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AMENDMENT NO. 2 TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER (this "Amendment")
is made and entered into as of November 22, 2000, by and between III Exploration
Company, an Idaho corporation ("IIIX"), and Petroglyph Energy, Inc., a Delaware
corporation company ("Petroglyph").
RECITALS
Whereas, on June 20, 2000, IIIX and Petroglyph entered into an Agreement
and Plan of Merger, as amended by amendment dated August 24, 2000 (the "Merger
Agreement"), pursuant to which, upon the terms and subject to the conditions of
the Merger Agreement and in accordance with the DGCL (such term, and other
capitalized terms used in this Amendment without being otherwise defined, having
the meanings assigned thereto in the Merger Agreement), IIIX and Petroglyph have
agreed to consummate the Merger; and
Whereas, IIIX and Petroglyph now desire to amend certain terms contained in
the Merger Agreement.
NOW, THEREFORE, in consideration of the foregoing premises, and the
covenants, promises and representations set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and accepted, the parties hereto hereby agree as follows:
1. Section 5.3 of the Merger Agreement is hereby amended by deleting
clause (e) in its entirety and adding the following in place thereof:
"(e) Indebtedness of Petroglyph. Except as otherwise provided in this
Agreement or approved by IIIX, the gross aggregate amount of all
indebtedness (including, without limitation, capitalized leases (but
specifically excluding any obligations under Petroglyph's agreements with
Colorado Interstate Gas), senior subordinated notes issued to IIIX,
Petroglyph's credit facility with Intermountain Industries, Inc. (formerly
with Chase Manhattan Bank) and the loan agreement between Petroglyph and
IIIX, and all accrued and unpaid interest on such amounts) of Petroglyph
and its Subsidiaries shall not, on the Closing Date, exceed $26 million.
2. Section 6.1(a)(i) of the Merger Agreement is hereby amended by
deleting the date "November 30, 2000" and replacing it with "December 31,
2000."
3. This Amendment may be executed in one or more counterparts, all of
which shall be considered one and the same agreement and shall become
effective when one or more counterparts have been signed by each of the
parties hereto and delivered to the other party hereto, it being understood
that each party hereto need not sign the same counterpart.
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4. Except as expressly modified hereby, all of the representations,
warranties, terms, covenants, conditions and other provisions of the Merger
Agreement shall remain in full force and effect in accordance with their
respective terms, and the provisions in Article VII of the Merger Agreement
shall apply to this Amendment.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
executed by their duly authorized respective officers, as of the date first
above written.
III EXPLORATION COMPANY
By: /s/ William C. Glynn
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Name: William C. Glynn
Title: President
PETROGLYPH ENERGY, INC.
By: /s/ Robert C. Murdock
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Name: Robert C. Murdock
Title: President
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