UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
/ x / Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2000
or
/ / Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from _______ to ________
Commission File No. 1-13245
PIONEER NATURAL RESOURCES COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 75-2702753
----------------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1400 Williams Square West, 5205 N. O'Connor Blvd., Irving, Texas 75039
- ---------------------------------------------------------------- --------
(Address of principal executive offices) (Zip code)
Registrant's Telephone Number, including area code : (972) 444-9001
Not applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes / x / No / /
Number of shares of Common Stock outstanding
as of April 30, 2000............................................. 99,617,796
<PAGE>
PIONEER NATURAL RESOURCES COMPANY
TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of March 31, 2000 and
December 31, 1999 ...................................... 3
Consolidated Statements of Operations and Comprehensive
Income (Loss) for the three months ended March 31,
2000 and 1999............................................ 4
Consolidated Statement of Stockholders' Equity for the
three months ended March 31, 2000........................ 5
Consolidated Statements of Cash Flows for the three
months ended March 31, 2000 and 1999..................... 6
Notes to Consolidated Financial Statements.................. 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...................... 18
Item 3. Quantitative and Qualitative Disclosures About
Market Risk.............................................. 25
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................... 30
Item 6. Exhibits and Reports on Form 8-K............................ 30
Signatures.................................................. 31
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
PIONEER NATURAL RESOURCES COMPANY
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
<TABLE>
March 31, December 31,
2000 1999
----------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents...................................... $ 33,136 $ 34,788
Accounts receivable:
Trade, net.................................................. 135,483 116,456
Affiliates.................................................. 2,413 2,119
Inventories.................................................... 12,905 13,721
Deferred income taxes.......................................... 5,800 5,800
Other current assets........................................... 11,228 10,252
---------- ----------
Total current assets...................................... 200,965 183,136
---------- ----------
Property, plant and equipment, at cost:
Oil and gas properties, using the successful efforts method
of accounting:
Proved properties........................................... 3,062,829 2,997,335
Unproved properties......................................... 248,026 257,583
Accumulated depletion, depreciation and amortization........... (799,602) (751,956)
---------- ----------
2,511,253 2,502,962
---------- ----------
Deferred income taxes............................................ 83,400 83,400
Other property and equipment, net................................ 40,633 43,006
Other assets, net................................................ 133,640 116,969
---------- ----------
$ 2,969,891 $ 2,929,473
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt......................... $ 505 $ 828
Accounts payable:
Trade..................................................... 72,175 86,442
Affiliates................................................ 498 426
Interest payable............................................. 27,533 36,045
Other current liabilities.................................... 97,165 73,072
---------- ----------
Total current liabilities.............................. 197,876 196,813
---------- ----------
Long-term debt, less current maturities.......................... 1,745,818 1,745,108
Other noncurrent liabilities..................................... 167,997 169,438
Deferred income taxes............................................ 41,600 43,500
Stockholders' equity:
Preferred stock, $.01 par value; 100,000,000 shares
authorized; one share issued and outstanding.............. - -
Common stock, $.01 par value; 500,000,000 shares authorized;
100,885,078 and 100,876,789 shares issued as of March 31,
2000 and December 31, 1999, respectively.................. 1,009 1,009
Additional paid-in-capital................................... 2,348,496 2,348,448
Treasury stock, at cost; 1,046,625 and 537,206 shares as of
March 31, 2000 and December 31, 1999, respectively........ (14,496) (10,384)
Accumulated deficit.......................................... (1,560,114) (1,574,884)
Accumulated other comprehensive income:
Unrealized gain on available for sale securities.......... 31,742 -
Cumulative translation adjustment......................... 9,963 10,425
---------- ----------
Total stockholders' equity............................. 816,600 774,614
Commitments and contingencies.................................... ---------- ----------
$ 2,969,891 $ 2,929,473
========== ==========
</TABLE>
The financial information included as of March 31, 2000 has been prepared by
management without audit by independent public accountants.
The accompanying notes are an integral part of these
consolidated financial statements.
3
<PAGE>
PIONEER NATURAL RESOURCES COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
(in thousands, except per share data)
(Unaudited)
<TABLE>
Three months ended March 31,
2000 1999
---------- ----------
<S> <C> <C>
Revenues:
Oil and gas........................................... $ 174,375 $ 147,151
Interest and other.................................... 3,755 45,973
Gain on disposition of assets, net.................... 8,372 67
--------- ---------
186,502 193,191
--------- ---------
Costs and expenses:
Oil and gas production................................ 43,122 47,194
Depletion, depreciation and amortization.............. 51,908 69,372
Exploration and abandonments.......................... 13,075 11,776
General and administrative............................ 9,759 10,249
Reorganization........................................ - 5,529
Interest.............................................. 39,755 42,521
Other................................................. 14,413 8,651
--------- ---------
172,032 195,292
--------- ---------
Income (loss) before income taxes......................... 14,470 (2,101)
Income tax (provision) benefit............................ 300 (400)
--------- ---------
Net income (loss)......................................... 14,770 (2,501)
Other comprehensive income (loss):
Unrealized gain on available for sale securities...... 31,742 -
Translation adjustment................................ (462) 95
--------- ---------
Comprehensive income (loss)............................... $ 46,050 $ (2,406)
========= =========
Net income (loss) per share:
Basic ................................................ $ .15 $ (.02)
========= =========
Diluted............................................... $ .15 $ (.02)
========= =========
Weighted average basic shares outstanding................. 100,163 100,300
========= =========
</TABLE>
The financial information included herein has been prepared by
management without audit by independent public accountants.
The accompanying notes are an integral part of these
consolidated financial statements.
4
<PAGE>
PIONEER NATURAL RESOURCES COMPANY
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(in thousands)
(Unaudited)
<TABLE>
Accumulated Other
Common Comprehensive Income
Stock Additional ------------------------ Total
Shares Common Paid-in Treasury Accumulated Investment Translation Stockholders'
Outstanding Stock Capital Stock Deficit Gains Adjustment Equity
----------- ------- ---------- -------- ----------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance as of January 1,
2000....................... 100,340 $ 1,009 $2,348,448 $(10,384) $(1,574,884) $ - $ 10,425 $ 774,614
Stock options exercised.... 8 - 48 - - - - 48
Treasury stock purchases... (510) - - (4,112) - - - (4,112)
Net income................. - - - - 14,770 - - 14,770
Other comprehensive
income (loss):
Unrealized gain on
available for sale
securitis............. - - - - - 31,742 - 31,742
Translation adjustment.. - - - - - - (462) (462)
-------- ------ --------- -------- ---------- ------- -------- ---------
Balance as of March 31,
2000....................... 99,838 $ 1,009 $2,348,496 $(14,496) $(1,560,114) $ 31,742 $ 9,963 $ 816,600
======== ====== ========= ======= ========== ======== ======== =========
</TABLE>
The financial information included herein has been prepared by
management without audit by independent public accountants.
The accompanying notes are an integral part of these
consolidatedfinancial statements.
5
<PAGE>
PIONEER NATURAL RESOURCES COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
<TABLE>
Three months ended
March 31,
-----------------------
2000 1999
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss)........................................... $ 14,770 $ (2,501)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depletion, depreciation and amortization.................. 51,908 69,372
Exploration expenses, including dry holes................. 9,732 10,310
Deferred income taxes..................................... (1,500) (100)
Gain on disposition of assets, net........................ (8,372) (67)
Other noncash items....................................... 17,664 (30,286)
Changes in operating assets and liabilities:
Accounts receivable....................................... (18,950) 2,295
Inventory................................................. (190) 1,815
Other current assets...................................... (649) (173)
Accounts payable.......................................... (13,763) (26,514)
Interest payable.......................................... (8,512) (11,090)
Other current liabilities................................. 5,063 (4,770)
-------- --------
Net cash provided by operating activities.............. 47,201 8,291
-------- --------
Cash flows from investing activities:
Proceeds from disposition of assets......................... 19,547 5,150
Additions to oil and gas properties......................... (60,034) (47,173)
Other property dispositions, net............................ 553 101
-------- --------
Net cash used in investing activities.................. (39,934) (41,922)
-------- --------
Cash flows from financing activities:
Borrowings under long-term debt............................. 30,839 307,217
Principal payments on long-term debt........................ (31,707) (279,741)
Payment of noncurrent liabilities........................... (3,909) (12,927)
Exercise of long-term incentive plan stock options.......... 48 -
Purchase of treasury stock.................................. (4,112) -
Deferred loan fees/issuance costs........................... (71) (6,891)
-------- --------
Net cash provided by (used in) financing activities.... (8,912) 7,658
-------- --------
Net decrease in cash and cash equivalents....................... (1,645) (25,973)
Effect of exchange rate changes on cash and cash equivalents.... (7) 315
Cash and cash equivalents, beginning of period.................. 34,788 59,221
-------- --------
Cash and cash equivalents, end of period........................ $ 33,136 $ 33,563
======== ========
</TABLE>
The financial information included herein has been prepared by
management without audit by independent public accountants.
The accompanying notes are an integral part of these
consolidated financial statements.
6
<PAGE>
PIONEER NATURAL RESOURCES COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000
(Unaudited)
NOTE A. Organization and Nature of Operations
Pioneer Natural Resources Company (the "Company") is a Delaware
corporation whose common stock is listed and traded on the New York Stock
Exchange and the Toronto Stock Exchange. The Company is an oil and gas
exploration and production company with ownership interests in oil and gas
properties located principally in the Mid Continent, Southwestern and onshore
and offshore Gulf Coast regions of the United States and in Argentina, Canada
and South Africa.
NOTE B. Basis of Presentation
In the opinion of management, the unaudited consolidated financial
statements of the Company as of March 31, 2000 and for the three month periods
ended March 31, 2000 and 1999 include all adjustments and accruals, consisting
only of normal recurring accrual adjustments, which are necessary for a fair
presentation of the results for the interim periods. These interim results are
not necessarily indicative of results for a full year. Certain amounts in the
prior period financial statements have been reclassified to conform to the
current period presentation.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted in this Form 10-Q pursuant to the
rules and regulations of the Securities and Exchange Commission ("SEC"). These
consolidated financial statements should be read in connection with the
consolidated financial statements and notes thereto included in the Company's
1999 Annual Report on Form 10-K.
NOTE C. Commitments and Contingencies
Legal actions. The Company is party to various legal actions incidental
to its business, including, but not limited to, the proceedings described below.
The majority of these lawsuits primarily involve claims for damages arising from
oil and gas leases and ownership interest disputes. The Company believes that
the ultimate disposition of these legal actions will not have a material adverse
effect on the Company's consolidated financial position, liquidity, capital
resources or future results of operations. The Company will continue to evaluate
its litigation matters on a quarter-by- quarter basis and will adjust its
litigation reserves as appropriate to reflect the then current status of
litigation.
Masterson. In February 1992, the current lessors of an oil and gas lease
(the "Gas Lease") dated April 30, 1955, between R.B. Masterson et al., as
lessor, and Colorado Interstate Gas Company ("CIG"), as lessee, sued CIG in
Federal District Court in Amarillo, Texas, claiming that CIG had underpaid
royalties due under the Gas Lease. Under the agreements with CIG, the Company,
as successor to MESA Inc. ("Mesa"), has an entitlement to gas produced from the
Gas Lease. In August 1992, CIG filed a third-party complaint against the Company
for any such royalty underpayment which may be allocable to the Company.
Plaintiffs alleged that the underpayment was the result of CIG's use of an
improper gas sales price upon which to calculate royalties and that the proper
price should have been determined pursuant to a "favored-nations" clause in a
July 1, 1967, amendment to the Gas Lease. The plaintiffs also sought a
declaration by the court as to the proper price to be used for calculating
future royalties.
The plaintiffs alleged royalty underpayments of approximately $500
million (including interest at 10 percent) dating from July 1, 1967. In March
1995, the court made certain pretrial rulings that eliminated approximately $400
million of the plaintiff's claims (which related to periods prior to October 1,
1989), but which also reduced a number of the Company's defenses. The Company
and CIG filed stipulations with the court whereby the Company would have been
liable for between 50 percent and 60 percent, depending on the time period
covered, of an adverse judgment against CIG for post-February 1988 underpayments
of royalties.
7
<PAGE>
PIONEER NATURAL RESOURCES COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000
(Unaudited)
On March 22, 1995, a jury trial began and on May 4, 1995, the jury
returned its verdict. Among its findings, the jury determined that CIG had
underpaid royalties for the period after September 30, 1989, in the amount of
approximately $140,000. Although the plaintiffs argued that the
"favored-nations" clause entitled them to be paid for all of their gas at the
highest price voluntarily paid by CIG to any other lessor, the jury determined
that the plaintiffs were estopped from claiming that the "favored-nations"
clause provides for other than a pricing-scheme to pricing- scheme comparison.
In light of this determination, and the plaintiff's stipulation that a
pricing-scheme to pricing-scheme comparison would not result in any "trigger
prices" or damages, defendants asked the court for a judgment that plaintiffs
take nothing. The court, on June 7, 1995, entered final judgment that plaintiffs
recover no monetary damages. The plaintiffs filed a motion for a new trial on
June 22, 1995. The court, on July 18, 1997, denied plaintiffs' motion. The
plaintiffs have appealed to the Fifth Circuit Court of Appeals, where oral
arguments were heard in December 1998. The Court's decision regarding this
litigation could be announced at any time.
