0001206774-06-000300 Sample Contracts

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 22nd, 2006 • Cheesecake Factory Incorporated • Retail-eating places • California

This Amendment shall be deemed to be a part of and subject to that certain Credit Agreement dated as of December 30, 2003, as it may be amended from time to time, and any and all addenda and riders thereto (collectively the "Agreement"). Unless otherwise defined herein, all terms used in this Amendment shall have the same meanings as in the Agreement. To the extent that any of the terms or provisions of this Amendment conflict with those contained in the Agreement, the terms and provisions contained herein shall control.

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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 22nd, 2006 • Cheesecake Factory Incorporated • Retail-eating places • California

This First Amendment to Employment Agreement (“First Amendment”) is entered into as of December 6, 2005 by and between The Cheesecake Factory Incorporated, a Delaware corporation (the “Company”) and David M. Overton (the “Employee”).

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