THE STAR TRUST
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TRUST AGREEMENT
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AS AMENDED
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This Star Trust, Trust Agreement, as amended (TRUST AGREEMENT) is
entered into as of the Effective Date (as hereinafter defined), and with
reference to the following facts:
WHEREAS, the Grantors (as hereinafter defined) has determined to
establish an irrevocable trust for the benefit of the Beneficiaries (as
hereinafter defined), and to transfer to such trust property, initially
consisting of approximately 651,000 shares of the common stock of COUNTRY STAR
RESTAURANTS, INC., (STAR) which about 92% of all of said common stock, more
fully described in Exhibit A hereto. (Star shares)
WHEREFORE, the parties hereby agree as follows:
1. DEFINITIONS.
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As used herein, the following terms shall have the meanings set forth
below:
1.1 AGREEMENT. "Agreement" shall mean this Trust Agreement, as
hereinafter amended.
1.2 ASSETS. "Assets" shall mean the Star shares, and all other assets
of any nature or description, now or hereafter contributed to the
Trust by the Grantors, or acquired by the Trust from any other
source.
1.3 BENEFICIARIES. "Beneficiaries" shall mean the parties described
on Exhibit B hereto.
1.4 EFFECTIVE DATE. "Effective Data" shall mean December 23, 1999.
1.5 INTEREST. "Interest" shall mean the interest of any of the
Beneficiaries in the Trust, which Interest shall be as stated on
Exhibit B hereto.
1.6 GRANTORS. "Grantors" shall mean GO-CALL INC., a Delaware
Corporation.
1.7 TRANSFER. "Transfer" shall mean to give, assign, transfer, convey
or grant a security interest in.
1.8 TRUST. "Trust" shall mean the Trust formed pursuant to this
Agreement.
1.9 TRUSTEE. "Trustee" shall mean ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Esq. as trustee,
or his successor (s).
2. CREATION OF TRUST; APPOINTMENT OF TRUSTEE.
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2.1 CREATION OF TRUST. Grantors hereby create and establish a trust,
and appoint and authorize the Trustee as trustee of such Trust.
pursuant to the terms and provisions of this Agreement. Grantors
hereby expressly agree, acknowledge and covenant that the
creation and establishment of this Trust is and shall be
irrevocable. The Trustee hereby accepts such appointment, and
agrees to administer the Trust in accordance with the terms and
provisions of this Agreement, unless and until replaced by
successor trustees as hereinafter provided.
2.2 PURPOSE OF THE TRUST. The purpose of the Trust will be to
receive, hold, convey, transfer and otherwise deal with the
Assets of the Trust as the same may be constituted from time to
time hereafter and to hold such Assets solely for the benefit of
the Beneficiaries, pursuant to the terms of this Trust Agreement.
It is the mission of the Trustee to either reorganize STAR for
the benefit of the creditors and shareholders of STAR, or to
liquidate STAR for the benefit of STAR's creditors and
shareholders. Grantors and the Trustee, and each of them,
expressly agree and acknowledge, by their execution of this
Agreement, that they are familiar with all of the terms and
provisions of this Agreement, and that they hereby agree and
acknowledge that this Trust is created and established, and shall
be administered, solely on such terms and for such purposes.
3. DEPOSIT OF ASSETS.
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3.1 DEPOSIT OF ASSETS. The Grantors, concurrently with the execution
of this Agreement, have deposited with the Trustee, subject to
the terms of this Agreement and for the sole benefit of the
Beneficiaries, certain property, consisting of all of Grantors
right, title and interest in and to, and has delivered to the
Trustee Star shares.
3.2 DESIGNATION OF BENEFICIARIES. The Grantors hereby irrevocably
designate the entities listen on Exhibit B hereto as the
Beneficiary or of the Trust. The Trustee shall treat the
Beneficiaries so designated as the sole and exclusive
beneficiaries of this Trust for any and all purposes whatsoever,
and the Trustee shall not be bound by any attempted or purported
designation of any new, additional or alternate beneficiaries.
