EX-4.2



 Exhibit 4.2 

Execution Copy 
 REGISTRATION
RIGHTS AGREEMENT 
 Dated February 19, 2014 

among 
 CEC ENTERTAINMENT, INC.

 THE SUBSIDIARY GUARANTORS NAMED HEREIN 

and 
 CREDIT SUISSE SECURITIES
(USA) LLC 
 DEUTSCHE BANK SECURITIES INC. 







 REGISTRATION RIGHTS AGREEMENT 

THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of February 19, 2014 (the “Agreement”), among CEC
Entertainment, Inc., a Kansas Corporation (the “Company”), and the guarantors as set forth on Annex I hereto (the “Subsidiary Guarantors” and, together with the Company, the “Issuers”) and Credit
Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., acting as representatives (in such capacity, the “Representatives”) of the several purchasers (the “Initial Purchasers”) named in Schedule A to that
Purchase Agreement, dated as of February 14, 2014 (the “Purchase Agreement”), by and among the Issuers and the Representatives. 

This Agreement is entered into in connection with the Purchase Agreement which provides for the sale by the Company to the Initial Purchasers
of $255,000,000 aggregate principal amount of the Company’s 8.00% Senior Notes due 2022 (the “Notes”). The Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis by
the Subsidiary Guarantors. The Notes and the Guarantees together are herein referred to as the “Securities.” In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers have agreed to provide the
registration rights set forth in this Agreement for the benefit of the Initial Purchasers and their direct and indirect transferees and assigns. The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligations
to purchase the Securities under the Purchase Agreement. 
 In consideration of the foregoing, the parties hereto agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of the Securities: 
 1. Definitions. 

As used in this Agreement, the following capitalized defined terms shall have the following meanings: “1933
Act” shall mean the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time. 

“1934 Act” shall mean the Securities Exchange Act of 1934, as amended, or any successor federal statute, and
the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time. 

“Additional Interest” shall have the meaning set forth in Section 2(e) hereof. 

“Affiliate” shall mean with respect to any specified Person, any other Person directly or indirectly
controlling or controlled by, or under direct or indirect common control with, such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled
by,” and “under common control with”) as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the
ownership of voting securities or otherwise. 







 “Agreement” shall have the meaning set forth in the preamble.

 “Closing Date” shall have the meaning ascribed thereto in the Purchase Agreement. 

“Company” shall have the meaning set forth in the preamble and shall also include the Company’s
successors and assigns. 
 “Effectiveness Date” shall mean the date of effectiveness of any Registration
Statement. 
 “Effectiveness Target Date” means (i) with respect to an Exchange Offer Registration
Statement or the Shelf Registration Statement required to be filed pursuant to Section 2(b)(i), the 365th day after the Closing Date and (ii) with respect to the Shelf Registration Statement required to be filed pursuant to Sections
2(b)(ii), (iii) or (iv), as promptly as possible after the 365th day after the Closing Date (or, in the case of 2(b)(iii) or (iv), the 60th day after the delivery of notice, if later than such 365th day after the Closing Date). 

“Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof. 

“Exchange Guarantees” shall mean the guarantees issued by the Subsidiary Guarantors under the Indenture
containing terms identical to the Guarantees (except that the Exchange Guarantees will not contain restrictions on transfer) and to be offered to Holders of Guarantees in exchange for Guarantees pursuant to the Exchange Offer. 

“Exchange Offer” or “Registered Exchange Offer” shall each mean the exchange offer by the
Issuers of Exchange Securities for Transfer Restricted Securities pursuant to Section 2(a) hereof. 
 “Exchange
Offer Registration” shall mean a registration under the 1933 Act effected pursuant to Section 2(a) hereof. 

“Exchange Offer Registration Statement” shall mean an exchange offer registration statement on Form S-4 (or,
if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. 

“Exchange Securities” shall mean the Exchange Notes and the Exchange Guarantees issued by the Company and the
Subsidiary Guarantors, respectively, under the Indenture containing terms identical to the Securities (except that the Exchange Securities will not contain restrictions on transfer) and to be offered to Holders of Securities in exchange for
Securities pursuant to the Exchange Offer. 

  
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 “Holder” shall mean a holder of Transfer Restricted Securities,
for so long as such holder owns any Transfer Restricted Securities, and each of such holder’s successors, assigns and direct and indirect transferees who become registered owners of 

Transfer Restricted Securities under the Indenture or who become beneficial owners of Transfer Restricted Securities, so long as in the case of
beneficial owners, such owners have so notified the Company in writing; provided that for purposes of Sections 4 and 5 of this Agreement, the term “Holder” shall include Participating Broker-Dealers. 

“Indenture” shall mean the Indenture relating to the Securities dated the date hereof among the Company, the
guarantors named therein and Wilmington Trust, National Association, as trustee, pursuant to which the Securities are being issued, and as the same may be amended from time to time in accordance with the terms thereof. 

“Initial Purchasers” shall have the meaning set forth in the preamble. 

“Issuers” shall have the meaning set forth in the preamble. 

“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of outstanding
Transfer Restricted Securities; provided that whenever the consent or approval of Holders of a specified percentage of Transfer Restricted Securities is required hereunder, Transfer Restricted Securities held by the Issuers, or any of their
respective Affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; provided further that whenever the consent or approval of Majority Holders is
required hereunder in connection with an offering pursuant to a Shelf Registration, such consent shall only be required of Holders of a majority of the aggregate principal amount of outstanding Transfer Restricted Securities included in the
applicable Shelf Registration Statement. 
 “Participating Broker-Dealer” shall have the meaning set forth
in Section 4(a) hereof. 
 “Person” means any individual, corporation, partnership, limited liability
company, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 

“Prospectus” shall mean the prospectus included in a Registration Statement, including any preliminary
prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Transfer Restricted Securities covered by a Shelf
Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including all material incorporated by reference therein. 

