Exhibit
10.2





Cap/Floor Collar Transaction


The purpose of this letter
agreement is to confirm the terms and conditions of the Transaction entered
into between:


JPMORGAN CHASE BANK, N.A.

(“JPMorgan”)


and


THE CHEESECAKE FACTORY

(the “Counterparty”)


on the Trade Date and
identified by the JPMorgan Deal Number specified below (the “Transaction”).
This letter agreement constitutes a “Confirmation” as referred to in the Master
Agreement specified below, and supersedes any previous confirmation or other
writing with respect to the transaction described below.


The definitions and
provisions contained in the 2006 ISDA Definitions (the “Definitions”), as
published by the International Swaps and Derivatives Association, Inc. are
incorporated into this Confirmation. In the event of any inconsistency between
those definitions and provisions and this Confirmation, this Confirmation will
govern.


This
Confirmation supplements, forms part of, and is subject to, the ISDA Master
Agreement dated as of 28 March 2007, as amended and supplemented from time to
time (the “Agreement”), between JPMORGAN CHASE BANK, N.A. (“JPMorgan”) and THE
CHEESECAKE FACTORY (the “Counterparty”). All provisions contained in the
Agreement govern this Confirmation except as expressly modified below.











The terms of the particular Cap/Floor Collar
Transaction to which this Confirmation relates are as follows:


 


	
  A. TRANSACTION DETAILS

  	
   

  
	
   

  	
   

  
	
  JPMorgan Deal Number(s):

  	
  2000005098544, 2000005098545

  
	
   

  	
   

  
	
  Notional Amount:

  	
  USD 50,000,000.00

  
	
   

  	
   

  
	
  Trade Date:

  	
  03 October 2007

  
	
   

  	
   

  
	
  Effective Date:

  	
  03 October 2007

  
	
   

  	
   

  
	
  Termination Date:

  	
  03 April 2012 subject to
  adjustment in accordance with the Modified Following Business Day Convention.

  
	
   

  	
   

  
	
  Cap Transaction:

  	
   

  
	
   

  	
   

  
	
  Cap Rate:

  	
  5.35000 percent

  
	
   

  	
   

  
	
  Floating Amounts;

  	
   

  
	
   

  	
   

  
	
  Floating Rate Payer:

  	
  JPMorgan

  
	
   

  	
   

  
	
  Floating Rate Payer Payment
  Dates:

  	
  The 03 January, 03 April,
  03 July and 03 October in each year, from and including 03 January 2008 to
  and including the Termination Date, subject to adjustment in accordance with
  the Modified Following Business Day Convention and there will be an
  adjustment to the Calculation Period.

  
	
   

  	
   

  
	
  Floating Rate Option:

  	
  USD-LIBOR-BBA

  
	
   

  	
   

  
	
  Designated Maturity:

  	
  3 Month

  
	
   

  	
   

  
	
  Spread:

  	
  None

  
	
   

  	
   

  
	
  Floating Rate Day Count
  Fraction:

  	
  Actual/360

  
	
   

  	
   

  
	
  Reset Dates:

  	
  The first day of each
  Calculation Period.

  
	
   

  	
   

  
	
  Compounding:

  	
  Inapplicable

  
	
   

  	
   

  
	
  Business Days:

  	
  New York, London

  
	
   

  	
   

  
	
  Floor Transaction:

  	
   

  
	
   

  	
   

  
	
  Floor Rate:

  	
  4.49000 percent

  
	
   

  	
   

  
	
  Floating Amounts:

  	
   

  
	
   

  	
   

  
	
  Floating Rate Payer:

  	
  Counterparty

  



 











 


	
  Floating Rate Payer Payment Dates:

  	
  The 03 January, 03 April,
  03 July and 03 October in each year, from and including 03 January 2008 to
  and including the Termination Date, subject to adjustment in accordance with
  the Modified Following Business Day Convention and there will be an
  adjustment to the Calculation Period.

