{"id":41270,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/revolving-line-of-credit-loan-agreement-franchise-finance-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"revolving-line-of-credit-loan-agreement-franchise-finance-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/revolving-line-of-credit-loan-agreement-franchise-finance-corp.html","title":{"rendered":"Revolving Line of Credit Loan Agreement &#8211; Franchise Finance Corp. of America and P.F. Chang&#8217;s China Bistro Inc."},"content":{"rendered":"<pre>\n                              AMENDED AND RESTATED\n                            REVOLVING LINE OF CREDIT\n                                 LOAN AGREEMENT\n\n         THIS AMENDED AND RESTATED REVOLVING LINE OF CREDIT LOAN AGREEMENT (this\n\"Agreement\") is made as of June 29, 1998 (the \"Effective Date\"), by and between\nFRANCHISE FINANCE CORPORATION OF AMERICA, a Delaware corporation (\"FFCA\"), whose\naddress is 17207 North Perimeter Drive, Scottsdale, Arizona 85255, and P. F.\nCHANG'S CHINA BISTRO, INC., a Delaware corporation (\"Debtor\"), whose address is\n5090 North 40th Street, Suite 160, Phoenix, Arizona 85018.\n\n                             PRELIMINARY STATEMENT:\n\n         Unless otherwise expressly provided herein, all defined terms used in\nthis Agreement shall have the meanings set forth in Section 1. Debtor and FFCA\nentered into that certain Revolving Line of Credit Loan Agreement dated as of\nOctober , 1997 (the \"Original Agreement\"). Subsequently, FFCA has agreed to\nincrease the amount of the Loan and Debtor has agreed to pledge its interest in\nthe Collateral pursuant to the Security Agreement in order to provide security\nfor the Loan. This Agreement amends and restates the Original Agreement in order\nto reflect the terms and conditions associated with an increase of the Loan and\na pledge of the Collateral.\n\n                                   AGREEMENT:\n\n         In consideration of the mutual covenants and provisions of this\nAgreement, the parties agree as follows:\n\n         1.       DEFINITIONS. The following terms shall have the following\nmeanings for all purposes of this Agreement:\n\n         \"Acceleration Event\" means (a) a breach or default, after the passage\nof all applicable notice and cure or grace periods, under any other agreement,\ninstrument or promissory note other than the Loan Documents between, among or by\n(i) Debtor or any Affiliate of Debtor, and, or for the benefit of, (ii) FFCA\nand\/or any Affiliate of FFCA, (b) the consummation of a sale of shares of stock\nor other ownership interests in Debtor by Paul Fleming, Kelly Fleming, Robert\nVivian and Richard Federico (collectively, the \"Primary Shareholders\") other\nthan sales of such stock or ownership interests in Debtor among the Primary\nShareholders, members of the immediate family of the Primary Shareholders or\nfamily trusts, foundations or other legal entities which are owned by and\ncreated for the benefit of the Primary Shareholders, (c) the consummation of a\nsale of stock or other ownership interests in Debtor pursuant to a public\noffering or private placement pursuant to the Securities Act of 1933 or (d) at\nany time that the Primary Shareholders, members of the immediate family of the\nPrimary Shareholders or family trusts, foundations or other legal entities which\nare owned by and created for the benefit of the Primary Shareholders do not own\nmore than 40% of the stock or other ownership interests in Debtor.\n\n         \"Action\" has the meaning set forth in Section 7.\n   2\n         \"Advance\" means any advance of the proceeds of the Loan made by FFCA\npursuant to the terms of Section 2.\n\n         \"Affiliate\" means any Person which directly or indirectly controls, is\nunder common control with, or is controlled by any other Person. For purposes of\nthis definition, \"controls\", \"under common control with\" and \"controlled by\"\nmeans the possession, directly or indirectly, of the power to direct or cause\nthe direction of the management and policies of such Person, whether through\nownership of voting securities or otherwise.\n\n         \"Business Day\" means any day on which banks are open for general\nbanking business in the State of Arizona other than a Saturday, Sunday, a legal\nholiday or any other day on which banks in the State of Arizona are required or\nauthorized by law to close.\n\n         \"Code\" means the United States Bankruptcy Code, 11 U.S.C. Sec. 101 et\nseq., as amended.\n\n         \"Collateral\" means Debtor's membership or partnership interest in the\nCompanies as more particularly described in the Security Agreement.\n\n         \"Commitment\" means that certain Commitment Letter dated March , 1998\nbetween FFCA and Debtor with respect to the transaction described in this\nAgreement, and any amendments or supplements thereto.\n\n         \"Companies\" means the Arizona general partnerships and the Arizona\nlimited liability companies identified on Exhibit G attached hereto.\n\n         \"Counsel\" means Lewis and Roca LLP, licensed in the State of Arizona\n(where Debtor maintains its principal place of business) or such other legal\ncounsel as selected by Debtor and reasonably approved by FFCA.\n\n         \"Debt\" means as to such Person at any time (without duplication): (a)\nall obligations of such Person for borrowed money; (b) all obligations of such\nPerson evidenced by bonds, notes, debentures or other similar instruments; (c)\nall obligations of such Person to pay the deferred purchase price of property or\nservices; (d) all capital lease obligations of such Person; (e) all contingent\nobligations or other obligations of others guaranteed by such Person; (f) all\nobligations secured by a lien existing on property owned by such Person, whether\nor not the obligations secured thereby have been assumed by such Person or are\nnonrecourse to the credit of such Person; and (g) all reimbursement obligations\nof such Person (whether contingent or otherwise) in respect of letters of\ncredit, bankers' acceptances, surety or other bonds and similar instruments.\n\n         \"Effective Date\" has the meaning set forth in the introductory\nparagraph of this Agreement.\n\n         \"Event of Default\" has the meaning set forth in Section 7.\n\n         \"Fee\" means a draw fee equal to .5% of the amount of each Advance.\n\n\n                                       2\n   3\n         \"Indemnified Parties\" has the meaning set forth in Section 9.\n\n         \"Joint Venture Agreements\" means those Joint Venture Agreements and\nOperating Agreements between Debtor and the respective Partners of each Company.\n\n         \"Loan\" means the revolving line of credit in the Maximum Loan Amount\nand as described in Section 2.\n\n         \"Loan Documents\" means, collectively, this Agreement, the Note, the\nSecurity Agreement, the UCC Financing Statements, the Negative Pledges and all\nother documents, instruments and agreements executed in connection therewith or\ncontemplated thereby.\n\n         \"Management Agreements\" means the management agreements between Debtor\nand a Company with respect to each of the Premises.\n\n         \"Material Adverse Effect\" means a material adverse effect on (i) the\nfinancial condition of Debtor or the Companies, as applicable or (ii) the\nability of Debtor or the Companies, as applicable, to perform its obligations\nunder the Loan Documents.\n\n         \"Maturity Date\" shall have the meaning set forth in the Note.\n\n         \"Maximum Loan Amount\" means $20,000,000.00.\n\n         \"Negative Pledges\" means the negative pledge agreements dated as of the\nEffective Date executed by the Companies in favor of FFCA in the form of Exhibit\nF attached hereto. A Negative Pledge will be executed for each of the Premises.\n\n         \"Note\" means the promissory note dated as of the Effective Date\nexecuted by Debtor in favor of FFCA in the form of Exhibit A attached to this\nAgreement, as such Note may be amended and\/or amended and restated and\/or\nsubstituted from time to time as contemplated by Section 2. The term \"Note\"\nshall also include all additional promissory notes executed and delivered by\nDebtor to FFCA from time to time as contemplated by Section 2.\n\n         \"Partners\" means, as applicable, the general partners (other than\nDebtor) for each of the Companies that are general partnerships and the members\n(other than Debtor) of the Companies that are limited liability companies.\n\n         \"Person\" shall mean any individual, corporation, partnership, limited\nliability company, trust, unincorporated organization, governmental authority or\nany other form of entity.\n\n         \"Premises\" means the parcels of real estate owned or leased by the\nDebtor described in Exhibit D attached hereto, all rights, privileges and\nappurtenances associated therewith, and all buildings, fixtures and other\nimprovements now or hereafter located thereon (whether or not affixed to such\nreal estate).\n\n         \"Security Agreement\" means the security agreement dated as of the\nEffective Date executed by Debtor in favor of FFCA in the form of Exhibit E\nattached to this Agreement, as such Security Agreement may be amended from time\nto time.\n\n\n                                       3\n   4\n         \"Subsidiary\" means any corporation or other entity of which at least a\nmajority of the outstanding shares of stock or other ownership interests having\nby the terms thereof ordinary voting power to elect a majority of the board of\ndirectors (or Persons performing similar functions) of such corporation\n(irrespective of whether or not at the time stock of any other class or classes\nof such corporation or entity shall have or might have voting power by reason of\nthe happening of any contingency) is at the time directly or indirectly owned or\ncontrolled by Debtor or one or more of the Subsidiaries or by Debtor and one or\nmore of the Subsidiaries.\n\n         \"UCC Financing Statements\" means those UCC financing statements\nrequired by FFCA to be executed and delivered by Debtor that are necessary to\nperfect FFCA's security interest in the Collateral.\n\n         2.       REVOLVING LINE OF CREDIT. A. On the terms and subject to the\nsatisfaction by Debtor of the conditions set forth in this Agreement, FFCA\nagrees to make the Loan to Debtor, which Loan will be in the form of Advances\nmade from time to time as provided in this Agreement. The outstanding aggregate\nprincipal amount of the Loan shall not exceed the Maximum Loan Amount at any\ntime. So long as no event has occurred which is, or with the passage of time or\nthe giving of notice or both under the Loan Documents would constitute, an Event\nof Default or an Acceleration Event, Debtor may borrow, prepay and reborrow,\nfrom the Effective Date until the Maturity Date, an amount up to the Maximum\nLoan Amount. Debtor shall not request an Advance in an amount less than\n$500,000.00 and no more than once in a calendar month.\n\n         B.       Simultaneously with the execution and delivery of this\nAgreement, Debtor shall execute and deliver to FFCA the Note. The obligation of\nDebtor to pay the outstanding aggregate principal amount of all Advances plus\naccrued interest thereon shall be evidenced by the Note. Debtor irrevocably\nauthorizes FFCA to make or cause to be made, at or about the time of any Advance\nor at the time of FFCA's receipt of any payment of the principal amount of the\nNote, an appropriate notation in FFCA's records reflecting the amount of such\nAdvance or payment, as applicable. The outstanding aggregate principal amount of\nthe Note plus accrued interest thereon set forth in FFCA's records maintained\nwith respect to the Note (which may include computer records) shall, absent\nmanifest error, be prima facie evidence of the outstanding aggregate principal\namount plus accrued interest thereon due and owing to FFCA, but the failure to\nrecord, or any error in so recording, any such amount on FFCA's records shall\nnot limit or otherwise affect the obligations of Debtor under the Note to make\npayments when due. Notwithstanding the foregoing, Debtor agrees to execute such\namendments to the Note, amendments and restatements of the Note and\/or\nsubstitute and\/or additional promissory notes in the form of the Note as FFCA\nmay reasonably request to evidence Debtor's obligations to FFCA under the Loan\nDocuments.\n\n         C.       