<PAGE>
                                                                  EXHIBIT 10.1.2



                                 AMENDMENT NO. 2
                                       TO
                    REVOLVING CREDIT AND TERM LOAN AGREEMENT


         This AMENDMENT NO. 2 TO REVOLVING CREDIT AND TERM LOAN AGREEMENT dated
as of November 19, 2001 (this "Amendment"), by and among DAVE & BUSTER'S, INC.
("D & B"), the Subsidiaries of D&B (D&B collectively with such subsidiaries, the
"Borrowers"), FLEET NATIONAL BANK ("FNB"), the other lending institutions listed
on Schedule 1 to the Credit Agreement (together with FNB, the "Banks"), FNB as
administrative agent for the Banks (the "Agent") and Bank One, NA as
documentation agent (the "Documentation Agent"), amends certain provisions of
the Revolving Credit and Term Loan Agreement, dated as of June 30, 2000 among
the Borrowers, the Banks, the Agent and the Documentation Agent (as amended and
in effect from time to time, the "Credit Agreement"). Each capitalized term used
herein without definition shall have the meaning assigned to such term in the
Credit Agreement.

         WHEREAS, D&B has created a new subsidiary, D&B Leasing, Inc. (the "New
Subsidiary");

         WHEREAS, pursuant to Section 9.17 of the Credit Agreement, the New
Subsidiariy is required to become a Borrower under the Credit Agreement and
party to the Security Documents;

         WHEREAS, the Borrowers, the Banks and the Agent have agreed to amend
certain terms and conditions of the Credit Agreement as specifically set forth
in this Amendment;

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

         SECTION 1. JOINDER TO CREDIT AGREEMENT AND SECURITY DOCUMENTS. The New
Subsidiary hereby joins the Credit Agreement and each of the Security Documents
as a "Borrower" as defined therein as if it were an original signatory thereto,
and further covenants and agrees that by its execution hereof it shall be bound
by and shall comply with all the terms and conditions of the Credit Agreement
and each of the Security Documents applicable to it as a Borrower.

         SECTION 2. AMENDMENT TO SECTION 1 - DEFINITIONS. Section 1 of the
Credit Agreement is hereby amended as follows:

         (a) by deleting the table within the definition of the term "Applicable
Margin" and substituting the following table therefor:




<PAGE>

<Table>
<Caption>
                                          REVOLVING CREDIT LOANS       TERM LOAN A                 TERM LOAN B
                                         ------------------------  --------------------     -------------------------
                                                      EURO-DOLLAR
                                          BASE        RATE LOANS    BASE    EURO-DOLLAR                   EURO-DOLLAR
                                          RATE        AND LETTERS   RATE       RATE         BASE RATE        RATE
 LEVEL              LEVERAGE RATIO        LOANS        OF CREDIT    LOANS      LOANS          LOANS          LOANS
--------        ---------------------    -------     ------------  -------  -----------     ----------    -----------
<S>             <C>                      <C>         <C>           <C>      <C>             <C>           <C>
I                     < 1.25:1             0.75%        2.25%       0.75%       2.25%          1.75%          3.25%

II              > 1.25:1 and < 1.75:1      1.50%        3.00%       1.50%       3.00%          2.25%          3.75%
                -
III                   > 1.75:1             2.00%        3.50%       2.00%       3.50%          2.50%          4.00%
                      -
</Table>

         (b) by further amending the definition of the term "Applicable Margin"
by deleting the text of clause (a) in the second paragraph of such definition
and substituting the following therefor:

         (a) for the period commencing on November 19, 2001 through the end of
         the current Rate Adjustment Period, the Applicable Margin shall be that
         percentage corresponding to Level II in the table above.

         (c) by deleting the text of the definition of the term "Leverage Ratio"
in its entirety and substituting the following therefor:

         Leverage Ratio. As at the end of any fiscal quarter of the Borrowers,
         the ratio of (a) Consolidated Funded Indebtedness at such date (less,
         for purposes of calculating the Leverage Ratio as at the end of the
         fiscal quarter of the Borrower ending November 4, 2001, any
         Indebtedness to be repaid pursuant to Section 4.4.2.1 on November 19,
         2001 with Net Cash Proceeds from Permitted Sale-Leasebacks received
         prior to November 19, 2001) to (b) Consolidated EBITDA for the period
         of the four (4) consecutive fiscal quarters then ending minus with
         respect to any Unit which was the subject of a Permitted Sale-Leaseback
         during such period, the difference between (i) the amount of rental
         expense which would have been incurred in respect of such Unit if such
         Permitted Sale-Leaseback had occurred immediately prior to the
         beginning of such four-quarter period (assuming the monthly rental rate
         for such Unit throughout such four-quarter period equaled the monthly
         rental rate in effect at the end of such period and (ii) the amount of
         rental expense actually incurred in respect of such Unit during such
         four-quarter period and already deducted in calculating Consolidated
         EBITDA for such period.


