Notes Trademark Security Agreement, dated as of July 12, 2010



 Exhibit 10.6 

EXECUTION VERSION 

NOTES TRADEMARK SECURITY AGREEMENT 

NOTES TRADEMARK SECURITY AGREEMENT, dated as of July 12, 2010 (as amended, restated, supplemented, waived or otherwise
modified from time to time, this “Agreement”), made by each of the undersigned (each a “Grantor” and collectively, the “Grantors”) in favor of Wells Fargo Bank, National Association, as trustee and
collateral agent (in such capacity, the “Agent”) for the Secured Parties (as defined in the Collateral Agreement defined below). 

Reference is made to (a) the Collateral Agreement, dated as of July 12, 2010 (as amended, restated, supplemented, waived or
otherwise modified from time to time, the “Collateral Agreement”), by and among Columbia Lake Acquisition Corp., a Delaware corporation (“Merger Sub”; to be merged on the Issue Date with and into CKE Restaurants,
Inc., a Delaware corporation (“CKE”), and together with CKE, the “Issuer”), each Note Guarantor listed on Schedule I to the Collateral Agreement and each future Note Guarantor of Issuer that becomes a party thereto
(each, a “Note Guarantor”) and the Agent, (b) the Indenture dated as of July 12, 2010 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Initial Indenture”), by and among
Merger Sub, the Guarantors (as defined therein) and the Agent and (c) the Supplemental Indenture dated as of July 12, 2010 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Supplemental
Indenture”) by and among CKE, the Note Guarantors and the Agent. References herein to the “Indenture” shall mean the Initial Indenture prior to the effectiveness of the Supplemental Indenture and the Supplemental Indenture
thereafter. 
 The Indenture requires that the Issuer and the Note Guarantors enter into this Agreement. The Note Guarantors are
subsidiaries of the Issuer, will derive substantial benefits from the issuance of the $600,000,000 aggregate principal amount of 11.375% Senior Secured Second Lien Notes due 2018 (the “Notes”) pursuant to the Indenture and are
willing to execute and deliver this Agreement pursuant to the requirements of the Indenture. 
 Accordingly the parties hereto
agree as follows: 
 SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein
shall have the meanings specified in the Indenture. The rules of construction specified in Section 1.04 of the Indenture also apply to this Agreement. 

SECTION 2. Grant of Security Interest. As security for the payment or performance, as the case may be, in full of the Note
Obligations, each Grantor, pursuant to the Collateral Agreement, did and hereby does grant to the Agent, its successors and assigns, for the benefit of the Secured Parties (as defined in the Collateral Agreement), a security interest in, all right,
title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest
(collectively, the “Trademark Collateral”): 
  

	 	a.	all trademarks, service marks, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business


  

 1 









	 	 
identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations thereof (if any), and all registration and recording applications
filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office (but excluding “intent to use” applications for trademark or service mark registrations filed pursuant to
Section 1(b) of the Lanham Act, 15 U.S.C. § 1051), and all renewals thereof, including those listed on Schedule I attached hereto (the “Trademarks”); 



 

	 	b.	all goodwill associated with or symbolized by the Trademarks; 

  

	 	c.	all claims for, and rights to sue for, past or future infringements of any of the foregoing; and 


 

	 	d.	all income, royalties, damages and payments now or hereafter due and payable with respect to any of the foregoing, including damages and payments for past or future
infringement thereof. 

 SECTION 3. Collateral Agreement. The security interests granted to the
Agent herein are granted in furtherance, and not in limitation of, the security interests granted to the Agent pursuant to the Collateral Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of the Agent generally and
with respect to the Trademark Collateral are more fully set forth in the Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. 

SECTION 4. Indenture. In the event of any conflict between the terms of this Agreement and the Indenture, the terms of the
Indenture shall govern. 
 SECTION 5. Intercreditor Agreement Governs. REFERENCE IS MADE TO THE INTERCREDITOR
AGREEMENT. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN, THIS AGREEMENT, THE LIENS CREATED HEREBY AND THE RIGHTS, REMEDIES, DUTIES AND OBLIGATIONS PROVIDED FOR HEREIN ARE SUBJECT IN ALL RESPECTS TO THE PROVISIONS OF THE INTERCREDITOR
AGREEMENT. IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THIS AGREEMENT AND THE INTERCREDITOR AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL CONTROL. 