Debtor shall notify FFCA at least five Business Days before\nthe Business Day on which Debtor desires to receive an Advance; provided,\nhowever, Debtor acknowledges that each Advance shall be made on the first\nBusiness Day of the month immediately following the month in which Debtor\nnotifies FFCA of its desire to receive such Advance. Each such notice shall be\nin the form of Exhibit B attached hereto (each, a \"Notice\"), and shall set forth\nthe requested amount of each Advance and such other information required by the\nNotice. Each Notice shall constitute a certification by Debtor that the\nrepresentations and warranties of Debtor set forth in \n\n\n                                       4\n   5\nthe Loan Documents, are true, correct and complete in all material respects as\nof the date of such Notice and as of the date of such requested Advance and that\nDebtor has satisfied each of the conditions precedent set forth in this\nAgreement. FFCA's obligation to fund each Advance shall be subject to the\nsatisfaction of the following conditions precedent as of the date of the\nrequested Advance:\n\n                  (i)      no event shall have occurred which is, or with the\n         passage of time or the giving of notice or both under the Loan\n         Documents would constitute, an Event of Default or an Acceleration\n         Event;\n\n                  (ii)     Debtor shall be in compliance with each of the\n         covenants set forth in Section 5;\n\n                  (iii)    the outstanding principal balance of the Loan,\n         together with the amount of the requested Advance, must not exceed the\n         Maximum Loan Amount; and\n\n                  (iv)     there shall have been no material adverse change in\n         Debtor's business, operations, assets or financial condition since the\n         Effective Date, as determined by FFCA in its reasonable discretion.\n\nUpon Debtor's satisfaction of the foregoing conditions, FFCA will disburse the\nrequested Advance in immediately available funds to such account as Debtor shall\nhave specified in the Notice or as otherwise directed by Debtor in the Notice.\n\n         D.       The Loan shall bear interest at a variable rate of interest as\nset forth in the Note and shall be payable in arrears on the first day of each\nmonth based on the then outstanding principal balance of the Note. Debtor shall\nhave the right to prepay (without premium or penalty) the Note in whole or in\npart at any time provided that any such prepayment shall only be made on a\nregularly scheduled payment date upon not less than 10 days prior written notice\nfrom Debtor to FFCA. Debtor shall pay on the Maturity Date, and there shall\nbecome absolutely due and payable on the Maturity Date, the outstanding\nprincipal amount of the Loan and all accrued but unpaid interest thereon. E. As\nsecurity for the Loan, Debtor agrees to pledge its interest in the Collateral\npursuant to the Security Agreement. In addition, Debtor will execute and deliver\nthe Negative Pledges. A Negative Pledge will be recorded in the real estate\nrecords of each county where each of the Premises is located.\n\n         E.       All costs and expenses of the transaction described in this\nAgreement shall be paid by Debtor, including, without limitation, the attorneys'\nfees of Debtor and the reasonable attorneys' fees and expenses of FFCA.\n\n         F.       FFCA's obligation to provide the Loan is further subject to\nthe delivery to FFCA of Counsel's opinion in form and substance reasonably\nsatisfactory to FFCA.\n\n         G.       The Fee shall be paid at the time of each Advance from each\nAdvance and shall be deemed nonrefundable and fully earned with each Advance.\n\n\n                                       5\n   6\n         3.       REPRESENTATIONS AND WARRANTIES OF FFCA. The representations\nand warranties of FFCA contained in this Section are being made by FFCA as of\nthe Effective Date to induce Debtor to enter into this Agreement and consummate\nthe transactions contemplated herein, and Debtor has relied, and will continue\nto rely, upon such representations and warranties from and after the execution\nof this Agreement. FFCA represents and warrants to Debtor as follows:\n\n                  A.       Organization of FFCA. FFCA has been duly formed, is\n         validly existing and has taken all necessary action to authorize the\n         execution, delivery and performance by FFCA of this Agreement.\n\n                  B.       Authority of FFCA. The person who has executed this\n         Agreement on behalf of FFCA is duly authorized so to do.\n\n                  C.       Enforceability. Upon execution by FFCA, this\n         Agreement shall constitute the legal, valid and binding obligation of\n         FFCA, enforceable against FFCA in accordance with its terms.\n\n         All representations and warranties of FFCA made in this Agreement shall\nsurvive the execution of this Agreement.\n\n         4.       REPRESENTATIONS AND WARRANTIES OF DEBTOR. The representations\nand warranties of Debtor contained in this Section are being made by Debtor as\nof the Effective Date and the date of each Advance to induce FFCA to enter into\nthis Agreement and consummate the transactions contemplated herein, and FFCA has\nrelied, and will continue to rely, upon such representations and warranties from\nand after the Effective Date and the date of each Advance. Debtor represents and\nwarrants to FFCA as follows:\n\n                  A.       Information and Financial Statements. Debtor has\n         delivered to FFCA financial statements (either audited financial\n         statements or, if Debtor does not have audited financial statements,\n         certified financial statements) and certain other information\n         concerning itself, which financial statements and other information are\n         true, correct and complete in all material respects; and no material\n         adverse change has occurred with respect to any such financial\n         statements and other information provided to FFCA since the date such\n         financial statements and other information were prepared or delivered\n         to FFCA. Debtor understands that FFCA is relying upon such financial\n         statements and information and Debtor represents that such reliance is\n         reasonable. All such financial statements were prepared in accordance\n         with generally accepted accounting principles consistently applied\n         (except as otherwise noted in such financial statements) and accurately\n         reflect as of the Effective Date the financial condition of each\n         individual or entity to which they pertain.\n\n                  B.       Organization and Authority of Debtor. Debtor is duly\n         organized or formed, validly existing and in good standing under the\n         laws of the State of Delaware and qualified as a foreign corporation to\n         do business in any jurisdiction where such qualification is required.\n         All necessary corporate action has been taken to authorize the\n         execution, delivery and performance of the Loan Documents. The\n         person(s) who have executed the Loan Documents on behalf of Debtor are\n         duly authorized so to do.\n\n\n                                       6\n   7\n                  C.       Organization and Authority of Companies. The\n         Companies are duly organized or formed, validly existing and in good\n         standing under the laws of the states where they were organized and\n         qualified as foreign partnerships or foreign limited liability\n         companies to do business in any jurisdiction where such qualification\n         is required.\n\n                  D.       Enforceability of Documents. Upon execution by\n         Debtor, the Loan Documents shall constitute the legal, valid and\n         binding obligations of Debtor, enforceable against Debtor in accordance\n         with their respective terms.\n\n                  E.       Litigation. There are no suits, actions, proceedings\n         or investigations pending or, to the actual knowledge of Debtor,\n         threatened against or involving Debtor, the Companies, the Collateral,\n         the Premises or any of Debtor's or any of the Companies' assets before\n         any court, arbitrator, or administrative or governmental body which\n         might reasonably result in a Material Adverse Effect.\n\n                  F.       Absence of Breaches or Defaults. Neither Debtor nor\n         any of the Companies are in default beyond any applicable grace period\n         under any other document, instrument or agreement to which Debtor or\n         any of the Companies is a party (including, without limitation, the\n         Partnership Agreements and the Management Agreements) or by which the\n         Debtor, the Companies, the Collateral, the Premises or any of the\n         property of Debtor or any of the Companies is subject or bound which\n         would have a Material Adverse Effect or would materially interfere with\n         or prevent Debtor's or the Companies performance under the Loan\n         Documents. The authorization, execution, delivery and performance of\n         the Loan Documents will not result in a Material Adverse Effect or\n         result in any breach or default under any other document, instrument or\n         agreement to which Debtor or any of the Companies is a party\n         (including, without limitation, the Partnership Agreements and the\n         Management Agreements) or by which Debtor, the Companies, the\n         Collateral, the Premises or any of the property of Debtor is subject or\n         bound which would materially interfere with or prevent Debtor's or the\n         Companies' performance under the Loan Documents. The authorization,\n         execution, delivery and performance of the Loan Documents will not\n         violate any applicable law, statute, regulation, rule, ordinance, code,\n         rule or order.\n\n                  G.       Licenses, Permits, Consents and Approvals. Debtor or\n         the Companies has all required licenses, permits, consents and\n         approvals, both governmental and private, to use and operate the\n         Collateral, the Premises and the rest of their assets and conduct their\n         business in the intended manner.\n\n                  H.       Insolvency; Net Worth. Debtor is not insolvent within\n         the meaning of the Code. Debtor has a net worth of at least\n         $10,000,000.00, as determined in accordance with generally accepted\n         accounting principles consistently applied, except that for purposes of\n         calculating Debtor's net worth hereunder, convertible preferred stock\n         issued by Debtor shall be treated as equity.\n\n                  I.       Taxes. Debtor and the Companies have paid, in the\n         ordinary course of business, all taxes, assessments, levies and other\n         governmental charges which have been levied or imposed upon Debtor, the\n         Companies, the Collateral, the Premises and\/or Debtor's and properties\n         and would be due and payable.\n\n\n                                       7\n   8\n                  J.       Title to Collateral; First Priority Security\n         Interest. Debtor owns, and with respect to Collateral acquired after\n         the date hereof, Debtor will own, legally and beneficially, the\n         Collateral, free and clear of any lien, security interest, pledge,\n         hypothecation, claim or other encumbrance, or any right or option on\n         the part of any third person to purchase or otherwise acquire or obtain\n         any lien or security interest in the Collateral or any part thereof,\n         except for the lien and security interest granted in the Security\n         Agreement in favor of FFCA. Upon the execution of the Loan Documents by\n         the applicable parties, Secured Party shall have a valid first priority\n         lien upon and security interest in the Collateral.\n\n                  K.       Title to Premises. Debtor holds either (i) fee title\n         to the Premises, (ii) a leasehold interest in the land relating to the\n         Premises and fee title to the buildings and improvements located\n         thereon or (iii) a leasehold interest in the Premises, free and clear\n         of all liens, encumbrances, charges and security interests of any\n         nature whatsoever, except as otherwise disclosed in writing to FFCA.\n\n                  L.       Collateral Genuine. The Collateral is genuine, free\n         from any restriction on transfer, duly and validly authorized and\n         issued, constitutes the valid and legally binding obligation of the\n         Companies, enforceable in accordance with its terms, is fully paid and\n         non-assessable, and is hereby duly and validly pledged and hypothecated\n         to FFCA in accordance with law. The interests listed on Schedule II\n         represent one hundred (100%) percent of the issued and outstanding\n         interests of the Companies. There are no other interests issued and\n         outstanding and there are no other interests in the Companies.\n\n                  M.       No Actions. No action has been brought or is\n         threatened which would in any way prohibit or restrict the execution\n         and delivery of any of the Loan Documents by Debtor or the performance\n         in all respects of Debtor thereunder.\n\n         All representations and warranties of Debtor made in this Agreement\nshall survive the execution of this Agreement and each Advance.\n\n         5.       COVENANTS. Debtor covenants to FFCA from and after the\nEffective Date as follows:\n\n                  A.       