                                       2
<PAGE>


         SECTION 3. AMENDMENT TO SECTION 2 - RESTRICTION ON REVOLVING CREDIT
USAGE. Section 2 of the Credit Agreement is hereby amended by inserting at the
end thereof the following new Section 2.10:

                  2.10. RESTRICTION ON REVOLVING CREDIT USAGE. Notwithstanding
         anything to the contrary set forth herein, in the event that the
         Borrowers have prepaid Revolving Credit Loans as required pursuant to
         Sections 3.2 and 4.4.2 with Net Cash Proceeds received in connection
         with Permitted Sale-Leasebacks, (a) on or prior to April 30, 2002, the
         Borrowers shall not be permitted to reborrow under this Section 2 more
         than $6,000,000 of the amount so repaid from such proceeds without the
         prior written consent of those Banks holding in aggregate at least
         fifty-one percent (51%) of the Total Revolving Credit Commitment as in
         effect at such time and (b) after April 30, 2002, the Borrowers shall
         not be permitted to reborrow under this Section 2 more than $4,000,000
         of the amount so repaid from such proceeds without the prior written
         consent of those Banks holding in aggregate at least fifty one percent
         (51%) of the Total Revolving Credit Commitment as in effect at such
         time.


         SECTION 4. AMENDMENT TO SECTION 3 - MANDATORY PREPAYMENT OF REVOLVING
CREDIT LOANS. Section 3.2 of the Credit Agreement is hereby amended by inserting
after the first sentence thereof the following new sentences:

         In addition to the mandatory prepayment required by the preceding
         sentence, the Borrowers shall also prepay the Revolving Credit Loans as
         required pursuant to Section 4.4.2. In the event that the Borrowers
         have prepaid Revolving Credit Loans as required pursuant to Section
         4.4.2 with Net Cash Proceeds received in connection with Permitted
         Sale-Leasebacks and thereafter have reborrowed under Section 2 more
         than $4,000,000 of the amount so repaid, then to the extent that the
         aggregate principal amount of the Revolving Credit Loans so reborrowed
         and still outstanding on April 30, 2002 exceeds $4,000,000, the
         Borrowers shall also repay on April 30, 2002 any Revolving Credit Loans
         in an aggregate principal amount equal to such excess. For purposes of
         calculating the outstanding principal amount of Revolving Credit Loans
         so reborrowed and outstanding on April 30, 2002, (i) any voluntary
         repayments of Revolving Credit Loans received by the Agent after such
         reborrowing shall be deemed to have been applied to repay such
         reborrowed Revolving Credit Loans and (ii) no mandatory prepayments
         required pursuant to Section 4.4.2 shall be deemed to have been applied
         to repay such reborrowed Revolving Credit Loans unless and until no
         other Revolving Credit Loans remain outstanding on April 30, 2002.


                                       3
<PAGE>

         SECTION 5. AMENDMENT OF SECTION 4.4.2.1 - MANDATORY PREPAYMENTS FROM
NET CASH PROCEEDS. Section 4.4.2.1 of the Credit Agreement is hereby amended as
follows:

         (a) by inserting after the word "then" at the beginning of the text
following the comma at the end of clause (f) the parenthetical phrase "(except
as provided otherwise in the next paragraph with respect to Existing Unit
Permitted Sale-Leasebacks completed on or prior to April 15, 2002 and the
Cleveland, Ohio New Unit Permitted Sale-Leaseback if completed on or prior to
April 15, 2002)";

         (b) by inserting after the reference to "Section 4.4.2.1" in the
sentence which begins "Any insurance proceeds, awards from taking or
condemnation of properties or Net Cash Proceeds from the disposition of a New
Unit Permitted Sale-Leaseback described in this Section 4.4.2.1 . . ." which
appears in the text following the comma at the end of clause (f) the
parenthetical phrase "(except Net Cash Proceeds from the disposition of the
Cleveland, Ohio New Unit Permitted Sale-Leaseback if and to the extent that such
Net Cash Proceeds are required to be applied as set forth in the next
paragraph)"; and