On June 7, 1996, the plaintiffs filed a separate suit against CIG and the
Company in state court in Amarillo, Texas, similarly claiming underpayment of
royalties under the "favored-nations" clause, but based upon the above-
described pricing-scheme to pricing-scheme comparison on a well-by-well monthly
basis. The plaintiffs also claim underpayment of royalties since June 7, 1995,
under the "favored-nations" clause based upon either the pricing-scheme to
pricing-scheme method or their previously alleged higher price method. The
Company believes it has several defenses to this action and intends to contest
it vigorously. The Company has not yet determined the amount of damages, if any,
that would be payable if such action was determined adversely to the Company.
The federal court in the above-referenced first suit issued an order on
July 29, 1996, which stayed the state suit pending the plaintiffs' resolution of
the first suit.
Based on the jury verdict and final judgment, the Company does not
currently expect the ultimate resolution of either of these lawsuits to have a
material adverse effect on its financial position or results of operations.
Kansas ad valorem tax. The Natural Gas Policy Act of 1978 ("NGPA") allows
a "severance, production or similar" tax to be included as an add-on, over and
above the maximum lawful price for natural gas. Based on a Federal Energy
Regulatory Commission ("FERC") ruling that Kansas ad valorem tax was such a tax,
Mesa collected the Kansas ad valorem tax in addition to the otherwise maximum
lawful price. The FERC's ruling was appealed to the United States Court of
Appeals for the District of Columbia ("D.C. Circuit"), which held in June 1988
that the FERC failed to provide a reasoned basis for its findings and remanded
the case to the FERC for further consideration.
On December 1, 1993, the FERC issued an order reversing its prior ruling,
but limiting the effect of its decision to Kansas ad valorem taxes for sales
made on or after June 28, 1988. The FERC clarified the effective date of its
decision by an order dated May 18, 1994. The order clarified that the effective
date applies to tax bills rendered after June 28, 1988, not sales made on or
after that date. Numerous parties filed appeals on the FERC's action in the D.C.
Circuit. Various natural gas producers challenged the FERC's orders on two
grounds: (1) that the Kansas ad valorem tax, properly understood, does qualify
for reimbursement under the NGPA; and (2) the FERC's ruling should, in any
event, have been applied prospectively. Other parties challenged the FERC's
orders on the grounds that the FERC's ruling should have been applied
retroactively to December 1, 1978, the date of the enactment of the NGPA and
producers should have been required to pay refunds accordingly.
The D.C. Circuit issued its decision on August 2, 1996, which holds that
producers must make refunds of all Kansas ad valorem tax collected with respect
to production since October 4, 1983, as opposed to June 28, 1988. Petitions for
rehearing were denied on November 6, 1996. Various natural gas producers
subsequently filed a petition for writ of certiori with the United States
Supreme Court seeking to limit the scope of the potential refunds to tax bills
8
<PAGE>
PIONEER NATURAL RESOURCES COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000
(Unaudited)
rendered on or after June 28, 1988 (the effective date originally selected by
the FERC). Williams Natural Gas Company filed a cross-petition for certiori
seeking to impose refund liability back to December 1, 1978. Both petitions were
denied on May 12, 1997.
The Company and other producers filed petitions for adjustment with the
FERC on June 24, 1997. The Company is seeking waiver or set-off from FERC with
respect to that portion of the refund associated with (i) non- recoupable
royalties, (ii) non-recoupable Kansas property taxes based, in part, upon the
higher prices collected, and (iii) interest for all periods. On September 10,
1997, FERC denied this request, and on October 10, 1997, the Company and other
producers filed a request for rehearing. Pipelines were given until November 10,
1997 to file claims on refunds sought from producers and refunds totaling
approximately $30 million were made against the Company. The Company is unable
at this time to predict the final outcome of this matter or the amount, if any,
that will ultimately be refunded. As of March 31, 2000 and December 31, 1999,
the Company had set aside $31.7 million and $31.3 million, respectively,
including accrued interest, in an escrow account and had corresponding
obligations for this litigation recorded in other current liabilities in the
accompanying Consolidated Balance Sheets.
NOTE D. Commodity Hedge Derivatives
The Company utilizes various commodity swap and option contracts to (i)
reduce the effect of the volatility of price changes on the commodities the
Company produces and sells, (ii) support the Company's annual capital budgeting
and expenditure plans and (iii) lock in prices to protect the economics related
to certain capital projects.
Crude oil. All material sales contracts governing the Company's oil
production are tied directly or indirectly to the New York Mercantile Exchange
("NYMEX") prices. In addition to the oil hedge contracts set forth below, the
Company has deferred oil hedge losses of $17.6 million that will be recognized
during the following periods: $2.2 million during the second quarter of 2000,
$5.9 million during the third quarter of 2000, $5.9 million during the fourth
quarter of 2000 and $3.6 million during 2001. The following table sets forth the
Company's outstanding oil hedge contracts as of March 31, 2000:
<TABLE>
Yearly
Second Third Fourth Outstanding
Quarter Quarter Quarter Average
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Daily oil production:
2000 - Swap Contracts
Volume (Bbl).................... 6,571 478 435 2,480
Price per Bbl................... $ 16.49 $ 15.76 $ 15.76 $ 16.00
2000 - Collar Contracts*
Volume (Bbl).................... 7,714 7,898 7,977 7,864
Price per Bbl................... $17.44-$20.66 $17.48-$20.71 $17.50-$20.74 $17.47-$20.70
</TABLE>
- ----------
* Concurrent with the Company's purchase of the year 2000 collar contracts,
the Company sold year 2000 put contracts to the counterparties for average
notional contract volumes of 7,000 Bbls per day at a weighted average index
price of $14.29 per Bbl. Consequently, if the weighted average year 2000
index price falls below $14.29 per Bbl, the Company will receive the
weighted average index price for the notional contract volumes, plus $3.18
per Bbl. The counterparties have the contractual right to extend contracts
for notional volumes of 5,000 Bbls per day through year 2001 at weighted
average per Bbl strike prices of $17.00-$20.09 for the collar contracts and
$14.00 for the put contracts.
9
<PAGE>
PIONEER NATURAL RESOURCES COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000
(Unaudited)
The Company reports average oil prices per Bbl including the effects of
oil quality, gathering and transportation costs and the net effect of the oil
hedges. The following table sets forth the Company's oil prices, both realized
and reported, and the net effects of settlements of oil price hedges to revenue:
Three months ended
March 31,
---------------------
2000 1999
-------- --------
Average price reported per Bbl.................. $ 22.44 $ 11.80
Average price realized per Bbl.................. $ 27.74 $ 11.02
Addition (reduction) to revenue (in millions)... $ (16.8) $ 3.5
Natural Gas. The Company employs a policy of hedging gas production based
on the index price upon which the gas is actually sold in order to mitigate the
basis risk between NYMEX prices and actual index prices. The Company has
deferred gas hedge losses of $5.9 million that will be recognized during the
following periods: $1.1 million during the second quarter of 2000, $1.1 million
during the third quarter of 2000, $1.2 million during the fourth quarter of 2000
and $2.5 million during 2001. The following table sets forth the Company's
outstanding gas hedge contracts as of March 31, 2000 (prices included herein
represent the Company's weighted average index price per MMBtu):
<TABLE>
Yearly
First Second Third Fourth Outstanding
Quarter Quarter Quarter Quarter Average
-------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Daily gas production:
2000 - Collar Contracts*
Volume (Mcf)................ 39,029 58,223 55,571 57,227
Index price per MMBtu....... $ $2.01-$2.58 $2.01-$2.58 $2.02-$2.61 $2.01-$2.59
2002 - Swap Contracts
Volume (Mcf)................ 10,000 10,000 10,000 10,000 10,000
Index price per MMBtu....... $ 2.42 $ 2.42 $ 2.42 $ 2.42 $ 2.42
</TABLE>
- ----------
* Concurrent with the Company's purchase of the year 2000 collar contracts,
the Company sold year 2000 put contracts to the counterparties for an equal
volume at an average index price of $1.73 per MMBtu. Consequently, if the
weighted average year 2000 index price falls below $1.73 per MMBtu, the
Company will receive the weighted average index price for the notional
contract volumes, plus approximately $.28 per MMBtu.
In addition to the hedge contracts shown above, certain counterparties
have the contractual right to sell 2001, 2002 and 2003 swap contracts to the
Company for notional contract volumes of 49,233; 12,500; and 10,000 Mcf per day,
respectively, at weighted average index prices of $2.21, $2.52, and $2.58 per
MMBtu, respectively. Certain counterparties also have the contractual right to
sell 2001 and 2002 collar contracts with associated put contracts to the Company
for notional contract volumes of 54,482 and 60,000 Mcf per day, respectively, at
weighted average index prices of $2.09-$2.71 and $2.25-$2.64 per MMBtu,
respectively, for the collar contracts, and $1.80 and $1.95 per MMBtu,
respectively, for the associated put contracts.
The Company reports average gas prices per Mcf including the effects of
Btu content, gathering and transportation costs, gas processing and shrinkage
and the net effect of gas hedges. The following table sets forth the Company's
gas prices, both realized and reported, and the net effects of settlements of
gas price hedges to revenue:
10
<PAGE>
PIONEER NATURAL RESOURCES COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000
(Unaudited)
Three months ended
March 31,
------------------
2000 1999
------- -------
Average price reported per Mcf................... $ 1.97 $ 1.71
Average price realized per Mcf................... $ 1.99 $ 1.50
Addition (reduction) to revenue (in millions).... $ (.9) $ 9.3
NOTE E. Other Revenue
In December 1998, the Company announced the sale of an exclusive and
irrevocable option to a third party to purchase, on or before March 31, 1999,
certain oil and gas properties of the Company. In consideration for the option,
the third party paid an option fee of $41.3 million to the Company. The third
party was unable to complete the purchase of the Company's oil and gas
properties. Accordingly, interest and other revenue in the accompanying
Consolidated Statement of Operations and Comprehensive Income (Loss) for the
three months ended March 31, 1999 includes other income of $41.3 million. Other
noncash items in the accompanying Consolidated Statement of Cash Flows for the
three months ended March 31, 1999 includes a $41.3 million reduction for this
noncash component of earnings.
NOTE F. Mark-to-Market Financial Instruments
Available for sale securities. On December 31, 1999, the Company owned
2,376.923 shares of Prize Energy Corp. ("Prize") six percent convertible
preferred stock ("Prize Preferred") having a liquidation preference of $30.0
million. Prior to February 9, 2000, Prize was a closely held, non-public entity
and the fair value of the Prize Preferred was not readily determinable. On
February 9, 2000, Prize merged with Vista Energy Resources Inc. and the common
stock of the merged Prize entity began to publicly trade on the American Stock
Exchange. Additionally, on February 9, 2000, the Company's Prize Preferred was
exchanged for 3,984,197 shares of Prize Series A 6% Convertible Preferred Stock
("Prize Senior A Preferred"), which was subsequently increased to 4,018,161
shares as a result of associated in- kind dividends. On March 31, 2000, the
Company and Prize converted the Company's 4,018,161 shares of Prize Senior A
Preferred to 4,018,161 shares of Prize common stock ("Prize Common") and sold to
Prize 1,380,446 shares of the Prize Common for $18.6 million. Associated with
these transactions, the Company recognized an $8.3 million gain on the Prize
Common disposition that is included in the accompanying Statement of Operations
and Comprehensive Income (Loss) for the three months ended March 31, 2000. The
fair value of the Company's remaining investment in 2,637,715 shares of Prize
Common was $51.4 million as of March 31, 2000, representing a $31.7 million
unrealized gain on the Company's original investment in the underlying shares.
The Company has classified its investment in Prize Common as available for sale
securities and, accordingly, recognized a $31.7 million unrealized gain on the
securities in the stockholders' equity section of the accompanying Consolidated
Balance Sheet as of March 31, 2000, and in other comprehensive income in the
accompanying Consolidated Statement of Operations and Comprehensive Income
(Loss) for the three months ended March 31, 2000. These securities will continue
to be marked-to-market at the end of each reporting period. The related effects
on the Company's future comprehensive income (loss) could be significant.
Non-hedge commodity derivatives. During the first quarter of 1999, the
Company sold NYMEX crude oil call contracts for 8,000 barrels per day of oil, at
a weighted average strike price of $17.15 per barrel, for a nine month period
ending on December 31, 1999. Additionally, the Company sold calls that provide
the counter party an option to exercise call provisions on 10,000 barrels per
day of oil, at a strike price of $20.00 per barrel, for a twenty-one month
period that began on April 1, 1999 and ends on December 31, 2000, or to exercise
call provisions over that same time period on 100,000 MMBtu per day of natural
gas, at a weighted average price of $2.75 per MMBtu. These contracts do not
qualify for hedge accounting treatment. Other expenses in the accompanying
Consolidated Statement of Operations and Comprehensive Income (Loss) for the
three month periods ended March 31, 2000 and 1999, include noncash mark-
to-market increases to the liabilities recognized on these contracts of $14.1
11
<PAGE>
PIONEER NATURAL RESOURCES COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000
(Unaudited)
million and $2.6 million, respectively. The Company's non-hedge commodity
derivatives will continue to be marked-to-market until they mature. The related
effects on the Company's future results of operations could be significant.