Books, Records and Inspections. Debtor shall, at all\n         reasonable times upon prior written notice from FFCA and during normal\n         business hours, (i) provide FFCA and FFCA's officers, employees,\n         agents, advisors, attorneys and accountants with access to Debtor's\n         personal and real properties and books and records, and (ii) allow such\n         persons to make such inquires of Debtor's officers and employees and to\n         make copies and perform such verifications as FFCA considers reasonably\n         necessary; provided, however, all such inspections, copies and\n         verifications shall be at FFCA's sole cost and expense and FFCA shall\n         reasonably attempt to minimize, during any such activity, interference\n         with the operation of Debtor's business and FFCA shall keep any\n         information obtained confidential; provided, however, FFCA shall not be\n         required to keep confidential (1) any information which had previously\n         been made public, (2) information that FFCA is required to disclose by\n         court order, subpoena or under federal or state law, or (3) information\n         received by FFCA from a third party.\n\n\n                                       8\n   9\n                  B.       Net Worth. At all times while the obligations of\n         Debtor to FFCA pursuant to the Loan Documents are outstanding, Debtor\n         shall maintain a net worth of at least $10,000,000.00, as determined in\n         accordance with generally accepted accounting principles consistently\n         applied, except that for purposes of calculating Debtor's net worth\n         hereunder convertible preferred stock issued by Debtor shall be treated\n         as equity.\n\n                  C.       Reporting Obligations. Debtor will provide FFCA with\n         each of the following:\n\n                           (i)      Financial Statements. Within 45 days after\n                  the end of each fiscal quarter and within 120 days after the\n                  end of each fiscal year of Debtor, Debtor shall deliver to\n                  FFCA complete financial statements of Debtor including a\n                  balance sheet, profit and loss statement, cash flow statement\n                  and all other related schedules for the fiscal period then\n                  ended. All such financial statements shall be prepared in\n                  accordance with generally accepted accounting principles,\n                  consistently applied from period to period, and shall be\n                  certified to be accurate and complete by Debtor (or the\n                  Treasurer or other appropriate officer of Debtor). Debtor\n                  understands that FFCA is relying upon such financial\n                  statements and Debtor represents that such reliance is\n                  reasonable. The financial statements delivered to FFCA need\n                  not be audited, but Debtor shall deliver to FFCA copies of any\n                  audited financial statements of Debtor which may be prepared,\n                  as soon as they are available.\n\n                           (ii)     Event of Default or Acceleration Event.\n                  Promptly, but in any event within five days, after Debtor\n                  becomes aware of an Event of Default or an Acceleration Event,\n                  written notification to an officer of FFCA specifying the\n                  nature and period of existence thereof and what action Debtor\n                  is taking or proposes to take with respect thereto.\n\n                           (iii)    Litigation. Within ten days after Debtor\n                  becomes aware of any action, suit or proceeding pending or\n                  threatened in writing against or involving Debtor and\/or\n                  Debtor's properties, except for those actions, suits or\n                  proceedings (1) for which damages of less than $250,000 have\n                  been sought, threatened or are likely to be incurred and (2)\n                  which Debtor in good faith determines will be covered by its\n                  insurance (including worker's compensation claims), Debtor\n                  shall notify FFCA of such action, suit or proceeding and in\n                  such notice specify the nature thereof, whether the alleged\n                  liability therein is covered by insurance then in effect and,\n                  if so covered, the monetary coverage thereof, and what action\n                  Debtor is taking or proposes to take with respect thereto.\n\n                           (iv)     Certificates. At the time of each Advance, a\n                  certificate of an officer of Debtor, substantially in the form\n                  attached hereto as Exhibit B.\n\n                           (v)      Auditors' Reports. Promptly upon receipt\n                  thereof, a copy of each report submitted to Debtor by its\n                  independent accountants in connection with any annual, interim\n                  or special audit made by it of the books of Debtor.\n\n\n                                       9\n   10\n                           (vi)     Other Information. Debtor shall deliver to\n                  FFCA promptly after the receipt of written request therefor\n                  information concerning Debtor requested by FFCA that is\n                  required to satisfy all requirements applicable to FFCA\n                  pursuant to the Securities Exchange Act of 1934 and all other\n                  regulatory laws applicable to FFCA or to which FFCA is subject\n                  or bound.\n\n                  D.       Payment of Taxes, Etc. Unless Debtor shall contest\n         the amount or validity thereof in the manner described below, Debtor\n         shall pay all taxes, assessments and governmental charges or levies\n         imposed upon it or upon its income or profits, or upon any properties\n         belonging to it, prior to the date on which penalties attach thereto,\n         and all lawful claims which, if unpaid, might become a lien upon any of\n         its properties. Debtor may, at its own expense, contest or cause to be\n         contested such taxes, assessments, governmental charges or levies or\n         other claims (i) in good faith, (ii) by proper proceedings, and (iii)\n         against which adequate reserves in accordance with generally accepted\n         accounting principles are being maintained.\n\n                  E.       Organization of Debtor. Debtor will continue to be a\n         corporation duly organized, validly existing and in good standing under\n         the laws of its jurisdiction and qualified to do business in any\n         jurisdiction where such qualification is required.\n\n                  F.       Licenses, Permits, Consents and Approvals. Debtor\n         shall maintain in full force and effect all required licenses, permits,\n         consents and approvals, both governmental and private, to use and\n         operate its assets and conduct its business in the intended manner.\n\n                  G.       Use of Proceeds. Debtor shall use the proceeds of the\n         Loan for (i) the purchase of interests of minority owners of Debtor,\n         (ii) working capital and (iii) construction or renovation of P.F.\n         Chang's China Bistro restaurants.\n\n                  H.       Debt. Debtor shall not, and shall not permit any\n         Subsidiary to, incur, create, assume or permit to exist any Debt,\n         except (a) Debt to FFCA or Affiliates of FFCA; (b) Debt incurred\n         pursuant to trade accounts arising in the ordinary course of business\n         that are not past due by more than 30 days; (c) letters of credit for\n         deposits not to exceed $15,000.00 each and (d) existing Debt described\n         on the attached Exhibit C and any extensions, substitutions or renewals\n         thereof.\n\n                  I.       Fundamental Changes. Debtor shall not consolidate\n         with or merge into any Person or permit any Person to merge into it;\n         provided that the Companies may enter into a consolidation or merger\n         with any person if (i) the survivor formed by or resulting from such\n         consolidation or merger is the Companies and (ii) at the time of such\n         consolidation or merger and immediately after giving effect thereto no\n         Event of Default or Acceleration Event shall have occurred and be\n         continuing.\n\n                  J.       Disposition of Assets. Without the prior written\n         consent of FFCA, Debtor shall not, directly or indirectly, sell,\n         assign, lease, transfer or otherwise dispose of all or substantially\n         all of its assets (other than in the ordinary course of business for\n         full and fair consideration).\n\n\n                                       10\n   11\n                  K.       No New Subsidiaries. Without the prior written\n         consent of FFCA, Debtor shall not, and shall not permit any of its\n         Subsidiaries to, acquire, incorporate or otherwise organize any\n         Subsidiary, which was not in existence as of the Effective Date.\n\n                  L.       Transactions With Affiliates. Without the prior\n         written consent of FFCA, Debtor will not enter into, and will not\n         permit any Subsidiary to enter into, any transaction, including,\n         without limitation, the purchase, sale, or exchange of property or the\n         rendering of any service, with any Affiliate of Debtor or such\n         Subsidiary, except transactions for fair value in accordance with\n         reasonable commercial standards.\n\n                  M.       Maintenance of Assets. Debtor shall maintain, keep\n         and preserve, and will cause each Subsidiary to maintain, keep and\n         preserve, all of its tangible and intangible property and other assets\n         that are necessary and useful in proper conduct of its business.\n\n                  N.       Amendment of Joint Venture Agreements. Without the\n         prior written approval of FFCA in its sole and absolute discretion,\n         Debtor shall not amend or terminate any of the Joint Venture Agreements\n         or the Management Agreements nor shall it permit any of the Joint\n         Venture Agreements or the Management Agreements to be amended or\n         terminated.\n\n                  O.       Title; First Priority Lien. Debtor shall maintain\n         good and marketable fee simple title to the Collateral, free and clear\n         of all liens, encumbrances, charges and other exceptions to title.\n         Debtor shall maintain good and marketable title to or valid and binding\n         leasehold interests in, as applicable, the Premises, free and clear of\n         all liens, encumbrances, charges and other exceptions to title.\n\n         6.       TRANSACTION CHARACTERIZATION. This Agreement is a contract to\nextend a financial accommodation (as such term is used in the Code) for the\nbenefit of Debtor. It is the intent of the parties hereto that the business\nrelationship created by this Agreement, the Note and the other Loan Documents is\nsolely that of creditor and debtor and has been entered into by both parties in\nreliance upon the economic and legal bargains contained in the Loan Documents.\nNone of the agreements contained in the Loan Documents is intended, nor shall\nthe same be deemed or construed, to create a partnership between Debtor and\nFFCA, to make them joint venturers, to make Debtor an agent, legal\nrepresentative, partner, subsidiary or employee of FFCA, nor to make FFCA in any\nway responsible for the debts, obligations or losses of Debtor.\n\n         7.       