AP VIII Queso Holdings, L.P. One Manhattanville Road Suite 201 Purchase, NY 10577Equity Commitment Letter • January 16th, 2014 • Q Merger Sub • Retail-eating places • Delaware
Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended from time to time, the “Merger Agreement”), by and among CEC Entertainment, Inc., a Kansas corporation (the “Company”), Queso Holdings Inc., a Delaware corporation (“Parent”) and Q Merger Sub Inc., a Kansas corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Parent will acquire the Company by commencing a tender offer followed by a merger of Merger Sub, or a permitted assignee of Merger Sub, with and into the Company, on the terms and subject to the conditions set forth in the Merger Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement. This letter agreement is being delivered to Parent in connection with the execution of the Merger Agreement on the date hereof.
LIMITED GUARANTEELimited Guarantee • January 16th, 2014 • Q Merger Sub • Retail-eating places • Delaware
Limited Guarantee, dated as of January 15, 2014 (this “Limited Guarantee”), by each of the parties listed on Exhibit A hereto (each, a “Guarantor” and collectively, the “Guarantors”), in favor of CEC Entertainment, Inc., a Kansas corporation (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof, by and among the Guaranteed Party, Queso Holdings Inc., a Delaware corporation (“Parent”), and Q Merger Sub Inc., a Kansas corporation and a wholly owned subsidiary of Parent (“Merger Sub”) (as the same may be amended or modified from time to time, the “Merger Agreement”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.
