<PAGE>   1

                                                                   EXHIBIT 10.35



                                 AMENDMENT NO. 2
                                 ---------------
                                       TO
                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT
                                       AND
                                 LIMITED WAIVER

         This AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND
LIMITED WAIVER (this "Amendment") is entered into as of September 28, 2000,
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 (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:


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.

<PAGE>   2

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:

                  (1) deleting, in its entirety, each reference to "$125
                  million" contained in subsection (c) of the definition of
                  "Applicable Margin" appearing in such Section and replacing
                  each such reference with a reference to "$150 million,"

                  (2) deleting, in their entirety, the definitions of "50%
                  Mandatory Prepayment," "Paydown Amount," "Paydown Condition"
                  and "Reduction Amount" appearing in such Section, and

                  (3) adding the following new definitions to such Section in
                  proper alphabetical order:

                           "Financial Advisor" has the meaning set forth in
                           Section 10.11.

                           "Retail Period" means any of the thirteen consecutive
                           four week or five week periods used by the Borrower
                           for accounting purposes which begin on or about the
                           Tuesday after the last Monday in January of each year
                           and ending on the last Monday in January of the next
                           year.

         (b) Section 2.12 of the Credit Agreement is hereby amended by (1)
amending and restating, in its entirety, subsection (a) thereof to read as
follows:

                           (a) Within ten (10) days of each date that any Loan
                  Party receives any Liquidating Distribution and, subject to
                  the provisos to Section 2.12(b), within ten (10) days of each
                  date that the Borrower or any of its Subsidiaries receives any
                  Net Sale Proceeds from consummation of any Asset Disposition
                  (excluding any Sale and Leaseback Transaction of the Borrower
                  or any of its Subsidiaries permitted pursuant to Section


                                       2
<PAGE>   3

                  7.13(a)), the Borrower shall prepay the outstanding Loans in
                  an amount equal to 100% of the amount of such Liquidating
                  Distribution or Net Sale Proceeds, as the case may be, in
                  accordance with the provisions of Section 2.13.

and (2) amending and restating, in its entirety, subsection (b) thereof to read
as follows:

                           (b) Within ten (10) days of each date that the
                  Borrower or any of its Subsidiaries receives any Net Sale
                  Proceeds from the consummation of any Asset Disposition that
                  constitutes the sale portion of a Sale and Leaseback
                  Transaction permitted pursuant to Section 7.13(a)
                  ("Sale-Leaseback Proceeds"), which when combined with the
                  Sale-Leaseback Proceeds from all such Asset Dispositions
                  occurring after the date hereof exceeds $25,000,000, the
                  Borrower shall prepay the outstanding Loans in an amount equal
                  to 100% of the amount of such Sale-Leaseback Proceeds in
                  accordance with the provisions of Section 2.13; provided,
                  however, that (i) if the Borrower has chosen to apply any part
                  of the first $25,000,000 of Sale-Leaseback Proceeds to
                  permanently prepay the outstanding Loans and concurrently
                  reduce the Revolving Commitments, then the Borrower or the
                  applicable Subsidiary may, subject to clause (ii) of this
                  provisio, retain a dollar for dollar amount of the next Net
                  Sale Proceeds (including Sale-Leaseback Proceeds) received
                  from any Asset Disposition up to $25,000,000 and (ii) any Net
                  Sale Proceeds retained by the Borrower or any Subsidiary
                  (whether constituting all or a portion of the first
                  $25,000,000 of Sale-Leaseback Proceeds or all or a portion of
                  the amounts referred to in clause (i) of this proviso) that
                  are not used within three hundred sixty (360) days after
                  receipt thereof by the Borrower or such Subsidiary to reinvest
                  in its respective business in non-current assets as permitted
                  by the terms of this Agreement shall be used to prepay the