SECTION 6. Choice of Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. 
 [Signature Pages Follow] 

 

 2 








 IN WITNESS WHEREOF, the parties hereto have duly executed this Notes Trademark Security
Agreement as of the day and year first above written. 
  

			
	
	GRANTORS:
	
	 CKE RESTAURANTS, INC., for Itself and as Sole

Member of CKE DISTRIBUTION, LLC and

AEROWAYS, LLC

	
	CARL KARCHER ENTERPRISES, INC.
	
	HARDEE’S FOOD SYSTEMS, INC.
	
	FLAGSTAR ENTERPRISES, INC.
	
	SPARDEE’S REALTY, INC.
	
	HED, INC.
	
	BURGER CHEF SYSTEMS, INC.
	
	SANTA BARBARA RESTAURANT GROUP, INC.
	
	GB FRANCHISE CORPORATION
	
	CHANNEL ISLANDS ROASTING COMPANY
	
	CARL’S JR. REGION VIII, INC.
	
	CKE REIT II, INC.
		
	By:	 	 /s/ Theodore Abajian

		 	Name: Theodore Abajian
		 	 Title: Executive Vice President and Chief

Financial Officer




Signature Page to Notes Copyright Security Agreement 








			
	 STATE OF
	  	            )
		  	            ) ss
	 COUNTY OF
	  	            )


On the      day of             , 2010,
before me personally came                                 ; who, being duly sworn,
did depose and say that he/she is the            of     
                                         
                                         
                                        
                                  
                                         
                                         
                                         
                                         
                                    
                                         
                                         
                                         
                                         
                                         
       
                                         
                                
each, a corporation incorporated under the laws of
                                         
       , the corporations described in and which executed the foregoing instrument; that he/she executed and delivered said instrument pursuant to authority given by the Board of Directors of such corporation;
and that he/she acknowledged said instrument to be the free act and deed of said corporation. 
  

			
		 	  

		 	Notary Public



(PLACE STAMP AND SEAL ABOVE) 







 STATE OF CALIFORNIA 

COUNTY OF
                                         
        
 On
                                , 2010, before me,
                                         
   , Notary Public, personally appeared
                                         
                                         
                   who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. 

WITNESS my hand and official seal. 
 Signature
                                         
                    [SEAL] 








			
	ACCEPTED:
	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee and Collateral Agent

		
	By:	 	 /s/ Raymond Delli Colli

		 	Name: Raymond Delli Colli
		 	Title: Vice President


 Signature Page
to Notes Trademark Security Agreement 







 Schedule I 

Trademarks 

See Attached. 







 Schedule to Notes Trademark Security Agreement 

CARL KARCHER ENTERPRISES, INC. 

FEDERAL TRADEMARK REGISTRATIONS 
  

							
	 Mark
	  	Class	  	App. No.
App. Date	  	Reg. No.
Reg. Date
	
 



	  	42	  	72/334,588
 08/06/69
	  	914,469
 06/08/71

	
 



	  	32	  	74/044,288
 03/29/90
	  	1,631,819
 01/15/91

	
 



	  	42	  	72/423,039
 05/01/72
	  	965,266
 07/31/73

	
 



	  	42	  	75/406,528
 12/17/97
	  	2,220,433
 01/26/99

	
 



	  	29, 30 & 31	  	73/391,494
 09/28/82
	  	1,297,845
 09/25/84

	
 



	  	42	  	75/433,545
 02/12/98
	  	2,423,698
 01/23/01

	
 



	  	42	  	75/555,439
 09/18/98
	  	2,281,660
 09/28/99

	
 



	  	42	  	75/555,225
 09/18/98
	  	2,290,206
 11/02/99

	
 



	  	42	  	75/556,437
 09/23/98
	  	2,288,997
 10/26/99

	
 



	  	16, 20 & 21	  	73/502,849	  	1,383,339
 02/18/86

	
 



	  	42	  	73/173,129	  	1,112,013
 01/23/79

	
 



