SEC Filing | Dave & Buster's, Inc.

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Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MAY 5, 2013

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File No. 001-15007

Dave & Buster’s, Inc.

(Exact name of registrant as specified in its charter)

MISSOURI

43-1532756

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

2481 Mañana Drive

Dallas, Texas 75220

(Address of principal executive offices)

(Zip Code)

(214) 357-9588

(Registrant’s telephone number, including area code)

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “small reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of shares of the Issuer’s common stock, $0.01 par value, outstanding as of June 14, 2013, was 100 shares.

DAVE & BUSTER’S, INC.

FORM 10-Q FOR PERIOD ENDED MAY 5, 2013

TABLE OF CONTENTS


		PAGE

PART I	FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS		3

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		12

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		19

ITEM 4.	CONTROLS AND PROCEDURES		19

PART II	OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS		20

ITEM 1A.	RISK FACTORS		20

ITEM 6.	EXHIBITS		20

	SIGNATURES		21

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

DAVE & BUSTER’S, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)


	May 5, 2013		February 3, 2013
	(unaudited)		(audited)
ASSETS
Current assets:
Cash and cash equivalents	$	64,108	$	36,117
Inventories		14,665		14,849
Prepaid expenses		9,326		9,371
Deferred income taxes		14,449		18,209
Income taxes receivable		1,120		1,120
Other current assets		3,542		12,152

Total current assets		107,210		91,818
Property and equipment (net of $155,112 and $139,457 accumulated depreciation as of May 5, 2013 and February 3, 2013, respectively)		329,379		337,239
Tradenames		79,000		79,000
Goodwill		272,294		272,278
Other assets and deferred charges		23,882		24,218

Total assets	$	811,765	$	804,553

LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
Current installments of long-term debt (Note 3)	$	1,267	$	1,500
Accounts payable		17,816		23,878
Accrued liabilities (Note 2)		70,855		67,124
Income taxes payable		3,808		192
Deferred income taxes		489		189

Total current liabilities		94,235		92,883
Deferred income taxes		21,813		24,887
Deferred occupancy costs		68,633		69,544
Other liabilities		12,579		12,684
Long-term debt, less current installments, net of unamortized discount (Note 3)		343,266		343,579
Commitments and contingencies (Note 5)
Stockholder’s equity:
Common stock, $0.01 par value, 1,000 authorized; 100 issued and outstanding as of May 5, 2013 and February 3, 2013		—		—
Preferred stock, 10,000,000 authorized; none issued		—		—
Paid-in capital		247,206		246,929
Accumulated other comprehensive income		209		252
Retained earnings		23,824		13,795

Total stockholder’s equity		271,239		260,976

Total liabilities and stockholder’s equity	$	811,765	$	804,553

See accompanying notes to consolidated financial statements.

DAVE & BUSTER’S, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands, unaudited)


	Thirteen Weeks Ended May 5, 2013			Thirteen Weeks Ended April 29, 2012
Food and beverage revenues	$	80,911		$	79,144
Amusement and other revenues		87,244			84,330

Total revenues		168,155			163,474
Cost of food and beverage		20,151			19,207
Cost of amusement and other		12,213			11,747

Total cost of products		32,364			30,954
Operating payroll and benefits		37,439			36,610
Other store operating expenses		48,181			48,881
General and administrative expenses		9,724			9,017
Depreciation and amortization expense		16,910			14,795
Pre-opening costs		872			150

Total operating costs		145,490			140,407

Operating income		22,665			23,067
Interest expense, net		8,142			8,342

Income before provision for income taxes		14,523			14,725
Provision for income taxes		4,494			3,741

Net income		10,029			10,984

Unrealized foreign currency translation gain (loss), net of taxes		(43	)		90

Total comprehensive income	$	9,986		$	11,074

See accompanying notes to consolidated financial statements.

DAVE & BUSTER’S, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, unaudited)


	Thirteen Weeks			Thirteen Weeks
	Ended			Ended
	May 5, 2013			April 29, 2012
Cash flows from operating activities:
Net income	$	10,029		$	10,984
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense		16,910			14,795
Debt costs and discount amortization		576			751
Deferred income tax expense		868			1,107
Loss on disposal of fixed assets		504			335
Share-based compensation charges		277			292
Other, net		311			66
Changes in assets and liabilities:
Inventories		184			471
Prepaid expenses		81			402
Other current assets		8,451			(539	)
Other assets and deferred charges		(287	)		(558	)
Accounts payable		(6,062	)		(5,465	)
Accrued liabilities		3,696			4,571
Income taxes payable		3,616			1,118
Deferred occupancy costs		(876	)		513
Other liabilities		(105	)		1,749

Net cash provided by operating activities		38,173			30,592

Cash flows from investing activities:
Capital expenditures		(9,679	)		(5,095	)
Proceeds from sales of property and equipment		105			54

Net cash used in investing activities		(9,574	)		(5,041	)

Cash flows from financing activities:
Repayments of senior secured credit facility		(608	)		(375	)

Net cash used in financing activities		(608	)		(375	)

Increase in cash and cash equivalents		27,991			25,176
Beginning cash and cash equivalents		36,117			33,684

Ending cash and cash equivalents	$	64,108		$	58,860

Supplemental disclosures of cash flow information:
Cash paid for income taxes, net	$	10		$	23
Cash paid for interest and related debt fees, net of amounts capitalized	$	2,095		$	2,194

See accompanying notes to consolidated financial statements.

Dave & Buster’s, Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts)

Note 1: Description of Business and Basis of Presentation

Description of Business — Dave & Buster’s, Inc., a Missouri corporation, owns, operates and licenses high-volume venues that combine dining and entertainment in North America for both adults and families. Our venues operate under the names “Dave & Buster’s” and “Dave & Buster’s Grand Sports Café.” As of May 5, 2013, there were 61 company-owned locations in the United States and Canada and one franchise location in Canada. On May 31, 2013, our lone franchise store ceased operation as Dave & Buster’s. This change and the associated termination of the related franchise and development agreements are not expected to have a material impact on our financial position or results of operations. Dave & Buster’s, Inc. operates its business as one operating and one reportable segment. We operate on a 52 or 53 week fiscal year that ends on the Sunday after the Saturday closest to January 31. Each quarterly period has 13 weeks, except for a 53 week year when the fourth quarter has 14 weeks. Our fiscal year ending February 2, 2014 will consist of 52 weeks. Our fiscal year ended February 3, 2013 consisted of 53 weeks.

Dave & Buster’s, Inc. is a wholly owned subsidiary of Dave & Buster’s Holdings, Inc. (“D&B Holdings”), a Delaware corporation. D&B Holdings is a wholly owned subsidiary of Dave & Buster’s Entertainment, Inc. (formerly known as Dave & Buster’s Parent, Inc.) (“D&B Entertainment”), a Delaware corporation owned by Oak Hill Capital Partners III, L.P., Oak Hill Capital Management Partners III, L.P. (collectively “Oak Hill”) and certain members of the Board of Directors and management of Dave & Buster’s, Inc.

D&B Entertainment owns no other significant assets or operations other than the ownership of all the common stock of D&B Holdings. D&B Holdings owns no other significant assets or operations other than the ownership of all the common stock of Dave & Buster’s, Inc. References to “Dave & Buster’s,” the “Company,” “we,” “us,” and “our” are references to Dave & Buster’s, Inc. and its subsidiaries.

Related party transactions — From time to time, we temporarily advance funds to D&B Entertainment for payment of expenditures for its corporate purposes. Additionally, we owe D&B Entertainment for certain tax-related matters. We had a net payable of $5,467 and $3,349 as of May 5, 2013 and February 3, 2013, respectively.

Interim financial statements — The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States for interim financial information as prescribed by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Operating results for the thirteen weeks ended May 5, 2013 are not necessarily indicative of results that may be expected for any other interim period or for the year ending February 2, 2014. Our quarterly financial data should be read in conjunction with our Annual Audited Consolidated Financial Statements for the year ended February 3, 2013 (including the notes thereto) as contained in our Annual Report on Form 10-K filed with the SEC.

The financial statements include our accounts after elimination of all significant intercompany balances and transactions. All dollar amounts are presented in thousands, unless otherwise noted, except share amounts.

Concentration of Credit Risk — Financial instruments which potentially subject us to a concentration of credit risk are cash and cash equivalents. We currently maintain our day-to-day operating cash balances with major financial institutions. At times, our operating cash balances may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. From time to time, we invest temporary excess cash in overnight investments with expected minimal volatility, such as money market funds. Although we maintain balances that exceed the FDIC insured limit, we have not experienced any losses related to this balance, and we believe credit risk to be minimal.

Recent Accounting Pronouncements — In July 2012, the FASB issued Accounting Standards Update (“ASU”) No. 2012-02, “Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment”. The revised standard is intended to reduce the cost and complexity of testing indefinite-lived intangible assets other than goodwill for impairment. It allows companies to perform a “qualitative” assessment to determine whether further impairment testing of indefinite-lived intangible assets is necessary, similar in approach to the goodwill impairment test. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. We review our intangible assets for impairment in our fourth quarter unless circumstances require this analysis to be completed sooner. We do not expect the provisions of ASU No. 2012-02 to have a material effect on the Company’s financial position, results of operations or cash flows.

In February 2013, the FASB issued ASU No. 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”, which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. This guidance requires the disclosure of significant amounts reclassified from each component of accumulated other comprehensive income and the income statement line items affected by the reclassification. ASU No. 2013-02 is effective for the Company prospectively for reporting periods beginning after December 15, 2012. The adoption of ASU No. 2013-02 did not have an impact on the Company’s financial position, results of operations or cash flows.

Dave & Buster’s, Inc.

Notes to Consolidated Financial Statements (continued)

(in thousands, except share and per share amounts)

Significant accounting policies — There were no significant changes to our critical accounting policies from those disclosed in our Annual Report on Form 10-K filed with the SEC for the year ended February 3, 2013.

Note 2: Accrued Liabilities

Accrued liabilities consist of the following:


	May 5, 2013		February 3, 2013
Deferred amusement revenue	$	12,583	$	11,675
Compensation and benefits		10,969		15,205
Interest		9,793		4,242
Rent		8,457		8,902
Amusement redemption liability		7,582		7,144
Property taxes		3,711		2,884
Deferred gift card revenue		3,672		4,028
Sales and use taxes		3,190		4,282
Current portion of long term insurance reserves		3,000		3,000
Other		7,898		5,762

Total accrued liabilities	$	70,855	$	67,124

Note 3: Long-Term Debt

Long-term debt consisted of the following:


	May 5, 2013			February 3, 2013
Senior secured credit facility—term	$	145,267		$	145,875
Senior notes		200,000			200,000

Total debt outstanding		345,267			345,875
Unamortized debt discount		(734	)		(796	)
Less current installments		(1,267	)		(1,500	)

Long-term debt, less current installments, net of unamortized discount	$	343,266		$	343,579

Senior Secured Credit Facility — Our senior secured credit facility provides (a) a $150,000 term loan facility with a maturity date of June 1, 2016, and (b) a $50,000 revolving credit facility with a maturity date of June 1, 2015. The $50,000 revolving credit facility includes (i) a $20,000 letter of credit sub-facility (ii) a $5,000 swingline sub-facility and (iii) a $1,000 (in US Dollar equivalent) sub-facility available in Canadian dollars to the Company’s Canadian subsidiary. The revolving credit facility will be used to provide financing for general purposes. The Company originally received proceeds on the term loan facility of $148,500, net of a $1,500 discount. The discount is being amortized to interest expense over the life of the term loan facility. As of May 5, 2013, we had no borrowings under the revolving credit facility, borrowings of $145,267 ($144,533, net of discount) under the term facility and $5,670 in letters of credit outstanding. We believe that the carrying amount of our term credit facility approximates its fair value because the interest rates are adjusted regularly based on current market conditions. The interest rate on the term loan facility at May 5, 2013 was 5.5%. The fair value of the Company’s senior secured credit facility was determined to be a Level Two instrument as defined by GAAP.

The interest rates per annum applicable to loans, other than swingline loans, under our senior secured credit facility are set periodically based on, at our option, either (1) the greatest of (a) the defined prime rate in effect, (b) the Federal Funds Effective Rate in effect plus 1 / 2 of 1% and (c) a Eurodollar rate, which is subject to a minimum (or, in the case of the Canadian revolving credit facility, a Canadian prime rate or Canadian cost of funds rate), for one-, two-, three- or six-months (or, if agreed by the applicable lenders, nine or twelve months) or, in relation to the Canadian revolving credit facility, 30-, 60-, 90- or 180-day interest periods chosen by us or our Canadian subsidiary, as applicable in each case (the “Base Rate”), plus an applicable margin percentage between 2.50% and 4.50% or (2) a defined Eurodollar rate plus an applicable margin. Swingline loans bear interest at the Base Rate plus an applicable margin.

On May 13, 2011, the Company executed an amendment (the “Amendment”) to the senior secured credit facility. The Amendment reduced the applicable term loan margins and LIBOR floor used in setting interest rates, as well as limited the Company’s requirement to meet the covenant ratios, as stipulated in the Amendment, until such time as we make a draw on our revolving credit facility or issue letters of credit in excess of $12,000. As of May 5, 2013, we have had no draws on our revolving credit facility and outstanding letters of credit have not exceeded $12,000, and as such we were not required to maintain financial ratios under our senior secured credit facility.

Dave & Buster’s, Inc.

Notes to Consolidated Financial Statements (continued)

(in thousands, except share and per share amounts)

On May 14, 2013, the Company executed a second amendment (the “Second Amendment”) to the senior secured credit facility. The primary modification included in the Second Amendment is a reduction in the applicable term loan margin, which is reduced by 0.75% per annum based on a consolidated leverage ratio greater than or equal to 2.75:1.00. For a consolidated leverage ratio less than 2.75:1.00, the applicable term loan margin will be reduced further by 0.25%. Additionally, the Second Amendment reduced the LIBOR floor used in setting rates by 0.25%.

The senior secured credit facility requires compliance with financial covenants including a minimum fixed charge coverage ratio test and a maximum leverage ratio test. The Company is required to maintain a minimum fixed charge coverage ratio of 1.15:1.00 and a maximum leverage ratio of 4.25:1.00 as of May 5, 2013. The financial covenants will become more restrictive over time. The required minimum fixed charge coverage ratio increases annually to a required ratio of 1.30:1.00 in the fourth quarter of fiscal year 2014 and thereafter. The maximum leverage ratio decreases annually to a required ratio of 3.25:1.00 in the fourth quarter of fiscal 2014 and thereafter. In addition, the senior secured credit facility includes negative covenants restricting or limiting D&B Holdings, Dave & Buster’s and its subsidiaries’ ability to, among other things, incur additional indebtedness, pay dividends, make capital expenditures and sell or acquire assets. Virtually all of the Company’s assets are pledged as collateral for the senior secured credit facility.

Our senior secured credit facility also contains certain customary representations and warranties, affirmative covenants and events of default, including: payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults and cross-acceleration to certain indebtedness, certain events of bankruptcy, certain events under the Employee Retirement Income Security Act of 1974 as amended from time to time (“ERISA”), material judgments, actual or asserted failures of any guarantee or security document supporting the senior secured credit facility to be in full force and effect and a change of control. If an event of default occurs, the lenders under the senior secured credit facility would be entitled to take various actions, including acceleration of amounts due under the senior secured credit facility and all other actions permitted to be taken by a secured creditor.

Funds managed by Oak Hill Advisors, L.P. (the “OHA Funds”) comprise one of twenty-two creditors participating in the term loan portion of our senior secured credit facility. As of May 5, 2013, the OHA Funds held approximately 9.43%, or $13,695, of our total term loan obligation. Oak Hill Advisors, L.P. is an independent investment firm that is not an affiliate of Oak Hill and is not under common control with Oak Hill. Oak Hill Advisors, L.P. and an affiliate of Oak Hill Capital Management, LLC co-manage Oak Hill Special Opportunities Fund, L.P., a private fund. Certain employees of Oak Hill, in their individual capacities, have passive investments in Oak Hill Advisors, L.P. and/or the funds it manages.

Senior notes — Our senior notes are general unsecured, unsubordinated obligations of the Company and mature on June 1, 2018. Interest on the notes is paid semi-annually and accrues at the rate of 11.0% per annum. On or after June 1, 2014, the Company may redeem all, or from time-to-time, a part of the senior notes at redemption prices (expressed as a percentage of principal amount) ranging from 105.5% to 100.0% plus accrued and unpaid interest on the senior notes. As of May 5, 2013, our $200,000 of senior notes had an approximate fair value of $225,800 based on quoted market price. The fair value of the Company’s senior notes was determined to be a Level One instrument as defined by GAAP.

The senior notes restrict the Company’s ability to incur indebtedness, outside of the senior secured credit facility, unless the consolidated coverage ratio exceeds 2.00:1.00 or other financial and operational requirements are met. Additionally, the terms of the senior notes restrict the Company’s ability to make certain payments to affiliated entities. The Company was in compliance with the debt covenants as of May 5, 2013.

Future debt obligations — The following table sets forth our future debt principal payment obligations as of May 5, 2013 (excluding repayment obligations under the revolving portion of our senior secured credit facility).


	Debt Outstanding
	at May 5, 2013
1 year or less	$	1,267
2 years		1,500
3 years		1,500
4 years		141,000
5 years		—
Thereafter		200,000

Total future payments	$	345,267

Dave & Buster’s, Inc.

Notes to Consolidated Financial Statements (continued)

(in thousands, except share and per share amounts)

The following tables set forth our recorded interest expense, net:


	Thirteen Weeks			Thirteen Weeks
	Ended			Ended
	May 5, 2013			April 29, 2012
Gross interest expense	$	7,689		$	7,713
Amortization of issuance cost and discount		576			751
Capitalized interest		(41	)		(51	)
Interest income		(82	)		(71	)

Total interest expense, net	$	8,142		$	8,342

Our senior secured credit facility requires us to make mandatory debt prepayments to the extent that we have excess cash flow, as defined by the facility, in any completed fiscal year. During the first quarter of fiscal 2013 we made a $608 debt prepayment based on our fiscal 2012 excess cash flow. The excess cash flow prepayment represented early payment of $375 in principal which was due on April 30, 2013 and $233 in principal which is due on July 30, 2013.

Note 4: Income Taxes

We use the asset/liability method for recording income taxes, which recognizes the amount of current and deferred taxes payable or refundable at the date of the financial statements as a result of all events that are recognized in the financial statements and as measured by the provisions of enacted tax laws. We also recognize liabilities for uncertain income tax positions for those items that meet the “more likely than not” threshold.

In assessing the realizability of deferred tax assets, at May 5, 2013 we considered whether it is more likely than not that some or all of the deferred tax assets will not be realized. Accordingly, we have established a valuation allowance of $1,160 for deferred tax assets associated with state taxes, foreign taxes and uncertain tax positions as of May 5, 2013. The ultimate realization of our deferred tax assets is dependent on the generation of future taxable income during periods in which temporary differences and carryforwards become deductible.

The calculation of tax liabilities involves significant judgment and evaluation of uncertainties in the interpretation of state tax regulations. As a result, we have established accruals for taxes that may become payable in future years due to audits by tax authorities. Tax accruals are reviewed regularly pursuant to accounting guidance for uncertainty in income taxes. Tax accruals are adjusted as events occur that affect the potential liability for taxes, such as the expiration of statutes of limitations, conclusion of tax audits, identification of additional exposure based on current calculations, identification of new issues, the issuance of statutory or administrative guidance, or rendering of a court decision affecting a particular issue. Accordingly, we may experience significant changes in tax accruals in the future, if or when such events occur.