The Company is a party to certain BTU swap agreements that do not qualify
as hedges. Other expenses in the accompanying Consolidated Statement of
Operations and Comprehensive Income (Loss) for the three months ended March 31,
2000 include a noncash mark-to-market decrease of $.7 million to the liabilities
recognized for the BTU swap agreements; during the three months ended March 31,
1999, the Company recorded a $2.0 million noncash mark-to- market increase to
other expenses and the BTU swap agreements liabilities. These contracts will
continue to be marked- to-market at the end of each reporting period during
their respective lives. The related effects on the Company's future results of
operations could be significant.
Foreign currency agreements. The Company has a series of forward foreign
exchange swap agreements to exchange Canadian dollars for United States dollars
at future dates for a fixed amount of the first currency. As these contracts do
not qualify as hedges, the Company recorded a $.1 million noncash mark-to-market
increase to the recognized liabilities associated with these agreements during
the three months ended March 31, 2000. During the three months ended March 31,
1999, the Company recorded a $2.6 million noncash market-to-market decrease to
the recognized liabilities associated with these agreements. These contracts
will continue to be marked-to-market until they mature at various dates during
the fourth quarter of 2000. The related effects on the Company's future results
of operations could be significant.
Trading securities. During the fourth quarter of 1998, the Company
received three million shares of common stock of a non-affiliated, publicly
traded entity in partial payment of option fees. During the three months ended
March 31, 1999, the market quoted value of the three million shares of common
stock declined by $4.9 million to $7.1 million. Accordingly, other expenses in
the accompanying Consolidated Statement of Operations and Comprehensive Income
(Loss) for the three months ended March 31, 1999 includes a $4.9 million
noncash, mark-to-market decrease to the carrying value of the investment. The
investment in the common stock of the non-affiliated entity was sold by the
Company for $.7 million during the three months ended June 30, 1999.
NOTE G. Reorganization
During 1998, the Company announced its intentions to reorganize its
operations to realize additional operational and administrative efficiencies.
During the three months ended March 31, 1999, the Company recorded severance,
relocation, lease termination and other costs of $5.5 million relating to the
reorganization. The $5.5 million of reorganization costs recognized during the
first quarter of 1999 primarily consisted of relocation costs that were related
to the Company's 1998 initiatives, but were not incurred until 1999.
NOTE H. Geographic Operating Segment Information
The Company has operations in only one industry segment, that being the
oil and gas exploration and production industry; however, the Company is
organizationally structured along geographic operating segments, or regions. The
Company has reportable operations in the United States, Argentina and Canada.
The following table provides the Company's interim geographic operating
segment data. Geographic operating segment income tax benefits (provisions) have
been determined based on statutory rates existing in the various tax
jurisdictions where the Company has oil and gas producing activities. The
"Headquarters and other" table column includes revenues and expenses that are
not routinely included in the earnings measures internally reported to
management on a geographic operating segment basis.
12
<PAGE>
PIONEER NATURAL RESOURCES COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000
(Unaudited)
<TABLE>
United Other Headquarters Consolidated
States Argentina Canada Foreign and other Total
-------- --------- -------- ------- ------------ ------------
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Three months ended March 31, 2000:
Oil and gas revenue............. $132,442 $ 31,118 $ 10,815 $ - $ - $ 174,375
Interest and other.............. - - - - 3,755 3,755
Gain (loss) on disposition of
assets....................... (10) - 6 - 8,376 8,372
------- ------- ------- ------ ------- --------
132,432 31,118 10,821 - 12,131 186,502
------- ------- ------- ------ ------- --------
Production costs................ 34,413 5,400 3,309 - - 43,122
Depletion, depreciation and
amortization................. 30,989 11,180 5,729 - 4,010 51,908
Exploration and abandonments.... 4,949 6,171 447 1,508 - 13,075
General and administrative...... - - - - 9,759 9,759
Interest........................ - - - - 39,755 39,755
Other .......................... - - - - 14,413 14,413
------- ------- ------- ------ ------- --------
70,351 22,751 9,485 1,508 67,937 172,032
------- ------- ------- ------ ------- --------
Income (loss) before income taxes 62,081 8,367 1,336 (1,508) (55,806) 14,470
Income tax benefit (provision).. (21,728) (2,928) (596) 528 25,024 300
------- ------- ------- ------ ------- --------
Net income (loss)............... $ 40,353 $ 5,439 $ 740 $ (980) $(30,782) $ 14,770
======= ======= ======= ====== ======= ========
Three months ended March 31, 1999:
Oil and gas revenue............. $117,473 $ 14,547 $ 15,131 $ - $ - $ 147,151
Interest and other.............. - - - - 45,973 45,973
Gain on disposition of assets... - - - - 67 67
------- ------- ------- ------ ------- --------
117,473 14,547 15,131 - 46,040 193,191
------- ------- ------- ------ ------- --------
Production costs................ 37,519 4,393 5,282 - - 47,194
Depletion, depreciation and
amortization................. 48,987 8,201 7,581 - 4,603 69,372
Exploration and abandonments.... 7,857 819 1,811 1,289 - 11,776
General and administrative...... - - - - 10,249 10,249
Reorganization.................. - - - - 5,529 5,529
Interest........................ - - - - 42,521 42,521
Other .......................... - - - - 8,651 8,651
------- ------- ------- ------ ------- --------
94,363 13,413 14,674 1,289 71,553 195,292
------- ------- ------- ------ ------- --------
Income (loss) before income taxes 23,110 1,134 457 (1,289) (25,513) (2,101)
Income tax benefit (provision).. (8,551) (397) (204) 451 8,301 (400)
------- ------- ------- ------ ------- --------
Net income (loss)............... $ 14,559 $ 737 $ 253 $ (838) $(17,212) $ (2,501)
======= ======= ======= ====== ======= ========
</TABLE>
NOTE I. Pioneer USA
Pioneer Natural Resources USA, Inc. ("Pioneer USA") is a wholly-owned
subsidiary of the Company that has fully and unconditionally guaranteed certain
debt securities of the Company. In accordance with practices accepted by the
SEC, the Company has prepared Consolidating Financial Statements in order to
quantify the assets of Pioneer USA as a subsidiary guarantor. The following
Consolidating Balance Sheets, Consolidating Statements of Operations and
Comprehensive Income (Loss) and Consolidating Statements of Cash Flows present
financial information for Pioneer Natural Resources Company as the Parent on a
stand-alone basis (carrying any investments in subsidiaries under the equity
method), financial information for Pioneer USA on a stand-alone basis (carrying
any investment in non-guarantor subsidiaries under the equity method), the
non-guarantor subsidiaries of the Company on a consolidated basis, the
consolidation and elimination entries necessary to arrive at the information for
the Company on a consolidated basis, and the financial information for the
Company on a consolidated basis. Pioneer USA is not restricted from making
distributions to the Company.
13
<PAGE>
PIONEER NATURAL RESOURCES COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000
(Unaudited)
CONSOLIDATING BALANCE SHEET
As of March 31, 2000
(in thousands)
(Unaudited)
ASSETS
<TABLE>
Non-
Pioneer Guarantor The
Parent USA Subsidiaries Eliminations Company
---------- ----------- ------------ ------------ ----------
<S> <C> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents............. $ 641 $ 17,354 $ 15,141 $ $ 33,136
Other current assets.................. 2,159,934 (1,372,385) (619,720) 167,829
--------- ---------- -------- ---------
Total current assets............. 2,160,575 (1,355,031) (604,579) 200,965
--------- ---------- -------- ---------
Property, plant and equipment, at cost:
Oil and gas properties, using the
successful efforts method of
accounting:
Proved properties.................. - 2,231,649 831,180 3,062,829
Unproved properties................ - 19,952 228,074 248,026
Accumulated depletion, depreciation
and amortization.................... - (643,507) (156,095) (799,602)
--------- ---------- -------- ---------
- 1,608,094 903,159 2,511,253
--------- ---------- -------- ---------
Deferred income taxes................... 83,400 - - 83,400
Other property and equipment, net....... - 25,787 14,846 40,633
Other assets, net....................... 12,581 78,312 42,747 133,640
Investment in subsidiaries.............. 194,316 114,831 - (309,147) -
--------- ---------- -------- ---------
$2,450,872 $ 471,993 $ 356,173 $2,969,891
========= ========== ======== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ - $ 505 $ - $ 505
Other current liabilities............ 27,349 130,969 39,053 197,371
--------- ---------- -------- ---------
Total current liabilities....... 27,349 131,474 39,053 197,876
--------- ---------- -------- ---------
Long-term debt, less current maturities 1,745,818 - - 1,745,818
Other noncurrent liabilities........... - 135,327 32,670 167,997
Deferred income taxes.................. - - 41,600 41,600
Stockholders' equity................... 677,705 205,192 242,850 (309,147) 816,600
Commitments and contingencies.......... ---------- ---------- -------- ---------
$2,450,872 $ 471,993 $ 356,173 $2,969,891
========= ========== ======== =========
</TABLE>
CONSOLIDATING BALANCE SHEET
As of December 31, 1999
(in thousands)
ASSETS
<TABLE>
Non-
Pioneer Guarantor The
Parent USA Subsidiaries Eliminations Company
---------- ----------- ------------ ------------ ----------
<S> <C> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents............ $ 5 $ 22,699 $ 12,084 $ $ 34,788
Other current assets................. 2,160,134 (1,455,442) (556,344) 148,348
--------- ---------- -------- ---------
Total current assets............ 2,160,139 (1,432,743) (544,260) 183,136
--------- ---------- -------- ---------
Property, plant and equipment, at cost:
Oil and gas properties, using the
successful efforts method of
accounting:
Proved properties................. - 2,200,173 797,162 2,997,335
Unproved properties............... - 24,267 233,316 257,583
Accumulated depletion, depreciation
and amortization................... - (614,402) (137,554) (751,956)
--------- ---------- -------- ---------
- 1,610,038 892,924 2,502,962
--------- ---------- -------- ---------
Deferred income taxes.................. 83,400 - - 83,400
Other property and equipment, net...... - 28,144 14,862 43,006
Other assets, net...................... 13,293 58,117 45,559 116,969
Investment in subsidiaries............. 190,293 161,061 - (351,354) -
--------- ---------- -------- ---------
$2,447,125 $ 424,617 $ 409,085 $2,929,473
========= ========== ======== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ - $ 828 $ - $ 828
Other current liabilities......... 36,115 120,857 39,013 195,985
--------- ---------- -------- ---------
Total current liabilities.... 36,115 121,685 39,013 196,813
--------- ---------- -------- ---------
Long-term debt, less current maturities 1,745,108 - - 1,745,108
Other noncurrent liabilities........ - 137,848 31,590 169,438
Deferred income taxes............... - - 43,500 43,500
Stockholders' equity................ 665,902 165,084 294,982 (351,354) 774,614
Commitments and contingencies....... ---------- ---------- --------- ---------
$ 2,447,125 $ 424,617 $ 409,085 $2,929,473
========== ========== ======== =========
</TABLE>
14
<PAGE>
PIONEER NATURAL RESOURCES COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000
(Unaudited)
CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Three Months Ended March 31, 2000
(in thousands)
(Unaudited)
<TABLE>
Non- Consolidated
Pioneer Guarantor Income The
Parent USA Subsidiaries Tax Benefit Eliminations Company
-------- -------- ------------ ------------ ------------ --------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Oil and gas..................... $ - $125,477 $ 48,898 $ - $ $174,375
Interest and other.............. 18 2,060 1,677 - 3,755
Gain on disposition of assets,
net........................... - 8,337 35 - 8,372
------- ------- -------- ------ -------
18 135,874 50,610 - 186,502
------- ------- -------- ------ -------
Costs and expenses:
Oil and gas production.......... - 33,745 9,377 - 43,122
Depletion, depreciation and
amortization.................. - 32,771 19,137 - 51,908
Exploration and abandonments.... - 5,664 7,411 - 13,075
General and administrative...... (196) 7,814 2,141 - 9,759
Interest........................ (11,621) 36,151 15,225 - 39,755
Equity income from subsidiaries. (2,927) (2,709) - - 5,636 -
Other........................... - 14,071 342 - 14,413
------- ------- -------- ------ -------
(14,744) 127,507 53,633 - 172,032
------- ------- -------- ------ -------
Income (loss) before income taxes 14,762 8,367 (3,023) - 14,470
Income tax benefit................. - - 292 8 300
------- ------- -------- ------ -------
Net income (loss).................. 14,762 8,367 (2,731) 8 14,770
Other comprehensive income (loss):
Unrealized gain on available
for sale securities........... - 31,742 - - 31,742
Translation adjustment.......... - - (462) - (462)
------- ------- -------- ------ -------
Comprehensive income (loss)........ $ 14,762 $ 40,109 $ (3,193) $ 8 $ 46,050
======= ======= ======== ====== =======
</TABLE>
CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
For the Three Months Ended March 31, 1999
(in thousands)
(Unaudited)
<TABLE>
Non- Consolidated
Pioneer Guarantor Income The
Parent USA Subsidiaries Tax Provision Eliminations Company
-------- -------- ------------ ------------- ------------ -------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Oil and gas..................... $ - $110,082 $ 37,069 $ - $ $147,151
Interest and other.............. 11 42,634 3,328 - 45,973
Gain on disposition of assets,
net........................... - 67 - - 67
------- ------- -------- ------ -------
