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): November 9, 2004

CKE Restaurants, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-11313	33-0602639
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
6307 Carpinteria Ave., Ste. A, Carpinteria, California		93013
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (805)745-7500

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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On November 9, 2004, CKE Restaurants, Inc., entered into an amendment of its existing senior credit facility to reduce the interest rate on both the term and revolving credit facilities, including the letter of credit sub-facility, thereunder by 0.25%. The amendment is effective as of November 4, 2004.

Item 7.01. Regulation FD Disclosure.

On November 10, 2004, CKE Restaurants, Inc. issued a press release announcing the credit facility amendment described under Item 1.01 above. The press release is attached hereto as Exhibit 99.1. Exhibit 99.1 shall be deemed to be "furnished" in accordance with SEC release numbers 33-8216 and 34-47583.

Item 9.01. Financial Statements and Exhibits.

The following exhibits are included herewith:

Exhibit 10.1 Amendment No. 1 to Sixth Amended and Restated Credit Agreement, dated as of November 4, 2004, by and among the Registrant, BNP Paribas, a bank organized under the laws of France acting through its Chicago branch, as agent, and the lenders party to the Sixth Amended and Restated Credit Agreement, dated as of June 2, 2004, by and among those parties.

Exhibit 99.1 Press Releases, dated November 10, 2004, issued by CKE Restaurants, Inc.

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.

	CKE Restaurants, Inc.
November 10, 2004	By:	/s/ Theodore Abajian
		Name: Theodore Abajian
		Title: Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
10.1	Amendment No. 1 to Sixth Amended and Restated Credit Agreement, dated as of November 4, 2004, by and among the Registrant, BNP Paribas, a bank organized under the laws of France acting through its Chicago branch, as agent, and the lenders party to the Sixth Amended and Restated Credit Agreement, dated as of June 2, 2004, by and among those parties.
99.1	Press Release, dated November 10, 2004, issued by CKE Restaurants, Inc.

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1 TO
SIXTH AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDMENT NO. 1 TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of November 4, 2004, among CKE Restaurants, Inc. (the “Borrower”), the Lenders party hereto (the “Lenders”) and BNP Paribas, a bank organized under the laws of France acting through its Chicago branch (“BNP Paribas”), as agent for the Lenders (in such capacity, the “Agent”).

RECITALS

The Borrower, the Lenders and the Agent are parties to that certain Sixth Amended and Restated Credit Agreement, dated as of June 2, 2004 (the “Credit Agreement”).

The Borrower has requested that the Agent and the Lenders amend certain provisions of the Credit Agreement as more fully described herein.

The Agent and the Lenders have agreed to grant such amendments 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:

1. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned thereto in the Credit Agreement.

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 deleting the grid set forth in the definition of “Applicable Margin” in its entirety and replacing such grid with the following:

Leverage Ratio	Eurodollar Loans			Base Rate Loans			Commitment Fee
less than or equal to 2.75 to 1.0	2.50%			1.25%			0.50%
greater than 2.75		2.75	%		1.50	%		0.50	%

(b) Section 2.6(a)(ii) of the Credit Agreement is hereby amended by deleting the reference to “1.50%” in clause (x) thereof in its entirety and replacing such percentage with “1.25%”.

(c) Section 2.6(b)(ii) of the Credit Agreement is hereby amended by deleting the reference to “2.75%” in clause (x) thereof in its entirety and replacing such percentage with “2.50%”.

(d) Section 2.6(c)(i) of the Credit Agreement is hereby amended by deleting the reference to “1.75%)” in clause (y) thereof in its entirety and replacing such percentage with “1.50%”.

3. Representations and Warranties. The Borrower represents and warrants to the Agent and the Lenders, as of the date hereof, that both before and 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.

4. 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 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 3 of this Amendment;

(c) the Agent shall have received such other agreements, instruments, certificates and opinions relating to the transactions contemplated hereby as may have been reasonably requested by the Agent or any Lender.