As of May 5, 2013, we have accrued approximately $588 of unrecognized tax benefits and approximately $301 of penalties and interest. Future recognition of potential interest or penalties, if any, will be recorded as a component of income tax expense. Because of the impact of deferred income tax accounting, $509 of unrecognized tax benefits, if recognized, would affect the effective tax rate.

The Company is a member of a consolidated group that includes D&B Entertainment. As of May 5, 2013, the Company owes D&B Entertainment approximately $5,015 of tax-related balances. Included in income tax payable is $2,123, which the Company anticipates paying to D&B Entertainment in fiscal 2013. In fiscal year 2013, we expect to utilize approximately $3,177 of available stand-alone tax credit carryforwards to offset our estimated stand-alone cash tax liability to D&B Entertainment.

Note 5: Commitments and Contingencies

We are subject to certain legal proceedings and claims that arise in the ordinary course of our business. In the opinion of management, based upon consultation with legal counsel, the amount of ultimate liability with respect to such legal proceedings and claims will not materially affect the consolidated results of our operations or our financial condition.

We lease certain property and equipment under various non-cancelable operating leases. Some of the leases include options for renewal or extension on various terms. Most of the leases require us to pay property taxes, insurance, and maintenance of the leased assets. Certain leases also have provisions for additional percentage rentals based on revenues.

Dave & Buster’s, Inc.

Notes to Consolidated Financial Statements (continued)

(in thousands, except share and per share amounts)

The following table sets forth our lease commitments as of May 5, 2013:


	Operating Lease
	Obligations
	at May 5, 2013
1 year or less	$	54,192
2 years		54,074
3 years		52,471
4 years		50,912
5 years		49,001
Thereafter		255,805

Total future payments	$	516,455

We have signed operating lease agreements for future sites located in Virginia Beach, Virginia, Albany, New York, Syracuse, New York, Cary, North Carolina and Livonia, Michigan, for which the landlord has fulfilled the obligations to commit us to the lease terms and therefore, the future obligations related to these locations are included in the table above. These five locations are expected to open in fiscal 2013.

Additionally, as of May 5, 2013, we have signed six lease agreements which contain certain landlord obligations which remain unfulfilled as of that date. Our commitments under these agreements are contingent upon among other things, the landlord’s delivery of access to the premises for construction. Future obligations related to these agreements are not included in the table above.

Note 6: Condensed Consolidating Financial Information

The senior notes (described in Note 3) are guaranteed on a senior basis by all domestic subsidiaries of the Company. The subsidiaries’ guarantee of the senior notes are full and unconditional and joint and several.

The accompanying condensed consolidating financial information has been prepared and presented pursuant to SEC Regulation S-X Rule 3-10 “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.” No other condensed consolidating financial statements are presented herein. The results of operations and cash flows from operating activities from the non-guarantor subsidiary were $(58) and $(879), respectively, for the thirteen week period ended May 5, 2013. There are no restrictions on cash distributions from the non-guarantor subsidiary.

Dave & Buster’s, Inc.

Notes to Consolidated Financial Statements (continued)

(in thousands, except share and per share amounts)

May 5, 2013:


	Issuer and Subsidiary Guarantors		Subsidiary Non-Guarantors			Consolidating Adjustments			Consolidated Dave & Buster’s, Inc.
Assets:
Current assets	$	102,038	$	5,172		$	—		$	107,210
Property and equipment, net		325,384		3,995			—			329,379
Tradenames		79,000		—			—			79,000
Goodwill		273,725		(1,431	)		—			272,294
Investment in sub		4,114		—			(4,114	)		—
Other assets and deferred charges		23,404		478			—			23,882

Total assets	$	807,665	$	8,214		$	(4,114	)	$	811,765


	Issuer and Subsidiary Guarantors		Subsidiary Non-Guarantors		Consolidating Adjustments			Consolidated Dave & Buster’s, Inc.
Liabilities and stockholder’s equity:
Current liabilities	$	90,241	$	3,994	$	—		$	94,235
Deferred income taxes		21,813		—		—			21,813
Deferred occupancy costs		68,527		106		—			68,633
Other liabilities		12,579		—		—			12,579
Long-term debt, less current installments, net of unamortized discount (Note 3)		343,266		—		—			343,266
Stockholder’s equity		271,239		4,114		(4,114	)		271,239

Total liabilities and stockholder’s equity	$	807,665	$	8,214	$	(4,114	)	$	811,765

February 3, 2013:


	Issuer and Subsidiary Guarantors		Subsidiary Non-Guarantors			Consolidating Adjustments			Consolidated Dave & Buster’s, Inc.
Assets:
Current assets	$	85,696	$	6,122		$	—		$	91,818
Property and equipment, net		333,018		4,221			—			337,239
Tradenames		79,000		—			—			79,000
Goodwill		273,725		(1,447	)		—			272,278
Investment in sub		4,215		—			(4,215	)		—
Other assets and deferred charges		23,854		364			—			24,218

Total assets	$	799,508	$	9,260		$	(4,215	)	$	804,553


	Issuer and Subsidiary Guarantors		Subsidiary Non-Guarantors		Consolidating Adjustments			Consolidated Dave & Buster’s, Inc.
Liabilities and stockholder’s equity:
Current liabilities	$	87,936	$	4,947	$	—		$	92,883
Deferred income taxes		24,887		—		—			24,887
Deferred occupancy costs		69,446		98		—			69,544
Other liabilities		12,684		—		—			12,684
Long-term debt, less current installments, net of unamortized discount (Note 3)		343,579		—		—			343,579
Stockholder’s equity		260,976		4,215		(4,215	)		260,976

Total liabilities and stockholder’s equity	$	799,508	$	9,260	$	(4,215	)	$	804,553

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (dollars in thousands).

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Annual Report on Form 10-K for the year ended February 3, 2013. Our Annual Report is available on our website at www.daveandbusters.com. Unless otherwise specified, the meanings of all defined terms in Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) are consistent with the meanings of such terms as defined in the Notes to Consolidated Financial Statements. This discussion contains forward-looking statements. Please see “Forward-Looking Statements” in Item 4 for a discussion of the risks, uncertainties, and assumptions relating to our forward-looking statements. All dollar amounts are presented in thousands.

General

We are a leading owner and operator of high-volume venues that combine dining and entertainment in North America for both adults and families. Founded in 1982, the core of our concept is to offer our guest base the opportunity to “Eat Drink Play ^®” all in one location, through a full menu of casual dining food items and a full selection of non-alcoholic and alcoholic beverage items combined with an extensive assortment of entertainment attractions, including large screen televisions and high quality audio systems providing guests with a venue for watching live sports and other televised events, skill and sports-oriented redemption games, video games, interactive simulators and other traditional games. Our guests are primarily a balanced mix of men and women aged 21 to 39, and we are also an attractive venue for families with children and teenagers. We believe we appeal to a diverse customer base by providing a highly customizable experience in a dynamic and fun setting.

As of May 5, 2013, we owned and operated 61 company-owned locations in 26 states and Canada and one franchise store location in Canada. On May 31, 2013, our lone franchise store ceased operation as Dave & Buster’s. This change and the associated termination of the related franchise and development agreements are not expected to have a material impact on our financial position or results of operations. Our stores average 47,000 square feet, range in size between 16,000 and 66,000 square feet and are open seven days a week, with hours of operation typically from 11:30 a.m. to midnight on Sunday through Thursday and 11:30 a.m. to 2:00 a.m. on Friday and Saturday.

Corporate history

On June 1, 2010, Dave & Buster’s Entertainment, Inc. (formerly known as Dave & Buster’s Parent, Inc. and originally named Games Acquisition Corp.) (“D&B Entertainment”), a newly-formed Delaware corporation owned by Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P. (collectively, the “Oak Hill Funds” and together with their manager, Oak Hill Capital Management, LLC, and its related funds, “Oak Hill Capital Partners”), acquired all of the outstanding common stock (the “Acquisition”) of Dave & Buster’s Holdings, Inc. (“D&B Holdings”) from Wellspring Capital Partners III, L.P. and HBK Main Street Investors L.P. In connection therewith, Games Merger Corp. a newly-formed Missouri corporation and an indirect wholly-owned subsidiary of D&B Entertainment, merged (the “Merger”) with and into D&B Holdings’ wholly-owned, direct subsidiary, Dave & Buster’s, Inc. (with Dave & Buster’s, Inc. being the surviving corporation in the Merger). As a result of the Acquisition and certain post-acquisition activity, the Oak Hill Funds directly control approximately 95.4% of D&B Entertainment’s outstanding common stock and have the right to appoint certain members of our Board of Directors, and certain members of our Board of Directors and management control approximately 4.6% of the outstanding common stock of D&B Entertainment.

The Acquisition resulted in a change in ownership of 100% of the Company’s outstanding common stock. The purchase price paid in the Acquisition has been “pushed down” to the Company’s financial statements and is allocated to record the acquired assets and liabilities assumed based on their acquisition date fair value.

Expense Reimbursement Agreement

We entered into an expense reimbursement agreement with Oak Hill Capital Management, LLC, concurrently with the consummation of the Acquisition. Pursuant to this agreement, Oak Hill Capital Management, LLC provides general advice to us in connection with our long-term strategic plans, financial management, strategic transactions and other business matters. The expense reimbursement agreement provides for the reimbursement of certain expenses of Oak Hill Capital Management, LLC. We incurred expenses of $205 during the first quarter of fiscal 2013 and $201 during the first quarter of fiscal 2012 under the terms of the expense reimbursement agreement. The initial term of the expense reimbursement agreement expires in June 2015 and after that date, such agreement will renew automatically on a year-to-year basis unless one party gives at least 30 days prior notice of its intention not to renew.

Presentation of Operating Results

We operate on a 52 or 53 week fiscal year that ends on the Sunday after the Saturday closest to January 31. Each quarter consists of 13 weeks, except for a 53 week year when the fourth quarter consists of 14 weeks. All references to the first quarter of 2013 relate to the 13 week period ended May 5, 2013. All references to the first quarter of 2012 relate to the 13 week period ended April 29, 2012. Our 2013 fiscal year will consist of 52 weeks and our 2012 fiscal year consisted of 53 weeks. As a result of the 53 week fiscal year in 2012, our 2013 fiscal year began one week later than our 2012 fiscal year. In order to provide useful information to investors to better analyze our business, we have provided below comparable store sales presented on a calendar week basis. Comparable store sales on a calendar week basis compares the results for the period from February 4, 2013 through May 5, 2013 (weeks 1 through 13 of our 2013 fiscal year) to the results for the period from February 6, 2012 through May 6, 2012 (weeks 2 through 14 of our 2012 fiscal year). We believe comparable store sales calculated on a calendar week basis is more indicative of the health of our business. However, we also recognize that comparable store sales growth calculated on a fiscal week basis is a useful measure when analyzing year-over-year changes in our financial statements.

Overview

We monitor and analyze a number of key performance measures in order to manage our business and evaluate financial and operating performance. These measures include:

Revenue — Revenues consist of food and beverage revenues as well as amusement and other revenues. Beverage revenues refer to alcoholic beverages. For the thirteen weeks ended May 5, 2013, we derived 33.2% of our total revenue from food sales, 14.9% from beverage sales, 51.1% from amusement sales and 0.8% from other sources. Our revenues are primarily influenced by the number of stores in operation and comparable store revenue. Comparable store revenue growth reflects the change in year-over-year revenue for the comparable store base and is an important measure of store performance. We define our comparable store base to include those stores open at the end of the period which have been open for at least a full 18 months as of the beginning of each fiscal year. Percentage changes have been calculated based on an equivalent number of weeks in both the current and comparison periods. Comparable store sales growth can be generated by an increase in guest traffic counts or by increases in average dollars spent per guest.

We continually monitor the success of current food and beverage items, the availability of new menu offerings, the menu price structure and our ability to adjust prices where competitively appropriate. With respect to the beverage component, we operate fully licensed facilities, which means that we offer full beverage service, including alcoholic beverages, throughout each store.

Our stores also offer an extensive array of amusements and entertainment options, with typically over 150 redemption and simulation games. We also offer traditional pocket billiards and shuffleboard. Redemption games offer our guests the opportunity to win tickets that can be redeemed for prizes in the “Winner’s Circle,” ranging from branded novelty items to high-end home electronics. Our redemption games include basic games of skill, such as skeeball and basketball, as well as competitive racing, and individual electronic games of skill. We review the amount of game play on existing amusements in an effort to match amusements availability with guest preferences. We intend to continue to invest in new games as they become available and prove to be attractive to guests. Our unique venue allows us to provide our customers with value driven food and amusement combination offerings such as our “Eat, Play, Win Combo.” The “Eat, Play, Win Combo” allows customers to purchase a variety of entrée and game card pairings at various discounted fixed price levels and receive tickets that can be redeemed for prizes as part of the offering. We also offer “Half-Price Game Play Wednesdays,” which allows guests to play virtually all of our games for one-half of the regular price on Wednesdays. In addition, from time to time we have limited time offers which allow our guests to play certain new games for free as a way to introduce those new games.

We believe that special events business is a very important component of our revenue because a significant percentage of our guests attending a special event are visiting a Dave & Buster’s for the first time. This is a very advantageous way to introduce the concept to new guests. Accordingly, a considerable emphasis is placed on the special events portion of our business.

Cost of products — Cost of products includes the cost of food, beverages and the “Winner’s Circle” redemption items. For the thirteen weeks ended May 5, 2013, the cost of food products averaged 25.6% of food revenue and the cost of beverage products averaged 23.4% of beverage revenue. The amusement and other cost of products averaged 14.0% of amusement and other revenues. The cost of products is driven by product mix and pricing movements from third-party suppliers. We continually strive to gain efficiencies in both the acquisition and use of products while maintaining high standards of product quality.

Operating payroll and benefits — Operating payroll and benefits consist of wages, employer taxes and benefits for store personnel. We continually review the opportunity for efficiencies principally through scheduling refinements.

Other store operating expenses — Other store operating expenses consist primarily of store-related occupancy, supply and outside service expenses, utilities, repair and maintenance and marketing and promotional costs.

Liquidity and cash flows —The primary source of cash flow is from our operating activities and availability under the revolving credit facility.

Store-level variability, quarterly fluctuations, seasonality, and inflation — We have historically operated stores varying in size and have experienced significant variability among stores in volumes, operating results and net investment costs. Our new locations typically open with sales volumes in excess of their run-rate levels, which we refer to as a “honeymoon” effect. We expect our new store volumes and margins to be lower in the second full year of operations than in their first full year of operations, and to grow in line with the rest of our comparable store base thereafter. As a result of the substantial revenues associated with each new store, the timing of new store openings will result in significant fluctuations in quarterly results.

We also expect seasonality to be a factor in the operation or results of the business in the future with higher first and fourth quarter revenues associated with the spring and year-end holidays. These quarters will continue to be susceptible to the impact of severe weather on customer traffic and sales during that period. Our third quarter, which encompasses the end of the summer vacation season, has historically had lower revenues as compared to the other quarters.

We expect that volatile economic conditions will continue to exert pressure on both supplier pricing and consumer spending related to entertainment and dining alternatives. Although there is no assurance that our cost of products will remain stable or that federal or state minimum wage rates will not increase beyond amounts currently legislated, the effects of any supplier price increases or minimum wage rate increases are expected to be partially offset by selected menu price increases where competitively appropriate.

Results of Operations — The following tables set forth selected data, in thousands of dollars and as a percentage of total revenues (unless otherwise noted) for the periods indicated. All information is derived from the accompanying consolidated statements of operations.


	Thirteen Weeks				Thirteen Weeks
	Ended				Ended
	May 5, 2013				April 29, 2012
Food and beverage revenues	$	80,911	48.1	%	$	79,144	48.4	%
Amusement and other revenues		87,244	51.9			84,330	51.6

Total revenues		168,155	100.0			163,474	100.0
Cost of food and beverage (as a percentage of food and beverage revenues)		20,151	24.9			19,207	24.3
Cost of amusement and other (as a percentage of amusement and other revenues)		12,213	14.0			11,747	13.9

Total cost of products		32,364	19.2			30,954	18.9
Operating payroll and benefits		37,439	22.3			36,610	22.4
Other store operating expenses		48,181	28.7			48,881	29.9
General and administrative expenses		9,724	5.8			9,017	5.5
Depreciation and amortization expense		16,910	10.1			14,795	9.1
Pre-opening costs		872	0.5			150	0.1

Total operating costs		145,490	86.6			140,407	85.9

Operating income		22,665	13.4			23,067	14.1
Interest expense, net		8,142	4.8			8,342	5.1

Income before provision for income taxes		14,523	8.6			14,725	9.0
Provision for income taxes		4,494	2.7			3,741	2.3

Net income	$	10,029	5.9	%	$	10,984	6.7	%

Change in comparable store sales ⁽¹⁾			1.8	%			(0.3	)%
Company owned stores open at end of period ⁽²⁾			61				59	⁽³⁾
Comparable stores open at end of period ⁽¹⁾			55				55	⁽³⁾

⁽¹⁾

“Comparable store sales” (year-over-year comparison of stores operating at the end of the fiscal period and open at least 18 months as of the beginning of each of the fiscal years) is a key performance indicator used within the industry and is indicative of acceptance of our initiatives as well as local economic and consumer trends. The change in comparable store sales for fiscal 2013 has been calculated on a comparable calendar week basis as described previously.

⁽²⁾	The number of stores open excludes one franchise location in Canada.

⁽³⁾	Our location in Dallas, Texas, which was permanently closed on December 17, 2012, was included in our 2012 store count.

Thirteen Weeks Ended May 5, 2013 Compared to Thirteen Weeks Ended April 29, 2012

Revenues

Total revenues increased $4,681, or 2.9%, in the first quarter of 2013 compared to the first quarter of 2012.

The increased revenues were derived from the following sources:


Non-comparable stores	$	3,925
Comparable stores		2,619
Shift in fiscal year impact		(1,355	)
Other		(508	)

Total	$	4,681

The following discussion of store sales has been prepared by comparing fiscal 2013 revenues to an adjusted fiscal 2012 revenues. Fiscal 2012 revenues have been adjusted to reflect the impact of the shift in our fiscal 2013 calendar due to the 53^rd week in our fiscal 2012, as discussed previously in “Presentation of Operating Results”. We have estimated the shift in comparable store revenues due to the 53^rd week in fiscal 2012 to be a reduction in sales of $1,070. Comparable store revenue increased $2,619, or 1.8% in the first quarter of 2013 compared to the comparable 13 weeks of 2012. Comparable walk-in revenues, which accounted for 90.0% of consolidated comparable store revenue in the first quarter of 2013, increased $2,373, or 1.8% in the first quarter of 2013 compared to the similar period in 2012. Comparable store special events revenues, which accounted for 10.0% of consolidated comparable store revenue in the first quarter of 2013, increased $246 or 1.6% compared to the comparable period in 2012.

Sales growth was led by amusement revenue. Comparable store amusements and other revenues in the first quarter of 2013 increased by $1,772, or 2.3%, to $78,712 from $76,940 in the 2012 comparison period. The growth over 2012 in amusement sales was driven by Power Card up-sell initiatives and higher buy ins. Food sales at comparable stores increased by $519, or 1.0%, to $50,613 in the first quarter of 2013 from $50,094 in the comparable period in 2012. Beverage sales at comparable stores increased by $328, or 1.5%, to $22,836 in the first quarter of 2013 from $22,508 in the comparable period in 2012.

