SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
October 10, 1996
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(Date of Report)
WESTERN COUNTRY CLUBS, INC.
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(Exact Name of Registrant as specified in its charter)
COLORADO
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(State or other jurisdiction of incorporation)
0-24058 84-1131343
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(Commission File Number) (IRS Employer Identification Number)
1601 West Evans Street, Denver, Co. 80223
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(Address of principal executive offices including zip code)
(303) 934-2424
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(Registrant's telephone number including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant
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Troy H. Lowrie, the then President, a director and a principal shareholder
of Western Country Clubs, Inc., a Colorado corporation ("WCCI"), entered into a
Stock Purchase Agreement dated as of September 20, 1996 (the "Agreement") with
Red River Concepts, Inc. a Delaware corporation ("Red River") and its designees,
and WCCI under which Mr. Lowrie agreed to sell to Red River 1,300,000 shares of
common stock, $.01 par value (the "Shares"), of WCCI which he owned, upon the
terms and conditions set forth in the Agreement.
Pursuant to the first closing under the Agreement which occurred on October
10, 1996 (the "First Closing"), Lowrie sold: (i) two hundred thousand (200,000)
Shares (the "Initial Shares") for $1.00 per share or $200,000 in cash to certain
designees of Red River; and (ii) eight hundred thousand (800,000) Shares (the
"Second Shares") for $1.00 per share or $800,000 paid with a one-year promissory
note in the principal amount of $800,000 (the "Note") to Red River. The Note
bears interest at the prime rate of First Interstate Bank of Denver, N.A., to be
paid semi-annually, is secured by the Second Shares, is guaranteed by Red River
and is personally guaranteed by James E. Blacketer and Joe R. Love (officers and
directors of Red River). The Agreement provides that if any of the Second Shares
are sold by Red River prior to the due date of the Note, Red River will apply
all of the proceeds thereof to the payment of the Note, such proceeds to be
applied first to any unpaid interest and the balance to principal to the extent
required to retire the Note, and Lowrie will release the shares to the extent
they have been fully paid for. The failure of Red River to purchase the Third
Shares at the second closing (the "Second Closing") constitutes a default under
the Note.
At the Second Closing under the Agreement, Lowrie will sell to Red River
three hundred thousand (300,000) Shares (the "Third Shares") at $1.00 per share
or $300,000 payable in cash. The Second Closing will occur on or before November
15, 1996.
In connection with the First Closing, Lowrie and Red River entered into a
Voting Trust Agreement with respect to the Second and Third Shares under which
Red River granted to Lowrie the right to vote the Second and Third Shares on all
matters submitted to the shareholders of WCCI, but only upon the occurrence of
an event of default under the Note and during the pendency thereof.
Under the Agreement, Lowrie and WCCI have agreed to cause James E.
Blacketer and Joe R. Love to be appointed as directors of WCCI, as well as a
person to be selected by Red River at a future date, which person shall be
subject to the approval of the existing WCCI Board. The new directors will not
take office, however, until ten days after WCCI files with the Securities and
Exchange Commission and mails to its shareholders a Statement on Form 14(f)
disclosing the new board members as required under Section 14(f) of the
Securities Exchange Act of 1934, as amended. At such time, the current board
members, other than Lowrie, shall resign.
Effective with the First Closing, James E. Blacketer was appointed
President, Don Grimmitt was appointed Vice President of Operations and Secretary
and Ted W. Strickland was appointed
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Chief Financial Officer and Treasurer. Under the Agreement, Lowrie has agreed to
remain as a director of WCCI for up to one year in order to assist with the
transition.
Under the Agreement Red River has agreed that immediately following the
First Closing it will use its best efforts to arrange a suitable secondary
offering for WCCI, with the primary goal of raising $5 to $7 million in new
capital for WCCI.
Prior to the purchase of the shares from Lowrie, none of Red River, its
designees, nor any of their affiliates, owned any voting securities of WCCI. As
a result of the foregoing purchases of shares from Lowrie, Red River owns
800,000 shares or 25.64% of WCCI's outstanding shares, Roger D. and Davina S.
