation/Extraterritorial Income Exclusion tax regimes, which were declared in violation of U.S. obligations by the World Trade Organization ("WTO"). A substantial portion of the Company's bowling products imported into the EC are subject to the additional duty. The additional duty was 5% ad valorem in March 2004 and increases 1% each month thereafter up to a maximum of 14%. The U.S. Congress is considering changes to U.S. tax laws to address the adverse WTO rulings. There can be no assurance that absent appropriate Congressional action, the sanctions will not have an adverse impact on the Company's sales in the EC or margin.

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NOTE 12. BUSINESS SEGMENTS

The Company operates in two business segments: operation of bowling centers and manufacture and sale of bowling and related products. Information concerning these operations is presented below (in millions):

	New Company 2004 One Month
	Centers							Products
	U.S.		International			Subtotal		U.S.			International			Subtotal			Corporate			Eliminations			Total
Revenue from unaffiliated customers	$	42.8	$	9.9		$	52.7	$	4.1		$	6.8		$	10.9		$	—		$	—		$	63.6
Intersegment sales		—		—			—		1.3			0.3			1.6			—			(1.6	)		—
Operating income (loss)		5.0		(1.4	)		3.6		(0.7	)		0.5			(0.2	)		(1.6	)		—			1.8
Total assets		267.9		126.1			394.0		78.1			24.3			102.4			16.6			7.3			520.3
Depreciation and amortization		3.0		1.4			4.4		0.4			0.1			0.5			0.1			(0.1	)		4.9
Capital expenditures		2.8		0.5			3.3		—			0.1			0.1			(0.8	)		—			2.6
	Predecessor Company 2004 Two Months
	Centers							Products
	U.S.		International			Subtotal		U.S.			International			Subtotal			Corporate			Eliminations			Total
Revenue from unaffiliated customers	$	98.7	$	23.4		$	122.1	$	8.3		$	6.7		$	15.0		$	—		$	—		$	137.1
Intersegment sales		—		—			—		2.2			0.8			3.0			—			(3.0	)		—
Operating income (loss)		15.2		2.4			17.6		(0.1	)		(0.9	)		(1.0	)		(21.7	)		0.1			(5.0	)
Total assets		274.8		126.8			401.6		78.5			25.0			103.5			15.9			7.3			528.3
Depreciation and amortization		6.7		2.5			9.2		0.9			—			0.9			0.2			(0.2	)		10.1
Capital expenditures		6.3		1.6			7.9		0.6			—			0.6			1.0			—			9.5
	Predecessor Company 2003 Third Quarter
	Centers							Products
	U.S.		International			Subtotal		U.S.			International			Subtotal			Corporate			Eliminations			Total
Revenue from unaffiliated customers	$	141.7	$	28.6		$	170.3	$	10.8		$	6.8		$	17.6		$	—		$	—		$	187.9
Intersegment sales		—		—			—		3.6			0.8			4.4			—			(4.4	)		—
Operating income (loss)		36.2		2.9			39.1		0.2			(2.3	)		(2.1	)		(4.8	)		0.2			32.4
Total assets		488.6		95.4			584.0		83.1			30.9			114.0			32.7			6.8			737.5
Depreciation and amortization		16.4		3.2			19.6		0.9			0.1			1.0			0.3			(0.2	)		20.7
Capital expenditures		5.4		1.0			6.4		0.4			—			0.4			0.4			—			7.2
	Predecessor Company 2004 Eight Months
	Centers							Products
	U.S.		International			Subtotal		U.S.			International			Subtotal			Corporate			Eliminations			Total
Revenue from unaffiliated customers	$	304.9	$	80.7		$	385.6	$	38.5		$	35.2		$	73.7		$	—		$	—		$	459.3
Intersegment sales		—		—			—		11.2			3.1			14.3			—			(14.3	)		—
Operating income (loss)		39.7		5.8			45.5		2.0			(2.3	)		(0.3	)		(34.0	)		0.3			11.5
Total assets		274.8		126.8			401.6		78.5			25.0			103.5			15.9			7.3			528.3
Depreciation and amortization		27.7		9.1			36.8		3.5			0.2			3.7			1.1			(0.4	)		41.2
Capital expenditures		25.3		4.8			30.1		1.1			0.1			1.2			2.1			—			33.4
	Predecessor Company Nine Months ended March 30, 2003
	Centers							Products
	U.S.		International			Subtotal		U.S.			International			Subtotal			Corporate			Eliminations			Total
Revenue from unaffiliated customers	$	356.1	$	81.4		$	437.5	$	46.7		$	30.9		$	77.6		$	—		$	—		$	515.1
Intersegment sales		—		—			—		10.5			2.3			12.8			—			(12.8	)		—
Operating income (loss)		50.5		6.1			56.6		2.5			(3.1	)		(0.6	)		(14.0	)		0.4			42.4
Total assets		488.6		95.4			584.0		83.1			30.9			114.0			32.7			6.8			737.5
Depreciation and amortization		50.1		9.3			59.4		2.9			0.3			3.2			0.9			(0.5	)		63.0
Capital expenditures		19.8		3.6			23.4		1.3			0.1			1.4			1.2			—			26.0

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NOTE 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

As discussed in Note 9, the Company issued $150,000 of Subordinated Notes in connection with the Merger. The Subordinated Notes are jointly and severally guaranteed on a full and unconditional basis by the Company's direct and indirect, wholly owned domestic subsidiaries (the "Guarantor Subsidiaries"). The Company's foreign and non-wholly owned subsidiaries (the "Non-Guarantor Subsidiaries") do not provide guarantees. Based on this distinction, the following information presents the condensed consolidating balance sheet as of March 28, 2004, condensed consolidating statements of operations for the New Company 2004 One Month and the Predecessor Company 2004 Eight Months and the condensed consolidating statement of cash flows for the New Company 2004 One Month and the Predecessor Company 2004 Eight Months. The elimination entries presented are necessary to combine the entities comprising the Company.