We have estimated the shift in non-comparable store revenue due to the 53rd week in fiscal 2012 to be a reduction in sales of $285. The non-comparable store revenue increased by a total of $3,925, or 31.1%, in the first quarter of 2013 compared to the comparable 13 weeks of 2012. The increase in non-comparable store revenue was primarily driven by sales at our Orland Park, Illinois store which opened in the third quarter of 2012, and our Dallas, Texas and Boise, Idaho stores which opened in the fourth quarter of 2012. The revenue gains achieved in our stores opening in the second half of fiscal 2012 were partially offset by revenue decreases in our stores opened in fiscal 2011 and early fiscal 2012, due to those stores coming out of the “honeymoon” period, and the December 2012 closure of one store in Dallas, Texas.

Our revenue mix was 33.2% for food, 14.9% for beverage, and 51.9% for amusements and other for the first quarter of 2013. This compares to 33.3%, 15.1%, and 51.6%, respectively, for the first quarter of 2012.

Cost of products

Cost of food and beverage products increased to $20,151 in the first quarter of 2013 compared to $19,207 in the first quarter of 2012 due primarily to the increased sales volume. Cost of food and beverage products, as a percentage of food and beverage revenues, increased 60 basis points to 24.9% for the first quarter of 2013 from 24.3% for the first quarter of 2012. Increased cost pressure in our meat and poultry categories was partially offset by reduced seafood costs.

Cost of amusement and other increased to $12,213 in the first quarter of 2013 compared to $11,747 in the first quarter of 2012. The costs of amusement and other, as a percentage of amusement and other revenues increased 10 basis points to 14.0% for the first quarter of 2013 from 13.9% for the first quarter of 2012.

Operating payroll and benefits

Operating payroll and benefits increased by $829, or 2.3%, to $37,439 in the first quarter of 2013 compared to $36,610 in the first quarter of 2012, primarily due to new store openings during fiscal 2012. The total cost of operating payroll and benefits, as a percent of total revenues, decreased 10 basis points to 22.3% for the first quarter of 2013 compared to 22.4% for the first quarter of 2012. The decrease in operating payroll and benefits, as a percentage of revenues, in the first quarter of 2013 compared to the first quarter of 2012, was driven primarily by decreased incentive compensation expense, partially offset by management labor costs.

Other store operating expenses

Other store operating expenses decreased by $700, or 1.4%, to $48,181 in the first quarter of 2013 compared to $48,881 in the first quarter of 2012, driven primarily by reduced cost of marketing due to strategic shifts in media purchasing. Other store operating expenses as a percentage of total revenues decreased 120 basis points to 28.7% in the first quarter of 2013 compared to 29.9% for the same period of 2012.

General and administrative expenses

General and administrative expenses consist primarily of personnel, facilities, and professional expenses for the various departments of our corporate headquarters. General and administrative expenses increased by $707, or 7.8%, to $9,724 in the first quarter of 2013 compared to $9,017 in the first quarter of 2012. The increase in general and administrative expenses was primarily driven by increased salaries at our corporate headquarters and consulting and professional fees, partially offset by decreased incentive compensation expense.

Depreciation and amortization expense

Depreciation and amortization expense includes the depreciation of fixed assets and the amortization of trademarks with finite lives. Depreciation and amortization expense increased by $2,115, or 14.3%, to $16,910 in the first quarter of 2013 compared to $14,795 in the first quarter of 2012. The increase was driven by higher depreciation associated with new store openings, major remodeling projects at sixteen stores during fiscal 2012 and 2013, several smaller scale remodels in fiscal 2013 and maintenance capital expenditures. These increases were partially offset by the absence of depreciation related to our location in Dallas, Texas which closed in December 2012.

Pre-opening costs

Pre-opening costs include costs associated with the opening and organizing of new stores or conversion of existing stores, including pre-opening rent, staff training and recruiting, and travel costs for employees engaged in such pre-opening activities. Pre-opening costs increased by $722 to $872 in the first quarter of 2013 compared to $150 in the first quarter of 2012 due to the timing of new store openings. During the first quarter of 2013, our pre-opening costs were primarily attributable to our future sites located at Virginia Beach, Virginia, Albany, New York and Syracuse, New York. These three locations are expected to open in mid-fiscal year 2013. During the first quarter of 2012, our pre-opening costs consisted primarily of expenses incurred in connection with our Orland Park, Illinois store, which opened for business on September 22, 2012, and our Dallas, Texas store, which opened for business on December 2, 2012.

Interest expense

Interest expense includes the cost of our debt obligations including the amortization of loan fees and original issue discounts, and any interest income earned. Interest expense decreased by $200 to $8,142 in the first quarter of 2013 compared to $8,342 in the first quarter of 2012.

Income tax expense

The income tax expense for 2013 was $4,494 compared to an income tax expense of $3,741 for the first quarter of fiscal year 2012. Our effective tax rate differs from the statutory rate due to the FICA tip credits, state income taxes and the impact of certain expenses, which are not deductible for income tax purposes.

We have previously adopted the accounting guidance for uncertainty in income taxes. This guidance limits the recognition of income tax benefits to those items that meet the “more likely than not” threshold on the effective date. As of May 5, 2013, we have accrued approximately $588 of unrecognized tax benefits and approximately $301 of penalties and interest. During the thirteen weeks ended May 5, 2013, we increased our unrecognized provision by $117 and increased our accrual for interest and penalties by $11. Because of the impact of deferred tax accounting, $509 of unrecognized tax benefits, if recognized, would affect the effective tax rate.

We file income tax returns, which are periodically audited by various federal, state and foreign jurisdictions. We are generally no longer subject to federal, state, or foreign income tax examinations for years prior to fiscal 2008.

The Company is a member of a consolidated group that includes D&B Entertainment. As of May 5, 2013, the Company owes D&B Entertainment approximately $5,015 of tax related balances. Included in income tax payable is $2,123, which the Company anticipates paying to D&B Entertainment in fiscal 2013. In fiscal 2013, we expect to utilize approximately $3,177 of available stand-alone tax credit carryforwards to offset our estimated stand-alone cash tax liability to D&B Entertainment.

Liquidity and Capital Resources

We finance our activities through cash flow from operations, our senior notes, and borrowings under our senior secured credit facility. As of May 5, 2013, we had cash and cash equivalents of $64,108, net working capital of $12,975 and outstanding debt obligations of $345,267 ($344,533 net of discount). We also had $44,330 in borrowing availability under our senior secured credit facility, which includes $1,000 in borrowing availability under our Canadian revolving credit facility.

In the past we have had, and anticipate that in the future we will have, negative working capital balances. We are able to operate with a working capital deficit because cash from sales is usually received before related liabilities for product, supplies, labor and services become due. Funds available from sales not needed immediately to pay for operating expenses have typically been used for noncurrent capital expenditures and payment of long-term debt obligations under our senior secured credit facility and senior notes.

Short-term liquidity requirements — We generally consider our short-term liquidity requirements to consist of those items that are expected to be incurred within the next twelve months and believe those requirements to consist primarily of funds necessary to pay operating expenses, interest and principal payments on our debt, capital expenditures related to the new store construction and other expenditures associated with acquiring new games, remodeling facilities and recurring replacement of equipment and improvements.

As of May 5, 2013, we expect our short-term liquidity requirements to include (a) approximately $127,000 of capital expenditures (net of cash contributions from landlords), (b) scheduled debt service payments of $31,704, including $1,267 in principal payments and $30,437 in interest, (c) lease obligation payments of $54,192 and (d) estimated cash tax payments of approximately $3,600.

Long-term liquidity requirements — We generally consider our long-term liquidity requirements to consist of those items that are expected to be incurred beyond the next twelve months and believe these requirements consist primarily of funds necessary for new store development and construction, replacement of games and equipment, performance-necessary renovations and other non-recurring capital expenditures that need to be made periodically to our stores and payments of scheduled debt and lease obligations. We intend to satisfy our long-term liquidity requirements through various sources of capital, including our existing working capital, cash provided by operations, and borrowings under our senior secured credit facility.

We believe the cash flows from operations, together with our existing cash balances and borrowings under the senior secured credit facility described below, will be sufficient to meet our anticipated cash needs for working capital, capital expenditures, and debt service needs in the foreseeable future. Our ability to make scheduled payments of principal or interest on, or to refinance, our indebtedness, or to fund planned capital expenditures, will depend on future performance, which is subject to general economic conditions, competitive environment and other factors.

Indebtedness

Senior Secured Credit Facility — Our senior secured credit facility provides (a) a $150,000 term loan facility with a maturity date of June 1, 2016 and (b) a $50,000 revolving credit facility with a maturity date of June 1, 2015. The $50,000 revolving credit facility includes (i) a $20,000 letter of credit sub-facility (ii) a $5,000 swingline sub-facility and (iii) a $1,000 (in US Dollar equivalent) sub-facility available in Canadian dollars to the Company’s Canadian subsidiary. The revolving credit facility will be used to provide financing for general purposes. The senior secured credit facility is secured by the Company’s assets and is unconditionally guaranteed by each of our direct and indirect, existing and future domestic subsidiaries (with certain agreed-upon exceptions) and by certain specified guarantors with respect to the obligations of the Canadian subsidiary. As of May 5, 2013, we had no borrowings under the revolving credit facility, borrowings of $145,267 ($144,533, net of discount) under the term facility and $5,670 in letters of credit outstanding. We believe that the carrying amount of our term credit facility approximates its fair value because the interest rates are adjusted regularly based on current market conditions.

The interest rates per annum applicable to loans, other than swingline loans, under our senior secured credit facility are set periodically based on, at our option, either (1) the greatest of (a) the defined prime rate in effect, (b) the Federal Funds Effective Rate in effect plus 1 / 2 of 1% and (c) a Eurodollar rate which is subject to a minimum (or, in the case of the Canadian revolving credit facility, a Canadian prime rate or Canadian cost of funds rate), for one-, two-, three- or six-months (or, if agreed by the applicable lenders, nine or twelve months) or, in relation to the Canadian revolving credit facility, 30-, 60-, 90- or 180-day interest periods chosen by us or our Canadian subsidiary, as applicable in each case (the “Base Rate”), plus an applicable margin or (2) a defined Eurodollar rate plus an applicable margin. Swingline loans bear interest at the Base Rate plus the applicable margin. The effective rate of interest on borrowings under our senior secured credit facility is 5.8% for the thirteen weeks ended May 5, 2013.

Interest rates on borrowings under our senior secured credit facility will vary based on the movement of prescribed indexes and/or applicable margin percentages. On the last day of each calendar quarter, we will be required to pay a commitment fee on the average daily unused portion of the revolving credit facilities (with swingline loans not deemed, for these purposes, to be a utilization of the revolving credit facility). Our senior secured credit facility requires scheduled quarterly payments of principal on the term loans near the end of each of the fiscal quarters in aggregate annual amounts equal to a percentage of the original aggregate principal amount of the term loan with the balance payable on the maturity date. Our senior secured credit facility requires us to make mandatory debt prepayments to the extent that we have excess cash flow, as defined by the facility, in any completed fiscal year. During the first quarter of fiscal 2013 we made a $608 debt prepayment based on our fiscal 2012 excess cash flow. The excess cash flow prepayment represented early payment of $375 in principal which was due on April 30, 2013 and $233 in principal which is due on July 30, 2013.

Funds managed by Oak Hill Advisors, L.P. (the “OHA Funds”) is one of twenty-two creditors participating in the term loan portion of our senior secured credit facility. As of May 5, 2013, the OHA Funds held approximately 9.43%, or $13,695, of our total term loan obligation. Oak Hill Advisors, L.P. is an independent investment firm that is not an affiliate of Oak Hill Capital Partners and is not under common control with Oak Hill Capital Partners. Oak Hill Advisors, L.P. and an affiliate of Oak Hill Capital Management, LLC co-manage Oak Hill Special Opportunities Fund, L.P., a private fund. Certain employees of Oak Hill Capital Partners, in their individual capacities, have passive investments in Oak Hill Advisors, L.P. and/or the funds it manages.

Covenants — On May 13, 2011, the Company executed an amendment (the “Amendment”) to its senior secured credit facility. The Amendment reduced the applicable term loan margins and LIBOR floor used in setting interest rates, as well as limited the Company’s requirement to meet the covenant ratios, as stipulated in the Amendment, until such time as we make a draw on our revolving credit facility or issue letters of credit in excess of $12,000. As of May 5, 2013, we have had no draws on our revolving credit facility and outstanding letters of credit have not exceeded $12,000, and as such, we were not required to maintain financial ratios under our senior secured credit facility.

Our senior secured credit facility and the indenture governing the senior notes contain restrictive covenants that, among other things, will limit our ability and the ability of our subsidiaries to incur additional indebtedness, make loans or advances to subsidiaries and other entities, make initial capital expenditures in relation to new stores, declare dividends, and acquire other businesses or sell assets. In addition, under our senior secured credit facility, we will be required to meet certain financial covenants, ratios and tests, including a minimum fixed charge coverage ratio and a maximum total leverage ratio. The indenture under which the senior notes have been issued also contain similar covenants and events of defaults.

Cash Flows

The following table presents a summary of our net cash provided by (used in) operating, investing and financing activities:


	Thirteen Weeks Ended May 5, 2013			Thirteen Weeks Ended April 29, 2012
Net cash provided by (used in):
Operating activities	$	38,173		$	30,592
Investing activities		(9,574	)		(5,041	)
Financing activities		(608	)		(375	)

Net cash provided by operating activities was $38,173 for the thirteen weeks ended May 5, 2013 compared to cash provided by operating activities of $30,592 for the thirteen weeks ended April 29, 2012. Improved cash flows from operations were driven primarily by additional non-comparable store sales.

Net cash used in investing activities was $9,574 for the thirteen weeks ended May 5, 2013 compared to $5,041 for the thirteen weeks ended April 29, 2012. Net cash used in investing activities increased mainly due to increase in capital expenditures. Capital expenditures increased $4,584 to $9,679 in the thirteen weeks ended May 5, 2013 from $5,095 in the thirteen weeks ended April 29, 2012. New store capital expenditures increased $2,827 during the thirteen weeks ended May 5, 2013 related primarily to construction of our Boise, Idaho store, which opened during the fourth quarter of fiscal 2012, and our Virginia Beach, Virginia, Albany, New York and Syracuse, New York stores projected to open in mid-fiscal 2013. Capital expenditures related to the major remodel project on seven existing stores and several smaller scale remodel projects increased $2,410 during the first quarter of fiscal 2013. Partially offsetting increased expenditures related to new store openings and remodel projects was decreased maintenance capital expenditures of $653 in the thirteen weeks ended May 5, 2013 compared to the thirteen weeks ended April 29, 2012.

Net cash used by financing activities was $608 for the thirteen weeks ended May 5, 2013 compared to cash used in financing activities of $375 for the thirteen weeks ended April 29, 2012. The increase in net cash used by financing activities is due to the mandatory prepayment of $608 pursuant to our credit agreement. $375 was applied to our regularly scheduled principal payment due on April 30, 2013 and the remaining $233 will be applied toward the regularly scheduled payment due on July 30, 2013.

We plan on financing future growth through operating cash flows, debt facilities and tenant improvement allowances from landlords. We expect to spend between $114,000 and $124,000 ($95,000 to $105,000 net of cash contributions from landlords) in capital expenditures during fiscal 2013. The fiscal 2013 expenditures are expected to include approximately $88,000 to $98,000 ($69,000 to $79,000 net of cash contributions from landlords) for new store construction and operating improvement initiatives, including seven store remodels, $11,000 for game refreshment and $15,000 in maintenance capital. A portion of the 2013 new store expenditures is related to stores that will be under construction in 2013 but will not be open until 2014.

Contractual Obligations and Commercial Commitments

The following tables set forth the contractual obligations and commercial commitments as of May 5, 2013:

Payment due by period


	Total		1 Year or Less		2-3 Years		4-5 Years		After 5 Years
Senior secured credit facility⁽¹⁾	$	145,267	$	1,267	$	3,000	$	141,000	$	—
Senior notes		200,000		—		—		—		200,000
Interest requirements⁽²⁾		146,433		30,437		60,285		44,711		11,000
Operating leases⁽³⁾		516,455		54,192		106,545		99,913		255,805

Total	$	1,008,155	$	85,896	$	169,830	$	285,624	$	466,805

(1)

Our senior secured credit facility includes a $150,000 term loan facility and $50,000 revolving credit facility, including a sub-facility for borrowings in Canadian dollars by our Canadian subsidiary, a letter of credit sub-facility, and a swingline sub-facility. As of May 5, 2013, we had no borrowings under the revolving credit facility, borrowings of $145,267 ($144,533 net of discount) under the term facility and $5,670 in letters of credit outstanding.

(2)	The cash obligations for interest requirements consist of requirements on our fixed rate debt obligations at their contractual rates and variable rate debt obligations at rates in effect at May 5, 2013.

(3)

Our operating leases generally provide for one or more renewal options. These renewal options allow us to extend the term of the lease for a specified time at an established annual lease payment. Future obligations related to lease renewal options that have been exercised or were reasonably assured to be exercised as of the lease origination date, have been included in the table above.

Accounting Policies

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions about future events. These estimates and assumptions affect amounts of assets, liabilities, revenues and expenses and the disclosure of gain and loss contingencies at the date of the consolidated financial statements. Our current estimates are subject to change if different assumptions as to the outcome of future events were made. We evaluate our estimates and judgments on an ongoing basis and predicate those estimates and judgments on historical experience and on various other factors that we believe are reasonable under the circumstances. We adjust our assumptions and judgments when facts and circumstances dictate. Since future events and their effects cannot be determined with absolute certainty, actual results may differ from the estimates we used in preparing the accompanying consolidated financial statements. A complete description of our critical accounting policies is included in our Annual Report on Form 10-K for the year ended February 3, 2013.

Recent Accounting Pronouncements — See Note 1 “Description of Business and Basis of Presentation” to our Consolidated Financial Statements included in Part I, Item 1, “Financial Statements” for a description of new accounting standards and their anticipated effects on our Consolidated Financial Statements.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our quantitative and qualitative market risks since the prior reporting period.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 promulgated under the Securities Exchange Act of 1934 as amended, as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.

Internal Controls Over Financial Reporting

On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) became law. The Act provides smaller companies and debt only issuers with a permanent exemption from the Sarbanes-Oxley internal control audit requirements. The permanent exemption applies only to the external audit requirement of Section 404 of the Sarbanes-Oxley Act. Non-accelerated filers are still required to disclose “management’s assessment” of the effectiveness of internal control over financial reporting. There were no significant changes in our internal controls over financial reporting that occurred during our first quarter ended May 5, 2013, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

FORWARD-LOOKING STATEMENTS

This Form 10-Q includes statements that are, or may deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Form 10-Q and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance and our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Form 10-Q. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking statements contained in this Form 10-Q, those results or developments may not be indicative of results or developments in subsequent periods. An expanded discussion of these risk factors is contained in Part I, Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the year ended February 3, 2013.

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

Information regarding legal proceedings is incorporated by reference from Note 5 to our Unaudited Consolidated Financial Statements set forth in Part I of this report.

ITEM 1A.

RISK FACTORS

There has been no material change in the risk factors set forth in Part I, Item 1A, “Risk Factors,” in our Form 10-K for the year ended February 3, 2013 as filed with the SEC.

ITEM 6.

EXHIBITS


Exhibit Number		Description

10.8		Second Amendment, dated as of May 14, 2013, to the Credit Agreement, dated as of June 1, 2010, among Dave & Buster’s Holdings, Inc., Dave & Buster’s, Inc., 6131646 Canada, Inc. and the several banks and other financial institutions or entities from time to time parties thereto.