3.3 PROOF OF BENEFICIAL INTEREST. The Trustee shall, promptly upon
any written request therefore from the Beneficiaries, deliver to
the Beneficiaries a letter, duly executed by the Trustee,
certifying that (i) the Beneficiary is the sole beneficiary of
the Trust, and (ii) that the Assets of the Trust consist of the
items listed on a schedule attached to such letter.
4. TRANSFER OF INTEREST.
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The Beneficiaries shall have no right, power or authority to Transfer
all or any portion of the Beneficiaries interest, or any right or
interest therein, during the term of this Trust.
5. TRUSTEE.
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5.1 NUMBER AND TERM OF TRUSTEE. There shall initially be one Trustee
of this Trust. The initial Trustee shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Esq.
In the absence of the death of the Trustee, the Trustee shall
serve in such capacity for the entire term of this Trust.
5.2 DEATH OF TRUSTEE. All rights, powers and duties granted to or
reposed in the Trustee pursuant to this Agreement are personal.
The rights and duties of the Trustee shall terminate upon the
Trustee's death and none of the rights, powers or duties of the
Trustee hereunder may be transferred or assigned, either
voluntarily or by operation of law.
5.3 OWNERSHIP OF TRUST ASSETS. The Trustee expressly acknowledges and
agrees that he is holding the Trust Assets solely for the purpose
of carrying out his duties hereunder, and expressly subject to
all of the terms and conditions of this Agreement. The Trustee
shall have the obligation and duty to transfer such Assets to any
successor Trustee(s), as necessary.
5.4 REPLACEMENT OF TRUSTEE. If at any time, the initial Trustee, is
unable to serve as Trustee by reason of death, incapacity,
resignation, or otherwise, may appoint an acceptable replacement
Trustee.
6. POWERS OF TRUSTEE: ACTION BY TRUSTEE.
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6.1 MANAGEMENT. Subject to the provisions of Section 6.4 below, the
Trustee shall have the full, exclusive and complete authority in
the management and control of the Trust and the Trust Assets for
the purposes stated herein.
6.2 LITIGATION. Trustee shall have the right to commence, defend,
settle, or compromise litigation, arbitration or other legal
disputes.
6.3 TIME: OTHER ACTIVITIES. The Trustee shall devote such time to the
Trust as he shall deem reasonable necessary to carry out the
Trustee's responsibilities as herein provided. It is acknowledged
by the Grantors and the Beneficiaries and it is hereby agreed,
that the Trustee intends to, and will, devote a substantial
amount of time and effort to the business, affairs and operations
of other businesses and that his services to the Trust will be of
a limited part time nature.
6.4 PROHIBITED ACTS. Notwithstanding any other provisions of this
Agreement, the Trustee shall have no authority to:
(a) CONTRAVENTION. Do any act in contravention of this
Agreement;
(b) DEBT. To incur any debt or obligation on behalf of the
Trust or encumbering any of the Trust Assets.
(c) IMPOSSIBILITY. Do any act which would make it
impossible to carry out the purpose of the Trust.
(d) CONFESSION OF JUDGMENT. Confess a judgment against the
Trust or any of the Trust Assets;
(e) POSSESSION. Possess any Trust Assets or assign the
rights of the Trust in any Trust Assets for other than
the Trust purpose; or
(f) ADMIT A TRUSTEE. Admit another person or persons as an
additional or substitute trustee of the Trust.
6.5 INDEMNIFICATION. The Trust shall indemnify and defend the Trustee
(with counsel reasonable acceptable to the Trustee) and hold them
harmless from and against any and all loss, damage, liability and
expense, including settlement costs, court or other costs and
reasonable attorneys' fees, to which any of them may be put or
which any of them may incur by reason of or in connection with
any act performed by the Trustee, or any omission or failure to
act, if the performance of such act or such omission or failure
to act is done in good faith, in the exercise of Trustee's
reasonable judgment, and is within the scope of the authority
conferred upon the Trustee by this Agreement or by law.
6.6 RELIANCE ON POWER AND AUTHORITY OF TRUSTEE. Any person not a
party to this Agreement who shall deal with the Trust shall be
entitled to rely conclusively upon the power and authority of the
Trustee as set forth herein, and shall have no obligation to
inquire further as to the extent or nature of such power or
authority with respect to any action by the Trustee on behalf of
the Trust.
