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EXHIBIT 10.6
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PIONEER NATURAL RESOURCES USA, INC.,
PIONEER NATURAL RESOURCES COMPANY,
AND
THE SUBSIDIARY GUARANTORS
being released hereby
$325,000,000
10 5/8% SENIOR SUBORDINATED NOTES
DUE JULY 1, 2006
THIRD SUPPLEMENTAL INDENTURE
DATED AS OF DECEMBER 18, 1997
XXXXXX TRUST AND SAVINGS BANK
TRUSTEE
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THIRD SUPPLEMENTAL INDENTURE
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of December 18,
1997, among PIONEER NATURAL RESOURCES USA, INC. (formerly Mesa Operating Co.),
a Delaware corporation (the "Issuer"), PIONEER NATURAL RESOURCES COMPANY
(successor to MESA Inc.), a Delaware corporation (the "Guarantor"), PIONEER
NATURAL RESOURCES (GPC), INC. (formerly Xxxxxxxxx Petroleum Corporation), a
Delaware corporation ("GPC"), WESTPAN NGL CO., a Delaware corporation
("Westpan"), XXXXXX & XXXXXXX ENERGY TRADING COMPANY, a Delaware corporation
("Energy"), XXXXXX & PARSLEY GAS PROCESSING CO., a Delaware corporation
("Processing" and together with GPC, Westpan, and Energy, the "Subsidiary
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 Issuer's 10 5/8% Senior Subordinated Notes
due July 1, 2006 (the "Securities"):
WHEREAS, the Issuer, the Guarantor, the Subsidiary Guarantors
and the Trustee are parties to that certain Indenture, dated as of July 2,
1996, as amended by the First Supplemental Indenture, dated as of April 15,
1997, and as further amended by the Second Supplemental Indenture, dated as of
August 7, 1997 (the "Indenture"), pursuant to which the Securities were issued;
and
WHEREAS, Section 9.2 of the Indenture provides that the
Issuer, the Guarantor, the Subsidiary Guarantors and the Trustee may amend the
Indenture with the consent of the Holders of at least a majority (and with
respect to certain amendments, at least 66 2/3%) in aggregate principal amount
of the Securities then outstanding; and
WHEREAS, the Holders of at least 66 2/3% in aggregate
principal amount of the Securities outstanding have consented to the amendments
effected by this Third Supplemental Indenture; and
WHEREAS, all things necessary to make this Third Supplemental
Indenture a valid agreement, in accordance with its terms, have been done; 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, the Guarantor, the Subsidiary Guarantors and
the Trustee hereby amend and supplement the Indenture as follows:
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ARTICLE I
AMENDMENTS TO THE INDENTURE
1.1. Sections 3.9, 4.3, 4.4(b), 4.7, 4.8, 4.9, 4.10, 4.11,
4.12, 4.13, 4.14, 4.16, 4.17, 6.1(4), 6.1(7), 6.1(8), 6.1(9), 8.4(c), 10.3(c),
11.4 and 11.5 of the Indenture are hereby amended by deleting all such sections
and all references thereto in their entirety.
1.2 Sections 6.1, 6.2 and 6.6(b) of the Indenture are
hereby amended by changing all current references therein of "25%" to "50%",
and by changing all current references therein of "30" to "60."
1.3. The Indenture is hereby amended to replace the word
"Guarantees" with the word "Guarantee" in each instance, to replace the word
"Guarantors" with the word "Guarantor" in each instance, and to delete the
words "Subsidiary Guarantor" and "Subsidiary Guarantors" in each instance
(other than in Section 2.9 of the Indenture), and to make all changes in the
location of related conjunctions, agreement of verbs, and agreement of pronouns
as are reasonably necessary to give effect to this amendment and to retain
proper sentence structure and usage.
1.4 Section 2.9 of the Indenture is hereby amended to
replace the words "Subsidiary Guarantor" with the word "Subsidiary."
