FIRST AMENDMENT TO CREDIT
AGREEMENT
BY THIS FIRST AMENDMENT TO CREDIT DOCUMENTS
(this “ Amendment ”), dated as of December 31,
2008, P.F. CHANG’S CHINA BISTRO, INC., a Delaware corporation
(“Borrower”), and JPMORGAN CHASE BANK, N.A., a national
banking association, as Administrative Agent, BANK OF AMERICA,
N.A., a national banking association, as Syndication Agent, and
WELLS FARGO BANK, N.A., a national banking association, as
Documentation Agent and the Lenders party hereto, agree that the
Credit Agreement dated August 31, 2007 between Borrower,
Administrative Agent, Syndication Agent, Documentation Agent and
the Lenders party thereto (the “Credit Agreement”) is
supplemented, amended and modified as set forth herein. All terms
capitalized but not otherwise defined herein shall have the
meanings set forth in the Credit Agreement
1. Amendments to Section 2.06(b)
of the Credit Agreement . Borrower, Administrative Agent,
Syndication Agent, Documentation Agent and the Lenders party hereto
hereby agree that Section 2.06 (b) of the Credit
Agreement is amended by replacing the language “the LC
Exposure shall not exceed $50,000,000.00” with “the LC
Exposure shall not exceed $30,000,000.00”.
2. Ratification . The Credit
Documents are ratified and affirmed by Borrower and shall remain in
full force and effect as modified herein. Any property or rights to
or interests in property granted as security in the Credit
Documents shall remain as security for the Loan and the obligations
of Borrower in the Credit Documents, except as modified
herein.
3. Representations and Warranties .
Borrower represents and warrants to Administrative Agent,
Syndication Agent, Documentation Agent and the Lenders party hereto
that: (a) there is no event which is, or with notice or lapse
of time or both would be, a default under the Credit Agreement,
(b) the representations and warranties in the Credit Agreement
are true and correct as of the date of this Amendment as if made on
the date of this Amendment, (c) this Amendment does not
conflict with any law, agreement or obligation by which Borrower is
bound, and (d) this Amendment is within Borrower’s
power, has been duly authorized, and does not conflict with
Borrower’s certificate of incorporation or bylaws.
4. Successors and Assigns;
Counterparts . This Amendment shall be binding upon, and shall
inure to the benefit of, the parties hereto and their heirs,
personal representatives, successors and assigns. This Amendment
may be executed in counterparts.
5. Effect of Agreement . Except as
provided in this Amendment, and any documents, agreements and/or
instruments executed in connection with this Amendment, all of the
terms and conditions of the Credit Documents shall remain in full
force and effect.
6. FINAL AGREEMENT . BY SIGNING
THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS
DOCUMENT REPRESENTS THE FINAL AGREEMENT BETWEEN PARTIES WITH
RESPECT TO THE SUBJECT MATTER HEREOF, (B) THIS DOCUMENT
SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN
OUTLINE OF TERMS AND CONDITIONS RELATING TO T
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