DEFAULT AND REMEDIES. A. Each of the following shall be deemed\nan event of default by Debtor, after notice, to the extent required hereunder,\nand after the expiration of any applicable grace or cure period without the cure\nthereof (each, an \"Event of Default\"):\n\n                  (1)      If any representation or warranty of Debtor set forth\n         in any of the Loan Documents is false in any material respect when made\n         or becomes false in any material respect, or if Debtor renders any\n         materially false statement or account;\n\n                  (2)      If any principal, interest or other monetary sum due\n         under the Note or any other Loan Document is not paid within five days\n         from the date when due and FFCA shall have given notice of such failure\n         to Debtor and such failure shall not have been cured by Debtor within\n         five days from the delivery of such notice;\n\n\n                                       11\n   12\n                  (3)      If Debtor fails to observe or perform any of the\n         other covenants (except as otherwise provided below), conditions, or\n         obligations of this Agreement other than the covenants in Sections\n         5.B., 5.H., 5.I, 5.J, 5.N and 5.O of this Agreement or there is a\n         breach or default under any other Loan Document beyond any applicable\n         notice or cure period; provided, however, if any such event does not\n         involve the payment of any monetary sum, is not the result of a willful\n         or intentional act or omission of Debtor, does not place any rights or\n         property of FFCA in immediate jeopardy, and is within the reasonable\n         power of Debtor to promptly cure after receipt of notice thereof, all\n         as determined by FFCA in its reasonable discretion, then such event\n         shall not constitute an Event of Default hereunder, unless otherwise\n         expressly provided herein, unless and until FFCA shall have given\n         Debtor notice thereof and a period of 30 days shall have elapsed,\n         during which period Debtor may correct or cure such event, upon failure\n         of which an Event of Default shall be deemed to have occurred hereunder\n         (except as otherwise provided in the following sentence) without\n         further notice or demand of any kind being required. If such\n         nonmonetary event cannot reasonably be cured within such 30-day period,\n         as determined by FFCA in its reasonable discretion, and Debtor is\n         diligently pursuing a cure of such event, then an Event of Default\n         shall not be deemed to have occurred hereunder upon the expiration of\n         such 30-day period and Debtor shall have a reasonable period to cure\n         such event beyond such 30-day period, which shall not exceed 90 days\n         after receiving notice of the event from FFCA. If Debtor shall fail to\n         correct or cure such event within such 90-day period, an Event of\n         Default shall be deemed to have occurred hereunder without further\n         notice or demand of any kind being required;\n\n                  (4)      If Debtor fails to observe or perform any of the\n         covenants in Sections 5.B, 5.H, 5.I, 5.J, 5.N or 5.O of this Agreement;\n         or\n\n                  (5)      If Debtor becomes insolvent within the meaning of the\n         Code, files or notifies FFCA that it intends to file a petition under\n         the Code, initiates a proceeding under any similar law or statute\n         relating to bankruptcy, insolvency, reorganization, winding up or\n         adjustment of debts (collectively, an \"Action\"), becomes the subject of\n         either an involuntary Action or petition under the Code without such\n         involuntary Action or petition being dismissed within 30 days of filing\n         or, if Debtor is diligently proceeding to dismiss such petition, such\n         longer period of time as if required, but in no event shall such longer\n         period of time be greater than 90 days, or is not generally paying its\n         debts as the same become due.\n\n                  B.       Upon and during the continuance of an Event of\n         Default, subject to the limitations, notices and cure periods set forth\n         in subsection A, or an Acceleration Event, FFCA shall have no\n         obligation to fund any Advance to Debtor and FFCA may declare all\n         obligations of Debtor under the Note, this Agreement and any other Loan\n         Document to be due and payable, and the same shall thereupon become due\n         and payable without any presentment, demand, protest or notice of any\n         kind except as expressly provided herein. Thereafter, FFCA may\n         exercise, at its option, concurrently, successively or in any\n         combination, all remedies available at law or in equity, including\n         without limitation any one or more of the remedies available under the\n         Note or any other Loan Document. Neither the acceptance of this\n         Agreement nor its enforcement shall prejudice or in any manner affect\n         FFCA's right to realize upon or enforce any other security now or\n         hereafter held by FFCA, it being agreed that FFCA shall be entitled to\n         enforce this Agreement and any other security now or hereafter held by\n         FFCA in such order and manner as it may in its absolute discretion\n\n\n                                       12\n   13\n         determine. No remedy herein conferred upon or reserved to FFCA is\n         intended to be exclusive of any other remedy given hereunder or now or\n         hereafter existing at law or in equity or by statute. Every power or\n         remedy given by any of the Loan Documents to FFCA, or to which FFCA may\n         be otherwise entitled, may be exercised, concurrently or independently,\n         from time to time and as often as may be deemed expedient by FFCA.\n\n         8.       ASSIGNMENTS BY FFCA. FFCA may assign in whole or in part its\nrights under this Agreement. Upon any unconditional assignment of FFCA's entire\nright and interest hereunder, FFCA shall automatically be relieved, from and\nafter the date of such assignment, of liability for the performance of any\nobligation of FFCA contained herein arising after the date of the assignment\nprovided that any assignee shall be bound by all of FFCA's obligations hereunder\naccruing from and after the date of such assignment.\n\n         9.       INDEMNITY. Debtor agrees to indemnify, hold harmless and\ndefend FFCA and each of its directors, officers, shareholders, employees,\nsuccessors, assigns, agents, experts, licensees, affiliates, lenders, mortgagees\nand trustees, as applicable (collectively, the \"Indemnified Parties\"), from and\nagainst any and all losses, costs, claims, liabilities, damages and expenses,\nincluding, without limitation, reasonable attorneys' fees (collectively,\n\"Losses\"), arising as the result of a breach of any of the representations,\nwarranties, covenants, agreements or obligations of Debtor set forth in this\nAgreement, but excluding Losses suffered by an Indemnified Party directly\narising out of such Indemnified Party's gross negligence or willful misconduct.\n\n         10.      MISCELLANEOUS PROVISIONS.\n\n                  A.       Notices. All notices, consents, approvals or other\n         instruments required or permitted to be given by either party pursuant\n         to this Agreement shall be in writing and given by (i) hand delivery,\n         (ii) facsimile, (iii) express overnight delivery service or (iv)\n         certified or registered mail, return receipt requested, and shall be\n         deemed to have been delivered upon (a) receipt, if hand delivered, (b)\n         transmission, if delivered by facsimile (and if a copy of such notice\n         is also mailed by certified or registered mail, return receipt\n         requested, and deposited with the U.S. Postal Service no later than the\n         first business day after the notice was transmitted by facsimile), (c)\n         the next business day following the date of deposit with the delivery\n         service, if delivered by express overnight delivery service, or (d) the\n         third business day following the day of deposit of such notice with the\n         United States Postal Service, if sent by certified or registered mail,\n         return receipt requested. Notices shall be provided to the parties and\n         addresses (or facsimile numbers, as applicable) specified below:\n\n                  If to Debtor:         P. F. Chang's China Bistro, Inc.\n                                        5090 North 40th Street, Suite 160\n                                        Phoenix, AZ  85018\n                                        Attention: Mr. Robert T. Vivian\n                                        Telephone:       (602) 957-8986\n                                        Telecopy:        (602) 957-8998\n\n\n                                       13\n   14\n                  With a copy to:       Kenneth Van Winkle, Jr., Esq.\n                                        Lewis and Roca LLP\n                                        40 North Central Avenue\n                                        Phoenix, AZ  85004-4429\n                                        Telephone:  (602) 262-5311\n                                        Telecopy:   (602) 262-5747\n\n                  If to FFCA:           Dennis L. Ruben, Esq.\n                                        Executive Vice President and\n                                        General Counsel\n                                        Franchise Finance Corporation of America\n                                        17207 North Perimeter Drive\n                                        Scottsdale, AZ  85255\n                                        Telephone:       (602) 585-4500\n                                        Telecopy:        (602) 585-2226\n\n                  B.       Waiver and Amendment. No provisions of this Agreement\n         shall be deemed waived or amended except by a written instrument\n         unambiguously setting forth the matter waived or amended and signed by\n         the party against which enforcement of such waiver or amendment is\n         sought. Waiver of any matter shall not be deemed a waiver of the same\n         or any other matter on any future occasion.\n\n                  C.       Captions. Captions are used throughout this Agreement\n         for convenience of reference only and shall not be considered in any\n         manner in the construction or interpretation hereof.\n\n                  D.       FFCA's Liability. Notwithstanding anything to the\n         contrary provided in this Agreement, it is specifically understood and\n         agreed, such agreement being a primary consideration for the execution\n         of this Agreement by FFCA, that (i) there shall be absolutely no\n         personal liability on the part of any shareholder, director, officer or\n         employee of FFCA, with respect to any of the terms, covenants and\n         conditions of this Agreement or the other Loan Documents, (ii) Debtor\n         waives all claims, demands and causes of action against FFCA's\n         officers, directors, employees and agents in the event of any breach by\n         FFCA of any of the terms, covenants and conditions of this Agreement or\n         the other Loan Documents to be performed by FFCA and (iii) Debtor shall\n         look solely to the assets of FFCA for the satisfaction of each and\n         every remedy of Debtor in the event of any breach by FFCA of any of the\n         terms, covenants and conditions of this Agreement or the other Loan\n         Documents to be performed by FFCA, such exculpation of liability to be\n         absolute and without any exception whatsoever.\n\n                  E.       Severability. The provisions of this Agreement shall\n         be deemed severable. If any part of this Agreement shall be held\n         unenforceable, the remainder shall remain in full force and effect, and\n         such unenforceable provision shall be reformed by such court so as to\n         give maximum legal effect to the intention of the parties as expressed\n         therein.\n\n                  F.       Construction Generally. This is an agreement between\n         parties who are experienced in sophisticated and complex matters\n         similar to the transaction contemplated by \n\n\n                                       14\n   15\n         this Agreement and is entered into by both parties in reliance upon the\n         economic and legal bargains contained herein and shall be interpreted\n         and construed in a fair and impartial manner without regard to such\n         factors as the party which prepared the instrument, the relative\n         bargaining powers of the parties or the domicile of any party. Debtor\n         and FFCA were each represented by legal counsel competent in advising\n         them of their obligations and liabilities hereunder.\n\n                  G.       Other Documents. Each of the parties agrees to sign\n         such other and further documents as may be reasonably necessary to\n         carry out the intentions expressed in this Agreement.\n\n                  H.       Attorneys' Fees. In the event of any judicial or\n         other adversarial proceeding between the parties concerning this\n         Agreement, the prevailing party shall be entitled to recover its\n         reasonable attorneys' fees and other costs in addition to any other\n         relief to which it may be entitled. References in this Agreement to the\n         attorneys' fees and\/or costs of a party shall mean both the reasonable\n         fees and costs of independent outside counsel retained by such party\n         with respect to this transaction and the reasonable fees and costs of\n         the party's in-house counsel incurred in connection with this\n         transaction.\n\n                  I.       Entire Agreement. This Agreement and the other Loan\n         Documents, together with any other certificates, instruments or\n         agreements to be delivered in connection therewith, constitute the\n         entire agreement between the parties with respect to the subject matter\n         hereof, and there are no other representations, warranties or\n         agreements, written or oral, between Debtor and FFCA with respect to\n         the subject matter of this Agreement. Notwithstanding anything in this\n         Agreement to the contrary, upon the execution and delivery of this\n         Agreement by Debtor and FFCA, the Commitment shall be deemed null and\n         void and of no further force and effect and the terms and conditions of\n         this Agreement shall control notwithstanding that such terms may be\n         inconsistent with or vary from those set forth in the Commitment.