CEC ENTERTAINMENT INC
AMENDMENT TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10a2nd2003.txt
<DESCRIPTION>AMENDMENT TO CREDIT AGREEMENT
<TEXT>
Exhibit 10(a)

                       FIRST AMENDMENT TO CREDIT AGREEMENT

     This FIRST AMENDMENT TO CREDIT AGREEMENT ("Agreement") is made effective as
of the 28th day of  February,  2003,  by and between BANK OF AMERICA,  N.A.,  as
Administrative  Agent ("Agent") and CEC  ENTERTAINMENT  CONCEPTS,  L.P., a Texas
limited   partnership   (formerly   known  as   SHOWBIZ   MERCHANDISING,   L.P.)
("Borrower"),  CEC  ENTERTAINMENT,  INC., CEC ENTERTAINMENT  HOLDINGS,  LLC, SPT
DISTRIBUTION  COMPANY,  INC., and TJH RESTAURANT GROUP, INC.  ("Guarantors") and
the following  lenders,  Bank of America,  N.A., Bank One, N.A., as a Lender and
Syndication   Agent,  US  Bank  National   Association,   as  a  Lender  and  as
Co-Documentation  Agent,  Fleet  National  Bank, as Lender and  Co-Documentation
Agent, The Frost National Bank, Bank Hapoalim (collectively, "Lenders")

                                   WITNESSETH:

     WHEREAS,  Borrower on December 3, 2002  entered  into that  certain  Credit
Agreement  ("Credit  Agreement") with Agent and Lenders governing a $100,000,000
revolving credit loan from Lenders to Borrower (the "Loan");

     WHEREAS,  to evidence the Loan,  Borrower executed certain Promissory Notes
(collectively  the "Note") in the aggregate stated amount of $100,000,000  dated
of even date with the Credit  Agreement  and secured  guarantees  to support the
Loan from the Guarantors. All documents representing, evidencing or securing the
Loan are collectively referred to as the "Loan Documents"; and

     WHEREAS, the parties hereto desire to modify one of the financial covenants
to the Credit  Agreement and to amend all Loan Documents to account for the name
change by Borrower;

     NOW,  THEREFORE,  for and in  consideration  of the premises and the mutual
covenants  and  agreements  contained  herein,  and for other good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties to this Agreement hereby agree as follows:

1.      Modification to Credit Agreement.

     The Credit  Agreement is hereby  amended to modify  Section  7.06(d) in its
entirety to read as follows:

     (d) CEC Entertainment may declare or pay cash dividends to its stockholders
and purchase, redeem or otherwise acquire shares of its capital stock (including
its preferred  stock) or warrants,  rights or options to acquire any such shares
for  cash  solely  out of  50%  of net  income  of  CEC  Entertainment  and  its
<PAGE>

Subsidiaries  arising  in  the  preceding  12-month  period  and  computed  on a
cumulative  consolidated basis with other such transactions by CEC Entertainment
during that period;  provided,  however,  for purposes of this  calculation  any
purchase, redemption or acquisition shall be utilized in the calculation only if
it occurs on or after  December 3, 2002; and provided  further that  immediately
after giving effect to all such proposed action, no Default would exist; and ".

2.      Modification  of  Loan  Documents.  Each of the Loan Documents is hereby
modified to acknowledge the name change by Borrower.  Therefore,  each reference
in each of the  Loan  Documents  to  "ShowBiz  Merchandising,  L.P."  is  hereby
modified to read, "CEC Entertainment  Concepts,  L.P. (formerly known as ShowBiz
Merchandising, L.P.)".

3.      Conditions  Precedent  to  the  Effectiveness  of this  Agreement.  This
effectiveness  of this Agreement is conditioned upon the achievement by Borrower
of the following conditions precedent:

        (a)  evidence  that  all corporate  and  partnership proceedings for the
Borrower and Guarantors taken in connection with the transaction contemplated by
this  Agreement  shall be reasonably  satisfactory  in form and substance to the
Agent  and its  counsel;  and the  Lenders  shall  have  received  copies of all
documents or other  evidence  which the Lenders or their counsel may  reasonably
request in connection therewith;

        (b) no Material Adverse  Effect shall exist or shall have occurred since
December 3, 2002.