“Purchase Agreement” shall have the meaning set forth in the preamble. 

“Registration Default” shall have the meaning set forth in Section 2(e) hereof. 

  
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 “Registration Expenses” shall mean any and all expenses incident
to performance of or compliance by the Issuers with this Agreement, including, without limitation: (i) all SEC, stock exchange or Financial Industry Regulatory Authority registration and filing fees, (ii) all fees and expenses incurred in
connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any underwriters or Holders in connection with blue sky qualification of any of the Exchange Securities or Transfer
Restricted Securities) (x) within the United States, (y) where the Holders are located, in the case of the Exchange Securities, or (z) as provided in Section 3(d) hereof, in the case of Transfer Restricted Securities to be sold
by a Holder pursuant to a Shelf Registration Statement, (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any amendments or
supplements thereto, any underwriting agreements, Securities sales agreements and other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to
the qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Issuers and, in the case of a Shelf Registration
Statement, the fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Majority Holders) and (viii) the fees and disbursements of the independent public accountants of the Issuers, including the expenses of
any special audits or “cold comfort” letters required by or incident to such performance and compliance, but excluding fees and expenses of counsel to the underwriters (other than fees and expenses set forth in clause (ii) above) or
the Holders and underwriting discounts and commissions and out-of-pocket expenses incurred by the Holders and transfer taxes, if any, relating to the sale or disposition of Transfer Restricted Securities by a Holder. 

“Registration Statement” shall mean any registration statement of the Issuers that covers any of the Exchange
Securities or Transfer Restricted Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference therein. 
 “SEC” shall mean the
Securities and Exchange Commission. 
 “Securities” shall have the meaning set forth in the preamble. 

“Shelf Effectiveness Registration Default” shall have the meaning set forth in Section 2(h) hereof. 

“Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof. 

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Issuers pursuant
to the provisions of Section 2(b) of this Agreement which covers all of the Transfer Restricted Securities (but no other securities unless approved by the Holders whose Transfer Restricted Securities are covered by such Shelf Registration
Statement) on an appropriate form under Rule 415 under the 1933 Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including
the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. 

  
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 “Subsidiary Guarantors” shall have the meaning set forth in the
preamble. 
 “TIA” shall have the meaning set forth in Section 3(l) hereof. 

“Transfer Restricted Securities” shall mean the Securities; provided, however, that the
Securities shall cease to be Transfer Restricted Securities (i) when, in the case of a Holder of such Securities who was entitled to participate in the Exchange Offer, an Exchange Offer Registration Statement with respect to such Securities
shall have been declared effective under the 1933 Act and either (a) such Securities shall have been exchanged pursuant to the Exchange Offer for Exchange Securities or (b) such Securities were not tendered by the Holder thereof in the
Exchange Offer, (ii) when a Shelf Registration Statement with respect to such Securities shall have been declared effective under the 1933 Act and such Securities shall have been disposed of pursuant to such Shelf Registration Statement,
(iii) when such Securities have been sold to the public pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the 1933 Act or (iv) when such Securities shall have ceased to be outstanding. 

“Trustee” shall mean the trustee with respect to the Securities under the Indenture. 

“Underwriters” shall have the meaning set forth in Section 3 hereof. 

“Underwritten Offering” shall mean a registration in which Transfer Restricted Securities are sold to an
Underwriter for reoffering to the public. 
 2. Registration Under the 1933 Act. 

(a) To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Issuers shall:
prepare and use commercially reasonable efforts to file an Exchange Offer Registration Statement covering the offer by the Issuers to the Holders to exchange all of the Transfer Restricted Securities for Exchange Securities and use their respective
commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective on or prior to the Effectiveness Target Date; have such Exchange Offer Registration Statement remain effective until the closing of the
Exchange Offer; commence the Exchange Offer as soon as practicable after the Effectiveness Date; and keep the Exchange Offer open for not less than 20 business days (or longer if required by applicable law) after the date notice of the Exchange
Offer is mailed or otherwise furnished to Holders pursuant to the next paragraph. 
 The Issuers shall commence the Exchange
Offer by mailing or otherwise furnishing the related exchange offer Prospectus and accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law: 

(i) that the Exchange Offer is being made pursuant to this Registration Rights Agreement and that all Transfer Restricted
Securities validly tendered will be accepted for exchange; 

  
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 (ii) the dates of acceptance for exchange (which shall be a period of at least 20
business days from the date such notice is mailed or otherwise furnished) (the “Exchange Dates”); 

(iii) that any Transfer Restricted Security not tendered by a Holder who was eligible to participate in the Exchange Offer
will remain outstanding and continue to accrue interest, but will not retain any rights under this Registration Rights Agreement; 

(iv) that Holders electing to have a Transfer Restricted Security exchanged pursuant to the Exchange Offer will be
required to surrender such Transfer Restricted Security, together with the enclosed letters of transmittal, to the institution and at the address specified in the notice prior to 5:00 p.m. New York City time on the last Exchange Date; and 

(v) that Holders will be entitled to withdraw their election, not later than 5:00 p.m. New York City time, on the last
Exchange Date, by sending to the institution and at the address specified in the notice a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Transfer Restricted Securities delivered for
exchange and a statement that such Holder is withdrawing such Holder’s election to have such Securities exchanged. 
 As soon as
practicable after the last Exchange Date, the Issuers shall: 
 (i) accept for exchange Transfer Restricted Securities
or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer; and 
 (ii) deliver, or
cause to be delivered, to the Trustee for cancellation all Transfer Restricted Securities or portions thereof so accepted for exchange by the Issuers and issue, and cause the Trustee to promptly authenticate and mail or otherwise deliver to each
Holder, an Exchange Security equal in principal amount to the principal amount of the Transfer Restricted Securities surrendered by such Holder; provided, that in the case of any Transfer Restricted Securities held in global form by a
depositary, authentication and delivery to such depositary of one or more Exchange Securities in global form in an equivalent principal amount thereto for the account of such Holders in accordance with the Indenture shall satisfy such authentication
and delivery requirement. 
 Interest on each Exchange Note issued pursuant to the Exchange Offer will accrue from the last
interest payment date on which interest was paid on the Note surrendered in exchange therefor or, if no interest has been paid on such Note, from the Closing Date. 

