EXHIBIT 10.4
MESA OPERATING CO.,
MESA INC.,
THE SUBSIDIARY GUARANTORS
and
PIONEER NATURAL RESOURCES COMPANY
$325,000,000
10 5/8% Senior Subordinated Notes
due July 1, 2006
SECOND SUPPLEMENTAL INDENTURE
Dated as of August 7, 1997
XXXXXX TRUST AND SAVINGS BANK
Trustee
SECOND SUPPLEMENTAL INDENTURE
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of August 7, 1997, among MESA
OPERATING CO., a Delaware corporation ("MOC") (the "Issuer"), MESA INC., a Texas
corporation ("Mesa"), XXXXXXXXX PETROLEUM CORPORATION, a Delaware corporation
("Xxxxxxxxx"), WESTPAN NGL CO., a Delaware corporation ("Westpan" and together
with Xxxxxxxxx, the "Subsidiary Guarantors") PIONEER NATURAL RESOURCES COMPANY,
a Delaware corporation and wholly-owned subsidiary of Mesa ("Pioneer") 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 Issuers' 10 5/8% Senior Subordinated Notes due July 1, 2006 (the
"Securities"):
WHEREAS, MOC, Mesa, 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 (the "Indenture"), pursuant
to which the Securities were issued; and
WHEREAS, pursuant to an Amended and Restated Agreement and Plan of Merger,
dated as of April 6, 1997 (the "Merger Agreement"), among Mesa, MOC, Pioneer and
Xxxxxx & Parsley Petroleum Company, a Delaware corporation ("Xxxxxx & Xxxxxxx"),
among other things, Mesa will be merged with and into Pioneer with Pioneer being
the surviving corporation (the "Reincorporation Merger"), and Xxxxxx & Parsley
will be merged with and into MOC with MOC being the surviving corporation; and
WHEREAS, in connection with the Reincorporation Merger, the Issuer, Mesa,
the Subsidiary Guarantors and Pioneer have duly determined to make, execute and
deliver to the Trustee this Second Supplemental Indenture in order to reflect
the results of the Reincorporation Merger as required by the Indenture; and
WHEREAS, pursuant to Section 11.3 of the Indenture, Pioneer, as the
survivor to the Reincorporation Merger, is required to expressly assume, by a
supplemental indenture to the Indenture, the obligations of Mesa in respect of
the Securities, the Indenture and the guarantee of Mesa set forth in Section
11.1 of the Indenture; 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, Mesa, the Subsidiary Guarantors and Pioneer agree as
follows for the benefit of the Trustee and the Holders of the Securities, and
hereby amend and supplement the Indenture as follows:
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1. The Issuer, Mesa, the Subsidiary Guarantors, Pioneer and the Trustee
hereby agree that as of the effective date of this Second Supplemental Indenture
and upon consummation of the Reincorporation Merger, Pioneer, as the surviving
corporation of the Reincorporation Merger, shall become the successor to Mesa
for all purposes of the Indenture and hereby expressly assumes all obligations
of Mesa in respect to the Securities, the Indenture and Mesa's Guarantee.
2. The Issuer, Mesa, the Subsidiary Guarantors and Pioneer hereby represent
that immediately after giving effect to the Reincorporation Merger, no Default
or Event of Default exists.
3. The Issuer, Mesa, the Subsidiary Guarantors and Pioneer hereby represent
that the Reincorporation Merger does not violate any of Sections 4.3, 4.7., 4.8,
4.9, 4.10., 4.11, 4.12, 4.13, 4.14, 4.16 and 4.17.
4. The Reincorporation Merger is permitted by Section 5.1 of the Indenture.
5. Except to the extent amended by or inconsistent with this Second
Supplemental Indenture, the Issuer, Mesa, the Subsidiary Guarantors, Pioneer and
the Trustee hereby ratify and reconfirm the Indenture in its entirety.
6. This Second 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.
7. The laws of the State of New York shall govern the construction and
interpretation of this Second Supplemental Indenture, without regard to
principles of conflicts of laws.
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IN WITNESS WHEREOF, the parties hereto executed this Second Supplemental
Indenture as of the date first above written.
MESA OPERATING CO.
Attest:
/s/ Xxxx X. Xxxxxxxx, III By: /s/ M. Xxxxxxx Xxxxx
------------------------------ ------------------------
Xxxx X. Xxxxxxxx, III M. Xxxxxxx Xxxxx
Corporate Secretary Vice President
MESA INC.
Attest:
/s/ Xxxx X. Xxxxxxxx, III By: /s/ M. Xxxxxxx Xxxxx
------------------------------ ------------------------
Xxxx X. Xxxxxxxx, III M. Xxxxxxx Xxxxx
Corporate Secretary Vice President
XXXXXXXXX PETROLEUM CORPORATION
Attest:
/s/ Xxxx X. Xxxxxxxx, III By: /s/ M. Xxxxxxx Xxxxx
------------------------------ ------------------------
Xxxx X. Xxxxxxxx, III M. Xxxxxxx Xxxxx
Corporate Secretary Vice President
WESTPAN NGL CO.
Attest:
/s/ Xxxx X. Xxxxxxxx, III By: /s/ M. Xxxxxxx Xxxxx
------------------------------ ------------------------
Xxxx X. Xxxxxxxx, III M. Xxxxxxx Xxxxx
Corporate Secretary Vice President
PIONEER NATURAL RESOURCES
COMPANY
Attest:
/s/ Xxxx X. Xxxxxxxx, III By: /s/ M. Xxxxxxx Xxxxx
------------------------------ ------------------------
Xxxx X. Xxxxxxxx, III M. Xxxxxxx Xxxxx
Corporate Secretary Vice President
XXXXXX TRUST AND SAVINGS BANK,
as Trustee
Attest:
By: /s/ X. Xxxxxxxxx
------------------------------ ------------------------
X. X. Xxxxxxx X. Xxxxxxxxx
Assistant Secretary Vice President
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