EXHIBIT 4.1
SIXTH SUPPLEMENTAL INDENTURE
THIS SIXTH SUPPLEMENTAL INDENTURE dated as of May 1, 2006 (this
"Supplemental Indenture"), among Pioneer Natural Resources Company, a Delaware
corporation (the "Company"), Pioneer Natural Resources USA, Inc., a Delaware
corporation, for purposes of agreeing to make certain guarantees pursuant to
Section 3 hereof (the "Guarantor"), and The Bank of New York Trust Company,
N.A., a national banking association organized under the laws of the United
States of America, as successor 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 Bank of New York, a New York banking corporation
(the "Prior Trustee"), entered into 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, the Prior Trustee and the Trustee are parties to that
certain Agreement of Resignation, Appointment and Acceptance, dated as of
February 21, 2005, pursuant to which the Prior Trustee resigned as trustee under
the Indenture and the Trustee was appointed as successor trustee under the
Indenture.
C. 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 establish the form or terms of Debt Securities of any
series as permitted by Sections 2.01 and 2.03 of the Indenture.
D. The Company desires to issue, and upon certain events specified in this
Supplemental Indenture, the Guarantor desires to agree to be obligated to
guarantee, $450,000,000 aggregate principal amount of 6.875% Senior Notes due
2018 (the "Notes") and in connection therewith, the Company and the Guarantor
have duly determined to make, execute and deliver to the Trustee this
Supplemental Indenture to set forth the terms and provisions of the Notes 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 Notes:
Section 1. Notes. Pursuant to Section 2.03 of the Indenture, the terms and
provisions of the Notes are as follows:
(a) The title of the Notes shall be "6.875% Senior Notes due 2018."
(b) The Notes shall be initially limited to $450,000,000 aggregate
principal amount. The Company may, without the consent of the Holders of the
Notes, increase such aggregate principal amount in the future, on the same terms
and conditions and with the same CUSIP numbers as the Notes. The Company shall
not issue any such additional Notes unless the additional Notes are fungible
with the Notes for United States federal income tax purposes.
(c) The Notes shall not require any principal or premium payments prior
to maturity on May 1, 2018.
(d) The rate at which the Notes shall bear interest shall be 6.875% per
annum; interest on the notes shall accrue from May 1, 2006, for the first
interest payment and from the most recent interest payment date thereafter; the
interest payment dates on which such interest shall be payable shall be May 1
and November 1, beginning November 1, 2006; and the record dates for the
determination of the holders of the Notes to whom such interest is payable shall
be the immediately preceding April 15 (for May 1 payment dates) and October 15
(for November 1 payment dates); the rate at which the overdue principal shall
bear interest shall be 1% per annum in excess of the rate stated initially in
this clause; and the rate at which overdue installments of interest shall bear
interest shall be 1% per annum in excess of the rate stated initially in this
clause to the extent lawful.
(e) Payments of principal of and interest on the Notes represented by one
or more Global Senior Notes initially registered in the name of The Depository
Trust Company (the "Depositary") or its nominee with respect to the Notes shall
be made by the Company through the Trustee in immediately available funds to the
Depositary or its nominee, as the case may be.
(f) The Notes shall be redeemable at any time, at the option of the
Company, in whole or from time to time in part, at the price, and otherwise in
accordance with the terms and provisions, set forth in Section 2 of this
Supplemental Indenture and (to the extent they do not conflict with Section 2 of
this Supplemental Indenture) the terms and provisions of Sections 3.03 and 3.04
of the Indenture.
(g) The Notes shall be represented by one or more Global Senior Notes
deposited with the Depositary and registered in the name of the nominee of the
Depositary.
(h) There shall be no mandatory sinking fund for the payments of the
Notes.
(i) As long as the Depositary or its nominee, or a successor Depositary
or its nominee, is the registered owner of the Global Senior Notes relating to
the Notes, owners of the beneficial interests in such Global Senior Notes shall
not be entitled to have the Notes registered in their names and shall not
receive or be entitled to receive physical delivery of Notes in definitive form
except (i) as provided in Section 2.15(c) of the Indenture or (ii) if an Event
of Default with respect to the Notes has occurred and is continuing.
(j) The Bank of New York Trust Company, N.A. shall be the Trustee for the
Notes under the Indenture.
(k) Article X of the Indenture shall apply to the Notes.
(l) The Notes shall not be subordinated pursuant to the provisions of
Article XII of the Indenture. The Notes shall be senior unsecured obligations of
the Company ranking pari passu with other existing and future senior unsecured
indebtedness of the Company.
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(m) The Company shall be subject to all the covenants set forth in
Article IV of the Indenture with respect to the Notes.
(n) To the extent not set forth herein, the provisions of Section 2.03 of
the Indenture are not applicable.