31.1		Certification of Stephen M. King, Chief Executive Officer and Director of the Registrant, pursuant to 17 CFR 240.13a-14(a) or 17 CFR 240.15d-14(a).

31.2		Certification of Brian A. Jenkins, Senior Vice President and Chief Financial Officer of the Registrant, pursuant to 17 CFR 240.13a-14(a) or 17 CFR 240.15d-14(a).

32.1		Certification of Stephen M. King, Chief Executive Officer and Director of the Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Brian A. Jenkins, Senior Vice President and Chief Financial Officer of the Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		XBRL Interactive Datafiles

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	DAVE & BUSTER’S, INC., a Missouri corporation

Date: June 17, 2013	By:	/s/ Stephen M. King
		Stephen M. King
		Chief Executive Officer

Date: June 17, 2013	By:	/s/ Brian A. Jenkins
		Brian A. Jenkins
		Senior Vice President and Chief Financial Officer

EX-10.8

Exhibit 10.8

EXECUTION VERSION

SECOND AMENDMENT

SECOND AMENDMENT, dated as of May 14, 2013 (this “Amendment”), to the Credit Agreement, dated as of June 1, 2010, as amended by the First Amendment, dated as of May 13, 2011 (as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Dave & Buster’s Holdings, Inc., Dave & Buster’s, Inc. (the “US Borrower”), 6131646 Canada Inc. (the “Canadian Borrower”, and together with the US Borrower, the “Borrowers”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto.

W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrowers;

WHEREAS, the Borrowers have requested (i) that the Credit Agreement be amended and restated in the form attached hereto as Exhibit A (the “Amended Credit Agreement”) and (ii) that the outstanding Term Loans be replaced with a new term facility (the “Amended Term Loan Facility”) by obtaining New Term Loan Commitments (as defined in Section 3 of this Amendment) and having existing Term Loans be continued as provided herein;

WHEREAS, the loans under the Amended Term Loan Facility (the “New Term Loans”) will replace and refinance the currently outstanding Term Loans and are collectively intended to be Replacement Term Loans, as contemplated in the third paragraph of Section 10.1 of the Credit Agreement;

WHEREAS, except as otherwise provided in the Amended Credit Agreement, the New Term Loans will have the same terms as the Term Loans currently outstanding under the Credit Agreement;

WHEREAS, each existing Term Lender that executes and delivers a signature page to this Amendment (a “Lender Addendum”) and in connection therewith agrees to continue all (or, at the Lead Arranger’s (as hereinafter defined) election, part) of its outstanding Term Loans as New Term Loans (such continued Term Loans, the “Continued Term Loans”, and such Lenders, collectively, the “Continuing Term Lenders”) will thereby (i) agree to the terms of this Amendment and (ii) agree to continue all (or, at the Lead Arranger’s election, part) of its existing Term Loans (such existing Term Loans, the “Existing Term Loans”, and the Lenders of such Existing Term Loans, collectively, the “Existing Term Lenders”) outstanding on the Second Amendment Effective Date (as defined below) as New Term Loans in a principal amount equal to the aggregate principal amount of such Existing Term Loans so continued;

WHEREAS, Existing Term Lenders that do not become Continuing Term Lenders as contemplated by the preceding recital shall not (unless the Lead Arranger otherwise consents) otherwise be permitted to become an Additional Term Lender (as defined below);

WHEREAS, subject to the preceding recitals, each Person (other than a Continuing Term Lender in its capacity as such) that executes and delivers a Lender Addendum and agrees in connection therewith to make New Term Loans (collectively, the “Additional Term Lenders”) will thereby (i) agree to the terms of this Amendment and (ii) commit to make New Term Loans to the US Borrower on the Second Amendment Effective Date (the “Additional Term Loans”) in such amount (not in excess of any such commitment) as is determined by the Administrative Agent and notified to such Additional Term Lender;

WHEREAS, the proceeds of the Additional Term Loans will be used by the US Borrower to repay in full the outstanding principal amount of the Existing Term Loans that are not continued as New Term Loans by Continuing Term Lenders;

WHEREAS, the Continuing Term Lenders and the Additional Term Lenders (collectively, the “New Term Lenders”) are severally willing to continue their Existing Term Loans as New Term Loans and/or to make New Term Loans, as the case may be, subject to the terms and conditions set forth in this Amendment;

WHEREAS, upon the occurrence of the Second Amendment Effective Date (as defined in Section 4 of this Amendment), the New Term Lenders (as defined below) will constitute Required Lenders under the Credit Agreement; and

WHEREAS, upon the occurrence of the Second Amendment Effective Date, the Credit Agreement will be deemed amended and restated in the form of the Amended Credit Agreement;

NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth, the parties hereto agree as follows:

SECTION 1. Definitions. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

SECTION 2. Amendments. (a) Effective as of the Second Amendment Effective Date, the Credit Agreement shall be amended to read in its entirety as set forth in Exhibit A hereto. Except as otherwise provided in the Amended Credit Agreement, all schedules and exhibits to the Credit Agreement, in the forms thereof immediately prior to the Second Amendment Effective Date, will continue to be schedules and exhibits to the Amended Credit Agreement; provided that Exhibit E to the Credit Agreement shall be amended to read in its entirety as set forth in Exhibit B hereto.

(b) The New Term Lenders, constituting Required Lenders, hereby authorize the Administrative Agent to amend the Guarantee and Collateral Agreement to insert the following new defined term and the following new Section 2.8, as well as enter into any additional amendments to the Guarantee and Collateral Agreement as necessary to carve out Excluded Swap Obligations:

“Qualified Keepwell Provider”: in respect of any Swap Obligation, each Loan Party that, at the time the relevant guarantee (or grant of the relevant security interest, as applicable) becomes effective with respect to such Swap Obligation, has total assets exceeding $10,000,000 or otherwise constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” with respect to such Swap Obligation at such time by entering into a keepwell pursuant to section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

“2.8. Keepwell. Each Qualified Keepwell Provider hereby jointly and severally absolutely, unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under its guarantee in respect of any Swap Obligation

(provided, however, that each Qualified Keepwell Provider shall only be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8, or otherwise under this guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified Keepwell Provider under this Section 2.8 shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and the Commitments shall be terminated. Each Qualified Keepwell Provider intends that this Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

SECTION 3. New Term Loans.

(a) Subject to the terms and conditions set forth herein (i) each Continuing Term Lender agrees to continue all (or, at the Lead Arranger’s election, part) of its Existing Term Loans as a New Term Loan on the date requested by the US Borrower to be the Second Amendment Effective Date (which date shall not be later than May 31, 2013) in a principal amount up to the amount of such Continuing Term Lender’s New Term Loan Commitment (as defined below) and (ii) each Additional Term Lender agrees to make a New Term Loan on such date to the US Borrower in a principal amount equal to such Additional Term Lender’s New Term Loan Commitment. For purposes hereof, a Person may become a party to the Amended Credit Agreement and a New Term Lender as of the Second Amendment Effective Date by executing and delivering to the Administrative Agent, on or prior to the Second Amendment Effective Date, a Lender Addendum in its capacity as a New Term Lender. The US Borrower shall give notice to the Administrative Agent of the proposed Second Amendment Effective Date not later than one Business Day prior thereto, and the Administrative Agent shall notify each Term Lender and each Additional Term Lender thereof. For the avoidance of doubt, the Existing Term Loans of a Continuing Term Lender must be continued in whole and may not be continued in part unless approved by J.P. Morgan Securities LLC (the “Lead Arranger”).

(b) Each Additional Term Lender will make its New Term Loan on the Second Amendment Effective Date by making available to the Administrative Agent, in the manner contemplated by Section 2.2 of the Credit Agreement, an amount equal to its New Term Loan Commitment. Each Existing Term Loan continued by a Continuing Term Lender as a New Term Loan as contemplated herein is referred to herein as a “Continued Term Loan”. The “New Term Loan Commitment” (i) of any Continuing Term Lender will be the amount of its Existing Term Loans as set forth in the Register as of the Second Amendment Effective Date or, if less, as allocated to it by the Administrative Agent and notified to it on or prior to the Second Amendment Effective Date, which shall be continued as an equal amount of New Term Loans, and (ii) of any Additional Term Lender will be such amount (not exceeding any commitment offered by such Additional Term Lender) allocated to it by the Administrative Agent and notified to it on or prior to the Second Amendment Effective Date. The commitments of the Additional Term Lenders and the continuation undertakings of the Continuing Term Lenders are several and no such Lender will be responsible for any other such Lender’s failure to make or acquire by continuation its New Term Loan. The New Term Loans may from time to time be ABR Loans or Eurodollar Loans, as determined by the US Borrower and notified to the Administrative Agent as contemplated by Sections 2.2 and 2.12. Upon continuation, the Continued Term Loans shall be ABR Loans or Eurodollar Loans with Interest Periods as determined by the US Borrower, and the Lenders having Existing Term Loans that are prepaid or continued in connection with the making of the New Term Loans shall be entitled to the benefits of Section 2.20 of the Credit Agreement with respect thereto.

(c) The obligation of each New Term Lender to make or acquire by continuation New Term Loans on the Second Amendment Effective Date is subject to the satisfaction of the conditions set forth in Section 4 of this Amendment.

(d) On and after the Second Amendment Effective Date, each reference in the Credit Agreement to “Term Loans” shall be deemed a reference to the New Term Loans contemplated hereby, except as the context may otherwise require. Notwithstanding the foregoing, the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments shall continue in full force and effect with respect to, and for the benefit of, each Existing Term Loan Lender in respect of such Lender’s Existing Term Loans.

(e) For the avoidance of doubt, the Lenders hereby acknowledge and agree that, at the sole option of the Lead Arranger, any Lender with Existing Term Loans which are replaced as contemplated hereby shall, automatically upon receipt of the amount necessary to purchase such Lender’s Existing Term Loans so replaced, at par, and pay all accrued interest thereon, be deemed to have assigned such Loans pursuant to a form of Assignment and Assumption and, accordingly, no other action by the Lenders, the Administrative Agent or the Loan Parties shall be required in connection therewith. The Lenders hereby agree to waive the notice requirements of Section 2.10 of the Credit Agreement in connection with the prepayment or replacement of Existing Term Loans contemplated hereby.

SECTION 4. Effectiveness. This Amendment shall become effective as of the date (the “Second Amendment Effective Date”) on which the following conditions have been satisfied:

(a) The Administrative Agent (or its counsel) shall have received (i) duly executed and completed counterparts hereof (in the form provided and specified by the Administrative Agent) that, when taken together, bear the signatures of Holdings and the Borrowers and (ii) Lender Addenda, executed and delivered by the Continuing Term Lenders and the Additional Term Lenders.

(b) The Administrative Agent shall have received all fees required to be paid on or before the Second Amendment Effective Date.

(c) To the extent invoiced, the Administrative Agent shall have received payment or reimbursement of its reasonable out-of-pocket expenses in connection with this Amendment and any other out-of-pocket expenses of the Administrative Agent required to be paid or reimbursed pursuant to the Credit Agreement, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent.

(d) No Default or Event of Default shall have occurred and be continuing under the Credit Agreement.

(e) All representations and warranties set forth in Section 4 of the Credit Agreement shall be true and correct in all material respects, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date).

(f) The Borrowers and the other Loan Parties shall have executed an instrument of acknowledgement and confirmation reasonably satisfactory to the Administrative Agent with respect to the guarantees, security interests and liens created under the Security Documents.

Notwithstanding any other provisions of this Amendment to the contrary, the Administrative Agent may appoint a fronting lender to act as the sole Additional Term Lender for purposes of facilitating funding on the Second Amendment Effective Date. Accordingly, any Lender Addendum submitted by or on behalf of an Additional Term Lender other than such fronting lender will be deemed ineffective unless accepted by the Lead Arranger in its sole discretion.

SECTION 5. Representations and Warranties. Each of Holdings, the US Borrower and the Canadian Borrower represents and warrants to each of the Lenders and the Administrative Agent that as of the Second Amendment Effective Date:

5.1. This Amendment has been duly authorized, executed and delivered by it and this Amendment and the Amended Credit Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

5.2. Each of the representations and warranties set forth in Section 4 of the Credit Agreement are true and correct in all material respects on and as of the Second Amendment Effective Date with the same effect as though made on and as of the Second Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date).

SECTION 6. Effect of Amendment.

6.1. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and affect. Nothing herein shall be deemed to entitle the Borrowers to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

6.2. On and after the Second Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan Document shall be deemed a reference to the Credit Agreement as amended hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

SECTION 7. General.

7.1. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

7.2. Costs and Expenses. The Borrowers agree to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent.

7.3. Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by email or facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

7.4. Headings. The headings of this Amendment are used for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized officers as of the day and year first above written.


DAVE & BUSTER’S HOLDINGS, INC.

By:	/s/ Jay L. Tobin
	Name:	JAY L. TOBIN
	Title:	SENIOR VICE PRESIDENT

DAVE & BUSTER’S, INC.

By:	/s/ Jay L. Tobin
	Name:	JAY L. TOBIN
	Title:	SR. VICE PRESIDENT

6131646 CANADA INC.

By:	/s/ Jay L. Tobin
	Name:	JAY L. TOBIN
	Title:	VICE PRESIDENT

Signature Page to Amendment and Restatement


JPMORGAN CHASE BANK, N.A., as Administrative Agent

By:	/s/ Sarah Freedman
	Name:	Sarah Freedman
	Title:	Executive Director

Signature Page to Amendment and Restatement

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page

This Lender Addendum (this “Lender Addendum”) is referred to in, and is a signature page to, the Amendment (the “Amendment”) of the Credit Agreement dated as of June 1, 2010, as amended by the First Amendment, dated as of May 13, 2011 (as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Dave & Buster’s Holdings, Inc., Dave & Buster’s, Inc. (the “US Borrower”), 6131646 Canada Inc. (the “Canadian Borrower”, and together with the US Borrower, the “Borrowers”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum, the undersigned institution agrees (A) to the terms of the Amendment and the Amended Credit Agreement and (B) on the terms and subject to the conditions set forth in the Amendment and the Amended Credit Agreement, to continue its Existing Term Loans as New Term Loans on the Second Amendment Effective Date in the amount of its New Term Loan Commitment (it being understood that such continuation shall be effected pursuant to a cashless roll).


Name of Institution:		Shackleton I CLO, Ltd.

		By: Alcentra NY, LLC, as investment advisor


Executing as a Continuing Term Lender:

By:		/s/ Randy Watkins
		Name: Randy Watkins Title: Senior Vice President


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		APOLLO CREDIT FUNDING I LTD.

		By: Apollo Fund Management LLC, as its Collateral Manager


Executing as a Continuing Term Lender:

By:		/s/ Joe Moroney
		Name: Joe Moroney Title: Authorized Signatory


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		Stone Tower CLO V Ltd.

		By: Apollo Debt Advisors LLC, As its Collateral Manager


Executing as a Continuing Term Lender:

By:		/s/ Joe Moroney
		Name: Joe Moroney Title: Authorized Signatory


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		BABSON CLO LTD. 2012-I

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		BABSON CLO LTD. 2005-I

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		BABSON CLO LTD. 2005-II

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		BABSON CLO LTD. 2005-III

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		BABSON CLO LTD. 2006-I

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		BABSON CLO LTD. 2007-I

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		BABSON CLO LTD. 2011-I

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		JFIN CLO 2007 LTD as Lender
		By: JEFFERIES FINANCE LLC as Collateral Manager


Executing as a Continuing Term Lender:

By:		/s/ J. Paul McDonnell
		Name: J. Paul McDonnell Title: Managing Director


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		BATTALION CLO 2007-I, LTD.

		By: BRIGADE CAPITAL MANAGEMENT LLC As Collateral Manager


Executing as a Continuing Term Lender:

By:		/s/ Peter Park
		Name: Peter Park Title: Associate


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		Carlyle Global Market Strategies CLO 2012-2, Ltd.


Executing as a Continuing Term Lender:

By:		/s/ Linda Pace
		Name: Linda Pace Title: Managing Director


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		Foothill CLO I, Ltd


Executing as a Continuing Term Lender:

By:		/s/ Linda Pace
		Name: Linda Pace Title: Managing Director


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		C.M. LIFE INSURANCE COMPANY

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page

This Lender Addendum (this “Lender Addendum”) is referred to in, and is a signature page to, the Amendment (the “Amendment”) of the Credit Agreement dated as of June 1, 2010, as amended by the First Amendment, dated as of May 13, 2011 (as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Dave & Buster’s Holdings, Inc. Dave & Buster’s, Inc. (the “US Borrower”), 6131646 Canada Inc. (the “Canadian Borrower”, and together with the US Borrower, the “Borrowers”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.


Name of Institution:		EATON VANCE SENIOR FLOATING-RATE TRUST
		BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR


Executing as a Continuing Term Lender:

By:		/s/ Michael B. Botthof
		Name: Michael B. Botthof Title: Vice President


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page

This Lender Addendum (this “Lender Addendum”) is referred to in, and is a signature page to, the Amendment (the “Amendment”) of the Credit Agreement dated as of June 1, 2010, as amended by the First Amendment, dated as of May 13, 2011 (as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Dave & Buster’s Holdings, Inc. Dave & Buster’s, Inc. (the “US Borrower”), 6131646 Canada Inc. (the “Canadian Borrower”, and together with the US Borrower, the “Borrowers”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.


Name of Institution:		EATON VANCE FLOATING-RATE INCOME TRUST
		BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR


Executing as a Continuing Term Lender:

By:		/s/ Michael B. Botthof
		Name: Michael B. Botthof Title: Vice President


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		EATON VANCE SENIOR INCOME TRUST
		BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR


Executing as a Continuing Term Lender:

By:		/s/ Michael B. Botthof
		Name: Michael B. Botthof Title: Vice President


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
		BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR


Executing as a Continuing Term Lender:

By:		/s/ Michael B. Botthof
		Name: Michael B. Botthof Title: Vice President


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		MET INVESTORS SERIES TRUST-MET/EATON VANCE FLOATING RATE PORTFOLIO
		BY EATON VANCE MANAGEMENT AS INVESTMENT SUB-ADVISOR


Executing as a Continuing Term Lender:

By:		/s/ Michael B. Botthof
		Name: Michael B. Botthof Title: Vice President


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		PACIFIC SELECT FUND FLOATING RATE LOAN PORTFOLIO
		BY: EATON VANCE MANAGEMENT AS INVESTMENT SUB-ADVISOR


Executing as a Continuing Term Lender:

By:		/s/ Michael B. Botthof
		Name: Michael B. Botthof Title: Vice President


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page

Name of Institution:

Columbia Funds Variable Series Trust II Variable Portfolio-

Eaton Vance Floating-Rate Income Fund

By: Eaton Vance Management as Investment Sub-Advisor


Executing as a Continuing Term Lender:

By:		/s/ Michael B. Botthof
		Name: Michael B. Botthof Title: Vice President


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		SENIOR DEBT PORTFOLIO
		By: Boston Management and Research as Investment Advisor


Executing as a Continuing Term Lender:

By:		/s/ Michael B. Botthof
		Name: Michael B. Botthof Title: Vice President


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		Avery Street CLO, Ltd.


Executing as a Continuing Term Lender:

By:		/s/ Scott D’Orsi
		Name: Scott D’Orsi Title: Portfolio Manager


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		Emerson Place CLO, Ltd.


