SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT
AND
CESSATION AGREEMENT
This Agreement, made and entered into this 14th day of April, 1997, by
and between Xxxx X. Xxxxxx ("Xxxxxx"), Red River Concepts, Inc., ("Red River"),
a Delaware corporation, Western Country Clubs, Inc., ("WCCI"), a Colorado
corporation, Jebco, L.L.C. ("Jebco"), Xxxx Xxxxxxx Xxxx Trust, ("JML Trust"), a
qualified subchapter S Trust, and L A F, A Limited Partnership ("LAF").
Witnesseth:
Whereas, Red River and Xxxxxx desire to amend that Stock Purchase
Agreement dated September 20, 1996, as amended November 26, 1996, and as amended
February 4, 1997; and
Whereas, Xxxxxx and WCCI desire to make certain agreements concerning
certain debts owed by WCCI to Xxxxxx; and
Whereas, Jebco, JML Trust, and LAF desire to purchase shares of WCCI
stock from Xxxxxx;
Now therefore, the parties hereto have agreed with each other as
follows:
1. Upon execution of this Agreement, Red River, Xxxxxx, and WCCI agree
to amend the Stock Purchase Agreement dated September 20, 1996, and amended on
November 26, 1996, and on February 4, 1997, to change the purchase price for the
800,000 shares of WCCI common stock already purchased by Red River under the
Agreement and to change the purchase price for the 300,000 shares of WCCI common
stock to be purchased under the Agreement, all as set forth hereinafter:
A. The new purchase price for the 800,000 shares of WCCI common
stock previously purchased by Red River shall be $400,000,
consisting of $100,000 paid in cash and $300,000 to be paid by a
promissory note in the amount of $300,000, payable to Xxxxxx,
bearing interest at the rate of ten percent per annum, with the
entire balance of principal and interest due on July 14, 1997.
The $800,000 note dated September 20, 1996, previously owed by
Red River, which constituted the original purchase price of the
800,000 shares, shall be canceled and rendered null and void and
Xxxxxx agrees to return the original $800,000 note to Red River.
B. 132,500 shares shall be purchased by JML Trust for $66,250, all
paid in cash upon execution hereof.
C. 30,000 shares shall be purchased by Jebco for $15,000, all paid
in cash upon execution hereof.
D. 137,500 shares shall be purchased by LAF for $68,750, all paid in
cash upon execution hereof.
2. As collateral for the above mentioned $300,000 note, Red River agrees
to pledge 550,000 shares of its WCCI common stock presently pledged to an
$800,000 note, and Xxxxxx agrees to keep 550,000 shares of WCCI stock as
collateral for the $300,000 note, and Xxxxxx agrees to deliver to Red River the
250,000 remaining shares.
3. Xxxxxx and Red River agree to cancel any obligations Red River may
have had in the original Stock Purchase Agreement regarding purchase of shares
of "Third Shares", and also agree to cancel the Voting Trust previously entered
into between Xxxxxx and Red River.
4. WCCI previously on February 4, 1997, in the Cessation Agreement
executed on that date, agreed to indemnify Xxxxxx from any liability on certain
obligations that Xxxxxx had either guaranteed or had collateralized on behalf of
WCCI. In that connection, the parties agree to modify the provisions of
paragraph 2(e) of the Cessation Agreement as follows:
WCCI agrees to pay in full the balance and accrued interest owed to
Colonial Bank, which balance is $278,116.60 as of the date hereof, and the
entire balance and accrued interest owed to Xxxxxx by WCCI by virtue of a
$100,000 loan made to WCCI, which balance is $106,176.78 as of the date hereof,
from the proceeds of the SB2 offering of WCCI preferred convertible stock. In
the event that said offering has not closed and the proceeds therefrom received
by WCCI by June 1, 1997, then WCCI agrees to begin on June 1, 1997, making
payments to Colonial Bank of $10,000 per month and pay the entire balance on
December 31, 1997, and agrees to pay to Xxxxxx on the $100,000 loan the sum of
$3,000 per month and pay the entire balance on December 31, 1997. WCCI agrees to
remain liable under the indemnity agreement to Xxxxxx, and the said paragraph
2(e) of the Cessation Agreement shall otherwise remain unchanged.
5. This Agreement, including the exhibits and other documents referred
to herein or delivered pursuant hereto, constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings, with respect to the subject matter hereof.
The terms and conditions of the original Stock Purchase Agreement and the
Cessation Agreement, as amended, shall, unless modified herein, remain
unchanged.
6. The parties agree that Colorado law shall govern the terms of this
Agreement.
7. This Agreement and all of its terms and provisions contained herein
shall be binding upon and inure to the benefit of the parties and their
respective successors and assigns. It is agreed that neither this Agreement, nor
any of the rights, interests or obligations contained herein shall be assigned
by the parties without the prior written consent of the parties.
Witness our hands the day and year first above written.
Agreed to: C.H. Financial Corporation
By: /s/Xxx X. Love
--------------------------------
Xxx X. Love, President
Red River Concepts, Inc.
By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------------
Xxxxx X. Xxxxxxxxx, President
Western Country Clubs, Inc.
By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------------
Xxxxx X. Xxxxxxxxx, President
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Xxxx X. Xxxxxx
JEBCO, L.L.C.
By: /s/ Xxx Xxxxxx Xxxxxxxxx
--------------------------------
Xxx Xxxxxx Xxxxxxxxx, Manager
L A F, A Limited Partnership
General Partner:
New World Properties, Inc.
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxx, President
Xxxx Xxxxxxx Xxxx Trust
By: /s/ Xxx Xxxxxxx Xxxxxxxx
--------------------------------
Xxx Xxxxxxx Xxxxxxxx, Trustee