Lockhart, two of the designees of Red River, own 150,000 shares or 4.82% of
WCCI's outstanding shares, and the two other designees own collectively 50,000
shares or 1.61% of WCCI's outstanding shares. As officers and directors of Red
River, James E. Blacketer and Joe R. Love may each be deemed to beneficially own
all 800,000 of the shares of WCCI owned directly by Red River. Red River is
owned 100% by Shane Investments, L.C., a Texas limited liability company. The
sole owner and manager of Shane is Joe Robert Love, Jr., an officer and director
of Red River and the son of Joe R. Love. As an officer and director of Red River
and the sole owner and manager of Shane, Joe Robert Love, Jr. is deemed to
beneficially own all 800,000 of the shares of WCCI owned directly by Red River.
WCCI knows of no other arrangements, the operation of which may, at a
subsequent date, result in a change of control of WCCI.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
9.1 Voting Trust Agreement between Troy H. Lowrie and Red River
Concepts, Inc. dated as of September 20, 1996.
10.1 Stock Purchase Agreement between Troy H. Lowrie, the Registrant
and Red River Concepts, Inc. and its designees dated as of September 20, 1996.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
WESTERN COUNTRY CLUBS, INC.
Date: October 22, 1996 By: /S/ James E. Blacketer
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James E. Blacketer, President
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VOTING TRUST AGREEMENT
THIS VOTING TRUST AGREEMENT is made as of this 20th day of September, 1996,
by and between RED RIVER CONCEPTS, INC., a Delaware corporation ("Red River"),
and Troy H. Lowrie ("Lowrie").
WHEREAS, pursuant to a Stock Purchase Agreement dated September 20, 1996,
between Red River, Lowrie and Western Country Clubs, Inc., a Colorado
corporation ("WCCI"), (the "Stock Purchase Agreement"), Red River and/or its
assignees will be purchasing an aggregate of 1,300,000 shares of common stock,
$.01 par value, from Lowrie (the "Shares"). Capitalized terms used herein which
are not defined herein shall have the same meanings given to them in the Stock
Purchase Agreement. The Shares are to be purchased as follows: (i) 200,000
Shares will be purchased for cash at the First Closing (the "First Shares");
(ii) 800,000 Shares will be purchased for a promissory note in the principal
amount of $800,000 (the "Note") at the First Closing (the "Second Shares"); and
(iii) 300,000 Shares will be purchased for cash at the Second Closing (the
"Third Shares");
WHEREAS, Red River and Lowrie have agreed under the Stock Purchase
Agreement that the Second and Third Shares shall be subject to a Voting Trust
Agreement.
NOW, THEREFORE,in consideration of the foregoing premises and the
agreements herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
AGREEMENT
1. The parties to this Voting Trust Agreement, intending to legally bind
themselves, their successors, executors, administrators, heirs and assigns,
agree that they will at all times during the term of this Agreement be bound by
the following terms. Upon the occurrence of an event of default under the Stock
Purchase Agreement and/or the Note and during the pendency thereof, Red River
and/or its assignees, who become the beneficial owners of the Second and Third
Shares by virtue of the transactions contemplated by the Stock Purchase
Agreement, hereby appoint Lowrie or such person as he shall designate (as
applicable, the "Designated Attorney-In-Fact") as their attorney and proxy to
appear, attend and vote the Second and the Third Shares with respect to any and
all matters brought before the shareholders of WCCI in his sole and absolute
discretion.
2. This Voting Trust Agreement shall terminate upon the payment in full of
the Note.
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IN WITNESS WHEREOF, the parties have executed this Voting Trust Agreement
on the date and year first above written.
RED RIVER CONCEPTS, INC.
By: /s/ James E. Blacketer, President
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James E. Blacketer, President
TROY H. LOWRIE
/s/ Troy H. Lowrie
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Troy H. Lowrie
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is made as of this 20th day of September,
1996 by and between Troy H. Lowrie ("Seller"), Red River Concepts, Inc. a
Delaware corporation, and/or its designees (collectively the "Purchaser") and
Western Country Clubs, Inc., a Colorado corporation ("WCCI").