                                       3
<PAGE>   4

                  outstanding Loans in accordance with Section 2.13; provided,
                  further, that if an Event of Default shall have occurred and
                  be continuing on the date any Net Sale Proceeds referred to in
                  this Section 2.12(b) are received by the Borrower or any of
                  its Subsidiaries (or, in the case of the foregoing clause
                  (ii), at any time during such three hundred sixty day period),
                  then the Borrower shall prepay the outstanding Loans in an
                  amount equal to 100% of such Net Sale Proceeds (or, if any
                  portion of such proceeds shall have been reinvested prior to
                  the occurrence of such Event of Default, 100% of such
                  remaining amount of Net Sale Proceeds not so reinvested) on
                  the later of the date such Net Sale Proceeds are received by
                  the Borrower or any of its Subsidiaries or the date of the
                  occurrence of such Event of Default in accordance with the
                  provisions of Section 2.13.

and (3) deleting, in its entirety, each reference to "this Section 2.12(b)"
contained in subsection (c) thereof and replacing each such reference with a
reference to "this Section 2.12(c)."

         (c) Section 2.13 of the Credit Agreement is hereby amended by deleting,
in its entirety, each reference to "Section 2.12(a)(ii)(B)" contained in
subsections (a) and (b) thereof and replacing each such reference with a
reference to "Section 2.12."

         (d) Section 6.1 of the Credit Agreement is hereby amended by (1)
renumbering subsection (l) thereof to be subsection (m) and (2) adding a new
subsection (l) to read as follows:

                  (l) Officer's Certificates and Income 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
                  reasonable detail of the business and condition of the Bor-
                  rower and its Subsidiaries during such Retail Period,


                                       4
<PAGE>   5

                  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 a consolidated
                  statement of income for the Borrower and its Subsidiaries for
                  such Retail Period.

         (e) Section 6.2 of the Credit Agreement is hereby amended by amending
and restating, in its entirety, the second sentence of such Section to read as
follows:

                           The Borrower shall, and shall cause each of its
                  Subsidiaries to, permit the officers and designated
                  representatives of any Lender or the Financial Advisor to
                  visit and inspect any of the properties of the Borrower or
                  any of its Subsidiaries, and to examine the books of record
                  and account of the Borrower or any of its Subsidiaries and
                  discuss the affairs, finances and accounts of the Borrower or
                  any of its Subsidiaries, with, and be advised as to the same
                  by, its and their officers and independent accountants, all
                  upon reasonable notice and at such reasonable times as such
                  Lender or, in the case of the Financial Advisor, the Agent may
                  desire; provided that no such prior notice shall be required
                  if an Event of Default has occurred and is continuing.


                                       5
<PAGE>   6

         (f) Section 6.13 of the Credit Agreement is hereby amended by amending
and restating, in its entirety, such Section to read as follows:

                           Section 6.13 Additional Collateral. If the Borrower
                  and its Subsidiaries have not received an aggregate amount of
                  Net Sale Proceeds of (a) at least $30,000,000 for Asset
                  Dispositions (including the sale portion of Sale and Leaseback
                  Transactions permitted by Section 7.13(a), but only if the
                  Borrower has used the Net Sale Proceeds therefrom to prepay
                  outstanding Loans and concurrently reduce the Revolving Loan
                  Commitments by a corresponding amount) consummated from
                  September 20, 2000 through November 30, 2000 and (b)
                  $90,000,000 for Asset Dispositions (including the sale portion
                  of Sale and Leaseback Transactions permitted by Section
                  7.13(a), but only if the Borrower has used the Net Sale
                  Proceeds therefrom to prepay outstanding Loans and
                  concurrently reduce the Revolving Loan Commitments by a
                  corresponding amount) consummated from September 20, 2000
                  through December 20, 2000 and (c) $150,000,000 for Asset
                  Dispositions (including the sale portion of Sale and Leaseback
                  Transactions permitted by Section 7.13(a), but only if the
                  Borrower has used the Net Sale Proceeds therefrom to prepay
                  outstanding Loans and concurrently reduce the Revolving Loan
                  Commitments by a corresponding amount) consummated from
                  September 20, 2000 through January 29, 2001, then, the Agent
                  may (and shall at the direction of the Required Lenders)
                  request, and the Borrower shall, and shall cause each of its
                  Subsidiaries to, promptly 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 secu-


                                       6
<PAGE>   7

                  rity interest in such assets and property of the Bor rower and
                  such Subsidiaries.

