EXHIBIT 99.1
FOURTH SUPPLEMENTAL INDENTURE
THIS FOURTH SUPPLEMENTAL INDENTURE dated as of July 15, 2004 (this
"Supplemental Indenture"), is entered into among Pioneer Natural Resources
Company, a Delaware corporation (the "Company"), and The Bank of New York, 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 January 13, 1998 (the "Indenture"), pursuant to which the
Company may from time to time issue its debentures, notes, bonds or
other evidences of indebtedness (collectively, the "Debt Securities").
B. The Company has issued pursuant to the Indenture and the Second
Supplemental Indenture, dated April 11, 2000 (the "Second Supplemental
Indenture"), among the Company, Pioneer Natural Resources USA, Inc., a
Delaware corporation, as Guarantor (the "Guarantor"), and the Trustee,
$425,000,000 aggregate principal amount of 9-5/8% Senior Notes due
April 1, 2010 (the "9-5/8% Notes").
C. The Company has issued pursuant to the Indenture and the Third
Supplemental Indenture, dated April 30, 2002 (the "Third Supplemental
Indenture"), among the Company, the Guarantor and the Trustee,
$150,000,000 aggregate principal amount of 7.50% Senior Notes Due 2012
(the "7.50% Notes").
D. On June 10, 2004, the Company offered to exchange the 9-5/8% Notes, the
7.50% Notes and the Company's 8 1/4% Senior Notes due 2007 for new
5.875% Senior Notes due 2016 (the "New Notes"), subject to the terms
and conditions described in the Exchange Circular dated June 10, 2004,
as supplemented by the Supplement to Exchange Circular dated June 25,
2004 (together, the "Exchange Circular"), and the related Letter of
Transmittal and Consent dated June 10, 2004, (the "Letter of
Transmittal"), which Exchange Circular solicited the consent of the
holders of the 9-5/8% Notes and the 7.50% Notes to amend the Second
Supplemental Indenture and the Third Supplemental Indenture to
permanently eliminate, in the event the 9-5/8% Notes and 7.50% Notes
receive certain investment grade ratings, certain operating
restrictions (such offers to exchange as set forth in the Exchange
Circular and the Letter of Transmittal, including any amendments,
modifications or supplements thereto, the "Exchange Offers").
E. Promptly following the execution and delivery of this Supplemental
Indenture, the Company plans to accept tenders in the Exchange Offers
and to issue, pursuant to the Indenture and the Fifth Supplemental
Indenture, to be dated July 15, 2004 (the "Fifth Supplemental
Indenture"), among the Company and the Trustee, $526,875,000 aggregate
principal amount of the New Notes in connection with exchanges pursuant
to the Exchange Offer, such that there will have been redeemed
$275,125,000 aggregate principal amount of the 9-5/8% Notes and
$133,825,000 aggregate principal amount of the 7.50% Notes pursuant to
the Exchange Offers, such that there will then be outstanding under the
Indenture (after giving effect to the Exchange Offers and prior
redemptions) $64,044,000 aggregate principal amount of the 9-5/8% Notes
and $16,175,000 aggregate principal amount of the 7.50% Notes.
F. Section 9.02 of the Indenture provides that, with the consent of
Holders representing a majority in aggregate principal amount of the
Notes then outstanding, the Company, when authorized by a resolution of
the Board of Directors, and the Trustee may enter into an indenture
supplemental to the Indenture for the purpose of amending or
supplementing the Indenture or modifying the rights of Holders (subject
to certain exceptions).
G. The Company desires and has requested the Trustee to join with it in
entering into this Supplemental Indenture for the purpose of amending
the Indenture in certain respects as permitted by Section 9.02 of the
Indenture.
H. The Company, in connection with the Exchange Offer, has solicited
consents to this Supplemental Indenture upon the terms and conditions
set forth in the Exchange Offer.
I. The execution and delivery of this Supplemental Indenture has been
authorized by resolution of the Board of Directors of the Company.
J. The Company (i) has received the consent of the Holders of, and will
accept for exchange under the Exchange Offer, more than a majority in
principal amount of the outstanding 9-5/8% Notes and the 7.50% Notes,
all as certified by an Officer's Certificate delivered to the Trustee
simultaneously with the execution and delivery of this Supplemental
Indenture, (ii) has delivered to the Trustee simultaneously with the
execution and delivery of this Supplemental Indenture an Opinion of
Counsel relating to this Supplemental Indenture as contemplated by
Section 9.03 of the Indenture, and (iii) has satisfied all other
conditions required under Article 9 of the Indenture to enable the
Company and the Trustee to enter into this Supplemental 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:
Section 1. Amendments to Second Supplemental Indenture.