Section 2. Optional Redemption of Notes. The Notes will be redeemable at
any time, at the option of the Company, in whole or from time to time in part,
upon not less than 30 and not more than 60 days' notice as provided in the
Indenture, on any date prior to maturity (the "Redemption Date") at a price
equal to 100% of the principal amount thereof plus accrued and unpaid interest,
if any, to the Redemption Date (subject to the right of Holders of record on the
relevant record date to receive interest due on any interest payment date that
is on or prior to the Redemption Date) plus a Make-Whole Premium, if any (the
"Redemption Price"). In no event will a Redemption Price ever be less than 100%
of the principal amount of the Notes plus accrued and unpaid interest, if any,
to the Redemption Date.
The amount of the Make-Whole Premium with respect to any of the Notes (or
portion thereof) to be redeemed will be equal to the excess, if any, of:
(a) the sum of the present values, calculated as of the Redemption Date,
of:
(i) each interest payment that, but for such redemption, would
have been payable on such Note (or portion thereof) being redeemed on each
interest payment date occurring after the Redemption Date (excluding any
accrued interest for the period prior to the Redemption Date); and
(ii) the principal amount that, but for such redemption, would
have been payable at the final maturity of such Note (or portion thereof)
being redeemed; over
(b) the principal amount of such Note (or portion thereof) being redeemed.
The present values of interest and principal payments referred to in clause
(a) above will be determined in accordance with generally accepted principles of
financial analysis. Such present values will be calculated by discounting the
amount of each payment of interest or principal from the date that each such
payment would have been payable, but for the redemption, to the Redemption Date
at a discount rate equal to the Treasury Yield (as defined below) plus 50 basis
points.
The Make-Whole Premium will be calculated by an independent investment
banking institution of national standing appointed by the Company; provided that
if the Company fails to make such appointment at least 45 business days prior to
the Redemption Date, or if the institution so appointed is unwilling or unable
to make such calculation, such calculation will be made by an independent
investment banking institution of national standing appointed by the Trustee (in
any such case, an "Independent Investment Banker").
For purposes of determining the Make-Whole Premium, "Treasury Yield" means
a rate of interest per annum equal to the weekly average yield to maturity of
United States Treasury Notes that have a constant maturity that corresponds to
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the remaining term to maturity of the applicable Notes, calculated to the
nearest 1/12th of a year (the "Remaining Term"). The Treasury Yield will be
determined as of the third business day immediately preceding the applicable
Redemption Date.
The weekly average yields of United States Treasury Notes will be
determined by reference to the most recent statistical release published by the
Federal Reserve Bank of New York and designated "H.15 (519) Selected Interest
Rates" or any successor release (the "H.15 Statistical Release"). If the H.15
Statistical Release sets forth a weekly average yield for United States Treasury
Notes having a constant maturity that is the same as the Remaining Term, then
the Treasury Yield will be equal to such weekly average yield. In all other
cases, the Treasury Yield will be calculated by interpolation, on a
straight-line basis, between the weekly average yields on the United States
Treasury Notes that have a constant maturity closest to and greater than the
Remaining Term and the United States Treasury Notes that have a constant
maturity closest to and less than the Remaining Term (in each case as set forth
in the H.15 Statistical Release). Any weekly average yields so calculated by
interpolation will be rounded to the nearest 1/100th of 1%, with any figure of
1/200th of 1% or above being rounded upward. If weekly average yields for United
States Treasury Notes are not available in the H.15 Statistical Release or
otherwise, then the Treasury Yield will be calculated by interpolation of
comparable rates selected by the Independent Investment Banker.
In the case of any partial redemption, selection of the Notes for
redemption will be made by the Trustee on a pro rata basis, by lot or by such
other method as the Trustee in its sole discretion shall deem to be fair and
appropriate, although no such Note of $1,000 in original principal amount or
less shall be redeemed in part. If any Note is to be redeemed in part only, the
notice of redemption relating to such Note shall state the portion of the
principal amount thereof to be redeemed. A new Note in principal amount equal to
the unredeemed portion thereof will be issued in the name of the Holder thereof
upon cancellation of the original Note.
Section 3. Obligation to Guarantee. If at any time any of the Company's 8
1/4% Senior Notes due 2007, 6.50% Senior Notes due 2008, 5.875% Senior Notes due
2012, 5.875% Senior Notes due 2016 or 7.20% Senior Notes due 2028 (the "7.20%
Notes," and collectively with all other senior notes, the "Other Senior Notes")
are guaranteed by the Guarantor pursuant to the terms of the Indenture or any
applicable supplemental indenture related to such senior notes, then the
Company, the Guarantor and the Trustee shall as soon as reasonably practicable
thereafter execute and deliver a supplemental indenture to the Indenture
pursuant to which the Guarantor shall unconditionally guarantee the Notes on
substantially the same terms as the Guarantor shall have guaranteed the 7.20%
Notes; provided, however, that if the Guarantor is not required to guarantee the
7.20% Notes or if the 7.20% Notes are no longer outstanding, then the Guarantor
shall guarantee the Notes on substantially the same terms as the most recently
issued series of Other Senior Notes that are guaranteed. The Company, the
Guarantor and the Trustee, as applicable, also shall execute and deliver such
other documents, instruments or certificates as are reasonably necessary or
appropriate to effect the required guarantee of the Notes.
