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Exhibit 10.42
AMENDMENT NO. 4
TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
AND
LIMITED WAIVER
This AMENDMENT NO. 4 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
AND LIMITED WAIVER (this "Amendment") is entered into as of April 13, 2001,
among CKE Restaurants, Inc., the Lenders and BNP Paribas, a bank organized under
the laws of France acting through its Chicago branch (as successor in interest
to Paribas), as Agent.
RECITALS
CKE Restaurants, Inc., a Delaware corporation (the "Borrower"), certain
financial institutions (the "Lenders") and Paribas, as agent for the Lenders (in
such capacity, the "Agent") are parties to that certain Third Amended and
Restated Credit Agreement, dated as of November 24, 1999, as amended by that
certain Amendment No.1 to Third Amended and Restated Credit Agreement, dated as
of April 26, 2000, that certain Amendment No. 2 to Third Amended and Restated
Credit Agreement and Limited Waiver, dated as of September 28, 2000 and that
certain Amendment No. 3 to Third Amended and Restated Credit Agreement and
Limited Waiver, dated as of January 29, 2001 (as heretofore amended or otherwise
modified, the "Credit Agreement").
The Borrower has requested that the Agent and the Lenders amend and
grant waivers with respect to certain provisions of the Credit Agreement, all as
more fully described herein.
The Agent and the Lenders have agreed to grant such amendments and
waivers upon the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:
AMENDMENT NO. 4 AND LIMITED WAIVER TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
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Section 1. Definitions. Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings assigned thereto in the Credit
Agreement, as amended hereby.
Section 2. Amendments to the Credit Agreement. Subject to the terms and
conditions set forth herein, the Credit Agreement is hereby amended as follows:
(a) Section 1.1 of the Credit Agreement is hereby amended by:
(i) amending and restating, in its entirety, the definition of
"Applicable Margin" to read as follows:
"Applicable Margin" means a per annum rate of interest equal
to (i) with respect to Eurodollar Loans, 3.75%, (ii) with
respect to Base Rate Loans, 2.25% and (iii) with respect to
the Commitment Fee, .50%; provided, however, that:
(a) (i) if the Borrower and its Subsidiaries have not received
an aggregate amount of Net Sale Proceeds of at least $10
million during the period from January 22, 2001 to February
28, 2001 and used such Net Sale Proceeds to prepay outstanding
Loans and concurrently reduce the Revolving Loan Commitments
pro rata by a corresponding amount, then effective as of 5:00
p.m. (Chicago time) on February 28, 2001, the Applicable
Margin with respect to Eurodollar Loans or Base Rate Loans
shall be increased by 0.25% until the earlier of (x) March 31,
2001 or (y) such time as the aggregate amount of Net Sale
Proceeds received after January 22, 2001 shall be at least
$10 million and such Net Sale Proceeds shall have been applied
to prepay outstanding Loans and concurrently reduce the
Revolving Loan Commitments pro rata by a corresponding amount
and (ii) if the Borrower and its Subsidiaries have not
received an aggregate amount of Net Sale Proceeds of at least
$25 million during the period from January 22, 2001 to March
31, 2001 and used such Net Sale Proceeds to prepay
outstanding Loans and concurrently reduce the Revolving Loan
Commitments pro rata by a corresponding amount, then effective
as of 5:00 p.m.
