EXHIBIT 4.1
FIFTH SUPPLEMENTAL INDENTURE
THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of September 16, 2005 (this
"Supplemental Indenture"), among Pioneer Natural Resources Company, a Delaware
corporation (the "Company"), Pioneer Natural Resources USA, Inc., a Delaware
corporation, for purposes of agreeing to make certain guarantees, and Wachovia
Bank, National Association, as trustee (the "Trustee"). Capitalized terms used
herein and not otherwise defined have the meanings set forth in the Indenture
referred to below.
RECITALS
A. The Company (as successor to Evergreen Resources, Inc.) and the Trustee are
parties to that certain Indenture, dated as of March 10, 2004 (as
heretofore amended and supplemented, the "Indenture"), providing for the
issuance of an aggregate principal amount of $200,000,000 of securities
originally denominated 5.875% Senior Subordinated Notes due 2012, which has
been amended by that First Supplemental Indenture, dated as of September
28, 2004, between the Trustee and Pioneer Evergreen Properties, LLC, that
Second Supplemental Indenture, dated as of September 30, 2004, between the
Trustee and Pioneer Debt Sub, LLC, that Third Supplemental Indenture, dated
as of September 30, 2004, between the Trustee and the Company, and that
Fourth Supplemental Indenture, dated as of November 1, 2004, among the
Trustee, the Company, and Pioneer Natural Resources USA, Inc.
(collectively, the "Securities").
B. On September 1, 2005, the Company offered to purchase any and all of the
Securities for cash, subject to the terms and conditions described in the
Offer to Purchase and Consent Solicitation Statement, dated September 1,
2005 (the "Offer to Purchase"), and the related Letter of Transmittal and
Consent (the "Letter of Transmittal"), which terms and conditions include
obtaining the consent of the holders of the Securities to amend the
Indenture to eliminate certain operating restrictions (such offer to
purchase as set forth in the Offer to Purchase and the Letter of
Transmittal, including any amendments, modifications or supplements
thereto, the "Tender Offer").
C. Promptly following the execution and delivery of this Supplemental
Indenture, the Company plans to accept tenders such that there will have
been redeemed $188,375,000 aggregate principal amount of Securities such
that there will then be outstanding under the Indenture $6,125,000
aggregate principal amount of the Securities.
D. Section 9.2 of the Indenture provides that, with the consent of Holders
representing at least a majority in aggregate principal amount of the
Securities then outstanding, the Company and the Trustee may enter into an
indenture supplemental to the Indenture for the purpose of amending or
supplementing the Indenture or modifying the rights of Holders (subject to
certain exceptions inapplicable to this Supplemental Indenture).
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E. The Company desires and has requested the Trustee to join with it in
entering into this Supplemental Indenture for the purpose of amending the
Indenture in certain respects as permitted by Section 9.2 of the Indenture.
F. The Company, in connection with the Tender Offer, has solicited consents to
this Supplemental Indenture upon the terms and conditions set forth in the
Tender Offer.
G. The execution and delivery of this Supplemental Indenture has been
authorized by the Company and the Guarantor.
H. The Company (i) has received the consent of the Holders of more than a
majority of the principal amount of the outstanding Securities, as
certified by an Officer's Certificate delivered to the Trustee
simultaneously with the execution and delivery of this Supplemental
Indenture, (ii) has delivered to the Trustee simultaneously with the
execution and delivery of this Supplemental Indenture an Opinion of Counsel
relating to this Supplemental Indenture as contemplated by Section 9.6 of
the Indenture, and (iii) has satisfied all other conditions required under
Article 9 of the Indenture to enable the Company and the Trustee to enter
into this Supplemental Indenture.
NOW, THEREFORE, in consideration of the mutual agreements and covenants set
forth herein, the parties hereto agree, subject to the terms and conditions
hereinafter set forth, as follows for the benefit of the Trustee and the Holders
of the Securities:
Section 1. Amendments to Indenture.
(a) Section 1. Section 1.1 of the Indenture is hereby amended by:
(i) rescinding the addition of the definitions specified in
Schedule I to the Fourth Supplemental Indenture, dated as of November 1,
2004, among the Company, the Guarantor and the Trustee (the "Fourth
Supplemental Indenture") effected pursuant to Section 1(a)(i) thereof;
(ii) rescinding the amendment and restatement of the
definitions specified in Schedule II to the Fourth Supplemental Indenture
effected pursuant to Section 1(a)(ii) thereof; and
(iii) deleting in their entirety all terms and their respective
definitions for which all references are eliminated in the Indenture as a
result of the amendments set forth in this Section 1.
(b) Section 4. Each of Sections 4.3 (Limitation on Indebtedness),
4.4 (Limitation on Restricted Payments), 4.6 (Limitation on Liens), 4.8
(Limitation on Sales of Assets and Subsidiary Stock), 4.9 (Limitation on
Affiliate Transactions), 4.14 (Change of Control), and 4.23 (Effectiveness of
Covenants) of the Indenture is hereby deleted in its entirety.
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Section 2. Ratification. This Supplemental Indenture is executed and shall
be construed as an indenture supplemental to the Indenture and, as provided in
the Indenture, this Supplemental Indenture forms a part of the Indenture. Except
to the extent amended by or supplemented by this Supplemental Indenture, the
Company and the Trustee hereby ratify, confirm, and reaffirm the Indenture in
all respects.
Section 3. Counterparts. This Supplemental Indenture may be executed in any
number of counterparts, each of which so executed shall be an original, but all
such counterparts shall together constitute but one and the same instrument.
Section 4. Governing Law. The laws of the State of New York shall govern
the construction and interpretation of this Supplemental Indenture, without
regard to principles of conflicts of laws.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be signed on their behalf by their duly authorized representatives
as of the date first above written:
PIONEER NATURAL RESOURCES COMPANY
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Title: EVP
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PIONEER NATURAL RESOURCES USA, INC.
By /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Title: EVP
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WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: Vice President
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Signature Page - Supplemental Indenture