AGREEMENT AND PLAN OF MERGER among: WOK PARENT LLC a Delaware limited liability company, WOK ACQUISITION CORP., a Delaware corporation, and a Delaware corporation Dated as of May 1, 2012Agreement and Plan of Merger • May 15th, 2012 • Wok Acquisition Corp. • Retail-eating places • Delaware
This AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of May 1, 2012 (the “Agreement Date”) by and among Wok Parent LLC, a Delaware limited liability company (“Parent”), Wok Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Purchaser”), and P.F. Chang’s China Bistro, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
NONDISCLOSURE AND STANDSTILL AGREEMENTNondisclosure and Standstill Agreement • May 15th, 2012 • Wok Acquisition Corp. • Retail-eating places • Delaware
This Nondisclosure and Standstill Agreement (this “Agreement”) by and between P.F. Chang’s China Bistro, Inc, a Delaware corporation (“Provider”), and Centerbridge Advisors II, LLC (“Recipient”), is dated as of March 2, 2012 (the “Effective Date”). Provider and Recipient shall each be referred to herein individually, as a “Party” and collectively, as the “Parties.”
LIMITED GUARANTEELimited Guarantee • May 15th, 2012 • Wok Acquisition Corp. • Retail-eating places • Delaware
Limited Guarantee, dated as of May 1, 2012 (this “Limited Guarantee”), of Centerbridge Capital Partners II, L.P. (the “Guarantor”), in favor of P.F. Chang’s China Bistro, Inc., a Delaware corporation (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger, by and among Wok Parent LLC, a Delaware limited liability company (“Parent”), Wok Acquisition Corp., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Purchaser”), and the Guaranteed Party, dated as of the date hereof (the “Merger Agreement”). Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.
FIRST AMENDMENT TO NONDISCLOSURE AND STANDSTILL AGREEMENTAnd Standstill Agreement • May 15th, 2012 • Wok Acquisition Corp. • Retail-eating places
This First Amendment (this “Amendment”) to the Nondisclosure and Standstill Agreement, dated as of March 2, 2012 (the “Agreement”), is made as of March 27, 2012, by and between P. F. Chang’s China Bistro, Inc., a Delaware corporation (the “Provider”), and Centerbridge Advisors II, LLC (the “Recipient”). For purposes of this Amendment, capitalized terms shall have the same meaning as those terms defined in the Agreement, unless otherwise provided.
CONFIDENTIAL EXECUTION VERSIONMerger Agreement • May 15th, 2012 • Wok Acquisition Corp. • Retail-eating places • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”) by and among Wok Parent LLC, a Delaware limited liability company (“Parent”), Wok Acquisition Corp., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Purchaser”), and P.F. Chang’s China Bistro, Inc., a Delaware corporation (the “Company”), pursuant to which Purchaser will make a tender offer (as it may be amended from time to time as permitted under the Merger Agreement, the “Offer”) to purchase all the outstanding Shares at the Offer Price, net to the seller thereof in cash, and, regardless of whether or not the Offer is completed, will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the “Merger”), all on the terms and subject to the conditions set forth in the Merger Agreement. Capitalized terms herein used but not defined shall have the meanings ascribed to them in the Merger Agreement. Th