	  	42	  	73/220,022
 06/18/79
	  	1,151,330
 04/14/81

	 BACON SWISS CRISPY CHICKEN
	  	30	  	77/068,334
 12/20/06
	  	3,328,058
 10/30/07

	 BREAKFAST AS BIG AS OUR BURGERS
	  	43	  	77/507,193
 06/24/08
	  	3,628,566
 05/26/09

	 CARL’S CATCH FISH SANDWICH
	  	30	  	77/068,329
 12/20/06
	  	3,619,807

05/12/09










							
	 Mark
	  	Class	  	App. No.
App. Date	  	Reg. No.
Reg. Date
	
 



	  	43	  	77/169,214
 04/30/07
	  	3,489,655
 08/19/08

	 CARL’S JR.
	  	42	  	72/334,587
 08/06/69
	  	901,315
 10/20/70

	 CARL’S JR.
	  	16, 20 & 21	  	73/504,895
 10/22/84
	  	1,400,272
 07/08/86

	 CARL’S JR. JR.
	  	42	  	75/135,837
 07/18/96
	  	2,141,498
 03/03/98

	
 



	  	43	  	77/004,737
 09/21/06
	  	3,524,587
 10/28/08

	
 



	  	43	  	77/007,123
 09/25/06
	  	3,550,634
 12/23/08

	
 



	  	43	  	77/007,125
 09/25/06
	  	3,807,406
 06/22/2010

	
 



	  	43	  	77/665,551
 02/06/09
	  	3,791,079
 05/18/2010

	
 



	  	43	  	77/470,877
 05/09/08
	  	3,719,412
 12/01/09

	 COOL COMBOS FOR KIDS
	  	42	  	75/504,661
 06/18/98
	  	2,272,061
 08/24/99

	 COOL KIDS COMBOS
	  	30	  	76/329,542
 10/23/01
	  	2,773,975
 10/14/03

	 DON’T BOTHER ME, I’M EATING
	  	42	  	75/923,187
 02/18/00
	  	2,625,830
 09/24/02

	 FAMOUS STAR
	  	30	  	77/068,396
 12/20/06
	  	3,612,923
 04/28/09

	 FRENCH TOAST DIPS
	  	42	  	73/551,361
 08/02/85
	  	1,475,407
 02/02/88

	 FRENCH TOAST DIPS
	  	30	  	73/602,432
 08/02/85
	  	1,424,179
 01/06/87

	 HAPPY STAR
	  	42	  	73/105,777
 11/08/76
	  	1,084,351
 01/31/78

	 IF IT DOESN’T GET ALL OVER THE PLACE IT

DOESN’T BELONG IN YOUR FACE
	  	42	  	74/701,374
 07/14/95
	  	2,002,665
 09/24/96

	 LOW CARB BREAKFAST BOWL
	  	30	  	78/361,639
 02/03/04
	  	3,042,947
 01/10/06

	 MORE THAN JUST A PIECE OF MEAT
	  	43	  	77/665,571
 08/25/09
	  	3,773,116
 04/06/10

	 SOME GUYS WOULD STARVE WITHOUT US
	  	42	  	75/923,125
 02/18/00
	  	2,613,177
 08/27/02

	 STAR DINER
	  	42	  	75/741,941
 07/01/99
	  	2,716,876
 05/20/03

	 SUNRISE CROISSANT
	  	30	  	77/068,405
 12/20/06
	  	3,395,496
 03/11/08

	 SUNRISE SANDWICH
	  	30	  	73/359,281
 04/12/82
	  	1,247,828

08/09/83










							
	 Mark
	  	Class	  	App. No.
App. Date	  	Reg. No.
Reg. Date
	 SUPER STAR
	  	42	  	73125,696
 05/09/77
	  	1,099,039
 08/08/78