5. Miscellaneous.

(a) Effect; Ratification. The amendments 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 (i) 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 (ii) 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. 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 reasonable out-of-pocket 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 counterparts, 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. THE RIGHTS AND DUTIES OF THE BORROWER, THE LENDERS AND THE AGENT UNDER THIS AMENDMENT, SHALL BE GOVERNED BY THE LAW OF THE STATE OF ILLINOIS, EXCLUDING CHOICE OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANY STATE OTHER THAN SUCH STATE.

(f) WAIVER OF TRIAL BY JURY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE BORROWER, THE AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AMENDMENT, THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY MATTER ARISING HEREUNDER OR THEREUNDER.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned have executed this Amendment

as of the date first above written.

CKE RESTAURANTS, INC.

By:	/s/ Theodore Abajian
Name: Title:	Theodore Abajian Executive Vice President and Chief Financial Officer

BNP PARIBAS, as Agent and as a Lender

By: /s/ Clark C. King III
Print Name: Title:	Clark C. King III Managing Director
By: /s/ Michael C. Colias
Print Name: Title:	Michael C. Colias Vice President

[Lenders signature pages]

Exhibit 99.1

CONTACT: Irene Broussard
805-745-7750 Director, Investor Relations

CKE RESTAURANTS, INC. ANNOUNCES INTEREST RATE REDUCTION ON CREDIT FACILITY

CARPINTERIA, Calif. – Nov 10, 2004 – CKE Restaurants, Inc. (NYSE: CKR) announced today the repricing of its credit facility. The repricing, which is effective November 4, 2004, is a direct result of the Company’s improved financial performance and significant debt reduction. The repricing includes an across-the-board 25 basis point reduction in the interest rate the company will pay for borrowings and letters of credit under its credit facility. As a result of the new pricing, the Company’s term loan, which had a balance of $230 million on June 2, 2004 and presently has a balance of $149.6 million, will bear interest at LIBOR plus 275 basis points. The revolving portion of the credit facility, which currently has a zero balance, will bear interest at LIBOR plus 250 basis points. The company also has approximately $65 million in letters of credit outstanding, which will now incur fees of 250 basis points per annum. The Company has the potential to further reduce the interest rate on all components of the credit facility by an additional 25 basis points by meeting certain financial covenants.

Ted Abajian, executive vice president and chief financial officer commented, “The interest rate reduction is clear evidence of the level of confidence our lenders continue to have in our overall financial position. This repricing comes only 5 months after the restructure of our credit facility.”

Clark King, managing director for BNP Paribas, lead arranger and administrative agent for the credit facility commented, “BNP Paribas is very proud of the long term relationship we have enjoyed with CKE. The Company has continued to make significant strides in terms of improving both its operating and financial results and we are pleased to support this well earned interest rate reduction.”

As of the end of the second quarter on Aug. 9, 2004, CKE Restaurants, Inc., through its subsidiaries, had a total of 3,206 franchised or company-owned restaurants in 44 states and in 13 countries, including 1,016 Carl’s Jr. restaurants, 2,067 Hardee’s restaurants and 105 La Salsa Fresh Mexican Grill^â restaurants.

SAFE HARBOR DISCLOSURE

Matters discussed in this news release contain forward-looking statements relating to future plans and developments, financial goals and operating performance that are based on management’s current beliefs and assumptions. Such statements are subject to risks and uncertainties. Factors that could cause the Company’s results to differ materially from those described include, but are not limited to, whether or not restaurants will be closed and the number of restaurant closures, consumers’ concerns or adverse publicity regarding the Company’s products, effectiveness of operating and product initiatives and advertising and promotional efforts (particularly at the Hardee’s brand), changes in economic conditions or prevailing interest rates, changes in the price or availability of commodities, availability and cost of energy, workers’ compensation, employee health insurance costs and general liability premiums and claims experience, changes in the Company’s suppliers’ abilities to provide quality and timely products to the Company, delays in opening new restaurants or completing remodels, severe weather conditions, the operational and financial success of the Company’s franchisees, franchisees’ willingness to participate in our strategy, availability of financing for the Company and its franchisees, unfavorable outcomes on litigation, changes in accounting policies and practices, new legislation or government regulation (including environmental laws), the availability of suitable locations and terms for the sites designed for development, and other factors as discussed in the Company’s filings with the Securities and Exchange Commission.

Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law or the rules of the New York Stock Exchange.

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