11 152,783 40,397 - 193,191
------- ------- -------- ------ -------
Costs and expenses:
Oil and gas production.......... - 36,046 11,148 - 47,194
Depletion, depreciation and
amortization.................. - 48,099 21,273 - 69,372
Exploration and abandonments.... - 8,889 2,887 - 11,776
General and administrative...... 320 7,460 2,469 - 10,249
Reorganization.................. - 5,529 - - 5,529
Interest........................ (9,619) 39,338 12,802 - 42,521
Equity (income) loss from
subsidiaries.................. 11,255 (273) - - (10,982) -
Other........................... 544 9,959 (1,852) - 8,651
------- ------- -------- ------ -------
2,500 155,047 48,727 - 195,292
------- ------- -------- ------ -------
Loss before income taxes........... (2,489) (2,264) (8,330) (2,101)
Income tax (provision) benefit..... - (483) 95 (12) (400)
------- ------- -------- ------ -------
Net loss........................... (2,489) (2,747) (8,235) (12) (2,501)
Other comprehensive income:
Translation adjustment.......... - - 95 - 95
------- ------- -------- ------ -------
Comprehensive loss................. $ (2,489) $ (2,747) $ (8,140) $ (12) $ (2,406)
======= ======= ======== ====== =======
</TABLE>
15
<PAGE>
PIONEER NATURAL RESOURCES COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000
(Unaudited)
CONSOLIDATING STATEMENT OF CASH FLOWS
For the Three Months Ended March 31, 2000
(in thousands)
(Unaudited)
<TABLE>
Non-
Pioneer Guarantor The
Parent USA Subsidiaries Company
--------- -------- ------------ ---------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net cash provided by operating activities.... $ 5,316 $ 4,450 $ 37,435 $ 47,201
-------- ------- -------- --------
Cash flows from investing activities:
Proceeds from disposition of assets.......... - 18,885 662 19,547
Additions to oil and gas properties.......... - (22,925) (37,109) (60,034)
Other property (additions) dispositions, net. - (1,767) 2,320 553
-------- ------- -------- --------
Net cash used in investing activities..... - (5,807) (34,127) (39,934)
-------- ------- -------- --------
Cash flows from financing activities:
Borrowings under long-term debt.............. 30,839 - - 30,839
Principal payments on long-term debt......... (31,384) (323) - (31,707)
Payment of noncurrent liabilities............ - (3,665) (244) (3,909)
Exercise of long-term incentive plan
stock options............................. 48 - - 48
Purchase of treasury stock................... (4,112) - - (4,112)
Deferred loan fees/issuance costs............ (71) - - (71)
-------- ------- -------- --------
Net cash used in financing activities..... (4,680) (3,988) (244) (8,912)
-------- ------- -------- --------
Net increase (decrease) in cash and cash
equivalents................................. 636 (5,345) 3,064 (1,645)
Effect of exchange rate changes on
cash and cash equivalents................... - - (7) (7)
Cash and cash equivalents,
beginning of period......................... 5 22,699 12,084 34,788
-------- ------- -------- --------
Cash and cash equivalents, end
of period................................... $ 641 $ 17,354 $ 15,141 $ 33,136
======== ======= ======== ========
</TABLE>
CONSOLIDATING STATEMENT OF CASH FLOWS
For the Three Months Ended March 31, 1999
(in thousands)
(Unaudited)
<TABLE>
Non-
Pioneer Guarantor The
Parent USA Subsidiaries Company
--------- -------- ------------ ---------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net cash provided by (used
in) operating activities.................. $(299,916) $ 26,977 $ 281,230 $ 8,291
-------- ------- -------- --------
Cash flows from investing activities:
Proceeds from disposition of assets.......... - 3,286 1,864 5,150
Additions to oil and gas properties.......... - (24,798) (22,375) (47,173)
Other property (additions) dispositions, net. - (1,890) 1,991 101
-------- ------- -------- --------
Net cash used in
investing activities.................... - (23,402) (18,520) (41,922)
-------- ------- -------- --------
Cash flows from financing activities:
Borrowings under long-term debt.............. 306,925 - 292 307,217
Principal payments on long-term debt......... (3,226) (290) (276,225) (279,741)
Payment of noncurrent liabilities............ - (10,847) (2,080) (12,927)
Deferred loan fees/issuance costs............ (6,891) - - (6,891)
-------- ------- -------- --------
Net cash provided by
(used in) financing
activities.............................. 296,808 (11,137) (278,013) 7,658
-------- ------- -------- --------
Net decrease in cash and cash
equivalents................................. (3,108) (7,562) (15,303) (25,973)
Effect of exchange rate changes on
cash and cash equivalents................... - - 315 315
Cash and cash equivalents,
beginning of period......................... 3,161 37,932 18,128 59,221
-------- ------- -------- --------
Cash and cash equivalents, end
of period................................... $ 53 $ 30,370 $ 3,140 $ 33,563
======== ======= ======== ========
</TABLE>
16
<PAGE>
PIONEER NATURAL RESOURCES COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000
(Unaudited)
NOTE J. Subsequent Events
Senior notes. During April 2000, the Company issued $425 million of
9-5/8% Senior Notes Due April 1, 2010 (the "9-5/8% Senior Notes"). The 9-5/8%
Senior Notes were issued at a discount of .353 percent and resulted in net
proceeds to the Company, after underwriting discounts, commissions and costs of
issuance, of approximately $413.5 million. The proceeds were used to reduce
outstanding borrowings under the Company's existing revolving credit facility.
The 9-5/8% Senior Notes are unsecured senior obligations of the Company, bear
interest that is due semi- annually on April 1 and October 1, and impose certain
restrictive covenants on the Company, including restrictions on the incurrence
of additional indebtedness and restricted payments. The principal and interest
payments on the 9-5/8% Senior Notes are unconditionally guaranteed by Pioneer
USA.
Asset sale. During April 2000, the Company sold an office building in
Midland, Texas that served as its headquarters prior to the Company's relocation
to Irving, Texas during 1998. The Company sold the building for gross proceeds
of $4.5 million and will recognize a loss on the sale of the office building of
approximately $5.3 million during the second quarter of 2000.
17
<PAGE>
PIONEER NATURAL RESOURCES COMPANY
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations(1)
Financial Performance
The Company reported net income of $14.8 million ($.15 per share) for the
three months ended March 31, 2000, as compared to a net loss of $2.5 million
($.02 per share) for the same period in 1999. The Company's results for the
three months ended March 31, 2000 were significantly impacted by increases in
commodity prices (see "Trends and Uncertainties" and "Results of Operations",
below), an $8.3 million gain on the sale of a portion of the Company's
investment in the common stock of a non-affiliated entity (see Note F. of Notes
to Consolidated Financial Statements included in "Item 1. Financial Statements")
and $14.4 million of derivative mark-to-market charges to other costs and
expenses (see "Results of Operations - Other Costs and Expenses", below). The
net income for the three months ended March 31, 1999 includes $41.3 million of
other income related to option fees received for a terminated property sales
agreement. See Note E of Notes to Consolidated Financial Statements included in
"Item 1. Financial Statements".
Net cash provided by operating activities was $47.2 million during the
three ended March 31, 2000, as compared to net cash provided by operating
activities of $8.3 million for the same period in 1999. The increase in net cash
provided by operating activities during the three months ended March 31, 2000,
as compared to the first quarter of 1999, is primarily attributable to increases
in commodity prices and declines in cash expenses, partially offset by
production declines due primarily to 1999 property dispositions (see "Results of
Operations", below).
The Company strives to maintain its outstanding indebtedness at a
moderate level in order to provide sufficient financial flexibility to fund
future opportunities. The Company's total book capitalization at March 31, 2000
was $2.5 billion, consisting of total debt of $1.7 billion and stockholders'
equity of $.8 billion. Debt as a percentage of total book capitalization was 68
percent at March 31, 2000 as compared to 69 percent at December 31, 1999. The
Company intends to continue reducing its outstanding indebtedness during 2000
and 2001 through the use of funds generated by the individual or combined
sources of operating activities and asset dispositions.
Drilling Highlights
During the first quarter of 2000, the Company spent $60.0 million on
capital projects including $44.6 million for development activities, $10.8
million for exploration activities and $4.6 million on acquisitions. The Company
completed 92 development wells and 10 exploratory wells, plugged and abandoned
six development wells and two exploratory wells and temporarily abandoned six
development wells. As of March 31, 2000, the Company had 27 development wells
and two exploratory wells in progress.
Domestic. The Company expended $23.2 million during the first quarter of
2000 on drilling activities in the Gulf Coast, Permian Basin and Mid Continent
areas of the United States.
Gulf Coast area. In the Gulf Coast area, the Company expended $12.9
million of drilling capital during the first quarter of 2000, successfully
completed two exploratory wells and plugged and abandoned one development well.
The Company's successful completions were the Devil's Tower prospect on
Mississippi Canyon 773 and the Aconcagua appraisal well on Mississippi Canyon
305. The Mississippi Canyon 773 well was drilled to a total depth of 15,625 feet
and encountered a significant number of hydrocarbon-bearing sands. The Company
has a 15.8 percent working interest in the discovery. The first appraisal well
on the Devil's Tower prospect is scheduled to spud during May 2000. The
Aconcagua appraisal well was drilled to a total depth of 14,113 feet and
encountered over 250 net feet of gas pay. The Company has a 25 percent working
interest in the discovery. In the East Texas Bossier field, the Company
currently has two drilling rigs contracted and operating and plans to add two
additional rigs during the second quarter of 2000. As of March 31, 2000, the
Company has four Gulf Coast area wells in progress.
Permian Basin area. In the Permian Basin area, the Company expended $8.9
million of drilling capital during the first quarter of 2000 and successfully
completed 34 development wells, of which 21 were in progress at December 31,
1999. During the first quarter of 2000, the wells drilled in the Permian Basin
18
<PAGE>
area were primarily located in the Company's core Spraberry field, where the
Company currently has three drilling rigs contracted and operating. As of March
31, 2000, the Company has 15 development wells in progress in the Spraberry
field.
Mid Continent area. In the Mid Continent area, the Company expended $1.4
million of drilling capital during the first quarter of 2000, successfully
completed 20 development wells, 12 of which were in progress at December 31,
1999, and temporarily abandoned six development wells. The Company's development
drilling in the Mid Continent area is focused on West Panhandle gas prospects,
where the Company currently has three drilling rigs contracted and operating. As
of March 31, 2000, the Company has six development wells in progress in the Mid
Continent area.
Argentina. In Argentina, the Company expended $11.3 million of drilling
capital during the first quarter of 2000, successfully completed 17 wells, eight
of which were exploratory wells and nine of which were development wells, and
plugged and abandoned two exploratory wells and one development well. Included
in the first quarter well completions were four exploratory wells and one
development well that were in progress at December 31, 1999. During February
2000, the Company announced its first discovery on new Neuquen Basin acreage
acquired during 1999. The Borde Colorado 1006 well was drilled in the Al Sur de
la Dorsal block, where the Company has a 100 percent working interest, on a
structure defined by 3-D seismic. The well was drilled to a depth of
approximately 1,500 meters and initially flowed at a rate of 450 barrels of oil
per day. The Company currently has four drilling rigs contracted and operating
in Argentina. As of March 31, 2000, the Company has one exploratory well and
three development wells in progress in Argentina.
Canada. In Canada, the Company expended $19.8 million of drilling capital
during the first quarter of 2000, successfully completed 29 development wells,
of which three were in progress at December 31, 1999, and plugged and abandoned
four development wells. During the first quarter of 2000, the Company completed
its annual winter drilling program in the Chinchaga, North Chinchaga and Martin
Creek areas that are only accessible to drilling operations during the winter.
Additionally, the Company installed new pipeline infrastructure in field
extension areas that have follow-up drilling scheduled for next winter and
increased compressor capacity to accommodate production from new wells.
Africa. In South Africa, the Company expended $1.0 million during the
first quarter of 2000 to participate in the third appraisal well on the Sable
oil field project. The appraisal well encountered a thin oil column in an
accumulation separate from the main Sable field formation. A 3-D seismic survey
is planned to further establish the areal extent of the Western extension of
this reservoir.
Events, Trends and Uncertainties
Second quarter 2000 financing activities. During April 2000, the Company
executed plans to increase its liquidity, extend its debt maturities and improve
the terms of its debt obligations. The Company issued $425 million of 9-5/8%
Senior Notes Due April 1, 2010 (the "9-5/8% Senior Notes"). The 9-5/8% Senior
Notes were issued at a discount of .353 percent and resulted in net proceeds to
the Company, after underwriting discounts, commissions and costs of issuance, of
approximately $413.5 million. The net proceeds from the issuance of the 9-5/8%
Senior Notes were used to reduce outstanding borrowings under the Company's
existing revolving credit facility.
