8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

March 5, 2008

THE CHEESECAKE FACTORY INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or other jurisdiction
of incorporation) 0-20574 (Commission File Number) 51-0340466 (IRS Employer Identification No.)

26901 Malibu Hills Road

Calabasas Hills, California 91301

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

(818) 871-3000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14.d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On March 5, 2008, The Cheesecake Factory Incorporated (the “Company”) entered into Amendment No. 1 (the “Amendment”) with JPMorgan Chase Bank, as administrative agent, to its five-year $200 million unsecured revolving credit facility, dated as of April 3, 2007 (the “Credit Facility”), by and among the Company and JPMorgan Chase Bank, as administrative agent, Bank of the West, as syndication agent, and Bank of America, Wells Fargo Bank and Rabobank Nederland, as documentation agents.  The Amendment increases the amount of commitment that the Company may request under the Credit Facility by $100 million from $50 million to $150 million, amends the applicable rate under the Credit Facility, and includes customary representations and warranties.   As amended, borrowings under the Credit Facility bear interest at a floating rate based on the London Interbank Offering Rate (LIBOR) plus a spread ranging from 0.750% to 1.000%, depending on our ratio of debt to trailing 12-month earnings before interest, taxes, depreciation, amortization and non-cash stock option expense (“EBITDA”).  In addition, we pay a commitment fee ranging from 0.150% to 0.200%, also depending on our ratio of debt to EBITDA, calculated on the average unused portion of the Credit Facility.  The Company borrowed $100 million of the increased commitment on March 5, 2008 to repurchase shares of its common stock.

The foregoing does not constitute a complete summary of the terms of the Amendment and reference is made to the complete form of the Amendment that is attached as Exhibit 99.1 to this report and is hereby incorporated by reference herein.

SECTION 2 – FINANCIAL INFORMATION

ITEM 2.03CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

On March 5, 2008, the Company became obligated under Amendment No. 1 to its five-year $200 million unsecured revolving credit facility described in Item 1.01 of this Current Report on Form 8-K which description is incorporated by reference herein.

SECTION 8 – OTHER EVENTS

ITEM 8.01  OTHER EVENTS

In a press release dated March 6, 2008, The Cheesecake Factory Incorporated announced that it secured an extension to its revolving credit facility in the amount of $100 million.  As part of its fiscal 2008 business plan, the Company intends to utilize the $100 million, in addition to expected free cash flow, in support of share repurchases of between $150 million and $200 million.

The full text of the press release is attached as Exhibit 99.2 to this report and is hereby incorporated by reference herein.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibits

99.1Amendment No. 1 to Loan Agreement

99.2Press release dated March 6, 2008 entitled, “The Cheesecake Factory Announces $100 Million Extension to Revolving Credit Facility to Support Share Repurchases”

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	March 11, 2008	THE CHEESECAKE FACTORY INCORPORATED
		By:	/s/ MICHAEL J. DIXON
			Michael J. Dixon
			Senior Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit	Description
99.1	Amendment No. 1 to Loan Agreement
99.2	Press release dated March 6, 2008 entitled, “The Cheesecake Factory Announces $100 Million Extension to Revolving Credit Facility to Support Share Repurchases”

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EX-99.1

Exhibit 99.1

AMENDMENT NO. 1

TO LOAN AGREEMENT

AMENDMENT NO. 1, dated as of March 5, 2008 (this “Amendment”) among THE CHEESECAKE FACTORY INCORPORATED, a Delaware corporation (the “Borrower”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”).

WHEREAS, the Borrower, various lenders (the “Lenders”), and the Administrative Agent are parties to a Loan Agreement dated as of April 3, 2007 (the “Loan Agreement”).

WHEREAS, the Borrower has requested that the Lenders agree to certain amendments to the Loan Agreement, and each of the Lenders signatory hereto, which Lenders collectively constitute the Required Lenders referred to in the Loan Agreement, have agreed, subject to the terms and conditions set forth herein, to amend the Loan Agreement as herein provided.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

1.Terms.  All terms used herein shall have the same meanings as in the Loan Agreement unless otherwise defined herein.

2.Amendments.

