EXHIBIT 10.1
MESA OPERATING CO.,
Issuer
and
MESA INC.,
XXXXXXXXX PETROLEUM CORPORATION
and
WESTPAN NGL CO.,
Guarantors
$264,000,000
11 5/8% Senior Subordinated Discount Notes
due July 1, 2006
FIRST SUPPLEMENTAL INDENTURE
Dated as of April 15, 1997
XXXXXX TRUST AND SAVINGS BANK
Trustee
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of April 15, 1997, among MESA
OPERATING CO., a Delaware corporation ("MOC") (the "Issuer"), MESA INC., a Texas
corporation ("Mesa"), XXXXXXXXX PETROLEUM CORPORATION, a Delaware corporation
("Xxxxxxxxx"), and WESTPAN NGL CO., a Delaware corporation ("Westpan") (Mesa,
together with Xxxxxxxxx and Westpan, the "Guarantors"), and XXXXXX TRUST AND
SAVINGS BANK, a corporation organized and existing under the laws of the State
of Illinois, as trustee (the "Trustee").
Intending to be legally bound hereby, each of the parties agrees as follows
for the benefit of the other parties and for the equal and ratable benefit of
Holders of the Issuers' 11 5/8% Senior Subordinated Discount Notes due July 1,
2006 (the "Securities"):
WHEREAS, MOC, Mesa and the Trustee are parties to that certain Indenture,
dated as of July 2, 1996 (the "Indenture"), pursuant to which the Securities
were issued; and
WHEREAS, MOC and Western Mining Corporation (USA), a Delaware corporation
("Western"), have entered into a Stock Purchase Agreement, dated as of February
7, 1997, pursuant to which MOC will purchase from Western all the issued and
outstanding capital stock of Xxxxxxxxx; and
WHEREAS, upon completion of the acquisition, Xxxxxxxxx will be a Material
Restricted Subsidiary of the Issuer; and
WHEREAS, MOC incorporated a new wholly-owned subsidiary in the name of
Westpan, which is a Material Restricted Subsidiary; and
WHEREAS, Section 4.14 of the Indenture provides that upon the acquisition
or creation of a Material Restricted Subsidiary, the acquired or created
Material Restricted Subsidiary shall be deemed to make the guarantee set forth
in Section 11.1 of the Indenture, and MOC shall cause such Material Restricted
Subsidiary to evidence such guarantee in the manner set forth in Section 11.2 of
the Indenture; and
WHEREAS, Section 11.2 of the Indenture provides that each Subsidiary
Guarantor endorse a Guaranty and execute the Indenture; and
WHEREAS, capitalized terms used herein and not otherwise defined are used
as defined in the Indenture;
NOW, THEREFORE, in consideration of these premises and for other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the Issuer and the Guarantors agree as follows for the benefit of
the Trustee and the Holders of the Securities, and hereby amend and supplement
the Indenture as follows:
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1. In accordance with the provisions of Sections 4.14, 11.1 and 11.2 of the
Indenture, each of Xxxxxxxxx and Westpan agrees to endorse each of the Notes as
Guarantor and to execute the Indenture.
2. Upon the execution and delivery of this First Supplemental Indenture,
the Indenture shall be modified to reflect the addition of Xxxxxxxxx and Westpan
as Guarantors under the Indenture, and this First Supplemental Indenture shall
form a part of the Indenture for all purposes and every Holder of Securities
heretofore or hereinafter authenticated and delivered hereunder shall be bound
by the Indenture, as so modified.
3. Except to the extent amended by or inconsistent with this First
Supplemental Indenture, the Issuer, the Guarantors and the Trustee hereby ratify
and reconfirm the Indenture in its entirety.
4. This First 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.
5. The laws of the State of New York shall govern the construction and
interpretation of this First Supplemental Indenture, without regard to
principles of conflicts of laws.
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IN WITNESS WHEREOF, the parties hereto executed this First Supplemental
Indenture as of the date first above written.
MESA OPERATING CO.
Attest:
/s/ Xxxx X. Xxxxxxxx, III By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxx X. Xxxxxxxx, III Xxxxxxx X. Xxxxxxx
Corporate Secretary Senior Vice President
MESA INC.
Attest:
/s/ Xxxx X. Xxxxxxxx, III By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------ ---------------------------
Xxxx X. Xxxxxxxx, III Xxxxxxx X. Xxxxxxx
Corporate Secretary Senior Vice President
XXXXXXXXX PETROLEUM CORPORATION
Attest:
/s/ Xxxx X. Xxxxxxxx, III By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------ ---------------------------
Xxxx X. Xxxxxxxx, III Xxxxxxx X. Xxxxxxx
Corporate Secretary Senior Vice President
WESTPAN NGL CO.
Attest:
/s/ Xxxx X. Xxxxxxxx, III By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------ ---------------------------
Xxxx X. Xxxxxxxx, III Xxxxxxx X. Xxxxxxx
Corporate Secretary Senior Vice President
XXXXXX TRUST AND SAVINGS BANK,
as Trustee
Attest:
/s/ X. X. Xxxxxxx By: /s/ X. Xxxxxxxxx
------------------------------ ---------------------------
X. X. Xxxxxxx X. Xxxxxxxxx
Assistant Secretary Vice President
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