The Company also obtained commitments for a new five-year $600 million
senior credit facility to replace its existing revolving credit facility. If
consummated, the proposed credit facility would extend the maturity of the
Company's debt, enhance liquidity and provide flexibility in support of the
Company's business strategies. The Company intends to finalize the proposed
senior credit facility during the second quarter of 2000; however, no assurances
can be given that the proposed senior credit facility will be consummated as
planned. If the Company replaces its existing credit facility, approximately $12
million of associated unamortized debt costs would be charged to earnings as an
extraordinary loss from early extinguishment of debt during the second quarter.
During April 2000, the Company entered into certain interest rate swap
agreements to hedge the fair value of a portion of its fixed rate debt. The
interest rate swap agreements are for an aggregate notional amount of $150
million of debt; commenced on April 19, 2000 and mature on April 15, 2005;
require the counterparties to pay the Company a fixed annual rate of 8.875
percent on the notional amount; and require the Company to pay the
counterparties a variable annual rate on the notional amount equal to the
periodic three-month London Interbank Offered Rate plus a weighted average
margin rate of 178.2 basis points.
19
<PAGE>
Second quarter asset disposition. During April 2000, the Company sold an
office building in Midland, Texas that served as its headquarters prior to the
Company's relocation to Irving, Texas during 1998. The Company sold the building
for gross proceeds of $4.5 million. The Company will continue to maintain
certain administrative and operating functions in the office building under an
operating lease negotiated with the purchasers. A loss on the sale of the office
building of approximately $5.3 million will be recognized during the second
quarter of 2000.
Commodity prices. The oil and gas prices that the Company reports are
based on the market prices received for the commodities adjusted by the results
of the Company's hedging activities. Historically, worldwide oil and gas prices
have been extremely volatile and subject to significant changes in response to
real and perceived conditions in world politics, weather patterns and other
fundamental supply and demand variables.
During the first quarter of 1999, the Organization of Petroleum Exporting
Countries ("OPEC") and certain other crude oil exporting nations reduced their
oil export volumes. The export volume reductions initiated by OPEC and other
crude oil exporting nations, and strong North American natural gas market
fundamentals have sustained a favorable oil and gas commodity price environment
through 1999 and into the second quarter of 2000. No assurances can be given as
to the duration of the current commodity price environment.
The benchmark daily average NYMEX West Texas Intermediate closing price
increased 120 percent during the three months ended March 31, 2000, in
comparison with the three months ended March 31, 1999. The benchmark daily
average NYMEX Henry Hub closing price increased 42 percent during the three
months ended March 31, 2000, as compared to the three months ended March 31,
1999.
To mitigate the impact of changing prices on the Company's results of
operations, cash flows and financial condition, the Company from time to time
enters into commodity derivative contracts as hedges against oil and gas price
risk (see Note D of Notes to Consolidated Financial Statements included in "Item
1. Financial Statements").
Market sensitive financial instruments. The Company is a party to various
financial instruments that, by their terms, cause the Company to be at risk from
future changes in commodity prices, interest and foreign exchange rates, and
other market sensitivities. See "Item 3. Quantitative and Qualitative
Disclosures About Market Risk" for specific information concerning market risk
associated with financial instruments that the Company is a party to.
20
<PAGE>
Results of Operations
Oil and gas revenues. Revenues from oil and gas operations totaled $174.4
million for the three months ended March 31, 2000 compared to $147.2 million for
the same period in 1999. The increase in revenues is reflective of commodity
price increases which more than offset decreased production volumes due to 1999
asset dispositions.
Three Months Ended March 31,
-----------------------------
2000 1999
--------- --------
Production:
Oil (MBbls).................... 3,163 4,537
NGLs (MBbls)................... 2,063 2,478
Gas (MMcf)..................... 32,688 43,714
Total (MBOE)................... 10,674 14,301
Average daily production:
Oil (Bbls)..................... 34,759 50,407
NGLs (Bbls).................... 22,667 27,539
Gas (Mcf)...................... 359,208 485,707
Total (BOE).................... 117,294 158,897
Average prices:
Oil (per Bbl) (1).............. $ 22.44 $ 11.80
NGL (per Bbl) (2).............. $ 19.00 $ 7.63
Gas (per Mcf) (3).............. $ 1.97 $ 1.71
- ----------
(1) The Company's average per Bbl reported oil prices by geographic area
were $20.02, $29.44 and $29.12 for the United States, Argentina and
Canada, respectively, during the three months ended March 31, 2000; and
$12.19, $11.08 and $10.46 for the United States, Argentina and Canada,
respectively, during the three months ended March 31, 1999.
(2) The Company's average per Bbl reported NGL prices by geographic area
were $18.86, $19.41 and $22.52 for the United States, Argentina and
Canada, respectively, during the three months ended March 31, 2000; and
$7.68, $6.58 and $6.78 for the United States, Argentina and Canada,
respectively, during the three months ended March 31, 1999.
(3) The Company's average per Mcf reported gas prices by geographic area
were $2.29, $1.11 and $1.92 for the United States, Argentina and
Canada, respectively, during the three months ended March 31, 2000; and
$1.88, $1.09 and $1.62 for the United States, Argentina and Canada,
respectively, during the three months ended March 31, 1999.
As is discussed above, oil and gas revenues for the quarter ended March
31, 2000 were significantly impacted by commodity price increases. As compared
to the first quarter of 1999, the average oil price for the three months ended
March 31, 2000 increased 90 percent; the average NGL price increased 149
percent; and the average gas price increased 15 percent.
On a BOE basis, production decreased by 25 percent for the three months
ended March 31, 2000, as compared to the same period in 1999. Production, on a
BOE basis, declined 28 percent in the United States and 50 percent in Canada,
where the Company completed asset dispositions during 1999, while production in
Argentina increased by 12 percent.
Hedging activities
The oil and gas prices that the Company reports are based on the market
price received for the commodities adjusted by the results of the Company's
hedging activities. The Company utilizes commodity derivative contracts (swaps,
futures and options) in order to (i) reduce the effect of the volatility of
price changes on the commodities the Company produces and sells, (ii) support
the Company's annual capital budgeting and expenditure plans and (iii) lock in
prices to protect the economics related to certain capital projects. During the
three months ended March 31, 2000, the Company's hedging activities decreased
the average price received for oil and gas sales 19 percent and one percent,
respectively. During the three months ended March 31, 1999, the Company's
hedging activities increased the average prices received for oil and gas sales
by seven percent and 14 percent, respectively.
21
<PAGE>
Crude oil. All material sales contracts governing the Company's oil
production are tied directly or indirectly to NYMEX prices. The average oil
price per Bbl that the Company reports includes the effects of oil quality,
gathering and transportation costs and the net effect of the oil hedges. The
Company's average realized price for physical oil sales (excluding hedge
results) for the three months ended March 31, 2000 was $27.74 per Bbl, while, as
a point of reference, the comparable daily average NYMEX closing per Bbl was
$28.73 per Bbl. The Company recorded a net decrease to oil revenues of $16.8
million during the three months ended March 31, 2000, as a result of its
commodity hedges.
During the three months ended March 31, 1999, the Company realized an
average price for physical oil sales (excluding hedge results) of $11.02 per
Bbl, while, as a point of reference, the comparable daily average NYMEX closing
per Bbl for the same periods was $13.05 per Bbl. The Company recorded a net
increase to oil revenues of $3.5 million for the three months ended March 31,
1999, as a result of its commodity hedges.
Natural gas. The Company hedges gas production based on the index price
upon which the gas is actually sold in order to mitigate the basis risk between
NYMEX prices and actual index prices. The average gas price per Mcf that the
Company reports includes the effects of Btu content, gathering and
transportation costs, gas processing and shrinkage and the net effect of the gas
hedges. The Company's average realized price for physical gas sales (excluding
hedge results) for the three months ended March 31, 2000, was $1.99 per Mcf,
while, as a point of reference, the comparable daily average NYMEX closing for
the same period was $2.49 per Mcf. The Company recorded a net decrease to gas
revenues of $.9 million for the three months ended March 31, 2000, as a result
of its commodity hedges.
During the three months ended March 31, 1999, the Company realized an
average price for physical gas sales (excluding hedge results) of $1.50 per Mcf,
while, as a point of reference, the comparable daily average NYMEX closing was
$1.75 per Mcf. The Company recorded a net increase to gas revenues of $9.3
million for the three months ended March 31, 1999, as a result of its commodity
hedges.
See Note D of Notes to Consolidated Financial Statements included in
"Item 1. Financial Statements" for information concerning the Company's deferred
hedge losses and open hedge positions and related contract prices as of March
31, 2000.
Interest and other revenue. During the three months ended March 31, 2000
and 1999, the Company's interest and other revenue totaled $3.8 million and
$46.0 million, respectively. Other revenue during the first quarter of 1999
includes $41.3 million of option fees received by the Company from a third
party. See Note E of Notes to Consolidated Financial Statements included in
"Item 1. Financial Statements" for a discussion of transactions that gave rise
to the 1999 option fee revenue.
Gain on disposition of assets. During the three months ended March 31,
2000 and 1999, the Company recorded gains on the disposition of assets of $8.4
million and $.1 million, respectively. The gain recognized during the first
quarter of 2000 is primarily comprised of an $8.3 million gain from the sale of
1,380,446 shares of Prize Energy Corp. common stock (see Note F of Notes to
Consolidated Financial Statements included in "Item 1. Financial Statements").
The fair value of the Company's remaining investment in 2,637,715 shares of
Prize Energy Corp. common stock was $51.4 million as of March 31, 2000.
Production costs. During the three month period ended March 31, 2000,
total production costs per BOE averaged $4.03, representing an increase of $.72
per BOE, as compared to production costs per BOE of $3.31 during the same period
in 1999. The increase in production costs per BOE is comprised of a $.40 per BOE
increase in production taxes, a $.23 per BOE increase in workover costs and a
$.09 per BOE increase in lease operating expenses. The increase in production
taxes was caused by the quarter-to-quarter increase in oil and gas commodity
prices.
Three Months Ended March 31,
---------------------------
2000 1999
-------- --------
(per BOE)
Lease operating expense............... $ 3.08 $ 2.99
Production taxes...................... .67 .27
Workover costs........................ .28 .05
------- -------
Total production costs............. $ 4.03 $ 3.31
======= =======
22
<PAGE>
Depletion expense. Depletion expense per BOE was $4.49 per BOE during the
three months ended March 31, 2000, as compared to $4.53 per BOE during the same
period in 1999. The decline in depletion expense per BOE during 2000 is
primarily associated with the disposition in 1999 of higher cost basis, non-core
properties and upward reserve revisions as of December 31, 1999, on retained
properties.
Exploration and abandonments/geological and geophysical costs.
Exploration and abandonments/geological and geophysical costs increased to $13.1
million during the three months ended March 31, 2000, from $11.8 million during
the same period in 1999. The increase is largely the result of $3.8 million of
unproved leasehold abandonments in the Rio Grande Sur area of Argentina, where
the Company completed an unsuccessful exploratory well during the first quarter
of 2000.
<TABLE>
United Other
States Argentina Canada Foreign Total
------- --------- ------- ------- --------
(in thousands)
<S> <C> <C> <C> <C> <C>
Three months ended March 31, 2000:
Geological and geophysical costs..... $ 3,659 $ 784 $ 265 $ 1,501 $ 6,209
Exploratory dry holes................ 291 1,510 (13) - 1,788
Leasehold abandonments and other..... 999 3,877 195 7 5,078
------ ------ ------ ------ -------
$ 4,949 $ 6,171 $ 447 $ 1,508 $ 13,075
====== ====== ====== ====== =======
Three months ended March 31, 1999:
Geological and geophysical costs..... $ 4,176 $ 752 $ 165 $ 966 $ 6,059
Exploratory dry holes................ 2,747 67 734 269 3,817
Leasehold abandonments and other..... 934 - 912 54 1,900
------ ------ ------ ------ -------
$ 7,857 $ 819 $ 1,811 $ 1,289 $ 11,776
====== ====== ====== ====== =======
</TABLE>
General and administrative expense. General and administrative expense
was $9.8 million for the three months ended March 31, 2000, as compared to $10.2
million for the same period ended March 31, 1999, representing a decrease of
five percent. On a per BOE basis, general and administrative expense increased
from $.72 per BOE during the first quarter of 1999 to $.91 per BOE during the
first quarter of 2000, primarily due to a $2.1 million increase in employee
bonuses.
Reorganization costs for the three months ended March 31, 1999, totaled
$5.5 million. During 1998 and 1999, the Company consolidated its six domestic
operating divisions; relocated most of its administrative services to Dallas,
Texas; closed its regional offices in Corpus Christi, Texas; Houston, Texas and
Oklahoma City, Oklahoma; and, eliminated approximately 350 employee positions.
The Company does not expect to recognize any additional reorganization charges
during 2000.
Interest expense. Interest expense for the quarter ended March 31, 2000
was $39.8 million as compared to $42.5 million for the same period in 1999. The
$2.7 million decrease in interest expense during the first quarter of 2000, as
compared to the first quarter of 1999, is reflective of a $426.1 million
decrease in the Company's average debt outstanding due to the 1999 asset
dispositions, partially offset by a 96 basis point increase in the Company's
weighted average interest rate on debt.
During the three months ended March 31, 1999, the Company was a party to
interest rate swap agreements that resulted in a decrease in interest expense of
$543 thousand. The interest rate swap agreements matured during the second
quarter of 1999.