Each Holder (including, without limitation, each Participating Broker-Dealer who participates in the Exchange Offer will be
required to represent to the Issuers, in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Securities acquired in exchange for Transfer Restricted Securities tendered are being acquired in the
ordinary course of business of the Person receiving such Exchange Securities, whether or not such recipient is a Holder of Transfer Restricted Securities, (ii) 

  
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at the time of the commencement of the Exchange Offer, neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Securities from such Holder has an
arrangement or understanding with any Person to participate in the distribution (within the meaning of the 1933 Act) of the Exchange Securities in violation of the provisions of the 1933 Act, (iii) the Holder is not an Affiliate of any Issuer
or if it is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements of the 1933 Act to the extent applicable, (iv) if such Holder is not a Participating Broker-Dealer, that it has not engaged in, and
does not intend to engage in, the distribution of Exchange Securities, and (v) if such Holder is a Participating Broker-Dealer, such Holder acquired the Transfer Restricted Securities as a result of market-making activities or other trading
activities, that the Transfer Restricted Securities do not represent an unsold allotment from the original sale of the Transfer Restricted Securities and that it will comply with the applicable provisions of the 1933 Act with respect to resale of
any Exchange Securities. 
 The Issuers shall comply with the applicable requirements of the 1933 Act, the 1934 Act and other
applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer does not violate applicable law or any applicable interpretation of the
staff of the SEC, (ii) no action or proceeding shall have been instituted or threatened in any court or by any governmental agency with respect to the Exchange Offer and no material adverse development shall have occurred with respect to the
Issuers, (iii) all governmental approvals shall have been obtained, which approvals the Issuers deem necessary for the consummation of the Exchange Offer, (iv) the conditions precedent to the obligations of the Issuers under this Agreement
shall have been fulfilled and (v) such other conditions as shall be deemed necessary or appropriate by the Issuers in their reasonable judgment. 

(b) In the event that (i) the Issuers determine that the Exchange Offer Registration provided for in Section 2(a)
above is not available or may not be consummated as soon as practicable after the last Exchange Date because it would violate applicable law or the applicable interpretations of the Staff of the SEC, (ii) the Exchange Offer is not for any other
reason consummated by the 365th day after the Closing Date, (iii) an Initial Purchaser notifies the Issuers in writing on or before the 60th day after the consummation of the Exchange Offer that the Transfer Restricted Securities held by it
were not eligible to be exchanged for Exchange Securities under the Exchange Offer or (iv) if any Holder is not entitled to participate in the Exchange Offer (as a result of being prohibited by law, SEC policy or otherwise) or is not able to
resell the Exchange Securities acquired by such Holder in the Exchange Offer without delivering a prospectus in connection with such resale and so requests in writing on or prior to the 60th day after the consummation of the Exchange Offer, the
Issuers shall, in each case, cause to be filed as soon as practicable after such event and shall use their commercially reasonable efforts to have a Shelf Registration Statement declared effective by the SEC by the Effectiveness Target Date. 

  
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 In the event the Issuers are required to file a Shelf Registration Statement
solely as a result of the matters referred to in clauses (iii) or (iv) of the preceding sentence, the Issuers shall file and use their commercially reasonable efforts to have declared effective (unless it becomes effective automatically
upon filing) by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Transfer Restricted Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the
Exchange Offer Registration Statement) with respect to offers and sales of Transfer Restricted Securities held by such other Holders after completion of the Exchange Offer. 

The Issuers agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective
until the earliest of (i) the date that the Transfer Restricted Securities are permitted to be sold pursuant to Rule 144 (or any successor rule that permits the Transfer Restricted Securities to be eligible for resale without registration and
without being subject to volume restrictions or public information requirements, but not Rule 144A) without any limitations under clauses (c), (e) , (f) and (h) thereof, (ii) the date that is two years from the Closing Date and
(iii) the date on which all Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement. The Issuers further agree to supplement or amend the Shelf Registration
Statement if required by the rules, regulations or instructions applicable to the registration form used by the Issuers for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration
or if reasonably requested by a Holder with respect to information relating to such Holder, and to use their best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as thereafter
practicable. The Issuers agree to furnish to the Holders of Transfer Restricted Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. 

(c) The Issuers shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a) or
Section 2(b). Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the registration of such Holder’s Transfer Restricted Securities pursuant to the Exchange Offer Registration Statement
or the Shelf Registration Statement. 
 (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or
a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that, if, after it has been declared effective, the
offering of Transfer Restricted Securities pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement
will be deemed not to have become effective during the period of such interference until the offering of Transfer Restricted Securities pursuant to such Registration Statement may legally resume. 

  
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 (e) As provided for in the Indenture, in the case of the events set forth in
clauses (i), (ii) or (iii) below (each a “Registration Default”), the annual interest rate on the Securities will be increased (the “Additional Interest”): 

(i) if an Exchange Offer Registration Statement or a Shelf Registration Statement is not declared effective by the SEC on or
prior to the Effectiveness Target Date; 
 (ii) if the Issuers have failed to consummate the Exchange Offer within 30
business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or 
 (iii) if
an Exchange Offer Registration Statement or a Shelf Registration Statement has been declared effective and such Exchange Offer Registration Statement or Shelf Registration Statement ceases to be effective or useable at any time thereafter (unless
all Securities have been validly exchanged or disposed of thereunder). 
 Additional Interest shall accrue on the principal
amount of the Transfer Restricted Securities at a rate of 0.25% per annum for the first 90 days from and including the date on which any Registration Default occurs, and such Additional Interest rate shall increase by an additional
0.25% per annum at the beginning of each subsequent 90-day period (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Securities not registered under an Exchange Offer Registration Statement are
then covered by an effective Shelf Registration, no Additional Interest shall accrue on such Securities); provided, however, that the Additional Interest rate on the Securities may not exceed in the aggregate 1.0% per annum;
provided, further, however, that in no event shall the Issuers be obligated to pay Additional Interest under more than one of the Registration Defaults at any one time with respect to any Transfer Restricted Security;
provided, further, however, that in the case of Registration Defaults with respect to a Shelf Registration Statement under clauses (i) or (iii) above, it is expressly understood that Additional Interest should be
payable only with respect to the Transfer Restricted Securities so requested to be registered if pursuant to Sections 2(b)(iii) or (iv) hereof. 