WHEREAS, Seller desires to sell to Purchaser and Purchaser desires 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 hereinafter 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:
ARTICLE I
PURCHASE AND SALE OF SHARES
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1.01 Agreement to Sell and Purchase Shares. The Seller agrees to sell and
the Purchaser agrees to purchase the 1,300,000 shares in two closings as
follows:
(a) First Closing. At the first closing (the "First Closing"), Seller
shall sell and transfer to Purchaser, and Purchaser shall purchase from Seller:
(i) two hundred thousand (200,000) shares (the "Initial Shares") at $1.00 per
share or $200,000 payable in cash; and (ii) eight hundred thousand (800,000)
Shares (the "Second Shares") at $1.00 per share or $800,000 payable with a
one-year promissory note in the principal amount of $800,000 (the "Note"). The
Note will bear interest at the prime rate of First Interstate Bank of Denver,
N.A., to be paid semi-annually, will be secured by the Second Shares, will be
guaranteed by the Purchaser and will be personally guaranteed by each of the
shareholders of Purchaser. If any of the Second Shares are sold by Purchaser
prior to the due date of the Note, the Purchaser will apply all of the proceeds
thereof to the payment of the Note, such proceeds to be applied first to any
unpaid interest and the balance to principal to the extent required to retire
the Note, and Seller will release the shares to the extent they have been fully
paid for. The failure of Purchaser to purchase the Third Shares at the Second
Closing as defined in paragraph (b) below shall constitute a default under the
Note. The First Closing shall take place at the offices of Brenman Key &
Bromberg, P.C., 1775 Sherman Street, Suite 1001, Denver, Colorado 80203
simultaneously with the execution of this Agreement. At the First Closing, the
Purchaser shall deliver to Seller : (i) $200,000 for the Initial Shares in
immediately available federal funds by wire transfer or cashier's check; and
(ii) the Note for the Second Shares, and Seller shall deliver to Purchaser stock
certificate(s) representing the Initial Shares, duly endorsed for transfer.
Seller shall retain possession of the certificates of the Second Shares until
the Note has been paid in full. In the event a portion of the principal amount
of the Note is paid, Seller shall deliver to Purchaser a certificate or
certificates, duly endorsed for transfer, representing such Shares. Upon payment
in full of the principal amount of the Note and all accrued interest, Seller
shall deliver to Purchaser a certificate or certificates, duly endorsed for
transfer, representing such remaining Shares.
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(b) Second Closing. At the second closing (the "Second Closing"),
Seller shall sell and transfer to Purchaser, and Purchaser shall purchase from
Seller three hundred thousand (300,000) Shares (the "Third Shares") at $1.00 per
share or $300,000 payable in cash. The Second Closing shall take place at the
offices of Brenman Key & Bromberg, P.C., 1775 Sherman Street, Suite 1001,
Denver, Colorado 80203 on or before November 15, 1996. At the Second Closing,
the Purchaser 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 a stock certificate(s) representing the Third
Shares, duly endorsed for transfer.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF Seller
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Seller hereby represents and warrants to Purchaser as follows:
2.01 Authority of Seller. Seller has the authority to execute and deliver
this Agreement and to perform his obligations under this Agreement. This
Agreement is a valid and binding obligation of Seller, enforceable in accordance
with its terms.
2.02 Validity of Shares. The Shares have been validly issued and are fully
paid and nonassessable shares of WCCI common stock.
2.03 Disclosure. Seller has furnished to Purchaser all information and
documents regarding WCCI which Purchaser has requested.
2.04 Brokers. Seller has not entered into any agreement for the payment of
any broker's or finder's fee or commission in connection with the purchase or
sale of the Shares. Seller agrees to indemnify and hold the Purchaser and its
officers, directors, employees and agents harmless against any such commissions,
fees or other compensation.
2.05 Representations and Warranties. No representation, warranty or
covenant contained in this Agreement or in any written statement delivered
pursuant hereto made by Seller contains or shall contain any untrue statement of
a material fact.
