-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C/BTD+O9E0myJTsNc0vbMbooJzNzoD3DiU390+WaYHeU5lb1Ar6oCX61tdRyqKTt IMbO/w84eALSKICQeFlQVg== 0001299933-07-005128.txt : 20070829 0001299933-07-005128.hdr.sgml : 20070829 20070828201014 ACCESSION NUMBER: 0001299933-07-005128 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070827 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070829 DATE AS OF CHANGE: 20070828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CKE RESTAURANTS INC CENTRAL INDEX KEY: 0000919628 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 330602639 STATE OF INCORPORATION: DE FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11313 FILM NUMBER: 071085132 BUSINESS ADDRESS: STREET 1: 6307 CARPINTERIA AVENUE STREET 2: SUITE A CITY: CARPINTERIA STATE: CA ZIP: 93013 BUSINESS PHONE: (805)898-8408 MAIL ADDRESS: STREET 1: 6307 CARPINTERIA AVENUE STREET 2: SUITE A CITY: CARPINTERIA STATE: CA ZIP: 93013 8-K 1 htm_22369.htm LIVE FILING CKE Restaurants, Inc. (Form: 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):   August 27, 2007

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 August 27, 2007, CKE Restaurants, Inc. (the "Company") entered into an amendment of its existing senior credit facility, increasing the aggregate amount of its term loan to approximately $270 million, a $100 million increase, and increasing the amount that the Company is permitted to expend for share repurchases and cash dividends under the credit facility by $50 million. The Company will use the proceeds of the term loan increase to reduce the amount outstanding on its $200 million revolving credit facility by $100 million.

The foregoing summary is qualified in its entirety by reference to the full text of the Additional Loan and Second Amendment to Seventh Amended and Restated Credit Agreement, which is filed hereto as Exhibit 10.1 and incorporated herein by reference.





Item 7.01 Regulation FD Disclosure.

On August 27, 2007, the Company issued a press release announcing the credit facility amendment described under Item 1.01 above, and also providing an update on its stock repurchase plan. The press release is attached as Exhibit 99.1 hereto. This information, including 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.

(c) Exhibits

10.1 Additional Loan and Second Amendment to Seventh Amended and Restated Credit Agreement, dated as of August 27, 2007, by and among the Company, the Lenders party thereto, and BNP Paribas, a bank organized under the laws of France acting through its Chicago branch, as Administrative Agent.

99.1 Press release, dated August 27, 2007, 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.
          
August 29, 2007   By:   /s/ Theodore Abajian
       
        Name: Theodore Abajian
        Title: Executive Vice President and Chief Financial Officer


Exhibit Index


     
Exhibit No.   Description

 
10.1
  Additional Loan and Second Amendment to Seventh Amended and Restated Credit Agreement, dated as of August 27, 2007, by and among the Company, the Lenders party thereto, and BNP Paribas, a bank organized under the laws of France acting through its Chicago branch, as Administrative Agent.
99.1
  Press release, dated August 27, 2007, issued by CKE Restaurants, Inc.
EX-10.1 2 exhibit1.htm EX-10.1 EX-10.1

Exhibit No. 10.1

ADDITIONAL LOAN AND SECOND AMENDMENT TO

SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT

This ADDITIONAL LOAN AND SECOND AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 27, 2007 (this “Amendment”), is made and entered into by and among CKE Restaurants, Inc., a Delaware corporation (the “Borrower”), BNP Paribas, as administrative agent (in such capacity, the “Administrative Agent”), the lenders signatory hereto as Additional Term Lenders (each an “Additional Term Lender”) and the Lenders signatory hereto, in connection with that certain Seventh Amended and Restated Credit Agreement, dated as of March 27, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement”), by and among the Borrower, the Administrative Agent, the lenders party thereto and the other parties thereto. Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Credit Agreement (as amended by this Amendment).

RECITALS

Pursuant to Section 2.23 of the Credit Agreement, the Borrower may from time to time request Additional Loans in an aggregate principal amount not to exceed $100,000,000 (such amount, the “Maximum Additional Loan Amount”), subject to the terms and conditions set forth therein.

