EXHIBIT 3.4
AMENDMENT TO BUYER'S TERMS AND CONDITIONS OF PURCHASE
This is to evidence an Agreement by and between The Oil & Gas Asset
Clearinghouse, L.P. by its General Partner, The Petroleum Clearninghouse, Inc.
("The Clearinghouse") and Arena Resources Inc. ("Buyer") to amend the Buyer's
Terms and Conditions of Purchase ("Buyer's Agreement") entered into between The
Clearinghouse and Buyer relative to Buyer's participation in an auction of oil
and gas properties known as Sale No. 176C conducted by The Clearinghouse on
August 15, 2002 ("the Sale"). Only to the extent of Lot No. 92 ("Subject
Property") which buyer successfully submitted a high bid of $827,500.00
("Purchase Price"), it is hereby agreed that paragraph 3. SETTLEMENT of the
Buyer's Agreement shall be amended as follows:
Notwithstanding anything to the contrary contained in the Buyer's Agreement and
in lieu of the requirement to make full payment of the Purchase Price on the day
of the Sale, Buyer shall immediately pay or make arrangements to pay to Compass
Bank, as escrow agent, a performance deposit in the amount of twenty percent
(20%) of the Purchase Price ($165,500.00) ("Performance Deposit"). THIS
PERFORMANCE DEPOSIT IS SOLELY TO ASSURE THE PERFORMANCE OF BUYER PURSUANT TO
THTE TERMS AND CONDITIONS OF THE BUYER'S AGREEMENT AND IS A CCEPTED BY SELLER
AND THE CLEARINGHOUSE SUBJECT TO BUYER'S FULL ACKNOWLEDGEMENT THAT THE TERMS AND
CONDITIONS OF ALL CONVEYANCING DOCUMENTS AND THE AMOUNT OF THE PURCHASE PRICE
ARE NON-NEGOTIABLE.
The Purchase Price shall be paid in full on the later of (i) on or before 2:00
p.m. CST on July 30, 2002 or (ii) within three (3) business days following
notification from The Clearinghouse or the Seller that any preferential rights,
right of first refusal, right of consent or other right has been either waived
or the required response time has elapsed. At such time as the Purchase Price is
received in full by Compass Bank, as escrow agent, as provided for in paragraph
3 of the Buyer's Agreement, The Clearinghouse shall return the Performance
Deposit, without interest, within three (3) banking days after receipt of
written notice thereof. IF PAYMENT IN FULL OF THE PURCHASE PRICE IS NOT TIMELY
RECEIVED OR SHOULD BUYER REFUSE OR BE UNABLE FOR ANY REASON (INCLUDING FAILURE
TO OBTAIN FINANCING) TO CLOSE ON THE TRANSACITON IN ACCORDANCE WITH THE TERMS OF
THE BUYER'S AGREEMENT, AS AMENDED HEREBY, AND/OR PROPERLY EXECUTE THE ORIGINAL
ASSIGNMENT(S) AND OTHER DOCUMENTS NECESSARY TO CONSUMMATE THE TRANSFER OF THE
SUBJECT PROPERTY PURSUANT TO PARAGRAPH 4 OF THE BUYER'S AGREEMENT, SELLER MAY
RETAIN THE PERFORMANCE DEPOST AS AGREED LIQUIDATED DAMAGES AND NOT AS A PENALTY.
In the event that a third party having preferential right to purchase the
subject property, exercises such right, then The Clearinghouse shall refund the
Performance Deposit to Buyer within five (5) business days from receipt of
notice that such right has been exercised. Except as to the amendment of payment
procedures as provided hereinabove, all of the terms and conditions of the
Buyer's Agreement shall remain unchanged.
ACCEPTED AND AGREED TO THIS 15 DAY OF JULY, 2002.
ARENA RESOURCES INC THE OIL & GAS ASSET CLEARINGHOUSE, L.P.
By its General Partner The Petroleum
Clearinghouse, Inc.
/s/ Xxxxxxx XxXxxx /s/ Xxxxxx X. Xxxxxx
By: Xxxxxxx XxXxxx By: Xxxxxx X. Xxxxxx
Title: Chairman of the Board Title: Sr. Vice President Business Development