         (c) by inserting after the text following the comma at the end of
clause (f) the following new paragraph:

                  Notwithstanding anything to the contrary set forth above, if
         the Borrowers receive Net Cash Proceeds from any Existing Unit
         Permitted Sale-Leaseback completed on or prior to April 15, 2002 or
         from a New Unit Permitted Sale-Leaseback of the Cleveland, Ohio Unit if
         completed on or prior to April 15, 2002, the Borrowers shall, within
         three Business Days following such receipt (or if such receipt occurred
         prior to November 19, 2001, on or prior to November 26, 2001), apply:
         (x) with respect to the first $7,500,000 of such Net Cash Proceeds, (I)
         forty percent (40%) to prepay the Term Loans and (II) sixty percent
         (60%) to repay outstanding Revolving Credit Loans; (y) with respect to
         the next $17,500,000 of such Net Cash Proceeds, (I) eighty percent
         (80%) to prepay the Term Loans and (II) twenty percent (20%) to repay
         outstanding Revolving Credit Loans; and (z) with respect to any such
         Net Cash Proceeds in excess of $25,000,000, one hundred percent (100%)
         to prepay the Term Loans. No amount repaid with respect to a Term Loan
         may be reborrowed. The Revolving Credit Commitments shall not be
         reduced by the amounts required to be applied to prepay the Revolving
         Credit Loans pursuant to this paragraph; provided, however, that the
         Borrowers' right to reborrow the amount of the Revolving Credit Loans
         so repaid shall be restricted as set forth in Section 2.10.
         Notwithstanding anything to the contrary set forth in Section 4.4.2.3,
         the amount of the mandatory prepayments of the Term Loans required to
         be made pursuant to this paragraph shall be applied forty-five percent
         (45%) to repay the Term Loan A and fifty-five percent (55%) to repay
         Term Loan B



                                       4
<PAGE>

         subject to application pursuant to Section 4.4.2.4 if and to the extent
         that any Bank holding any portion of Term Loan B declines such
         prepayment. In the event that at the time of any repayment required
         pursuant to this paragraph, the aggregate principal amount of any
         outstanding Revolving Credit Loans is less than the amount which would
         otherwise be required to be applied to repay Revolving Credit Loans
         hereunder, such excess amount shall be applied to prepay the Term Loans
         as provided in this paragraph. All mandatory prepayments of Term Loan A
         or Term Loan B, as the case may be, shall be applied against the
         remaining scheduled installments of such Term Loan in the inverse order
         of their maturity. Any prepayment of any portion of the principal of
         either Term Loan or any Revolving Credit Loan shall include all
         interest accrued on such portion of such Term Loan or Revolving Credit
         Loan to the date of prepayment. The provisions of Section 6.9 shall
         apply to each prepayment pursuant to this paragraph. Within two
         Business Days after any Borrower receives any Net Cash Proceeds from
         any Existing Unit Permitted Sale-Leaseback completed on or prior to
         April 15, 2002 or from a New Unit Permitted Sale-Leaseback of the
         Cleveland, Ohio Unit if completed on or prior to April 15, 2002 (or if
         the receipt of such Net Cash Proceeds occurred prior to November 19,
         2001, then on or prior to November 26, 2001), the Borrowers shall
         deliver to the Agent written notice of such receipt, which notice shall
         specify the amount of such Net Cash Proceeds then received, the
         aggregate amount of such Net Cash Proceeds received to date (inclusive
         of the amount then received), the portion of such Net Cash Proceeds
         then received which is to be applied to prepay the Revolving Credit
         Loans, Term Loan A and Term Loan B in accordance with the terms hereof
         and the repayment amount to be received by each Bank in respect of such
         Bank's Revolving Credit Loans, such Bank's Term A Commitment Percentage
         of the Term Loan A and/or such Bank's Term B Commitment Percentage of
         the Term Loan B, as applicable.

         SECTION 6. AMENDMENT OF SECTION 4.4.2.3 - APPLICATION OF PREPAYMENTS.
Section 4.4.2.3 of the Credit Agreement is hereby amended by inserting the
phrase "Except as otherwise provided in the last paragraph of Section 4.4.2.1,"
at the beginning to the first sentence thereof and changing the first letter of
the word "All" immediately following such phrase to lower case.