Pursuant to the Additional Loan and First Amendment to Seventh Amended and Restated Credit Agreement dated as of May 3, 2007, by and among Borrower, Administrative Agent and the lenders party thereto, Borrower received proceeds of Additional Term Loans in an aggregate principal amount of $50,000,000.

The Borrower has requested that Lenders amend the Credit Agreement to (i) increase the Maximum Additional Loan Amount to $150,000,000, and (ii) increase the maximum amount of Capital Stock the Borrower is permitted to repurchase as provided herein, and Required Lenders have agreed, subject to the terms and conditions set forth herein, to amend the Credit Agreement to permit such increases.

The Borrower has requested that the Lenders waive the requirement that the Borrower give Administrative Agent not less than 10 Business Days advance written notice of its request for Additional Term Loans set forth in Section 2.23(b) of the Credit Agreement (the “Specified Waiver”), and Required Lenders and Administrative Agent have agreed, subject to the terms and conditions set forth herein, to grant the Specified Waiver.

The Borrower has requested Additional Term Loans in an aggregate principal amount of $100,000,000 and the Additional Term Lenders have agreed, subject to the terms and conditions set forth herein, to make such Additional Term Loans to the Borrower.

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 agree as follows:

Section 1. Waiver. Subject to satisfaction of the conditions precedent set forth in Section 3, the Required Lenders and Administrative Agent grant the Specified Waiver. Except as specifically set forth in this Amendment, the execution, delivery and effectiveness of this Amendment shall not, (a) limit, impair, constitute a waiver by, or otherwise affect any right, power or remedy of, the Administrative Agent or any Lender under the Credit Agreement or any other Loan Document, (b) constitute a waiver of any provision in the Credit Agreement or in any other Loan Document or of any Default or Event of Default that may have occurred and be continuing, or (c) except as expressly provided herein, alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or in any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

Section 2. Amendments to Credit Agreement.

(a) The Borrower, Administrative Agent and Required Lenders hereby agree that:

(i) The definition of “Junior Recapitalization Amount” contained in Section 1.1 of the Credit Agreement is hereby amended by (A) deleting the reference to “$220,000,000” contained therein and substituting “$270,000,000” therefor, and (B) deleting the reference to “the previous fiscal year of the Borrower” contained therein and substituting “the 2007 fiscal year of the Borrower and each fiscal quarter ended thereafter, in each case” therefor.

(ii) Section 2.23 of the Credit Agreement is amended by deleting the reference to “$100,000,000” contained therein and substituting “$150,000,000” therefor.

(iii) Section 7.7(d) of the Credit Agreement is amended by inserting “(without duplication of amounts already applied to reduce the Junior Recapitalization Amount)” immediately after the reference to “the cumulative amount” contained therein.

(b) The Borrower and the Additional Term Lenders party hereto hereby agree that:

(i) the Commitment (the “August 2007 Commitment”) of the Additional Term Lender and the aggregate amount of the Additional Term Loans which shall be borrowed (the “August 2007 Term Loans”) pursuant to this Amendment and Section 2.23 of the Credit Agreement (as amended by this Amendment) shall be in an aggregate principal amount of $100,000,000; and

(ii) the August 2007 Term Loans shall be made by the Additional Term Lenders on the first date on which the conditions set forth in Sections 2.23 and 4.2 of the Credit Agreement and Section 2 hereof have been satisfied in full (the “Additional Loan Effective Date”).

(c) The Borrower and the Additional Term Lender hereby agree that each August 2007 Term Loan funded pursuant to this Amendment will have the same ranking and all other terms as the Term Loans, except that the August 2007 Term Loans shall accrue interest from and including the Additional Loan Effective Date, and from and after the Additional Loan Effective Date, the Additional Term Lender will be a Lender and a Term Loan Lender for any and all purposes under the Credit Agreement.