         (g) Section 7.1 of the Credit Agreement is hereby amended by (1)
amending and restating, in its entirety, subsection (d) thereof 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

                  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 and
                    each Retail Period thereafter                   $133,000,000
</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


                                       7
<PAGE>   8

                  such sales have been applied to permanently reduce the
                  Commitments of the Lenders on or before the 45th calendar day
                  following the end of the fiscal quarter in which such
                  Restaurants were sold.

and (2) deleting, in its entirety, the reference to "$120,000,000" contained in
the first sentence of subsection (f) thereof and replacing such reference with a
reference to "$90,000,000."

         (h) 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 10% of the aggregate
                  purchase price for such asset (or 20% of the aggregate
                  purchase price for such asset if such asset consists of the
                  assets or business of one or more Restaurants being operated
                  under the Hardee's concept), (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.


                                       8
<PAGE>   9

         (i) Section 7.7(b) of the Credit Agreement is hereby amended by
deleting, in its entirety, clause (ii) thereof and renumbering clause (iii)
thereof to be clause (ii).

         (j) Section 7.13(a) of the Credit Agreement is hereby amended by
deleting, in their entirety, clauses (1) and (2) of the proviso to such Section
and renumbering clauses (3), (4), (5) and (6) of such proviso to be clauses (1),
(2), (3) and (4), respectively.

         (k) Section 10.1 of the Credit Agreement is hereby amended by inserting
the phrase ", the Financial Advisor" immediately after the word "Agent"
appearing in the first line of subsection (c) thereof.

         (l) Section 10.11 of the Credit Agreement is hereby amended by amending
and restating, in its entirety, such Section to read as follows:

                           Section 10.11 Financial Advisor. The Borrower and
                  each Lender agrees and acknowledges that the Agent may, in its
                  sole discretion, from time to time retain a financial advisor
                  (the "Financial Advisor") for the purpose of advising the
                  Agent and the Lenders as to the financial condition of the
                  Borrower and its Subsidiaries and such other matters related
                  to the facility provided and contemplated hereunder as the
                  Agent and the Lenders may desire. The Borrower agrees to pay
                  all reasonable fees, costs and out-of-pocket expenses of the
                  Financial Advisor in connection with the performance of its
                  duties under this Section 10.11 and to indemnify the Financial
                  Advisor in accordance with Section 10.1(c) hereof.

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 29, 2001, 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


                                       9
<PAGE>   10

waivers shall cease to be effective (a) on November 30, 2000 if the Borrower and
its Subsidiaries have not received an aggregate amount of Net Sale Proceeds
(including Net Sale Proceeds received as a result of any Asset Disposition that
constitutes the sale portion of a Sale and Leaseback Transaction permitted
pursuant to Section 7.13(a) of the Credit Agreement but only if the Borrower has
used the Net Sale Proceeds therefrom to prepay outstanding Loans and
concurrently reduce the Revolving Loan Commitments by a corresponding amount) of
at least $30,000,000 during the period from September 20, 2000 to November 30,
2000 and (b) in any event, on January 29, 2001. Upon expiration of the waiver
provided in this Section 3, the Agent and the Lenders shall have the right to
reinstate, as of the date of its first occurrence, any Default or Event of
Default that arose or would have arisen but for such waiver as a result of the
Borrower's failure to comply with the requirements of the Sections of the Credit
Agreement referred to in this Section 3.

Section 4. 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 5. Conditions to Effectiveness of this Amendment. Upon satisfaction of
the following conditions precedent, this Amendment shall immediately become
effective as of August 14, 2000:

         (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 4 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 an
amendment fee.


                                       10
<PAGE>   11

Section 6. 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 doubt, each reference
in the Credit Agreement, as amended hereby (including each reference contained
in Section 2 of this Amendment) 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
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.


                                       11
<PAGE>   12

         (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]


                                       12
<PAGE>   13

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


                                        CKE RESTAURANTS, INC.