Other costs and expenses. Other costs and expenses for the three months
ended March 31, 2000 and 1999 were $14.4 million and $8.7 million, respectively.
The increase in other costs and expenses is primarily attributable to
fluctuations in mark-to-market provisions on financial instruments.
Mark-to-market provisions during the first quarter of 2000 included a $14.1
million increase in the liabilities associated with non-hedge commodity call
contracts and a $.1 million increase in the liabilities associated with forward
foreign currency swap agreements, partially offset by a $.7 million decrease in
23
<PAGE>
the liabilities associated with the Company's BTU swap agreements. During the
quarter ended March 31, 1999, mark-to-market provisions included a $4.9 million
decrease in the fair value of the Company's investment in three million shares
of a non-affiliated entity, a $2.6 million increase in the liabilities
associated with non- hedge commodity call contracts and a $2.0 million increase
in the liabilities associated with the Company's BTU swap agreements, partially
offset by a $2. 6 million decrease in the liabilities associated with forward
foreign currency swap agreements. See Note H of Notes to Consolidated Financial
Statements included in "Item 1. Financial Statements" for additional information
pertaining to the Company's investment and liabilities that are recorded at fair
value. Investments and non-hedge derivative contracts that are recorded at fair
value are marked-to-market at the end of each reporting period in which the
Company maintains ownership of the investment or the non-hedge derivative
contract has not been liquidated or matured. The related effects on the
Company's future results of operations and comprehensive income (loss) could be
significant.
Income tax provisions (benefits). During the three month periods ended
March 31, 2000 and 1999, the Company recognized an income tax benefit of $.3
million and an income tax provision of $.4 million, respectively. The Company's
first quarter 2000 income tax benefit is associated with the tax attributes of
the Company's operations in Argentina. Due to continuing uncertainties regarding
the likelihood that certain of the Company's net operating loss carryforwards
and other credit carryforwards may expire unused, the Company has established
valuation reserves to reduce the carrying value of its deferred tax assets. The
Company's deferred tax valuation reserves are reduced when the Company's
financial results establish that deferred tax assets previously reserved will be
used prior to their expiration. During the three months ended March 31, 2000,
the Company reduced its deferred tax asset valuation reserves by $2.5 million.
The income tax provision recognized during the first quarter 1999 was primarily
due to state taxes associated with a 1998 property divestiture.
Capital Commitments, Capital Resources and Liquidity
Capital commitments. The Company's primary needs for cash are for
exploration, development and acquisitions of oil and gas properties, repayment
of principal and interest on outstanding indebtedness and working capital
obligations.
The Company's cash expenditures for additions to oil and gas properties
totaled $60.0 million during the first quarter of 2000. This amount includes
$4.6 million for the acquisition of prospects and properties and $55.4 million
for development and exploratory drilling. Drilling expenditures during the first
quarter of 2000 included $23.2 million in the United States, $19.8 million in
Canada, $11.4 in Argentina and $1.0 million in other international areas. See
"Drilling Highlights", above, for a specific discussion of capital investments
made during the first quarter of 2000.
Funding for the Company's working capital obligations is provided by
internally-generated cash flow. Funding for the repayment of principal and
interest on outstanding debt may be provided by any combination of internally-
generated cash flows, proceeds from the disposition of non-core assets or
alternative financing sources as discussed in "Capital Resources" below.
Capital resources. The Company's primary capital resources are net cash
provided by operating activities, proceeds from financing activities and
proceeds from asset dispositions. The Company expects that its capital resources
will be sufficient to fund its remaining capital commitments in 2000 and allow
for reductions in debt during 2000.
Operating activities. Net cash provided by operating activities was $47.2
million during the three months ended March 31, 2000, as compared to net cash
provided by operating activities of $8.3 million for the same period in 1999.
The increase in net cash provided by operating activities was primarily
attributable to increases in commodity prices and cost reductions, partially
offset by declines in production volumes (see "Oil and gas revenues," above).
Financing activities. The Company had an outstanding balance under its
credit facility agreements at March 31, 2000 of $850.5 million (including
outstanding, undrawn letters of credit of $26.1 million), leaving approximately
$89.1 million of unused borrowing capacity immediately available.
During the second quarter of 2000, the Company issued $425 million of
9-5/8% Senior Notes and obtained commitments for a proposed $600 million senior
credit facility to replace its existing revolving credit facility. The net
24
<PAGE>
proceeds from the issuance of the 9-5/8% Senior Notes were used to repay
outstanding borrowings under the Company's existing revolving credit facility.
See "Events, Trends and Uncertainties", above, for information regarding these
financing activities.
As the Company pursues its strategy, it may utilize various financing
sources, including fixed and floating rate debt, convertible securities,
preferred stock or common stock. The Company may also issue securities in
exchange for oil and gas properties, stock or other interests in other oil and
gas companies or related assets. Additional securities may be of a class
preferred to common stock with respect to such matters as dividends and
liquidation rights and may also have other rights and preferences as determined
by the Company's Board of Directors.
Asset dispositions. During the three months ended March 31, 2000 and
1999, proceeds from asset dispositions totaled $19.5 million and $5.2 million,
respectively. During the three months ended March 31, 2000, the sale of
1,380,446 shares of Prize Common for $18.6 million was the primary source of the
Company's proceeds from asset dispositions. The proceeds from these dispositions
were used to reduce the Company's outstanding bank indebtedness and for general
working capital purposes.
Liquidity. At March 31, 2000, the Company had $33.1 million of cash and
cash equivalents on hand, compared to $34.8 million at December 31, 1999. The
Company's ratio of current assets to current liabilities was 1.02 to 1 at March
31, 2000 and .93 to 1 at December 31, 1999.
Other Items
Year 2000 project. During 1998, the Company established a "Year 2000"
project that assessed the Company's internal Year 2000 problem; took remedial
actions necessary to minimize the Year 2000 risk exposure to the Company and
third parties; and, tested the Company's systems and processes once remedial
actions were taken.
The Company has closely monitored its information and non-information
technology systems since the beginning of 2000 and has identified no significant
Year 2000 failures or problems.
Accounting for derivatives. In June 1998, the Financial Accounting
Standards Board ("FASB") issued Statement of Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133").
SFAS 133 establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, (collectively referred to as derivatives) and for hedging activities.
It requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. If certain conditions are met, a derivative may be specifically
designated as (a) a hedge of the exposure to changes in the fair value of a
recognized asset or liability or an unrecognized firm commitment, (b) a hedge of
the exposure to variable cash flows of a forecasted transaction, or (c) a hedge
of the foreign currency exposure of a net investment in a foreign operation, an
unrecognized firm commitment, an available-for-sale security, or a
foreign-currency-denominated forecasted transaction.
In June 1999, the FASB issued Statement of Accounting Standards No. 137,
"Accounting for Derivative Instruments and Hedging Activities - Deferral of the
Effective Date of FASB Statement No. 133 - and amendment of FASB Statement 133"
("SFAS 137"). SFAS 137 defers the effective date for SFAS 133 to fiscal years
beginning after June 15, 2000. The Company has not determined what effect, if
any, SFAS 133 will have on its consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk (1)
The following quantitative and qualitative disclosures about market risk
are supplementary to the quantitative and qualitative disclosures provided in
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1999. As such, the information contained herein should be read in conjunction
with the related disclosures in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999.
The following disclosures provide specific information about material
changes that have occurred since December 31, 1999 in the Company's portfolio of
financial instruments. The Company may recognize future earnings gains or losses
25
<PAGE>
on these instruments from changes in market interest rates, foreign exchange
rates, commodity prices or common stock prices.
Interest rate sensitivity. On April 7, 2000, the Company announced the
sale of $425 million of 9-5/8% Senior Notes Due April 1, 2010 ("9-5/8% Senior
Notes"). Net proceeds of approximately $413.5 million from the sale of the
9-5/8% Senior Notes were used by the Company to reduce borrowings under its
variable interest rate revolving credit facility that matures in 2002 (see Note
J. of Notes to Consolidated Financial Statements included in "Item 1. Financial
Statements"). Also in April 2000, the Company entered into certain interest rate
swap agreements to hedge the fair value of a portion of its fixed rate debt. The
interest rate swap agreements are for an aggregate notional amount of $150
million of debt; commence on April 19, 2000 and mature on April 15, 2005;
require the counterparties to pay the Company a fixed annual rate of 8.875
percent on the notional amount; and, require the Company to pay the
counterparties a variable annual rate on the notional amount equal to the
periodic three-month London Interbank Offered Rate plus a weighted average
margin rate of 178.2 basis points.
Foreign exchange rate sensitivity. During the three months ended March
31, 2000, there were no material changes to the Company's foreign exchange
exposures.
Commodity price sensitivity. During the first quarter of 2000, the
Company terminated certain crude oil and natural gas hedge derivatives. The
following tables provide information about the Company's crude oil and natural
gas derivative financial instruments that the Company was a party to as of March
31, 2000. The tables segregate hedge derivative contracts from those that do not
qualify as hedges.
See Notes D and F of Notes to Consolidated Financial Statements included
in"Item 1. Financial Statements" for information regarding the terms of the
Company's derivative financial instruments that are sensitive to changes in
natural gas and crude oil commodity prices.
26
<PAGE>
Pioneer Natural Resources Company
Crude Oil Price Sensitivity
Derivative Financial Instruments as of March 31, 2000
<TABLE>
2000 2001 2002 2003 2004 Fair Value
-------- -------- -------- -------- -------- -----------
(in thousands, except volumes and prices)
<S> <C> <C> <C> <C> <C> <C>
Crude Oil Hedge Derivatives:
Average daily notional Bbl volumes (1):
Swap contracts........................... 2,480 $ (18,952)
Weighted average per Bbl fixed
price................................. $ 16.00
Collar contracts........................... 864 $ (686)
Weighted average short call per Bbl
ceiling price......................... $ 23.00
Weighted average long put per Bbl
floor price........................... $ 19.00
Collar contracts with short put (2)........ 7,000 $ (15,420)
Weighted average short call per Bbl
ceiling price......................... $ 20.42
Weighted average long put per Bbl
floor price........................... $ 17.29
Weighted average short put per Bbl
price below which floor becomes
variable.............................. $ 14.29
Crude Oil Non-Hedge Derivatives (3):
Daily notional crude oil Bbl volumes
under optional calls sold (4)............ 10,000 $ (19,386)
Weighted average short call per Bbl
ceiling price......................... $ 20.00
Average forward NYMEX crude
oil price per Bbl (5)................. $ 24.51
Daily notional MMBtu volumes under
swap of NYMEX gas price for 10
percent of NYMEX WTI price............... 13,036 13,036 13,036 13,036 13,036 $ (11,936)
Average forward NYMEX gas
prices (5)............................ $ 3.12 $ 2.92 $ 2.77 $ 2.77 $ 2.79
Average forward NYMEX oil
prices (5)............................ $ 24.51 $ 22.29 $ 20.44 $ 19.60 $ 19.28
- ---------------
</TABLE>
(1) See Note D of Notes to Consolidated Financial Statements included in "Item
1. Financial Statements" for hedge volumes and weighted average prices by
calendar quarter.
(2) Certain counterparties to the 2000 collar contracts with short put have
the contractual right to extend 5,000 Bbls per day through year 2001 at
strike prices of $20.09 per Bbl for the short call ceiling price, $17.00
per Bbl for the long put floor price and $14.00 per Bbl for the short put
price below which the floor becomes variable.
(3) Since the crude oil non-hedge derivatives are sensitive to changes in both
crude oil and natural gas market prices, they are presented in both the
Crude Oil Price Sensitivity table and the accompanying Natural Gas Price
Sensitivity table.
(4) The counterparties to the 2000 and 2001 optional call contracts have the
contractual right to elect to call either crude volumes or gas volumes at
the indicated prices. See the "Natural Gas Price Sensitivity" table for
the optional natural gas volumes and call prices available to the
counterparties.
(5) Average forward NYMEX oil and gas prices are as of April 28, 2000.
27
<PAGE>
Pioneer Natural Resources Company
Natural Gas Price Sensitivity
Derivative Financial Instruments as of March 31, 2000
<TABLE>
2000 2001 2002 2003 2004 Fair Value
-------- -------- -------- -------- -------- ----------
(in thousands, except volumes and prices)
<S> <C> <C> <C> <C> <C> <C>
Natural Gas Hedge Derivatives (1):
Average daily notional MMBtu volumes (2):
Swap contracts (3)......................... 10,000 $ (9,829)
Weighted average MMBtu fixed
price................................. $ 2.42
Collar contracts with short puts (4)....... 57,227 $(15,374)
Weighted average short call MMBtu
ceiling price......................... $ 2.59
Weighted average long put MMBtu
contingent floor price............... $ 2.01
Weighted average short put MMBtu
price below which floor becomes
variable.............................. $ 1.73
Natural Gas Non-hedge Derivatives (5):
Daily nominal gas MMBtu volumes
under optional calls sold (6)............ 100,000 $(19,386)
Weighted average short call per
MMBtu ceiling price................... $ 2.75
Average forward NYMEX gas
price per MMBtu (7)................... $ 3.12
Daily notional MMBtu volumes under
agreement to swap NYMEX gas
price for 10 percent of NYMEX
WTI price................................ 13,036 13,036 13,036 13,036 13,036 $(11,936)
Average forward NYMEX gas
prices (7)............................ $ 3.12 $ 2.92 $ 2.77 $ 2.77 $ 2.79
Average forward NYMEX oil
prices (7)............................ $ 24.51 $ 22.29 $ 20.44 $ 19.60 $ 19.28
</TABLE>
- ---------------
(1) When necessary, to minimize basis risk, the Company enters into natural
gas basis swaps to connect the index price of the hedging instrument from
a NYMEX index to an index which reflects the geographic area of
production. The Company considers these basis swaps as part of the
associated swap and option contracts and, accordingly, the effects of the
basis swaps have been presented together with the associated contracts.