\n\n                  J.       Forum Selection; Jurisdiction; Venue; Choice of Law.\n         Debtor acknowledges that this Agreement was substantially negotiated in\n         the State of Arizona, the Agreement was signed and delivered by FFCA\n         and Debtor in the State of Arizona, all payments under the Note will be\n         delivered in the State of Arizona and there are substantial contacts\n         between the parties and the transactions contemplated herein and the\n         State of Arizona. For purposes of any action or proceeding arising out\n         of this Agreement or any of the other Loan Documents, the parties\n         hereto hereby expressly submit to the jurisdiction of all federal and\n         state courts located in the State of Arizona and Debtor consents that\n         it may be served with any process or paper by registered mail or by\n         personal service within or without the State of Arizona in accordance\n         with applicable law. Furthermore, Debtor waives and agrees not to\n         assert in any such action, suit or proceeding that it is not personally\n         subject to the jurisdiction of such courts, that the action, suit or\n         proceeding is brought in an inconvenient forum or that venue of the\n         action, suit or proceeding is improper. It is the intent of the parties\n         hereto that all provisions of this Agreement shall be governed by and\n         construed under the laws of the State of Arizona. Nothing in this\n         Section shall limit or restrict the right of FFCA to commence any\n         proceeding in the federal or state courts located in a state other than\n         Arizona to the extent FFCA deems such proceeding necessary or \n\n\n                                       15\n   16\n         advisable to exercise remedies available under this Agreement or the\n         other Loan Documents.\n\n                  K.       Counterparts. This Agreement may be executed in one\n         or more counterparts, each of which shall be deemed an original.\n\n                  L.       Binding Effect. This Agreement shall be binding upon\n         and inure to the benefit of Debtor and FFCA and their respective\n         successors and permitted assigns, including, without limitation, any\n         United States trustee, any debtor in possession or any trustee\n         appointed from a private panel.\n\n                  M.       Survival. All representations, warranties,\n         agreements, obligations and indemnities of Debtor and FFCA set forth in\n         this Agreement shall survive the execution of this Agreement and each\n         Advance.\n\n                  N.       Waiver of Jury Trial and Punitive, Consequential,\n         Special and Indirect Damages. DEBTOR AND FFCA HEREBY KNOWINGLY,\n         VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A\n         TRIAL BY JURY WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY\n         ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY EITHER OF THE\n         PARTIES HERETO AGAINST THE OTHER OR ITS SUCCESSORS WITH RESPECT TO ANY\n         MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY\n         DOCUMENT CONTEMPLATED HEREIN OR RELATED HERETO. THIS WAIVER BY THE\n         PARTIES HERETO OF ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY HAS BEEN\n         NEGOTIATED AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN. FURTHERMORE,\n         DEBTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT\n         IT MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT\n         DAMAGES FROM FFCA WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY\n         ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY DEBTOR AGAINST\n         FFCA OR ITS SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN\n         CONNECTION WITH THIS AGREEMENT OR ANY DOCUMENT CONTEMPLATED HEREIN OR\n         RELATED HERETO. THE WAIVER BY DEBTOR OF ANY RIGHT IT MAY HAVE TO SEEK\n         PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES HAS BEEN\n         NEGOTIATED BY THE PARTIES HERETO AND IS AN ESSENTIAL ASPECT OF THEIR\n         BARGAIN.\n\n\n                                       16\n   17\n         IN WITNESS WHEREOF, Debtor and FFCA have entered into this Agreement as\nof the date first above written.\n\n                                   FFCA:\n\n                                   FRANCHISE FINANCE CORPORATION OF AMERICA,\n                                   a Delaware corporation\n\n\n                                   By\n                                     -------------------------------------------\n                                   Printed Name\n                                               ---------------------------------\n                                   Its\n                                      ------------------------------------------\n\n                                   DEBTOR:\n\n                                   P. F. CHINA BISTRO, INC.,\n                                   a Delaware corporation\n\n\n                                   By \/s\/ Robert Vivian\n                                     -------------------------------------------\n                                   Printed Name Robert Vivian\n                                               ---------------------------------\n                                   Its CFO\n                                      ------------------------------------------\n\n\n                                       17\n   18\nSTATE OF ARIZONA           ]\n                           ] SS.\nCOUNTY OF MARICOPA         ]\n\n         The foregoing instrument was acknowledged before me on           , 1998\nby         ,         of Franchise Finance Corporation of America, a Delaware\ncorporation, on behalf of the corporation.\n\n\n                                               ---------------------------------\n                                               Notary Public\n\nMy Commission Expires:\n\n\n---------------------------------\n\n\n\nSTATE OF ARIZONA           ]\n                           ] SS.\nCOUNTY OF MARICOPA         ]\n\n         The foregoing instrument was acknowledged before me on June 29 , 1998\nby Robert Vivian , CFO of P. F. Chang's China Bistro, Inc., a Delaware\ncorporation, on behalf of the corporation.\n\n                                               \/s\/ Kim Kuharske\n                                               ---------------------------------\n                                               Notary Public\n\nMy Commission Expires:\n\n        7\/25\/99\n---------------------------------\n\n\n                                       18\n   19\n                      AMENDED AND RESTATED PROMISSORY NOTE\n\n\n                                                       Dated as of June 29, 1998\n$20,000,000.00                                               Scottsdale, Arizona\n\n\n         THIS AMENDED AND RESTATED PROMISSORY NOTE (this \"Note\") executed by\nP.F. CHANG'S CHINA BISTRO, INC., a Delaware corporation (\"Debtor\"), amends and\nrestates that certain Promissory Note dated as of October , 1997 in the\nprincipal amount of $10,000,000.00, payable to FRANCHISE FINANCE CORPORATION OF\nAMERICA, a Delaware corporation (\"FFCA\").\n\n         Debtor, for value received, hereby promises to pay to FFCA, whose\naddress is 17207 North Perimeter Drive, Scottsdale, Arizona 85255, or order, on\nor before the Maturity Date (as defined below), the principal sum of TWENTY\nMILLION AND NO\/100 DOLLARS ($20,000,000.00), or such much thereof as may be\noutstanding from time to time, in accordance with that certain Amended and\nRestated Revolving Line of Credit Loan Agreement dated as of the date of this\nNote between Debtor and FFCA, as such agreement may be amended from time to time\n(the \"Loan Agreement\").\n\n         Initially capitalized terms which are not otherwise defined in this\nNote shall have the meanings set forth in the Loan Agreement. The following\nterms shall have the following meanings for all purposes of this Note:\n\n                  \"Applicable Margin\" means an annual percentage equal to 3.50%.\n\n                  \"Adjustable Rate\" means an annual interest rate equal to the\n         sum of the Adjustable Rate Basis plus the Applicable Margin.\n\n                  \"Adjustable Rate Basis\" means, for any Interest Period, the\n         annual interest rate (rounded upwards, if necessary, to the nearest\n         1\/100th of one percent) appearing on Telerate Page 3750 (or any\n         successor page) as the London interbank offered rate for deposits in\n         dollars at approximately 11:000 a.m. (London time) on the Adjustable\n         Rate Reset Date for a term comparable to such Interest Period. If for\n         any reasons such rate is not available, the term \"Adjustable Rate\n         Basis\" shall mean, for any Interest Period, the annual interest rate\n         (rounded upwards, if necessary, to the nearest 1\/100th of one percent)\n         appearing on Reuters Screen LIBO Page as the London interbank offered\n         rate for deposits in dollars at approximately 11:00 a.m. (London time)\n         on the Adjustable Rate Reset Date for a term comparable to such\n         Interest Period provided, however, if more than one rate is specified\n         on the Reuters Screen LIBO Page, the applicable rate shall be the\n         arithmetic mean of all such rates. Notwithstanding the provisions of\n         the foregoing two sentences, if, the annual interest rate charge to\n         FFCA under its then existing LIBOR based credit facility (the \"FFCA\n         Credit Facility\") is determined by a methodology other than as\n         described in such sentences, the Adjustable Rate Basis shall be\n         determined in accordance with the methodology for determining the\n         annual interest rate under the FFCA Credit Facility.\n   20\n                  \"Adjustable Rate Reset Date\" means the fifteenth day of each\n         calendar month, or the next succeeding Business Day if such day is not\n         a Business Day, prior to the next Interest Period.\n\n                  \"Business Day\" means any day on which FFCA is open for\n         business in the State of Arizona, other than a Saturday, Sunday or a\n         legal holiday.\n\n                  \"Interest Period\" means (i) initially, the period beginning on\n         the date of this Note and ending on the last day of the calendar month\n         in which such date occurs, and (ii) thereafter, the period beginning on\n         the first day of the calendar month and ending on the last day of such\n         calendar month.\n\n                  \"Maturity Date\" means July 1  , 1999.\n\n         Debtor shall pay FFCA interest on the outstanding principal amount of\nthis Note at the Adjustable Rate, on the basis of a 360-day year for the actual\nnumber of days elapsed, in arrears. Commencing on August 1 , 1998, and on the\nfirst day of each calendar month thereafter until the Maturity Date, Debtor\nshall pay FFCA interest which has accrued at the Adjustable Rate on the\noutstanding principal balance of this Note during the preceding Interest Period.\nFFCA shall notify Debtor in writing on or before the twenty-fifth day of each\ncalendar month during the term of this Note of FFCA's determination of the\ninterest payable on the first day of the next succeeding calendar month. All\noutstanding principal and unpaid accrued interest shall be paid on the Maturity\nDate.\n\n         Each payment hereunder shall be applied first to any past due payments\nunder this Note (including payment of all Costs (as herein defined)), then to\naccrued interest at the Adjustable Rate, and the balance, after the payment of\nsuch accrued interest, if any, shall be applied to the unpaid principal balance\nof this Note; provided, however, each payment hereunder while an Event of\nDefault under this Note has occurred and is continuing shall be applied as FFCA\nin its sole discretion may determine.\n\n         Upon execution of this Note, Debtor shall establish arrangements\nwhereby all payments hereunder are transferred by wire or other means directly\nfrom Debtor's bank account to such account as FFCA may designate or as FFCA may\notherwise designate.\n\n         Debtor may prepay this Note as provided in the Loan Agreement.\n\n         An \"Event of Default\" shall be deemed to have occurred under this Note\nif any principal, interest or other monetary sum due under this Note is not paid\nwithin five days from the date when due and FFCA shall have given notice of such\nfailure to Debtor and such failure shall not have been cured by Debtor within\nfive days from the delivery of such notice. Upon the occurrence of (i) an Event\nof Default under this Note or (ii) an Event of Default or an Acceleration Event\nunder any of the other Loan Documents, then, in any of such events, time being\nof the essence hereof, FFCA may declare the entire unpaid principal balance of\nthis Note, accrued interest, if any, and all other sums due under this Note, the\nother Loan Documents and\n\n\n                                       2\n   21\nany other document further securing this Note, due and payable at once without\nwritten notice to Debtor.