(d) To give effect to the August 2007 Term Loans, the parties hereto agree that:

(i) Section 1.1 of the Credit Agreement is amended by adding the following new definitions thereto in alphabetical order:

“Second New Tranche Term Loans” shall have the meaning provided in Section 2.1.

(ii) Section 1.1 of the Credit Agreement is amended by amending and restating the definition of “Term Loan” in its entirety to read in full as follows:

“Term Loan” shall have the meaning provided in Section 2.1, provided that for all purposes of the Loan Documents other than the first four sentences of Section 2.1, “Term Loan” shall include the New Tranche Term Loans made pursuant to Section 2.1 provided, further, that for all purposes of the Loan Documents other than the first five sentences of Section 2.1, “Term Loan” shall include the Second New Tranche Term Loans made pursuant to Section 2.1.

(iii) Section 2.1 of the Credit Agreement is amended by adding the following after the fifth sentence of such section:

On August 27, 2007, Additional Term Loans in the principal amount of $100,000,000 shall be made by Lenders agreeing to do so pursuant to Section 2.23 (collectively, the “Second New Tranche Term Loans").

(iv) The table set forth in Section 2.1 of the Credit Agreement is hereby amended and restated as follows:

                         
Date   Paydown Amount   Paydown Amount   Paydown Amount in
    in connection with   in connection with   connection with
    Original Term Loans   New Tranche Term   Second New Tranche
            Loans   Term Loans
July 1, 2007
  $ 300,000     $ 125,000    
October 1, 2007
  $ 300,000     $ 125,000     $ 250,000  
January 1, 2008
  $ 300,000     $ 125,000     $ 250,000  
April 1, 2008
  $ 300,000     $ 125,000     $ 250,000  
July 1, 2008
  $ 300,000     $ 125,000     $ 250,000  
October 1, 2008
  $ 300,000     $ 125,000     $ 250,000  
January 1, 2009
  $ 300,000     $ 125,000     $ 250,000  
April 1, 2009
  $ 300,000     $ 125,000     $ 250,000  
July 1, 2009
  $ 300,000     $ 125,000     $ 250,000  
October 1, 2009
  $ 300,000     $ 125,000     $ 250,000  
January 1, 2010
  $ 300,000     $ 125,000     $ 250,000  
April 1, 2010
  $ 300,000     $ 125,000     $ 250,000  
July 1, 2010
  $ 300,000     $ 125,000     $ 250,000  
October 1, 2010
  $ 300,000     $ 125,000     $ 250,000  
January 1, 2011
  $ 300,000     $ 125,000     $ 250,000  
April 1, 2011
  $ 300,000     $ 125,000     $ 250,000  
July 1, 2011
  $ 300,000     $ 125,000     $ 250,000  
October 1, 2011
  $ 300,000     $ 125,000     $ 250,000  
January 1, 2012
  $ 300,000     $ 125,000     $ 250,000  
April 1, 2012
  $ 28,500,000     $ 11,875,000     $ 23,800,000  
July 1, 2012
  $ 28,500,000     $ 11,875,000     $ 23,800,000  
October 1, 2012
  $ 28,500,000     $ 11,875,000     $ 23,800,000  
January 1, 2013
  $ 28,800,000     $ 12,000,000     $ 24,100,000  

Section 3. Conditions to Effectiveness. The effectiveness of this Amendment is conditioned upon the following:

(a) Amendment. The Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Borrower, the Administrative Agent, Required Lenders and each Additional Term Lender.

(b) Confirmation of Guaranty and Security Interest. The Borrower and each Subsidiary of the Borrower (other than any such Subsidiary which is an Immaterial Subsidiary) shall have executed and delivered to the Administrative Agent a Confirmation of Guaranty and Security Interest.

(c) Additional Commitment Agreement. The Administrative Agent shall have received an Additional Commitment Agreement in form and substance reasonably acceptable to it executed by each Additional Term Lender, the Administrative Agent and the Borrower.