Executing as a Continuing Term Lender:

By:		/s/ Scott D’Orsi
		Name: Scott D’Orsi Title: Portfolio Manager


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		Pyramis Floating Rate High Income Commingled Pool, By: Pyramis Global Advisors Trust Company as Trustee

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		Fidelity Central Investment Portfolios LLC: Fidelity Floating Rate Central Fund

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		Fidelity Summer Street Trust: Fidelity Series Floating Rate High Income Fund

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		GE CAPITAL BANK


Executing as a Continuing Term Lender:

By:		/s/ Dennis P. Leonard
		Name: Dennis P. Leonard Title: Duly Authorized Signatory


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		GENERAL ELECTRIC CAPITAL CORPORATION


Executing as a Continuing Term Lender:

By:
		Name: Title:


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		JFIN CLO 2012 LTD as Lender
		By: JEFFERIES FINANCE LLC as Portfolio Manager


Executing as a Continuing Term Lender:

By:		/s/ J. Paul McDonnell
		Name: J. Paul McDonnell Title: Managing Director


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		Lord Abbett Investment Trust - Lord Abbett Short Duration Income Fund


Executing as a Continuing Term Lender:

By:		/s/ Christopher Towle
		Name: Christopher Towle Title: Portfolio Manager


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		Lord Abbett Investment Trust - Lord Abbett Inflation Focused Fund


Executing as a Continuing Term Lender:

By:		/s/ Christopher Towle
		Name: Christopher Towle Title: Portfolio Manager


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		LATITUDE CLO I, LTD


Executing as a Continuing Term Lender:

By:		/s/ Kirk Wallace
		Name: Kirk Wallace Title: Senior Vice President


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		LATITUDE CLO II, LTD


Executing as a Continuing Term Lender:

By:		/s/ Kirk Wallace
		Name: Kirk Wallace Title: Senior Vice President


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		WIND RIVER CLO I LTD.

		By: THL Credit Senior Loan Strategies LLC, as Manager


Executing as a Continuing Term Lender:

By:		/s/ Kathleen A. Zarn
		Name: Kathleen A. Zarn Title: Vice President


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		Nob Hill CLO Limited


Executing as a Continuing Term Lender:

By:		/s/ Kyle Jennings
		Name: Kyle Jennings Title: Managing Director


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		Virtus Senior Floating Rate Fund


Executing as a Continuing Term Lender:

By:		/s/ Kyle Jennings
		Name: Kyle Jennings Title: Managing Director


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		OHA Intrepid Leveraged Loan Fund, Ltd.

		By: Oak Hill Advisors, L.P., as its Portfolio Manager


Executing as a Continuing Term Lender:

By:		/s/ Glenn R. August
		Name: Glenn R. August Title: Authorized Signatory


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		OHA Park Avenue CLO I, Ltd.

		By: Oak Hill Advisors, L.P., as Investment Manager


Executing as a Continuing Term Lender:

By:		/s/ Glenn R. August
		Name: Glenn R. August Title: Authorized Signatory


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		Oak Hill Credit Partners IV, Limited

		By: Oak Hill CLO Management IV, LLC, as Investment Manager


Executing as a Continuing Term Lender:

By:		/s/ Glenn R. August
		Name: Glenn R. August Title: Authorized Signatory


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		Oak Hill Credit Partners V, Limited

		By: Oak Hill Advisors, L.P., as Portfolio Manager


Executing as a Continuing Term Lender:

By:		/s/ Glenn R. August
		Name: Glenn R. August Title: Authorized Signatory


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		Hamlet II, Ltd.

		By: Octagon Credit Investors, LLC as Portfolio Manager


Executing as a Continuing Term Lender:

By:		/s/ Margaret B. Harvey
		Name: Margaret B. Harvey Title: Managing Director of Portfolio Administration


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		Octagon Investment Partners IX, Ltd.

		By: Octagon Credit Investors, LLC as Manager


Executing as a Continuing Term Lender:

By:		/s/ Margaret B. Harvey
		Name: Margaret B. Harvey Title: Managing Director of Portfolio Administration


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		Octagon Investment Partners V, Ltd.

		By: Octagon Credit Investors, LLC as Portfolio Manager


Executing as a Continuing Term Lender:

By:		/s/ Margaret B. Harvey
		Name: Margaret B. Harvey Title: Managing Director of Portfolio Administration


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		Octagon Investment Partners VIII, Ltd.

		By: Octagon Credit Investors, LLC as collateral manager


Executing as a Continuing Term Lender:

By:		/s/ Margaret B. Harvey
		Name: Margaret B. Harvey Title: Managing Director of Portfolio Administration


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		Octagon Investment Partners X, Ltd.

		By: Octagon Credit Investors, LLC as Collateral Manager


Executing as a Continuing Term Lender:

By:		/s/ Margaret B. Harvey
		Name: Margaret B. Harvey Title: Managing Director of Portfolio Administration


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		Octagon Investment Partners XI, Ltd.

		By: Octagon Credit Investors, LLC as Collateral Manager


Executing as a Continuing Term Lender:

By:		/s/ Margaret B. Harvey
		Name: Margaret B. Harvey Title: Managing Director of Portfolio Administration


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		Dryden VIII – Leveraged Loan CDO 2005
		By: Prudential Investment Management, Inc., as Collateral Manager


Executing as a Continuing Term Lender:

By:		/s/ Joseph Lemanowicz
Name: Joseph Lemanowicz Title: Vice President


For any institution requiring a second signature line:

By:		n/a
Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		Dryden XXII Senior Loan Fund
		By: Prudential Investment Management, Inc., as Collateral Manager


Executing as a Continuing Term Lender:

By:		/s/ Joseph Lemanowicz
Name: Joseph Lemanowicz Title: Vice President


For any institution requiring a second signature line:

By:		n/a
Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		PUTNAM FLOATING RATE INCOME FUND


Executing as a Continuing Term Lender:

By:		/s/ Beth Mazor
		Name: Beth Mazor Title: V.P.


For any institution requiring a second signature line:

By:
		Name: Title:

This consent is made by the following Lender, acting through the undersigned investment advisor:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		ACE American Insurance Company

		By: T. Rowe Price Associates, Inc. as investment advisor


Executing as a Continuing Term Lender:

By:		/s/ Brian Burns
		Name: Brian Burns Title: Vice President


For any institution requiring a second signature line:

By:
		Name: Title:

This consent is made by the following Lender, acting through the undersigned investment advisor:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		T. Rowe Price Institutional Floating Rate Fund


Executing as a Continuing Term Lender:

By:		/s/ Brian Burns
		Name: Brian Burns Title: Vice President


For any institution requiring a second signature line:

By:
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		Grant Grove CLO, Ltd.
		By: Tall Tree Investment Management, LLC as Collateral Manager


Executing as a Continuing Term Lender:

By:		/s/ Michael J. Starshak Jr.
		Name: Michael J. Starshak Jr. Title: Officer


For any institution requiring a second signature line:

By:		N/A
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		Founders Grove CLO, Ltd.
		By: Tall Tree Investment Management, LLC as Collateral Manager


Executing as a Continuing Term Lender:

By:		/s/ Michael J. Starshak Jr.
		Name: Michael J. Starshak Jr. Title: Officer


For any institution requiring a second signature line:

By:		N/A
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

Consenting Lender Signature Page


Name of Institution:		Muir Grove CLO, Ltd.
		By: Tall Tree Investment Management, LLC as Collateral Manager


Executing as a Continuing Term Lender:

By:		/s/ Michael J. Starshak Jr.
		Name: Michael J. Starshak Jr. Title: Officer


For any institution requiring a second signature line:

By:		N/A
		Name: Title:

LENDER ADDENDUM TO THE

SECOND AMENDMENT OF THE

CREDIT AGREEMENT

DATED AS OF JUNE 1, 2010

New Lender Signature Page

By executing this Lender Addendum as an Additional Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Amended Credit Agreement and (B) on the terms and subject to the conditions set forth in the Amendment and the Amended Credit Agreement, to make and fund New Term Loans on the Second Amendment Effective Date in the amount of such Additional Term Lender’s New Term Loan Commitment.


Name of Institution:		JPMORGAN CHASE BANK, N.A.


Executing as an Additional Term Lender:

By:		/s/ Sarah Freedman
		Name: Sarah Freedman Title: Executive Director


For any institution requiring a second signature line:

By:
		Name: Title:

EXHIBIT A

[Credit Agreement]

EXHIBIT A TO SECOND AMENDMENT

CREDIT AGREEMENT

among

GAMES INTERMEDIATE MERGER CORP. (to be merged with and into

DAVE & BUSTER’S HOLDINGS, INC., with DAVE & BUSTER’S HOLDINGS, INC.

as the surviving entity),

GAMES MERGER CORP. (to be merged with and into DAVE & BUSTER’S, INC., with DAVE &

BUSTER’S, INC. as the surviving entity),

as Borrower,

6131646 CANADA INC.,

as Canadian Borrower,

The Several Lenders from Time to Time Parties Hereto,

GENERAL ELECTRIC CAPITAL CORPORATION,

as Documentation Agent,

JPMORGAN CHASE BANK, N.A. AND JEFFERIES FINANCE LLC,

as Co-Syndication Agents,

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

Dated as of June 1, 2010,

As Amended and Restated as of May 13, 2011

As Further Amended and Restated as of May 14, 2013

J.P. MORGAN SECURITIES LLC and JEFFERIES FINANCE LLC,

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS


		Page
Section 1. DEFINITIONS			1

1.1	Defined Terms		1
1.2	Other Definitional Provisions		30

Section 2. AMOUNT AND TERMS OF COMMITMENTS			31

2.1	Term Commitments		31
2.2	Procedure for Term Loan Borrowing		31
2.3	Repayment of Term Loans		31
2.4	Revolving Commitments		32
2.5	Procedure for Revolving Loan Borrowing; Currency Fluctuation Matters		32
2.6	Swingline Commitment		35
2.7	Procedure for Swingline Borrowing; Refunding of Swingline Loans		35
2.8	Commitment Fees, etc		36
2.9	Termination or Reduction of Revolving Commitments		37
2.10	Optional Prepayments		37
2.11	Mandatory Prepayments		38
2.12	Conversion and Continuation Options		39
2.13	Limitations on Eurodollar Tranches and CCOF Tranches		40
2.14	Interest Rates and Payment Dates		40
2.15	Computation of Interest and Fees		41
2.16	Inability to Determine Interest Rate		41
2.17	Pro Rata Treatment and Payments		42
2.18	Requirements of Law		43
2.19	Taxes		45
2.20	Indemnity		47
2.21	Change of Lending Office		48
2.22	Replacement of Lenders		48
2.23	Defaulting Lenders		49
2.24	Incremental Facilities		50

Section 3. LETTERS OF CREDIT			52

3.1	L/C Commitment		52
3.2	Procedure for Issuance of Letter of Credit		52
3.3	Fees and Other Charges		52
3.4	L/C Participations		52
3.5	Reimbursement Obligation of the Borrower		53
3.6	Obligations Absolute		54


3.7	Letter of Credit Payments	54
3.8	Applications	54
3.9	Existing Letters of Credit	54

Section 4. REPRESENTATIONS AND WARRANTIES		54

4.1	Financial Condition	54
4.2	No Change	55
4.3	Existence; Compliance with Law	55
4.4	Power; Authorization; Enforceable Obligations	55
4.5	No Legal Bar	56
4.6	Litigation	56
4.7	No Default	56
4.8	Ownership of Property; Liens	56
4.9	Intellectual Property	56
4.10	Taxes	56
4.11	Federal Regulations	57
4.12	Labor Matters	57
4.13	ERISA	57
4.14	Investment Company Act; Other Regulations	57
4.15	Subsidiaries	57
4.16	Use of Proceeds	57
4.17	Environmental Matters	57
4.18	Accuracy of Information, etc	58
4.19	Security Documents	59
4.20	Solvency	59
4.21	Certain Documents	60
4.22	Franchise Agreements	60
4.23	Anti-Terrorism	60

Section 5. CONDITIONS PRECEDENT		60

5.1	Conditions to Initial Extension of Credit	60
5.2	Conditions to Each Extension of Credit	64

Section 6. AFFIRMATIVE COVENANTS		64

6.1	Financial Statements	65
6.2	Certificates; Other Information	65
6.3	Payment of Obligations	67
6.4	Maintenance of Existence; Compliance	67
6.5	Maintenance of Property; Insurance	67
6.6	Inspection of Property; Books and Records; Discussions	67
6.7	Notices	67


6.8	Environmental Laws	68
6.9	Additional Collateral, etc.	68
6.10	Landlord Consents	69
6.11	Mortgages	69
6.12	Maintenance of Ratings	70
6.13	Post-Closing Covenants	70

Section 7. NEGATIVE COVENANTS		70

7.1	Financial Condition Covenants	70
7.2	Indebtedness	72
7.3	Liens	74
7.4	Fundamental Changes	75
7.5	Disposition of Property	76
7.6	Restricted Payments	77
7.7	Capital Expenditures	77
7.8	Investments	77
7.9	Optional Payments and Modifications of Certain Debt Instruments	78
7.10	Transactions with Affiliates	80
7.11	Sales and Leasebacks	80
7.12	Swap Agreements	80
7.13	Changes in Fiscal Periods	81
7.14	Negative Pledge Clauses	81
7.15	Clauses Restricting Subsidiary Distributions	81
7.16	Lines of Business	81
7.17	Amendments to Acquisition Documentation	81
7.18	Franchises	82

Section 8. EVENTS OF DEFAULT		82

8.1	Events of Default	82
8.2	Right to Cure	85

Section 9. THE AGENTS		86

9.1	Appointment	86
9.2	Delegation of Duties	86
9.3	Exculpatory Provisions	86
9.4	Reliance by Administrative Agent	86
9.5	Notice of Default	87
9.6	Non-Reliance on Agents and Other Lenders	87
9.7	Indemnification	87
9.8	Agent in Its Individual Capacity	88
9.9	Successor Administrative Agent	88

iii


9.10	Documentation Agent and Co-Syndication Agents	88

Section 10. MISCELLANEOUS		88

10.1	Amendments and Waivers	88
10.2	Notices	90
10.3	No Waiver; Cumulative Remedies	91
10.4	Survival of Representations and Warranties	91
10.5	Payment of Expenses and Taxes	92
10.6	Successors and Assigns; Participations and Assignments	92
10.7	Adjustments; Set-off	96
10.8	Counterparts	96
10.9	Severability	96
10.10	Integration	96
10.11.	GOVERNING LAW	97
10.12	Submission To Jurisdiction; Waivers	97
10.13	Acknowledgements	97
10.14	Releases of Guarantees and Liens	98
10.15	Confidentiality	98
10.16.	WAIVERS OF JURY TRIAL	98
10.17	Delivery of Addenda	98


SCHEDULES:

1.1A		Commitments
1.1B-1		Owned Real Property
1.1B-2		Unrestricted Leasehold Properties
1.1B-3		Leasehold Consents
1.1C		Canadian Revolving Lender/Canadian Commitments
1.1D		Existing Letters of Credit
4.4		Consents, Authorizations, Filings and Notices
4.6		Litigation
4.9		Intellectual Property
4.15		Subsidiaries
4.17		Environmental Matters
4.19(a)		UCC Filing Jurisdictions
4.19(b)		Mortgage Filing Jurisdictions
5.1		Pro Forma Leverage Ratio
6.13		Post-Closing Matters
7.2(d)		Existing Indebtedness
7.3(f)		Existing Liens
7.8(j)		Existing Investments
7.10		Transactions with Affiliates

EXHIBITS:

A		Form of Guarantee and Collateral Agreement
B		Form of Compliance Certificate
C		Form of Closing Certificate
D		Form of Mortgage
E		Form of Assignment and Assumption
F		Form of Legal Opinion of Weil, Gotshal & Manges LLP
G		Form of U.S. Tax Compliance Certificate
H		Form of Addendum
I		Form of Incremental Facility Activation Notice

CREDIT AGREEMENT (this “Agreement”), dated as of June 1, 2010, as amended and restated as of May 13, 2011, and as further amended and restated as of May 14, 2013, among GAMES INTERMEDIATE MERGER CORP., a Delaware corporation (to be merged with and into Dave & Buster’s Holdings, Inc., with Dave & Buster’s Holdings, Inc. as the surviving entity) (“Holdings”), GAMES MERGER CORP., a Missouri corporation (to be merged with and into Dave & Buster’s, Inc., with Dave & Buster’s, Inc. as the surviving entity) (the “Borrower”), 6131646 CANADA INC., a Canadian corporation (the “Canadian Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), GENERAL ELECTRIC CAPITAL CORPORATION, as documentation agent (in such capacity, the “Documentation Agent”), JPMORGAN CHASE BANK, N.A and JEFFERIES FINANCE LLC, as co-syndication agents (in such capacity, the “Co-Syndication Agents”), and JPMORGAN CHASE BANK, N.A., as administrative agent.

The parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

“ABR”: for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ¹/₂ of 1% and (c) the Eurodollar Rate that would be calculated as of such day (or, if such day is not a Business Day, as of the next preceding Business Day) in respect of a proposed Eurodollar Loan with a one-month Interest Period plus 1.0%; provided, that for purposes of determining the interest rate applicable to Term Loans, the ABR shall not be less than 2.25%. Any change in the ABR due to a change in the Prime Rate, the Federal Funds Effective Rate or such Eurodollar Rate shall be effective as of the opening of business on the day of such change in the Prime Rate, the Federal Funds Effective Rate or such Eurodollar Rate, respectively.

“ABR Loans”: Loans the rate of interest applicable to which is based upon the ABR.

“Acquisition”: as defined in Section 5.1.

“Acquisition Documentation”: collectively, the Purchase Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith.

“Addendum”: an instrument, substantially in the form of Exhibit H, by which a Lender becomes a party to this Agreement as of the Closing Date.

“Additional Revolving Loans”: as defined in Section 2.4A.

“Adjusted Debt”: at any date, the sum of (a) Consolidated Total Debt at such date plus (b) an amount equal to (i) eight times (ii)(A) the Consolidated Lease Expense for the four most recent fiscal quarters ending not less than 45 days prior to the Closing Date less (B) any such Consolidated Lease Expense for the period set out in (A) above with respect to any location made prior to the opening of the Unit at such location.

“Adjusted EBITDAR”: for any period, the sum of (a) Consolidated EBITDA for such period, subject to adjustments permitted by Regulation S-X and such other adjustments as the Administrative Agent reasonably determines reflect the pro forma financial condition of the Borrower and

may be used in the offering memorandum or prospectus for the Senior Notes, plus (b)(i) the Consolidated Lease Expense for the four most recent fiscal quarters ending not less than 45 days prior to the Closing Date less (ii) any such Consolidated Lease Expense for the period set out in (i) above with respect to any location made prior to the opening of the Unit at such location.

“Adjustment Date”: as defined in the definition of Pricing Grid.

“Administrative Agent”: JPMorgan Chase Bank, N.A., together with its affiliates, as the arranger of the Commitments and as the administrative agent for the Lenders under this Agreement and the other Loan Documents, together with any of its successors (it being understood that, with respect to the Canadian Revolving Loans, the Administrative Agent shall be JPMorgan Chase Bank, N.A., Toronto Branch).

“Affiliate”: as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Agents”: the collective reference to the Co-Syndication Agents, the Documentation Agent and the Administrative Agent.

“Aggregate Exposure”: with respect to any Lender at any time, an amount equal to (a) until the Closing Date, the aggregate amount of such Lender’s Commitments at such time and (b) thereafter, the sum of (i) the aggregate then unpaid principal amount of such Lender’s Term Loans, (ii) the amount of such Lender’s Revolving Commitment then in effect or, if the Revolving Commitments have been terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding and (iii) the amount of such Lender’s Canadian Revolving Commitment then in effect or, if the Canadian Revolving Commitments have been terminated, the amount of such Lender’s Canadian Revolving Extensions of Credit then outstanding.