2.06 Representations and Warranties at Closing. Except as otherwise
expressly provided herein, the representations and warranties of Seller set
forth in this Agreement shall be true on and as of the First Closing and the
Second Closing, to the extent applicable, as though such representations and
warranties were made on and as of such times.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
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The Purchaser represents and warrants to Seller as follows:
3.01 Organization and Qualification. The Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of Delaware and
has the requisite corporate power and authority to own, lease and operate its
properties and to carry on its business in the manner now being conducted.
3.02 Power and Authority of Purchaser. The Purchaser has the full corporate
power and authority to execute and deliver this Agreement and to perform its
obligations under this Agreement. The execution, delivery and performance of
this Agreement by Purchaser have been authorized by all necessary corporate
actions required by law, Purchaser's Certificate of Incorporation and its Bylaws
or otherwise required to be taken to authorize the execution and delivery of
this Agreement and the consummation of the transactionscontemplated hereby. This
Agreement is a valid and binding obligation of Purchaser, enforceable in
accordance with its terms.
3.03 No Conflict. Neither the execution and delivery of this Agreement nor
the consummation by Purchaser of the transactions contemplated hereby will (a)
conflict with or result in a breach of any provision of its Certificate of
Incorporation or Bylaws, (b) result in a default (or give rise to any right of
termination, cancellation or acceleration) under any of the terms, conditions or
provisions of any material note, bond, mortgage, indenture, franchise, license,
permit or agreement or other instrument or obligation to which Purchaser is a
party or by which Purchaser is bound or to which any of the assets of Purchaser
is subject, (c) violate in any material respect any statute or law or any
judgment, decree, order, writ, injunction, regulation or rule applicable to
Purchaser, or (d) result in or require the creation of any material lien with
respect to any assets of Purchaser.
3.04 Receipt of Information. The Purchaser and its representatives have
received and reviewed this Agreement and all other documents and materials
Seller has provided to it in connection with the transactions contemplated by
this Agreement. The Purchaser and its representatives have had access to and an
opportunity to review all documents and other materials requested of Seller and
have been given an opportunity to ask such questions of Seller concerning the
terms and conditions of the sale of the Shares and concerning the business,
operations, financial condition, assets and liabilities of Seller and other
relevant matters as they have deemed necessary or desirable and have been given
all such information as they have requested, in order to evaluate the merits and
risks of the investment contemplated herein.
3.05 Brokers. The Purchaser has not entered into any agreement for the
payment of any broker's or finder's fee or commission in connection with the
purchase or sale of the Shares. The Purchaser agrees to indemnify and hold
Seller and his agents harmless against any such commissions, fees or other
compensation.
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3.06 Restricted Securities.
(a) The Purchaser understands that the Shares have not been registered
under the Securities Act of 1933, as amended (the "Act") or registered or
qualified under any state securities laws on the grounds that such Shares are
being issued in a transaction exempt from the registration requirements of the
Act pursuant to Section 4(1) of the Act and exempt from qualification pursuant
to comparable available exemptions in the State in which the Purchaser resides
and that Seller's reliance upon such exemptions is predicated upon the
Purchaser's representations set forth in this Agreement. The Purchaser
acknowledges and understands that the Shares must be held indefinitely unless
they are subsequently registered under the Act and qualified or registered under
applicable state securities laws or an exemption from registration and
qualification is available, and that WCCI is under no obligation to register or
qualify the Shares. WCCI may require an opinion of the Purchaser's counsel prior
to authorizing any transfer of the Shares in reliance on an exemption from
registration or qualification to the effect that the transfer is exempt from
such registration or qualification. The Purchaser shall hold harmless Seller,
his agents, WCCI and its officers, directors, agents and employees against any
loss or liability arising from any disposition of the Shares by it in violation
of this Section 3.05.
(b) This Agreement is made with each Purchaser in reliance upon its
representations to Seller, which by execution of this Agreement the Purchaser
hereby confirms, that the Shares to be received by the Purchaser will be
acquired for investment for the Purchaser's own account and not as a nominee or
agent and not with a view to the resale or distribution of any part thereof, and
that the Purchaser has no present intention of selling, granting any
participation in, or otherwise distributing the same. By executing this
Agreement the Purchaser further represents that it does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to any of the
Shares.