(d) Opinion of Counsel. The Administrative Agent shall have received, on behalf of itself and the Lenders, a legal opinion of Stradling Yocca Carlson & Rauth, counsel for the Borrower, addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Additional Loan Effective Date, addressing such matters as the Administrative Agent may reasonably request.

(e) Secretary’s Certificate. The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary of the Borrower, dated as of the Additional Loan Effective Date (i) certifying as true, correct and complete as of the Additional Loan Effective Date, an attached copy of the certificate of incorporation or other similar organizational document of the Borrower as amended, restated, supplemented or otherwise modified on or prior to the Additional Loan Effective Date (certified by the Secretary of State or other comparable authority where customary in such jurisdiction as of a date not more than ten Business Days prior to the Additional Loan Effective Date) and certifying that there have been no changes to such certificate of incorporation or other similar organizational document since the date of the certification thereof by the Secretary of State or other comparable authority where customary in such jurisdiction, (ii) certifying as true, correct and complete and as in full force and effect as of the Additional Loan Effective Date, an attached copy of the by-laws or other similar organizational document of the Borrower as amended through the date of such certificate, (iii) certifying an attached copy of the resolutions of the Borrower’s Board of Directors approving and authorizing the execution, delivery and performance of this Amendment and all other documents, instruments and agreements executed and/or delivered in connection herewith or required or contemplated hereunder (the “Amendment Documents”), and (iv) certifying the names and true signatures of the incumbent officers of the Borrower authorized to sign this Amendment and the other Amendment Documents, together with a certification of the name and true signature of the Secretary or Assistant Secretary of the Borrower executing and delivering this certificate.

(f) Officer’s Certificate. The Administrative Agent shall have received a certificate dated as of the Additional Loan Effective Date signed by the chief financial officer of the Borrower certifying that the conditions set forth in Sections 4.2(a), (b) and (d) of the Credit Agreement have been satisfied in full with respect to the August 2007 Term Loans.

(g) No Default or Event of Default. After giving effect to this Amendment and the Additional Term Loans, no Default or Event of Default shall have occurred and be continuing as a result of a breach of the covenants in Section 7.1 of the Credit Agreement and the Administrative Agent shall have received a certificate of the President or Vice President of the Borrower, dated as of the Additional Loan Effective Date, certifying the foregoing.

(h) Additional Matters. All corporate and other proceedings taken or to be taken in connection with this Amendment and all documents incidental thereto, whether or not referred to herein, shall be reasonably satisfactory in form and substance to the Administrative Agent.

Section 4. Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders, as of the date hereof, that both before and after giving effect to this Amendment:

(a) All of the representations and warranties of the Borrower and each other Loan Party contained in the Loan Documents (other than representations and warranties which expressly speak only as of a different date) are true and correct;

(b) No Default or Event of Default has occurred or is continuing; and

(c) The August 2007 Term Loans will be used to prepay the Revolving Loans pursuant to Sections 2.2 and 2.11 of the Credit Agreement, to repurchase Capital Stock of the Borrower, and for other general corporate purposes.

Section 5. Affirmations.

(a) The Borrower hereby (i) expressly acknowledges the terms of this Amendment, (ii) ratifies and affirms its obligations under the Loan Documents to which it is a party, and (iii) agrees such Loan Documents remain in full force and effect.

(b) The Borrower and the Administrative Agent hereby acknowledge and agree that (i) each Additional Term Lender is approved and included as a “Term Loan Lender” and as a “Lender”, each as defined in and under the Credit Agreement, and (ii) the other terms, conditions, rights and remedies of the Lenders and the Term Loan Lenders otherwise extend in all respects and are identical to those applicable to the Additional Term Lenders under this Amendment.

(c) The Borrower and the Administrative Agent hereby acknowledge and agree that the August 2007 Term Loans are “Term Loans”, “Loans” and “Obligations” as defined in and under the Credit Agreement.

(d) The Borrower and the Administrative Agent hereby acknowledge and agree that the Additional Term Lender is a Secured Party as defined in and under the Borrower Security Agreement and the Subsidiary Security Agreement.

