NOTICE OF
ASSIGNMENT AND
APPOINTMENT OF SUCCESSOR
February 12, 1997
VIA TELECOPY NO. 310.268-2208
Country Star Restaurants, Inc.
00000 Xxxxx Xxxxxx Xxxxxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx
Attention: Chief Operating Officer
RE: Loan and Security Agreement Dated as of February 12, 1997 (the "Loan
Agreement") Between Country Star Restaurants, Inc. and Cameron Capital Ltd.
("Cameron")
Gentlemen:
Please refer to Section 12.16 of the Loan Agreement. Capitalized terms
used and not otherwise defined herein have the meanings given such terms in the
Loan Agreement.
Pursuant that certain Xxxxxxxx and Assignment Agreement dated as of
February 12, 1997 between Xxxxxxx and Xxx Xxxxx, and that certain Agency and
Intercreditor Agreement dated as of February 12, 1997 between Xxxxxxx and Xxx
Xxxxx, respectively, Xxxxxxx, as Agent and as Lender under the Loan Agreement,
(1) has assigned the Loans and its rights and obligations as Lender with respect
thereto, except for the Convertible Term Loan, to Xxx Xxxxx, and (2) has
appointed Xxx Xxxxx as successor Agent under the Loan Agreement.
Pursuant to Section 4.5 of the Loan Agreement, you are hereby directed to
make all payments of principal, interest, premium and other sums due to Lenders
(other than amounts payable with respect to the Convertible Term Note) to:
Xxx Xxxxx
000 Xxxx 00xx Xxxxxx
Xxxxxxxxx 00X
Xxx Xxxx, Xxx Xxxx 00000
Telecopy No. 212.396.2751
Pursuant to Section 12.8 of the Loan Agreement, you are hereby notified
that the address of successor Agent for the purpose of all notices, demands,
requests, etc., is as follows:
Xxx Xxxxx
000 Xxxx 00xx Xxxxxx
Xxxxxxxxx 00X
Xxx Xxxx, Xxx Xxxx 00000
Telecopy No. 212.396.2751
You are further directed to make all other appropriate changes to your
records and procedures to evidence and comply with the foregoing, including but
not limited to issuance of one or more appropriate certificates of insurance as
required by Section 8.5 of the Loan Agreement.
Very truly yours,
CAMERON CAPITAL LTD.
By: /s/ X. Xxxxxxxx
---------------------------------
Its: CEO
---------------------------------
/s/ Xxx Xxxxx
--------------------------------------
Xxx Xxxxx
cc: (via telecopy no. 212.223.6433)
Xxxxxxxx Xxxx & Brandeis, LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx X. Xxxxxxxx