EXHIBIT 10.1
PROMISSORY NOTE
$5,000,000 September 27, 1996
FOR VALUE RECEIVED, the undersigned, CBI RESTAURANTS, INC.,
a Delaware corporation (the "Company"), promises to pay to the
order of GIANT GROUP, LTD. (the "Investor") at its office at 150
El Camino Drive, Suite 303, Beverly Hills, California 90212, or
at such other address as the holder hereof may from time to time
in writing designate, in lawful money of the United States of
America, the principal sum of Five Million Dollars ($5,000,000)
on or before March 31, 1997 (subject to the provisions of Section
2 of this Promissory Note), together with interest as provided
below on the unpaid principal balance of this Promissory Note
from time to time outstanding until paid in full.
This Promissory Note is delivered in connection with the
transactions contemplated by that certain Stock Purchase and Loan
Agreement, dated as of even date herewith (the "Agreement"), by
and among Company, CKE Restaurants, Inc. and Fidelity National
Financial, Inc. Unless otherwise defined herein or the context
otherwise requires, all capitalized terms appearing in this
Promissory Note shall have the respective meanings ascribed to
such terms in the Agreement.
1. INTEREST. The rate of interest charged under this
Promissory Note shall be ten percent (10%) per annum. Interest
shall be calculated on the basis of a 365-day year and the actual
number of days elapsed and shall become payable quarterly in
arrears on the last day of March, June, September and December of
each year, commencing December 31, 1996, if a Business Day,
otherwise on the next succeeding Business Day thereafter,
commencing December 31, 1996, and at maturity or prior prepayment
of this Promissory Note in full.
2. PREPAYMENT: CALL RIGHTS. As provided in the Agreement,
the Company may prepay all or part of the outstanding principal
balance of and accrued and unpaid interest on this Note at any
time without premium or penalty. The Investor shall have the
right, at its option, to declare the entire outstanding principal
balance and accrued and unpaid interest on this Promissory Note
due and payable on or after November 30, 1996.
3. DEFAULT: REMEDIES. In case an Event of Default shall
occur and be continuing, the principal of and accrued interest on
this Promissory Note may be declared to be due and payable in the
manner and with the effect provided in the Agreement.
4. SUBORDINATION. The indebtedness evidenced by this Note
is, to the extent and in the manner provided in the Agreement,
subordinate and junior upon the occurrence of an event of default
on the Senior Indebtedness (as such term is defined in the Agree-
ment). The terms and provisions of Section 6 of the Agreement,
together with the definitions of the terms used therein, are
incorporated by reference herein. Other than the subordination
provisions of the Agreement (which would restrict the Company's
ability to make payments hereunder upon the occurrence of an
event of default on the Senior Indebtedness), there are no
restrictions on the Company's ability to make payment in full on
this Note in accordance with its terms (including any payment
arising from the exercise of the Investor's call rights in
Section 2 above). In addition to all other rights of holders of
Senior Indebtedness described in the Agreement, the Senior
Indebtedness shall continue to be Senior Indebtedness and
entitled to the benefits of the subordination provisions of the
Agreement irrespective of any amendment, modification or waiver
of any terms of any instrument relating to the Senior Indebted-
ness or any extension or renewal of the Senior Indebtedness.
5. GENERAL PROVISIONS. The Company hereby waives present-
ment, notice of nonpayment, dishonor, notice of dishonor,
protest, notice of protest, demand and all other notices in
connection with the delivery, acceptance, performance, default or
enforcement of this Promissory Note. The holder of this
Promissory Note shall not be deemed, by any act or omission or
commission, to have waived any of its rights or remedies here-
under and then only to the extent specifically set forth in
writing. A waiver with reference to one event shall not be
construed as continuing or as a bar to or waiver of any right or
remedy as to a subsequent event. No delay or omission of the
holder hereof to exercise any right, whether before or after a
default hereunder, shall impair any such right or shall be
construed to be a waiver of any right or default, and the accept-
ance at any time by the holder hereof of any past-due amounts
shall not be deemed to be a waiver of the right to require prompt
payment when due of any other amounts then or thereafter due and
payable. This Note shall be governed and construed in accordance
with and pursuant to the substantive laws of the State of
California, without giving effect to any choice of law, provision
or rule that would cause the application of the law of any other
jurisdiction.
CBI RESTAURANTS, INC.,
a Delaware corporation
By: /s/ Joseph N. Stein
-------------------------
Senior Vice President and
Chief Financial Officer