6.7 REIMBURSEMENT. The Trust shall reimburse the Trustee promptly for
all reasonable expenses actually incurred by the Trustee which
were approved by the Grantor prior to being incurred, including
legal and accounting fees and costs, incurred by them in good
faith in connection with the operation and maintenance of the
Trust, in dealing with the Trust Assets, and in carrying out the
purpose of the Trust.
6.8 COMPENSATION TO TRUSTEE. The Trustee shall be compensated at an
annual rate of $1,000 for his efforts plus compensation and
reimbursement for services. In the event that any successor
Trustees are appointed and agree to act, the Grantors agrees and
covenants to pay the customary fees charged by such Trustees
directly to such successor Trustees.
7. RECORDS AND REPORTS.
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7.1 BANK ACCOUNTS. All funds of the Trust, and all distributions
received by the Trustee in respect of the Assets deposited
pursuant hereto, will be deposited in the name of the Trust.
7.2 BOOK OF ACCOUNTS. The Trustee shall maintain a book of accounts
which shall show all sums of money received by the Trustee, all
disbursements made by the Trustee, and all obligations incurred
by the Trustee which are unpaid.
7.3 INSPECTION OF RECORDS. The books and records of the Trust shall
be open to inspection by any of the parties to this Agreement or
the Beneficiaries or their successors at any reasonable time. The
right of inspection shall include the right to make copies of the
books and records, at such requesting party's costs, upon
reasonable notice first given to the Trustee.
7.4 INFORMATION. The Trustee shall obtain and forward to the
Beneficiaries any and all financial statements, reports, notices
or other information received by the Trustee with respect to any
securities constituting Assets of the Trust, or provided or made
available by any company issuing any such securities to the
holders thereof.
8. TERM AND TERMINATION OF TRUST.
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8.1 TERM. The term of this Agreement shall continue through the sale
or other disposition of the Star Shares.
8.2 PROCEDURE AFTER TERMINATION.
(a) As soon as practicable after the termination of this
Agreement, the Trustee shall distributor to the
Beneficiaries all remaining Assets of the Trust.
9. MISCELLANEOUS.
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9.1 NOTICES. All notices which are to be given by any party to any
other party hereunder shall be in writing, sent by registered or
certified mail, postage prepaid, return receipt requested, or
through a means of electronic communications followed by a
confirmation letter sent by registered or certified mail, postage
prepaid, return receipt requested, or delivered by hand or
messenger service, with the charges therefor prepaid, addressed
to the Trustee at the offices of the Trust, and addressed to the
Beneficiaries at the addresses shown on the records of the Trust,
or such other address as shall be notified in accordance with
this Section. Notices sent in accordance with this Section shall
be effective on the date of dispatch.
9.2 SURVIVAL OF AGREEMENT PROVISIONS. All covenants, agreements,
representations and warranties made herein and in the certificate
delivered pursuant hereto shall survive the expiration or other
termination of this Agreement or the Trust.
9.3 SEVERABILITY. In the event any one or more of the provisions
contained in this Agreement should be found to be invalid,
illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein
shall not in any way be affected or impaired thereby, and this
Agreement shall be interpreted and construed as if such
provision, to the extent the same shall have been held invalid,
illegal, or unenforceable, had never been contained herein.
9.4 HEADINGS. The headings of the articles and sections contained in
this Agreement are for reference purposes only and shall not
affect the meaning or interpretation of this Agreement.
9.5 APPLICABLE LAW: VENUE. This Agreement is entered into, and is to
be wholly performed, in the State of California and shall be
governed by, construed and enforced in accordance with the
internal laws of the State of California, applied to contracts
made in California by California domiciliaries to be wholly
performed in California. Any legal action to enforce or interpret
this Agreement shall be commenced in a court or competent
jurisdiction within the County of Los Angeles, the State of
California.
