Amendment Letter to Stock Purchase Agreement among Samson Resources Corporation, Samson Investment Company, and Selling Stockholders
This letter agreement, dated March 19, 2012, amends the Stock Purchase Agreement originally signed on November 22, 2011, among Samson Resources Corporation (formerly Tulip Acquisition Corporation), Samson Investment Company, and the Selling Stockholders. The amendment extends certain deadlines for delivering or destroying records, limits some record requirements to specific divisions, and updates the disclosure schedule regarding ongoing litigation. All other terms of the original agreement remain unchanged. The amendment is effective upon acceptance and signature by the parties involved.
Exhibit 2.3
Samson Plaza
Two West Second Street
Tulsa, Oklahoma 74103-3103
USA
918 ###-###-####
Fax 918 ###-###-####
March 19, 2012
Mr. David Adams
Chief Executive Officer
Samson Resources Company
Samson Investment Company
Two West Second Street
Tulsa, Oklahoma 74103
| Re: | Stock Purchase Agreement dated as of November 22, 2011 among Tulip Acquisition Corporation (now Samson Resources Corporation), Samson Investment Company, and the Selling Stockholders named therein, as amended by that certain Amendment No. 1 to Stock Purchase Agreement dated as of December 12, 2011 (as so amended, the “Agreement”) |
Dear Mr. Adams:
I am writing to confirm the following understandings pursuant to our recent discussions.
First, the parties to the Agreement have agreed to amend, and extend certain time periods set forth in, Section 7.9 of the Agreement for the delivery and/or destruction of Records as follows:
| 1. | The ninety (90) day time period set forth in Section 7.9(a), as it relates only to Sections 7.9(a)(i) and 7.9(a)(ii), shall be extended to a period of one hundred eighty (180) calendar days. |
| 2. | The requirements of Section 7.9(a)(iv) shall be limited to only those Company Records relating to the Gulf Coast Division and the Offshore Division. |
| 3. | The sixty (60) day time period set forth in Section 7.9(b) shall be changed to be the later of: (i) sixty (60) calendar days after final resolution of, and payment provided for in, the Post-Closing Settlement Statement pursuant to Annex B and (ii) one hundred eighty (180) calendar days after Closing. |
Mr. David Adams
March 19, 2012
Page 2
Second, the parties to the Agreement acknowledge that the litigation styled Chaparral Energy v. SRC, et al., District Court, Latimer County, Oklahoma, Case No. CJ-2007-144, pertains to the Selling Stockholder Transaction and accordingly agree that such litigation will be removed from Section 9.3 of the Disclosure Schedule and will be inserted in Section 9.2 of the Disclosure Schedule.
All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Agreement.
Except as expressly amended hereby, the Agreement shall remain with its original terms, as previously amended.
If the foregoing accurately reflects our agreement, please sign the signed original of this letter to me.
| Sincerely, | ||
| By: | /s/ Stacy Schusterman, | |
| Stacy Schusterman, as an authorized officer of SFT (Delaware) Management LLC | ||
| and ST 2008 (Delaware) Management, LLC | ||
| By: | /s/ Sanford Cardin, | |
| Sanford Cardin, as President of Charles | ||
| and Lynn Schusterman Family Foundation | ||
| AGREED TO AND ACCEPTED MARCH 26, 2012 | ||
| By: | /s/ David Adams, | |
| David Adams, as Chief Executive Officer of Samson | ||
| Investment Company and Samson Resources Corporation | ||
| (formerly known as Tulip Acquisition Corporation) | ||
