CEC ENTERTAINMENT, INC. as Issuer and the Subsidiary Guarantors party hereto from time to time 8.000% Senior Notes due 2022 INDENTURE Dated as of February 19, 2014 and Wilmington Trust, National Association as TrusteeIndenture • October 14th, 2014 • Hospitality Distribution Inc • Retail-eating places • New York
INDENTURE, dated as of February 19, 2014, among CEC ENTERTAINMENT, INC., a Kansas corporation (together with its successors and assigns, the “Issuer”), the Subsidiary Guarantors party hereto from time to time (as defined below) and Wilmington Trust, National Association, as trustee (the “Trustee”).
FIRST LIEN CREDIT AGREEMENT Dated as of February 14, 2014 Among QUESO HOLDINGS INC., as Holdings, Q MERGER SUB INC. (to be merged on the Closing Date with and into CEC ENTERTAINMENT, INC.), as Borrower, THE LENDERS PARTY HERETO, DEUTSCHE BANK AG NEW...First Lien Credit Agreement • October 14th, 2014 • Hospitality Distribution Inc • Retail-eating places • New York
FIRST LIEN CREDIT AGREEMENT dated as of February 14, 2014 (this “Agreement”), among QUESO HOLDINGS INC., a Delaware corporation (“Holdings”), Q MERGER SUB INC., a Kansas corporation (“Merger Sub”), the LENDERS party hereto from time to time, and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders.
EMPLOYMENT AGREEMENTEmployment Agreement • October 14th, 2014 • Hospitality Distribution Inc • Retail-eating places • Delaware
This EMPLOYMENT AGREEMENT, by and between CEC Entertainment, Inc., a Kansas corporation (the “Company”), and J. Roger Cardinale (“Executive”) (collectively, the “Parties”) is made as of July 30, 2014 (the “Effective Date”).
SUBSIDIARY GUARANTEE AGREEMENT (FIRST LIEN) dated and effective as of February 14, 2014, among The Subsidiaries of CEC Entertainment, Inc. Named Herein and DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral AgentSubsidiary Guarantee Agreement • October 14th, 2014 • Hospitality Distribution Inc • Retail-eating places • New York
This SUBSIDIARY GUARANTEE AGREEMENT (FIRST LIEN), dated as of February 14, 2014 (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”), by and among each Subsidiary listed on the signature page hereof and each other Subsidiary that becomes a party hereto after the date hereof (collectively, the “Subsidiary Guarantors”) and DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent (in such capacity, together with any successor thereto, the “Collateral Agent”) for the Secured Parties.
HOLDINGS GUARANTEE AND PLEDGE AGREEMENT dated and effective as of February 14, 2014 between QUESO HOLDINGS INC., as Holdings and DEUTSCHE BANK AG NEW YORK BRANCH, as AgentHoldings Guarantee and Pledge Agreement • October 14th, 2014 • Hospitality Distribution Inc • Retail-eating places • New York
This HOLDINGS GUARANTEE AND PLEDGE AGREEMENT, dated and effective as of February 14, 2014, is between QUESO HOLDINGS INC., a Delaware corporation (“Holdings”), and DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent (together with its successors and permitted assigns in such capacity, the “Agent”) for the benefit of the Secured Parties (as defined below).
COLLATERAL AGREEMENT (FIRST LIEN) dated and effective as of February 14, 2014 among CEC ENTERTAINMENT, INC. (as successor by merger on the date hereof to Q MERGER SUB INC.), as Borrower, each Subsidiary Loan Party party hereto and DEUTSCHE BANK AG NEW...Collateral Agreement • October 14th, 2014 • Hospitality Distribution Inc • Retail-eating places • New York
COLLATERAL AGREEMENT (FIRST LIEN) dated and effective as of February 14, 2014, (this “Agreement”), is among CEC ENTERTAINMENT, INC. (the “Borrower”), as successor by merger on the date hereof to Q Merger Sub Inc. (“Merger Sub”), each Subsidiary of the Borrower party hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent for the Secured Parties referred to herein (together with its successors and assigns in such capacity, the “Collateral Agent”).
QUESO HOLDINGS INC. STOCK OPTION AGREEMENTStock Option Agreement • October 14th, 2014 • Hospitality Distribution Inc • Retail-eating places • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”), made as of this [•], 2014 (the “Date of Grant”), by and between Queso Holdings Inc., a Delaware corporation (the “Company”), and the grantee whose name appears on the signature page hereto (the “Participant”). Capitalized terms used herein without definition have the meaning ascribed to such terms in the Queso Holdings Inc. 2014 Equity Incentive Plan (the “Plan”).
REGISTRATION RIGHTS AGREEMENT Dated February 19, 2014 among CEC ENTERTAINMENT, INC. THE SUBSIDIARY GUARANTORS NAMED HEREIN and CREDIT SUISSE SECURITIES (USA) LLC DEUTSCHE BANK SECURITIES INC.Registration Rights Agreement • October 14th, 2014 • Hospitality Distribution Inc • Retail-eating places • New York
THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of February 19, 2014 (the “Agreement”), among CEC Entertainment, Inc., a Kansas Corporation (the “Company”), and the guarantors as set forth on Annex I hereto (the “Subsidiary Guarantors” and, together with the Company, the “Issuers”) and Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., acting as representatives (in such capacity, the “Representatives”) of the several purchasers (the “Initial Purchasers”) named in Schedule A to that Purchase Agreement, dated as of February 14, 2014 (the “Purchase Agreement”), by and among the Issuers and the Representatives.
Non-Employee Director Term SheetNon-Employee Director Agreement • October 14th, 2014 • Hospitality Distribution Inc • Retail-eating places
THIS TERM SHEET DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE SECURITIES OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO.
OPERATING AGREEMENT OF CEC ENTERTAINMENT HOLDINGS, LLC (A Nevada Limited Liability Company)Operating Agreement • October 14th, 2014 • Hospitality Distribution Inc • Retail-eating places • Nevada
This Operating Agreement of CEC Entertainment Holdings, LLC, dated as of December 18, 2002 (the “Agreement”), is adopted by CEC Entertainment, Inc., a Kansas corporation (“CEC”), as the sole member of CEC Entertainment Holdings, LLC (the “Company”).
AGREEMENT AND PLAN OF MERGER among QUESO HOLDINGS INC., Q MERGER SUB INC. and CEC ENTERTAINMENT, INC. Dated as of January 15, 2014Merger Agreement • October 14th, 2014 • Hospitality Distribution Inc • Retail-eating places • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of January 15, 2014 (this “Agreement”), is among Queso Holdings Inc., a Delaware corporation (“Parent”), Q Merger Sub Inc., a Kansas corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and CEC Entertainment, Inc., a Kansas corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 9.11.
AGREEMENT OF LIMITED PARTNERSHIP OF SHOWBIZ MERCHANDISING, L.P.Limited Partnership Agreement • October 14th, 2014 • Hospitality Distribution Inc • Retail-eating places • Texas
This Agreement of Limited Partnership of ShowBiz Merchandising, L.P. (as amended from time to time, the “Agreement”) is made and entered into as of the 21st day of November, 2002, by and among CEC Entertainment, Inc., a Kansas corporation, as general partner (the “General Partner”), and CEC Entertainment Holdings, LLC, a Nevada limited liability company, as limited partner (the “Limited Partner”).
