AMENDMENT TO STOCK PURCHASE AGREEMENT
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THIS AMENDMENT TO STOCK PURCHASE AGREEMENT dated September 20, 1996 is
made as of this 26th day of November, 1996 by and among Xxxx X. Xxxxxx
("Seller"); Red River Concepts, Inc. a Delaware corporation, and/or its
designees consisting of Xxxxx X. and Xxxxxx X. Xxxxxxxx, Xxxx X. Xxxxxx,
Xxxxxx Xxxxx, Xxxxxx X. Xxxxxxxx and Xxxxx Xxxxxx-Xxxxxxxx (collectively
the "Purchaser"); Western Country Clubs, Inc., a Colorado corporation
("WCCI"); and, C.H. Financial Corporation, an Oklahoma corporation
("CHFC").
WHEREAS, Seller, Purchaser and WCCI entered into a Stock Purchase
Agreement dated September 20, 1996 (the "Agreement") pursuant to which
Purchaser contracted to purchase from Seller 1,300,000 shares of common
stock, $.01 par value (the "Shares"), of WCCI, upon the terms and subject
to the conditions therein set forth a copy of which is attached hereto;
and,
WHEREAS, the Second Closing of the Third Shares (as defined in the
Agreement) did not occur as required on or before November 15, 1996 because
Purchaser did not purchase said shares; and,
WHEREAS, Purchaser, CHFC and Seller desire to extend the Second
Closing in accordance with the terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the foregoing premises and the
representations, warranties and agreements herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. ARTICLE I, Section 1.01 (b) SECOND CLOSING. of the Agreement is
amended as follows:
(b) SECOND CLOSING. At the second closing (the "Second
Closing"), Seller shall sell and transfer to Purchaser and CHFC and
Purchaser and CHFC shall purchase from Seller three hundred thousand
(300,000) Shares (the "Third Shares") at $1.00 per share or $300,000
payable in cash together with interest at the rate of ten percent (10%) per
annum from November 15, 1996 to the occurrence of the Second Closing. The
Second Closing shall take place at the offices of Xxxxxxx Key & Xxxxxxxx,
P.C., 0000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 on or before
February 15, 1997. At the Second Closing, the Purchaser and/or CHFC shall
deliver to Seller $300,000 for the Third Shares in immediately available
federal funds by wire transfer or by cashier's check, and Seller shall
deliver to Purchaser and CHFC a stock certificate(s) representing the Third
Shares, duly endorsed for transfer. The obligation of Purchaser and CHFC to
purchase the Third Shares is joint and several.
2. All of the remaining provisions of the Agreement are hereby
restated with respect to CHFC as a Purchaser under the Agreement including,
but not limited to, Article III Representations and Warranties of the
Purchaser and Article IV Conditions to Seller's Obligations.
3. CHFC shall execute and deliver to Seller the Guaranty attached
hereto as Exhibit A and made a part hereof.
4. Purchaser and CHFC hereby acknowledge that neither has any claim
to assert against Seller for not purchasing the Third Shares.
5. NOTICES. All notices, requests, demands and other communications
which are required or may be given under this Agreement shall be in writing
and shall be delivered by personal delivery, by overnight courier or by
registered or certified mail, postage prepaid, to the parties as set forth
in the Agreement and to CHFC as follows:
C.H. Financial Corporation
0000 XX Xxxxxxxxxx, Xxxxx 0000
Xxxxxxxx Xxxx, XX 00000
Attention: Xxx X. Love, President
with a copy to:
Xxxx Xxxxxx, Attorney
0000 XX Xxxxxxxxxx, Xxxxx 0000
Xxxxxxxx Xxxx, XX 00000
All notices shall be effective upon delivery. Rejection or other refusal
to accept delivery of notice or the inability to deliver because of change
of address as to which no notice was given hereunder shall be deemed to be
receipt of the notice sent.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first above written.
RED RIVER CONCEPTS, INC.
By:/s/Xxxxx X. Xxxxxxxxx Xxxx X. Xxxxxx
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Xxxxx X. Xxxxxxxxx, President Xxxx X. Xxxxxx
WESTERN COUNTRY CLUBS, INC.
By:/s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx, President
Designees:
/s/ Xxxxx X. and Xxxxxx X. Xxxxxxxx
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Xxxxx X. and Xxxxxx X. Xxxxxxxx, JTWROS
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx for Hanifen, Imhoff, Custodian
for XXX/SEP for the Benefit of Xxxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
/s/ Xxxxx Xxxxxx-Xxxxxxxx
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Xxxxx Xxxxxx-Xxxxxxxx
X.X. FINANCIAL CORPORATION
By:
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