PURCHASE AND ASSIGNMENT AGREEMENT
This Purchase and Assignment Agreement is made this 12th day of February
1997 (this "Agreement") between CAMERON CAPITAL LTD. ("Assignor") and Xxx Xxxxx
("Assignee"). Capitalized terms used herein shall have the meanings ascribed to
them in the Loan Agreement (as hereinafter defined).
Preliminary Statement:
A. Country Star Restaurants, Inc., a Delaware corporation ("Borrower"),
has executed and delivered to Assignor a certain Loan and Security Agreement of
even date herewith (the "Loan Agreement"), pursuant to which Assignor has agreed
to make certain loans to Borrower and Borrower has granted to Assignor, in its
capacity as Agent for Lenders, a security interest in the Collateral.
B. The Loan Agreement, the agreements, documents, and instruments
described on Exhibit A attached hereto, and the other Loan Documents (expressly
excepting, however, the Convertible Note of even date herewith made by Borrower
in favor of Cameron (the "Cameron Convertible Note")) are hereinafter referred
to collectively as the "Assignor Loan Documents."
C. Assignor wishes to sell and assign certain of its rights and
obligations in, to and under the Assignor Loan Documents to Assignee, and
Assignee wishes to purchase and accept such assignment in accordance with the
terms and conditions hereinafter described.
D. Notwithstanding the assignment and purchase evidenced by this
Agreement, Assignor shall retain the Cameron Convertible Note and all of its
rights and obligations as a Lender, under and as defined in the Loan Agreement
and the other Loan Documents, with respect to the Convertible Term Loan,
including, without limitation, all rights of such Lender in and to the
Collateral as security therefor (such rights and obligations sometimes
hereinafter referred to as the "Retained Cameron Rights and Obligations").
NOW THEREFORE, in consideration of the premises set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. The premises set forth above are incorporated into this Agreement by
this reference thereto and made a part hereof.
2. Assignor hereby sells, grants, assigns and conveys to Assignee, without
recourse, representation or warranty of any kind except as otherwise provided
herein, all of Assignor's right, title and interest in, to and under the
Assignor Loan Documents, expressly excepting, however, the Retained Cameron
Rights and Obligations.
3. Assignee hereby accepts such grant, assignment and conveyance from
Assignor and agrees to be bound by, receive the benefits of, and assume the
obligations (including, without limitation, all obligations to make advances of
Line of Credit Loans under the Loan Agreement), under the terms of the Assignor
Loan Documents. Upon the effectiveness of this Agreement, Assignor hereby
appoints Assignee, and Assignee hereby assumes and accepts the rights and
obligations of, "Agent" under and as defined in the Loan Agreement and the other
Loan Documents.
4. Assignor represents and warrants to the Assignee as of the
effectiveness hereof that:
(a) (i) Assignor has disclosed on Exhibit A hereto all agreements,
instruments and documents, including, without limitation, UCC financing
statements, entered into or executed by Borrower and Assignor, or by
Borrower in favor of Assignor, in connection with the Loan Agreement, (ii)
Assignor has delivered to Assignee an original executed Loan Agreement and
copies of or originals of all of the other Assignor Loan Documents
described on Exhibit A hereto and (iii) there are no other agreements to
which Assignor is a party which vary the terms of or the priority of the
security interests granted under the Assignor Loan Agreements;
(b) (i) Assignor has full right, power and authority to enter into
this Agreement and (ii) Assignor owns the loans evidenced by the Assignor
Loan Documents for its own account and has not assigned or sold any
participations therein or encumbered any or all of its interest in the
Assignor Loan Documents or in such loans or its security interests and
liens evidenced by the Assignor Loan Documents.
5. Assignee hereby confirms to Assignor that Assignee has been furnished
with an original of the Loan Agreement and copies and/or originals of all of the
other Assignor Loan Documents described on Exhibit A hereto, and Assignee hereby
acknowledges receipt thereof. Assignee hereby confirms that, excepting only
Assignor's representations and warranties contained in paragraph 4 hereof,
Assignee has entered into this Agreement on the basis of its own independent
investigation and has not relied upon, and will not rely upon, any explicit or
implicit written or oral representation, warranty or other statement of Assignor
concerning (i) the authorization, execution, legality, validity, effectiveness,
genuineness, enforceability or sufficiency of the Assignor Loan Documents, (ii)
the status, business, operations, property, financial condition, or
creditworthiness of Borrower, (iii) the accuracy or completeness of any
statement of Assignor or of any other person, or (iv) the adequacy, perfection,
or priority of any Liens, held by Assignor for the benefit of Lenders as Agent,
as security for the Loans or any of Borrower's other payment and/or performance
obligations to Assignor.