4.      Acknowledgment by Borrower and Guarantors. Except as otherwise specified
herein,  the  terms  and  provisions  of the Loan  Documents  are  ratified  and
confirmed and shall remain in full force and effect,  enforceable  in accordance
with  their  terms.  Borrower  and  Guarantors  hereby  acknowledge,  agree  and
represent that (i) Borrower and  Guarantors are indebted to Lenders  pursuant to
the  terms  of  the  Notes  and  Loan   Documents  as  modified   hereby;   (ii)
contemporaneously with the effectiveness of this Agreement,  the representations
and   warranties   contained  in  the  Loan   Documents  are  true  and  correct
representations and warranties of Borrower and each Guarantor, as applicable and
(iii) Borrower and each Guarantor have no set-offs,  counterclaims,  defenses or
other causes of action  against Agent or Lenders  arising out of the Loan,  this
Agreement,  the Loan Documents or otherwise and to the extent any such set-offs,
counterclaims,  defenses or other causes of action may exist,  whether  known or
unknown, such items are hereby waived by Borrower and each Guarantor.

5.      Costs and  Expenses.  Contemporaneously  with the execution and delivery
hereof, Borrower shall pay, or cause to be paid, all costs and expenses incident
to the preparation  hereof and the consummation of the transaction  contemplated
hereby,  including,  but not limited to,  reasonable  fees and expenses of legal
counsel to Agent (which fees and expenses,  as to legal counsel of Agent,  shall
be paid directly to legal counsel of Agent  immediately  upon  presentation of a
bill for legal services rendered).

<PAGE>


6.      Governing  Law. THE TERMS AND PROVISION  HEREOF SHALL BE GOVERNED BY AND
CONSTRUED  IN  ACCORDANCE  WITH  THE  LAWS OF TILE  STATE OF  TEXAS,  EXCEPT  AS
OTHERWISE EXPRESSLY PROVIDED HEREIN.

7.      Time.  Time  is  of the  essence  in the  performance  of the  covenants
contained herein and in the Loan Documents.

8.      Binding  Agreement.  This  Agreement  shall be  binding  upon the heirs,
executors, administrators,  personal representatives,  successors and assigns of
the parties  hereto;  provided,  however,  the foregoing  shall not be deemed or
construed to (i) permit, sanction, authorize or condone the assignment of all or
any part of any interest in and to Borrower or any Guarantor except as expressly
authorized  in the Loan  Documents,  or (ii) confer any right,  title,  benefit,
cause of action or remedy  upon any person or entity not a party  hereto,  which
such party would not or did not otherwise possess.

9.      Headines.  The section  headings  hereof are inserted for convenience of
reference  only  and  shall in no way  alter,  amend,  define  or be used in the
construction or interpretation of the text of such section.

10.     Construction.  Whenever the context hereof so required, reference to the
singular  shall  include the plural and  likewise,  the plural shall include the
singular;  words  denoting  gender  shall be  construed  to mean the  masculine,
feminine or neuter, as appropriate;  and specific  enumeration shall not exclude
the general but shall be  construed  as  cumulative  of the general  recitation.
Terms not  defined  herein  shall  have the  meaning  given to such terms in the
Credit Agreement.

11.     Counterparts.  To  facilitate execution,  this Agreement may be executed
in as any  counterparts  as may be  convenient  or  required.  It  shall  not be
necessary  that the  signature  of,  or on  behalf  of,  each  party or that the
signature of all persons required to bind any party appear on each  counterpart.
All counterparts shall collectively  constitute a single counterpart  containing
the respective  signatures of, or on behalf of, each of the parties hereto.  Any
signature page to any counterpart may be detached from such counterpart  without
impairing the legal effect of the signatures thereon and thereafter  attached to
another  counterpart  identical  thereto except having attached to it additional
signature pages.  Signatures hereto transmitted by facsimile or other electronic
medium shall be effective as originals.