	 THE BACON CHEESE SIX DOLLAR BURGER
	  	30	  	77/068,351
 12/20/06
	  	3,573,079
 02/10/09

	 THE DOUBLE SIX DOLLAR BURGER
	  	30	  	77/068,342
 12/20/06
	  	3,573,078
 02/10/09

	 THE FOOD IS THE FRANCHISE
	  	35	  	77/276,306
 09/11/07
	  	3,522,036
 10/21/08

	 THE GUACAMOLE BACON SIX DOLLAR BURGER
	  	30	  	77/068,375
 12/20/06
	  	3,573,081
 02/10/09

	 THE LOW CARB SIX DOLLAR BURGER
	  	30	  	77/068,364
 12/20/06
	  	3,573,080
 02/10/09

	 THE ORIGINAL SIX DOLLAR BURGER
	  	30	  	77/068,385
 12/20/06
	  	3,573,082
 02/10/09

	 THE PRIME RIB SIX DOLLAR BURGER
	  	30	  	77/537,266
 08/01/08
	  	3,697,646
 10/20/09

	 THE SIX DOLLAR BURGER
	  	30	  	76/319,349
 09/28/01
	  	2,980,088
 07/26/05

	 THE SIX DOLLAR BURGER
	  	30	  	77/221,824
 07/03/07
	  	3,369,114
 01/15/08

	 THE WESTERN BACON SIX DOLLAR BURGER
	  	30	  	78/260,526
 06/10/03
	  	2,912,799
 12/21/04

	 WESTERN BACON CHEESEBURGER
	  	42	  	73/457,446
 12/15/83
	  	1,456,922
 09/08/87

	 WESTERN BACON CHEESEBURGER
	  	30	  	73/636,886
 12/22/86
	  	1,481,762

03/22/88


  







 CARL KARCHER ENTERPRISES, INC. 

PENDING FEDERAL TRADEMARK APPLICATIONS 
  

					
	 Mark
	  	Class	  	App. No.
App. Date
	 BURGER SLAYER
	  	43	  	77/571,463
 09/16/08

	
 



	  	43	  	77/470,916
 05/09/08

	 DOUBLE WESTERN BACON CHEESEBURGER
	  	30	  	77/837,693
 09/29/09

	 FIRING ON ALL CYLINDERS
	  	43	  	77/566,683
 09/10/08

	 GREAT BURGERS DEMAND GREAT FLAVORS
	  	43	  	77/474,270
 05/14/08

	 LITTLE CARL
	  	30, 43	  	85/018,661
 4/20/2010

	 MONSTER BREAKFAST SANDWICH
	  	43	  	77/476,701
 05/16/08

	
 



	  	30	  	77/836,598
 09/02/09

	 THE BIG CARL
	  	30	  	77/772,629
 07/01/09

	 THE GUY GAMES
	  	43	  	77/591,635
 10/13/08

	 THE JALAPENO SIX DOLLAR BURGER
	  	30	  	77/837,710
 09/29/09

	 THE PORTOBELLO MUSHROOM SIX DOLLAR BURGER
	  	30	  	77/837,704
 09/29/09

	 THE WHEEL OF AWESOME
	  	9, 41	  	85/007756

04/06/10









 CHANNEL ISLANDS ROASTING COMPANY 

FEDERAL TRADEMARK REGISTRATIONS 
  

					
	 Mark
	  	App. No.
App. Date	  	Reg. No.
Reg. Date
	 CHANNEL ISLANDS ROASTING COMPANY
	  	78/394,317
 03/31/04
	  	3,026,862
 12/13/05

	
 



	  	78/395,785
 04/02/04
	  	3,026,879

12/13/05









 HARDEE’S FOOD SYSTEMS, INC. 