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(Chicago time) on March 31, 2001, the Applicable Margin with
respect to Eurodollar Loans or Base Rate Loans shall be
increased by 0.50% until the earlier of (x) September 30, 2001
and (y) such time as the aggregate amount of Net Sale Proceeds
received after January 22, 2001 shall be at least $25 million
and such Net Sale Proceeds shall have been applied to prepay
outstanding Loans and concurrently reduce the Revolving Loan
Commitments pro rata by a corresponding amount; provided,
however, that the maximum aggregate increase in the Applicable
Margin under clauses (i) and (ii) of this subsection (a) shall
be 0.50%;
(b) on and after September 30, 2001, (A) if the Borrower and
its Subsidiaries shall have received at least $100 million of
Net Sale Proceeds during the period from April 9, 2001 to
September 30, 2001 and used such Net Sale Proceeds to prepay
outstanding Loans and concurrently permanently reduce the
Revolving Loan Commitments pro rata by a corresponding amount,
the Applicable Margin with respect to Eurodollar Loans shall
be 4.5% and the Applicable Margin with respect to Base Rate
Loans shall be 3.0% and (B) otherwise, the Applicable Margin
with respect to Eurodollar Loans shall be 5.5% and the
Applicable Margin with respect to Base Rate Loans shall be
4.0%; and
(c) at no time shall the Applicable Margin determined pursuant
to this definition be less than (w) 3.75% with respect to
Eurodollar Loans, (x) 2.25% with respect to Base Rate Loans
and (y) .50% with respect to the Commitment Fee.
(iii) amending and restating, in its entirety, the definition of
"Revolving Loan Maturity Date" to read as follows:
"Revolving Loan Maturity Date" shall mean February 1,
2002.
(b) Section 2.2(a) of the Credit Agreement is hereby amended by amending and
restating the second to last sentence of such subsection to read as follows:
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The Revolving Loans of each Lender made on the Second A&R Closing Date
shall be initially made as a Base Rate Loan or a Eurodollar Loan
(subject to the other terms of this Agreement, including without
limitation, Section 2.3 and Section 2.17) and may thereafter be
maintained at the option of the Borrower as a Base Rate Loan or a
Eurodollar Loan, in accordance with the provisions hereof; provided
however, that after 5:00 p.m. (Chicago time) on June 30, 2001 the
Revolving Loans shall be maintained only as Base Rate Loans.
(c) Section 2.3(a) of the Credit Agreement is hereby amended by amending and
restating, in its entirety, the last parenthetical appearing therein to read as
follows:
(provided, that (i) no Eurodollar Loan may be requested or made when
any Default or Event of Default has occurred and is continuing, (ii) no
Eurodollar Loan with an Interest Period that would expire beyond June
30, 2001 may be requested or made and (iii) after 5:00 p.m. (Chicago
time) on June 30, 2001 no Eurodollar Loan may be requested or made
regardless of whether any Default or Event of Default has occurred and
is continuing)
(d) Section 2.7(a) of the Credit Agreement is hereby amended by amending and
restating, in its entirety, clause (iv) of such subsection to read as follows:
(iv) no Interest Period in respect of any Revolving Loan or
any Term Loan shall extend beyond the Revolving Loan Maturity Date or
the Term Loan Maturity Date, as the case may be, or, in any event,
beyond 5:00 p.m. (Chicago time) on June 30, 2001; and
(e) Section 2.9(a) of the Credit Agreement is hereby amended by amending and
restating, in its entirety, the proviso to such subsection to read as follows:
provided that no Loan may be continued as, or converted into, a
Eurodollar Loan (i) when any Default or Event of Default has occurred
and is continuing or (ii) after 5:00 p.m. (Chicago time) on June 30,
2001.
