Common use of S-1 Clause in Contracts

S-1. Existing Letters of Credit 2.01 Commitments and Pro Rata Shares 4.01 List of Jurisdictions 5.05 Supplement to Interim Financial Statements 5.06 Litigation 5.13 Subsidiaries and Other Equity Investments 7.01 Existing Liens 7.03 Existing Indebtedness 10.02 Administrative Agent's Office, Certain Addresses for Notices EXHIBITS Form of A Committed Loan Notice B Intentionally Omitted C Note D Compliance Certificate E Assignment and Assumption F Guaranty G Opinion Matters H New Lender Agreement I Guaranty for CEC Entertainment CREDIT AGREEMENT This CREDIT AGREEMENT ("Agreement") is entered into as of December 3, 2002, among SHOWBIZ MERCHANDISING, L.P., a Texas limited partnership (the "Borrower"), CEC ENTERTAINMENT, INC., as a Guarantor, each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), BANK ONE, NA, as Syndication Agent, U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agent, FLEET NATIONAL BANK, as Co-Documentation Agent, and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer. The Borrower has requested that the Lenders provide a revolving credit facility, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

S-1. (e) Existing Letters of Credit 2.01 Commitments and Pro Rata Shares 4.01 List of Jurisdictions 5.05 Supplement to Interim Financial Statements 5.06 Litigation 5.09 Environmental Matters 5.13 Subsidiaries and Other Equity Investments 5.16 Intellectual Property Matters 7.01 Existing Liens 7.02 Existing Investments 7.03 Existing Indebtedness 10.02 Administrative Agent's 7.06 Existing Leases 9.02 Lending Office, Certain Addresses for Notices EXHIBITS Form of A Committed Loan Notice B Intentionally Omitted C Note D Compliance Certificate C Guaranty D Opinion of Counsel (Content Summary) E Assignment and Assumption F Guaranty G Opinion Matters H New Lender Pledge Agreement I Guaranty for CEC Entertainment CREDIT AGREEMENT This CREDIT AGREEMENT ("Agreement") is entered into as of December 3February 28, 2002, 2002 by and among SHOWBIZ MERCHANDISING, L.P., a Texas limited partnership (the "Borrower"), CEC ENTERTAINMENTMANUGISTICS GROUP, INC., a Delaware corporation (the "Company"), MANUGISTICS, INC., a Delaware corporation, and MANUGISTICS ATLANTA, INC., a Delaware corporation, as a Guarantor, each lender from time to time party hereto the initial Subsidiary Borrowers (collectivelytogether with the Company, the "Lenders" Borrowers", and individuallyeach, a "Borrower") and Bank of America, N.A. (the "Lender"), BANK ONE, NA, as Syndication Agent, U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agent, FLEET NATIONAL BANK, as Co-Documentation Agent, and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer. The Borrower has Borrowers have requested that the Lenders Lender provide a revolving credit facility, and the Lenders are Lender is willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

S-1. Existing Mandatory Cost Formulae 1.01(A)Designated Subsidiary 1.01(B)Existing Letters of Credit 2.01 Commitments and Pro Rata Shares 4.01 List of Jurisdictions Applicable Percentages 5.05 Supplement to Interim Financial Statements 5.06 Litigation 5.09 Environmental Matters 5.13 Subsidiaries and Other Equity Investments 5.16 Intellectual Property Matters 7.01 Existing Liens 7.02 Existing Investments 7.03 Existing Indebtedness 7.06 Material Leases 10.02 Administrative Agent's Office, ; Certain Addresses for Notices EXHIBITS Form of FORM OF A Committed Loan Notice B Intentionally Omitted C Note D Compliance Certificate E Assignment and Assumption F Subsidiary Guaranty G Opinion Matters H New Lender Subordination Agreement I Guaranty for CEC Entertainment CREDIT AGREEMENT This CREDIT AGREEMENT ("Agreement") is entered into as of December 3October 20, 20022004, among SHOWBIZ MERCHANDISING, L.P.KELLWOOD COMPANY, a Texas limited partnership Delaware corporation (the "Borrower"), CEC ENTERTAINMENT, INC., as a Guarantor, each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), BANK ONE, NA, as Syndication Agent, U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agent, FLEET NATIONAL BANK, as Co-Documentation Agent, and BANK OF AMERICA, N.A., as Administrative Agent and an L/C Issuer. The Borrower entered into that certain Credit Agreement dated as of April 30, 2002, by and among the Borrower, the Administrative Agent, and the lenders party thereto from time to time (as amended, modified, supplemented or amended and restated prior to the date hereof, the "Existing Credit Agreement"); The Borrower wishes to replace and refinance the Existing Credit Agreement, and has requested that the Lenders provide a revolving credit facility, facility to facilitate such replacement and the refinancing and for other lawful purposes; The Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