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Condensed Consolidating Balance Sheet

		March 28, 2004
		Worldwide			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Assets
Current Assets:
	Cash and cash equivalents	$	8,268		$	10,335		$	4,379		$	—		$	22,982
	Accounts receivable—trade, net		—			17,810			3,295			—			21,105
	Accounts and notes receivable—intercompany		18,257			168,079			19,049			(205,385	)		—
	Inventories, net		—			26,742			5,584			—			32,326
	Advances and deposits		(7,146	)		23,704			6,344			—			22,902

Total current assets			19,379			246,670			38,651			(205,385	)		99,315
	Notes receivable, intercompany		47,903			—			5,663			(53,566	)		—
	Property and equipment, net		5,940			324,514			40,517			31			371,002
	Investment in subsidiaries		486,217			—			—			(486,217	)		—
	Leasehold interests and other assets		31,112			95,630			(354	)		(76,383	)		50,005

Total assets		$	590,551		$	666,814		$	84,477		$	(821,520	)	$	520,322

Liabilities & Stockholders' Equity
Current liabilities:
	Accounts payable	$	(592	)	$	12,458		$	6,198		$	—		$	18,064
	Accrued expenses and other		13,650			61,657			7,300			—			82,607
	Current portion of long term debt		1,013			517			75			—			1,605
	Accounts and notes payable—intercompany		130,581			36,829			37,975			(205,385	)		—

	Total current liabilities		144,652			111,461			51,548			(205,385	)		102,276
	Long term debt, less current portion		283,992			2,975			368			—			287,335
	Liabilities subject to resolution		—			953			—			—			953
	Notes payable—intercompany		10,611			—			42,955			(53,566	)		—
	Other long-term liabilities		21,569			54,640			174			(76,383	)		—

Total liabilities			460,824			170,029			95,045			(335,334	)		390,564
Stockholders' equity:
	Common stock		—			—			—			—			—
	Paid in capital		133,716			502,135			(9,807	)		(492,328	)		133,716
	Accumulated deficit		(1,657	)		(2,267	)		107			2,191			(1,626	)
	Accumulated other comprehensive income (loss)		(2,332	)		(3,083	)		(868	)		3,951			(2,332	)

Total stockholders' equity			129,727			496,785			(10,568	)		(486,186	)		129,758

Total liabilties and stockholders' equity		$	590,551		$	666,814		$	84,477		$	(821,520	)	$	520,322

F-59

Condensed Consolidating Statement of Operations

			Predecessor Company 2004 Eight Months
			Worldwide			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Operating revenue			$	—		$	407,506		$	58,799		$	(6,994	)	$	459,311
Operating expenses:
	Cost of goods sold			—			83,626			16,108			(6,563	)		93,171
	Bowling center operating expenses			—			233,889			32,027			(431	)		265,485
	Selling, general and administrative			32,882			12,627			2,456			—			47,965
	Depreciation and amortization			1,079			35,959			4,333			(195	)		41,176

		Total operating expenses		33,961			366,101			54,924			(7,189	)		447,797

		Operating income (loss)		(33,961	)		41,405			3,875			195			11,514
Nonoperating expense (income):
	Interest expense			59,419			160			66			(101	)		59,544
	Interest income			(41	)		(252	)		(326	)		101			(518	)
	Other expense (income)			(23,467	)		18,884			1,432			—			(3,151	)

		Total non-operating expenses, net		35,911			18,792			1,172			—			55,875

Income (loss) before provision for taxes				(69,872	)		22,613			2,703			195			(44,361	)
	Provision for taxes			91			2,131			1,175			—			3,397
	Equity in income (loss) of subsidiaries			22,205			—			—			(22,205	)		—

Net income			$	(47,758	)	$	20,482		$	1,528		$	(22,010	)	$	(47,758	)

F-60

Condensed Consolidating Statement of Operations

			New Company 2004 One Month
			Worldwide			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Operating revenue			$	—		$	56,406		$	8,140		$	(910	)	$	63,636
Operating expenses:
	Cost of goods sold			—			18,955			2,316			(838	)		20,433
	Bowling center operating expenses			—			29,295			4,095			(72	)		33,318
	Selling, general and administrative			1,541			1,322			358			—			3,221
	Depreciation and amortization			111			4,242			545			(25	)		4,873

		Total operating expenses		1,652			53,814			7,314			(935	)		61,845

		Operating income (loss)		(1,652	)		2,592			826			25			1,791
Nonoperating expense (income):
	Interest expense			1,882			28			—			—			1,910
	Interest income			(5	)		(39	)		(2	)		—			(46	)
	Other expense (income)			(3,009	)		3,254			582			—			827

		Total non-operating expenses, net		(1,132	)		3,243			580			—			2,691
Income (loss) before provision for taxes				(520	)		(651	)		246			25			(900	)
	Provision for taxes			203			283			240			—			726
	Equity in income (loss) of subsidiaries			(2,135	)		—			—			2,135			—

Net income			$	(2,858	)	$	(934	)	$	6		$	2,160		$	(1,626	)

F-61

Condensed Consolidating Statement of Operations

			Nine Months Ended March 30, 2003
			Worldwide			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Operating revenue			$	—		$	461,900		$	60,652		$	(7,492	)	$	515,060
Operating expenses:
	Cost of goods sold			—			93,787			14,820			(7,184	)		101,423
	Bowling center operating expenses			—			245,541			33,465			(308	)		278,698
	Selling, general and administrative expenses			13,037			12,571			3,921			—			29,529
	Restructuring, refinancing and other charges			—			—			—			—			—
	Depreciation and amortization			929			57,405			4,637			—			62,971