(e) The Borrower and the Administrative Agent hereby acknowledge and agree that the grants of security interests and pledges of the Borrower pursuant to the Security Documents secures all amounts advanced and committed under the August 2007 Term Loans and this Amendment, which amounts are and shall be secured by all of the Collateral as defined in the Credit Agreement.

(f) The Borrower hereby reaffirms, as of the Additional Loan Effective Date, the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated thereby.

(g) The Borrower hereby acknowledges and agrees that the acceptance by the Administrative Agent of this document shall not be construed in any manner to establish any course of dealing on the Administrative Agent’s or any Lender’s part, including the providing of any notice or the requesting of any acknowledgment not otherwise expressly provided for in any Loan Document with respect to any future amendment, waiver, supplement or other modification to any Loan Document or any arrangement contemplated by any Loan Document.

(h) The Borrower hereby represents and warrants that, immediately after giving effect to this Amendment, each Loan Document, in each case as modified by this Amendment (where applicable), to which it is a party continues to be a legal, valid and binding obligation of the undersigned, enforceable against such party in accordance with its terms (except, in any case, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by principles of equity).

Section 6. Reference to and Effect on the Credit Agreement and other Loan Documents. 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 Loan 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 Administrative 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 Loan 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.

Section 7. Further Assurances. The Borrower shall and shall cause each other Loan Party, upon the reasonable request of the Administrative Agent and at the Borrower’s sole cost and expense, to execute, deliver, acknowledge or obtain, or to cause to be executed, delivered, registered, filed or recorded any document or instrument supplemental or confirmatory to the implementation of the August 2007 Term Loans, all as deemed necessary, reasonable or prudent by the Administrative Agent to create, better perfect, protect or implement the security interests of the Administrative Agent for the benefit of itself and the benefit of the Secured Parties

Section 8. Expenses and Fees. Notwithstanding anything contained in the Credit Agreement, as amended hereby, or any other Loan 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 Administrative Agent in connection with the preparation, execution and delivery of this Amendment (including the reasonable fees and expenses of counsel to the Administrative Agent).

Section 9. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.

Section 10. Severability. In case any provision in or obligation under this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

SECTION 11. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS (WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW TO THE EXTENT SUCH PRINCIPLES WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF ILLINOIS).

Section 12. WAIVER OF TRIAL BY JURY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE BORROWER, THE ADMINISTRATIVE AGENT AND THE ADDITIONAL LENDER 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]

1

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written.

CKE RESTAURANTS, INC.

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





BNP PARIBAS,
as Administrative Agent

By: /s/ Clark C. King III
Name: Clark C. King III
Title: Managing Director



By: /s/ Yung Woo
Name: Yung Woo
Title: Vice President

BNP PARIBAS,
as Additional Term Lender

By: /s/ Clark C. King III
Name: Clark C. King III
Title: Managing Director



By: /s/ Yung Woo
Name: Yung Woo
Title: Vice President

LENDER: [     ]

By:
Name:
Title:

The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any Additional Term Loans or Additional Revolving Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

2 EX-99.1 3 exhibit2.htm EX-99.1 EX-99.1

Exhibit No. 99.1

Contact:
John Beisler
Vice President – Investor Relations
CKE Restaurants, Inc.
805-745-7750

CKE RESTAURANTS, INC. ANNOUNCES $100 MILLION INCREASE IN ITS TERM LOAN AND PROVIDES STOCK
REPURCHASE PLAN UPDATE

CARPINTERIA, Calif. – Aug. 27, 2007 – CKE Restaurants, Inc. (NYSE: CKR) announced today that it has amended its credit facility, increasing the aggregate amount of its term loan to approximately $270 million, a $100 million increase, and will use the proceeds to reduce the amount outstanding on its $200 million revolving credit facility by $100 million. The interest rate on the term loan will not change as a result of the increased borrowings. Following the transaction, the Company will have outstanding letters of credit of $38.2 million, and outstanding borrowings of $8.0 million, leaving $153.8 million available under the revolving line of credit.