  
	
   

  	
   

  
	
  Floating Rate Option:

  	
  USD-LIBOR-BBA

  
	
   

  	
   

  
	
  Designated Maturity:

  	
  3 Month

  
	
   

  	
   

  
	
  Spread:

  	
  None

  
	
   

  	
   

  
	
  Floating Rate Day Count
  Fraction:

  	
  Actual/360

  
	
   

  	
   

  
	
  Reset Dates:

  	
  The first day of each
  Calculation Period.

  
	
   

  	
   

  
	
  Compounding:

  	
  Inapplicable

  
	
   

  	
   

  
	
  Business Days:

  	
  New York, London

  
	
   

  	
   

  
	
  Calculation Agent:

  	
  JPMorgan, unless otherwise
  stated in the Agreement.

  
	
   

  	
   

  
	
  B. ACCOUNT
  DETAILS

  	
   

  
	
   

  	
   

  
	
  Payments to JPMorgan in
  USD:

  	
  JPMORGAN CHASE BANK, N.A.

  JPMORGAN CHASE BANK, NATIONAL

  ASSOCIATION

  BIC: CHASUS33XXX

  AC No: 099997979

  
	
   

  	
   

  
	
  Payments to Counterparty in
  USD:

  	
  As per your standard
  settlement instructions.

  
	
   

  	
   

  
	
  C. OFFICES

  	
   

  
	
   

  	
   

  
	
  JPMorgan:

  	
  NEW YORK

  
	
   

  	
   

  
	
  Counterparty:

  	
  CALABASAS HILLS

  



 


D.   DOCUMENTS TO BE DELIVERED


Each party shall deliver to
the other, at the time of its execution of this Confirmation, evidence of the
incumbency and specimen signature of the person(s) executing this Confirmation,
unless such evidence has been previously supplied and remains true and in
effect.


E.   RELATIONSHIP BETWEEN PARTIES


Each party will be deemed to
represent to the other party on the date on which it enters into a Transaction
that (absent a written agreement between the parties that expressly imposes
affirmative obligations to the contrary for that Transaction):


(a)
Non-Reliance. It is acting for
its own account, and it has made its own independent decisions to enter into
that Transaction and as to whether that Transaction is appropriate or proper
for it based upon its own judgment and upon advice from such advisers as it has
deemed necessary. It is not relying on any communication (written or oral) of
the other party as investment advice or as a recommendation to enter











into that Transaction; it being understood
that information and explanations related to the terms and conditions of a
Transaction shall not be considered investment advice or a recommendation to
enter into that Transaction. No communication (written or oral) received from
the other party shall be deemed to be an assurance or guarantee as to the
expected results of that Transaction.


 


(b)  Assessment and Understanding. It is
capable of assessing the merits of and understanding (on its own behalf or
through independent professional advice), and understands and accepts, the
terms, conditions and risks of that Transaction. It is capable of assuming, and
assumes the risks of that Transaction.


(c)  Status of Parties. The other party is not
acting as a fiduciary for or an adviser to it in respect of that Transaction.


Please confirm that the
foregoing correctly sets forth the terms of our agreement by executing a copy
of this Confirmation and returning it to us or by sending to us a letter, telex
or facsimile substantially similar to this letter, which letter, telex or
facsimile sets forth the material terms of the Transaction to which this
Confirmation relates and indicates agreement to those terms. When referring to
this Confirmation, please indicate: JPMorgan Deal Number(s): 2000005098544,
2000005098545


	
  JPMorgan Chase Bank, N.A.

  
	
   

  
	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


 


Accepted
and confirmed as of the date


first
written:


THE
CHEESECAKE FACTORY


 


 


	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
  Your reference number:

  	
   

  	
   

  
					



 











Client Service Group


All queries regarding
confirmations should be sent to:


JPMorgan Chase Bank, N.A.


Contacts


	
  JPMorgan Contact

  	
  Telephone Number

  
	
   

  	
   

  
	
  Client Service Group

  	
  (001) 3026344960

  
	
   

  	
   

  
	
  Group E-mail address:

  	
   

  
	
  Facsimile:

  	
  (001) 888 803 3606

  
	
  Telex:

  	
   

  
	
  Cable:

  	
   

  



 


Please quote the JPMorgan
deal number(s): 2000005098544, 2000005098545.