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EXHIBIT 10.1
LOCK-UP AGREEMENT MADE BY AND AMONG PRUDENTIAL
SECURITIES INCORPORATED, XXXXXXXXXXX & CO.,
INC., XXXXXXX RICE & COMPANY, L.L.C.
AND NATURAL GAS PARTNERS II, L.P.
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LOCK-UP AGREEMENT FOR STOCKHOLDERS
August 22, 1997
Prudential Securities Incorporated
Xxxxxxxxxxx & Co., Inc.
Xxxxxxx Rice & Company L.L.C.
As Representatives of the several Underwriters
c/o Prudential Securities Incorporated
Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Proposed Initial Public Offering of Petroglyph Energy, Inc.
Gentlemen:
The undersigned is the beneficial owner of (i) shares of common stock (the
"Common Stock") of Petroglyph Energy, Inc., a Delaware corporation (the
"Company"), (ii) units or partnership interests (collectively, "Units") in
Petroglyph Gas Partners, Inc., L.P., a Delaware limited partnership
("Partners"), or (iii) shares of common stock ("PEI Common Stock") of
Petroglyph Energy, Inc., a Kansas corporation ("PEI"). The undersigned
understands that the Company has filed a Registration Statement on Form S-1
(the "Registration Statement") with the Securities and Exchange Commission (the
"Commission") for the registration of approximately 2,683,333 shares of Common
Stock (including shares subject to an over-allotment option) (the "Offering").
The undersigned further understands that you are contemplating entering into an
Underwriting Agreement with the Company in connection with the Offering.
In order to induce the Company, Partners, you and any other underwriters for
the Offering ("Underwriters")to enter into the Underwriting Agreement and to
proceed with the Offering, the undersigned agrees, for the benefit of the
Company, Partners, PEI, you and any other Underwriters, that should the
Offering be effected, the undersigned will not, without the prior written
consent of Prudential Securities Incorporated, on behalf of the Underwriters,
directly or indirectly, offer, sell, offer to sell, contract to sell, pledge,
grant any option to purchase or otherwise dispose or transfer(or announce any
offer, sale, offer of sale, contract of sale or grant of any option to purchase
or other disposition or transfer) of (i) any shares of Common Stock or of
securities substantially similar thereto or (ii) any other securities
convertible into, or exchangeable or exercisable for, shares of Common Stock or
such similar securities, beneficially owned (within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by
the undersigned on the date hereof or hereafter acquired for a period of 180
days subsequent to the date of the final Prospectus filed with the Commission
pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the "Act"),
or if no filing under Rule 424(b) is made, the date of the final Prospectus
included in the Registration Statement when declared effective under the Act.
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Prudential Securities Incorporated
August 22, 1997
Page 2
Further, the undersigned agrees that prior to the effective date of the
Registration Statement and except in connection with the Conversion (as defined
in the Registration Statement), the undersigned will not, without the prior
written consent of Prudential Securities Incorporated, on behalf of the
Underwriters, directly or indirectly, offer, offer to sell, sell, contract to
sell or grant any option to purchase or otherwise dispose or transfer (or
announce any offer, offer of sale, sale, contract of sale or grant of any
option to purchase or other disposition or transfer) (i) any shares of Common
Stock, Units, or PEI Common Stock or securities substantially similar thereto
or (ii) any other securities convertible into, or exchangeable or exercisable
for, any shares of Common Stock, Units, or PEI Common Stock or such similar
securities, beneficially owned (within the meaning of Rule 13d-3 under the
Exchange Act) by the undersigned on the date hereof or hereafter acquired
without first requiring any such offering or acquiring parties to execute and
deliver to you an agreement of substantially the tenor hereof.
The undersigned, whether or not participating in the Offering, confirms that
he, she or it understands that the Underwriters and the Company will rely upon
the representations set forth in this agreement in proceeding with the
Offering. This agreement shall be binding on the undersigned and his, her or
its respective successors, heirs, personal representatives and assigns.
Very truly yours,
NATURAL GAS PARTNERS II, L.P.
BY: G. F. W. Energy II, L.P., its General Partner
BY: GFW II, L.L.C., its General Partner
By: /s/ Xxxxxxx X. Xxxxx
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(Signature)
Authorized Member
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(Print Name/Title, if applicable)
The foregoing is accepted and agreed to as of
the date first above written:
PRUDENTIAL SECURITIES INCORPORATED
By: /s/ Xxxx-Xxxxxx Canfin
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Xxxx-Xxxxxx Canfin, Director