\n\n         All past-due principal and\/or interest shall bear interest at the\nlesser of the highest rate for which the undersigned may legally contract or the\nrate of 18% per annum (the \"Default Rate\"), and such Default Rate shall continue\nto apply following a judgment in favor of FFCA under this Note. If Debtor fails\nto make any payment or installment due under this Note within five days of its\ndue date, Debtor shall pay to FFCA in addition to any other sum due FFCA under\nthis Note or any other Loan Document a late charge equal to 10% of such past-due\npayment or installment.\n\n         All payments of principal and interest due hereunder shall be made (i)\nwithout deduction of any present and future taxes, levies, imposts, deductions,\ncharges or withholdings, which amounts shall be paid by Debtor, and (ii) without\nany other right of abatement, reduction, setoff, defense, counterclaim,\ninterruption, deferment or recoupment for any reason whatsoever. Debtor will pay\nthe amounts necessary such that the gross amount of the principal and interest\nreceived by FFCA is not less than that required by this Note.\n\n         No delay or omission on the part of FFCA in exercising any remedy,\nright or option under this Note shall operate as a waiver of such remedy, right\nor option. In any event, a waiver on any one occasion shall not be construed as\na waiver or bar to any such remedy, right or option on a future occasion.\n\n         Debtor hereby waives presentment, demand for payment, notice of\ndishonor, notice of protest, and protest, and except as otherwise provided in\nthe Loan Documents, all other notices or demands in connection with delivery,\nacceptance, performance, default or endorsement of this Note.\n\n         All notices, consents, approvals or other instruments required or\npermitted to be given by either party pursuant to this Note shall be in writing\nand given by (i) hand delivery, (ii) facsimile, (iii) express overnight delivery\nservice or (iv) certified or registered mail, return receipt requested, and\nshall be deemed to have been delivered upon (a) receipt, if hand delivered, (b)\ntransmission, if delivered by facsimile (and if a copy of such notice is also\nmailed by certified or registered mail, return receipt requested, and deposited\nwith the U.S. Postal Service no later than the first business day after the\nnotice was transmitted by facsimile), (c) the next business day, following the\ndate of deposit with the delivery service, if delivered by express overnight\ndelivery service, or (d) the third business day following the day of deposit of\nsuch notice with the United States Postal Service, if sent by certified or\nregistered mail, return receipt requested. Notices shall be provided to the\nparties and addresses (or facsimile numbers, as applicable) specified below:\n\n                  If to Debtor:         P. F. Chang's China Bistro, Inc.\n                                        5090 North 40th Street, Suite 160\n                                        2201 East Camelback Road\n                                        Phoenix, AZ  85018\n                                        Attention: Mr. Robert T. Vivian\n                                        Telephone: (602) 957-8986\n                                        Telecopy:  (602) 957-8998\n\n\n                                       3\n   22\n                  With a copy to:       Kenneth Van Winkle, Jr., Esq.\n                                        Lewis and Roca LLP\n                                        40 North Central Avenue\n                                        Phoenix, AZ  85004-4429\n                                        Telephone:  (602) 262-5311\n                                        Telecopy:   (602) 262-5747\n\n                  If to FFCA:           Dennis L. Ruben, Esq.\n                                        Executive Vice President and General\n                                        Counsel\n                                        Franchise Finance Corporation of America\n                                        17207 North Perimeter Drive\n                                        Scottsdale, AZ 85255\n                                        Telephone: (602) 585-4500\n                                        Telecopy:  (602) 585-2226\n\nor to such other address or such other person as either party may from time to\ntime hereafter specify to the other party in a notice delivered in the manner\nprovided above.\n\n         Should any indebtedness represented by this Note be collected at law or\nin equity, or in bankruptcy or other proceedings, or should this Note be placed\nin the hands of attorneys for collection after default, Debtor shall pay, in\naddition to the principal and interest due and payable hereon, all costs of\ncollecting or attempting to collect this Note (the \"Costs\"), including\nreasonable attorneys' fees and expenses of FFCA (including those fees and\nexpenses incurred in connection with any appeal and those of FFCA's in-house\ncounsel) whether or not a judicial action is commenced by FFCA.\n\n         This Note may not be amended or modified except by a written agreement\nduly executed by Debtor and FFCA. In case any one or more of the provisions\ncontained in this Note shall be held to be invalid, illegal or unenforceable in\nany respect, such invalidity, illegality or unenforceability shall not affect\nany other provision of this Note, and this Note shall be construed as if such\nprovision had never been contained herein or therein.\n\n         Notwithstanding anything to the contrary contained in any of the Loan\nDocuments, the obligations of Debtor to FFCA under this Note and any other Loan\nDocuments are subject to the limitation that payments of interest and late\ncharges to FFCA shall not be required to the extent that receipt of any such\npayment by FFCA would be contrary to provisions of applicable law limiting the\nmaximum rate of interest that may be charged or collected by FFCA. The portion\nof any such payment received by FFCA that is in excess of the maximum interest\npermitted by such provisions of law shall be credited to the principal balance\nof this Note or if such excess portion exceeds the outstanding principal balance\nof this Note, then such excess portion shall be refunded to Debtor. All interest\npaid or agreed to be paid to FFCA shall, to the extent permitted by applicable\nlaw, be amortized, prorated, allocated and\/or spread throughout the full term of\nthis Note (including, without limitation, the period of any renewal or extension\nthereof) so that interest for such full term shall not exceed the maximum amount\npermitted by applicable law.\n\n\n                                       4\n   23\n         It is the intent of the parties hereto that the business relationship\ncreated by this Note and the other Loan Documents is solely that of creditor and\ndebtor and has been entered into by both parties in reliance upon the economic\nand legal bargains contained in the Loan Documents. None of the agreements\ncontained in the Loan Documents, is intended, nor shall the same be deemed or\nconstrued, to create a partnership between FFCA and Debtor, to make them joint\nventurers, to make Debtor an agent, legal representative, partner, subsidiary or\nemployee of FFCA, nor to make FFCA in any way responsible for the debts,\nobligations or losses of Debtor.\n\n         FFCA, by accepting this Note, and Debtor acknowledge and warrant to\neach other that each has been represented by independent counsel and Debtor has\nexecuted this Note after being fully advised by said counsel as to its effect\nand significance. This Note shall be interpreted and construed in a fair and\nimpartial manner without regard to such factors as the party which prepared the\ninstrument, the relative bargaining powers of the parties or the domicile of any\nparty.\n\n         Debtor acknowledges that this Note was substantially negotiated in the\nState of Arizona, the Note was executed and delivered in the State of Arizona,\nall payments under this Note will be delivered in the State of Arizona and there\nare substantial contacts between the parties and the transactions contemplated\nherein and the State of Arizona. For purposes of any action or proceeding\narising out of this Note, the parties hereto expressly submit to the\njurisdiction of all federal and state courts located in the State of Arizona.\nDebtor consents that it may be served with any process or paper by registered\nmail or by personal service within or without the State of Arizona in accordance\nwith applicable law. Furthermore, Debtor waives and agrees not to assert in any\nsuch action, suit or proceeding that it is not personally subject to the\njurisdiction of such courts, that the action, suit or proceeding is brought in\nan inconvenient forum or that venue of the action, suit or proceeding is\nimproper. It is the intent of Debtor and FFCA that all provisions of this Note\nshall be governed by and construed under the laws of the State of Arizona.\nNothing contained in this paragraph shall limit or restrict the right of FFCA to\ncommence any proceeding in the federal or state courts located in any state in\nwhich FFCA deems such proceeding necessary or advisable to exercise remedies\navailable under the Loan Documents.\n\n         FFCA, BY ACCEPTING THIS NOTE, AND DEBTOR HEREBY KNOWINGLY, VOLUNTARILY\nAND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH\nRESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR\nCOUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER OR ITS\nSUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS\nNOTE, THE RELATIONSHIP OF FFCA AND DEBTOR AND\/OR ANY CLAIM FOR INJURY OR DAMAGE,\nOR ANY EMERGENCY OR STATUTORY REMEDY. THIS WAIVER BY THE PARTIES HERETO OF ANY\nRIGHT EITHER MAY HAVE TO A TRIAL BY JURY HAS BEEN NEGOTIATED AND IS AN ESSENTIAL\nASPECT OF THEIR BARGAIN. FURTHERMORE, DEBTOR HEREBY KNOWINGLY, VOLUNTARILY AND\nINTENTIONALLY WAIVES THE RIGHT IT MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL,\nSPECIAL AND INDIRECT DAMAGES FROM FFCA WITH RESPECT TO ANY AND ALL ISSUES\nPRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY DEBTOR\nAGAINST FFCA OR ITS SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN\nCONNECTION WITH THIS\n\n\n                                       5\n   24\nNOTE OR ANY DOCUMENT CONTEMPLATED HEREIN OR RELATED HERETO. THE WAIVER BY DEBTOR\nOF ANY RIGHT IT MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT\nDAMAGES HAS BEEN NEGOTIATED BY THE PARTIES HERETO AND IS AN ESSENTIAL ASPECT OF\nTHEIR BARGAIN.\n\n         This obligation shall bind Debtor and its successors and assigns, and\nthe benefits hereof shall inure to FFCA and its successors and assigns. FFCA may\nassign its rights under this Note as set forth in the Loan Agreement.\n\n\n                                       6\n   25\n         IN WITNESS WHEREOF, Debtor has executed and delivered this Note\neffective as of the date first set forth above.\n\n                                           P. F. CHANG'S CHINA BISTRO, INC., a\n                                           Delaware corporation\n\n\n                                           By \/s\/ Robert Vivian\n                                             -----------------------------------\n                                           Printed Name Robert Vivian\n                                                       -------------------------\n                                           Title CFO\n                                                --------------------------------\n\n\n                                       7\n   26\n                               SECURITY AGREEMENT\n\n\n         THIS SECURITY AGREEMENT (this \"Agreement\") is made and entered into as\nof June 29, 1998 by and between P.F. CHANG'S CHINA BISTRO, INC., a Delaware\ncorporation (\"Debtor\"), whose principal place of business is located at 5090\nNorth 40th Street, Suite 160, Phoenix, Arizona 85015, and FRANCHISE FINANCE\nCORPORATION OF AMERICA, a Delaware corporation (\"FFCA\"), whose address is 17207\nNorth Perimeter Drive, Scottsdale, Arizona 85255.\n\n                             PRELIMINARY STATEMENT:\n\n         FFCA has agreed to make the Loan to Debtor. To secure the Loan, Debtor\nhas agreed to grant FFCA a security interest in the Collateral on the terms and\nconditions set forth in this Agreement. Capitalized terms not defined herein\nshall have the respective meanings set forth in that certain Amended and\nRestated Revolving Line of Credit Loan Agreement dated as of the date hereof\nbetween Debtor and FFCA.\n\n         NOW, THEREFORE, for and in consideration of the mutual covenants and\npromises hereinafter set forth, FFCA and Debtor agree as follows:\n\n         1.       DEBTOR'S OBLIGATION; SECURITY INTEREST CREATED. FFCA has\nagreed to advance to Debtor the Loan, as evidenced by the execution and delivery\nof the Note to FFCA, and Debtor shall pay other sums advanced or expended by\nFFCA pursuant to the terms of the Loan Documents, and perform all other terms\nand conditions of Debtor set forth in the Loan Documents (collectively, the\n\"Obligations\"). To secure the payment of the Obligations, Debtor hereby grants\nto FFCA a security interest in its general partnership or membership interests\nin the Companies identified on Exhibit A attached hereto (the \"Collateral\").