(2) See Note D of Notes to Consolidated Financial Statements included in "Item
1. Financial Statements" for hedge volumes and weighted average prices by
calendar quarter.
(3) Certain counterparties have the contractual right to sell year 2001, 2002
and 2003 swap contracts to the Company for notional daily volumes of
49,233; 12,500; and 10,000 MMBtu per day, respectively, at average strike
prices of $2.21; $2.52 and $2.58 per MMBtu, respectively.
(4) Certain counterparties have the contractual right to sell year 2001 and
2002 collar contracts with short puts to the Company for notional daily
contract volumes of 54,482 and 60,000 MMBtu, respectively, at weighted
average index prices of $2.71 and $2.64 per MMBtu for the short call
ceiling prices, respectively; $2.09 and $2.25 per MMBtu for the long put
floor prices, respectively; and $1.80 and $1.95 per MMBtu for the short
put prices below which the floors become variable.
(5) Since the natural gas non-hedge derivatives are sensitive to changes in
both natural gas and crude oil market prices, they are presented in both
the Natural Gas Sensitivity table and the accompanying Crude Oil Price
Sensitivity table.
(6) The counterparties to the 2000 and 2001 optional call contracts have the
contractual right to elect to call either crude volumes or gas volumes at
the indicated prices See the "Crude Oil Price Sensitivity" table for the
optional crude oil volume and call prices available to the counterparties.
(7) Average forward NYMEX oil and gas prices are as of April 28, 2000.
28
<PAGE>
Other price sensitivity. On December 31, 1999, the Company owned
2,376.923 shares of Prize Energy Corp. ("Prize") six percent convertible
preferred stock ("Prize Preferred") having a liquidation preference of $30.0
million. Prior to February 9, 2000, Prize was a closely held, non-public entity
and the fair value of the Prize Preferred was not readily determinable. On
February 9, 2000, Prize merged with Vista Energy Resources Inc. and the common
stock of the merged Prize entity began to publicly trade on the American Stock
Exchange. At that time, the Company's Prize Preferred was exchanged for
3,984,197 shares of Prize Series A 6% Convertible Preferred Stock ("Prize Senior
Preferred"), which was subsequently increased to 4,018,161 shares as a result of
associated in-kind dividends. On March 31, 2000, the Company and Prize converted
the Company's 4,018,161 shares of Prize Senior A Preferred to 4,018,161 shares
of Prize common stock ("Prize Common") and sold to Prize 1,380,446 shares of the
Prize Common for $18.6 million. The fair value of the Company's remaining
investment in 2,637,715 shares of Prize Common was $51.4 million as of March 31,
2000, representing a $31.7 million unrealized gain on the Company's original
investment in the underlying shares.
- ---------------
(1) The information in this document includes forward-looking statements that
are made pursuant to the Safe Harbor Provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements, and the
business prospects of Pioneer Natural Resources Company, are subject to a
number of risks and uncertainties which may cause the Company's actual
results in future periods to differ materially from the forward-looking
statements. These risks and uncertainties include, among other things,
volatility of oil and gas prices, product supply and demand, competition,
government regulation or action, litigation, the costs and results of
drilling and operations, the Company's ability to replace reserves or
implement its business plans, access to and cost of capital,
uncertainties about estimates of reserves, quality of technical data and
environmental risks. These and other risks are described in the Company's
1999 Annual Report on Form 10-K which is available from the United States
Securities and Exchange Commission.
29
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
As discussed in Note C of Notes to Consolidated Financial Statements included in
"Item 1. Financial Statements", the Company is a party to various legal actions
incidental to its business. The probable damages from such legal actions are not
expected to be in excess of 10 percent of the Company's current assets and the
Company believes none of these actions to be material.
Item 6. Exhibits and Reports on Form 8-K
Exhibits
10.1 - Second Supplemental Indenture, dated as of April 11, 2000,
among the Company, Pioneer USA, as the subsidiary guarantor and
the Bank of New York, as trustee, with respect to the Indenture,
dated January 13, 1998, between the Company and The Bank of New
York, as trustee.
10.2 - Form of 9-5/8% Senior Notes Due April 1, 2010, dated as of
April 11, 2000, in the aggregate principal amount of
$425,000,000, together with Trustee's Certificate of
Authentication dated April 11, 2000, establishing the terms of
the 9-5/8% Senior Notes Due April 1, 2010 pursuant to the Second
Supplemental Indenture identified above as Exhibit 10.1.
10.3 - Guarantee, dated as of April 11, 2000, by Pioneer USA as the
subsidiary guarantor relating to the $425,000,000 aggregate
principal amount of 9-5/8% Senior Notes Due April 1, 2010 issued
under the Second Supplemental Indenture identified above as
Exhibit 10.1
27.1 - Financial Data Schedule
Reports on Form 8-K
On March 14, 2000, the Company filed with the Securities and Exchange
Commission (the "SEC") a Current Report on Form 8-K to report, under Items 5.
and 7., information to supplement its Current Report on Form 8-K filed with the
SEC on December 13, 1999.
30
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
PIONEER NATURAL RESOURCES COMPANY
Date: May 11, 2000 By: /s/ Timothy L. Dove
----------------------------------
Timothy L. Dove
Executive Vice President and Chief
Financial Officer
Date: May 11, 2000 By: /s/ Rich Dealy
----------------------------------
Rich Dealy
Vice President and Chief
Accounting Officer
31
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001038357
<NAME> PNRC
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 33,136
<SECURITIES> 0
<RECEIVABLES> 137,896
<ALLOWANCES> 0
<INVENTORY> 12,905
<CURRENT-ASSETS> 200,965
<PP&E> 3,351,488
<DEPRECIATION> 799,602
<TOTAL-ASSETS> 2,969,891
<CURRENT-LIABILITIES> 197,876
<BONDS> 0
0
0
<COMMON> 1,009
<OTHER-SE> 815,591
<TOTAL-LIABILITY-AND-EQUITY> 2,969,891
<SALES> 174,375
<TOTAL-REVENUES> 186,502
<CGS> 43,122
<TOTAL-COSTS> 117,864
<OTHER-EXPENSES> 14,413
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 39,755
<INCOME-PRETAX> 14,470
<INCOME-TAX> 300
<INCOME-CONTINUING> 14,770
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,770
<EPS-BASIC> .15
<EPS-DILUTED> .15
</TABLE>
EXHIBIT 10.1
SECOND SUPPLEMENTAL INDENTURE
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of April 11, 2000 (this
"Supplemental Indenture"), among PIONEER NATURAL RESOURCES COMPANY, a Delaware
corporation (the "Company"), PIONEER NATURAL RESOURCES USA, INC., a Delaware
corporation, as the subsidiary guarantor (the "Guarantor"), 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. 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.
C. The Company desires to issue, and the Guarantor desires to guarantee,
$425,000,000 aggregate principal amount of 9-5/8% Senior Notes Due April 1, 2010
(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 and the Guarantor's
guarantees thereof (the "Guarantees") 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 "9-5/8% Senior Notes Due April 1,
2010."
(b) The Notes shall be limited to $425,000,000 aggregate principal
amount.
(c) The Notes shall not require any principal or premium payments prior
to maturity on April 1, 2010.
(d) The rate at which the Notes shall bear interest shall be 9-5/8% per
annum; the date from which such interest shall accrue shall be April 11, 2000;
the interest payment dates on which such interest shall be payable shall be
April 1 and October 1, beginning October 1, 2000; and the record dates for the
determination of the holders of the Notes to whom such interest is payable shall
<PAGE>
be the immediately preceding March 15 (for April 1 payment dates) and September
15 (for October 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) In addition to the Events of Default set forth in Section 6.01 of the
Indenture, failure on the part of the Guarantor to comply with Section 3(c) of
this Supplemental Indenture shall be an Event of Default with respect to the
Notes.
(j) The obligations of the Guarantor with respect to the Notes shall be
defeased if the Notes are defeased or if the Company's covenants under the
Indenture are defeased.
(k) 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.
(l) The Bank of New York shall be the Trustee for the Notes under the
Indenture.
(m) Article X of the Indenture shall apply to the Notes.
(n) The Guarantor shall execute and deliver its guarantee, substantially
in the form attached hereto as Exhibit A (the "Guarantee"), of the payment of
principal of, and premium, if any, and interest on the Notes in accordance with
Section 3 hereof.
(o) 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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<PAGE>
(p) The Company shall be subject to all the covenants set forth in
Article IV of the Indenture with respect to the Notes.
(q) 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 Credit Suisse First
Boston Corporation (or its successor) or, if such firm is unwilling or unable to
make such calculation, by an independent investment banking institution of
national standing appointed by the Trustee (in any such case, an "Independent
Investment Banker").
3
<PAGE>
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 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. Guarantee.
(a) The Guarantee. The Guarantor hereby unconditionally guarantees to
each Holder of the Notes authenticated and delivered by the Trustee and to the
Trustee and its successors and assigns, irrespective of the validity and
enforceability of this Supplemental Indenture, the Indenture, the Notes or the
obligations of the Company hereunder or thereunder, that: (i) the principal of
and premium, if any, and interest, on the Notes shall be promptly paid in full
when due, whether at maturity, by acceleration, redemption or otherwise, and
interest on the overdue principal of and interest on premium, if any, and
interest, on the Notes if any, if lawful, and all other obligations of the
Company to the Holders of the Notes or the Trustee hereunder or thereunder shall
be promptly paid in full or performed, all in accordance with the terms hereof
and thereof; and (ii) in case of any extension of time of payment or renewal of
any of the Notes or any of such other obligations, that the same shall be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantor shall be obligated to pay or
perform the same immediately. The Guarantor hereby agrees that its obligations
4
<PAGE>
hereunder shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes, this Supplemental Indenture or the Indenture, the
absence of any action to enforce the same, any amendment or modification of or
waiver or consent by any Holder with respect to any provisions hereof or
thereof, the recovery of any judgment against the Company, any action to enforce
the same, any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a guarantor, or any change in the ownership of
the Guarantor. The Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever and covenants that the Guarantor's
guarantee under this Section shall not be discharged except by complete
performance of the obligations of the Company and the Guarantor contained in the
Notes, this Supplemental Indenture and the Indenture. If any Holder or the
Trustee is required by any court or otherwise to return to the Company, the
Guarantor or any custodian, trustee, liquidator or other similar official acting
in relation to either the Company or the Guarantor any amount paid by any
thereof to the Trustee or such Holder, the Guarantor's guarantee under this
Section, to the extent theretofore discharged, shall be reinstated in full force
and effect. The Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders of the Notes in respect of any
obligations guaranteed hereby until payment in full in cash of all obligations
with respect to the Notes guaranteed hereby. The Guarantor further agrees that,
as between itself as guarantor, on the one hand, and the Holders of the Notes
and the Trustee, on the other hand, (x) the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article VI of the Indenture
for the purposes of the Guarantor's guarantee hereunder, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect of
the obligations with respect to the Notes guaranteed hereby and (y) in the event
of any declaration of acceleration of such obligations as provided in Article VI
of the Indenture, such obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantor for the purposes of its
guarantee hereunder. The Guarantor also agrees to pay any and all costs and
expenses (including reasonable attorney's fees and expenses) incurred by the
Trustee or any Holder in enforcing any rights under this Section.
(b) Execution and Delivery of Guarantee. To evidence its Guarantee, set
forth in Section 3(a), the Guarantor hereby agrees that a notation of such
Guarantee shall be endorsed by an officer of the Guarantor on each of the Notes
authenticated and delivered by the Trustee, that this Supplemental Indenture
shall be executed on behalf of the Guarantor by its President or one of its Vice
Presidents and that the Company on behalf of the Guarantor shall deliver to the
Trustee an Opinion of Counsel that the foregoing have been duly authorized,
executed and delivered by the Guarantor and that such Guarantee is a valid and
legally binding obligation of the Guarantor, enforceable against the Guarantor
in accordance with its terms. The Guarantor hereby agrees that its Guarantee,
set forth in Section 3(a), shall remain in full force and effect notwithstanding
any failure to endorse on each of the Notes a notation of the Guarantee. If an
officer of the Guarantor whose signature is on this Supplemental Indenture or on
the Guarantee no longer holds that office at the time the Trustee authenticates
the Notes on which the Guarantee is endorsed, the Guarantee shall be valid
nevertheless. The delivery of any of the Notes by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the Guarantee
set forth in this Supplemental Indenture on behalf of the Guarantor.