S-1. Existing Letters of Credit 2.01 Commitments and Pro Rata Shares 4.01 List of Jurisdictions 5.05 Supplement to Interim Financial Statements 5.06 Litigation 5.13 Subsidiaries and Other Equity Investments 7.01 Existing Liens 7.03 Existing Indebtedness 10.02 Administrative Agent's Office, Certain Addresses for Notices EXHIBITS Form of FORM OF A Committed Loan Notice B Intentionally Omitted Swing Line Loan Notice C Note D Compliance Certificate E Assignment and Assumption F Guaranty G Opinion Matters H New Lender Pledge Agreement I Guaranty for CEC Entertainment CREDIT AGREEMENT This CREDIT AGREEMENT ("Agreement") is entered into as of December 3November 10, 20022003, among SHOWBIZ MERCHANDISING, L.P.CALLAWAY GOLF COMPANY, a Texas limited partnership Delaware corporation (the "Borrower"), CEC ENTERTAINMENT, INC., as a Guarantor, each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), BANK ONE, NA, as Syndication Agent, U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agent, FLEET NATIONAL BANK, as Co-Documentation Agent, and BANK OF AMERICA, N.A., as Administrative Agent Agent, Swing Line Lender and L/C Issuer. The Borrower has requested that the Lenders provide a revolving credit facilityfacility that, at the option of the Borrower, is subject to being extended and converted to a term facility at the end of the revolving period, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

S-1. Existing Letters of Credit 2.01 Commitments and Pro Rata Shares 4.01 List of Jurisdictions 5.05 Supplement to Interim Financial Statements 5.06 Litigation 5.13 Subsidiaries and Other Equity Investments 7.01 Existing Liens 7.03 Existing Indebtedness 10.02 Administrative Agent's OfficeEurocurrency and Domestic Lending Offices, Certain Addresses for Notices EXHIBITS Form of A Committed Loan Notice B Intentionally Omitted Swing Line Loan Notice C Committed Loan Note D Swing Line Note E Compliance Certificate E F Assignment and Assumption F Guaranty Agreement G Opinion Matters H New Lender Agreement I Guaranty for CEC Entertainment of Counsel CREDIT AGREEMENT This CREDIT AGREEMENT ("Agreement") is entered into as of December 3June 28, 2002--------- 2001, among SHOWBIZ MERCHANDISING, L.P.XXXXXXX CORPORATION, a Texas limited partnership Delaware corporation (the "Borrower"), CEC ENTERTAINMENT, INC., as a Guarantor, each -------- lender from time to time party hereto (collectively, the "Lenders" and ------- individually, a "Lender"), BANK ONE, NABANC OF AMERICA SECURITIES LLC, as Syndication Agentthe Sole Book ------ Manager and a Co-Lead Arranger, U.S. THE BANK NATIONAL ASSOCIATIONOF NOVA SCOTIA, as a Co-Documentation AgentLead Arranger, FLEET NATIONAL SUNTRUST BANK and WACHOVIA BANK, N.A., each as a Co-Documentation Agent, and BANK OF AMERICA, N.A., as Administrative Agent Agent, Swing Line Lender and L/C Letter of Credit Issuer. The Borrower has requested that the Lenders provide a revolving credit facility, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: