1
EXHIBIT 10.17
SECOND SUPPLEMENTAL INDENTURE
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of December 30, 1997,
among PIONEER NATURAL RESOURCES USA, INC. (formerly known as Mesa Operating Co.,
as successor to Xxxxxx & Xxxxxxx Petroleum Company), a Delaware corporation (the
"Company"), PIONEER NEWSUB1, INC., a Texas corporation and wholly-owned
subsidiary of the Company ("NewSub1"), 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 (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 between the Company and XxxXxx0, XxxXxx0 will be possessed of all
the estate, property, rights, privileges and franchises of the Company and 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 NewSub1.
D. In connection with the Restructuring, the Company and NewSub1 have
duly determined to make, execute and deliver to the Trustee this Second
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:
(a) NewSub1 hereby expressly assumes all obligations of the
Company under the Debt Securities and the Indenture;
2
(b) The Company and NewSub1 hereby represent that immediately
after giving effect to the Restructuring (and treating any Indebtedness
which becomes an obligation of NewSub1, as the Successor Company, or
any Subsidiary of the Company as a result of the Restructuring as
having been Incurred by NewSub1, as the Successor Company, or such
Subsidiary at the time of such transaction), no Default or Event of
Default has occurred or is continuing;
(c) NewSub1, as the Successor Company, waives any right to
redeem any Bearer Security under circumstances in which NewSub1, as the
Successor Company, 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 Second Supplemental Indenture and
upon consummation of the Restructuring, NewSub1, as the Successor Company, 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 Second Supplemental Indenture is executed and shall be
construed as an indenture supplemental to the Indenture and, as provided in the
Indenture, this Second Supplemental Indenture forms a part of the Indenture.
Except to the extent amended by or supplemented by this Second Supplemental
Indenture, the Company, NewSub1 and the Trustee hereby ratify, confirm and
reaffirm the Indenture in all respects.
4. 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.
5. 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.
-2-
3
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be signed on their behalf by their duly authorized
representatives as of the date first above written:
PIONEER NATURAL RESOURCES USA, INC.
By: /s/ M. XXXXXXX XXXXX
--------------------------------------
M. Xxxxxxx Xxxxx
Senior Vice President - Finance
PIONEER NEWSUB1, INC.
By: /s/ M. XXXXXXX XXXXX
--------------------------------------
M. Xxxxxxx Xxxxx
President
THE CHASE MANHATTAN BANK, as Trustee
By: /s/ XXXXX X. XXXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxxx
-------------------------------------
Title: Assistant Vice President
------------------------------------
[Signature Page - Second Supplemental Indenture - Page 1 of 1]