         SECTION 7. AMENDMENT OF SECTION 6 - INTEREST AFTER DEFAULT. Section
6.10.1 and Section 6.10.2 of the Credit Agreement are hereby amended by deleting
the phrase "two percent (2%)" where it appears in each such section and
substituting therefor the phrase "three percent (3%)".

         SECTION 8. AMENDMENT OF SECTION 9 - INSPECTION OF PROPERTIES AND BOOKS,
ETC. Section 9 of the Credit Agreement is hereby amended by inserting the
following new Section 9.9.4 at the end thereof:


                                       5
<PAGE>

                  9.9.4 OUTSIDE CONSULTANT. In the event that the comparative
         sales report prepared by the Borrowers in a manner consistent with past
         practice for the fourth quarter of Fiscal Year 2002 (ending February 2,
         2002) indicates a decline of five percent (5%) or more in same Unit
         sales from the fourth quarter of Fiscal Year 2001, the Agent may, and
         upon the request of the Majority Banks shall, appoint an outside
         consultant to assist the Banks in analyzing the business and financial
         condition of the Borrowers and any proposals relating to this Credit
         Agreement, the Loans outstanding hereunder or the Borrowers' business.
         The Borrowers shall pay any fees, costs and expenses incurred by or
         payable to such consultant. Contemporaneously with the delivery to the
         Banks of the financial statements of the Borrowers required to be
         delivered pursuant to Section 9.4(b) for the fourth quarter of Fiscal
         Year 2002, the Borrower shall deliver to the Agent its comparative
         sales report for the fourth quarter of Fiscal Year 2002 prepared in a
         manner consistent with past practice and showing same Unit sales for
         the corresponding quarter of Fiscal Year 2001.

         SECTION 9. AMENDMENT OF SECTION 10.3 - LOANS TO EMPLOYEES. Section 10.3
of the Credit Agreement is hereby amended by deleting the text of Section
10.3(i) in its entirety and substituting in place thereof the following:

         (i) Investments consisting of loans and advances to employees in an
         aggregate amount not to exceed $500,000 at any time outstanding;
         provided that (x) other than loans or advances to employees for moving,
         entertainment, travel and other similar expenses incurred in the
         ordinary course of the Borrowers' business in an aggregate amount at
         any one time outstanding not to exceed $100,000, no new loans or
         advances shall be made to employees after November 19, 2001 until March
         31, 2002, and (y) other than loans and advances permitted pursuant to
         clause (x) above, new loans or advances may not be made to employees
         after March 31, 2002 unless prior to making any such loan or advance,
         the Borrowers deliver to the Agent a certificate signed by a financial
         officer of the Borrowers demonstrating that at the time of making such
         loan or advance the sum of the (i) the Borrowers' cash on hand plus
         (ii) the amount by which the Total Revolving Credit Commitment exceeds
         the sum of (A) the Outstanding amount of Revolving Credit Loans plus
         (B) the Maximum Drawing Amount, plus (C) all Unpaid Reimbursement
         Obligations exceeds $6,000,000 after giving effect to any Investments
         then contemplated to be made under Section 10.3(i) and any Revolving
         Credit Loans to be advanced to finance such Investment;

         SECTION 10. AMENDMENT OF SECTION 11 - LEVERAGE RATIO. Section 11.1 of
the Credit Agreement is hereby amended by deleting the text thereof in its
entirety and substituting the following therefor:



                                       6
<PAGE>

                  11.1 LEVERAGE RATIO. The Borrowers will not permit the
         Leverage Ratio, determined at the end of and for any period of four
         consecutive fiscal quarters of the Borrowers ending during any period
         described in the table below, to be greater than the ratio set forth
         opposite such period in the column labeled Unadjusted Ratio in such
         table; provided that for any period of four consecutive fiscal quarters
         of the Borrowers ending from and after the date on which the Borrowers
         receive Net Cash Proceeds in an aggregate amount in excess of
         $12,500,000 from Existing Unit Permitted Sale-Leasebacks and a New Unit
         Permitted Sale-Leaseback in respect to the Cleveland, Ohio Unit, the
         Borrowers will not permit the Leverage Ratio, determined at the end of
         and for such four quarter period to be greater than the ratio set forth
         below in the column labeled "Adjusted Ratio" opposite the period during
         which such four quarter period ends:

<Table>
<Caption>
            Period                        Unadjusted       Adjusted
    (inclusive of end dates)                 Ratio           Ratio
    -----------------------               ----------       --------
<S>                                       <C>              <C>
Fiscal Year 2002 (ending 2/3/02)             2.00:1          1.75:1

Fiscal Year 2003 (ending 2/2/03)             1.75:1          1.50:1

Fiscal Year 2004 and thereafter              1.50:1          1.50:1
</Table>



         SECTION 11. AMENDMENT OF SECTION 11.4 - CAPITAL EXPENDITURES AND NEW
LEASES. Section 11.4 of the Credit Agreement is hereby amended by deleting the
text thereof in its entirety and substituting in place thereof the following:

                  11.4. NEW UNIT CAPITAL EXPENDITURES; NEW LEASES. The Borrowers
         will not, nor will they permit any of their Subsidiaries or Affiliates
         to (a) make aggregate New Unit Capital Expenditures in excess of
         $15,000,000 during any fiscal year, (b) permit more than one new Unit
         to open or become operational in the Fiscal Year 2003 of the Borrower,
         (c) permit any new Unit to open or become operational in any twelve
         (12) month period ending thereafter, without the prior written
         unanimous consent of the Banks, (d) make aggregate New Unit Capital
         Expenditures in excess of $12,500,000 in connection with any single
         Unit during such Unit's first full year of operation, (e) with respect
         to any single Unit opening in a particular fiscal year, expend more
         than the Per-Unit Start-Up Cost Cap in Consolidated Start-Up Costs in
         connection with such Unit, (f) commit to the construction, acquisition
         or opening of new Units at any time that the Leverage Ratio at the end
         of the most recently ended fiscal quarter for which the Borrowers' have
         delivered the Compliance Certificate exceeds the Incurrence Ratio, or
         (g) sign any new real property leases without the prior written
         unanimous consent of the Banks.



                                       7
<PAGE>

         SECTION 12. AMENDMENT OF SECTION 11 - MINIMUM EBITDA REQUIREMENT.
Section 11 of the Credit Agreement shall be amended by inserting the following
new Section 11.5 at the end thereof:

                  11.5. MINIMUM CONSOLIDATED EBITDA. The Borrowers will not
         permit the sum of (i) Consolidated EBITDA for each fiscal quarter of
         the Borrowers specified in the table below plus (ii) to the extent
         deducted from Consolidated EBITDA of the Borrowers for such fiscal
         quarter, any rental expense incurred by the Borrowers in respect of
         each Unit which is the subject of a Permitted Sale-Leaseback
         transaction occurring after October 1, 2001 to be less than the minimum
         amount set forth opposite such fiscal quarter in the table below:


<Table>
<Caption>
                                                  MINIMUM
                                               CONSOLIDATED
     FISCAL QUARTER                               EBITDA
     --------------                            ------------
<S>                                            <C>
Q4  -FY 2002 (ending 2/3/02)                    $15,750,000

Q1 - FY 2003                                    $14,250,000

Q2 - FY 2003                                    $11,500,000

Q3 - FY 2003                                    $ 9,500,000

Q4 - FY 2003 (ending 2/2/03)                    $16,000,000
</Table>


         SECTION 13. AMENDMENT TO SCHEDULE 8.18. Schedule 8.18 to the Credit
Agreement is hereby amended by deleting such Schedule 8.18 in its entirety and
substituting in place thereof the Schedule 8.18 attached to this Amendment and
made a part hereof.

         SECTION 14. AFFIRMATION AND ACKNOWLEDGMENT. Each Borrower hereby
ratifies and confirms all of its Obligations to the Banks and the Agent,
including, without limitation, the Loans, and the Borrowers hereby affirm their
joint and several absolute and unconditional promise to pay to the Banks the
Loans, the Reimbursement Obligations, and all other amounts due under the Credit
Agreement as amended hereby. Each Borrower hereby confirms that the Obligations
are and remain secured pursuant to the


                                       8
<PAGE>

Security Documents and pursuant to all other instruments and documents executed
and delivered by each Borrower as security for the Obligations.

         SECTION 15. REPRESENTATIONS AND WARRANTIES. Each Borrower hereby
represents and warrants to the Banks and the Agent as follows:

         (a) The execution and delivery by each Borrower of this Amendment and
the performance by each Borrower of its obligations and agreements under this
Amendment and the Credit Agreement as amended hereby are within the corporate
authority of such Borrower, have been duly authorized by all necessary corporate
proceedings on behalf of such Borrower, and do not and will not contravene any
provision of law, statute, rule or regulation to which such Borrower is subject
or any of such Borrower's charter, other incorporation papers, by-laws or any
stock provision or any amendment thereof or of any agreement or other instrument
binding upon such Borrower.

        (b) Each of this Amendment and the Credit Agreement as amended hereby
constitutes the legal, valid and binding joint and several obligation of each
Borrower, enforceable in accordance with its respective terms, except as limited
by bankruptcy, insolvency, reorganization, moratorium or other laws relating to
or affecting generally the enforcement of creditors' rights.

         (c) No approval or consent of, or filing with, any governmental agency
or authority is required to make valid and legally binding the execution,
delivery or performance by each Borrower of this Amendment and the Credit
Agreement as amended hereby.

         (d) The representations and warranties contained in Section 8 of the
Credit Agreement are true and correct at and as of the date made and as of the
date hereof, except to the extent of changes resulting from transactions
contemplated or permitted by the Credit Agreement and the other Loan Documents
and changes occurring in the ordinary course of business that singly or in the
aggregate are not materially adverse, and to the extent that such
representations and warranties relate expressly to an earlier date.

         (e) Each Borrower has performed and complied in all material respects
with all terms and conditions herein required to be performed or complied with
by it prior to or at the time hereof, and as of the date hereof, after giving
effect to the provisions hereof, there exists no Event of Default or Default.

         SECTION 16 EFFECTIVENESS. This Amendment shall become effective on
November 19, 2001 upon the satisfaction of the following conditions precedent:

                  SECTION 16.1. MAJORITY BANK APPROVAL. Each section of this
         Amendment other than the sections specified in Section 16.2 shall
         become effective upon the written consent of the Borrowers and the
         written consent of the Majority Banks.


                                       9
<PAGE>

                  SECTION 16.2. UNANIMOUS BANK APPROVAL. Sections 4, 5 and 6
         hereof shall become effective upon the written consent of the Borrowers
         and the written consent of each of the Banks.

                  SECTION 16.3. JOINDER DOCUMENTS. The New Subsidiary shall duly
         execute and deliver to the Agent allonges to each of the Revolving
         Credit Notes and the Term Notes, an Agency Account Agreement, and
         certificates of insurance, in form and substance reasonably
         satisfactory to the Agent. D&B shall deliver to the Agent to be held
         under the Stock Pledge Agreement as security for the Obligations, stock
         certificates representing all of the issued and outstanding capital
         stock of the New Subsidiary, together with stock powers duly executed
         in blank in form and substance reasonably satisfactory to the Agent for
         the New Subsidiary.

                  SECTION 16.4. AMENDMENT FEES. The Borrowers shall have paid to
         the Agent, for the account of each Bank, an amendment fee in an amount
         equal to one fifteenth of one percent (0.15%) of the sum of each such
         Bank's Revolving Credit Commitment on November 1, 2001 plus the
         aggregate principal amount of such Bank's Term Loans outstanding on
         November 1, 2001.

                  SECTION 16.5. CORPORATE ACTION. All corporate action necessary
         for the valid execution, delivery and performance by the New Subsidiary
         of this Amendment and each of the other related documents to which it
         is or is to become a party, shall have been duly and effectively taken,
         and evidence thereof reasonably satisfactory to the Agent shall have
         been provided to the Agent.

                  SECTION 16.6. CERTIFIED COPIES OF CHARTER DOCUMENTS; GOOD
         STANDING. The Agent shall have received from the New Subsidiary (i) a
         certified copy of its charter documents and by-laws and (ii) a good
         standing certificate for the New Subsidiary issued by the secretary of
         state of the jurisdiction under the laws of which such New Subsidiary
         is incorporated.

                  SECTION 16.7. INCUMBENCY CERTIFICATE. The Agent shall have
         received from the New Subsidiary an incumbency certificate, dated as of
         the date of this Amendment, signed by a duly authorized officer of the
         New Subsidiary, and giving the name and bearing a specimen signature of
         each individual who shall be authorized: (i) to sign, in the name and
         on behalf of the New Subsidiary, this Amendment; (ii) to make Revolving
         Credit Loan Requests and Conversion Requests and to apply for Letters
         of Credit; and (iii) to give notices and to take other action on its
         behalf under the Loan Documents.