Notwithstanding anything to the contrary, any Additional Interest payable under this Agreement shall cease to accrue on and
after the earlier of (i) the date on which all Registration Defaults have been cured and (i) the date that is two years from the Closing Date (which, for the avoidance of doubt, shall not, however, affect the Issuers’ obligations
hereunder to pay Additional Interest that has accrued to such date and that remains unpaid). 
 (f) Without limiting the
remedies available to the Holders, the Issuers acknowledge that any failure by the Issuers to comply with their obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Holders for which there
is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, any Holder may obtain such relief as may be required to specifically enforce the obligations of the
Issuers under Section 2(a) and Section 2(b) hereof. 

  
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 (g) No Holder of Transfer Restricted Securities may include any of its Transfer
Restricted Securities in any Shelf Registration unless and until such Holder furnishes to the Issuers, in writing within 30 days after receipt of a request therefor, the information with respect to such Holder specified in Items 507 and 508 (as
applicable) of Regulation S-K under the 1933 Act and any other applicable rules, regulations or policies of the SEC for use in connection with any Shelf Registration or Prospectus included therein, on a form to be provided by the Issuers. No Holder
of Transfer Restricted Securities shall be entitled to Additional Interest pursuant to Section 2(e) hereof unless and until such Holder shall have provided all such information. Each selling Holder agrees to furnish promptly to the Issuers
additional information to be disclosed so that the information previously furnished to the Issuers by such Holder does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading. 
 (h) Additional Interest shall not accrue with respect to an event listed in
Sections 2(e)(i) or (iii) hereof but only with respect to a Shelf Registration Statement (each, a “Shelf Effectiveness Registration Default”) if (i) such Shelf Effectiveness Registration Default under
Section 2(e)(iii) hereof occurs because of the filing of a post-effective amendment to a Shelf Registration Statement to incorporate annual audited financial information with respect to the Issuers where such post-effective amendment is not yet
effective and needs to be declared effective to permit Holders to use the related Prospectus, (ii) such Shelf Effectiveness Registration Default occurs in respect of a Shelf Registration because of the occurrence of other material events or
developments with respect to the Issuers that would need to be described in such Registration Statement or the related Prospectus, and the effectiveness of such Registration Statement is reasonably required to be suspended while such Registration
Statement and related Prospectus are amended or supplemented to reflect such events or developments, (iii) such Shelf Effectiveness Registration Default in respect of a Shelf Registration results from the suspension of the effectiveness of such
Registration Statement because of the existence of material events or developments with respect to the Issuers or any of their respective Affiliates, the disclosure of which the Issuers determine in good faith would have a material adverse effect on
the business, operations or prospects of the Issuers, or (iv) such Shelf Effectiveness Registration Default in respect of a Shelf Registration results from the suspension of the effectiveness of such Registration Statement because the Issuers
do not wish to disclose publicly a pending material business transaction that has not yet been publicly disclosed. 
 (i)
Additional Interest due on the Securities pursuant to Section 2(e) hereof will be payable in cash semiannually in arrears on the same interest payment dates as the Securities, commencing with the first interest payment date occurring after any
such Additional Interest commences to accrue. 
 (j) The Issuers shall notify the Trustee in writing within one business day
after each and every date on which (i) an event occurs in respect of which Additional Interest is required to be paid and (ii) an event occurs in respect of which Additional Interest ceases to be required to be paid. 

  
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 3. Registration Procedures. 

In connection with the obligations of the Issuers with respect to the Registration Statements pursuant to Section 2(a) and
Section 2(b) hereof, the Issuers shall: 
 (a) prepare and file with the SEC a Registration Statement on the
appropriate form under the 1933 Act, which form (x) shall be selected by the Issuers and (y) shall, in the case of a Shelf Registration, be available for the sale of the Transfer Restricted Securities by the selling Holders thereof and
(z) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith, and use its commercially reasonable efforts to cause such
Registration Statement to become effective and remain effective in accordance with Section 2 hereof; 
 (b) prepare
and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period and, except for such periods as to which Additional
Interest does not accrue pursuant to Section 2(h) hereof, cause each Prospectus to be supplemented by any prospectus supplement required by applicable law and, as so supplemented, to be filed pursuant to Rule 424 under the 1933 Act; to keep
each Prospectus current during the period described under Section 4(a)(3) and Rule 174 under the 1933 Act that is applicable to transactions by brokers or dealers with respect to the Transfer Restricted Securities or Exchange Securities. 

