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EXHIBIT 10.18
THIRD SUPPLEMENTAL INDENTURE
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of December 30, 1997, among
PIONEER NEWSUB1, INC. (as successor to Pioneer Natural Resources USA, Inc.,
formerly known as Mesa Operating Co., as successor to Xxxxxx & Xxxxxxx Petroleum
Company), a Texas corporation (the "Company"), PIONEER DEBTCO, INC., a Texas
corporation and wholly-owned subsidiary of Pioneer Natural Resources Company
("DebtCo"), and THE CHASE MANHATTAN BANK, a New York banking 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 and the Trustee are parties to that certain Indenture,
dated as of April 12, 1995, as amended by the First Supplemental Indenture,
dated as of August 7, 1997, as amended by the Second Supplemental Indenture,
dated as of December 30, 1997 (the "Indenture"), pursuant to which the Company
issued 87/8% Senior Notes due 2005 and 8 1/4% Senior Notes due 2007
(collectively, the "Debt Securities").
B. Article IX of the Indenture provides that the Company, when
authorized by a resolution of the Board of Directors of the Company, and the
Trustee may, without the consent of the holders of the Debt Securities, enter
into a supplemental indenture to evidence the succession pursuant to Article X
of the Indenture of another corporation to the Company and the assumption by
such successor of the covenants, agreements and obligations of the Company under
the Debt Securities and the Indenture.
C. Upon consummation of a merger (the "Restructuring") as of the date
hereof by and among the Company, DebtCo and Pioneer AssetCo, Inc., a Texas
corporation and wholly-owned subsidiary of DebtCo ("AssetCo"), DebtCo will
assume and be responsible and liable for all obligations of the Company with
respect to the Debt Securities and the Indenture (collectively, the
"Restructured Debt"), to the same extent as if the Restructured Debt had been
incurred or contracted by DebtCo, and AssetCo will be possessed of all the
estate, property, rights, privileges and franchises of the Company other than
the Restructured Debt.
D. In connection with the Restructuring, the Company and DebtCo have
duly determined to make, execute and deliver to the Trustee this Third
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 Debt Securities:
1. The Restructuring is permitted by Section 10.01 of the Indenture and
in connection therewith:
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(a) DebtCo hereby expressly assumes all obligations of the
Company under the Debt Securities and the Indenture;
(b) The Company and DebtCo hereby represent that immediately
after giving effect to the Restructuring (and treating any Indebtedness
which becomes an obligation of DebtCo, as the Successor Company with
respect to the Restructured Debt, or any Subsidiary of the Company as a
result of the Restructuring as having been Incurred by DebtCo, as the
Successor Company with respect to the Restructured Debt, or such
Subsidiary at the time of such transaction), no Default or Event of
Default has occurred or is continuing;
(c) DebtCo, as the Successor Company with respect to the
Restructured Debt, waives any right to redeem any Bearer Security under
circumstances in which DebtCo, as the Successor Company with respect to
the Restructured Debt, is otherwise entitled to redeem such Bearer
Security but the Company would not have been entitled to redeem if the
Restructuring had not occurred.
2. As of the effective date of this Third Supplemental Indenture and
upon consummation of the Restructuring, DebtCo, as the Successor Company with
respect to the Restructured Debt, 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 DebtCo had been named as the Company in the Indenture.
3. This Third Supplemental Indenture is executed and shall be construed
as an indenture supplemental to the Indenture and, as provided in the Indenture,
this Third Supplemental Indenture forms a part of the Indenture. Except to the
extent amended by or supplemented by this Third Supplemental Indenture, the
Company, DebtCo and the Trustee hereby ratify, confirm and reaffirm the
Indenture in all respects.
4. 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.
5. 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be signed on their behalf by their duly authorized
representatives as of the date first above written:
PIONEER NEWSUB1, INC.
By: /s/ M. XXXXXXX XXXXX
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M. Xxxxxxx Xxxxx
President
PIONEER DEBTCO, INC.
By: /s/ M. XXXXXXX XXXXX
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M. Xxxxxxx Xxxxx
President
THE CHASE MANHATTAN BANK, as Trustee
By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
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Title: Assistant Vice President
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[Signature Page - Third Supplemental Indenture - Page 1 of 1]