		Total operating expenses		13,966			409,304			56,843			(7,492	)		472,621

		Operating income (loss)		(13,966	)		52,596			3,809			—			42,439
Nonoperating expense (income):
	Interest expense			30,208			201			19			—			30,428
	Interest income			(95	)		(268	)		(86	)		—			(449	)
	Other expense (income)			4,635			(6,328	)		1,406			—			(287	)

		Total nonoperating expenses, net		34,748			(6,395	)		1,339			—			29,692

Income (loss) before reorganization items, net and provision for income taxes				(48,714	)		58,991			2,470			—			12,747
	Reorganization items			—			—			—			—			—

Income (loss) before taxes, net				(48,714	)		58,991			2,470			—			12,747
	Provision for (benefit from) income taxes			—			3,184			2,016			—			5,200
	Equity in income of subsidiaries			52,172			—			—			(52,172	)		—

Net income			$	3,458		$	55,807		$	454		$	(52,172	)	$	7,547

F-62

Condensed Consolidating Statement of Cash Flows

		Predecessor Company 2004 Eight Months
		Worldwide			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Net cash provided by (used in) operating activities		$	228,143		$	(227,854	)	$	2,371		$	3,630		$	6,290

Cash flows from investing activities:
	Purchase of property and equipment		(2,125	)		(28,612	)		(2,617	)		—			(33,354	)
	Proceeds from the sale of property and equipment		—			4,083			615			—			4,698
	Proceeds from Sale-Leaseback Agreement		—			254,000			—			—			254,000

Net cash provided by (used in) investing activities			(2,125	)		229,471			(2,002	)		—			225,344

Cash flows from financing activities:
	Borrowing under New Term Facility		135,000			—			—			—			135,000
	Borrowing under New Subordinated Notes		150,000			—			—			—			150,000
	Repayment under Old Term Facility		(262,232	)		—			—			—			(262,232	)
	Repayment under Old Subordinated Notes		(149,995	)		—			—			—			(149,995	)
	Repyament under capital lease obligations		—			(203	)		—			—			(203	)
	Borrowing under old revolver		5,000			—			—			—			5,000
	Repayment under old revolver		(5,000	)		—			—			—			(5,000	)
	Dividends paid to Kingpin Holdings LLC		(250,252	)		—			—			—			(250,252	)
	Equity investment		133,716			—			—			—			133,716
	Deferred financing costs, net		(21,747	)		—			—			—			(21,747	)
	Stock Options		(953	)		—			—			—			(953	)

Net cash used for financing activities			(266,463	)		(203	)		—			—			(266,666	)

Effect of exchange rates on cash			—			—			—			(3,630	)		(3,630	)
Net increase (decrease) in cash			(40,445	)		1,414			369			—			(38,662	)

Cash and cash equivalents at beginning of period			48,123			5,440			2,712			—			56,275
Cash and cash equivalents at end of period		$	7,678		$	6,854		$	3,081		$	—		$	17,613

F-63

Condensed Consolidating Statement of Cash Flows

		New Company 2004 One Month
		Worldwide			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Net cash provided by (used in) operating activities		$	32		$	6,330		$	1,527		$	(2,383	)	$	5,506

Cash flows from investing activities:
	Purchase of property and equipment		859			(3,198	)		(234	)		—			(2,573	)
	Proceeds from the sale of property and equipment		—			466			5			—			471

Net cash provided by (used in) investing activities			859			(2,732	)		(229	)		—			(2,102	)

Cash flows from financing activities:
	Repyament under capital lease obligations		—			(117	)		—			—			(117	)
	Deferred financing costs, net		(301	)		—			—			—			(301	)

Net cash used for financing activities			(301	)		(117	)		—			—			(418	)

Effect of exchange rates on cash						—			—			2,383			2,383
Net increase (decrease) in cash			590			3,481			1,298			—			5,369

Cash and cash equivalents at beginning of period			7,678			6,854			3,081			—			17,613
Cash and cash equivalents at end of period		$	8,268		$	10,335		$	4,379		$	—		$	22,982

F-64

Condensed Consolidating Statement of Cash Flows

		Nine Months ended March 30, 2003
		Worldwide			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Net cash provided by (used in) operating activities		$	52,323		$	22,408		$	(1,561	)	$	(621	)	$	72,549

Cash flows from investing activities:
	Purchase of property and equipment		(1,193	)		(23,239	)		(1,600	)		—			(26,032	)
	Proceeds from the sale of property and equipment		—			857			—			—			857
	Other		—			137			—			—			137

Net cash used in investing activities			(1,193	)		(22,245	)		(1,600	)		—			(25,038	)

Cash flows from financing activities:
	Borrowing under Revolver		—			—			—			—			—
	Repayment under Revolver		—			—			—			—			—
	Repayment under Term Facility		(19,474	)		—			—			—			(19,474	)
	Repayment under capital lease obligations		—			(156	)		—			—			(156	)
	Other		—			(27	)		—			—			(27	)

Net cash used in financing activities			(19,474	)		(183	)		—			—			(19,657	)

Effect of exchange rates on cash									—			621			621
Net increase (decrease) in cash			31,656			(20	)		(3,161	)		—			28,475

Cash and cash equivalents at beginning of period			20,920			6,232			7,015			—			34,167
Cash and cash equivalents at end of period		$	52,576		$	6,212		$	3,854		$	—		$	62,642

F-65

AMF BOWLING WORLDWIDE, INC.

Offer to Exchange

$150,000,000 of 10% Senior Subordinated Notes due 2010, Series B

for any and all outstanding

$150,000,000 of 10% Senior Subordinated Notes due 2010

PROSPECTUS

, 2004

PART II: INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20: Indemnification of Directors and Officers.