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(f) Section 3.2 of the Credit Agreement is hereby amended by inserting a
parenthetical after the term "Eurodollar Loans" in clause (i) to read as
follows:
(as set forth in the definition of "Applicable Margin" in Section 1.1
notwithstanding the fact that there may be no Eurodollar Loans
outstanding)
(g) Section 6.1 of the Credit Agreement is hereby amended by amending and
restating subsection (l) to read as follows:
(l) Officer's Certificates and Financial Statements relating to Retail
Periods. Within 30 days after the close of each Retail Period of the
Borrower, a certificate of the chief financial officer of the Borrower
which certifies that such officer has reviewed the terms of the Loan
Documents and has made, or caused to be made under his or her
supervision, a review in reason-able detail of the business and
condition of the Borrower and its Subsidiaries during such Retail
Period, and that as a result of such review such officer has concluded
that no Default or Event of Default has occurred during the period
commencing at the beginning of such Retail Period and ending on the
date of such certificate or, if any Default or Event of Default has
occurred, specifying the nature and extent thereof and, if continuing,
the action the Borrower proposes to take in respect thereof. Such
certificate shall set forth the calculations required to establish
whether the Borrower was in compliance with the provisions of Section
7.1(d) during and as at the end of such Retail Period (including,
without limitation, calculations of Consolidated EBITDA, consolidated
depreciation and consolidated amortization of the Borrower and its
Subsidiaries for such Retail Period) and shall be accompanied by
consolidated and consolidating (by business units) statements of income
for the Borrower and its Subsidiaries for such Retail Period and for
the
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elapsed portion of the fiscal year ended with the last day of such
Retail Period. Within 45 days after the close of each Retail Period of
the Borrower (i) consolidated balance sheets of the Borrower and its
Subsidiaries as at the end of such Retail Period and the related
consolidated statements of cash flow for such Retail Period and for the
elapsed portion of the fiscal year ended with the last day of such
Retail Period, (ii) comparative figures for the related periods in the
prior fiscal year for the statement of income required to be delivered
pursuant to this subsection (l) for such Retail Period and (iii)
comparative figures for the corresponding financial results contained
in the budget required to be delivered pursuant to Section 6.1(d) and
prior year for the statement of income.
(h) Section 7.1(d) of the Credit Agreement is hereby amended by amending and
restating, in its entirety, such subsection to read as follows:
(d) Minimum Consolidated EBITDA. The Borrower shall not permit
Adjusted Consolidated EBITDA of the Borrower for the period of four
consecutive fiscal quarters (or, commencing on November 7, 2000, the
period of thirteen consecutive Retail Periods) of the Borrower (taken
as one accounting period) as determined on the last day of each fiscal
quarter (or, commencing on November 7, 2000, the last day of each
Retail Period) of the Borrower ending during each period set forth
below, minus the amount of any EBITDA Adjustments as of the date of
determination, to be less than the amount set forth opposite such
period:
Period Amount
Second A&R Closing Date through November 1, 1999 $200,000,000
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Period Amount
November 2, 1999 through January 31, 2000 $175,000,000
February 1, 2000 through May 22, 2000 $155,000,000
May 23, 2000 through August 14, 2000 $160,000,000
August 15, 2000 through November 6, 2000 $133,000,000
November 7, 2000 through January 29, 2001 $110,000,000
January 30, 2001 through February 26, 2001 $ 92,000,000
February 27, 2001 through March 26, 2001 $ 89,000,000
March 27, 2001 through April 23, 2001 $ 88,000,000
April 24, 2001 through May 21, 2001 $ 81,000,000
May 22, 2001 through June 18, 2001 $ 81,000,000
June 19, 2001 through July 16, 2001 $ 83,000,000
July 17, 2001 through August 13, 2001 $ 76,000,000
August 14, 2001 through September 10, 2001 $ 77,000,000
September 11, 2001 through October 8, 2001 $ 79,000,000
October 9, 2001 through November 15, 2001 $ 81,000,000
November 16, 2001 through December 3, 2001 $ 82,000,000
December 4, 2001 through December 31, 2001 $ 87,000,000
January 1, 2002 through January 28, 2002
and each Retail Period thereafter $ 98,000,000
provided, however, that the amount set forth opposite such period shall
be reduced by the EBITDA Adjustments as of the date of determination
attributable to those Restaurants sold (excluding those sold during the
period from November 2, 1999 through January 31, 2000) pursuant to
which the Net Sale Proceeds from such sales have been applied to
permanently reduce the Commitments of the Lenders on or before the 45
th calendar day following the end of the fiscal quarter in which such
Restaurants were sold.
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(i) Section 7.1(f) of the Credit Agreement is hereby amended by amending and
restating, in its entirety, clause (b) of the last sentence of such subsection
to read as follows:
(b) the Borrower shall not make or incur, and shall not permit any of
its Subsidiaries to make or incur, any Capital Expenditures in excess
of $55,000,000 in the aggregate during the Borrower's fiscal year 2002,
or in excess of $20,000,000 in the aggregate during any one fiscal
quarter of the Borrower's fiscal year 2002.
