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Exhibit 10-86
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ASSIGNMENT OF CARL'S JR.
RESTAURANT FRANCHISE AGREEMENT
ASSIGNMENT
For value received, Carl Leo Karcher ("Franchisee"), hereby assigns
all right, title and interest under the certain CARL'S JR. RESTAURANT
FRANCHISE AGREEMENT (Agreement) for restaurant located at Hwy. 111 and
Washington, La Quinta, California, between Franchisee and CARL KARCHER
ENTERPRISES, INC. (CKE), to CLK, Inc. (Assignee).
Dated: April 7 , 1993
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/s/ Carl L. Karcher
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Carl Leo Karcher
ACCEPTANCE
CLK, Inc., Assignee under the foregoing assignment of Franchisee's
interest hereby accepts the foregoing assignment of Franchisee's interest and
hereby assumes all obligations and liabilities of Franchisee and agrees to
perform under the terms and conditions of said Agreement.
Dated: April 7 , 1993
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CLK, Inc.
/s/ Carl L. Karcher
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By Carl Leo Karcher President
CONSENT TO ASSIGNMENT
CKE, as Franchisor in the foregoing Agreement, without releasing
Franchisee named in said Agreement, hereby consents to such assignment,
without, however, waiving the restrictions, if any, contained in said Agreement
with respect to future assignments thereunder.
Dated: April 27 , 1993
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CARL KARCHER ENTERPRISES, INC.
a California corporation
/s/ Rory J. Murphy /s/ Richard C. Celio
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By Rory J. Murphy, By Richard C. Celio, Vice President
Senior Vice President Operations General Counsel
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RELEASE
In consideration of the Franchisor's approval of the assignment of the
CARL'S JR. RESTAURANT FRANCHISE AGREEMENT dated April 7 , 1993, (Agreement)
for Carl's Jr. Restaurant #7085 located at Hwy. 111 and Washington, La Quinta,
CA, between CARL KARCHER ENTERPRISES, (CKE) and Carl Leo Karcher (Franchisee),
to CLK, Inc., undersigned for himself, his heirs, executors, administrators and
assigns does hereby fully release CKE and its subsidiaries and affiliates, and
their respective officers, directors, agents, shareholders and employees in
their individual and corporate capacities, of any and all claims arising under
federal, state and local laws, rules and ordinances, excluding only such claims
as Franchisee may have that have arisen under the California Franchise
Investment Law or the California Franchise Relations Act.
Each of the undersigned represents, warrants and certifies that, in
signing this Release, each does so with full knowledge of any and all rights
which each may have, and does not rely and has not relied upon any
representations or statements of CKE or anyone else, except his own attorney,
and each hereby assumes the risk of any mistake of fact in connection with the
true facts which may be unknown. Each of the undersigned further represents,
warrants and certifies that each has consulted with and secured independent
legal advice and consultation in connection with this Release and any rights
which each may be relinquishing.
It is expressly agreed that any and all rights granted under Section
1542 of the California Civil Code area hereby expressly waived. Such statute
reads as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
RELEASE WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR."
Each of the undersigned has read and understands the foregoing.
Executed on April 7 , 1993, at Palm Desert .
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/s/ Carl L. Karcher
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Carl Leo Karcher
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CONTINUING GUARANTY
That Carl Leo Karcher, (Franchisee) entered into a CARL'S JR.
RESTAURANT FRANCHISE AGREEMENT (Agreement) for a restaurant located at Hwy. 111
and Washington, La Quinta, California with CARL KARCHER ENTERPRISES, INC.
(CKE).
RECITALS
A. Each of the undersigned Franchisees has executed an Agreement
under which the Franchisees have acquired the right to operate one restaurant
as a Carl's Jr. Restaurant.
B. Each of the Franchisees has requested written consent from CKE
to assign its right under the Agreement to CLK, Inc. (Assignee).
THEREFORE, for valuable consideration, the receipt of which is hereby
acknowledged, the undersigned (Guarantors) agree as follows:
1. Guarantors, jointly and severally, unconditionally guarantee
the performance by Assignee of all obligations, including any payments of fees
as required pursuant to the terms of the Agreement. Guarantors also, jointly
and severally, unconditionally guarantee the performance of all related
agreements and leases assigned or subleased by CKE to Assignee.
2. Guarantors shall pay any costs and expenses incurred,
including reasonable attorneys fees, incurred by CKE in the enforcement of this
Guaranty.
3. The obligations hereunder are joint and several, and
independent of the obligations of Assignee, and a separate action or actions
may be brought and prosecuted against Guarantors whether action is brought
against Assignee or whether Assignee be joined in any such action or actions;
and Guarantors waive the benefit of any Statute of Limitation affecting their
liability hereunder or the enforcement thereof.
4. Guarantors waive any right to require CKE to: (a) proceed
against Assignee; (b) proceed against or exhaust any security held by Assignee;
or (c) pursue any other remedy in CKE's power whatsoever. Guarantors waive any
defense arising by reason of any disability or other defense of Assignee or by
reason of the cessation from any cause whatsoever of the liability of Assignee.
Guarantors waive all presentments, demands for performance, notices of
nonperformance, protests, notices of protests, notices of dishonor, and notices
of acceptance of this Guaranty.
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5. This shall be a continuing guaranty, and shall by subject to
all the terms and conditions of the Agreement executed by Guarantors and CKE.
IN WITNESS WHEREOF, the undersigned Guarantors have executed this
Guaranty on April 7 , 1993.
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/s/ Carl L. Karcher
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Carl Leo Karcher