AGREEMENT AND PLAN OF MERGER Dated as of April 18, 2010 among COLUMBIA LAKE ACQUISITION HOLDINGS, INC., COLUMBIA LAKE ACQUISITION CORP., and CKE RESTAURANTS, INC.Merger Agreement • October 15th, 2010 • Aeroways, LLC • Retail-eating places • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of April 18, 2010 (this “Agreement”), is among Columbia Lake Acquisition Holdings, Inc., a Delaware corporation (“Parent”), Columbia Lake Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and CKE Restaurants, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 8.13.
COLUMBIA LAKE ACQUISITION CORP., as Issuer, and certain Guarantors 11.375% Senior Secured Second Lien Notes due 2018 INDENTURE Dated as of July 12, 2010 WELLS FARGO BANK, NATIONAL ASSOCIATION, as TrusteeIndenture • October 15th, 2010 • Aeroways, LLC • Retail-eating places • New York
INDENTURE dated as of July 12, 2010 among COLUMBIA LAKE ACQUISITION CORP., a Delaware corporation (the “Issuer”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”), and the Guarantors (as defined herein).
CREDIT AGREEMENT Dated as of July 12, 2010 Among COLUMBIA LAKE ACQUISITION HOLDINGS, INC., as Holdings, COLUMBIA LAKE ACQUISITION CORP., (to be merged on the Closing Date with and into CKE Restaurants, Inc.), as Borrower, The Several Lenders from Time...Credit Agreement • October 15th, 2010 • Aeroways, LLC • Retail-eating places • New York
CREDIT AGREEMENT dated as of July 12, 2010 (this “Agreement”), among COLUMBIA LAKE ACQUISITION HOLDINGS, INC., a Delaware corporation (“Holdings”), COLUMBIA LAKE ACQUISITION CORP., a Delaware corporation (“Merger Sub”, with references to the “Borrower” herein being to Merger Sub, prior to the Merger, and to the Company, following the Merger), the Lenders party hereto from time to time, MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent and collateral agent for the Lenders and the other parties party hereto.
REGISTRATION RIGHTS AGREEMENT by and among Columbia Lake Acquisition Corp., CKE Restaurants, Inc. and the Guarantors party hereto, and Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc. and RBC Capital Markets Corporation as Initial...Registration Rights Agreement • October 15th, 2010 • Aeroways, LLC • Retail-eating places • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of July 6, 2010 (as amended, modified or supplemented, the “Purchase Agreement”), among MergerCo and the Initial Purchasers and supplemented as of the date of this Agreement by the joinder agreement to the Purchase Agreement by and among the Company, the Guarantors and the Initial Purchasers for (i) the benefit of the Initial Purchasers and (ii) the benefit of the holders from time to time of the Initial Securities, including the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Securities, MergerCo, the Company and the Guarantors have agreed to cause MergerCo, the Company and the Guarantors to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(i) of the Purchase Agreement.
INTERCREDITOR AGREEMENTIntercreditor Agreement • October 15th, 2010 • Aeroways, LLC • Retail-eating places • New York
THIS INTERCREDITOR AGREEMENT is dated as of July 12, 2010, among MORGAN STANLEY SENIOR FUNDING, INC., as Credit Agreement Agent, each Other First-Priority Lien Obligations Agent from time to time party hereto, each in its capacity as a First Lien Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and each collateral agent for any Future Second Lien Indebtedness from time to time party hereto, each in its capacity as Second Priority Agent.
EMPLOYMENT AGREEMENTEmployment Agreement • October 15th, 2010 • Aeroways, LLC • Retail-eating places • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of July 12, 2010 by and between CKE RESTAURANTS, INC., a Delaware corporation (the “Company”), and THEODORE ABAJIAN (the “Employee”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 15th, 2010 • Aeroways, LLC • Retail-eating places • Delaware
This MANAGEMENT SERVICES AGREEMENT, is dated as of July 12, 2010 (this “Agreement”), among CKE Restaurants, Inc., a Delaware corporation (“CKE”), Columbia Lake Acquisition Holdings, Inc., a Delaware corporation (“Holdings”, and together with CKE, the “Companies”), and Apollo Management VII, L.P., a Delaware limited partnership (together with its affiliates, “Apollo” or the “Manager”).
COLLATERAL AGREEMENT dated and effective as of July 12, 2010 among COLUMBIA LAKE ACQUISITION CORP., (to be merged on the Issue Date with and into CKE Restaurants, Inc.), as Issuer, each Guarantor identified herein, and WELLS FARGO BANK, NATIONAL...Collateral Agreement • October 15th, 2010 • Aeroways, LLC • Retail-eating places • New York
Reference is made to (a) the Indenture dated as of the date hereof (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Initial Indenture”), by and among Merger Sub, the Guarantors (as defined therein) and the Agent and (b) the Supplemental Indenture dated as of the date hereof (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Supplemental Indenture”) by and among CKE, the Guarantors and the Agent. References herein to the “Indenture” shall mean the Initial Indenture prior to the effectiveness of the Supplemental Indenture and the Supplemental Indenture thereafter.