\n\n         2.       DEFAULT. Any action or event which would constitute an Event\nof Default (a \"Default\") and shall permit FFCA to exercise and pursue the\nremedies specified in Section 3 below.\n\n         3.       REMEDIES FOR DEFAULT. In the event that Debtor is, or is\ndeemed to be, in Default hereunder, FFCA shall have all rights and remedies of a\nsecured party in, to and against the Collateral granted by the Uniform\nCommercial Code in the State of Arizona and otherwise available at law or in\nequity, including, without limitation: (i) the right to declare all payments due\nunder the Loan Documents immediately due and payable and the right to recover\nall fees and expenses (including reasonable attorney fees) in connection with\nthe collection or enforcement thereof, which fees and expenses shall constitute\nadditional Obligations of Debtor hereunder; (ii) the right to act as, and Debtor\nhereby constitutes and appoints FFCA, Debtor's true, lawful and irrevocable\nattorney-in-fact (which appointment shall be deemed coupled with an interest) to\ndemand, receive and enforce payments and to give receipts, releases,\nsatisfaction for and to sue for moneys payable to Debtor under or with respect\nto any of the Collateral under this Agreement, and actions taken pursuant to\nthis appointment may be taken either in the name of\n   27\nDebtor or in the name of FFCA with the same force and effect as if this\nappointment had not been made; (iii) the right to take immediate and exclusive\npossession of the Collateral, or any part thereof; (iv) the right to hold,\nmaintain, preserve and prepare the Collateral for sale, until disposed of; (v)\nthe right to dispose of the Collateral; (vi) the right to require Debtor to\nassemble and package the Collateral and make it available to FFCA for its\npossession at a place to be designated by FFCA which is reasonably convenient to\nthe FFCA; (vii) the right to sell, hold or otherwise dispose of all or any part\nof the Collateral; (viii) the right to sue for specific performance of any\nobligation under the Loan Documents or to recover damages for breach thereof;\n(ix) the right at any time to amend or terminate the Management Agreements\nand\/or the Joint Venture Agreements; (x) the right to receive all cash\ndistributions or payments payable in respect of the Collateral; and (xi) the\nright to exercise or cause to be exercised all voting rights and partnership or\nlimited liability company, as applicable, powers in respect of the Collateral.\nThe remedies of FFCA hereunder are cumulative and the exercise of any one or\nmore of the remedies provided for herein or under the Uniform Commercial Code or\nother applicable law shall not be construed as a waiver of any of the other\nremedies of FFCA so long as any part of the Obligations secured hereby remains\nunsatisfied. FFCA shall be entitled to receive on demand, as additional\nObligations hereunder, interest at the lower of 18% per annum or the highest\nrate permitted by applicable law on all amounts not paid when due under the Note\nor this Agreement, for the period such amounts are overdue. FFCA shall have no\nduty to mitigate any loss to the Debtor occasioned by enforcement of any remedy\nhereunder and shall have no duty of any kind to any subordinated creditor of\nDebtor.\n\n         4.       APPLICATION OF PROCEEDS. Should FFCA exercise the rights and\nremedies specified in Section 3 hereof, any proceeds received thereby shall be\nfirst applied to pay the costs and expenses, including reasonable attorneys'\nfees, incurred by FFCA as a result of Debtor's Default. The remainder of any\nproceeds, net of FFCA's costs and expenses, shall be applied to the satisfaction\nof the Obligations and, so long as Debtor is not in Default hereunder, any\nexcess shall be paid over to Debtor. If Debtor is in Default hereunder, any\nexcess may be held by FFCA for a reasonable time and either applied to the\nObligations or paid over to Debtor.\n\n         5.       APPLICABLE LAW. Debtor acknowledges that this Agreement was\nsubstantially negotiated in the State of Arizona, the executed Agreement was\ndelivered in the State of Arizona, all payments under the Loan Documents will be\ndelivered in the State of Arizona and there are substantial contacts between the\nparties and the transactions contemplated herein and the State of Arizona. For\npurposes of any action or proceeding arising out of this Agreement, the parties\nhereto expressly submit to the jurisdiction of all federal and state courts\nlocated in the State of Arizona. Debtor consents that it may be served with any\nprocess or paper by registered mail or by personal service within or without the\nState of Arizona in accordance with applicable law. Furthermore, Debtor waives\nand agrees not to assert in any such action, suit or proceeding that it is not\npersonally subject to the jurisdiction of such courts, that the action, suit or\nproceeding is brought in an inconvenient forum or that venue of the action, suit\nor proceeding is improper. It is the intent of the parties hereto that all\nprovisions of this Agreement shall be governed by and construed in accordance\nwith the laws of the State of Arizona. To the extent that a court of competent\njurisdiction finds Arizona law inapplicable with respect to any\n\n\n                                       2\n   28\nprovisions hereof, then, as to those provisions only, the laws of the state\nwhere the Collateral is located shall be deemed to apply. Nothing contained in\nthis paragraph shall limit or restrict the right of FFCA to commence any\nproceeding in the federal or state courts located in the state in which the\nCollateral is located to the extent FFCA deems such proceeding necessary or\nadvisable to exercise remedies available under the Loan Documents.\n\n         6.       NONASSIGNABILITY. This Agreement may not by assigned by Debtor\nwithout the consent of FFCA. However, FFCA may assign its rights under this\nAgreement to any third party without the prior consent of Debtor.\n\n         7.       POSSESSION. Until a Default occurs, Debtor may retain\npossession of the Collateral, shall be entitled to all distributions as a result\nof its interests in the Companies and may use it in any lawful manner not\ninconsistent with this Agreement, with the provisions of any policies of\ninsurance thereon or the other Loan Documents.\n\n         8.       WAIVER. No Default hereunder by Debtor shall be deemed to have\nbeen waived by FFCA except by a writing to that effect signed by FFCA and no\nwaiver of any Default shall operate as a waiver of any other Default on a future\noccasion. No modification, rescission, waiver, release or amendment of any\nprovision of this Agreement shall be made except by a written agreement signed\nby Debtor and FFCA.\n\n         9.       SEVERABILITY. In case any one or more of the provisions\ncontained herein or in the Note shall be held to be invalid, illegal or\nunenforceable in any respect, such invalidity, illegality or unenforceability\nshall not affect any other provision hereof, and this Agreement shall be\nconstrued as if such provision had never been contained herein or therein.\n\n         10.      NOTICES; AMENDMENTS; WAIVERS. All notices, demands,\ndesignations, certificates, requests, offers, consents, approvals, appointments\nand other instruments given pursuant to this Agreement (collectively called\n\"Notices\") shall be in writing and given by (i) hand delivery, (ii) facsimile,\n(iii) express overnight delivery service or (iv) certified or registered mail,\nreturn receipt requested, and shall be deemed to have been delivered upon (a)\nreceipt, if hand delivered, (b) transmission, if delivered by facsimile, (c) the\nnext business day, if delivered by express overnight delivery service, or (d)\nthe third business day following the day of deposit of such notice with the\nUnited States Postal Service, if sent by certified or registered mail, return\nreceipt requested. Notices shall be provided to the parties and addresses (or\nfacsimile numbers, as applicable) specified below:\n\n                  If to Debtor:        P. F. Chang's China Bistro, Inc.\n                                       5090 North 40th Street, Suite 160\n                                       Phoenix, AZ  85018\n                                       Attention: Mr. Robert T. Vivian\n                                       Telephone:        (602) 957-8986\n                                       Telecopy:         (602) 957-8998\n\n\n                                       3\n   29\n                  With a copy to:      Kenneth Van Winkle, Jr., Esq.\n                                       Lewis and Roca LLP\n                                       40 North Central Avenue\n                                       Phoenix, AZ  85004-4429\n                                       Telephone:        (602) 262-5357\n                                       Telecopy:         (602) 262-5747\n\n                  If to FFCA:          Dennis L. Ruben, Esq.\n                                       Senior Vice President and General Counsel\n                                       Franchise Finance Corporation of America\n                                       17207 North Perimeter Drive\n                                       Scottsdale, AZ  85255\n                                       Telephone: (602) 585-4500\n                                       Telecopy:  (602) 585-2226\n\nor to such other address or such other person as either party may from time to\ntime hereafter specify to the other party in a notice delivered in the manner\nprovided above. Whenever in this Agreement the giving of Notice is required, the\ngiving thereof may be waived in writing at any time by the person or persons\nentitled to receive such Notice.\n\n         11.      COUNTERPARTS. This Agreement may be executed in any number of\ncounterparts and each thereof shall be deemed to be an original, and all such\ncounterparts shall constitute but one and the same instrument.\n\n         12.      HEADINGS. The headings appearing in this Agreement have been\ninserted for convenient reference only and shall not modify, define, limit or\nexpand the express provisions of this Agreement.\n\n         13.      CHARACTERIZATION; INTERPRETATION. It is the intent of the\nparties hereto that the business relationship created by the Note, this\nAgreement and the other Loan Documents is solely that of creditor and debtor and\nhas been entered into by both parties in reliance upon the economic and legal\nbargains contained in the Loan Documents. None of the agreements contained in\nthe Loan Documents is intended, nor shall the same be deemed or construed, to\ncreate a partnership between FFCA and Debtor, to make them joint venturers, to\nmake Debtor an agent, legal representative, partner, subsidiary or employee of\nFFCA, nor to make FFCA in any way responsible for the debts, obligations or\nlosses of Debtor.\n\n         FFCA and Debtor acknowledge and warrant to each other that each has\nbeen represented by independent counsel and has executed this Agreement after\nbeing fully advised by said counsel as to its effect and significance. This\nAgreement shall be interpreted and construed in a fair and impartial manner\nwithout regard to such factors as the party, which prepared the instrument, the\nrelative bargaining powers of the parties or the domicile of any party.\n\n         14.      TIME OF THE ESSENCE. Time is of the essence in the performance\nof each and every obligation under this Agreement.\n\n\n                                       4\n   30\n         15.      WAIVER OF JURY TRIAL AND PUNITIVE, CONSEQUENTIAL, SPECIAL AND\nINDIRECT DAMAGES. FFCA AND DEBTOR HEREBY KNOWINGLY, VOLUNTARILY AND\nINTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO\nANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM\nBROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER OR ITS SUCCESSORS WITH\nRESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE\nRELATIONSHIP OF FFCA AND DEBTOR, DEBTOR'S USE OR OCCUPANCY OF THE COLLATERAL,\nAND\/OR ANY CLAIM FOR INJURY OR DAMAGE, OR ANY EMERGENCY OR STATUTORY REMEDY.\nTHIS WAIVER BY THE PARTIES HERETO OF ANY RIGHT EITHER MAY HAVE TO A TRIAL BY\nJURY HAS BEEN NEGOTIATED AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN.\nFURTHERMORE, DEBTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE\nRIGHT IT MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES\nFROM FFCA WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION,\nPROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY DEBTOR AGAINST FFCA OR ITS\nSUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS\nAGREEMENT OR ANY DOCUMENTS CONTEMPLATED HEREIN OR RELATED HERETO. THE WAIVER BY\nDEBTOR OF ANY RIGHT IT MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND\nINDIRECT DAMAGES HAS BEEN NEGOTIATED BY DEBTOR AND FFCA AND IS AN ESSENTIAL\nASPECT OF THEIR BARGAIN.