(c) Each shareholder of Purchaser and each designee or assignee of
Purchaser is an accredited investor within the meaning of Rule 501 of Regulation
D promulgated under the 1933 Act and has such knowledge and experience in
financial and business matters that he/she is capable of evaluating the merits
and risks of the investment to be made by him/her hereunder and it is able to
bear the economic risk of his/her investment. Each shareholder of Purchaser and
each designee or assignee of Purchaser hereunder is an accredited investor by
virtue of the fact that he or she has either: (i) a net worth of $1,000,000; or
(ii) $200,000 in income (or $300,000 with his/her spouse) in the past two years
and expects to have at least $200,000 in income ($300,000 with his/her spouse)
during the current year.
(d) The Purchaser either (i) has a pre-existing personal or business
relationship with WCCI or any of its officers, directors or controlling persons,
or (ii) by reason of its business or financial experience (or the business or
financial experience of its professional advisors who are unaffiliated with and
who are not compensated, directly or indirectly, by Seller, or any affiliate or
selling agent of Seller), could be reasonably assumed to have the capacity to
protect its own interests in connection with this transaction.
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(e) The securities offered hereby have not been offered to the
Purchaser by any form of general solicitation or general advertising, including,
but not limited to, any advertisement, article, notice or other communication
published in any newspaper, magazine, or similar media or broadcast over
television or radio, or any seminar or meeting whose attendees have been invited
by any general solicitation or general advertising.
(f) The Purchaser has kept and will keep confidential all non-public
information furnished to the Purchaser by or on behalf of Seller and has not
provided and will not provide the same to anyone other than its employees,
agents (including counsel and accountants) and partners, on a "need to know"
basis.
3.07 Legends. The Purchaser acknowledges that each certificate or other
document evidencing the Shares shall be endorsed with the legends set forth
below:
(a) "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED
OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR
COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM REGISTRATION. THE COMPANY MAY REFUSE
TO AUTHORIZE ANY TRANSFER OF THE SECURITIES IN RELIANCE ON AN EXEMPTION FROM
REGISTRATION UNTIL IT HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE
COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED."
(b) If required by the authorities of any state in connection with the
issuance or sale of the Shares, any legends required by such state authority.
3.08 Confidentiality. The Purchaser shall keep confidential and shall not
use the trade secrets and other non-public information provided to it by Seller
or its agents in connection with the transactions contemplated hereby.
3.09 Representations and Warranties. No representation, warranty or
covenant contained in this Agreement or in any written statement delivered
pursuant hereto made by Purchaser contains or shall contain any untrue statement
of a material fact.
3.10 Representations and Warranties at Closing. Except as otherwise
expressly provided herein, the representations and warranties of the Purchaser
set forth in this Agreement shall be true on and as of the First Closing and the
Second Closing, to the extent applicable, as though such representations and
warranties were made on and as of such times.
ARTICLE IV
CONDITIONS TO SELLER'S OBLIGATIONS
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Each and every obligation to Seller under this Agreement to be performed on
or before the First Closing and the Second Closing shall be subject to the
satisfaction, on or before such closings, of each of the following conditions,
unless waiver in writing by Seller:
4.01 Representations and Warranties True. The representations and
warranties of the Purchaser contained herein shall be in all material respects
true and accurate as of the date when made and at and as of the First Closing
and the Second Closing as though such representations and warranties were made
at and as of such dates, except for changes expressly permitted or contemplated
by the terms of this Agreement.
4.02 Performance. The Purchaser shall have performed and complied with all
agreements, obligations and conditions required by this Agreement to be
performed or complied with by it at or prior to the First Closing and the Second
Closing.
4.03 Voting Trust Agreement. At the First Closing, Seller and Purchaser
shall enter into a Voting Trust Agreement with respect to the Second and Third
Shares under which Purchaser shall grant Seller the right to vote the Second and
Third Shares on all matters submitted to the shareholders of WCCI, but only upon
the occurrence of an event of default under the Note and during the pendency
thereof.