“Aggregate Exposure Percentage”: with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

“Agreement”: as defined in the preamble hereto.

“Applicable Margin”: for each Type of Loan, the rate per annum set forth under the relevant column heading below:


	ABR Loans	Eurodollar Loans
Revolving Loans, Additional
Revolving Loans and
Swingline Loans	3.00%	4.00%
Term Loans	2.25%	3.25%
	Canadian Prime Rate Loans	Canadian Cost of Funds Loans
Canadian Revolving Loans	3.00%	4.00%

; provided, that on and after the first Adjustment Date occurring after the completion of the first full fiscal quarter of the Borrower after the Closing Date, the Applicable Margin with respect to the Loans (other than Term Loans) will be determined pursuant to the Pricing Grid; provided further, that on and after the first Adjustment Date occurring after the completion of the first two full fiscal quarters of the Borrower after the Second Amendment Effective Date, the Applicable Margin with respect to the Term Loans will be determined pursuant to the Pricing Grid.

“Application”: an application, in such form as the Issuing Lender may specify from time to time, requesting the Issuing Lender to open a Letter of Credit.

“Approved Fund”: as defined in Section 10.6(b).

“Asset Sale”: any Disposition of property or series of related Dispositions of property (excluding any such Disposition permitted by clause (a), (b), (c), (d), (e), (g), (h) or (i) of Section 7.5) that yields gross proceeds to any Group Member (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $1,000,000.

“Assignee”: as defined in Section 10.6(b).

“Assignment and Assumption”: an Assignment and Assumption, substantially in the form of Exhibit E.

“Available Canadian Revolving Commitment”: as to any Canadian Revolving Lender at any time, an amount equal to the excess, if any, of (a) such Canadian Revolving Commitment then in effect over (b) such Lender’s Canadian Revolving Extensions of Credit then outstanding.

“Available Revolving Commitment”: as to any Revolving Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Revolving Commitment then in effect over (b) such Lender’s Revolving Extensions of Credit then outstanding; provided, that in calculating any Lender’s Revolving Extensions of Credit for the purpose of determining such Lender’s Available Revolving Commitment pursuant to Section 2.8(a), the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero.

“Benefitted Lender”: as defined in Section 10.7(a).

“Board”: the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Borrower”: as defined in the preamble hereto.

“Borrowing Date”: any Business Day specified by the Borrower or the Canadian Borrower as a date on which such Borrower or Canadian Borrower requests the relevant Lenders to make Loans hereunder.

“Business”: as defined in Section 4.17(b).

“Business Day”: a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close, provided, that with respect to notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, such day is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market.

“Calculation Date”: (a) the last calendar day of each month (or, if such day is not a Canadian Business Day, the next succeeding Canadian Business Day) and (b) at any time when a Default or Event of Default shall have occurred and be continuing, any other Canadian Business Day which the Administrative Agent may determine in its sole discretion to be a Calculation Date.

“Canadian Borrower”: as defined in the preamble hereto.

“Canadian Business Day”: a Business Day and a day other than a Saturday, Sunday or other day on which commercial banks in Toronto, Ontario are authorized or required by law to close.

“Canadian Cost of Funds Loan”: a Canadian Revolving Loan funded in Canadian Dollars, bearing interest calculated by reference to the Canadian Cost of Funds Rate.

“Canadian Cost of Funds Rate”: the fixed rate of interest determined by JPMorgan Chase Bank, N.A., Toronto Branch at or about 10:00 a.m., New York City time, on the first day of an Interest Period in respect of a Canadian Cost of Funds Loan as being sufficient to compensate JPMorgan Chase Bank, N.A., Toronto Branch for its cost of funds for funding a Canadian Cost of Funds Loan in an aggregate amount equal to the Canadian Cost of Funds Loan and having a maturity comparable to the Interest Period relating to said Canadian Costs of Funds Loan.

“Canadian Dollars” or “C$”: dollars designated as lawful currency of Canada.

“Canadian Prime Rate”: the higher of (a) the annual rate of interest announced from time to time by JPMorgan Chase Bank, N.A., Toronto Branch at its head office as its “prime rate” for C$ denominated commercial loans to borrowers in Canada (it being understood that such rate is a reference rate and not necessarily the lowest rate of interest charged by JPMorgan Chase Bank, N.A., Toronto Branch) and (b) the sum of (i) the CDOR Rate and (ii) 1% per annum.

“Canadian Prime Rate Loan”: a Canadian Revolving Loan funded in Canadian Dollars that accrues interest calculated by reference to the Canadian Prime Rate.

“Canadian Revolving Commitment”: as to any Canadian Revolving Lender, the obligation of such Lender, if any, to make Canadian Revolving Loans and Additional Revolving Loans in an aggregate principal amount not to exceed the amount set forth under the heading “Canadian Revolving Commitment” opposite such Lender’s name on Schedule 1.1C or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. As of the Second Amendment Effective Date, the amount of the Total Canadian Revolving Commitments is $1,000,000.

“Canadian Revolving Extensions of Credit”: as to any Canadian Revolving Lender at any time, an amount equal to the aggregate principal amount (USD Equivalent) of all Canadian Revolving Loans and Additional Revolving Loans held by such Lender then outstanding.

“Canadian Revolving Lender”: the Lender set forth on Schedule 1.1C and any other Eligible Canadian Assignee who becomes an assignee of any rights and obligations of a Canadian Revolving Lender pursuant to Section 10.6, acting in their role as makers of Canadian Revolving Loans and Additional Revolving Loans, none of which lenders shall be a non-resident of Canada for purposes of the Income Tax Act (Canada), except as otherwise provided under the definition of Eligible Canadian Assignee.

“Canadian Revolving Loans”: as defined in Section 2.4A.

“Canadian Revolving Percentage”: as to any Canadian Revolving Lender at any time, the percentage which such Lender’s Canadian Revolving Commitment then constitutes of the Total Canadian Revolving Commitments or, at any time after the Canadian Revolving Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Canadian Revolving Loans and Additional Revolving Loans then outstanding constitutes of the aggregate principal amount of the Canadian Revolving Loans and Additional Revolving Loans then outstanding; provided that, in the case of Section 2.23 when a Defaulting Lender shall exist, any such Defaulting Lender’s Canadian Revolving Commitment shall be disregarded in such calculations.

“Capital Expenditures”: for any period, with respect to any Person, the aggregate of all expenditures by such Person and its Subsidiaries for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) that should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries; provided that capital expenditures shall not include any such expenditures that constitute (a) Permitted Acquisitions or (b) Reinvestment Deferred Amounts, and provided, further, that any Capital Expenditures shall be reduced by amounts received by the Borrower or any of its Subsidiaries from any landlord or similar party in such period in respect of contributions, as specified in the applicable lease with such landlord or similar party, if and to the extent that the expenditures in respect of which such contributions were made would otherwise be treated as Capital Expenditures hereunder.

“Capital Lease Obligations”: as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“Capital Stock”: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

“Card Programs”: (i) purchasing card programs offered by any Lender or any affiliate of a Lender established to enable the Borrower or any Subsidiary to purchase goods and supplies from vendors and (ii) any travel and entertainment card program offered by any Lender or any Affiliate of any Lender established to enable the Borrower or any Subsidiary to make payments for expenses incurred related to travel and entertainment.

“Cash Equivalents”: (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-1 by S&P or P-1 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States

government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; (g) money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition; or (h) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.

“CCOF Tranche”: the collective reference to Canadian Cost of Funds Loans the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

“CDOR Rate”: the annual rate of interest equal to the average 30 day rate applicable to Canadian bankers’ acceptances appearing on the “Reuters Screen CDOR Page” (as defined in the International Swaps and Derivatives Association, Inc. 1991 ISDA definitions, as modified and amended from time to time) as of 10:00 a.m., New York City time, on such day, or if such day is not a Canadian Business Day, then on the immediately preceding Canadian Business Day; provided that if such rate does not appear on the Reuters Screen CDOR Page as contemplated, then the CDOR Rate on any day shall be calculated as the arithmetic mean of the 30 day rates applicable to Canadian bankers’ acceptances quoted by the Schedule I Reference Banks as of 10:00 a.m., New York City time, on such day, or if such day is not a Canadian Business Day, then on the immediately preceding Canadian Business Day.

“Change of Control”:

(a) at any time prior to the consummation of a Qualifying IPO (i) the Permitted Investors shall cease to have the power to vote or direct the voting of securities having a majority of the ordinary voting power for the election of directors of Holdings (determined on a fully diluted basis); or (ii) the Permitted Investors shall cease to own of record and beneficially, directly or indirectly, a majority of the outstanding common stock of Holdings;

(b) at any time following the consummation of a Qualifying IPO, any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, excluding the Permitted Investors, shall acquire or otherwise obtain the power, or rights (whether by means or warrants, options or otherwise) to obtain the power, directly or indirectly, to vote or direct the voting of Capital Stock having more than 35% of the ordinary voting power for the election of directors of Holdings, unless the Permitted Investors have the power, directly or indirectly, to vote or direct the voting of Capital Stock having a greater percentage of the ordinary voting power for the election of directors of Holdings than such “person” or “group”;

(d) Holdings shall cease to own and control, of record and beneficially, directly, 100% of each class of outstanding Capital Stock of the Borrower free and clear of all Liens (except Liens created by the Guarantee and Collateral Agreement or Liens permitted pursuant to Section 7.3(a)); or

(e) a Specified Change of Control shall occur.

“Closing Date”: the date on which the conditions precedent set forth in Section 5.1 shall have been satisfied, which date is June 1, 2010.

“Code”: the U.S. Internal Revenue Code of 1986, as amended from time to time.

“Collateral”: all property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.

“Commitment”: as to any Lender, the sum of the Term Commitment, the Revolving Commitment and the Canadian Revolving Commitment of such Lender.

“Commitment Fee Rate”: 0.75% per annum.

“Commodity Exchange Act”: the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Commonly Controlled Entity”: an entity, whether or not incorporated, that is under common control with the Borrower or the Canadian Borrower within the meaning of Section 4001 of ERISA, or is part of a group that includes the Borrower or the Canadian Borrower and that is treated as a single employer under Section 414 of the Code.

“Compliance Certificate”: a certificate duly executed by a Responsible Officer substantially in the form of Exhibit B.

“Conduit Lender”: any special purpose corporation organized and administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument; provided, that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender, and provided, further, that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Section 2.18, 2.19, 2.20 or 10.5 than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender or (b) be deemed to have any Commitment.

“Confidential Information Memorandum”: the Confidential Information Memorandum dated May 6, 2010 and furnished to certain Lenders.

“Consolidated Current Assets”: at any date, all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries at such date.

“Consolidated Current Liabilities”: at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries at such date, but excluding (a) the current portion of any Funded Debt of the Borrower and its Subsidiaries and (b) without duplication of clause (a) above, all Indebtedness consisting of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans or Swingline Loans to the extent otherwise included therein.

“Consolidated EBITDA”: for any period, Consolidated Net Income for such period plus, without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) income tax expense, (b) interest expense, amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Loans), (c) depreciation and amortization expense, (d) amortization or impairment of intangibles (including, but not limited to, goodwill) and organization costs, (e) any extraordinary, unusual or non-recurring non-cash expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, losses on the sales of assets outside of the ordinary course of business), (f) any extraordinary, unusual or non-recurring cash expenses or losses in an aggregate amount not to exceed $5,000,000 in any Fiscal Year of the Borrower (including, without duplication of amounts referred to in clause (e) above, and whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, losses on the sales of assets outside of the ordinary course of business), (g) non-cash expenses resulting from any employee benefit or management compensation plan or the grant of stock and stock options to employees of the Borrower or any of its Subsidiaries pursuant to a written plan or agreement, (h) cash and non-cash expenses incurred in connection with the Transactions in an aggregate amount not to exceed $26,000,000 (including a $9,000,000 premium relating to the redemption of the Existing Notes), (i) cash expenses related to officers and employees of the Borrower in connection with the Transactions relating to the cancellation of equity-related options, (j) Consolidated Start-up Costs for such period in an aggregate amount not to exceed the greater of (i) $10,000,000 in any period of four consecutive fiscal quarters and (ii) 7.5% of Consolidated EBITDA for such period (calculated after giving effect to amounts added back pursuant to this clause (j)), (k) other non-cash charges reducing Consolidated Net Income (including any net change in deferred amusement revenue and ticket liability reserves, but excluding any other non-cash charge to the extent it represents an accrual of or reserve for cash charges in any future period or amortization of a prepaid cash expense that was paid in a prior period not included in the calculation), (l) fees and expenses permitted by Section 7.10, and (m) payments relating to change of control contracts for key management employees of the Borrower in an aggregate amount not to exceed $5,000,000 during the term of this Agreement, minus, (a) without duplication and to the extent included in the statement of such Consolidated Net Income for such period, the sum of (i) interest income, (ii) any extraordinary, unusual or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary course of business), (iii) income tax credits (to the extent not netted from income tax expense) and (iv) any other non-cash income and (b) any cash payments made during such period in respect of items described in clause (e) or (k) above subsequent to the fiscal quarter in which the relevant non-cash expenses or losses were reflected as a charge in the statement of Consolidated Net Income, all as determined on a consolidated basis. For the avoidance of doubt, if the proceeds of business interruption insurance would, because included in the net income (or loss) of the Borrower and its Subsidiaries as determined on a consolidated basis in accordance with GAAP, be included in the definition of Consolidated Net Income, in no event will such amounts be subsequently excluded from Consolidated EBITDA by the operation of any of the foregoing adjustments pursuant to this definition. For the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a “Reference Period”) pursuant to any determination of the Consolidated Leverage Ratio, (i) if at any time during such Reference Period the Borrower or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period and (ii) if during such Reference Period the Borrower or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition occurred on the first day of such Reference Period. As used in this definition, “Material Acquisition” means any acquisition of property or series of related acquisitions of property that (a) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the common stock of a Person and (b) involves the

payment of consideration by the Borrower and its Subsidiaries in excess of $1,000,000; and “Material Disposition” means any Disposition of property or series of related Dispositions of property that yields gross proceeds to the Borrower or any of its Subsidiaries in excess of $1,000,000. Notwithstanding the foregoing, (x) Consolidated EBITDA for the period of four consecutive fiscal quarters of the Borrower ended January 31, 2010, shall be deemed to equal $83,145,000 and (y) Consolidated EBITDA for the quarterly period of the Borrower ended January 31, 2010, shall be deemed to equal $24,901,000.

“Consolidated EBITDAR”: for any period, Consolidated EBITDA for such period, plus Consolidated Lease Expense for such period.

“Consolidated Fixed Charge Coverage Ratio”: for any period, the ratio of (a) Consolidated EBITDAR for such period less the aggregate amount actually paid by the Borrower and its Subsidiaries during such period on account of Maintenance Capital Expenditures (excluding (i) the principal amount of Indebtedness (other than any Loans) incurred in connection with such expenditures and (ii) any Reinvestment Deferred Amount) to (b) Consolidated Fixed Charges for such period.

“Consolidated Fixed Charges”: for any period, the sum (without duplication) of (a) Consolidated Interest Expense for such period, (b) Consolidated Lease Expense for such period and (c) scheduled payments made during such period on account of principal of Indebtedness of the Borrower or any of its Subsidiaries (including scheduled principal payments in respect of the Term Loans).

“Consolidated Interest Coverage Ratio”: for any period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period.

“Consolidated Interest Expense”: for any period, total cash interest expense (including that attributable to Capital Lease Obligations) of the Borrower and its Subsidiaries for such period with respect to all outstanding Indebtedness of the Borrower and its Subsidiaries.

“Consolidated Lease Expense”: for any period, the aggregate amount of fixed and contingent rental expense of the Borrower and its Subsidiaries for such period with respect to leases of real and personal property, determined on a consolidated basis in accordance with GAAP.

“Consolidated Leverage Ratio”: as at the last day of any period, the ratio of (a) Consolidated Total Debt on such day to (b) Consolidated EBITDA for such period.

“Consolidated Net Income”: for any period, the consolidated net income (or loss) of the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of the Borrower) in which the Borrower or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Borrower or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary of the Borrower to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary.

“Consolidated Senior Secured Debt”: as at the last day of any period, Consolidated Total Debt as of such date that is (a) secured by a Lien on any assets of the Borrower or its Subsidiaries and (b) not subordinated to the Obligations.

“Consolidated Senior Secured Leverage Ratio”: as at the last day of any period, the ratio of (a) Consolidated Senior Secured Debt for such period to (b) Consolidated EBITDA for such period.

“Consolidated Start-up Costs”: consolidated “start-up costs” (as such term is defined in SOP 98-5 published by the American Institute of Certified Public Accountants) of the Borrower and its Subsidiaries related to the acquisition, opening and organizing of new Units or conversion of existing Units, including, without limitation, rental payments with respect to any location made prior to the opening of the Unit at such location, the cost of feasibility studies, staff-training and recruiting and travel costs for employees engaged in such start-up activities, in each case net of landlord reimbursements for such costs.

“Consolidated Total Debt”: at any date, the aggregate principal amount of all Indebtedness (other than Indebtedness arising under Card Programs incurred pursuant to Section 7.2(r)) of the Borrower and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP; provided that obligations described in clause (f) of the definition of “Indebtedness” shall not constitute “Consolidated Total Debt” to the extent such obligations are not drawn and unreimbursed.

“Consolidated Working Capital”: at any date, the excess of Consolidated Current Assets on such date over Consolidated Current Liabilities on such date.

“Co-Syndication Agents”: as defined in the preamble hereto.

“Continuing Directors”: (a) the directors of Holdings on the Closing Date, after giving effect to the Acquisition and the other transactions contemplated hereby, and (b) each other director if (i) such other director’s nomination for election to the board of directors of Holdings is recommended by at least 66^2/3% of the then Continuing Directors or (ii) such other director receives the indirect vote of the Permitted Investors in his or her election by the shareholders of Holdings.

“Contractual Obligation”: as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control Investment Affiliate”: as to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (b) is organized by primarily for the purpose of making equity or debt investments in one or more companies. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

“Covenant Compliance Period”: any time at which any Revolving Loan or Swingline Loan shall be made or is outstanding or any Letter of Credit (other than Standby Letters of Credit in an aggregate face amount of up to $12,000,000) shall be issued or is outstanding that is not cash collateralized in an amount of at least 103% of the face amount thereof in a manner consistent with the last paragraph of Section 8.

“Cumulative Credit”: as of any period beginning on the Closing Date and ending at any time of determination thereafter, with respect to any proposed use of the Cumulative Credit, an amount equal to (a) the sum of (i) the amount of Excess Cash Flow minus the ECF Application Amount, in each case, for each Fiscal Year of the Borrower for which the financial statements required to be delivered under Section 6.1(a) have been delivered and any prepayment that may be required pursuant to Section 2.11(c) with respect to the ECF Application Amount for such Fiscal Year has been made plus (ii) the amount of Net Cash Proceeds of any issuance of Capital Stock issued by Holdings that have been

contributed to the Borrower as common equity minus (b) the aggregate amount of (i) Capital Expenditures made utilizing the Cumulative Credit and (ii) Permitted Acquisitions and Investments made under Sections 7.8(l) and 7.8(p) respectively, in each case to the extent made during such period through utilization of the Cumulative Credit (excluding such proposed use of the Cumulative Credit (but including any other simultaneous proposed use of the Cumulative Credit)).

“Cure Amount”: as defined in Section 8.2.

“Cure Date”: as defined in Section 8.2.

“Cure Right”: as defined in Section 8.2.