\n\n\n                                       5\n   31\n         IN WITNESS WHEREOF, the parties hereto have executed this Agreement\neffective as of the day and year first above written.\n\n                                       DEBTOR:\n\n                                       P.F.CHANG'S CHINA BISTRO, INC.,\n                                       a Delaware corporation\n\n\n                                       By \/s\/ Robert Vivian\n                                         ---------------------------------------\n                                       Printed Name Robert Vivian\n                                                   -----------------------------\n                                       Its CFO\n                                          --------------------------------------\n\n\n                                       SECURED PARTY:\n\n                                       FRANCHISE FINANCE CORPORATION OF AMERICA,\n                                       a Delaware corporation\n\n\n                                       By\n                                         ---------------------------------------\n                                       Printed Name\n                                                   -----------------------------\n                                       Title\n                                            ------------------------------------\n\n\n                                       6\n   32\n                                    EXHIBIT A\n\n                                    COMPANIES\n\n\n         PFCCB NUC LLC, an Arizona limited liability company\n         PFCCB Southeastern LLC, an Arizona limited liability company\n         PFCCB Mid-Atlantic LLC, an Arizona limited liability company\n         PFCCB LouTex Joint Venture, an Arizona general partnership\n         PFCCB Florida Joint Venture, an Arizona general partnership\n   33\n                                    FORM OF\n                           NEGATIVE PLEDGE AGREEMENT\n\n     THIS NEGATIVE PLEDGE AGREEMENT (this \"Agreement\") is made as of June 29,\n1998 by P.F. CHANG'S CHINA BISTRO, INC., a Delaware corporation (\"Debtor\") whose\nprincipal place of business is located at 5090 North 40th Street, Suite 160,\nPhoenix, Arizona 85015 for the benefit of FRANCHISE FINANCE CORPORATION OF\nAMERICA, a Delaware corporation (\"FFCA\"), whose address is 17207 North Perimeter\nDrive, Scottsdale, Arizona 85255.\n\n                             PRELIMINARY STATEMENTS\n\n     Capitalized terms not defined herein shall have the respective meanings\nset forth in that certain Amended and Restated Revolving Line of Credit Loan\nAgreement (the \"Loan Agreement\") dated as of the date hereof between FFCA and\nDebtor. Debtor either holds (i) fee title to the property legally described on\nthe attached Exhibit A (ii) a leasehold interest in the land legally described\non the attached Exhibit A and fee title to the buildings and improvements\nlocated thereon or (iii) a leasehold interest in the real property legally\ndescribed on the attached Exhibit A (in any case, the \"Premises\"). FFCA has\nagreed to make the Loan to Debtor. In consideration of the Loan and as security\nfor the Loan, Debtor has agreed to execute and deliver this Agreement.\n\n                                   AGREEMENT\n\n     1.    NEGATIVE PLEDGE. Debtor agrees that it shall not sell, assign,\nmortgage, grant, bargain, convey, pledge or encumber by deed of trust, security\nagreement or other consensual monetary lien in or on Debtor's interest in the\nPremises or any portion thereof or permit Debtor's interest in the Premises or\nany part thereof to be sold, assigned, mortgaged, granted, bargained, conveyed,\npledged or encumbered by deed of trust, security agreement or other consensual\nmonetary lien without the prior written consent of FFCA, which consent may be\nwithheld in FFCA's sole discretion. Any sale, assignment, mortgage, grant,\nbargain, conveyance, pledge or consensual encumbrance  in breach of the\npreceding sentence shall be null and void, and of no force and effect, and\nshall constitute an \"Event of Default\" under the Loan Agreement. Debtor\nacknowledges that a material inducement to FFCA's willingness to advance the\nLoan is the execution and delivery by Debtor of this Agreement.\n\n     2.    RECORDATION. Debtor agrees that is Agreement will be recorded in the\nreal property records of the county where the Premises is located to provide\nconstructive notice of the terms and conditions of this Agreement; provided,\nhowever, that this Agreement does not encumber or affect any landlord's or\nlessor's interest in the Premises.\n\n     3.    RELEASE. FFCA agrees that at such time as the obligations of Debtor\nunder the Loan Documents are paid and satisfied in full, FFCA shall execute a\nrelease of this Agreement.\n\n     4. MISCELLANEOUS PROVISIONS.\n\n     A. Notices. All notices, consents, approvals or other instruments required\nor permitted to be given by either party pursuant to this Agreement shall be in\nwriting and given by\n   34\n(i) hand delivery, (ii) facsimile, (iii) express overnight delivery service or\n(iv) certified or registered mail, return receipt requested, and shall be\ndeemed to have been delivered upon (a) receipt, if hand delivered, (b)\nelectronic confirmation of transmission, if delivered by facsimile, (c) the\nnext business day, if delivered by express overnight delivery service, or (d)\nthe third business day following the day of deposit of such notice with the\nUnited States Postal Service, if sent by certified or registered mail, return\nreceipt requested. Notices shall be provided to the parties and addresses (or\nfacsimile numbers, as applicable) specified below:\n\n\n\n          If to Debtor:                 P.F. Chang's China Bistro, Inc.\n                                        5090 North 40th Street, Suite 160\n                                        Phoenix, AZ 85018\n                                        Attention: Mr. Robert T. Vivian\n                                        Telephone: (602) 957-8986\n                                        Telecopy: (602) 957-8998\n                                        \n                                        \n                                        \n          With a copy to:               Kenneth Van Winkle, Jr., Esq.\n                                        Lewis and Roca LLP\n                                        40 North Central Avenue\n                                        Phoenix, AZ 85004-4429\n                                        Telephone: (602) 262-5311\n                                        Telecopy: (602) 262-5747\n                                        \n                                        \n                                        \n          If to FFCA:                   Dennis L. Ruben, Esq.\n                                        Executive Vice President and\n                                          General Counsel\n                                        Franchise Finance Corporation of America\n                                        17207 North Perimeter Drive\n                                        Scottsdale, AZ 85255\n                                        Telephone: (602) 585-4500\n                                        Telecopy: (602) 585-2226\n\n\n\n          B. Waiver and Amendment. No provisions of this Agreement shall be\ndeemed waived or amended except by a written instrument unambiguously setting\nforth the matter or amended except by a written instrument unambiguously setting\nforth the matter waived or amended and signed by the party against which\nenforcement of such waiver or amendment is sought. Waiver of any matter shall\nnot be deemed a waiver of the same or any other matter on any future occasion.\n\n\n          C. Captions. Captions are used throughout this Agreement for\nconvenience of reference only and shall not be considered in any manner in the\nconstruction or interpretation hereof.\n\n          D. Severability. The provisions of this Agreement shall be deemed\nseverable. If any part of this Agreement shall be held unenforceable, the\nremainder shall remain in full force and effect, and such unenforceable\nprovision shall be reformed by such court so as to give maximum legal effect to\nthe intention of the parties as expressed therein.\n\n\n                                       2\n\n   35\n\n     E.   Binding Effect. This Agreement shall be binding upon and inure to the\nbenefit of Debtor and FFCA and their respective successors and permitted\nassigns, including, without limitation, any United States trustee, any debtor in\npossession or any trustee appointed from a private panel.\n\n     F.   Forum Selection; Jurisdiction; Venue; Choice of Law. Debtor and FFCA\nacknowledge that this Agreement was substantially negotiated in the State of\nArizona, the Agreement was signed and delivered by Debtor in the State of\nArizona, and there are substantial contacts between the parties and the\ntransactions contemplated herein and the State of Arizona. For purposes of any\naction or proceeding arising out of this Agreement, the parties hereto hereby\nexpressly submit to the jurisdiction of all federal and state courts located in\nthe State of Arizona and Debtor consents that it may be served with any process\nor paper by registered mail or by personal service within or without the State\nof Arizona in accordance with applicable law. Furthermore, Debtor waives and\nagrees not to assert in any such action, suit or proceeding that it is not\npersonally subject to the jurisdiction of such courts, that the action, suit or\nproceeding is brought in an inconvenient forum or that venue of the action, suit\nor proceeding is improper. It is the intent of the parties hereto that all\nprovisions of this Agreement shall be governed by and construed under the laws\nof the State of Arizona. To the extent that a court of competent jurisdiction\nfinds Arizona law inapplicable with respect to any provisions hereof, then, as\nto those provisions only, the laws of the state where the Premises is located\nshall be deemed to apply. Nothing in this Section shall limit or restrict the\nright of FFCA to commence any proceeding in the federal or state courts located\nin the state in which the Premises are located to the extent FFCA deems such\nproceeding necessary or advisable to exercise remedies available under this\nAgreement.\n\n     H.   Waiver of Jury Trial and Punitive, Consequential, Special and\nIndirect Damages. DEBTOR AND FFCA HEREBY KNOWINGLY, VOLUNTARILY AND\nINTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO\nANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM\nBROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER OR ITS SUCCESSORS\nWITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT\nOR ANY DOCUMENT CONTEMPLATED HEREIN OR RELATED HERETO. THIS WAIVER BY THE\nPARTIES HERETO OF ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY HAS BEEN\nNEGOTIATED AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN. FURTHERMORE, DEBTOR\nHEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT IT MAY HAVE TO\nSEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES FROM FFCA WITH\nRESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR\nCOUNTERCLAIM BROUGHT BY DEBTOR AGAINST FFCA OR ITS SUCCESSORS WITH RESPECT TO\nANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY DOCUMENT\nCONTEMPLATED HEREIN OR RELATED HERETO. THE WAIVER BY DEBTOR OF ANY RIGHT IT MAY\nHAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES HAS BEEN\n\n\n                                       3\n   36\n\nNEGOTIATED BY THE PARTIES HERETO AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN.\n\n     I.   Costs.    Debtor shall be responsible for the payment of all\nout-of-pocket costs and expenses incurred by Debtor and FFCA in connection with\nthis Agreement, including, without limitation, reasonable attorneys' fees and\nrecording and filing fees and charges.\n\n\n\n                                       4\n   37\n\nSTATE OF ARIZONA  )\n                  ) SS.\nCOUNTY OF MARICOPA)\n\n     The foregoing instrument was acknowledged before me on June 29, 1998 by\nRobert Vivian, CFO of P.F. Chang's China Bistro, Inc. a Delaware corporation, on\nbehalf of the corporation.\n\n                                        \/s\/ Kim Kuharske\n                                        ----------------------------------\n                                        Notary Public\n\n\n\nMy Commission Expires:\n\n7-25-99\n----------------------\n\n\n                                       6\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7574],"corporate_contracts_industries":[9489],"corporate_contracts_types":[9561,9560],"class_list":["post-41270","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-franchise-finance-corp-of-america","corporate_contracts_industries-real__reits","corporate_contracts_types-finance__credit","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41270","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41270"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41270"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41270"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41270"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}