The Company’s lenders have also approved a $50 million increase in the aggregate amount that the Company is permitted to expend for share repurchases and cash dividends under the credit facility. Subject to the terms of its credit facility, the Company can use its revolving line of credit to repurchase its common shares and pay cash dividends, but must maintain a minimum of $25 million of liquidity on the revolving line of credit while repurchasing common shares or paying cash dividends.

The Company also provided an update on its stock repurchase plan. As of Aug. 27, 2007, the Company has utilized approximately $278 million of the $350 million authorized by its Board of Directors, leaving a balance available for future repurchases of approximately $72 million. Since its press release on Aug. 1, 2007 announcing a $100 million increase in the stock repurchase plan, the Company has repurchased 4,260,700 shares at a total cost of approximately $73 million. The recent share repurchases occurred primarily near the end of the Company’s second fiscal quarter which ended Aug. 13, 2007, and at the beginning of the Company’s third fiscal quarter. Accordingly, weighted-average fully diluted shares outstanding to be reported for the second fiscal quarter will only partially reflect the impact of these purchases on the Company’s capital structure. The Company had 57,262,469 shares of common stock issued and outstanding as of Aug. 24, 2007.

“Based on the ongoing success of our discretionary stock repurchase plan, we determined that it was in the best interests of the Company and our shareholders to increase our term loan,” stated Andrew F. Puzder, the Company’s president and chief executive officer. “Our existing credit facility contained an accordion feature which, subject to our lenders willingness to lend and the negotiation of an acceptable interest rate, allowed us to increase our term loan by $50 million without a credit facility amendment and the fees normally associated with such an amendment.”

“While the current difficulties in the credit markets have severely limited access to capital, our lender group agreed not only to double our term loan’s accordion feature to $100 million, but also agreed to loan us these additional funds at the same interest rate as our current term loan, which we negotiated in a much more favorable credit environment last January. Given current market conditions, we consider our lenders’ actions a very strong indication of their confidence in our financial strength and stability. These additional borrowings will not impede the execution of our previously announced capital plan.”

“Our stock repurchase plan has proven to be a very effective method by which we return capital to shareholders as we seek to maximize investor returns,” Puzder continued. “By keeping our powder dry, we have been able to take advantage of declines in the market price of our stock to substantially reduce our outstanding share count. In this respect, not only did we repurchase 4,260,700 shares at a total cost of approximately $73 million (or approximately $17.16 per share) since Aug. 1, 2007, but, since the inception of the program, we have repurchased approximately 15.8 million shares at a total cost of approximately $278 million (or approximately $17.62 per share). These aggregate share repurchases represent approximately 26.1% of our current fully diluted share count, and we have completed substantially all of these repurchases based on open market share prices. We continue to believe that the repurchase of our shares represents an attractive investment opportunity. In this respect, we will continue to act opportunistically consistent with the requirements of the securities laws. Our lenders’ agreement to increase the basket size for stock repurchases is another clear indication of their continued support as we execute on our stock repurchase plan.”

The Company may make repurchases from time to time in the open market or in privately negotiated transactions in compliance with Securities and Exchange Commission Guidelines. As part of its stock repurchase plan, the Company currently has a $5 million per quarter non-discretionary Rule 10(b)5-1 program in place.

As of the end of its fiscal 2008 first quarter ended May 21, 2007, CKE Restaurants, Inc., through its subsidiaries, had a total of 3,022 franchised, licensed or company-operated restaurants in 43 states and in 13 countries, including 1,101 Carl’s Jr. restaurants and 1,905 Hardee’s 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 that are often difficult to predict, are beyond the Company’s control and which may cause results to differ materially from expectations. 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, the effectiveness of operating 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 and general liability premiums and claims experience, changes in the Company’s suppliers’ ability 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 the Company’s strategies, the availability of financing for the Company and its franchisees, unfavorable outcomes in litigation, changes in accounting policies and practices, effectiveness of internal controls over financial reporting, new legislation or government regulation (including environmental laws), the availability of suitable locations and terms for the sites designated 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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