<PAGE>   1
                                                                   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
<PAGE>   2
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.


                                           AMENDMENT NO. 4 AND LIMITED WAIVER TO
                                     THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                                       2
<PAGE>   3
                  (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:


                                           AMENDMENT NO. 4 AND LIMITED WAIVER TO
                                     THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                                       3
<PAGE>   4
         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.


                                           AMENDMENT NO. 4 AND LIMITED WAIVER TO
                                     THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                                       4
<PAGE>   5
(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


                                           AMENDMENT NO. 4 AND LIMITED WAIVER TO
                                     THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                                       5
<PAGE>   6
         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:

<TABLE>
<CAPTION>
        Period                                                  Amount
        <S>                                                     <C>
        Second A&R Closing Date through November 1, 1999        $200,000,000
</TABLE>


                                           AMENDMENT NO. 4 AND LIMITED WAIVER TO
                                     THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                                       6
<PAGE>   7
<TABLE>
<CAPTION>
        Period                                                  Amount
        <S>                                                     <C>
        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
</TABLE>

         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.


                                           AMENDMENT NO. 4 AND LIMITED WAIVER TO
                                     THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                                       7
<PAGE>   8
(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.


                                           AMENDMENT NO. 4 AND LIMITED WAIVER TO
                                     THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                                       8
<PAGE>   9
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.


                                           AMENDMENT NO. 4 AND LIMITED WAIVER TO
                                     THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                                       9
<PAGE>   10
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

                                           AMENDMENT NO. 4 AND LIMITED WAIVER TO
                                     THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                                       10
<PAGE>   11
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

                                       11
<PAGE>   12
            IN WITNESS WHEREOF, the undersigned have executed this Amendment as
of the date first above written.


                              CKE RESTAURANTS, INC.


                              By:_________________________________________
                              Print Name: Carl A. Strunk
                              Title:      Executive Vice President,
                              Chief       Financial Officer

                                           AMENDMENT NO. 4 AND LIMITED WAIVER TO
                                     THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                                    S-1
<PAGE>   13
                              BNP PARIBAS (as successor in interest to PARIBAS),
                              as Agent and as a Lender By:


                              By:_________________________________________
                              Print Name: Clark C. King III
                              Title:      Managing Director


                              By:_________________________________________
                              Print Name: Michael C. Colias
                              Title:      Vice President

                                           AMENDMENT NO. 4 AND LIMITED WAIVER TO
                                     THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                                      S-2
<PAGE>   14
                              BANK LEUMI USA


                              By:_________________________________________
                              Print Name:
                              Title:

                                           AMENDMENT NO. 4 AND LIMITED WAIVER TO
                                     THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                                      S-3
<PAGE>   15
                              ARAB BANKING CORPORATION


                              By:_________________________________________
                              Print Name:
                              Title:


                              By:_________________________________________
                              Print Name:
                              Title:

                                           AMENDMENT NO. 4 AND LIMITED WAIVER TO
                                     THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                                      S-4
<PAGE>   16
                              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

                                      S-5
<PAGE>   17
                              BANK AUSTRIA 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

                                      S-6
<PAGE>   18
                              NATIONAL BANK OF KUWAIT


                              By:_________________________________________
                              Print Name:
                              Title:


                              By:_________________________________________
                              Print Name:
                              Title:

                                           AMENDMENT NO. 4 AND LIMITED WAIVER TO
                                     THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                                      S-7
<PAGE>   19
                              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

                                      S-8
<PAGE>   20
                              CENTURA BANK


                              By:_________________________________________
                              Print Name:
                              Title:

                                           AMENDMENT NO. 4 AND LIMITED WAIVER TO
                                     THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                                      S-9
<PAGE>   21
                              CHANG HWA COMMERCIAL BANK, LTD.,
                                  NEW YORK BRANCH


                              By:_________________________________________
                              Print Name:
                              Title:

                                           AMENDMENT NO. 4 AND LIMITED WAIVER TO
                                     THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                                      S-10
<PAGE>   22
                              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

                                      S-11
<PAGE>   23
                              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

                                      S-12
<PAGE>   24
                              FIRST UNION NATIONAL BANK


                              By:_________________________________________
                              Print Name:
                              Title:

                                           AMENDMENT NO. 4 AND LIMITED WAIVER TO
                                     THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                                      S-13
<PAGE>   25
                              FIRST BANK & TRUST


                              By:_________________________________________
                              Print Name:
                              Title:

                                           AMENDMENT NO. 4 AND LIMITED WAIVER TO
                                     THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                                      S-14
<PAGE>   26
                              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

                                      S-15
<PAGE>   27
                              MANUFACTURERS BANK


                              By:_________________________________________
                              Print Name:
                              Title:

                                           AMENDMENT NO. 4 AND LIMITED WAIVER TO
                                     THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                                      S-16
<PAGE>   28
                              THE SANWA BANK, LIMITED


                              By:_________________________________________
                              Print Name:
                              Title:

                                           AMENDMENT NO. 4 AND LIMITED WAIVER TO
                                     THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                                      S-17
<PAGE>   29
                              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

                                      S-18
<PAGE>   30
                              UMB BANK, N.A.


                              By:_________________________________________
                              Print Name:
                              Title:

                                           AMENDMENT NO. 4 AND LIMITED WAIVER TO
                                     THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                                      S-19
<PAGE>   31
                              U.S. BANK NATIONAL ASSOCIATION


                              By:_________________________________________
                              Print Name:
                              Title:

                                           AMENDMENT NO. 4 AND LIMITED WAIVER TO
                                     THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                                      S-20
<PAGE>   32
                              WELLS FARGO BANK


                              By:_________________________________________
                              Print Name:
                              Title:

                                           AMENDMENT NO. 4 AND LIMITED WAIVER TO
                                     THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                                      S-21
<PAGE>   33
                              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