as provided in this
Section shall be considered to have complied with its obligation to do so if
such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential
information. Notwithstanding the foregoing, each of the Administrative Agent,
the Issuing Bank and the Lenders agree that in the event disclosure is required
under Section 9.12(b) or (c) above, they will (A) provide the Borrower with
prompt notice of the existence, terms, and circumstances surrounding such
request or requirement, (B) take reasonable steps to narrow that request, and
(C) if disclosure of Information is required, furnish only such portion of the
Information such party's counsel advises is legally required to disclosure.
(b)
EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12(a)
FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC
INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE
SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING
THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL
NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW,
INCLUDING FEDERAL AND STATE SECURITIES LAWS.
(c)
ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED
BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF
ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY
CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER, THE LOAN PARTIES AND
THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER
REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED
IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION
THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS
COMPLIANCE PROCEDURES AND APPLICABLE LAW.
Section 9.13
USA Patriot Act. Each Lender that is subject to the requirements
of the Patriot Act hereby notifies the Borrower and Guarantors that pursuant to
the requirements of the Patriot Act, it is required to obtain, verify and record
information that identifies the Borrower and Guarantors, which information
includes the name and address of the Borrower and Guarantors and other
information that will allow such Lender to identify the Borrower in accordance
with the Patriot Act.
IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated
Credit Agreement to be duly executed by their respective authorized officers as
of the day and year first above written.
P.F. CHANG'S CHINA BISTRO, INC., a Delaware corporation
By: /s/ Richard L. Federico
Richard L. Federico
Chief Executive Officer
JPMORGAN CHASE BANK, N.A., a national banking association, as a Lender and as
Administrative Agent
By: /s/
Gregory T. Martin
Gregory T. Martin, its Vice President
BANK OF AMERICA, N.A., a national banking association, as a Lender and as
Syndication Agent
By: /s/ Angelo Maragos
Name: Angelo Maragos
Title: Director
NATIONAL BANK OF ARIZONA, a national banking association, as a Lender
By: /s/ LJ Willis
Name: LJ Willis
Title: Assistant Vice President
BANK OF THE WEST, a California banking