                  SECTION 16.8. VALIDITY OF LIENS. The Security Documents shall
         be effective to create in favor of the Agent for the benefit of the
         Banks and the Agent a legal, valid and enforceable first (except for
         Permitted



                                       10
<PAGE>

         Liens entitled to priority under applicable law) security interest in
         and lien upon the Collateral. All filings, recordings, deliveries of
         instruments and other actions necessary or desirable in the opinion of
         the Agent to protect and preserve such security interests shall have
         been duly effected. The Agent shall have received evidence thereof in
         form and substance satisfactory to the Agent.

                  SECTION 16.9. PERFECTION CERTIFICATES AND UCC SEARCH RESULTS.
         The Agent shall have received from the New Subsidiary a completed and
         fully executed Perfection Certificate.

                  SECTION 16.10. LEGAL OPINIONS. The Agent shall have received
         or made arrangements for the receipt within thirty days following the
         execution and delivery of this Amendment of a legal opinion from legal
         counsel to the New Subsidiary, which legal opinion shall be in form and
         substance satisfactory to the Agent. In the event that the Agent does
         not receive such legal opinion contemporaneously with the execution and
         delivery of this Amendment, the failure of the Agent to receive such a
         legal opinion within thirty days thereafter shall be considered an
         Event of Default under the Credit Agreement.

                  SECTION 16.11. NO MATERIAL ADVERSE CHANGE. The Majority Banks
         shall be satisfied that there shall have occurred no material adverse
         change in the business, operations, assets, management, properties,
         financial condition, income or prospects of the Borrowers and their
         Subsidiaries taken as a whole since February 4, 2001.

                  SECTION 16.12.  REPRESENTATIONS TRUE; NO EVENT OF DEFAULT.

                  Each of the representations and warranties of any of the
         Borrowers and their Subsidiaries contained in this Amendment, the
         Credit Agreement, the other Loan Documents or in any document or
         instrument delivered pursuant to or in connection with this Amendment
         or the Credit Agreement shall be true as of the date as of which they
         were made (except to the extent of changes resulting from transactions
         contemplated or permitted by this Amendment or the Credit Agreement and
         the other Loan Documents and changes occurring in the ordinary course
         of business that singly or in the aggregate are not materially adverse,
         and to the extent that such representations and warranties relate
         expressly to an earlier date) and no Default or Event of Default shall
         have occurred and be continuing.

                  SECTION 16.13. PROCEEDINGS AND DOCUMENTS. All proceedings in
         connection with the transactions contemplated by this Amendment and all
         other documents incident hereto shall be reasonably satisfactory in
         substance and in form to the Agent.

                  SECTION 17. MISCELLANEOUS PROVISIONS.


                                       11
<PAGE>

         (a) Except as otherwise expressly provided by this Amendment, all of
the terms, conditions and provisions of the Credit Agreement shall remain the
same. It is declared and agreed by each of the parties hereto that the Credit
Agreement, as amended hereby, shall continue in full force and effect, and that
this Amendment and the Credit Agreement shall be read and construed as one
instrument.

         (b) This Amendment is intended to take effect as an agreement under
seal and shall be construed according to and governed by the laws of the
Commonwealth of Massachusetts.

         (c) This Amendment may be executed in any number of counterparts, but
all such counterparts shall together constitute but one instrument. In making
proof of this Amendment, it shall not be necessary to produce or account for
more than one counterpart signed by each party hereto by and against which
enforcement hereof is sought.

         (d) Each Borrower hereby agrees to pay to the Agent, on demand by the
Agent, all reasonable out-of-pocket costs and expenses incurred or sustained by
the Agent in connection with the preparation of this Amendment (including legal
fees).



                                       12
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
a document under seal as of the date first above written.



                                          DAVE & BUSTERS, INC.



                                          By:  /s/ Charles Michel
                                             ----------------------------------
                                             Name:  Charles Michel
                                             Title: CFO

                                          DAVE & BUSTER'S I, L.P.

                                          By: DAVE & BUSTER'S, INC.,
                                              as general partner



                                          By:  /s/ Charles Michel
                                             ----------------------------------
                                             Name:  Charles Michel
                                             Title: Treasurer


                                          DAVE & BUSTER'S OF ILLINOIS, INC.



                                          By:  /s/ Charles Michel
                                             ----------------------------------
                                             Name:  Charles Michel
                                             Title: Treasurer

                                          DAVE & BUSTER'S OF GEORGIA, INC.



