AMENDMENT TO STOCK PURCHASE AGREEMENT
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
office 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 /s/ 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:
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Xxxxx X. and Xxxxxx X. Xxxxxxxx, JTWROS
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Xxxx X. Xxxxxx
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Xxxxxx Xxxxx for Hanifen, Imhoff, Custodian
for XXX/SEP for the Benefit of Xxxxx 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:/s/ Xxx X. Love
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