(c) in the case of a Shelf Registration, furnish to each Holder of Transfer Restricted Securities, to counsel for the Holders
and to each Underwriter of an Underwritten Offering of Transfer Restricted Securities, if any, without charge, as many copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto and such other documents
as such Holder or Underwriter may reasonably request, in order to facilitate the public sale or other disposition of the Transfer Restricted Securities; and the Issuers’ consent to the use of such Prospectus and any amendment or supplement
thereto in accordance with applicable law by each of the selling Holders of Transfer Restricted Securities and any such Underwriters in connection with the offering and sale of the Transfer Restricted Securities covered by and in the manner
described in such Prospectus or any amendment or supplement thereto in accordance with applicable law; 
 (d) use its
commercially reasonable efforts to register or qualify the Transfer Restricted Securities under all applicable state securities or “blue sky” laws of such jurisdictions as any Holder of Transfer Restricted Securities covered by a
Registration Statement shall reasonably request in writing by the time the applicable Registration Statement is declared effective by the SEC, to cooperate with such Holders in connection with any filings required to be made with the Financial
Industry Regulatory Authority and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in each such jurisdiction of such Transfer Restricted Securities owned by such
Holder; provided, however, that no Issuer shall be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this
Section 3(d), (ii) file any general consent to service of process or (iii) subject itself to taxation in any such jurisdiction if it is not so subject; 

  
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 (e) in the case of a Shelf Registration, notify each Holder of Transfer
Restricted Securities and counsel for the Holders promptly and, if requested by any such Holder or counsel, confirm such advice in writing (i) when a Registration Statement has become effective and when any post-effective amendment thereto has
been filed and becomes effective, (ii) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement and Prospectus or for additional information after the Registration Statement has
become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, of the issuance by the SEC or
any state securities authority of a notification of objection to the use of the form on which the Shelf Registration Statement has been filed, and of the happening of any event that causes the Company to become an “ineligible issuer,” as
defined in SEC Rule 405, (iv) if, between the effective date of a Registration Statement and the closing of any sale of Transfer Restricted Securities covered thereby, the representations and warranties of the Issuers contained in any
underwriting agreement, securities sales agreement or other similar agreement, if any, relating to the offering cease to be true and correct in all material respects or if the Issuers receive any notification with respect to the suspension of the
qualification of the Transfer Restricted Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (v) of the happening of any event during the period a Shelf Registration Statement is effective which makes
any statement made in such Registration Statement or the related Prospectus untrue in any material respect or which requires the making of any changes in such Registration Statement or Prospectus in order to make the statements therein not
misleading and (vi) of any determination by the Issuers that a post-effective amendment to a Registration Statement would be appropriate, except, in the case of clauses (iv), (v) and (vi), with respect to any event, development or
transaction permitted to be kept confidential without the accrual of Additional Interest under Section 2(h) hereof, the Issuers shall not be required to describe such event, development or transaction in the written notice provided; 

(f) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration
Statement at the earliest possible moment and provide immediate notice to each Holder of the withdrawal of any such order; 

(g) in the case of a Shelf Registration, furnish to each Holder of Transfer Restricted Securities, without charge, at
least one conformed copy of each Registration Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested). The Issuers shall not, without the prior consent of the
Initial Purchasers, make any offer relating to the Securities or the Exchange Securities that would constitute a “free-writing prospectus,” as defined in SEC Rule 405; 

  
 -12- 








 (h) in the case of a Shelf Registration, cooperate with the selling Holders
of Transfer Restricted Securities to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends and enable such Transfer Restricted Securities to be
in such denominations (consistent with the provisions of the Indenture) and registered in such names as the selling Holders may reasonably request at least one business day prior to the closing of any sale of Transfer Restricted Securities; 

(i) in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(e)(v) hereof, as
promptly as practicable prepare and file with the SEC a supplement or post-effective amendment to a Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as
thereafter delivered to the purchasers of the Transfer Restricted Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; the Company agrees to notify the Holders, and confirm such notice in writing, to suspend use of the Prospectus as promptly as practicable after the occurrence of such an event, and the
Holders hereby agree to suspend use of the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission and expressly agree to maintain the information contained in such notice confidential (except
that such information may be disclosed to its counsel) until it has been publicly disclosed by the Company; notwithstanding the foregoing, the Company shall not be required to amend or supplement a Registration Statement, any related Prospectus or
any document incorporated or deemed to be incorporated therein by reference if (i) an event occurs and is continuing as a result of which the Shelf Registration, any related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, would, in the Issuers’ good faith judgment, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading (with respect to such a
Prospectus only, in light of the circumstances under which they were made), and (ii) (a) the Company determines in its good faith judgment that the disclosure of such event at such time would have a material adverse effect on the business,
operations or prospects of the Issuers, or (b) the disclosure otherwise relates to a pending material business transaction that has not yet been publicly disclosed; 

(j) in the case of a Shelf Registration Statement, a reasonable time prior to the filing of any Registration Statement,
any Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or any document which is to be incorporated by reference into a Registration Statement or a Prospectus after initial filing of a Registration
Statement, provide copies of such document to, the Holders and their counsel and make such of the representatives of the Issuers as shall be reasonably requested by the Holders or their counsel available for discussion of such document, and shall
not at any time file or make any amendment to the Registration Statement, any Prospectus or any amendment of or supplement to a Registration Statement or a Prospectus or any document which is to be incorporated by reference into a Registration
Statement or a Prospectus, of which the Holders and their counsel shall not have previously been advised and furnished a copy or to which the Holders or their counsel shall reasonably object on a timely basis, except for any Registration Statement
or amendment thereto or related Prospectus or supplement thereto (a copy of which has been previously furnished as provided in the preceding sentence) which counsel to the Company has advised the Issuers in writing is required to be filed in order
to comply with applicable law; 

  
 -13- 








 (k) obtain a CUSIP number for all Exchange Securities or Transfer Restricted
Securities, as the case may be, not later than the effective date of a Registration Statement; 
 (l) cause the
Indenture to be qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), in connection with the registration of the Exchange Securities or Transfer Restricted Securities, as the case may be, cooperate with the
Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the TIA and execute, and use their commercially reasonable efforts to cause the Trustee to
execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner; 