FEDERAL TRADEMARK REGISTRATIONS 
  

					
	 Trademark
	  	Reg. No.	  	Registration Date
	 BIG COUNTRY
	  	1957006	  	2/20/1996
	 BIG TWIN
	  	2650355	  	11/12/2002
	 BISCUIT HOLES
	  	3739930	  	1/19/2010
	 BURGER CHEF
	  	1776896	  	6/15/1993
	 BURGER CHEF and Design
	  	1832980	  	4/26/1994
	 COME ON HOME
	  	2562539	  	4/16/2002
	 FRISCO BREAKFAST SANDWICH
	  	3049236	  	1/24/2006
	 HAND SCOOPED ICE CREAM SHAKES & MALTS and Design
	  	3040986	  	1/10/2006
	 HARDEE’S
	  	1825221	  	3/8/1994
	 HARDEE’S
	  	1729627	  	11/3/1992
	 HARDEE’S
	  	0741048	  	11/20/1962
	 HARDEE’S and Design
	  	1774336	  	6/1/1993
	 HARDEE’S and Design
	  	1817990	  	1/25/1994
	 HARDEE’S FRISCO
	  	1872913	  	1/10/1995
	 HOME OF THE THICKBURGER
	  	3276896	  	8/7/2007
	 HOT MELTS
	  	1998838	  	9/3/1996
	 MONSTER BURGER
	  	1716175	  	9/15/1992
	 MONSTER THICKBURGER
	  	3672671	  	8/25/2009
	 PRIME RIB THICKBURGER
	  	3583173	  	3/3/2009
	 RISE AND SHINE
	  	1932512	  	11/7/1995
	 SLAMMERS
	  	2830916	  	4/6/2004
	 TAILGATE PACK
	  	1815228	  	1/4/1994
	 THE FRISCO and Design
	  	0758506	  	10/15/1963
	 THICKBURGER
	  	3026394	  	12/13/2005
	 THICKBURGERS
	  	3362346	  	1/1/2008
	 WHERE AMERICA GOES FOR BREAKFAST
	  	2037209	  	2/11/1997
	 GLUTEN-FREE IT
	  	3784437	  	5/4/2010
	 HASH ROUNDS
	  	3789824	  	5/18/2010
	 LOW CARB IT
	  	3784436	  	5/4/2010
	 THE BIG HARDEE
	  	3784022	  	5/4/2010
	 TRIM IT
	  	3784438	  	5/4/2010
	 VEG IT
	  	3784435	  	5/4/2010








 JOINTLY REGISTERED: HARDEE’S FOOD SYSTEMS, INC. AND CARL 

KARCHER ENTERPRISES, INC 

FEDERAL TRADEMARK REGISTRATIONS 
  

					
	 Trademark
	  	Reg. No.	  	Registration Date
	 HARDEE’S CHARBROILED BURGERS and Design
	  	2417015	  	1/2/2001
	 HARDEE’S CHARBROILED BURGERS and Design
	  	2292781	  	11/16/1999
	 HARDEE’S CHARBROILED THICKBURGERS and Design
	  	3295053	  	9/18/2007
	 THE FOOD IS THE FRANCHISE
	  	3522036	  	10/21/2008








 HARDEE’S FOOD SYSTEMS, INC. 

PENDING FEDERAL TRADEMARK APPLICATIONS 
  

					
	 Trademark
	  	Ser. No.	  	App. Date
	 MADE FROM SCRATCH BISCUITS and Design
	  	85/013693	  	04/14/2010
	 THERE’S NOTHING FRESH ABOUT PRE-COOKED CHICKEN
	  	85054231	  	03-JUN-2010
	 BECAUSE THERE’S NOTHING FRESH ABOUT PRE-COOKED CHICKEN
	  	85054235	  	03-JUN-2010
	 MONSTER BISCUIT
	  	85047496	  	25-MAY-2010








 CKE RESTAURANTS, INC. FEDERAL TRADEMARK REGISTRATIONS 

 

							
	 STAR BUFFET
	  	42	  	75/236,939
 02/05/97
	  	2,265,351
 07/27/99

	 CKE RESTAURANTS
	  	43	  	78/487,859
 09/22/04
	  	3,070,410

03/21/06









 SANTA BARBARA RESTAURANT GROUP 

FEDERAL TRADEMARK REGISTRATIONS 
  

							
	 Mark
	  	Class(es)	  	Application No.
Filing Date	  	Registration No.
Registration Date

	
 



	  	42	  	74/165,474
 5/10/91
	  	1,689,454
 05/26/92

	
 



	  	43	  	78/154,779
 08/15/02
	  	2,924,101
 02/10/05

	
 



	  	43	  	78/154,781
 08/15/02
	  	2,846,557
 05/25/04

	 BIG ED BURRITO
	  	30	  	74/108,931
 10/22/90
	  	1,707,040
 08/11/92

	 GREEN BURRITO
	  	43	  	78/480,525
 09/08/04
	  	3,015,454
 11/15/05

	 THE AUTHENTIC ALTERNATIVE
	  	43	  	77/101,561
 02/07/07
	  	3,412,372
 04/15/08

	 THE GREEN BURRITO
	  	29,
30	  	77/068,306
 12/20/06
	  	3,526,233
 11/04/08

	 RED BURRITO
	  	43	  	78/645,336
 06/07/05
	  	3,263,524

07/10/07