THIS AGREEMENT AND THE LOAN DOCUMENTS COLLECTIVELY REPRESENT THE FINAL AGREEMENT
BETWEEN  THE  PARTIES  AND  MAY  NOT  BE  CONTRADICTED  BY  EVIDENCE  OF  PRIOR,
CONTEMPORANEOUS,  OR SUBSEQUENT  ORAL  AGREEMENTS  OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     EXECUTED as of the date first above written.

     IN WITNESS  WHEREOF,  the parties hereto have executed this First Amendment
to  Credit  Agreement  effective  as of the date  first  set  forth  above.
<PAGE>


THE BORROWER:                        CEC Entertainment Concepts, L.P.,
                                     a Texas limited partnership

                                     By:   CEC Entertainment, Inc.,
                                           a Kansas corporation,
                                           its general partner

                                     By:   /s/ Rodney Carter
                                           --------------------------
                                           Rodney Carter
                                           Executive Vice President &
                                           Chief Financial Officer

THE ADMINISTRATIVE AGENT:            BANK OF AMERICA, N.A.,
                                     a national banking association,
                                     as the Administrative Agent



                                     By:   /s/ Suzanne M. Paul
                                           --------------------------
                                           Suzanne M. Paul
                                           Vice President

THE LENDERS:                         BANK OF AMERICA, N.A.,
                                     a national banking association



                                     By:   /s/ Steven A. Mackenzie
                                           --------------------------
                                           Steven A. Mackenzie
                                           Vice President

                                     BANK ONE, N.A.


                                     By:   /s/ Bradley C. Peters
                                           --------------------------
                                           Bradley C. Peters,
                                           Vice President

                                     US BANK NATIONAL ASSOCIATION


                                     By:   /s/ Gregory L. Dryden
                                           --------------------------
                                           Gregory L. Dryden,
                                           Vice President
<PAGE>

                                     FLEET NATIONAL BANK


                                     By:   /s/ J. Nicholas Cole
                                           --------------------------
                                           J. Nicholas Cole,
                                           Managing Director

                                     THE FROST NATIONAL BANK


                                     By:   /s/ Chris W. Holder
                                           --------------------------
                                           Chris W. Holder,
                                           Senior Vice President

                                     BANK HAPOALIM


                                     By:   /s/ Michael J. Byrne
                                           --------------------------
                                           Michael J. Byrne,
                                           VP - Senior Lending Officer


                                     By:   /s/ Boaz Dan
                                           --------------------------
                                           Boaz Dan,
                                           First Vice President & Branch Manager



The terms, conditions, and obligations of
each of the undersigned under this Agreement
and each of the Loan Documents are hereby
acknowledged and agreed to:

GUARANTORS:                          SPT DISTRIBUTION COMPANY, INC.,
                                     a Texas corporation


                                     By:   /s/ Marshall Fisco
                                           --------------------------
                                           Marshall Fisco
                                           Vice President
<PAGE>

                                     CEC ENTERTAINMENT, INC.,
                                     a Kansas corporation


                                     By:   /s/ Rodney Carter
                                           --------------------------
                                           Rodney Carter
                                           Executive Vice President &
                                           Chief Financial Officer

                                     CEC ENTERTAINMENT HOLDINGS, LLC,
                                     a Nevada limited liability company


                                     By:   /s/ Monte Miller
                                           --------------------------
                                           Monte Miller,
                                           President

                                     TJH RESTAURANT GROUP, INC.,
                                     a Texas corporation


                                     By:   /s/ Marshall Fisco
                                           --------------------------
                                           Marshall Fisco,
                                           Vice President





</TEXT>
</DOCUMENT>
