MODIFICATION AND WAIVER
NOTE PURCHASE AGREEMENT
This Modification and Waiver is entered into as of the 24th day of October, 1995, by and between ShowBiz
Pizza Time, Inc., a Kansas corporation (the "Company"), and Neue Bank AG ("Neue").
(1) The Company and Neue have entered into a Note Purchase Agreement, dated as of October 10, 1995 (the
"Note Purchase Agreement"), for the purchase of $2,500,000 of the Company's Floating Rate Series C Notes
(2) The Note Purchase Agreement contemplates the execution of Other Agreements, the purchase of other
Notes, and the simultaneous closing of the Other Agreements and purchase of such other Notes.
(3) The Company and Neue desire to close the transactions contemplated by the Note Purchase Agreement
regardless of whether any Other Purchaser executes the Other Agreements or purchases any Notes.
1. WAIVER. The Company and Neue each hereby waive any and all requirements, explicit or implicit, that (i)
the Other Agreements be executed, and (ii) the Other Purchasers purchase the Notes listed on Schedule A.
2. FULL PERFORMANCE. Except with respect to the Other Agreements and the Other Purchasers, the
Company and Neue each hereby agree to perform each covenant and requirement to be performed by such
party to the other party under the Note Purchase Agreement under the same terms and conditions as if the Other
Purchasers had executed the Other Agreements and purchased such other Notes, whether or not such Other
Purchasers execute the Other Agreements or purchase such other Notes.
3. SALE OF OTHER NOTES. Nothing in this Modification and Waiver or the Note Purchase Agreement shall
prevent or require the Company to sell any Notes to any person or entity other than Neue; provided, however,
that if the Company sells any other Notes, it will only sell such other Notes upon terms and conditions
substantially similar as those contained in the Note Purchase Agreement, except the initial LIBOR Rate may be