                                          By:  /s/ Charles Michel
                                             ----------------------------------
                                             Name:   Charles Michel
                                             Title:  Treasurer

                                          DAVE & BUSTER'S OF PENNSYLVANIA, INC.



                                          By:  /s/ Charles Michel
                                             ----------------------------------
                                             Name:  Charles Michel
                                             Title: Treasurer



                                       13
<PAGE>

                                          DANB TEXAS, INC.



                                          By:  /s/ Charles Michel
                                             ----------------------------------
                                             Name:  Charles Michel
                                             Title: Treasurer

                                          DAVE & BUSTER'S OF MARYLAND, INC.



                                          By:  /s/ Charles Michel
                                             ----------------------------------
                                             Name:  Charles Michel
                                             Title: Treasurer

                                          DAVE & BUSTER'S OF CALIFORNIA, INC.



                                          By:  /s/ Charles Michel
                                             ----------------------------------
                                             Name:  Charles Michel
                                             Title: Treasurer

                                          DAVE & BUSTER'S OF COLORADO, INC.



                                          By:  /s/ Charles Michel
                                             ----------------------------------
                                             Name:  Charles Michel
                                             Title: Treasurer

                                          DAVE & BUSTER'S OF NEW YORK, INC.



                                          By:  /s/ Charles Michel
                                             ----------------------------------
                                             Name:  Charles Michel
                                             Title: Treasurer

                                          DAVE & BUSTER'S OF FLORIDA, INC.



                                          By:  /s/ Charles Michel
                                             ----------------------------------
                                             Name:  Charles Michel
                                             Title: Treasurer


                                       14
<PAGE>

                                          DAVE & BUSTER'S OF PITTSBURGH, INC.



                                          By:  /s/ Charles Michel
                                             ----------------------------------
                                             Name:  Charles Michel
                                             Title: Treasurer

                                          DAVE & BUSTER'S OF HAWAII, INC.



                                          By:  /s/ Charles Michel
                                             ----------------------------------
                                             Name:  Charles Michel
                                             Title: Treasurer

                                          D&B REALTY HOLDING, INC.



                                          By:  /s/ Charles Michel
                                             ----------------------------------
                                             Name:  Charles Michel
                                             Title: Treasurer

                                          D&B LEASING, INC.



                                          By:  /s/ Charles Michel
                                             ----------------------------------
                                             Name:  Charles Michel
                                             Title: Treasurer

                                       15
<PAGE>



                                          FLEET NATIONAL BANK, individually and
                                          as Agent



                                          By:    /s/ J. Nicholas Cole
                                             ----------------------------------
                                             Name:  J. Nicholas Cole
                                             Title: Managing Director





                                       16
<PAGE>




                                          BANK OF AMERICA, N.A.



                                          By:  /s/ Santiago Marchant
                                             ----------------------------------
                                             Name:  Santiago Marchant
                                             Title:    Senior Vice President



                                       17
<PAGE>



                                          BANK ONE, NA
                                          (MAIN OFFICE, CHICAGO, ILLINOIS)



                                          By:  /s/ Wyatt Dickson
                                             ----------------------------------
                                             Name:  Wyatt Dickson
                                             Title: Vice President




                                       18
<PAGE>


                                          GUARANTY BANK



                                          By:  /s/  Robert S. Hays
                                             ----------------------------------
                                             Name:  Robert S. Hays
                                             Title: Senior Vice President



                                       19
<PAGE>


                                          TRANSAMERICA EQUIPMENT FINANCIAL
                                          SERVICES CORPORATION



                                          By:  /s/ R.E. Linn
                                             ----------------------------------
                                             Name:  R.E. Linn
                                             Title: VP Region Credit Mgr


                                       20
<PAGE>


                                          THE FROST NATIONAL BANK



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




                                       21
<PAGE>


                                    HELLER FINANCIAL LEASING, INC.



                                    By:   /s/ Suzanne Stafford for Ron E. Lis
                                       ----------------------------------------
                                       Name:  Robert E. Lis
                                       Title: Vice President, Portfolio Manager



                                       22
<PAGE>


                                          ORIX FINANCIAL SERVICES, INC.



                                          By:   /s/ Terry Standifer
                                             ----------------------------------
                                             Name:  R. Terry Standifer
                                             Title: Vice President




                                       23