(j) Section 7.5(a) of the Credit Agreement is hereby amended by amending and
restating, in its entirety, clause (ii) thereof to read as follows:
(ii) the purchase price for such asset shall be paid to the
Borrower or such Subsidiary solely in cash, Cash Equivalents or
non-cash consideration in the form of promissory notes, provided that,
in the case of non-cash consideration received in the form of
promissory notes, (A) such consideration shall not exceed 25% of the
aggregate purchase price for such asset, (B) such promissory notes
shall mature no later than 3 years after the date of issuance, (C) such
promissory notes shall be pledged to the Agent, for the benefit of the
Lenders, pursuant to a pledge agreement in form and substance
satisfactory to the Agent, (D) all payments of principal, interest and
other amounts payable under such promissory notes and that are received
by the Borrower or such Subsidiary shall be applied to prepay the
outstanding Loans in accordance with Section 2.12(a) hereof and (E) the
aggregate principal amount of all promissory notes received as
consideration for all asset sales permitted under this Section 7.5(a)
shall not exceed $50,000,000 at any one time outstanding.
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Section 3. Limited Waiver. Subject to the terms and conditions set forth herein,
(i) the Agent and the Lenders hereby waive any Default or Event of Default
arising solely as a result of the failure of the Borrower to comply with the
terms of Section 7.1(d) of the Credit Agreement for the period commencing on May
23, 2000 and ending on August 14, 2000 and (ii) for the period commencing on
August 14, 2000 and ending on January 31, 2002, the Agent and the Lenders hereby
waive compliance by the Borrower with the requirements of subsections (a), (b),
(c), (e) and (g) of Section 7.1 of the Credit Agreement; provided, however, that
each of the foregoing waivers shall cease to be effective as of 5:00 p.m.
(Chicago time) on January 31, 2002.
Section 4. Acknowledgment and Agreements. (a) By its execution hereof, the
Borrower acknowledges that it did not receive Net Sale Proceeds in the amounts
and for the periods specified in Section 6.13 of the Credit Agreement and that
as a result, pursuant to Section 6.13 of the Credit Agreement, the Borrower is
required to use its best efforts to, and to cause each of its Subsidiaries to
use its best efforts to, promptly execute and deliver to the Agent such security
agreements, pledge agreements, mortgages, leasehold mortgages and other
agreements, instruments, documents and opinions as the Agent shall request, each
in form and substance satisfactory to the Agent, granting to the Agent, for the
benefit of the Lenders, a valid and perfected, first priority security interest
in such assets and property of the Borrower and such Subsidiaries. The Borrower
hereby agrees to perform its obligations under Section 6.13 of the Credit
Agreement as soon as reasonably practicable.
(b) By its execution hereof, the Borrower further agrees to use reasonable
efforts to effect a complete refinancing of the Loans outstanding hereunder as
soon as reasonably practicable with one or more financial institutions, pursuant
to which the Borrower shall prepay the aggregate outstanding principal of all
Loans, together with accrued and unpaid interest thereon and all other amounts
owing hereunder.
(c) By its execution hereof, for the avoidance of doubt, the Borrower
acknowledges and agrees that any and all mortgages, deeds of trust, leasehold
mortgages, leasehold deeds of trust or other similar agreements executed and
delivered by the Borrower or any of its Subsidiaries or affiliates in connection
with the Credit Agreement or any other Loan Documents shall be a "Loan Document"
for the purposes of the Credit Agreement.
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Section 5. Representations and Warranties. The Borrower represents and warrants
to the Agent and the Lenders, as of the date hereof, that after giving effect to
this Amendment:
(a) no Default or Event of Default has occurred and is continuing;
and
(b) all of the representations and warranties of the Borrower and
each other Loan Party contained in the Transaction Documents are true and
correct.