(a)The chart included in the definition of “Applicable Rate” in Section 1.01 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

APPLICABLE RATE

Debt/EBITDA	Eurodollar Spread		ABR Spread		Unused Fee
> 1.75x	1.000	%	0	%	0.200	%
1.25x < x ≤ 1.75x	0.875	%	0	%	0.175	%
≤ 1.25x	0.750	%	0	%	0.150	%

(b)Section 2.19 of the Loan Agreement is hereby amended by deleting the figure “$50,000,000” from the fourth line thereof and replacing it with the figure “$150,000,000”.

3.Representations and Warranties.  The Borrower represents and warrants to the Administrative Agent and the Lenders that, on and as of the date hereof, and after giving effect to this Amendment:

3.1Authorization.  The execution, delivery and performance by the Borrower of this Amendment has been duly authorized by all necessary action, and this Amendment has been duly executed and delivered by the Borrower.

3.2Binding Obligation.  This Amendment constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by principles of equity.

3.3No Legal Obstacle to Amendment.  The execution, delivery and performance of this Amendment (a) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

3.4Incorporation of Certain Representations.  After giving effect to the terms of this Amendment, the representations and warranties set forth in Article III of the Loan Agreement are true and correct in all respects on and as of the date hereof as though made on and as of the date hereof, except as to such representations made as of an earlier specified date.

3.5Default.  No Default or Event of Default under the Loan Agreement has occurred and is continuing.

4.Conditions, Effectiveness.

4.1Conditions.  This Amendment shall become effective as of the date first written above upon satisfaction of each of the following conditions:

(a)The Administrative Agent shall have received a Consent of Lender in the form of Exhibit B executed by the Required Lenders.

(b)The Administrative Agent shall have received an affirmation letter substantially in the form of Exhibit A from each of the Guarantors.

(c)The Borrower and the Administrative Agent shall have received incremental Commitments under Section 2.19 of the Loan Agreement for at least $75,000,000.

5.Miscellaneous.

5.1Effectiveness of the Loan Agreement and the Notes.  Except as hereby expressly amended, the Loan Agreement and the Notes shall each remain in full force and effect, and are hereby ratified and confirmed in all respects on and as of the date hereof.

5.2Waivers.  This Amendment is limited solely to the matters expressly set forth herein and is specific in time and in intent and does not constitute, nor should it be construed as, a waiver or amendment of any other term or condition, right, power or privilege under the Loan Agreement or under any agreement, contract, indenture, document or instrument mentioned

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therein; nor does it preclude or prejudice any rights of the Administrative Agent or the Lenders thereunder, or any exercise thereof or the exercise of any other right, power or privilege, nor shall it require the Required Lenders to agree to an amendment, waiver or consent for a similar transaction or on a future occasion, nor shall any future waiver of any right, power, privilege or default hereunder, or under any agreement, contract, indenture, document or instrument mentioned in the Loan Agreement, constitute a waiver of any other right, power, privilege or default of the same or of any other term or provision.

5.3Counterparts.  This Amendment may be executed in any number of counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

5.4Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of New York.

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IN WITNESS WHEREOF, the signatories hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written.

BORROWER:	THE CHEESECAKE FACTORY INCORPORATED
	By:
	Name:
	Title:

ADMINISTRATIVE AGENT:	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent
	By:
	Name:
	Title:

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EXHIBIT A

to Amendment No. 1

to Loan Agreement

March 5, 2008

The Guarantors under the
hereinafter-described
Loan Agreement
	Re:	The Cheesecake Factory Incorporated
Gentlemen:

Please refer to (1) the Loan Agreement, dated as of April 3, 2007 (the “Loan Agreement”), by and among The Cheesecake Factory Incorporated, a Delaware corporation (the “Borrower”), the various financial institutions parties thereto (collectively, the “Lenders”), and JPMorgan Chase Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and (2) the Guaranty dated April 3, 2007 from the addressees in favor of the Lenders and the Administrative Agent (the “Guaranty”).  Pursuant to an amendment dated of even date herewith, a copy of which is attached hereto, certain terms of the Loan Agreement were amended.  We hereby request that you (i) acknowledge and reaffirm all of your obligations and undertakings under the Guaranty and (ii) acknowledge and agree that the Guaranty is and shall remain in full force and effect in accordance with the terms thereof.

Please indicate your agreement to the foregoing by signing in the space provided below, and returning the executed copy to the undersigned.

JPMORGAN CHASE BANK, NATIONAL

ASSOCIATION, as Administrative Agent

By:

Name:

Title:

A-1

Acknowledged and Agreed to

as of the date hereof:

THE CHEESECAKE FACTORY

RESTAURANTS, INC.