(m) in the case of a Shelf Registration, make available for inspection upon written request by a representative of the
Holders of the Transfer Restricted Securities, any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, and attorneys and accountants designated by the Holders, at reasonable times and in a reasonable manner,
all pertinent financial and other records, pertinent documents and properties of the Issuers as shall be reasonably necessary to enable them to exercise any applicable due diligence responsibilities, and cause the respective officers, directors and
employees of the Issuers to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with their due diligence responsibilities under a Shelf Registration Statement provided,
that each such representative, Underwriter, attorney or accountant shall agree in writing that it will keep such information confidential and that it will not disclose any of the information that the Company determines, in good faith, to be
confidential and notifies them in writing are confidential unless (i) the disclosure of such information is necessary to avoid or correct a material misstatement or material omission in such Registration Statement or Prospectus, (ii) the
release of such information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, or (iii) the information in has been made generally available to the public other than by any of such persons or its
Affiliates; provided, however, that prior notice shall be provided as soon as practicable to the Company of the potential disclosure of any information by such person pursuant to clause (i) or (ii) of this sentence in order
to permit the Company to obtain a protective order (or waive the provisions of this paragraph (m)); 
 (n) if reasonably
requested by any Holder of Transfer Restricted Securities covered by a Registration Statement, (i) promptly incorporate in a Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder
reasonably requests to be included therein and (ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon as the Company has received notification of the matters to be incorporated in such filing; 


  
 -14- 








 (o) in the case of an Underwritten Offering pursuant to a Shelf Registration,
enter into such customary agreements and take all such other actions in connection therewith (including those requested by the Majority Holders) in order to expedite or facilitate the disposition of such Transfer Restricted Securities and in such
connection, (i) to the extent possible, make such representations and warranties to the Holders and any Underwriters of such Transfer Restricted Securities with respect to the business of the Issuers and their respective subsidiaries, the
Registration Statement, Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and
confirm the same in writing if and when requested, (ii) obtain opinions of counsel to the Issuers (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders and such Underwriters and their
respective counsel) addressed to each selling Holder and Underwriter of Transfer Restricted Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (iii) obtain “cold comfort” letters from
the independent certified public accountants of the Issuers (and, if necessary, any other certified public accountant of any subsidiary of the Company, or of any business acquired by any of the Issuers for which financial statements and financial
data are or are required to be included in the Registration Statement) addressed to each selling Holder and Underwriter of Transfer Restricted Securities, such letters to be in customary form and covering matters of the type customarily covered in
“cold comfort” letters in connection with underwritten offerings, (iv) if an underwriting agreement is entered into, include in such underwriting agreement indemnification provisions and procedures no less favorable to the selling
Holders and underwriters, if any, than those set forth in Section 5 hereof (or such other provisions and procedures acceptable to the Majority Holders and the underwriters (if any), and (v) deliver such documents and certificates as may be
reasonably requested by the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Issuers made pursuant to clause (i) above and to evidence
compliance with any customary conditions contained in an underwriting agreement; and 
 (p) in the case of a Shelf
Registration pursuant to Sections 2(b)(iii) or (iv), cause to be delivered a “cold comfort” letter with respect to the Prospectus in the form existing on the Effective Date of the Shelf Registration Statement and with respect to each
subsequent amendment or supplement, if any, effected during the period ending on the 180th day following the Effective Date of the Shelf Registration Statement (as such period may be extended pursuant to the penultimate paragraph of Section 3
of this Agreement). 
 In the case of a Shelf Registration Statement, the Company may require each Holder of Transfer
Restricted Securities to furnish to the Company such information regarding the Holder and the proposed distribution by such Holder of such Transfer Restricted Securities as the Company may from time to time reasonably request in writing. The Company
may exclude from such registration the Transfer Restricted Securities of any seller so long as such seller fails to furnish such information within a reasonable time after receiving such request. No Holder of Transfer Restricted Securities shall be
entitled to Additional Interest pursuant to Section 2(e) hereof unless and until 

  
 -15- 








 
such Holder shall have provided all such information. Each seller as to which any Shelf Registration is being effected agrees to furnish promptly to the Company all information required to be
disclosed in order to make the information previously furnished to the Company by such seller not materially misleading. 

In the case of a Shelf Registration Statement, each Holder agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3(e)(v) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to a Registration Statement until such Holder’s receipt of the copies of
the supplemented or amended Prospectus contemplated by Section 3(i) hereof, and, if so directed by the Company, such Holder will deliver to the Company (at its expense) all copies in its possession, other than permanent file copies then in such
Holder’s possession, of the Prospectus covering such Transfer Restricted Securities current at the time of receipt of such notice. If the Company shall give any such notice to suspend the disposition of Transfer Restricted Securities pursuant
to a Registration Statement, the Company shall extend the period during which the Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of
such notice to and including the date when the Holders shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions. 

The Holders of Transfer Restricted Securities covered by a Shelf Registration Statement who desire to do so may sell such
Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers (the “Underwriters”) that will administer the offering will be
selected by the Majority Holders. 
 4. Participation of Broker-Dealers in Exchange Offer. 

(a) The Staff of the SEC has taken the position that any broker-dealer that receives Exchange Securities for its own account in
the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”), may be deemed to be an “underwriter” within
the meaning of the 1933 Act and must deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities. 

The Issuers understand that it is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration
Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of
Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the 1933 Act in connection with resales of Exchange Securities for their own accounts, so long
as the Prospectus otherwise meets the requirements of the 1933 Act. 