6. Except for the Retained Cameron Rights and Obligations, Assignor and
Assignee hereby agree that: (i) Assignor shall have no responsibility or
liability for any acts or omissions
-2-
which occur after the effectiveness hereof with respect to the Loan Agreement or
the other Assignor Loan Documents; and (ii) the rights and obligations of
Assignor with respect to the Assignor Loan Documents shall be assigned and
transferred to and assumed by Assignee upon the effectiveness hereof.
7. Assignor hereby conveys and assigns to Assignee (in Assignee's capacity
as Agent upon the effectiveness hereof), without recourse, representation or
warranty except as set forth in paragraph 4 hereof, the liens and security
interests in favor of Assignor (in Assignor's capacity as Agent immediately
prior to the effectiveness hereof) in the Collateral and other security for the
obligations of Borrower under the Assignor Loan Documents, which were granted to
Assignor pursuant to the Assignor Loan Documents. Assignor hereby delivers to
Assignee duly executed assignments of all UCC financing statements covering the
Collateral.
8. In accordance with Section 12.15 of the Loan Agreement, Assignor shall
notify Borrower of the appointment of Assignee as a successor Agent under the
Loan Agreement and the other Assignor Loan Documents. Assignor shall notify
Borrower to make all payments due under the terms of the Assignor Loan Documents
directly to Assignee in its capacity as Agent. If, nevertheless, Assignor
receives any such payments, Assignor hereby agrees to remit to Assignee all
payments hereafter received by Assignor with respect to the Assignor Loan
Documents other than payments received by Assignor in its continuing capacity as
a Lender under the Loan Agreement.
9. This Agreement may be executed in one or more counterparts, each of
which when so executed shall be deemed an original but all of which shall
constitute one and the same instrument.
10. This Agreement shall be construed in all respects in accordance with,
and governed by all of the provisions of the internal laws (as opposed to the
conflicts of law provisions) of the State of Illinois.
11. Whenever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited by or invalid under
applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement.
12. This Agreement shall become effective upon the execution and delivery
hereof by the parties hereto. This Agreement shall inure to the benefit of, and
be binding upon, the successors and assigns of all of the parties hereto.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
-3-
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first written above.
CAMERON CAPITAL LTD.
By: /s/ X. Xxxxxxxx
-----------------------------------
Title: CEO
--------------------------------
/s/ Xxx X. Xxxxx
---------------------------------------
XXX XXXXX
-4-
Exhibit A(1)
to
Purchase and Assignment Agreement
1. Loan and Security Agreement (the "Loan Agreement") among Country Star
Restaurants, Inc., a Delaware corporation ("Borrower"), and Cameron
Capital Ltd. ("Cameron"), as agent ("Agent") for the lenders from time to
time party thereto ("Lenders"), together with Exhibits and Schedules
thereto.
2. Convertible Note executed by Borrower and made payable to the order of
Cameron in the original principal amount of $4,000,000.
3. Trademark Security Agreement executed by Borrower granting Agent a
security interest in all of Borrower's trademarks, trade names and service
marks as security for the Obligations.
4. UCC-1 Financing Statements filed against Borrower as Debtor listing Agent
as Secured Party in the filing offices identified below:
a. Secretary of State of State of California;
b. Secretary of State of Florida;
c. Clerk of Superior Court of Xxxxxx County, Georgia; and
d. Secretary of State of State of Nevada.
5. UCC Fixture Filings filed against Borrower as Debtor listing Agent as
Secured Party in the filing offices identified below:
a. Recorder of Los Angeles County, California;
b. Clerk of Superior Court of Xxxxxx County, Georgia; and
c. Recorder of Xxxxx County, Nevada.
----------
(1) Capitalized terms used and not otherwise defined in this Exhibit A have
the meanings given such terms in the Loan Agreement described in item 1 of
this Exhibit A.