9.6 ATTORNEYS' FEES. In the event that any party to this Agreement
shall commence any suit, action, arbitration or other proceeding
to enforce any right or obligation created hereby, the prevailing
party in such action shall recover, in addition to any and all
other amounts awarded to such party, all of such party's costs
and expenses incurred in connection therewith, including
attorneys' fees and costs of appeal, in any (collectively,
"costs"), and any court or panel of arbitrators determining any
such suit, action, arbitration or other proceeding shall make an
express determination that one party therein is the prevailing
party and shall make an award of expenses to such party pursuant
to this Section 9.6.
9.7 EXECUTION AND COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which when so executed and
delivered shall be deemed an original, and such counterparts
together shall constitute only one instrument. Each party hereto
shall receive a duplicate original of the counterpart copy or
copies executed by such parties.
9.8 COVENANT OF FURTHER ASSURANCES. All parties to this Agreement
shall perform any and all acts as well as execute and deliver any
and all certificates, instruments and other documents that may be
necessary or appropriate to fully carry out the provisions and
the intent of this Agreement.
9.9 BINDING EFFECT. Subject to the restrictions in Article 4
respecting transfers, this Agreement shall inure to the benefit
of and be binding upon all of the parties hereto and their
respective executors, administrators, successors and permitted
assignees.
9.10 COMPLIANCE WITH LAWS. Nothing contained in this Agreement shall
be construed to require the commission of any act contrary to
law, and whenever there is a conflict between any provision of
this Agreement and any present or future statute, law, ordinance
or regulation contrary to which the parties have no legal right
to contract, the latter shall prevail, but in such event the
provision of this Agreement affected shall be curtailed and
limited only to the extent necessary to bring it within the
requirement of the law.
9.11 GENDER. As used in this Agreement, the masculine, feminine, or
neuter gender, and the singular or plural number, shall be deemed
to include the others whenever the context so indicates.
9.12 NO THIRD PARTY BENEFIT. Nothing contained in this Agreement shall
be deemed to confer any right or benefit on any person who is not
a party to this Agreement.
9.13 NATURE OF RELATIONSHIP. The Trust created by this Agreement is
not intended to be, and shall not be deemed to be, and shall not
be treated as a general partnership, limited partnership, joint
venture, corporation, or joint stock company or association. The
relationship of the Beneficiaries to the Trustee shall be solely
that of beneficiaries of the Trust created by this Agreement and
their rights shall be limited to those conferred upon them by
this Agreement.
9.14 AMENDMENT OF AGREEMENT. This Agreement may only be amended by
writing executed by all of the parties hereto.
9.15 ADVICE OF COUNSEL. Each of the parties agrees and represents that
he was not under an incapacity at the time of executing this
Agreement, that he has been represented by his own counsel with
regard to the execution of this Agreement or that, if acting
without counsel, he has had adequate opportunity and has been
encouraged to take the advice of his own counsel prior to the
execution of this Agreement.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the Effective Date.
Date: 1/29700 By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Esq., Trustee
GRANTOR:
GO CALL INC.,
A Delaware Corporation
Date: 12/23/99 By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇, CEO
An Authorized Signatory
BENEFICIARY:
The Star Liquidation Company. SLC
A California limited Liability Corporation
Date: By:
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Its Managing Member
PROMISSORY NOTE
$728,000.00
FOR VALUE RECEIVED, the undersigned, Star Liquidation Corp. LLC, a
California Corporation ("Payor"), promises to pay to Go-Call, Inc. ("Payee") the
aggregate principal sum of Seven Hundred and Twenty Eight Thousand Dollars
($728,000), payable 5 years from the date hereof.
This note shall bear interest at a rate of 5% per annum payable and
interest is payable at maturity in lawful money of the United States of America.
This note may be prepaid at any time in whole or from time to time in
part prior to its maturity without fee or penalty, pursuant to that separate
agreement between Payee and Payor.
Presentment for payment, notice of dishonor, protest and notice of
protest are hereby waived. This note shall be governed by and construed in
accordance with the laws of the state of California, and enforced therein.
Effective Date:
December 22, 1999
Star Liquidation Corp. LLC
a California Limited
Liability Corporation
By: /s/ signature
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Managing Member
Date: 12/23/99
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