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EXHIBIT 10.9
SIXTH SUPPLEMENTAL INDENTURE
THIS SIXTH SUPPLEMENTAL INDENTURE, dated as of December 30, 1997, among
PIONEER DEBTCO, INC. (as successor to Pioneer NewSub1, Inc., as successor to
Pioneer Natural Resources USA, Inc., formerly known as Mesa Operating Co.), a
Texas corporation (the "Company"), PIONEER NATURAL RESOURCES COMPANY (as
successor to MESA Inc.), a Delaware corporation and the sole stockholder of the
Company ("Pioneer"), 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, as further amended
by the Fourth Supplemental Indenture, dated as of December 30, 1997, as further
amended by the Fifth Supplemental Indenture, dated as of December 30, 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 Pioneer and the Company, Pioneer 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 Pioneer.
C. In connection with the Restructuring, the Company and Pioneer have
duly determined to make, execute and deliver to the Trustee this Sixth
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) Pioneer hereby expressly assumes all obligations of the
Company under the Notes and the Indenture;
(b) The Company and Pioneer hereby represent that immediately
before and after giving effect to the Restructuring, no Default or
Event of Default exists;
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(c) The Company and Pioneer 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 a result of the
Restructuring as having been incurred at the time of such transaction),
the Consolidated Net Worth of Pioneer, as the Surviving Entity with
respect to the Restructured Debt, is equal to or greater than the
Consolidated Net Worth of the Company immediately prior to the
Restructuring; and
(d) The Company and Pioneer hereby represent that Pioneer
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 Sixth Supplemental Indenture,
Pioneer, as the Surviving Entity 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 Pioneer had been
named as the Company in the Indenture.
3. The Guarantor is hereby released from any and all obligations it has
or may have with respect to any Guarantee contemplated by the Indenture as the
Indenture existed before giving effect to this Sixth Supplemental Indenture.
4. This Sixth Supplemental Indenture is executed and shall be construed
as an indenture supplemental to the Indenture and, as provided in the Indenture,
this Sixth Supplemental Indenture forms a part of the Indenture. Except to the
extent amended by or supplemented by this Sixth Supplemental Indenture, the
Company, Pioneer and the Trustee hereby ratify, confirm and reaffirm the
Indenture in all respects.
5. This Sixth 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.
6. The laws of the State of New York shall govern the construction and
interpretation of this Sixth Supplemental Indenture, without regard to
principles of conflicts of laws.
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IN WITNESS WHEREOF, the parties hereto have caused this Sixth
Supplemental Indenture to be signed on their behalf by their duly authorized
representatives as of the date first above written:
Attest: PIONEER DEBTCO, INC.
/s/ Xxxxx X. Xxxxxxxxx By: /s/ M. Xxxxxxx Xxxxx
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Name: Xxxxx X. Xxxxxxxxx M. Xxxxxxx Xxxxx
Assistant Secretary President
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
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 - Sixth Supplemental Indenture - Page 1 of 1]
