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EXHIBIT 10.7
FOURTH SUPPLEMENTAL INDENTURE
THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of December 30, 1997,
among PIONEER NATURAL RESOURCES USA, INC. (formerly known as Mesa Operating
Co.), a Delaware corporation (the "Company"), PIONEER NATURAL RESOURCES COMPANY
(as successor to MESA Inc.), a Delaware corporation ("Pioneer"), PIONEER
NEWSUB1, INC., a Texas corporation and wholly-owned subsidiary of the Company
("NewSub1"), and XXXXXX TRUST AND SAVINGS BANK, an Illinois corporation, 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, Pioneer 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, as further amended by the Second
Supplemental Indenture, dated as of August 7, 1997, as further amended by the
Third Supplemental Indenture, dated as of December 18, 1997 (the "Indenture"),
pursuant to which the 105/8% Senior Subordinated Notes due July 1, 2006 (the
"Notes") were issued.
B. In connection with a merger (the "Restructuring") as of the date
hereof by and between the Company and XxxXxx0, XxxXxx0 will assume and be
responsible and liable for all obligations of the Company with respect to the
Notes and the Indenture (collectively, the "Restructured Debt"), to the same
extent as if the Restructured Debt had been incurred or contracted by NewSub1.
C. In connection with the Restructuring, the Company, Pioneer and
NewSub1 have duly determined to make, execute and deliver to the Trustee this
Fourth Supplemental Indenture in order to reflect the results of the
Restructuring as required by the 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 Notes:
1. The Restructuring is permitted by Section 5.1 of the Indenture and
in connection therewith:
(a) NewSub1 hereby expressly assumes all obligations of the
Company under the Notes and the Indenture;
(b) The Company, Pioneer and NewSub1 hereby represent that
immediately before and after giving effect to the Restructuring, no
Default or Event of Default exists;
(c) The Company, Pioneer and NewSub1 hereby represent that
immediately after giving effect to the Restructuring on a pro forma
basis (and treating any Indebtedness not previously an obligation of
the Company which becomes the obligation of the Company as
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a result of the Restructuring as having been incurred at the time of
such transaction), the Consolidated Net Worth of NewSub1, as the
Surviving Entity, is equal to or greater than the Consolidated Net
Worth of the Company immediately prior to the Restructuring; and
(d) The Company, Pioneer and NewSub1 hereby represent that
NewSub1 will, at the time of the Restructuring and after giving pro
forma effect thereto as if such transaction had occurred as of January
1, 1997, be permitted to incur at least $1.00 of additional
Indebtedness as set forth in the first paragraph of Section 4.9 of the
Indenture.
2. As of the effective date of this Fourth Supplemental Indenture,
NewSub1, as the Surviving Entity, shall succeed to, and be substituted for, and
may exercise every right and power of the Company under the Indenture with the
same effect as if NewSub1 had been named as the Company in the Indenture.
3. This Fourth Supplemental Indenture is executed and shall be
construed as an indenture supplemental to the Indenture and, as provided in the
Indenture, this Fourth Supplemental Indenture forms a part of the Indenture.
Except to the extent amended by or supplemented by this Fourth Supplemental
Indenture, the Company, Pioneer, NewSub1 and the Trustee hereby ratify, confirm
and reaffirm the Indenture in all respects.
4. This Fourth 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 Fourth Supplemental Indenture, without regard to
principles of conflicts of laws.
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Supplemental Indenture to be signed on their behalf by their duly authorized
representatives as of the date first above written:
PIONEER NATURAL RESOURCES USA,
Attest: INC.
/s/ X.X. Xxxxxx By: /s/ M. Xxxxxxx Xxxxx
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Name: X.X. Xxxxxx M. Xxxxxxx Xxxxx
Assistant Secretary Senior Vice President - Finance
PIONEER NATURAL RESOURCES
Attest: COMPANY
/s/ Xxxxx X. Xxxxxxxxx By: /s/ M. Xxxxxxx Xxxxx
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Name: Xxxxx X. Xxxxxxxxx M. Xxxxxxx Xxxxx
Assistant Secretary Executive Vice President and Chief
Financial Officer
PIONEER NEWSUB1, INC.
Attest:
/s/ Xxxxx X. Xxxxxxxxx By: /s/ M. Xxxxxxx Xxxxx
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Name: Xxxxx X. Xxxxxxxxx M. Xxxxxxx Xxxxx
Assistant Secretary President
XXXXXX TRUST AND SAVINGS BANK,
Attest: as Trustee
/s/ X.X. Xxxxxxx By: /s/ X. Xxxxxxxxx
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X.X. Xxxxxxx X. Xxxxxxxxx
Assistant Secretary Vice President
[Signature Page - Fourth Supplemental Indenture - Page 1 of 1]