                                        By:
                                            ------------------------------------
                                        Print Name:
                                        Title:


                                        BNP PARIBAS (as successor in interest to
                                        PARIBAS), as Agent and as a Lender


                                        By:
                                            ------------------------------------
                                        Print Name:
                                        Title:


                                        By:
                                            ------------------------------------
                                        Print Name:
                                        Title:


                                        ARAB BANKING CORPORATION


                                        By:
                                            ------------------------------------
                                        Print Name:
                                        Title:


                                        By:
                                            ------------------------------------
                                        Print Name:
                                        Title:

<PAGE>   14

                                        BANK AUSTRIA CREDITANSTALT CORPORATE
                                        FINANCE, INC.


                                        By:
                                            ------------------------------------
                                        Print Name:
                                        Title:


                                        By:
                                            ------------------------------------
                                        Print Name:
                                        Title:


                                        BANK LEUMI USA


                                        By:
                                            ------------------------------------
                                        Print Name:
                                        Title:


                                        BANK UNITED


                                        By:
                                            ------------------------------------
                                        Print Name:
                                        Title:


                                        FLEET NATIONAL BANK (f/k/a BANKBOSTON,
                                        N.A.)


                                        By:
                                            ------------------------------------
                                        Print Name:
                                        Title:

<PAGE>   15

                                        CALIFORNIA BANK & TRUST (f/k/a SUMITOMO
                                        BANK OF CALIFORNIA)


                                        By:
                                            ------------------------------------
                                        Print Name:
                                        Title:


                                        CENTURA BANK


                                        By:
                                            ------------------------------------
                                        Print Name:
                                        Title:


                                        CHANG HWA COMMERCIAL BANK, LTD., NEW
                                        YORK BRANCH


                                        By:
                                            ------------------------------------
                                        Print Name:
                                        Title:

<PAGE>   16

                                        CREDIT INDUSTRIEL ET COMMERCIAL(f/k/a
                                        COMPAGNIE FINANCIERE DE CIC ET DE
                                        L'UNION EUROPEENNE)


                                        By:
                                            ------------------------------------
                                        Print Name:
                                        Title:


                                        AMSOUTH BANK (successor in interest by
                                        merger to FIRST AMERICAN NATIONAL BANK)


                                        By:
                                            ------------------------------------
                                        Print Name:
                                        Title:


                                        FIRST BANK & TRUST


                                        By:
                                            ------------------------------------
                                        Print Name:
                                        Title:


                                        FIRST UNION NATIONAL BANK


                                        By:
                                            ------------------------------------
                                        Print Name:
                                        Title:

<PAGE>   17

                                        MANUFACTURERS BANK


                                        By:
                                            ------------------------------------
                                        Print Name:
                                        Title:


                                        NATIONAL BANK OF KUWAIT


                                        By:
                                            ------------------------------------
                                        Print Name:
                                        Title:


                                        By:
                                            ------------------------------------
                                        Print Name:
                                        Title:


                                        THE SANWA BANK, LIMITED


                                        By:
                                            ------------------------------------
                                        Print Name:
                                        Title:


                                        SUNTRUST BANK (f/k/a/ SUNTRUST BANK,
                                        NASHVILLE, N.A.)


                                        By:
                                            ------------------------------------
                                        Print Name:
                                        Title:

<PAGE>   18

                                        UMB BANK, N.A.


                                        By:
                                            ------------------------------------
                                        Print Name:
                                        Title:


                                        U.S. BANK NATIONAL ASSOCIATION


                                        By:
                                            ------------------------------------
                                        Print Name:
                                        Title:


                                        WELLS FARGO BANK


                                        By:
                                            ------------------------------------
                                        Print Name:
                                        Title:

<PAGE>   19

                              OFFICER'S CERTIFICATE


         I,__________________, am the _________________ of CKE Restaurants, Inc.
I execute and deliver this Officer's Certificate dated as of September ___,
2000, on behalf of the Borrower pursuant to Section 5 of the Amendment No. 2 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:
                                               ---------------------------------