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF APOLLO CKE HOLDINGS, L.P. JULY 15, 2010Limited Partnership Agreement • October 15th, 2010 • Aeroways, LLC • Retail-eating places • Delaware
This LIMITED PARTNERSHIP AGREEMENT of APOLLO CKE HOLDINGS, L.P. (the “Partnership”), is made and entered into as of July 15, 2010, by and among Apollo CKE Holdings GP, LLC, a Delaware limited liability company (“Apollo GP”), as the General Partner, Apollo CKE Investors, L.P., a Delaware limited partnership (the “Apollo Investor”), as a Limited Partner, and the Management Limited Partners, each as a Limited Partner. Capitalized terms used in this Agreement shall have the meanings ascribed to them in Article II.
OPERATING AGREEMENT OF CKE DISTRIBUTION, LLC a California Limited Liability CompanyOperating Agreement • October 15th, 2010 • Aeroways, LLC • Retail-eating places • California
This Operating Agreement is adopted as of February 10,2006 by CKE Restaurants, Inc., a Delaware corporation, the sole member (“Member”) of CKE Distribution, LLC, a California limited liability company. Certain capitalized words used herein have the meanings set forth in Section 2 hereof.
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • October 15th, 2010 • Aeroways, LLC • Retail-eating places • New York
This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of July 12, 2010, among CKE Restaurants, Inc., a Delaware corporation (the “Company”), Aeroways, LLC, a California limited liability company (“Aeroways”), Burger Chef Systems, Inc., a North Carolina corporation (“Burger Chef”), Carl Karcher Enterprises, Inc., a California corporation (“Carl Karcher”), Carl’s Jr. Region VIII, Inc., a Delaware corporation (“Carl’s VIII”), Channel Islands Roasting Company, a California corporation (“Channel Islands”), CKE Distribution, LLC, a California limited liability company (“CKE Distribution”), CKE REIT II, Inc., a Delaware corporation (“CKE REIT”), Flagstar Enterprises, Inc., an Alabama corporation (“Flagstar”), GB Franchise Corporation, a California corporation (“GB Franchise”), Hardee’s Food Systems, Inc., a North Carolina corporation (“Hardee’s”), HED, Inc., a North Carolina corporation (“HED”), Santa Barbara Restaurant Group, Inc., a Delaware corporation (“SBRG”), Sparde
NOTES COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • October 15th, 2010 • Aeroways, LLC • Retail-eating places • New York
Reference is made to (a) the Collateral Agreement, dated as of July 12, 2010 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Collateral Agreement”), by and among Columbia Lake Acquisition Corp., a Delaware corporation (“Merger Sub”; to be merged on the Issue Date with and into CKE Restaurants, Inc., a Delaware corporation (“CKE”), and together with CKE, the “Issuer”), each Note Guarantor listed on Schedule I to the Collateral Agreement and each future Note Guarantor of Issuer that becomes a party thereto (each, a “Note Guarantor”) and the Agent, (b) the Indenture dated as of July 12, 2010 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Initial Indenture”), by and among Merger Sub, the Guarantors (as defined therein) and the Agent and (c) the Supplemental Indenture dated as of July 12, 2010 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Supplemental Indenture”)
NOTES TRADEMARK SECURITY AGREEMENTNotes Trademark Security Agreement • October 15th, 2010 • Aeroways, LLC • Retail-eating places • New York
Reference is made to (a) the Collateral Agreement, dated as of July 12, 2010 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Collateral Agreement”), by and among Columbia Lake Acquisition Corp., a Delaware corporation (“Merger Sub”; to be merged on the Issue Date with and into CKE Restaurants, Inc., a Delaware corporation (“CKE”), and together with CKE, the “Issuer”), each Note Guarantor listed on Schedule I to the Collateral Agreement and each future Note Guarantor of Issuer that becomes a party thereto (each, a “Note Guarantor”) and the Agent, (b) the Indenture dated as of July 12, 2010 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Initial Indenture”), by and among Merger Sub, the Guarantors (as defined therein) and the Agent and (c) the Supplemental Indenture dated as of July 12, 2010 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Supplemental Indenture”)
OPERATING AGREEMENT OF AEROWAYS, LLC a California Limited Liability CompanyOperating Agreement • October 15th, 2010 • Aeroways, LLC • Retail-eating places • California
This Operating Agreement is adopted as of September 20, 2001 by CKE Restaurants, Inc., a Delaware corporation, the sole member (“Member”) of Aeroways, LLC, a California limited liability company. Certain capitalized words used herein have the meanings set forth in Section 2 hereof.
NOTES PATENT SECURITY AGREEMENTPatent Security Agreement • October 15th, 2010 • Aeroways, LLC • Retail-eating places • New York
Reference is made to (a) the Collateral Agreement, dated as of July 12, 2010 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Collateral Agreement”), by and among Columbia Lake Acquisition Corp., a Delaware corporation (“Merger Sub”; to be merged on the Issue Date with and into CKE Restaurants, Inc., a Delaware corporation (“CKE”), and together with CKE, the “Issuer”), each Note Guarantor listed on Schedule I to the Collateral Agreement and each future Note Guarantor of Issuer that becomes a party thereto (each, a “Note Guarantor”) and the Agent, (b) the Indenture dated as of July 12, 2010 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Initial Indenture”), by and among Merger Sub, the Guarantors (as defined therein) and the Agent and (c) the Supplemental Indenture dated as of July 12, 2010 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Supplemental Indenture”)