Delaware General Corporation Law

Section 145(a) of the Delaware General Corporation Law provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful.

Section 145(b) of the Delaware General Corporation Law provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

Section 145(c) of the Delaware General Corporation Law provides that to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 145(a) and (b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

Section 145(d) of the Delaware General Corporation Law provides that any indemnification under Section 145(a) and (b) (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 145(a) and (b). Such determination shall be made (1) by a majority vote of the directors who were not parties to such action, suit or proceeding, even though less than a quorum, or (2) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (3) by the stockholders.

Section 145(e) of the Delaware General Corporation Law provides that expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not

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entitled to be indemnified by the corporation as authorized in Section 145. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

Section 145(f) of the Delaware General Corporation Law provides that the indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

Section 145(g) of the Delaware General Corporation Law provides that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's capacity as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145.

AMF Bowling Worldwide, Inc. Amended and Restated Certificate of Incorporation and By-laws

The Amended and Restated Certificate of Incorporation of AMF Bowling Worldwide, Inc. provides that each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Company to the fullest extent authorized by the General Corporation Law of the State of Delaware, against all expense, liability and loss (including attorneys' fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) actually and reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. This right of indemnification includes our obligation to provide an advance of expenses, although the indemnitee may be required to repay such an advance if there is a judicial determination that the indemnitee was not entitled to the indemnification.

The Amended and Restated Certificate of Incorporation of AMF Bowling Worldwide, Inc. also permits AMF Bowling Worldwide, Inc. to purchase and maintain insurance on its own behalf and on behalf of any other person who is or was a director, officer, employee or agent of AMF Bowling Worldwide, Inc. or a wholly owned subsidiary of AMF Bowling Worldwide, Inc. or was serving at request of AMF Bowling Worldwide, Inc. or a wholly owned subsidiary of AMF Bowling Worldwide, Inc.

The other registrants are organized in Delaware, Virginia, California, Kansas, Oregon, South Carolina and Texas. Indemnification of such registrants' directors and officers provided by applicable law, by the registrants' organizational documents, by contract or otherwise are substantially similar to that afforded by the directors and officers of AMF Bowling Worldwide, Inc.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(1): The attached Exhibit Index is incorporated herein by reference.

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(2): No financial statement schedules are required to be filed herewith pursuant to this Item.

ITEM 22. UNDERTAKINGS.

(a)

The undersigned hereby undertake:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i): To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii): To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;
(iii): To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2): That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3): To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b): The undersigned hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.
(c): Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such

II-3

director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d): The undersigned hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the date of the registration statement through the date of responding to the request.
(e): The undersigned hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, AMF Bowling Worldwide, Inc., a Delaware corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, State of Virginia, on the 26th day of July, 2004.

	AMF BOWLING WORLDWIDE, INC.
	By:		/s/ FREDERICK R. HIPP Frederick R. Hipp President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Frederick R. Hipp, Christopher F. Caesar, W. Thomas Didlake, Jr. and Daniel M. McCormack, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated on the 26th day of July, 2004.

Signature		Title

/s/ FREDERICK R. HIPP Frederick R. Hipp		Director, President and Chief Executive Officer (principal executive officer)
/s/ CHRISTOPHER F. CAESAR Christopher F. Caesar		Senior Vice President, Chief Financial Officer and Treasurer (principal financial officer)
/s/ W. THOMAS DIDLAKE, JR. W. Thomas Didlake, Jr.		Vice President and Corporate Controller (principal accounting officer)

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, AMF Bowling Products, Inc., a Virginia corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, State of Virginia, on the 26th day of July, 2004.

	AMF BOWLING PRODUCTS, INC.
	By:		/s/ CHRISTOPHER F. CAESAR Christopher F. Caesar Vice President, Chief Financial Officer, Treasurer and Assistant Secretary

POWER OF ATTORNEY

Signature		Title

/s/ FREDERICK R. HIPP Frederick R. Hipp		President and Chief Executive Officer of AMF Bowling Worldwide, Inc. (principal executive officer)
/s/ CHRISTOPHER F. CAESAR Christopher F. Caesar		Director, Vice President, Chief Financial Officer, Treasurer and Assistant Secretary of AMF Bowling Products, Inc. (principal financial officer)
/s/ W. THOMAS DIDLAKE, JR. W. Thomas Didlake, Jr.		Vice President and Corporate Controller of AMF Bowling Worldwide, Inc. (principal accounting officer)
/s/ DANIEL M. MCCORMACK Daniel M. McCormack		Director
/s/ JOHN B. WALKER John B. Walker		Director

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, AMF Bowling Centers Holdings Inc., a Delaware corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, State of Virginia, on the 26th day of July, 2004.

	AMF BOWLING CENTERS HOLDINGS INC.
	By:		/s/ CHRISTOPHER F. CAESAR Christopher F. Caesar President, Chief Financial Officer, Treasurer and Assistant Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Frederick R. Hipp, Christopher F. Caesar, W. Thomas Didlake, Jr. and Daniel M. McCormack, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she migtht or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title

/s/ FREDERICK R. HIPP Frederick R. Hipp		President and Chief Executive Officer of AMF Bowling Worldwide, Inc. (principal executive officer)
/s/ CHRISTOPHER F. CAESAR Christopher F. Caesar		Director, President, Chief Financial Officer, Treasurer and Assistant Secretary of AMF Bowling Centers Holdings Inc. (principal financial officer)
/s/ W. THOMAS DIDLAKE, JR. W. Thomas Didlake, Jr.		Vice President and Corporate Controller of AMF Bowling Worldwide, Inc. (principal accounting officer)

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, AMF Worldwide Bowling Center Holdings Inc., a Delaware corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, State of Virginia, on the 26th day of July, 2004.

