FORM OF INDEMNIFICATION AGREEMENT dated as of , between California Pizza Kitchen, Inc., a Delaware corporation (the “Company”) and (“Indemnitee”)Form of Indemnification Agreement • June 20th, 2006 • California Pizza Kitchen Inc • Retail-eating places • Delaware
WHEREAS, the Board of Directors (the “Board”) of the Company has determined that the inability to attract and retain qualified persons as directors and officers is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be adequate certainty of protection through insurance and indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the Company;
75,000,000 June 19, 2006 Los Angeles, CaliforniaCalifornia Pizza Kitchen Inc • June 20th, 2006 • Retail-eating places
FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of Bank of America, N.A. (the “Lender”), on the Maturity Date (as defined in the Credit Agreement referred to below) the principal amount of Seventy Five Million Dollars ($75,000,000), or such lesser principal amount of Loans (as defined in the Credit Agreement referred to below) payable by Borrower to Lender on such Maturity Date under that certain Amended and Restated Credit Agreement dated as of June 30, 2004, as amended, between California Pizza Kitchen, Inc., a Delaware corporation, successor by merger to California Pizza Kitchen, Inc., a California corporation (“Borrower”) and Lender (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined).
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 20th, 2006 • California Pizza Kitchen Inc • Retail-eating places • California
This First Amendment to Amended and Restated Credit Agreement (the “Amendment”) is made as of June 19, 2006, between Bank of America, N. A. (“Bank”) and California Pizza Kitchen, Inc., a Delaware corporation, successor by merger to California Pizza Kitchen, Inc., a California corporation (“Borrower”).
CONSENT AND REAFFIRMATION OF GUARANTYCalifornia Pizza Kitchen Inc • June 20th, 2006 • Retail-eating places
In order to induce Bank of America, N.A. (“Bank”) to enter into that certain First Amendment dated as of June 19, 2006 (the “Amendment”) to that certain Amended and Restated Credit Agreement dated as of June 30, 2004 between the Bank and California Pizza Kitchen, Inc. (“Borrower”), the undersigned (i) consents to said Amendment, (ii) agrees that nothing contained in the Amendment shall diminish, alter, amend or effect the obligations of the undersigned under that certain Master Subsidiary Guaranty dated as of December 15, 2000 (“Guaranty”) in favor of Bank, and (iii) confirms that such Guaranty remains in full force and effect and reaffirms the same.