  
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 (b) In light of the above, notwithstanding the other provisions of this
Agreement, the Issuers agree that the provisions of this Agreement as they relate to a Shelf Registration shall also apply to an Exchange Offer Registration to the extent, and with such reasonable modifications thereto as may be, reasonably
requested by one or more Participating Broker-Dealers (or other Holders, if any, with similar prospectus delivery obligations under the 1933 Act) as provided in clause (ii) below, in order to expedite or facilitate the disposition of any
Exchange Securities by such Participating Broker-Dealers (or other Holder with a similar prospectus delivery obligation) consistent with the positions of the Staff recited in Section 4(a) above; provided that: 

(i) the Issuers shall not be required to amend or supplement the Prospectus contained in the Exchange Offer Registration
Statement, as would otherwise be contemplated by Section 3(i), for a period exceeding 180 days after the Effectiveness Date of such Exchange Offer Registration Statement (as such period may be extended pursuant to the penultimate paragraph of
Section 3 of this Agreement) and Participating Broker-Dealers (or other Holders with a similar prospectus delivery obligation) shall not be authorized by the Issuers to deliver and shall not deliver such Prospectus after such period in
connection with the resales contemplated by this Section 4; and 
 (ii) the application of the Shelf Registration
procedures set forth in Section 3 of this Agreement to an Exchange Offer Registration, to the extent not required by the positions of the Staff of the SEC or the 1933 Act and the rules and regulations thereunder, will be in conformity with the
reasonable request in writing to the Issuers by one or more persons who certify to the Issuers in writing that they anticipate that they will be Participating Broker-Dealers or otherwise subject to a similar prospectus delivery obligation under the
1933 Act; and provided, further that, in connection with such application of the Shelf Registration procedures set forth in Section 3 to an Exchange Offer Registration, the Issuers shall be obligated (x) to deal only with one
entity representing such Participating Broker-Dealers and such other Holders subject to a prospectus delivery obligation, which shall be Credit Suisse Securities (USA) LLC unless it elects not to act as such representative and (y) to pay the
fees and expenses of only one counsel representing the Participating Broker-Dealers and such other Holders subject to a prospectus delivery obligation. 

5. Indemnification. 

(a) The Issuers agree, jointly and severally, to indemnify and hold harmless each Holder of the Securities, any Participating
Broker-Dealer and each person, if any, who controls such Holder or such Participating Broker-Dealer within the meaning of the 1933 Act or the 1934 Act (each Holder, any Participating Broker-Dealer and such controlling persons are referred to
collectively as the “Indemnified Parties”) from and against any losses, claims, damages or liabilities, joint or several, or any actions in respect thereof (including, but not limited to, any losses, claims, damages, liabilities or
actions relating to purchases and sales of the Securities) to which each Indemnified Party may become subject under the 1933 Act, the 1934 Act or otherwise, insofar as such losses, claims, 

  
 -17- 








 
damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any
amendment or supplement thereto or in any preliminary prospectus or “issuer free writing prospectus,” as defined in Commission Rule 433 (“Issuer FWP”) relating to a Shelf Registration, or arise out of, or are based upon,
the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect thereof; provided, however, that the Issuers shall not be liable in any such case to the extent that
such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in a Registration Statement or prospectus or in any amendment or supplement thereto or in any
preliminary prospectus or Issuer FWP relating to a Shelf Registration in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Issuers by or on behalf of such Holder specifically for inclusion
therein; provided further, however, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Party. The Issuers shall also indemnify underwriters, their officers
and directors and each person who controls such underwriters within the meaning of the 1933 Act or the 1934 Act to the same extent as provided above with respect to the indemnification of the Holders of the Securities if requested by such Holders.

 (b) Each Holder, severally and not jointly, will indemnify and hold harmless the Issuers and each person, if any, who
controls an Issuer within the meaning of the 1933 Act or the 1934 Act from and against any losses, claims, damages or liabilities or any actions in respect thereof, to which the Issuers or any such controlling person may become subject under the
1933 Act, the 1934 Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or
prospectus or in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP relating to a Shelf Registration, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to
make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information pertaining to such
Holder and furnished to the Issuers by or on behalf of such Holder specifically for inclusion therein; and, subject to the limitation set forth immediately preceding this clause, shall reimburse, as incurred, the Issuers for any legal or other
expenses reasonably incurred by the Issuers or any such controlling person in connection with investigating or defending any loss, claim, damage, liability or action in respect thereof. This indemnity agreement will be in addition to any liability
which such Holder may otherwise have to the Issuers or any of their respective controlling persons. 

  
 -18- 








 (c) Promptly after receipt by an indemnified party under this Section 5 of
notice of the commencement of any action or proceeding (including a governmental investigation), such indemnified party will, if a claim in respect thereof is to be made 

against the indemnifying party under this Section 5, notify the indemnifying party of the commencement thereof; but the omission so to
notify the indemnifying party will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. In case any such action is
brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the
indemnifying party to such indemnified party of its election so to assume the defense thereof the indemnifying party will not be liable to such indemnified party under this Section 5 for any legal or other expenses, other than reasonable costs
of investigation, subsequently incurred by such indemnified party in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened
action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all
liability on any claims that are the subject matter of such action, and does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. 

(d) If the indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an indemnified
party under subsections (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other from the
exchange of the Transfer Restricted Securities, pursuant to the Exchange Offer, or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuers on the one hand or such Holder or such other indemnified party, as the case may be, on the other, and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the
first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection
(d). Notwithstanding any other provision of this Section 5(d), the Holders of the Transfer Restricted Securities or Exchange Securities shall not be 

  
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required to contribute any amount in excess of the amount by which the net proceeds received by such Holders from the sale of the Transfer Restricted Securities or Exchange Securities pursuant to
a Registration Statement exceeds the amount of damages which such Holders have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this paragraph (d), each person, if any, who controls such
indemnified party within the meaning of the 1933 Act or the 1934 Act shall have the same rights to contribution as such indemnified party and each person, if any, who controls an Issuer within the meaning of the 1933 Act or the 1934 Act shall have
the same rights to contribution as the Issuers. 
 (e) The agreements contained in this Section 5 shall survive the sale
of the Transfer Restricted Securities or Exchange Securities pursuant to a Registration Statement and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of
any indemnified party. 
 6. Miscellaneous. 

(a) No Inconsistent Agreements. None of the Issuers has entered into, and on or after the date of this Agreement will
not enter into, any agreement which is inconsistent with the rights granted to the Holders of Transfer Restricted Securities in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in
any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s other issued and outstanding securities under any such agreements. 

