EXHIBIT 10.5
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE dated as of August 7, 1997, by and among
Xxxxxx & Xxxxxxx Petroleum Company, a corporation duly organized and existing
under the laws of the State of Delaware ("Xxxxxx & Parsley"), The Chase
Manhattan Bank, an association duly incorporated and existing under the Federal
laws of the United States, as Trustee (the "Trustee"), and MESA Operating Co., a
corporation duly organized and existing under the laws of the State of Delaware
("MOC").
RECITALS
X. Xxxxxx & Xxxxxxx executed and delivered to the Trustee an indenture
dated as of April 12, 1995 (the "Indenture") pursuant to which Xxxxxx & Parsley
has issued $150,000,000 principal amount of 8 7/8% Senior Notes Due 2005 and
$150,000,000 principal amount of 8 1/4% Senior Notes Due 2007, both of which are
Debt Securities (as such term is defined in the Indenture).
B. Article IX of the Indenture provides that Xxxxxx & Xxxxxxx, when
authorized by a resolution of the Board of Directors of Xxxxxx & Parsley, and
the Trustee may, without the consent of the holders of the Notes, enter into a
supplemental indenture (the "Supplemental Indenture") to evidence the succession
pursuant to Article X of the Indenture of another corporation to Xxxxxx &
Xxxxxxx and the assumption by such successor of the covenants, agreements and
obligations of Xxxxxx & Parsley in the Indenture and in the Debt Securities.
X. Xxxxxx & Xxxxxxx has entered into an Amended and Restated Agreement and
Plan of Merger dated as of April 6, 1997 (the "Merger Agreement"), by and among
MESA Inc., a Texas corporation ("Mesa"), MOC, which is a direct wholly-owned
subsidiary of Mesa, and Pioneer Natural Resources Company, a Delaware
corporation ("Pioneer") pursuant to which (i) Mesa will be merged with and into
Pioneer, as a result of which Mesa will reincorporate into Delaware, and (ii)
Xxxxxx & Parsley will be merged with and into MOC, as a result of which Xxxxxx &
Xxxxxxx will become a wholly-owned subsidiary of Pioneer (the "Mergers"). In the
Mergers, the name of MOC will be changed to Pioneer Natural Resources USA, Inc.
X. Xxxxxx & Parsley and MOC desire to amend the Indenture to provide for
the assumption by MOC of the covenants, agreements and obligations of Xxxxxx &
Xxxxxxx in the Indenture and in the Debt Securities.
X. Xxxxxx & Parsley and MOC each have duly authorized the execution and
delivery of this First Supplemental Indenture.
AGREEMENTS
NOW, THEREFORE, in consideration of the mutual agreements and covenants set
forth herein, the parties hereto hereby agree, subject to the terms and
conditions hereinafter set forth, as follows:
Section 1. Confirmation of Original Indenture. Except as amended and
supplemented hereby, the Indenture is hereby ratified, confirmed and reaffirmed
in all respects. The Indenture and this Supplemental Indenture shall be read,
taken and construed as one and the same instrument.
Section 2. Successor Corporation Substituted. In accordance with Article X
of the Indenture, upon consummation of the Mergers, MOC shall succeed to, and be
substituted for, and may exercise every right and power of, Xxxxxx & Xxxxxxx
under the Debt Securities and the Indenture with the same effect as if MOC had
been named therein as Xxxxxx & Parsley.
Section 3. Assumption of Obligations. Upon consummation of the Mergers, MOC
hereby assumes all of the obligations of Xxxxxx & Xxxxxxx under the Indenture
and the Debt Securities with the same effect as if MOC had been named therein as
Xxxxxx & Parsley.
Section 4. Miscellaneous.
(a) Execution as Supplemental Indenture. This Supplemental Indenture
is executed and shall be construed as an indenture supplemental to the
Indenture and, as provided in the Indenture, this Supplemental Indenture
forms a part of the Indenture.
(b) Counterparts. This Supplemental Indenture may be executed in any
number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.
(c) Effect of Headings. The headings contained in this Supplemental
Indenture are for convenience only and shall not be deemed to affect the
meaning or construction of any of the provisions hereof.
IN WITNESS WHEREOF, Xxxxxx & Xxxxxxx, the Trustee and MOC have caused
this Supplemental Indenture to be signed on their behalf by their duly
authorized representatives, all as of the date first above written.
XXXXXX & PARSLEY PETROLEUM COMPANY
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Senior Vice President
THE CHASE MANHATTAN BANK
By: /s/ X. X. Xxxxxxxx
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Name: X. X. Xxxxxxxx
Title: Vice President
MESA OPERATING CO.
By: /s/ M. Xxxxxxx Xxxxx
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Name: M. Xxxxxxx Xxxxx
Title: Vice President