“Default”: any of the events specified in Section 8.1, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Defaulting Lender”: any Lender, as determined by the Administrative Agent, that has (a) failed to fund any portion of its Loans or participations in Letters of Credit or Swingline Loans within three Business Days of the date required to be funded by it hereunder, (b) notified the Borrower, the Administrative Agent, the Issuing Lender, the Swingline Lender or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements in which it commits to extend credit, (c) failed, within three Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans, (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute, or (e) (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.

“Disposition”: with respect to any property, any sale, lease, sale and leaseback (including, without limitation, any Permitted Sale-Leaseback), assignment, conveyance, transfer or other disposition thereof. The terms “Dispose” and “Disposed of” shall have correlative meanings.

“Documentation Agent”: as defined in the preamble hereto.

“Dollars” and “$”: dollars in lawful currency of the United States.

“Domestic Subsidiary”: any Subsidiary of the Borrower organized under the laws of any jurisdiction within the United States.

“ECF Application Amount”: as defined in Section 2.11(c).

“ECF Percentage”: 50%; provided, that, with respect to each Fiscal Year of the Borrower ending on or after January 29, 2012, the ECF Percentage shall be reduced to (a) 25% if the Consolidated Leverage Ratio as of the last day of such Fiscal Year is not greater than 3.25 to 1.0 and (b) 0% if the Consolidated Leverage Ratio as of the last day of such Fiscal Year is not greater than 2.5 to 1.0.

“Eligible Canadian Assignee”: any institutional lender which is (i) a lender named in Schedule I, Schedule II or Schedule III to the Bank Act (Canada) having total assets in excess of C$500,000,000, (ii) any other lender approved by the Administrative Agent and the Canadian Borrower, which approval shall not be unreasonably withheld or (iii) if, but only if, an Event of Default has occurred and is continuing, any other bank, insurance company, commercial finance company or other financial institution or other Person approved by the Administrative Agent, such approval not to be unreasonably withheld, or any Approved Fund.

“Environmental Laws”: any and all applicable foreign, Federal, state, provincial, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Materials of Environmental Concern or occupational safety and health matters (as such matters relate to Materials of Environmental Concern or exposure thereto), as now or may at any time hereafter be in effect.

“Equity Contribution”: as defined in Section 5.1(b).

“ERISA”: the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Event”: (a) any Reportable Event; (b) the existence with respect to any Plan of a non-exempt Prohibited Transaction; (c) any failure by any Single Employer Plan to satisfy the minimum funding standards (within the meaning of Sections 412 or 430 of the Code or Section 302 of ERISA) applicable to such Single Employer Plan, whether or not waived; (d) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Single Employer Plan, the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Single Employer Plan or the failure by the Borrower, the Canadian Borrower or any of their Commonly Controlled Entities to make any required contribution to a Multiemployer Plan; (e) the incurrence by the Borrower, the Canadian Borrower or any of their Commonly Controlled Entities of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, with respect to the termination of any Single Employer Plan, including but not limited to the imposition of any Lien in favor of the PBGC; (f) a determination that any Single Employer Plan is in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA); (g) the receipt by the Borrower, the Canadian Borrower or any of their Commonly Controlled Entities from the PBGC or a plan administrator of any notice relating to an intention to terminate any Single Employer Plan under Section 4041 of ERISA or to appoint a trustee to administer any Single Employer Plan under Section 4042 of ERISA; (h) the incurrence by the Borrower, the Canadian Borrower or any of their Commonly Controlled Entities of any liability with respect to the withdrawal or partial withdrawal from any Single Employer Plan subject to Section 4063 of ERISA during a plan year it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or Multiemployer Plan; or (i) the receipt by the Borrower, the Canadian Borrower or any of their Commonly Controlled Entities of any notice, or the receipt by any Multiemployer Plan from a the Borrower, the Canadian Borrower or any of their Commonly Controlled Entities of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is Insolvent, in Reorganization, or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA; and (j) with respect to any Foreign Plan, (A) the failure by the Borrower, the Canadian Borrower or any of their Commonly Controlled Entities to make, or if applicable, accrue in accordance with normal accounting practices, any employer or employee contributions required by applicable law or by the terms of such Foreign Plan; (B) the failure by the Borrower, the Canadian Borrower or any of their Commonly Controlled Entities to register or loss of good standing with applicable regulatory authorities of any such Foreign Plan required to be registered; or (C) the failure of any Foreign Plan to comply with any material provisions of applicable law and regulations or with the material terms of such Foreign Plan.

“Eurocurrency Reserve Requirements”: for any day as applied to a Eurodollar Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal and emergency reserves) under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of the Federal Reserve System.

“Eurodollar Base Rate”: with respect to each day during each Interest Period pertaining to a Eurodollar Loan, the rate per annum determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on the Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, two Business Days prior to the beginning of such Interest Period. In the event that such rate does not appear on such page (or otherwise on such screen), the “Eurodollar Base Rate” shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent or, in the absence of such availability, by reference to the rate at which the Administrative Agent is offered Dollar deposits at or about 11:00 a.m., New York City time, two Business Days prior to the beginning of such Interest Period in the interbank eurodollar market where its eurodollar and foreign currency and exchange operations are then being conducted for delivery on the first day of such Interest Period for the number of days comprised therein; provided, that for purposes of determining the interest rate applicable to Term Loans, the Eurodollar Base Rate shall not be less than 1.25%.

“Eurodollar Loans”: Loans the rate of interest applicable to which is based upon the Eurodollar Rate.

“Eurodollar Rate”: with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum determined for such day in accordance with the following formula (rounded upward to the nearest 1/100^th of 1%):

Eurodollar Base Rate

1.00 - Eurocurrency Reserve Requirements

“Eurodollar Tranche”: the collective reference to Eurodollar Loans under a particular Facility the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

“Event of Default”: any of the events specified in Section 8.1, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Excess Cash Flow”: for any Fiscal Year of the Borrower, the excess, if any, of (a) the sum, without duplication, of (i) Consolidated Net Income for such Fiscal Year, (ii) the amount of all non-cash charges (including depreciation and amortization) deducted in arriving at such Consolidated Net Income, (iii) decreases in Consolidated Working Capital for such Fiscal Year, (iv) the aggregate net amount of non-cash loss on the Disposition of property by the Borrower and its Subsidiaries during such Fiscal Year (other than sales of inventory in the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income and (v) income tax expenses for such Fiscal Year over (b) the sum, without duplication, of (i) the amount of all non-cash credits included in arriving at such

Consolidated Net Income, (ii) the aggregate amount actually paid by the Borrower and its Subsidiaries in cash during such Fiscal Year on account of Capital Expenditures (excluding the principal amount of Indebtedness incurred in connection with such expenditures and any such expenditures financed with the proceeds of any Reinvestment Deferred Amount) to the extent permitted to be made under this Agreement, (iii) the aggregate amount of all regularly scheduled principal payments of Funded Debt (including the Term Loans) of the Borrower and its Subsidiaries made during such Fiscal Year (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder) to the extent permitted to be paid under this Agreement, (iv) increases in Consolidated Working Capital for such Fiscal Year, (v) the aggregate net amount of non-cash gain on the Disposition of property by the Borrower and its Subsidiaries during such Fiscal Year (other than sales of inventory in the ordinary course of business), to the extent included in arriving at such Consolidated Net Income, (vi) Restricted Payments paid in cash pursuant to Section 7.6(b)(ii) and (c), in each case to a Person other than the Borrower or its Subsidiaries and to the extent permitted under this Agreement, (viii) payments in respect of income taxes, and (ix) income tax benefits for such Fiscal Year.

“Excess Cash Flow Application Date”: as defined in Section 2.11(c).

“Exchange Rate”: with respect to Canadian Dollars on a particular date, the rate at which such currency may be exchanged into Dollars, as set forth on such date as determined by the Administrative Agent on the applicable Reuters currency page with respect to such currency. In the event that such rate does not appear on the applicable Reuters currency page, the Exchange Rate with respect to such currency shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower or, in the absence of such agreement, such Exchange Rate shall instead be JPMorgan Chase Bank, N.A., Toronto Branch’s spot rate of exchange in the London interbank or other market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m., local time, at such date for the purchase of Dollars with Canadian Dollars, for delivery two Business Days later; provided, that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

“Excluded Foreign Subsidiary”: the Canadian Borrower and any other Foreign Subsidiary in respect of which either (a) the pledge of any of the Capital Stock or any of the assets of such Subsidiary as Collateral or (b) the guaranteeing by such Subsidiary of the Obligations, would, in the good faith judgment of the Borrower, result in adverse tax consequences to the Borrower.

“Excluded Swap Obligation”: with respect to any Guarantor, (a) any Swap Obligation if, and to the extent that, and only for so long as, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure to constitute an “eligible contract participant,” as defined in the Commodity Exchange Act and the regulations thereunder, at the time the guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to such Swap Obligation or (b) any other Swap Obligation designated as an “Excluded Swap Obligation” of such Guarantor as specified in any agreement between the relevant Loan Parties and counterparty applicable to such Swap Obligations. If a Swap Obligation arises under a master agreement governing more than one Swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such guarantee or security interest is or becomes illegal.

“Excluded Taxes”: as defined in Section 2.19(a).

“Existing Credit Agreement”: as defined in Section 5.1(b)(iv).

“Existing Letter of Credit Issuer”: JPMorgan Chase Bank, N.A.

“Existing Letters of Credit”: the letters of credit set forth on Schedule 1.1D.

“Existing Notes”: the 11.25% Senior Notes due March 15, 2014 of the Borrower.

“Existing Term Loans”: as defined in the Second Amendment.

“Facility”: each of (a) the Term Commitments and the Term Loans made thereunder (the “Term Facility”), (b) the Revolving Commitments and the extensions of credit made thereunder (the “Revolving Facility”) and (c) the Canadian Revolving Commitments and the extensions of credit made thereunder (the “Canadian Revolving Facility”).

“Federal Funds Effective Rate”: for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by JPMorgan Chase Bank, N.A. from three federal funds brokers of recognized standing selected by it.

“Fee Payment Date”: (a) the third Business Day following the last day of each March, June, September and December and (b) the last day of the Revolving Commitment Period.

“Financial Condition Covenants”: the covenants set forth in Section 7.1.

“Fiscal Year”: the 12 monthly fiscal accounting periods described in Section 7.13.

“Foreign Plan”: each “employee pension benefit plan” (within the meaning of Section 3(2) of ERISA, whether or not subject to ERISA) that is not subject to U.S. law and is maintained or contributed to by the Borrower, the Canadian Borrower or any of their Commonly Controlled Entities.

“Foreign Subsidiary”: any Subsidiary of the Borrower that is not a Domestic Subsidiary.

“Funded Debt”: as to any Person, all Indebtedness of such Person that matures more than one year from the date of its creation or matures within one year from such date but is renewable or extendible, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including all current maturities and current sinking fund payments in respect of such Indebtedness whether or not required to be paid within one year from the date of its creation and, in the case of the Borrower or the Canadian Borrower, Indebtedness in respect of the Loans.

“Funding Office”: with respect to the Borrower, the office of the Administrative Agent specified in Section 10.2 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Borrower or the Canadian Borrower, as the case may be, and the Lenders, and with respect to the Canadian Borrower, the office of the Canadian Revolving Lender set forth on Schedule 1.1C or, as relevant, the office of each Eligible Canadian Assignee set out in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof.

“GAAP”: generally accepted accounting principles in the United States as in effect from time to time, except that for purposes of Section 7.1, GAAP shall be determined on the basis of such principles in effect on the date hereof and consistent with those used in the preparation of the most recent audited financial statements referred to in Section 4.1(b). In the event that any “Accounting Change” (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower, the Canadian Borrower and the Administrative Agent agree to enter into negotiations in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Canadian Borrower, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.

“Governmental Authority”: any nation or government, any state, province or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government.

“Group Members”: the collective reference to Holdings, the Borrower, the Canadian Borrower and their respective Subsidiaries.

“Guarantee and Collateral Agreement”: the Guarantee and Collateral Agreement to be executed and delivered by Holdings, the Borrower and each Subsidiary Guarantor, substantially in the form of Exhibit A.

“Guarantee Obligation”: as to any Person (the “guaranteeing person”), any obligation, including a reimbursement, counter-indemnity or similar obligation, of the guaranteeing Person that guarantees or in effect guarantees, or which is given to induce the creation of a separate obligation by another Person (including any bank under any letter of credit) that guarantees or in effect guarantees, any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

“Guarantors”: the collective reference to Holdings and the Subsidiary Guarantors.

“Holdings”: as defined in the preamble hereto.

“Increased Amount Date”: as defined in Section 2.24(a).

“Incremental Amount”: at any time, the excess, if any, of (a) $50,000,000 over (b) the aggregate amount of all Incremental Term Loans.

“Incremental Assumption Agreement”: an Incremental Assumption Agreement in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and one or more Incremental Term Lenders.

“Incremental Facility Activation Notice”: a notice substantially in the form of Exhibit I.

“Incremental Term Lender”: each Lender which holds an Incremental Term Loan.

“Incremental Term Loans”: the term loans made by one or more Lenders to the Borrower pursuant to Section 2.24.

“Incurrence Ratio”: as at the last day of any period of four consecutive fiscal quarters, the maximum permitted Consolidated Leverage Ratio for such period as set forth in Section 7.1(a), with the numerator of such ratio decreased by 0.25.

“Indebtedness”: of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than current trade payables incurred in the ordinary course of such Person’s business) which purchase price is due more than six months after the date of placing such property in service or taking delivery and title thereto, (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though 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), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, (g) the liquidation value of all redeemable preferred Capital Stock of such Person, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above, (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, and (j) for the purposes of Section 8.1(e) only, all obligations of such Person in respect of Swap Agreements. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor.

“Insolvent”: with respect to any Multiemployer Plan, the condition that such Multiemployer Plan is insolvent within the meaning of Section 4245 of ERISA.

“Intellectual Property”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including all copyrights and any registrations and applications for registration thereof, copyright licenses, patents and patent applications, patent licenses, trademarks and any registrations and applications for registration thereof, trademark licenses, trade names, domain names, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Interest Payment Date”: (a) as to any ABR Loan (other than any Swingline Loan) or any Canadian Prime Rate Loan, the last day of each March, June, September and December to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period, (d) as to any Canadian Cost of Funds Loan having an Interest Period of 90 days or less, the last day of such Interest Period, (e) as to any Canadian Cost of Funds Loan having an Interest Period longer than 90 days, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period, (f) as to any Loan (other than any Revolving Loan or Additional Revolving Loan that is an ABR Loan, any Swingline Loan and any Canadian Prime Rate Loan), the date of any repayment or prepayment made in respect thereof and (g) as to any Swingline Loan, the day that such Loan is required to be repaid.

“Interest Period”: (a) as to any Eurodollar Loan, (i) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two, three or six (or, if agreed to by all Lenders under the relevant Facility, nine or twelve) months thereafter, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (ii) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six (or, if agreed to by all Lenders under the relevant Facility, nine or twelve) months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not later than 11:00 a.m., New York City time, on the date that is three Business Days prior to the last day of the then current Interest Period with respect thereto; and (b) as to any Canadian Cost of Funds Loan, (i) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Canadian Cost of Funds Loan and ending 30, 60, 90 or 180 days thereafter, as selected by the Canadian Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (ii) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Canadian Cost of Funds Loan and ending 30, 60, 90 or 180 days thereafter, as selected by the Canadian Borrower by irrevocable notice to the Administrative Agent not later than 11:00 a.m., New York City time, on the date that is three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:

(i) if any Interest Period with respect to a Eurodollar Loan would otherwise end on a day that is not a Business Day, or if any Interest Period with respect to a Canadian Cost of Funds Loan would otherwise end on a day that is not a Canadian Business Day, such Interest Period shall be extended to the next succeeding Business Day or Canadian Business Day, as applicable, unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day or Canadian Business Day, as applicable;

(ii) neither the Borrower nor the Canadian Borrower may select an Interest Period under a particular Facility that would extend beyond the Revolving Termination Date or beyond the date final payment is due on the Term Loans, as the case may be;

(iii) any Interest Period that begins on the last Business Day or Canadian Business Day, as applicable, of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day or Canadian Business Day, as applicable, of a calendar month; and

(iv) the Borrower and the Canadian Borrower shall select Interest Periods so as not to require a payment or prepayment of any Eurodollar Loan or any Canadian Cost of Funds Loan, as the case may be, during an Interest Period for such Loan.

“Investments”: as defined in Section 7.8.

“Issuing Lender”: JPMorgan Chase Bank, N.A. or any affiliate thereof, in its capacity as issuer of any Letter of Credit, and any other Lender selected by the Borrower to be an Issuing Lender with the consent of the Administrative Agent and such Lender, in such capacity.

“L/C Commitment”: $20,000,000.

“L/C Exposure”: at any time, the total L/C Obligations. The L/C Exposure of any Revolving Lender at any time shall be its Revolving Percentage of the total L/C Exposure at such time.

“L/C Obligations”: at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 3.5.

“L/C Participants”: the collective reference to all the Revolving Lenders other than the Issuing Lender.

“Lead Arrangers”: J.P. Morgan Securities LLC and Jefferies Finance LLC, in their capacities as joint lead arrangers of the Facilities.

“Lenders”: as defined in the preamble hereto and shall include each Term Lender, Revolving Lender, Canadian Revolving Lender and Swingline Lender; provided, that unless the context otherwise requires, each reference herein to the Lenders shall be deemed to include any Conduit Lender.

“Letters of Credit”: as defined in Section 3.1(a).

“Lien”: with respect to any asset, any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including the interest of a vendor or a lessor under any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

“Loan”: any loan made by any Lender pursuant to this Agreement.

“Loan Documents”: this Agreement, the Security Documents, the Notes and any amendment, waiver, supplement or other modification to any of the foregoing.

“Loan Parties”: each Group Member that is a party to a Loan Document.

“Maintenance Capital Expenditures”: Capital Expenditures that are not New Unit Capital Expenditures.

“Majority Facility Lenders”: with respect to any Facility, the holders of more than 50% of the aggregate unpaid principal amount of the Term Loans, the Total Revolving Extensions of Credit or the Total Canadian Revolving Extensions of Credit, as the case may be, outstanding under such Facility (or, in the case of the Revolving Facility and the Canadian Revolving Facility, prior to any termination of the Revolving Commitments or the Canadian Revolving Commitments, as the case may be, the holders of more than 50% of the Total Revolving Commitments or the Total Canadian Revolving Commitments, as the case may be).

“Material Adverse Effect”: a material adverse effect on (a) the business, property, operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole or (b) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder.

“Materials of Environmental Concern”: any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

“Moody’s”: Moody’s Investors Service, Inc.

“Mortgaged Properties”: the real properties listed on Schedule 1.1B-1 and 1.1B-2, and any other leasehold real property held by any Loan Party with respect to which landlord consent to the granting of a leasehold mortgage thereon is obtained pursuant to Section 6.10.

“Mortgages”: each of the mortgages and deeds of trust made by any Loan Party in favor of, or for the benefit of, the Administrative Agent for the benefit of the Lenders, substantially in the form of Exhibit D (with such changes thereto as shall be advisable under the law of the jurisdiction in which such mortgage or deed of trust is to be recorded).

“Multiemployer Plan”: a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Cash Proceeds”: (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received), net of attorneys’ fees, accountants’ fees, investment banking fees, amounts required to be applied to the repayment of Indebtedness that is secured by a Lien expressly permitted hereunder on any asset that is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document) or that is otherwise subject to mandatory prepayment, and other customary fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and net of the amount of any reserves established to fund contingent liabilities estimated in good faith to be payable and that are directly attributable to such event (as determined reasonably and in good faith by the Chief Financial Officer of the Borrower), provided, that upon any termination of any such reserve, all amounts not paid-out in connection therewith shall be deemed to be “Net Cash Proceeds” of such Asset Sale, and (b) in

connection with any issuance or sale of Capital Stock or any incurrence of Indebtedness, the cash proceeds (net of any Indebtedness to be refinanced with such proceeds) received from such issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith.

