Exhibit 2.1
December 2, 2008
Grey Wolf, Inc.
10370 Richmond Avenue,
Suite 600
Houston, Texas 77042
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Attention:
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Thomas Richards
Chairman and Chief Executive Officer
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Dear Sirs:
We refer to the
Agreement and Plan of Merger by and among Precision Drilling Trust,
Grey Wolf, Inc., Precision Drilling Corporation and Precision Lobos
Corporation dated August 24, 2008 (the
“Agreement”). Words defined in the Agreement and used
in this letter shall have the same meaning in given them in the
Agreement.
As you are aware, and as
noted in Precision’s Registration Statement on Form F-4
prepared in connection with the Merger, holders of Grey Wolf Common
Stock are permitted to elect to receive either cash or Precision
Trust Units in exchange for their shares of Grey Wolf Common
Stock, with each share of Grey Wolf Common Stock being converted,
at their option, into $9.02 in cash or 0.4225 of a Precision
Trust Unit, subject to proration. We have agreed that the
maximum amount of cash payable by Precision will be approximately
$1.115 billion, and the maximum number of Precision
Trust Units issuable by Precision will be approximately
42.0 million, taking into account all of the shares of Grey
Wolf Common Stock issuable upon the conversion of Grey Wolf
Convertible Notes and the exercise of Grey Wolf Options, which,
together with the issued and outstanding Grey Wolf Common Stock,
totals approximately 223 million fully-diluted shares of Grey
Wolf Common Stock. These maximum amounts translate to $5.00 in cash
and 0.1883 of a Precision Trust Unit for each share of Grey
Wolf Common Stock.
We believe that the
mechanics set forth in Section 2.6 of the Agreement do not
properly reflect our agreement that the maximum cash con