	AMF WORLDWIDE BOWLING CENTERS HOLDINGS INC.
	By:		/s/ CHRISTOPHER F. CAESAR Christopher F. Caesar President, Chief Financial Officer, Treasurer and Assistant Secretary

POWER OF ATTORNEY

Signature		Title

/s/ FREDERICK R. HIPP Frederick R. Hipp		President and Chief Executive Officer of AMF Bowling Worldwide, Inc. (principal executive officer)
/s/ CHRISTOPHER F. CAESAR Christopher F. Caesar		Director, President, Chief Financial Officer, Treasurer and Assistant Secretary of AMF Worldwide Bowling Centers Holdings Inc. (principal financial officer)
/s/ W. THOMAS DIDLAKE, JR. W. Thomas Didlake, Jr.		Vice President and Corporate Controller of AMF Bowling Worldwide, Inc. (principal accounting officer)

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, American Recreation Centers, Inc., a California corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, State of Virginia, on the 26th day of July, 2004.

	AMERICAN RECREATION CENTERS, INC.
	By:		/s/ CHRISTOPHER F. CAESAR Christopher F. Caesar President, Chief Financial Officer, Treasurer and Assistant Secretary

POWER OF ATTORNEY

Signature		Title

/s/ FREDERICK R. HIPP Frederick R. Hipp		President and Chief Executive Officer of AMF Bowling Worldwide, Inc. (principal executive officer)
/s/ CHRISTOPHER F. CAESAR Christopher F. Caesar		Director, President, Chief Financial Officer, Treasurer and Assistant Secretary of American Recreation Centers, Inc. (principal financial officer)
/s/ W. THOMAS DIDLAKE, JR. W. Thomas Didlake, Jr.		Vice President and Corporate Controller of AMF Bowling Worldwide, Inc. (principal accounting officer)

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, AMF Bowling Centers, Inc., a Virginia corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, State of Virginia, on the 26th day of July, 2004.

	AMF BOWLING CENTERS, INC.
	By:		/s/ CHRISTOPHER F. CAESAR Christopher F. Caesar President, Chief Financial Officer, Treasurer and Assistant Secretary

POWER OF ATTORNEY

Signature		Title

/s/ FREDERICK R. HIPP Frederick R. Hipp		President and Chief Executive Officer of AMF Bowling Worldwide, Inc. (principal executive officer)
/s/ CHRISTOPHER F. CAESAR Christopher F. Caesar		Director, President, Chief Financial Officer, Treasurer and Assistant Secretary of AMF Bowling Centers, Inc. (principal financial officer)
/s/ W. THOMAS DIDLAKE, JR. W. Thomas Didlake, Jr.		Vice President and Corporate Controller of AMF Bowling Worldwide, Inc. (principal accounting officer)

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, AMF Beverage Company of Oregon, Inc., an Oregon corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, State of Virginia, on the 26th day of July, 2004.

	AMF BEVERAGE COMPANY OF OREGON, INC.
	By:		/s/ CHRISTOPHER F. CAESAR Christopher F. Caesar President, Chief Financial Officer, Treasurer and Assistant Secretary

POWER OF ATTORNEY

Signature		Title

/s/ FREDERICK R. HIPP Frederick R. Hipp		President and Chief Executive Officer of AMF Bowling Worldwide, Inc. (principal executive officer)
/s/ CHRISTOPHER F. CAESAR Christopher F. Caesar		Director, President, Chief Financial Officer, Treasurer and Assistant Secretary of AMF Beverage Company of Oregon, Inc. (principal financial officer)
/s/ W. THOMAS DIDLAKE, JR. W. Thomas Didlake, Jr.		Vice President and Corporate Controller of AMF Bowling Worldwide, Inc. (principal accounting officer)

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, King Louie Lenexa, Inc., a Kansas corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, State of Virginia, on the 26th day of July, 2004.

	KING LOUIE LENEXA, INC.
	By:		/s/ CHRISTOPHER F. CAESAR Christopher F. Caesar President, Chief Financial Officer, Treasurer and Assistant Secretary

POWER OF ATTORNEY

Signature		Title

/s/ FREDERICK R. HIPP Frederick R. Hipp		President and Chief Executive Officer of AMF Bowling Worldwide, Inc. (principal executive officer)
/s/ CHRISTOPHER F. CAESAR Christopher F. Caesar		Director, President, Chief Financial Officer, Treasurer and Assistant Secretary of King Louie Lenexa, Inc. (principal financial officer)
/s/ W. THOMAS DIDLAKE, JR. W. Thomas Didlake, Jr.		Vice President and Corporate Controller of AMF Bowling Worldwide, Inc. (principal accounting officer)

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 300, Inc., a Texas corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, State of Virginia, on the 26th day of July, 2004.

	300, INC.
	By:		/s/ WILLIAM C. DUFOUR William C. Dufour President and Secretary

POWER OF ATTORNEY

Signature		Title

/s/ WILLIAM C. DUFOUR William C. Dufour		Director, President and Secretary (principal executive officer)
/s/ CHRISTOPHER F. CAESAR Christopher F. Caesar		Senior Vice President, Chief Financial Officer and Treasurer of AMF Bowling Worldwide, Inc. (principal financial officer)
/s/ W. THOMAS DIDLAKE, JR. W. Thomas Didlake, Jr.		Vice President and Corporate Controller of AMF Bowling Worldwide, Inc. (principal accounting officer)

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Bush River Corporation, a South Carolina corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, State of Virginia, on the 26th day of July, 2004.