Section 6. Conditions to Effectiveness of this Amendment. Upon satisfaction of
the following conditions precedent, this Amendment shall immediately become
effective as of the date hereof:
(a) The Agent shall have received a counterpart to this Amendment, duly executed
and delivered by the Borrower and each of the Required Lenders;
(b) The Agent shall have received a certificate of a duly authorized officer of
the Borrower certifying as to matters set forth in Section 5 of this Amendment;
and
(c) The Agent shall have received a side letter from the Borrower, duly executed
and delivered by the Borrower and relating to the payment of certain fees in
connection with this amendment.
Section 7. Miscellaneous.
(a) Effect; Ratification. The amendments and waivers set forth herein are
effective solely for the purposes set forth herein and shall be limited
precisely as written, and shall not be deemed to (1) be a consent to any
amendment, waiver or modification of any other term or condition of any
Transaction Document or of any other instrument or agreement referred to
therein, except as set forth herein, or (2) prejudice any right or remedy that
the Agent or any Lender may now have or may have in the future under or in
connection with the Credit Agreement, as amended hereby, or any other instrument
or agreement referred to therein. Each reference in the Credit Agreement to
"this Agreement," "herein," "hereof" and words of like import and each reference
in the other Transaction Documents to the "Credit Agreement" shall mean the
Credit Agreement as amended hereby. For the avoidance of
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doubt, each reference in the Credit Agreement, as amended hereby to "the date
hereof" shall mean and be a reference to November 24, 1999. This Amendment shall
be construed in connection with and as part of the Credit Agreement and all
terms, conditions, representations, warranties, covenants and agreements set
forth in the Credit Agreement and each other instrument or agreement referred to
therein, except as herein amended, are hereby ratified and confirmed and shall
remain in full force and effect.
(b) Expenses and Fees. Notwithstanding anything contained in the Credit
Agreement, as amended hereby, or any other Transaction Document and in addition
to any fees and expenses required to be paid by the Borrower thereunder, the
Borrower agrees to pay all costs, fees and expenses incurred by the Agent in
connection with the preparation, execution and delivery of this Amendment
(including the reasonable fees and expenses of counsel to the Agent).
(c) Counterparts. This Amendment may be executed in any number of counter-parts,
each such counterpart constituting an original and all of which when taken
together shall constitute one and the same instrument.
(d) Severability. Any provision contained in this Amendment that is held to be
inoperative, unenforceable or invalid in any jurisdiction shall, as to that
jurisdiction, be inoperative, unenforceable or invalid without affecting the
operation, enforceability or validity of the remaining provisions of this
Amendment in that jurisdiction or the operation, enforceability or validity of
such provision in any other jurisdiction.
(e) GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS)
OF THE STATE OF ILLINOIS.
[SIGNATURE PAGES FOLLOW]
AMENDMENT NO. 4 AND LIMITED WAIVER TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as
of the date first above written.
CKE RESTAURANTS, INC.
By:_________________________________________
Print Name: Xxxx X. Xxxxxx
Title: Executive Vice President,
Chief Financial Officer
AMENDMENT NO. 4 AND LIMITED WAIVER TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
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BNP PARIBAS (as successor in interest to PARIBAS),
as Agent and as a Lender By:
By:_________________________________________
Print Name: Xxxxx X. Xxxx III
Title: Managing Director
By:_________________________________________
Print Name: Xxxxxxx X. Xxxxxx
Title: Vice President
AMENDMENT NO. 4 AND LIMITED WAIVER TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
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BANK LEUMI USA
By:_________________________________________
Print Name:
Title:
AMENDMENT NO. 4 AND LIMITED WAIVER TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
X-0
00
XXXX XXXXXXX CORPORATION
By:_________________________________________
Print Name:
Title:
By:_________________________________________
Print Name:
Title:
AMENDMENT NO. 4 AND LIMITED WAIVER TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
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WASHINGTON MUTUAL BANK, FA (f/k/a/ BANK UNITED
OF TEXAS FSB)
By:_________________________________________
Print Name:
Title:
AMENDMENT NO. 4 AND LIMITED WAIVER TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
X-0
00
XXXX XXXXXXX CREDITANSTALT
CORPORATE FINANCE, INC.
By:_________________________________________
Print Name:
Title:
By:_________________________________________
Print Name:
Title:
AMENDMENT NO. 4 AND LIMITED WAIVER TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
X-0
00
XXXXXXXX XXXX XX XXXXXX
By:_________________________________________
Print Name:
Title:
By:_________________________________________
Print Name:
Title:
AMENDMENT NO. 4 AND LIMITED WAIVER TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
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CALIFORNIA BANK & TRUST
(f/k/a SUMITOMO BANK OF CALIFORNIA)
By:_________________________________________
Print Name:
Title:
AMENDMENT NO. 4 AND LIMITED WAIVER TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
X-0
00
XXXXXXX XXXX
By:_________________________________________
Print Name:
Title:
AMENDMENT NO. 4 AND LIMITED WAIVER TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
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XXXXX XXX XXXXXXXXXX XXXX, XXX.,
XXX XXXX BRANCH
By:_________________________________________
Print Name:
Title:
AMENDMENT NO. 4 AND LIMITED WAIVER TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
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CREDIT INDUSTRIEL ET COMMERCIAL
(f/k/a COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE)
By:_________________________________________
Print Name:
Title:
AMENDMENT NO. 4 AND LIMITED WAIVER TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
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AMSOUTH BANK
(successor in interest by merger to FIRST
AMERICAN NATIONAL BANK)
By:_________________________________________
Print Name:
Title:
AMENDMENT NO. 4 AND LIMITED WAIVER TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
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FIRST UNION NATIONAL BANK
By:_________________________________________
Print Name:
Title:
AMENDMENT NO. 4 AND LIMITED WAIVER TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
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FIRST BANK & TRUST
By:_________________________________________
Print Name:
Title:
AMENDMENT NO. 4 AND LIMITED WAIVER TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
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FLEET NATIONAL BANK (f/k/a BANKBOSTON, N.A.)
By:_________________________________________
Print Name:
Title:
AMENDMENT NO. 4 AND LIMITED WAIVER TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
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MANUFACTURERS BANK
By:_________________________________________
Print Name:
Title:
AMENDMENT NO. 4 AND LIMITED WAIVER TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
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THE SANWA BANK, LIMITED
By:_________________________________________
Print Name:
Title:
AMENDMENT NO. 4 AND LIMITED WAIVER TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
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SUNTRUST BANK
(f/k/a/ SUNTRUST BANK, NASHVILLE, N.A.)
By:_________________________________________
Print Name:
Title:
AMENDMENT NO. 4 AND LIMITED WAIVER TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
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UMB BANK, N.A.
By:_________________________________________
Print Name:
Title:
AMENDMENT NO. 4 AND LIMITED WAIVER TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
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U.S. BANK NATIONAL ASSOCIATION
By:_________________________________________
Print Name:
Title:
AMENDMENT NO. 4 AND LIMITED WAIVER TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
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XXXXX FARGO BANK
By:_________________________________________
Print Name:
Title:
AMENDMENT NO. 4 AND LIMITED WAIVER TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
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OFFICER'S CERTIFICATE
I,__________________, am the _________________ of CKE Restaurants,
Inc. I execute and deliver this Officer's Certificate dated as of April 13,
2001, on behalf of the Borrower pursuant to Section 6 of the Amendment No. 4 and
Limited Waiver to Third Amended and Restated Credit Agreement (the "Amendment")
by and among CKE Restaurants, Inc. (the "Borrower"), the Lenders party thereto
and Paribas, acting in its capacity as agent for the Lenders (the "Agent").
Capitalized terms used but not defined herein shall the respective meanings
specified in the Amendment.
I hereby certify, on behalf of the Borrower, after giving effect to
the Amendment, that (a) no Default or Event of Default has occurred and is
continuing and (b) all of the representations and warranties of the Borrower and
each other Loan Party contained in the Transaction Documents are true and
correct as of the date hereof.
CKE RESTAURANTS, INC.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
AMENDMENT NO. 4 AND LIMITED WAIVER TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