By:

Name:

Title:

THE CHEESECAKE FACTORY BAKERY

INCORPORATED

By:

Name:

Title:

THE CHEESECAKE FACTORY ASSETS CO. LLC

By:

Name:

Title:

GRAND LUX CAFE, LLC

By:

Name:

Title:

A-2

EXHIBIT B

to Amendment No. 1

to Loan Agreement

CONSENT OF LENDER

Reference is hereby made to the Loan Agreement dated as of April 3, 2007 among The Cheesecake Factory Incorporated, a Delaware corporation (the “Borrower”), the Lenders party thereto and JPMorgan Chase Bank, National Association, as Administrative Agent.

The undersigned Lender hereby consents to the execution and delivery of Amendment No. 1 to the Loan Agreement by the Administrative Agent on its behalf, substantially in the form of the most recent draft thereof presented to the undersigned Lender.

Dated:                             , 2008
	[Name of Institution]
	By:
	Name:
	Title:

B-1

EX-99.2

Exhibit 99.2

PRESS RELEASE

THE CHEESECAKE FACTORY ANNOUNCES

$100 MILLION EXTENSION TO REVOLVING CREDIT FACILITY

TO SUPPORT SHARE REPURCHASES

FOR IMMEDIATE RELEASE	CONTACT:    JILL PETERS
		(818) 871-3000

Calabasas Hills, CA  –  March 6, 2008  –  The Cheesecake Factory Incorporated (NASDAQ: CAKE) today announced that the Company has secured an extension to its revolving credit facility in the amount of $100 million.  As part of its fiscal 2008 business plan, the Company intends to utilize the $100 million, in addition to expected free cash flow, in support of share repurchases of between $150 million and $200 million.

As previously announced, the Company’s Board of Directors approved a ten million share increase in the Company’s share repurchase authorization in February 2008.  As a result, the Company currently has authorization to repurchase up to 17.5 million shares of its common stock.

“We are pleased to have obtained an increase in our credit facility at the high end of our targeted range and at a favorable rate despite tight credit market conditions,” said David Overton, Chairman and CEO.  “We are committed to prudently deploying capital towards earnings per share growth and improved returns on invested capital.  Our share repurchases help to accomplish both of these goals, as well as return capital to shareholders.”

About The Cheesecake Factory Incorporated

The Cheesecake Factory Incorporated created the upscale casual dining segment in 1978 with the introduction of its namesake concept and continues to define it today with the two highest productivity concepts in the industry.  The Company operates 139 restaurants throughout the U.S. under The Cheesecake Factoryâ name with an extensive menu of more than 200 items and fiscal 2007 average annual unit sales of approximately $10.4 million.  Grand Lux Cafeâ, the Company’s second concept, has 13 units in operation across the U.S. offering a broad menu of more than 150 items and average annual unit sales of approximately $12.7 million in fiscal 2007.  The Company also operates two bakery production facilities in Calabasas Hills, CA and Rocky Mount, NC that produce over 60 varieties of quality cheesecakes and other baked products.  Additionally, the Company operates one self-service, limited menu express foodservice operation and licenses two bakery cafe outlets to another foodservice operator.  For more information, please visit thecheesecakefactory.com.

The Cheesecake Factory Incorporated

26901 Malibu Hills Road, Calabasas Hills, CA 91301 • Telephone (818) 871-3000 • Fax (818) 871-3100

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements with respect to the Company’s ability to repurchase its shares.  Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements.  Investors are cautioned that forward-looking statements are not guarantees of future performance and that undue reliance should not be placed on these statements.  In particular, the Company’s expected free cash flow is dependent upon a variety of risks and uncertainties, some of which, such as adverse economic conditions, weather and litigation are beyond the Company’s control.  The share repurchase authorization does not require the Company to purchase a specific number of shares and it may be modified, suspended or terminated at any time.  The timing and number of shares repurchased, if any, pursuant to the share repurchase authorization will be subject to a number of factors, including current market conditions, legal constraints and available cash or other sources of funding.Forward-looking statements speak only as of the dates on which they were made.  Except as may be required by law, the Company undertakes no obligation to update publicly or revise any forward-looking statements or to make any other forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by the securities laws.  Investors are referred to the full discussion of risks and uncertainties associated with forward-looking statements contained in the Company’s filings with the Securities and Exchange Commission.

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