ARTICLE V
CONDITIONS TO OBLIGATIONS OF PURCHASER
--------------------------------------
Each and every obligation of the Purchaser under this Agreement to be
performed on or before the First Closing and the Second Closing shall be subject
to the satisfaction, on or before such closings, of each of the following
conditions, unless waived in writing by the Purchaser:
5.01 Representations and Warranties True. The representations and
warranties of Seller contained herein shall be true and accurate in all material
respects as of the date when made and at and as of the First Closing and the
Second Closing as though such representations and warranties were made at and as
of such dates, except for changes expressly permitted or contemplated by the
terms of this Agreement.
5.02 Performance. Seller shall have performed and complied with all
agreements, obligations and conditions required by this Agreement to be
performed or complied with by it at or prior to the First Closing and the Second
Closing.
ARTICLE VI
CONDITIONS SUBSEQUENT TO CLOSING
--------------------------------
6.01 New Board Members. After the First Closing of the Initial Shares and
the Second Shares, Seller and WCCI shall cause James E. Blacketer and Joe R.
Love to be appointed as
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Directors of WCCI, as well as a designee selected by Purchaser, which designee
shall be subject to the approval of the existing WCCI Board. Such persons shall
not take office, however, until ten days after WCCI files and mails to its
shareholders a Statement on Form 14(f) disclosing the new Board members as
required under Section 14(f) of the Securities Exchange Act of 1934, as amended.
At such time, the current Board Members, other than Lowrie, shall resign.
6.02 New Management. Upon closing Don Grimmitt shall be hired to head
operations. Subsequent to the appointment of the new board members, James E.
Blacketer shall be hired to head corporate development. The Board of Directors
shall hire a qualified Chief Financial Officer as soon as practicable.
6.03 Lowrie. Seller and WCCI agree that Seller will remain as a director of
WCCI for up to one year in order to assist in any way reasonably necessary to
insure a smooth transition caused by the transactions contemplated hereunder
both in WCCI's operations and in WCCI's relationship with the investment
community. Lowrie hereby acknowledges that it would be in the best interest of
WCCI to acquire the "Wichita Club" subject to due diligence review and obtaining
reasonable acquisition terms. In the event of satisfactory completion of such
review and the obtaining of such terms, Lowrie will vote for, and will use his
best efforts to cause the other WCCI directors, to vote for such acquisition.
Lowrie also hereby agrees that it is currently in the best interest of WCCI to
consider granting registration rights to holders of WCCI restricted stock,
either pursuant to the Secondary Offering, set forth in Section 6.04 infra. or
through separate registration.
6.04. Secondary Offering. Immediately following the First Closing of the
Initial Shares and the Second Shares, Purchaser shall use its best efforts to
arrange a suitable secondary offering for WCCI, with the primary goal of raising
$5 to $7 million in new capital for WCCI, with the secondary goal, if necessary,
of allowing selling shareholders to sell WCCI stock under the secondary
offering, in order to satisfy the $800,000 Note.
ARTICLE VII
MISCELLANEOUS PROVISIONS
------------------------
7.01 Amendment and Waiver. This Agreement shall not be altered or amended
except by a written instrument executed by Seller, Purchaser and WCCI. Any
waiver of any term, covenant, agreement or condition contained in this Agreement
shall not be deemed a waiver of any other term, covenant, agreement or
condition, and any waiver of any default in such term, covenant, agreement or
condition shall not be deemed a waiver of any later default thereof or of any
default of any other term, covenant, agreement or condition.
7.02 Severability. In the event that any one or more of the provisions of
this Agreement shall be invalid, illegal or unenfor-ceable, all other provisions
hereof shall be given effect separately therefrom and shall not be affected
thereby.
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7.03 Expenses. Except as otherwise provided herein, whether or not the
transactions contemplated by this Agreement shall be consummated, the parties
hereto shall be responsible for their own fees and expenses incurred in
connection with this Agreement.
