EXHIBIT 10(a)



                      FOURTH AMENDMENT TO CREDIT AGREEMENT

     This FOURTH AMENDMENT TO CREDIT  AGREEMENT  ("Agreement") is made effective
as of the 10th day of August,  2004,  by and between BANK OF AMERICA,  N.A.,  as
Administrative  Agent ("Agent") and CEC  Entertainment  Concepts,  L.P., a Texas
limited   partnership   (formerly   known  as   SHOWBIZ   MERCHANDISING,   L.P.)
("Borrower"),  CEC  ENTERTAINMENT,  INC., CEC ENTERTAINMENT  HOLDINGS,  LLC, SPT
DISTRIBUTION  COMPANY,  INC., and TJH RESTAURANT GROUP, INC.  ("Guarantors") and
the following  lenders,  Bank of America,  N.A., Bank One, N.A., as a Lender and
Syndication   Agent,  US  Bank  National   Association,   as  a  Lender  and  as
Co-Documentation  Agent,  Fleet  National  Bank, as Lender and  Co-Documentation
Agent, The Frost National Bank, Bank Hapoalim B.M. (collectively, "Lenders").

                              W I T N E S S E T H :

     WHEREAS,  Borrower on December 3, 2002  entered  into that  certain  Credit
Agreement with Agent and Lenders governing a $100,000,000  revolving credit loan
from Lenders to Borrower,  as amended by that certain First  Amendment to Credit
Agreement  dated as of February  28,  2003,  as further  amended by that certain
Second  Amendment  to Credit  Agreement  dated as of July 16,  2003,  as further
amended by that certain Third  Amendment to Credit  Agreement dated as of August
27,  2003,  which  Third  Amendment  increased  the  revolving  credit  loan  to
$135,000,000 (the "Loan") (together, the "Credit Agreement");

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

     WHEREAS,  the parties  hereto desire to modify a financial  covenant in the
Credit Agreement;

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

     1.   Modifications to Credit Agreement.

     The Credit Agreement is hereby amended as follows:

          (a)  Section 7.11(a) of the Credit  Agreement is hereby amended in its
               entirety to read as follows:

               "(a) Consolidated Net Worth. Permit Consolidated Net Worth at any
               time to be less than the sum of (a)  $295,000,000,  (b) an amount
               equal to 25% of the  Consolidated  Net Income earned in each full

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               fiscal  quarter ending after June 27, 2004 (with no deduction for
               a net loss in any such fiscal quarter) and (c) an amount equal to
               100% of the aggregate  increases in  Shareholders'  Equity of CEC
               Entertainment and its Subsidiaries  after June 27, 2004 by reason
               of the  issuance  and  sale of  capital  stock  or  other  equity
               interests  of CEC  Entertainment  or any  Subsidiary  (other than
               issuances to the  Borrower or a  Guarantor),  including  upon any
               conversion  of debt  securities  of CEC  Entertainment  into such
               capital stock or other equity interests."

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

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

     (b)  payment of all modification fees assessed by any Lender; and

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

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

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

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

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

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

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

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

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

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

                            [Signature Pages Follow]


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

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

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

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

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

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

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

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

                                            BANK ONE, N.A.

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

                                            US BANK NATIONAL ASSOCIATION

                                            By:  /s/ Gregory L. Dryden
                                                 ----------------------------
                                                 Gregory L. Dryden
                                                 Vice President

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                                            FLEET NATIONAL BANK

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

                                            THE FROST NATIONAL BANK

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

                                            BANK HAPOALIM B.M.

                                            By:  ____________________________
                                                 Name:
                                                 Title:

                                            By:  ____________________________
                                                 Name:
                                                 Title:





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

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

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


                                            CEC ENTERTAINMENT, INC.,
                                            a Kansas corporation

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


                                            CEC ENTERTAINMENT HOLDINGS, LLC,
                                            a Nevada limited liability company

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


                                            TJH RESTAURANT GROUP, INC.,
                                            a Texas corporation

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