“New Term Loan”: as defined in the Second Amendment.

“New Unit Capital Expenditures”: Capital Expenditures related to the construction, acquisition or opening of new Units net of landlord reimbursements.

“Non-Consenting Lender”: as defined in Section 2.22(b).

“Non-Excluded Taxes”: as defined in Section 2.19(a).

“Non-U.S. Person”: as defined in Section 2.19(d).

“Notes”: the collective reference to any promissory note evidencing Loans.

“Obligations”: the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition or assignment in bankruptcy, or the commencement of any insolvency, reorganization, plan of arrangement or like proceeding, relating to the Borrower or the Canadian Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Borrower and the Canadian Borrower to the Administrative Agent or to any Lender (or, in the case of Specified Swap Agreements and Specified Cash Management Agreements, any affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, any Specified Swap Agreement, any Specified Cash Management Agreement or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, Reimbursement Obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by the Borrower or the Canadian Borrower pursuant hereto) or otherwise.

“Other Taxes”: any and all present or future stamp or documentary taxes or any other similar excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, excluding, however, such amounts imposed as a result of an assignment.

“Participant”: as defined in Section 10.6(c).

“PATRIOT Act”: Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107- 56.

“PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“Permitted Acquisition”: the acquisition by the Borrower (whether of stock or of substantially all of the assets of a business or business division as a going concern or by means of a merger or consolidation) of a 100% interest in any other Person, provided that all of the following conditions shall have been satisfied: (a) such other Person shall operate a similar business to that of the

Borrower’s, (b) no Default or Event of Default shall have occurred and be continuing and none shall exist after giving effect thereto, (c) if the Borrower shall merge or amalgamate with such other Person, the Borrower shall be the surviving party of such merger or amalgamation, (d) if such Person shall become a Subsidiary of the Borrower, such new Subsidiary shall become a Subsidiary Guarantor pursuant to, and take all other actions required by, Section 6.9 hereof, (e) the Borrower shall have delivered to the Administrative Agent a Compliance Certificate (such Compliance Certificate to be distributed to the Lenders by the Administrative Agent) demonstrating that, both immediately prior to and immediately after such acquisition, the Consolidated Interest Coverage Ratio calculated on a pro forma basis would be greater than 2.00:1.00 and (f) the aggregate amount expended by the Borrower and its Subsidiaries for all Permitted Acquisitions shall not exceed the sum of (i) $15,000,000 plus (ii) the then available Cumulative Credit; provided that to the extent consideration for a Permitted Acquisition consists of Capital Stock issued by Holdings or any direct or indirect parent of Holdings, the amount of such Capital Stock shall not, in any case, be counted towards the restriction in this clause (f).

“Permitted Cure Securities”: (a) any common equity security of Holdings and/or (b) any equity security of Holdings having no mandatory redemption, repurchase or similar requirements prior to 91 days after the date final payment is due on the Term Loans, and upon which all dividends or distributions (if any) shall be payable solely in additional shares of such equity security.

“Permitted Investors”: the collective reference to the Sponsor and the Control Investment Affiliates in relation thereto.

“Permitted Sale-Leaseback”: as defined in Section 7.11.

“Permitted Senior Indebtedness”: unsecured senior (or subordinated) Indebtedness of the Borrower (i) the terms of which do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the date on which the final maturity of the Senior Notes issued on the Closing Date occurs (as in effect on the Closing Date) and (ii) the covenant, default and remedy provisions of which are not materially more restrictive, and the mandatory prepayment provisions and repurchase and redemption provisions of which are not materially more onerous or expansive in scope, taken as a whole, than those set forth in the Senior Note Indenture.

“Person”: an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Plan”: any employee pension benefit plan (within in the meaning of Section 3(2) of ERISA) in respect of which the Borrower, the Canadian Borrower or any of their Commonly Controlled Entities is (or, if such plan were terminated at such time, would under Section 4062 or 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Pricing Grid”: (a) with respect to Loans (other than Term Loans), the table set forth below.


Consolidated Leverage Ratio	Applicable Margin for Eurodollar Loans			Applicable Margin for ABR Loans
Greater than or equal to 4.50:1.00		4.50	%		3.50	%
Less than 4.50:1.00 but greater than or equal to 4.00:1.00		4.25	%		3.25	%
Less than 4.00:1.00 but greater than or equal to 3.50:1.00		4.00	%		3.00	%
Less than 3.50:1.00		3.50	%		2.50	%

(b) with respect to Term Loans, the table set forth below.


Consolidated Leverage Ratio	Applicable Margin for Eurodollar Loans			Applicable Margin for ABR Loans
Greater than or equal to 2.75:1.00		3.25	%		2.25	%
Less than 2.75:1.00		3.00	%		2.00	%

For the purposes of the Pricing Grid, changes in the Applicable Margin resulting from changes in the Consolidated Leverage Ratio shall become effective on the date (the “Adjustment Date”) that is three Business Days after the date on which financial statements are delivered to the Lenders pursuant to Section 6.1 and shall remain in effect until the next change to be effected pursuant to this paragraph. If any financial statements referred to above are not delivered within the time periods specified in Section 6.1, then, until the date that is three Business Days after the date on which such financial statements are delivered, the higher rate set forth in each column of the Pricing Grid shall apply. In addition, at all times while an Event of Default shall have occurred and be continuing, the higher rate set forth in each column of the Pricing Grid shall apply. Each determination of the Consolidated Leverage Ratio pursuant to the Pricing Grid shall be made in a manner consistent with the determination thereof pursuant to Section 7.1.

“Prime Rate”: the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by JPMorgan Chase Bank, N.A. in connection with extensions of credit to debtors).

“Pro Forma Balance Sheet”: as defined in Section 4.1(a).

“Pro Forma Leverage Ratio”: as at the Closing Date and calculated giving effect to the Transactions on a pro forma basis, the ratio of (a) Adjusted Debt on such date to (b) Adjusted EBITDAR for the four most-recent fiscal quarters ended not less than 45 days prior to the Closing Date (it being understood that Schedule 5.1 sets forth (i) the Consolidated EBITDA and (ii) the amount to be included in Adjusted EBITDAR pursuant to clause (b) of the definition thereof, in each case, for the fiscal quarters indicated thereon for the purposes of such calculation); provided that such calculation shall be made after giving effect to the application of cash proceeds from the issuance of equity on the Closing Date (including the Equity Contribution and any amounts in excess thereof) which are utilized to permanently reduce Indebtedness (including any utilization to reduce the amount of Indebtedness outstanding under the Facilities on such date) of the Borrower.

“Pro Forma Statement of Income”: as defined in Section 4.1(a).

“Prohibited Transaction”: has the meaning assigned to such term in Section 406 of ERISA and Section 4975(f)(e) of the Code.

“Projections”: as defined in Section 6.2(c).

“Properties”: as defined in Section 4.17(a).

“Purchase Agreement”: the Stock Purchase Agreement, dated as of May 2, 2010, by and among Holdings and the seller parties thereto (together with all exhibits, schedules and disclosure letters thereto).

“Purchaser”: Dave & Buster’s Parent, Inc., a Delaware corporation, formerly known as Games Acquisition Corp.

“Qualifying IPO”: the issuance by Holdings or any direct or indirect parent of Holdings of its common Capital Stock in an underwritten primary public offering for cash (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

“Real Estate”: all real property at any time owned or leased (as lessee or sublessee) by the Borrower or its Subsidiaries.

“Recovery Event”: any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of any Group Member.

“Refunded Swingline Loans”: as defined in Section 2.7.

“Register”: as defined in Section 10.6(b).

“Regulation S-X”: Regulation S-X of the Securities Act.

“Regulation U”: Regulation U of the Board as in effect from time to time.

“Reimbursement Obligation”: the obligation of the Borrower to reimburse the Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit.

“Reinvestment Deferred Amount”: with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by any Group Member in connection therewith that are not applied to prepay the Term Loans pursuant to Section 2.11(b) as a result of the delivery of a Reinvestment Notice.

“Reinvestment Event”: any Asset Sale or Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice.

“Reinvestment Notice”: a written notice executed by a Responsible Officer stating that no Event of Default has occurred and is continuing and that the Borrower (directly or indirectly through a Subsidiary) intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire or repair assets useful in its business.

“Reinvestment Prepayment Amount”: with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant Reinvestment Prepayment Date to acquire or repair assets useful in the Borrower’s business.

“Reinvestment Prepayment Date”: with respect to any Reinvestment Event, the earlier of (a)(i) the date occurring 365 days after such Reinvestment Event (if no binding commitment to reinvest all or a portion of the Reinvestment Deferred Amount relating to such Reinvestment Event has been entered into by such date) or (ii) the date occurring 18 calendar months after such Reinvestment Event (if a binding commitment to reinvest all or a portion of the Reinvestment Deferred Amount relating to such Reinvestment Event has been entered into within 365 days following the applicable Reinvestment Event) and (b) the date on which the Borrower shall have determined not to, or shall have otherwise ceased to, acquire or repair assets useful in the Borrower’s business with all or any portion of the relevant Reinvestment Deferred Amount.

“Reorganization”: with respect to any Multiemployer Plan, the condition that such Multiemployer Plan is in reorganization within the meaning of Section 4241 of ERISA.

“Replaced Term Loans”: as defined in Section 10.1.

“Replacement Term Loans”: as defined in Section 10.1.

“Reportable Event”: any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under PBGC Reg. § 4043.

“Required Lenders”: at any time, the holders of more than 50% of (a) until the Closing Date, the Commitments then in effect and (b) thereafter, the sum of (i) the aggregate unpaid principal amount of the Term Loans then outstanding, (ii) the Total Revolving Commitments then in effect or, if the Revolving Commitments have been terminated, the Total Revolving Extensions of Credit then outstanding and (iii) the Total Canadian Revolving Commitments then in effect or, if the Canadian Revolving Commitments have been terminated, the Total Canadian Revolving Extensions of Credit then outstanding.

“Requirement of Law”: as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Reset Date”: the second Canadian Business Day following each Calculation Date; provided that, in connection with any Calculation Date designated pursuant to clause (b) of the definition thereof, the applicable Reset Date shall be such Calculation Date.

“Responsible Officer”: the chief executive officer, president, chief financial officer or any vice president of the Borrower, but in any event, with respect to financial matters, the chief financial officer of the Borrower.

“Restricted Payments”: as defined in Section 7.6.

“Revolving Commitment”: as to any Revolving Lender, the obligation of such Lender, if any, to make Revolving Loans and participate in Swingline Loans and Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “Revolving Commitment” opposite such Lender’s name on Schedule 1.1A or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. As of the Second Amendment Effective Date, the amount of the Total Revolving Commitments is $49,000,000.

“Revolving Commitment Period”: the period from and including the Closing Date to the Revolving Termination Date.

“Revolving Extensions of Credit”: as to any Revolving Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Loans held by such Lender then outstanding, (b) such Lender’s Revolving Percentage of the L/C Obligations then outstanding and (c) such Lender’s Revolving Percentage of the aggregate principal amount of Swingline Loans then outstanding.

“Revolving Lender”: each Lender (other than the Canadian Revolving Lender) that has a Revolving Commitment or that holds Revolving Loans.

“Revolving Loans”: as defined in Section 2.4(a).

“Revolving Percentage”: as to any Revolving Lender at any time, the percentage which such Lender’s Revolving Commitment then constitutes of the Total Revolving Commitments or, at any time after the Revolving Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Revolving Loans then outstanding constitutes of the aggregate principal amount of the Revolving Loans then outstanding, provided, that, in the event that the Revolving Loans are paid in full prior to the reduction to zero of the Total Revolving Extensions of Credit, the Revolving Percentages shall be determined in a manner designed to ensure that the other outstanding Revolving Extensions of Credit shall be held by the Revolving Lenders on a comparable basis; provided further that, in the case of Section 2.23 when a Defaulting Lender shall exist, any such Defaulting Lender’s Revolving Commitment shall be disregarded in such calculations.

“Revolving Termination Date”: June 1, 2015.

“S&P”: Standard & Poor’s Ratings Services.

“Sale-Leaseback”: as defined in Section 7.11.

“Schedule I Reference Banks”: means collectively Bank of Montreal, The Bank of Nova Scotia, Canadian Imperial Bank of Commerce, Royal Bank of Canada and The Toronto-Dominion Bank and such one or more other Canadian banks identified in Schedule I to the Bank Act (Canada) as may from time to time be designated by the Administrative Agent, in consultation with the Canadian Borrower.

“SEC”: the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.

“Second Amendment”: the Second Amendment to this Agreement, dated as of May 14, 2013.

“Second Amendment Effective Date”: as defined in the Second Amendment.

“Securities Act”: the Securities Act of 1933, as amended.

“Security Documents”: the collective reference to the Guarantee and Collateral Agreement, the Mortgages and all other security documents hereafter delivered to the Administrative Agent granting a Lien on any property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document.

“Sellers”: Wellspring Capital Partners III, L.P., a Delaware limited partnership and HBK Main Street Investments L.P., a Delaware limited partnership.

“Senior Note Indenture”: the Indenture entered into by Holdings, the Borrower and certain of its Subsidiaries in connection with the issuance of the Senior Notes, together with all instruments and other agreements entered into by Holdings, the Borrower or such Subsidiaries in connection therewith.

“Senior Notes”: the senior notes of the Borrower issued pursuant to the Senior Note Indenture.

“Significant Group Member”: (i) Holdings, (ii) the Borrower, (iii) the Canadian Borrower and (iv) any of their respective Subsidiaries accounting for more than 5% of the total assets or revenues of Holdings or the Borrower on a consolidated basis; provided that the aggregate assets and revenues of Subsidiaries that are not Significant Group Members shall not exceed 5% of the total assets or revenues of Holdings or the Borrower on a consolidated basis (and the Borrower will designate in writing to the Administrative Agent from time to time the Subsidiaries that will not be treated as Significant Group Members in order to comply with the foregoing limitation).

“Single Employer Plan”: any Plan (other than a Multiemployer Plan) that is subject to the provisions of Section 302 or Title IV of ERISA or Section 412 of the Code.

“Solvent”: when used with respect to any Person, means that, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature. For purposes of this definition, (i) “debt” means liability on a “claim”, and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

“Specified Cash Management Agreement”: any agreement providing for treasury, depositary or cash management services, including in connection with any automated clearing house transfers of funds or any similar transactions between the Borrower or any Guarantor and any Lender or Affiliate thereof.

“Specified Change of Control”: a “Change of Control” (or any other defined term having a similar purpose) as defined in the Senior Note Indenture.

“Specified Representations”: as defined in Section 5.2(a).

“Specified Swap Agreement”: any Swap Agreement entered into by the Borrower or any Guarantor and any Lender or Affiliate thereof in respect of interest rates.

“Sponsor”: the collective reference to Oak Hill Capital Partners III, L.P., Oak Hill Capital Management Partners III, L.P., Oak Hill Capital Management, LLC and OHCP GenPar III, L.P. or any of them.

“Standby Letter of Credit”: each irrevocable letter of credit pursuant to which an Issuing Bank agrees to make payments in dollars for the account of the Borrower or jointly and severally for the account of the Borrower and any of its Subsidiaries in respect of obligations of the Borrower or any of its Subsidiaries incurred pursuant to contracts made or performances undertaken or to be undertaken or like matters relating to contracts to which the Borrower or any of its Subsidiaries is or proposes to become a party in the ordinary course of the Borrower’s or any of its Subsidiaries’ business, including for insurance purposes and in connection with lease transactions.

“Subsidiary”: as to any Person, a corporation, partnership, limited liability company or other entity of which more than 50% of the total shares of stock or other ownership interests or more than 50% of ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, Controlled or held by such Person, or the management of which is otherwise Controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Subsidiary Guarantor”: each Subsidiary of the Borrower other than any Excluded Foreign Subsidiary.

“Swap”: any agreement, contract, or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Swap Agreement”: any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or any of its Subsidiaries shall be a “Swap Agreement”.

“Swap Obligation”: with respect to any Person, any obligation to pay or perform under any Swap.

“Swingline Commitment”: the obligation of the Swingline Lender to make Swingline Loans pursuant to Section 2.6 in an aggregate principal amount at any one time outstanding not to exceed $5,000,000.

“Swingline Exposure”: at any time, the sum of the aggregate undrawn amount of all outstanding Swingline Loans at such time. The Swingline Exposure of any Revolving Lender at any time shall be its Revolving Percentage of the total Swingline Exposure at such time.

“Swingline Lender”: JPMorgan Chase Bank, N.A., in its capacity as the lender of Swingline Loans.

“Swingline Loans”: as defined in Section 2.6.

“Swingline Participation Amount”: as defined in Section 2.7.

“Target”: Dave & Buster’s Holdings, Inc.

“Term Commitment”: as to any Lender, the obligation of such Lender, if any, to make a Term Loan to the Borrower and/or in the case of any Continuing Term Lender (as defined in the Second Amendment), continue its Existing Term Loans as Term Loans, in each case on the Second Amendment Effective Date, expressed as an amount representing the maximum principal amount of the Term Loans to be made, or Existing Term Loans to be continued, by such Lender hereunder. As of the Second Amendment Effective Date, the aggregate amount of the Term Commitments is $145,266,683.

“Term Lenders”: each Lender that holds a Term Commitment or that holds a Term Loan.

“Term Loan”: as defined in Section 2.1, but shall include any New Term Loan made or continued hereunder pursuant to the Second Amendment on the Second Amendment Effective Date.

“Term Loan Standstill Period”: as defined in Section 8.1(c).

“Term Percentage”: as to any Term Lender at any time, the percentage which such Lender’s Term Commitment then constitutes of the aggregate Term Commitments (or, at any time after the Closing Date, the percentage which the aggregate principal amount of such Lender’s Term Loans then outstanding constitutes of the aggregate principal amount of the Term Loans then outstanding.

“Total Canadian Revolving Commitments”: at any time, the aggregate amount of the Canadian Revolving Commitments then in effect.

“Total Canadian Revolving Extensions of Credit”: at any time, the aggregate amount of the Canadian Revolving Extensions of Credit of the Canadian Revolving Lenders outstanding at such time.

“Total Revolving Commitments”: at any time, the aggregate amount of the Revolving Commitments then in effect.

“Total Revolving Extensions of Credit”: at any time, the aggregate amount of the Revolving Extensions of Credit of the Revolving Lenders outstanding at such time.

“Transactions”: the Acquisition, the Equity Contribution, the borrowing of the Loans on the Closing Date, the issuance of the Senior Notes, the repayment of existing Indebtedness of Target and its Subsidiaries on or prior to the Closing Date and the payment of fees and expenses in connection with the foregoing.

“Transferee”: any Assignee or Participant.

“Type”: as to any Loan, its nature as an ABR Loan, a Eurodollar Loan, a Canadian Prime Rate Loan or a Canadian Cost of Funds Loan, as the case may be.

“Unit”: a particular restaurant and/or entertainment center at a particular location that is owned or operated by the Borrower or one of its Subsidiaries or that is operated by a franchisee of the Borrower or one of its Subsidiaries.

“United States”: the United States of America.

“USD Equivalent”: with respect to an amount of Canadian Dollars on any date, the amount of Dollars that may be purchased with such amount of Canad

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