	BUSH RIVER CORPORATION
	By:		/s/ CHRISTOPHER F. CAESAR Christopher F. Caesar President, Chief Financial Officer, Treasurer and Assistant Secretary

POWER OF ATTORNEY

Signature		Title

/s/ FREDERICK R. HIPP Frederick R. Hipp		President and Chief Executive Officer of AMF Bowling Worldwide, Inc. (principal executive officer)
/s/ CHRISTOPHER F. CAESAR Christopher F. Caesar		Director, President, Chief Financial Officer, Treasurer and Assistant Secretary of Bush River Corporation (principal financial officer)
/s/ W. THOMAS DIDLAKE, JR. W. Thomas Didlake, Jr.		Vice President and Corporate Controller of AMF Bowling Worldwide, Inc. (principal accounting officer)

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, AMF Bowling Centers (Aust) International Inc., a Virginia corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, State of Virginia, on the 26th day of July, 2004.

	AMF BOWLING CENTERS (AUST) INTERNATIONAL INC.
	By:		/s/ CHRISTOPHER F. CAESAR Christopher F. Caesar President, Chief Financial Officer, Treasurer and Assistant Secretary

POWER OF ATTORNEY

Signature		Title

/s/ FREDERICK R. HIPP Frederick R. Hipp		President and Chief Executive Officer of AMF Bowling Worldwide, Inc. (principal executive officer)
/s/ CHRISTOPHER F. CAESAR Christopher F. Caesar		Director, President, Chief Financial Officer, Treasurer and Assistant Secretary of AMF Bowling Centers (Aust) International Inc. (principal financial officer)
/s/ W. THOMAS DIDLAKE, JR. W. Thomas Didlake, Jr.		Vice President and Corporate Controller of AMF Bowling Worldwide, Inc. (principal accounting officer)

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, AMF Bowling Centers International Inc., a Virginia corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, State of Virginia, on the 26th day of July, 2004.

	AMF BOWLING CENTERS INTERNATIONAL INC.
	By:		/s/ CHRISTOPHER F. CAESAR Christopher F. Caesar President, Chief Financial Officer, Treasurer and Assistant Secretary

POWER OF ATTORNEY

Signature		Title

/s/ FREDERICK R. HIPP Frederick R. Hipp		President and Chief Executive Officer of AMF Bowling Worldwide, Inc. (principal executive officer)
/s/ CHRISTOPHER F. CAESAR Christopher F. Caesar		Director, President, Chief Financial Officer, Treasurer and Assistant Secretary of AMF Bowling Centers International Inc. (principal financial officer)
/s/ W. THOMAS DIDLAKE, JR. W. Thomas Didlake, Jr.		Vice President and Corporate Controller of AMF Bowling Worldwide, Inc. (principal accounting officer)

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, AMF Bowling Mexico Holding, Inc., a Delaware corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, State of Virginia, on the 26th day of July, 2004.

	AMF BOWLING MEXICO HOLDING, INC.
	By:		/s/ CHRISTOPHER F. CAESAR Christopher F. Caesar President, Chief Financial Officer, Treasurer and Assistant Secretary

POWER OF ATTORNEY

Signature		Title

/s/ FREDERICK R. HIPP Frederick R. Hipp		President and Chief Executive Officer of AMF Bowling Worldwide, Inc. (principal executive officer)
/s/ CHRISTOPHER F. CAESAR Christopher F. Caesar		Director, President, Chief Financial Officer, Treasurer and Assistant Secretary of AMF Bowling Mexico Holding, Inc. (principal financial officer)
/s/ W. THOMAS DIDLAKE, JR. W. Thomas Didlake, Jr.		Vice President and Corporate Controller of AMF Bowling Worldwide, Inc. (principal accounting officer)

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Boliches AMF, Inc., a Virginia corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, State of Virginia, on the 26th day of July, 2004.

	BOLICHES AMF, INC.
	By:		/s/ CHRISTOPHER F. CAESAR Christopher F. Caesar President, Chief Financial Officer, Treasurer and Assistant Secretary

POWER OF ATTORNEY

Signature		Title

/s/ FREDERICK R. HIPP Frederick R. Hipp		President and Chief Executive Officer of AMF Bowling Worldwide, Inc. (principal executive officer)
/s/ CHRISTOPHER F. CAESAR Christopher F. Caesar		Director, President, Chief Financial Officer, Treasurer and Assistant Secretary of Boliches AMF, Inc. (principal financial officer)
/s/ W. THOMAS DIDLAKE, JR. W. Thomas Didlake, Jr.		Vice President and Corporate Controller of AMF Bowling Worldwide, Inc. (principal accounting officer)