(b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be
amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Issuers have obtained the written consent of Holders of at least a majority in aggregate principal amount of the
outstanding Transfer Restricted Securities affected by such amendment, modification, supplement, waiver or consent; provided, however, that no amendment, modification, supplement, waiver or consent to any departure from the provisions
of Section 5 hereof shall be effective as against any Holder of Transfer Restricted Securities unless consented to in writing by such Holder. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect
to a matter that relates exclusively to the rights of Holders of Transfer Restricted Securities whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect, impair, limit or compromise the
rights of other Holders of Transfer Restricted Securities may be given by Holders of at least a majority in aggregate principal amount of the Transfer Restricted Securities being sold pursuant to such Registration Statement. 

  
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 (c) Notices. All communications hereunder will be in writing and, if sent
to the Initial Purchasers will be mailed, delivered, telegraphed or sent by facsimile and confirmed c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, NY 10010-3629, Attention: LCD-IBD, or, if sent to the Issuers, will be
mailed, delivered, telegraphed or sent by facsimile and confirmed to them at CEC Entertainment Inc., 4441 W. Airport Freeway Irving, TX 75062, Attention: Tiffany B. Kice, with a copy (which shall not constitute notice hereunder) to Paul, Weiss,
Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, NY 10019, Attention: Gregory A. Ezring; provided, however, that any notice to the Initial Purchasers pursuant to Section 7 will be mailed, delivered,
telegraphed or sent by facsimile and confirmed to such Initial Purchaser. 
 (d) Successors and Assigns. This
Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that
nothing herein shall be deemed to permit any assignment, transfer or other disposition of Transfer Restricted Securities in violation of the terms of the Indenture. If any transferee of any Holder shall acquire Transfer Restricted Securities, in any
manner, whether by operation of law or otherwise, such Transfer Restricted Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Transfer Restricted Securities such Person shall be conclusively deemed
to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Trustee (in its capacity as Trustee under the Indenture or acting on behalf of the
Holders pursuant to this Agreement) shall have no liability or obligation to either (i) the Issuers with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this
Agreement or (ii) any Holder with respect to any failure by the Issuers to comply with, or any breach by the Issuers of, any of the obligations of the Issuers under this Agreement. 

(e) Entire Agreement. This Agreement contains the entire agreement among the parties hereto with respect to the subject
matter hereof and supersedes and replaces all other prior agreements, written or oral, among the parties hereto with respect to the subject matter hereof. 

(f) Third Party Beneficiary. The Holders shall be third party beneficiaries to the agreements made hereunder between the
Issuers, on the one hand, and the Trustee, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of Holders hereunder. 

(g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 

(h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof. 

  
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 (i) Governing Law. The internal laws of the State of New York shall govern
the enforceability and validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto without giving effect to conflicts of laws, rules or principles. 

(j) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in
any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. 

[Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above. 
  

					
	CEC ENTERTAINMENT INC.
			
		 	By:	 	 /s/ Tiffany B. Kice

		 		 	Name: Tiffany B. Kice
		 		 	Title:   Chief Financial Officer, Treasurer
	
	CEC ENTERTAINMENT HOLDINGS, LLC
	CEC ENTERTAINMENT CONCEPTS, L.P.
			
		 	By:	 	 /s/ Michael H. Magusiak

		 		 	Name: Michael H. Magusiak
		 		 	Title:   President
	
	SPT DISTRIBUTION COMPANY, INC.
			
		 	By:	 	 /s/ Tom Ward

		 		 	Name: Tom Ward
		 		 	Title:   Treasurer
	
	CHUCK E. CHEESE OF WALDORF, INC.
			
		 	By:	 	 /s/ Maribel Alamillo

		 		 	Name: Maribel Alamillo
		 		 	Title:   President
	
	BHC ACQUISITION CORPORATION
			
		 	By:	 	 /s/ Michael H. Magusiak

		 		 	Name: Michael H. Magusiak
		 		 	Title:   Treasurer
	
	HOSPITALITY DISTRIBUTION INCORPORATED
			
		 	By:	 	 /s/ Deborah Shannon

		 		 	Name: Deborah Shannon
		 		 	Title:   Treasurer
	
	SB HOSPITABILITY CORPORATION
			
		 	By:	 	 /s/ Deborah Shannon

		 		 	Name: Deborah Shannon
		 		 	Title:   President



  
 [Signature Page –
Registration Rights Agreement] 








 
			
	CREDIT SUISSE SECURITIES (USA) LLC
		
	By	 	/s/ Aaron Weisbrod
		 	Name: Aaron Weisbrod
		 	Title: Director
	
	 As Representative of the
 several
Initial Purchasers



 [Signature Page – Registration Rights Agreement] 







 
			
	DEUTSCHE BANK SECURITIES INC.
		
	By:	 	 /s/ Chris Dorsett

		 	Name: Chris Dorsett
		 	Title:   Director
		
	By:	 	 /s/ Christopher Blum

		 	Name: Christopher Blum
		 	Title:   Managing Director
	
	 As Representative of the
 several
Initial Purchasers



 [Signature Page – Registration Rights Agreement] 







 ANNEX I 

LIST OF SUBSIDIARY GUARANTORS 
  

			
	 Entity
	  	 Jurisdiction of Organization

		
	CEC ENTERTAINMENT HOLDINGS, LLC	  	Nevada
		
	CEC ENTERTAINMENT CONCEPTS, L.P.	  	Texas
		
	SPT DISTRIBUTION COMPANY, INC.	  	Texas
		
	CHUCK E. CHEESE OF WALDORF, INC.	  	Maryland
		
	BHC ACQUISITION CORPORATION	  	Texas
		
	HOSPITALITY DISTRIBUTION INCORPORATED	  	Texas
		
	SB HOSPITABILITY CORPORATION	  	Texas


  
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