7.04 Press Releases. All press releases or other public communications
relating to this Agreement or the transactions contemplated hereby will require
the prior approval of the Purchaser, Seller and WCCI, unless counsel has advised
any party that such release or other public communication must immediately be
issued and the issuing party has not been able, despite its good faith efforts,
to secure the prior approval of the other parties.
7.05 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 follows:
If to Seller:
Troy H. Lowrie
1601 West Evans
Denver, Colorado 80223
with a copy to:
Brenman Key & Bromberg, P.C.
1775 Sherman Street
Suite 1001
Denver, Colorado 80203
Attention: A. Thomas Tenenbaum, Esq.
If to WCCI:
Western Country Clubs, Inc.
1601 West Evans
Denver, Colorado 80223
with a copy to:
Brenman Key & Bromberg, P.C.
1775 Sherman Street
Suite 1001
Denver, Colorado 80203
Attention: A. Thomas Tenenbaum, Esq.
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If to Purchaser:
Red River Concepts
1601 Northwest Expressway, Suite 2101
Oklahoma City, Oklahoma 73118
Attention: James Blacketer, President
with a copy to:
John Hudson, Esq.
1601 Northwest Expressway, Suite 1910
Oklahoma City, Oklahoma 73118
or to such other address as any party shall have specified by notice in writing
to the others in accordance with the terms of this Section 7.05. 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.
7.06 Entire Agreement. This Agreement constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof.
7.07 Assignment. This Agreement and all of the provisions hereof shall be
binding and inure to the benefit of the parties hereto and their respective
successors and permitted assigns. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by either party without the
prior written consent of the other party to this Agreement, except that
Purchaser may assign to any party any of the Shares purchased hereunder, or the
right to purchase such Shares, so long as that party takes the shares subject to
this Agreement.
7.08 Third Parties. Except as specifically set forth or referred to herein,
nothing herein expressed or implied is intended or shall be construed to confer
upon or give to any person other than the parties hereto and their successors or
permitted assigns, any rights or remedies under or by reason of this Agreement.
7.09 Section and Other Headings. The section and other headings contained
in this Agreement are for reference purposes only and shall not affect the
meaning or interpretation of this Agreement.
7.10 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original and all of which together shall be
deemed to be one and the same instrument.
7.11 Governing Law; Venue; Jurisdiction. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of Colorado without
regard to its conflicts of laws
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<PAGE>
doctrines. In the event of any litigation among the parties hereto, suit shall
be brought in Denver, Colorado and the parties hereto hereby submit themselves
to the jurisdictions of the state and federal courts in Denver, Colorado.
7.12 Further Assurances. Each of the parties hereto agrees that it will,
whenever and as often as it shall be reasonably requested by the other party,
execute, acknowledge and deliver, or cause to be executed, acknowledged and
delivered, any and all further instruments as may be reasonably necessary or
expedient in order to consummate the transactions provided for in this
Agreement, and do any and all further acts and things as may be reasonably
necessary or expedient in order to carry out the purpose and intent of this
Agreement.
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<PAGE>
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. TROY H. LOWRIE
By:/s/ James E. Blacketer /s/ Troy H. Lowrie
----------------------------- --------------------------------
James E. Blacketer, Troy H. Lowrie
President
WESTERN COUNTRY CLUBS, INC.
By:/s/ Eric Petersen
---------------------------------
Eric Petersen,
Vice President of Operations
Designees:
/s/ Roger D. and Davina S. Lockhart DATE: October 1, 1996
- ----------------------------------------
Roger D. and Davina S. Lockhart, JTWROS
/s/ John W. Ritter DATE: October 1, 1996
- -----------------------------------------
John W. Ritter
/s/ Connie Simon DATE: October 1, 1996
- -----------------------------------------
Connie Simon for Hanifen, Imhoff, Custodian
for IRA/SEP for the Benefit of Roger D. Lockhart
/s/ Davina S. Lockhart DATE: October 1, 1996
- -----------------------------------------
Davina S. Lockhart
/s/ Donna Murray-Muenzler DATE: October 1, 1996
- -----------------------------------------
Donna Murray-Muenzler
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