THIRD AMENDMENT
TO
EXCHANGE AGREEMENT
This Third Amendment to Exchange Agreement dated as of November 20,
1996, (the 'Third Amendment') is entered into by and among Presidio Oil
Company, a Delaware corporation, Presidio Exploration, Inc., a Colorado
corporation, Presidio West Virginia, a Delaware corporation, Palisade Oil,
Inc., a Colorado corporation, and Tom Brown, Inc., a Delaware corporation.
RECITALS:
A. The parties hereto have previously entered into that certain
Exchange Agreement dated August 5, 1996, which was subsequently amended by a
First Amendment to Exchange Agreement dated as of August 20, 1996 and by a
Second Amendment to Exchange Agreement dated as of September 5, 1996 (as so
amended, the 'Exchange Agreement').
B. The parties hereto desire to amend certain provisions of the
Exchange Agreement as provided in this Third Amendment.
Now, therefore, for and in consideration of the mutual covenants and
agreements set forth in this Third Amendment and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:
1. Amendments to Article I.
(a) The definition of the term 'Aggregate Consideration'
as it appears in Article I of the Exchange Agreement is hereby
deleted in its entirety and is hereby replaced with the
following:
'Aggregate Consideration' means $193,100,000.'
(b) The definition of the term 'Cash Consideration' as it
appears in Article I of the Exchange Agreement is hereby
deleted in its entirety and is hereby replaced with the
following:
'Cash Consideration' means a cash payment in an
amount equal to the sum of (a) the Presidio Common Stock Cash
Consideration, plus (b) the excess of (I) the sum of (x)
$104,413,000, plus (y) the amount of accrued and unpaid
interest on the Bank Obligations allowed by an order of the
Bankruptcy Court, over (ii) all amounts, if any, paid by a
Presidio Party in respect of the Bank Obligations (other than
interest
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paid in respect thereof) or the Senior Secured Notes from the
date of this Agreement through and including the Closing.'
(c) The definition of the term 'Exchange Common Stock' as
it appears in Article I of the Exchange Agreement is hereby
deleted in its entirety and is hereby replaced with the
following:
'Exchange Common Stock' means 5,348,485 shares of Tom
Brown Common Stock (or other securities as may be required
under Section 3.2), less the number of shares of Tom Brown
Common Stock distributable to Tom Brown under the Plan of
Reorganization in respect of its ownership of Senior Gas
Indexed Notes or any other Presidio Securities it may acquire
hereafter.'
2. Amendment to Section 4.4. Section 4.4 of the Exchange
Agreement is hereby deleted in its entirety and is hereby replaced with the
following:
'4.4 Tom Brown to Vote for Plan of Reorganization.
Tom Brown shall vote, or shall cause to be voted, all Presidio
Securities beneficially owned by Tom Brown or any Affiliate
thereof in favor of the Plan of Reorganization and in such
manner as may be necessary to grant the release contemplated
by Section 10.07 of the Plan of Reorganization.'
3. Amendments to Section 9.1(c). Clause (vii) of Section 9.1(C)
of the Exchange Agreement is hereby deleted in its entirety and is hereby
replaced with the following:
'(vii) the Confirmation Order, in form and substance
reasonably acceptable to Tom Brown and confirming the Plan of
Reorganization, shall not have been entered by the Bankruptcy
Court on or before December 12, 1996 or the Confirmation Order
shall not have become a Final Order on or before January 9,
1997; provided, that Tom Brown shall not be entitled to
terminate this Agreement pursuant to this clause (vii) unless
Tom Brown has given Presidio prior written notice of its
intention to terminate this Agreement pursuant to this clause
(vii) within thirty (30) days after the above applicable
described date; or'
4. Plan and Disclosure Statement. The parties hereby consent to
the amendment and supplement to the Plan of Reorganization and the Disclosure
Statement as respectively set forth in Exhibits A and B hereto.
5. Definitions. Defined terms used herein but which are not
expressly defined herein, shall have the meaning given such terms in the
Exchange Agreement as amended hereby.
6. Amendment. This Third Amendment constitutes an amendment to
the Exchange Agreement pursuant to Section 10.7 of the Exchange Agreement.
Except as expressly amended by this Third Amendment, each and every provision
of the Exchange Agreement remains in full force and effect in accordance with
the terms thereof and, by reference, the terms and provisions of the Exchange
Agreement are incorporated herein and made a part hereof.
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7. Effective Date. The terms and provisions of this Third
Amendment shall be effective as of the date stated in the initial paragraph
hereof.
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IN WITNESS WHEREOF, this Third Amendment has been signed by each of
the parties hereto, all as of the date stated in the initial paragraph hereof.
PRESIDIO OIL COMPANY
By: /s/ Robert L. Smith
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Name: Robert L. Smith
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Title: President and Chief Operating Officer
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PRESIDIO EXPLORATION, INC.
By: /s/ Robert L. Smith
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Name: Robert L. Smith
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Title: President and Chief Operating Officer
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PRESIDIO WEST VIRGINIA, INC.
By: /s/ Robert L. Smith
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Name: Robert L. Smith
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Title: President and Chief Operating Officer
------------------------------------------
PALISADE OIL, INC.
By: /s/ Robert L. Smith
---------------------------------------------
Name: Robert L. Smith
-------------------------------------------
Title: President and Chief Operating Officer
------------------------------------------
TOM BROWN, INC.
By: /s/ W. R. Granberry
---------------------------------------------
Name: W. R. Granberry
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Title: President
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Exchange Agreement - Presidio Oil Co., Presidio Exploration Inc., Presidio West Virginia, Palisade Oil Inc. and Tom Brown Inc.
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