Section 4. Amendments to Sections 1.01, 2.07 and 2.15 and Article IV.
(a) Section 1.01. Section 1.01 is hereby amended, solely with respect to
the Notes, by:
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(i) deleting clause (a)(iv)(A) of the definition of "Adjusted
Consolidated Net Tangible Assets" and substituting therefor the
following language "the net book value of other tangible assets of the
Company and its Subsidiaries, as of a date no earlier than the date of
the Company's latest annual or quarterly financial statement, and";
deleting the following language "Issue Date (including, without
limitation, under the Credit Agreements)" at the end of clause (e) of the
definition of "Permitted Liens" and substituting therefor the following
language "date on which the 6.875% Senior Notes due 2018 of the Company
were originally issued"; adding the following language "and Liens
securing Non-Recourse Indebtedness; provided, however, that the related
purchase money Indebtedness and Non-Recourse Indebtedness, as applicable,
shall not be secured by any Property or assets of the company or any
Restricted Subsidiary other than the Property acquired by the Company
with the proceeds of such purchase money Indebtedness or Non-Recourse
Indebtedness, as applicable" after "Purchase Money Liens" in clause (i)
of the definition of "Permitted Liens";
(ii) deleting the definition of "Credit Agreements" and
substituting therefor the definition "Credit Facility" as follows:
"Credit Facility" means, with respect to the Company, the credit
facility made available to the Company pursuant to the Amended and
Restated 5-Year Revolving Credit Agreement dated as of September
30, 2005, among the Company and the lenders named therein, together
with any Refinancings thereof by a lender or a syndicate of lenders.
It is understood and agreed that the Credit Facility may be
refinanced, refunded, extended, renewed or replaced (through one or
more such refinancings, refundings, extensions, renewals or
replacements), as a whole, or in part, from time to time after the
termination of the applicable Credit Facility."; and
(iii) adding a definition of "Refinance" as follows:
"Refinance" means, in respect of any Indebtedness, to refinance,
extend, renew, refund, repay, prepay, redeem, defease or retire, or
to issue other Indebtedness in exchange or replacement for, such
indebtedness. "Refinanced" and "Refinancing" shall have correlative
meanings.
(iv) adding a definition of "Non-Recourse Indebtedness" as
follows:
"Non-Recourse Indebtedness" means Indebtedness or that portion of
Indebtedness of the Company incurred in connection with the
acquisition by the Company of any Property and as to which:
(1) the holders of such Indebtedness agree in writing that they
will look solely to the Property so acquired and securing such
Indebtedness for payment on or in respect of such Indebtedness and
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(2) no default with respect to such Indebtedness would permit
(after notice or passage of time or both), according to the terms of any
other Indebtedness of the Company or a Restricted Subsidiary, any holder
of such other Indebtedness to declare a default under such other
Indebtedness or cause the payment of such other Indebtedness to be
accelerated or payable prior to its stated maturity.
(b) Sections 2.07. Section 2.07 is hereby amended, solely with respect to
the Notes, by adding "the Underwriters," before "the Company" in the last
sentence of Section 2.07.
(c) Sections 2.15. Section 2.15 is hereby amended, solely with respect to
the Notes, by adding "the Underwriters," before "the Company" in the third
sentence of subclause (v) of Section 2.15(c).
Section 5. 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, the Guarantor and the Trustee hereby ratify, confirm and reaffirm the
Indenture in all respects.
Section 6. 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 7. 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 8. Trustee Not Responsible for Recitals or Issuance of Notes. The
recitals contained herein and in the Notes, except the Trustee's certificates of
authentication, shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Supplemental Indenture
or of the Notes. The Trustee shall not be accountable for the use or application
by the Company of Notes or the proceeds thereof.
[Signature Page Follows]
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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/ Richard P. Dealy
------------------------------------
Name: Richard P. Dealy
Title: Executive Vice President and
Chief Financial Officer
Pioneer Natural Resources USA, Inc.
By: /s/ Richard P. Dealy
------------------------------------
Name: Richard P. Dealy
Title: Executive Vice President and
Chief Financial Officer
The Bank of New York Trust Company, N.A.,
as Trustee
By: /s/ John C. Stohlmann
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Name: John C. Stohlmann
Title: Vice President