II-18

EXHIBIT INDEX

EXHIBIT NO.		DESCRIPTION
1.1		Purchase Agreement dated as of February 19, 2004 by and between Kingpin Merger Sub, Inc. and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse First Boston LLC, with respect to 10% Senior Subordinated Notes due 2010 (filed herewith).
2.1		Order Confirming Second Amended Second Modified Joint Plan of Reorganization of AMF Bowling Worldwide, Inc. and certain of its direct and indirect subsidiaries (incorporated herein by reference to the Company's Annual Report on Form 10-K, Exhibit 2.1, for the year ended December 31, 2001 (File No. 001-12131)).
2.2		Second Amended Second Modified Joint Plan of Reorganization of AMF Bowling Worldwide, Inc. and certain of its direct and indirect subsidiaries (incorporated herein by reference to the Company's Current Report on Form 8-K dated March 8, 2002 (File No. 001-12131)).
2.3		Agreement and Plan of Merger dated as of November 26, 2003 among Kingpin Holdings. LLC, Kingpin Merger Sub, Inc. and AMF Bowling Worldwide, Inc. (incorporated herein by reference to the Registrant's Current Report of Form 8-K dated November 28, 2003 (file No. 001-12131)).
3.1		Amended and Restated Certificate of Incorporation of AMF Bowling Worldwide, Inc. (incorporated herein by reference to the Company's Current Report on Form 8-K dated March 8, 2002 (File No. 001-12131)).
3.2		Amended and Restated By-Laws of AMF Bowling Worldwide, Inc. (incorporated herein by reference to the Company's Current Report on Form 8-K dated March 8, 2002 (File No. 001-12131)).
3.3		Articles of Incorporation of AMF Bowling Products, Inc. (filed herewith).
3.4		By-Laws of AMF Bowling Products, Inc. (filed herewith).
3.5		Certificate of Incorporation of AMF Bowling Centers Holdings Inc. (filed herewith).
3.6		By-Laws of AMF Bowling Centers Holdings Inc. (filed herewith).
3.7		Certificate of Incorporation of AMF Worldwide Bowling Centers Holdings Inc. (filed herewith).
3.8		By-Laws of AMF Worldwide Bowling Centers Holdings Inc. (filed herewith).
3.9		Articles of Incorporation of American Recreation Centers, Inc. (filed herewith).
3.10		By-Laws of American Recreation Centers, Inc. (filed herewith).
3.11		Articles of Incorporation of AMF Bowling Centers, Inc. (filed herewith).
3.12		Restated and Amended By-Laws of AMF Bowling Centers, Inc. (filed herewith).
3.13		Articles of Incorporation of AMF Beverage Company of Oregon, Inc. (filed herewith).
3.14		By-Laws of AMF Beverage Company of Oregon, Inc. (filed herewith).
3.15		Articles of Incorporation of King Louie Lenexa, Inc. (filed herewith).
3.16		Amended and Restated By-Laws of King Louie Lenexa, Inc. (filed herewith).
3.17		Articles of Incorporation of 300, Inc. (filed herewith).
3.18		Amended and Restated By-Laws of 300, Inc. (filed herewith).

3.19		Articles of Incorporation of Bush River Corporation (filed herewith).
3.20		Amended and Restated By-Laws of Bush River Corporation (filed herewith).
3.21		Articles of Incorporation of AMF Bowling Centers (Aust) International Inc. (filed herewith).
3.22		By-Laws of AMF Bowling Centers (Aust) International Inc. (filed herewith).
3.23		Articles of Incorporation of AMF Bowling Centers International Inc. (filed herewith).
3.24		By-Laws of AMF Bowling Centers International Inc. (filed herewith).
3.25		Certificate of Incorporation of AMF Bowling Mexico Holding, Inc. (filed herewith).
3.26		Amended and Restated By-Laws of AMF Bowling Mexico Holding, Inc. (filed herewith).
3.27		Articles of Incorporation of Boliches AMF, Inc. (filed herewith).
3.28		By-Laws of Boliches AMF, Inc. (filed herewith).
4.1		Indenture dated as of February 27, 2004 by and among AMF Bowling Worldwide, Inc., certain subsidiaries of AMF Bowling Worldwide, Inc., as Guarantors, and Wilmington Trust Company, as Trustee, with respect to 10% Senior Subordinated Notes due 2010 (incorporated herein by reference to the Company's Quarterly Report on Form 10-Q, Exhibit 4.1, for the quarterly period ended March 28, 2004 (File No. 001-12131)).
4.2		Registration Rights Agreement dated as of February 27, 2004 by and among AMF Bowling Worldwide, Inc., certain subsidiaries of AMF Bowling Worldwide, Inc., as Guarantors, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse First Boston LLC, as Initial Purchasers (filed herewith).
4.3		Form of Senior Subordinated Note (attached as exhibit to Exhibit 4.1).
4.4		Registration Rights Agreement dated as of March 8, 2002 by and among AMF Bowling Worldwide, Inc. and certain holders of common stock (incorporated herein by reference to the Company's Current Report on Form 8-K dated March 8, 2002 (File No. 001-12131)).
4.5		Series A Warrant Agreement dated as of March 8, 2002 between AMF Bowling Worldwide, Inc. and Mellon Investor Services LLC, as Warrant Agent (incorporated herein by reference to the Company's Current Report on Form 8-K dated March 8, 2002 (File No. 001-12131)).
4.6		Series B Warrant Agreement dated as of March 8, 2002 between AMF Bowling Worldwide, Inc. and Mellon Investor Services LLC, as Warrant Agent (incorporated herein by reference to the Company's Current Report on Form 8-K dated March 8, 2002 (File No. 001-12131)).
5.1		Opinion of Kirkland & Ellis LLP, with respect to registrants organized under the laws of the State of Delaware (to be filed by amendment).
5.2		Opinion of Virginia counsel (to be filed by amendment).
5.3		Opinion of Oregon counsel (to be filed by amendment).
5.4		Opinion of Kansas counsel (to be filed by amendment).
5.5		Opinion of Texas counsel (to be filed by amendment).
5.6		Opinion of South Carolina counsel (to be filed by amendment).
8.1		Opinion of Kirkland & Ellis LLP regarding federal income tax consequences (to be filed by amendment).