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(a) Section 4.18. Section 4.18 of the Second Supplemental
Indenture is hereby amended to read in its entirety as follows:
"Section 4.18. Suspension or Elimination of Covenants. During
any period of time that (a) the Notes have an Investment Grade
Rating from either of the Rating Agencies and (b) no Default
or Event of Default has occurred and is continuing under the
Indenture, the Company and the Restricted Subsidiaries will
not be subject to the provisions in Sections 4.13, 4.14, 4.15
and 4.16 of the Indenture (collectively, the "Suspended
Covenants"). In the event that the Company and the Restricted
Subsidiaries are not subject to the Suspended Covenants for
any period of time as a result of the preceding sentence and,
subsequently, one or both of the Rating Agencies withdraws its
ratings or downgrades the ratings assigned to the Notes below
the required Investment Grade Ratings so that the Notes do not
have an Investment Grade Rating from either Rating Agency, or
a Default or Event of Default occurs and is continuing, then
the Company and the Restricted Subsidiaries will thereafter
again be subject to the Suspended Covenants and compliance
with the Suspended Covenants with respect to Restricted
Payments made after the time of such withdrawal, downgrade,
Default or Event of Default will be calculated in accordance
with the terms of Section 4.14 as though such covenant had
been in effect during the entire period of time from the date
the Notes are issued; provided, however, that if at any time
the Notes have an Investment Grade Rating from both of the
Rating Agencies and either a rating of Baa2 (or the
equivalent) by Xxxxx'x or BBB (or the equivalent) by S&P, then
the Company and the Restricted Subsidiaries will not be
subject to the Suspended Covenants from and after such time,
notwithstanding anything to the contrary in this Section 4.18,
and thereafter the application of the Suspended Covenants to
the Company and the Restricted Subsidiaries will be
permanently terminated and the Suspended Covenants will be of
no force and effect."
Section 2. Amendments to Third Supplemental Indenture.
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(a) Section 4.18. Section 4.18 of the Third Supplemental
Indenture is hereby amended to read in its entirety as follows:
"Section 4.18. Suspension or Elimination of Covenants. During
any period of time that (a) the Notes have an Investment Grade
Rating from either of the Rating Agencies and (b) no Default
or Event of Default has occurred and is continuing under the
Indenture, the Company and the Restricted Subsidiaries will
not be subject to the provisions in Sections 4.13, 4.14, 4.15
and 4.16 of the Indenture (collectively, the "Suspended
Covenants"). In the event that the Company and the Restricted
Subsidiaries are not subject to the Suspended Covenants for
any period of time as a result of the preceding sentence and,
subsequently, one or both of the Rating Agencies withdraws its
ratings or downgrades the ratings assigned to the Notes below
the required Investment Grade Ratings so that the Notes do not
have an Investment Grade Rating from either Rating Agency, or
a Default or Event of Default occurs and is continuing, then
the Company and the Restricted Subsidiaries will thereafter
again be subject to the Suspended Covenants and compliance
with the Suspended Covenants with respect to Restricted
Payments made after the time of such withdrawal, downgrade,
Default or Event of Default will be calculated in accordance
with the terms of Section 4.14 as though such covenant had
been in effect during the entire period of time from the date
the Notes are issued; provided, however, that if at any time
the Notes have an Investment Grade Rating from both of the
Rating Agencies and either a rating of Baa2 (or the
equivalent) by Xxxxx'x or BBB (or the equivalent) by S&P, then
the Company and the Restricted Subsidiaries will not be
subject to the Suspended Covenants from and after such time,
notwithstanding anything to the contrary in this Section 4.18,
and thereafter the application of the Suspended Covenants to
the Company and the Restricted Subsidiaries will be
permanently terminated and the Suspended Covenants will be of
no force and effect."
Section 3. Ratification. 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. Except
to the extent amended by or supplemented by this Supplemental Indenture, the
Company and the Trustee hereby ratify, confirm, and reaffirm the Indenture in
all respects.
Section 4. Counterparts. This 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.
Section 5. Governing Law. The laws of the State of New York shall govern
the construction and interpretation of this Supplemental Indenture, without
regard to principles of conflicts of laws.
Section 6. Trustee. The Trustee makes no representations as to the validity
or sufficiency of this Supplemental Indenture. The recitals and statements
herein are deemed to be those of the Company and not the Trustee.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be signed on their behalf by their duly authorized representatives
as of the date first above written:
Pioneer Natural Resources Company
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President and Chief Accounting
Officer
The Bank of New York, as Trustee
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Vice President
