EXHIBIT 4.1
THIRD SUPPLEMENTAL INDENTURE
THIS THIRD SUPPLEMENTAL INDENTURE dated as of September 30, 2004 (this
"Supplemental Indenture"), is entered into by and among Pioneer Natural
Resources Company, a Delaware corporation ("Pioneer"), Pioneer Debt Sub, LLC, a
Texas limited liability company and a wholly-owned subsidiary of Pioneer (the
"Company"), and Wachovia Bank, National Association, the successor to First
Union National Bank, a national 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. Pursuant to the terms of that certain Agreement and Plan of Merger dated
as of September 29, 2004, by and among the Company, Pioneer BC Asset Sub, LLC, a
Texas limited liability company and a wholly-owned subsidiary of the Company
("Asset Sub"), and Pioneer Evergreen Properties, LLC, a Texas limited liability
company and a wholly-owned subsidiary of Pioneer ("Merger Sub"), the Company,
Asset Sub and Merger Sub have merged into each other, with the Company and Asset
Sub as the surviving entities (the "Merger").
B. Pursuant to the terms of the Merger and the Texas law, the obligations
of the Merger Sub under the Indenture and the Securities were allocated to, and
became liabilities of the Company in the Merger.
B. Pursuant to Article VII of that certain Indenture dated as of December
18, 2001, by and among Merger Sub, Pioneer and the Trustee (as heretofore
amended and supplemented, the "Indenture"), upon consummation of the Merger, the
Company shall expressly assume, by supplemental indenture, executed and
delivered to the Trustee all obligations of Merger Sub under the Indenture and
the 4.75% Senior Convertible Notes due 2021 issued thereunder (the "Securities")
and the Company will succeed to, and be substituted for, and may exercise every
right and power of Merger Sub under the Indenture and the Securities.
C. In accordance with Section 11.1(a) of the Indenture, the Company and the
Trustee are authorized to execute and deliver this Supplemental Indenture to
amend the Indenture to provide for the assumption by the Company of the
obligations of Merger Sub under the Indenture and the Securities without notice
to or the consent of any Securityholder.
D. Each of the Company and Pioneer desires and has requested the Trustee to
join with it in entering into this Supplemental Indenture for the purpose of
amending the Indenture to provide for the assumption by the Company of the
obligations of Merger Sub under the Indenture and the Securities.
E. The Company and Pioneer have duly authorized the execution and delivery
of this Supplemental Indenture.
AGREEMENTS
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Company, Pioneer, and the Trustee covenant and agree for the equal and ratable
benefit of the Holders of the Securities 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 Company Substituted. In accordance with Article VII of
the Indenture, upon consummation of the Merger, the Company shall succeed to,
and be substituted for, and may exercise every right and power of, Merger Sub
under the Securities and the Indenture with the same effect as if the Company
had been named therein as Merger Sub.
Section 3. Assumption of Obligations. Upon consummation of the Merger, the
Company hereby assumes all of the obligations of Merger Sub under the Indenture
and the Securities with the same effect as if the Company had been named therein
as Merger Sub.
Section 4. Miscellaneous.
(a) Execution of 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) NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW
YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.
(c) Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
(d) Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.
(e) The Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by Pioneer and the Company.
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2
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
PIONEER DEBT SUB, LLC
By: /s/ Richard P. Dealy
---------------------------------
Name: Richard P. Dealy
Title: President
PIONEER NATURAL RESOURCES COMPANY
By: /s/ Richard P. Dealy
---------------------------------
Name: Richard P. Dealy
Title: Vice President
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Trustee
By: /s/ Doug Milner
---------------------------------
Authorized Signatory
Signature Page to the Third Supplemental Indenture
(4.75% Senior Convertible Notes)