10.1		Senior Secured Credit Agreement, dated as of February 27, 2004 among AMF Bowling Worldwide, Inc., certain of its subsidiaries as borrowers, the financial institutions listed on the signature pages thereto, and Credit Suisse First Boston LLC as Administrative Agent and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated as Syndication Agent and Documentation Agent (without exhibits) (incorporated herein by reference to the Company's Quarterly Report on Form 10-Q, Exhibit 10.1, for the quarterly period ended March 28, 2004 (File No. 001-12131)).
10.2		Employment Agreement, effective November 12, 1999, between AMF Bowling Worldwide, Inc. and Timothy N. Scott (incorporated herein by reference to the Company's Annual Report on Form 10-K, Exhibit 10.36, for the year ended December 31, 2000 (File No. 001-12131)). *
10.3		AMF Bowling Worldwide, Inc. Bonus, Severance and Retention Program for Certain Employees, approved November 9, 2000 (incorporated herein by reference to the Company's Annual Report on Form 10-K, Exhibit 10.38, for the year ended December 31, 2000 (File No. 001-12131)). *
10.4		Form of Employment Retention Agreement, effective November 9, 2000, among AMF Bowling Worldwide, Inc. AMF Bowling Products, Inc., AMF Bowling Centers, Inc., AMF Bowling Centers (Aust.) International, Inc. and AMF Worldwide Bowling Centers Holdings, Inc. and certain executives (incorporated herein by reference to the Company's Annual Report on Form 10-K, Exhibit 10.41, for the year ended December 31, 2000 (File No. 001-12131)). *
10.5		AMF Bowling Worldwide, Inc. 2002 Stock Option Plan (incorporated herein by reference to the Company's Current Report on Form 8-K dated March 8, 2002 (File No. 001-12131)). *
10.6		Employment Agreement, dated as of December 6, 2002, between AMF Bowling Worldwide, Inc. and George W. Vieth, Jr. (incorporated herein by reference to the Company's Quarterly Report on Form 10-Q, Exhibit 10.1, for the quarterly period ended March 30, 2003 (File No. 001-12131)). *
10.7		Grant Notice and Option Agreement, dated as of March 17, 2003, between AMF Bowling Worldwide, Inc. and George W. Vieth, Jr. (incorporated herein by reference to the Company's Quarterly Report on Form 10-Q, Exhibit 10.2, for the quarterly period ended March 30, 2003 (File No. 001-12131)). *
10.8		Amendment dated November 18, 2003 to Employment Agreement between AMF Bowling Worldwide, Inc. and George W. Vieth, Jr. dated December 6, 2002 (incorporated herein by reference to the Company's Quarterly Report on Form 10-Q, Exhibit 10.1, for the quarterly period ended December 28, 2003 (File No. 001-12131)).*
10.9		Amendment dated December 31, 2003 to Employment Agreement between AMF Bowling Worldwide, Inc. and George W. Vieth, Jr. dated December 6, 2002, as amended November 18, 2003 (incorporated herein by reference to the Company's Quarterly Report on Form 10-Q, Exhibit 10.2, for the quarterly period ended December 28, 2003 (File No. 001-12131)).*
10.10		Employment letter, dated as of February 27, 2004, between AMF Bowling Worldwide, Inc. and Frederick R. Hipp (incorporated herein by reference to the Company's Quarterly Report on Form 10-Q, Exhibit 10.5, for the quarterly period ended March 28, 2004 (File No. 001-12131)) *

10.11		Employment letter, dated as of January 31, 2004, between AMF Bowling Worldwide, Inc. and George W. Vieth, Jr. (incorporated herein by reference to the Company's Quarterly Report on Form 10-Q, Exhibit 10.6, for the quarterly period ended March 28, 2004 (File No. 001-12131)). *
10.12		Employment letter, dated as of March 19, 2004, between AMF Bowling Worldwide, Inc., Steven Pardis and George W. Vieth, Jr. (incorporated herein by reference to the Company's Quarterly Report on Form 10-Q, Exhibit 10.7, for the quarterly period ended March 28, 2004 (File No. 001-12131)). *
10.13		Lease I Agreement dated February 27, 2004 between iStar Bowling Centers I LP, as Landlord, and AMF Bowling Centers, Inc., as Tenant (incorporated herein by reference to the Company's Quarterly Report on Form 10-Q, Exhibit 10.2, for the quarterly period ended March 28, 2004 (File No. 001-12131)).
10.14		Lease II Agreement dated February 27, 2004 between iStar Bowling Centers II LP, as Landlord, and AMF Bowling Centers, Inc., as Tenant (incorporated herein by reference to the Company's Quarterly Report on Form 10-Q, Exhibit 10.3, for the quarterly period ended March 28, 2004 (File No. 001-12131)).
10.15		Management Agreement, dated February 27, 2004, by and between CHS Management VI LP and AMF Bowling Worldwide, Inc. (incorporated herein by reference to the Company's Quarterly Report on Form 10-Q, Exhibit 10.4, for the quarterly period ended March 28, 2004 (File No. 001-12131)).
12.1		Statement re: Computation of Ratios (filed herewith).
21.1		Subsidiaries of the Company (incorporated herein by reference to the Company's Annual Report on Form 10-K, Exhibit 10.17, for the year ended June 29, 2003 (File No. 001-12131)).
23.1		Consent of KPMG LLP (filed herewith).
23.2		Consents of Kirkland & Ellis LLP (included in Exhibits 5.1 and 8.1) (to be filed by amendment).
23.3		Consent of Virginia counsel (included in Exhibit 5.2) (to be filed by amendment).
23.4		Consent of Oregon counsel (included in Exhibit 5.3) (to be filed by amendment).
23.5		Consent of Kansas counsel (included in Exhibit 5.4) (to be filed by amendment).
23.6		Consent of Texas counsel (included in Exhibit 5.5) (to be filed by amendment).
23.7		Consent of South Carolina counsel (included in Exhibit 5.6) (to be filed by amendment).
24.1		Power of Attorney (included on the signature pages hereto).
25.1		Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939 of Wilmington Trust Company (filed herewith).
99.1		Form of Letter of Transmittal (to be filed by amendment).
99.2		Form of Tender Instructions (to be filed by amendment).
99.3		Form of Notice of Guaranteed Delivery (to be filed by amendment).

*: Management contract or compensatory plan or arrangement.

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