1.5 Section 4.15 of the Indenture is hereby amended to
read in its entirety as follows:
Subject to Article 5 hereof, the Company shall do or cause to
be done all things necessary to preserve and keep in full force and
effect (i) its corporate existence and (ii) the rights (charter and
statutory), licenses and franchises of the Company, provided, however,
that the Company shall not be required to preserve any such right,
license or franchise if the Board of Directors of the Company shall
determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and its Subsidiaries, taken as
a whole, and that the loss thereof is not adverse in any material
respect to the Holders of the Notes.
1.6 Section 5.1 of the Indenture is hereby amended to
read in its entirety as follows:
The Company shall not consolidate or merge with or into
(whether or not the Company is the surviving corporation), or sell,
assign, transfer, lease or otherwise dispose of all or substantially
all of its properties or assets, in one or more related transactions,
to another Person, unless (i) the Company is the surviving corporation
of any such consolidation or merger or (a) the Person formed by or
surviving such consolidation or merger (if other than the Company) or
to which such sale, assignment, transfer, lease, conveyance or other
disposition shall have been made (the "Surviving Entity") is a
corporation organized or existing under the laws of the United States,
any state thereof or the
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District of Columbia and (b) such Surviving Entity assumes all the
obligations of the Company under the Notes and the Indenture pursuant
to a supplemented indenture in a form reasonably satisfactory to the
Trustee; and (ii) immediately before and after giving effect to such
transaction no Default or Event of Default exists. Notwithstanding
the foregoing clauses, (a) any Subsidiary may consolidate with, merge
into or transfer all or part of its properties and assets to the
Company or the Parent, and (b) the Company may merge with the Parent
or any Subsidiary of the Parent or the Company.
1.7 Section 8.3 of the Indenture is hereby amended to
delete the following parenthetical in its entirety: "(but only with respect to
the Company's failure to observe or perform the covenants, conditions and
agreements of the Company under clause (iv) of Section 5.1)."
1.8 The form of Note and the form of Guarantee, and the
outstanding Notes and Guarantees, are hereby amended to make any and all
changes that correspond to the amendments to the Indenture set forth in
Sections 1.1 through 1.7 of this Third Supplemental Indenture.
1.9 The Subsidiary Guarantors are hereby released from
any and all obligations they have or may have with respect to any Guarantee
contemplated by the Indenture as the Indenture existed before giving effect to
the amendments herein.
ARTICLE II
MISCELLANEOUS
2.1 Except to the extent amended by or inconsistent with
this Third Supplemental Indenture, the Issuer, the Guarantor, and the Trustee
hereby ratify and reconfirm the Indenture in its entirety.
2.2 This Third 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.
2.3 THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE
CONSTRUCTION AND INTERPRETATION OF THIS THIRD SUPPLEMENTAL INDENTURE, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
2.4 The Trustee accepts the amendments to the Indenture
effected by this Third Supplemental Indenture and agrees to execute the trusts
created by the Indenture as hereby amended, but only upon the terms and
conditions set forth in the Indenture.
2.5 The recitals contained herein shall be taken as the
statements of the Issuer, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Third Supplemental Indenture.
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IN WITNESS WHEREOF, the parties hereto have executed this
Third Supplemental Indenture as of the date first above written.
PIONEER NATURAL RESOURCES USA, INC.
Attest:
/s/ Xxxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxxxxx
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President
PIONEER NATURAL RESOURCES COMPANY
Attest:
/s/ Xxxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxxxxx
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President and Chief Executive Officer
PIONEER NATURAL RESOURCES (GPC), INC.
Attest:
/s/ Xxxxxx Xxxxx By: /s/ M. Xxxxxxx Xxxxx
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Executive Vice President
WESTPAN NGL CO.
Attest:
/s/ Xxxxxx Xxxxx By: /s/ M. Xxxxxxx Xxxxx
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Executive Vice President
XXXXXX & PARSLEY ENERGY
TRADING COMPANY
Attest:
/s/ Xxxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxxxxx
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President
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XXXXXX & XXXXXXX XXX XXXXXXXXXX XX.
Xxxxxx:
/s/ Xxxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxx
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Vice President
XXXXXX TRUST AND SAVINGS BANK,
as Trustee
Attest:
/s/ X. Xxxxxx By: /s/ Xxxxxx Xxxxxxxxx
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