5
<PAGE>
(c) Guarantor May Consolidate, etc., on Certain Terms. The Guarantor
shall not consolidate with or merge with or into any Person, or sell all or
substantially all its assets, unless the following conditions have been
satisfied:
(i) Either (1) the Guarantor shall be the continuing Person in
the case of a merger, or (2) the resulting, surviving or transferee
Person, if other than the Guarantor (the "Successor Guarantor"), shall be
a corporation organized and existing under the laws of the United States,
any State thereof, or the District of Columbia and the Successor
Guarantor shall expressly assume all of the obligations of the Guarantor
under the Guarantee;
(ii) Immediately after giving effect to the transaction (and
treating any Indebtedness that becomes an obligation of the Successor
Guarantor or any Subsidiary of the Guarantor as a result of the
transaction as having been Incurred by the Successor Guarantor or the
Subsidiary at the time of the transaction), no Default or Event of
Default would occur or be continuing; and
(iii) The Guarantor shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that the
consolidation, merger or sale complies with this Supplemental Indenture.
Upon any consolidation by the Guarantor with, or merger by the Guarantor
into, any other person or any sale of the properties and assets of the Guarantor
as an entirety or virtually as an entirety as described in the preceding
paragraph, the successor resulting from such consolidation or into which the
Guarantor is merged or the transferee of such sale, will succeed to, and be
substituted for, and may exercise every right and power of, the Guarantor under
this Supplemental Indenture, and thereafter the predecessor (if still in
existence) will be released from its obligations and covenants under this
Supplemental Indenture and all outstanding Notes.
(d) Release and Reinstatement of Guarantee. The Guarantor shall be
released and relieved of any obligations under its Guarantee upon release or
other termination of both (A) that certain Guaranty, dated as of March 19, 1999,
by the Guarantor with respect to the Second Amended and Restated Credit Facility
Agreement (Primary Facility), dated as of March 19, 1999 (the "Existing Credit
Facility"), among the Company, NationsBank, N.A., as administrative agent, CIBC
Inc., as documentation agent, Morgan Guaranty Trust Company of New York, as
documentation agent, Chase Bank of Texas, National Association, as syndication
agent, the co-agents signatory thereto, and the other lenders signatory thereto
and (B) to the extent made available, that certain Guarantee by the Guarantor
with respect to the credit facility to be made available to the Company pursuant
to the Commitment Letter dated March 22, 2000, among the Company, Bank of
America, N.A., Credit Suisse First Boston, The Chase Manhattan Bank, Banc of
America Securities LLC and Chase Securities Inc. (the "New Credit Facility")
(the foregoing guarantees being referred to herein as the "Credit Facilities
Guarantees"). The obligations of the Guarantor under its Guarantee shall be
reinstated upon the reinstatement of the obligations of the Guarantor under
either of the Credit Facilities Guarantees and the Guarantor hereby agrees to
execute a guarantee substantially in the form of the Guarantee upon such
reinstatement. Any refinancing, refunding, extension, renewal or replacement (or
successive refinancings, refundings, extensions, renewals or replacements), as a
whole, or in part, of the Existing Credit Facility or the New Credit Facility
6
<PAGE>
shall not be deemed a release or other termination of the applicable Credit
Facilities Guarantee if the Guarantor provides a guarantee with respect to such
refinancing, refunding, extension, renewal or replacement in substantially the
same form, and on substantially the same terms, as such Credit Facilities
Guarantee. It is hereby understood and agreed that the Existing Credit Facility
and the New Credit Facility may be refinanced, refunded, extended, renewed or
replaced (through one or refinancings, refundings, extensions, renewals or
replacements), as a whole, or in part, from time to time after the termination
of the Existing Credit Facility or the New Credit Facility, as applicable.
(e) Contribution. The Company agrees that, in the event a payment shall
be made by the Guarantor under the Guarantee, the Company shall indemnify the
Guarantor in an amount equal to the amount of such payment multiplied by a
fraction, the numerator of which shall be the net worth of the Company on the
date hereof and the denominator of which shall be the aggregate net worth of the
Company and the Guarantor on the date hereof.
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:
(i) adding the definitions specified in Schedule I hereto;
(ii) amending and restating the definitions specified in
Schedule II hereto; and
(iii) 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 6.50% Senior Notes due 2008 and the 7.20% Senior Notes due
2028 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"; and deleting the definition of "Credit Agreements" and
substituting therefor the definition "Credit Facilities" specified in
Schedule I hereto.
(b) Sections 2.07 and 2.15. 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, and 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).
(c) Article IV. Article IV is hereby amended, solely with respect to the
Notes, by adding the Sections specified in Schedule III hereto.
7
<PAGE>
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.
8
<PAGE>
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: -------------------------------
Name:
Title:
PIONEER NATURAL RESOURCES USA, INC.
By: -------------------------------
Name:
Title:
THE BANK OF NEW YORK, as Trustee
By: -------------------------------
Name:
Title:
Exhibit A - Form of Guarantee
9
<PAGE>
Schedule I
"Additional Assets" means (1) any Property (other than Indebtedness or
Capital Stock) used in Oil and Gas Business; (2) the Capital Stock of a Person
that becomes a Restricted Subsidiary as a result of the acquisition of such
Capital Stock by the Company or another Restricted Subsidiary; or (3) Capital
Stock constituting a minority interest in any Person that at such time is a
Restricted Subsidiary; provided, however, that any such Restricted Subsidiary
described in clauses (2) or (3) above is primarily engaged in the Oil and Gas
Business.
"Asset Disposition" means any sale, lease, transfer or other disposition
(or series of related sales, leases, transfers or dispositions) by the Company
or any Restricted Subsidiary, including any disposition by means of a merger,
consolidation or similar transaction (each referred to for the purposes of this
definition as a "disposition"), of
(1) any shares of Capital Stock of a Restricted Subsidiary
(other than directors' qualifying shares or shares required by applicable
law to be held by a Person other than the Company or a Restricted
Subsidiary),
(2) all or substantially all the assets of any division or line
of business of the Company or any Restricted Subsidiary or
(3) any other assets of the Company or any Restricted Subsidiary
outside of the ordinary course of business of the Company or such
Restricted Subsidiary
(other than, in the case of (1), (2) and (3) above, (A) a disposition by a
Restricted Subsidiary to the Company or by the Company or a Restricted
Subsidiary to a Restricted Subsidiary; (B) for purposes of Section 4.15 only, a
disposition that constitutes a Restricted Payment permitted by Section 4.14 or a
Permitted Investment (including transfers of assets to an oil and gas royalty
trust); (C) a disposition of assets with a fair market value of less than
$5,000,000; (D) the sale or transfer (whether or not in the ordinary course of
business) of crude oil and natural gas properties or direct or indirect
interests in real property; provided, however, that at the time of such sale or
transfer such properties do not have associated with them any proved reserves;
(E) the abandonment, farm-out, lease or sublease of developed or undeveloped
crude oil and natural gas properties in the ordinary course of business; (F) the
trade or exchange by the Company or any Restricted Subsidiary of any crude oil
and natural gas Property owned or held by the Company or such Restricted
Subsidiary for any crude oil and natural gas Property owned or held by another
Person; (G) the sale or transfer of mineral products or surplus or obsolete
equipment, in each case in the ordinary course of business; and (H) any
disposition that constitutes a Change of Control.
"Average Life" means, as of the date of determination, with respect to
any Indebtedness, the quotient obtained by dividing (1) the sum of the products
of the numbers of years from the date of determination to the dates of each
successive scheduled principal payment of or redemption or similar payment with
respect to such Indebtedness multiplied by the amount of such payment by (2) the
sum of all such payments.
"Change of Control" means the occurrence of any of the following events:
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(1) any "person" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act), other than one or more Permitted Holders, is or becomes the
"beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
except that for purposes of this clause (1) such person shall be deemed to have
"beneficial ownership" of all shares that any such person has the right to
acquire, whether such right is exercisable immediately or only after the passage
of time), directly or indirectly, of more than 50% of the total voting power of
the Voting Stock of the Company; provided, however, that the Permitted Holders
do not have the right or ability by contract or otherwise to elect or designate
for election a majority of the Board of Directors (for the purposes of this
clause (1), such other person shall be deemed to beneficially own any Voting
Stock of a Person (the "specified person") held by any other Person (the "parent
entity"), if such other person is the beneficial owner (as defined above in this
clause (1)), directly, of more than 50% of the voting power of the Voting Stock
of such parent entity and the Permitted Holders do not have the right or ability
by voting power, contract or otherwise to elect or designate for election a
majority of the board of directors of such parent entity);
(2) individuals who on the date the Notes are issued constituted the
Board of Directors (together with any new directors whose election by such Board
of Directors or whose nomination for election by the shareholders of the Company
was approved by a vote of 66-2/3% of the directors of the Company then still in
office who were either directors on the date the Notes are issued or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the Board of Directors then in office;
(3) the adoption of a plan relating to the liquidation or dissolution of
the Company; or
(4) the sale of all or substantially all the assets of the Company
(determined on a consolidated basis) to another Person (other than, in all such
cases, a Person that is controlled by the Permitted Holders), other than a
transaction following which the transferee Person becomes the obligor in respect
of the Notes and a Subsidiary of the transferor of such assets.
"Consolidated Coverage Ratio" as of any date of determination means the
ratio of
(x) the aggregate amount of EBITDA for the period of the most
recent four consecutive fiscal quarters ending at least 45 days prior to
the date of such determination to
(y) Consolidated Interest Expense for such four fiscal quarters;
provided, however, that
(1) if the Company or any Restricted Subsidiary has Incurred any
Indebtedness since the beginning of such period that remains outstanding
or if the transaction giving rise to the need to calculate the
Consolidated Coverage Ratio is an Incurrence of Indebtedness, or both,
EBITDA and Consolidated Interest Expense for such period shall be
calculated after giving effect on a pro forma basis to such Indebtedness
as if such Indebtedness had been Incurred on the first day of such
period,
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(2) if the Company or any Restricted Subsidiary has repaid,
repurchased, defeased or otherwise discharged any Indebtedness since the
beginning of such period or if any Indebtedness is to be repaid,
repurchased, defeased or otherwise discharged (in each case other than
Indebtedness Incurred under any revolving credit facility unless such
Indebtedness has been permanently repaid and has not been replaced) on
the date of the transaction giving rise to the need to calculate the
Consolidated Coverage Ratio, EBITDA and Consolidated Interest Expense for
such period shall be calculated on a pro forma basis as if such discharge
had occurred on the first day of such period and as if the Company or
such Restricted Subsidiary has not earned the interest income actually
earned during such period in respect of cash or Temporary Cash
Investments used to repay, repurchase, defease or otherwise discharge
such Indebtedness,
(3) if since the beginning of such period the Company or any
Restricted Subsidiary shall have made any Asset Disposition, the EBITDA
for such period shall be reduced by an amount equal to the EBITDA (if
positive) directly attributable to the assets which are the subject of
such Asset Disposition for such period, or increased by an amount equal
to the EBITDA (if negative), directly attributable thereto for such
period and Consolidated Interest Expense for such period shall be reduced
by an amount equal to the Consolidated Interest Expense directly
attributable to any Indebtedness of the Company or any Restricted
Subsidiary repaid, repurchased, defeased or otherwise discharged with
respect to the Company and its continuing Restricted Subsidiaries in
connection with such Asset Disposition for such period (or, if the
Capital Stock of any Restricted Subsidiary is sold, the Consolidated
Interest Expense for such period directly attributable to the
Indebtedness of such Restricted Subsidiary to the extent the Company and
its continuing Restricted Subsidiaries are no longer liable for such
Indebtedness after such sale),
(4) if since the beginning of such period the Company or any
Restricted Subsidiary (by merger or otherwise) shall have made an
Investment in any Restricted Subsidiary (or any person which becomes a
Restricted Subsidiary) or an acquisition of assets, including any
acquisition of assets occurring in connection with a transaction
requiring a calculation to be made hereunder, EBITDA and Consolidated
Interest Expense for such period shall be calculated after giving pro
forma effect thereto (including the Incurrence of any Indebtedness) as if
such Investment or acquisition occurred on the first day of such period
and
(5) if since the beginning of such period any Person (that
subsequently became a Restricted Subsidiary or was merged with or into
the Company or any Restricted Subsidiary since the beginning of such
period) shall have made any Asset Disposition, any Investment or
acquisition of assets that would have required an adjustment pursuant to
clause (3) or (4) above if made by the Company or a Restricted Subsidiary
during such period, EBITDA and Consolidated Interest Expense for such
period shall be calculated after giving pro forma effect thereto as if
such Asset Disposition, Investment or acquisition occurred on the first
day of such period.
For purposes of this definition, whenever pro forma effect is to be given to an
acquisition of assets, the amount of income or earnings relating thereto and the
amount of Consolidated Interest Expense associated with any Indebtedness
Incurred in connection therewith, the pro forma calculations shall be determined
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in good faith by a responsible financial or accounting Officer of the Company.
If any Indebtedness bears a floating rate of interest and is being given pro
forma effect, the interest of such Indebtedness shall be calculated as if the
rate in effect on the date of determination had been the applicable rate for the
entire period (taking into account any Interest Rate Protection Agreement
applicable to such Indebtedness if such Interest Rate Protection Agreement has a
remaining term in excess of 12 months).
"Consolidated Interest Expense" means, for any period, the total interest
expense of the Company and its consolidated Restricted Subsidiaries, plus, to
the extent not included in such total interest expense, and to the extent
incurred by the Company or its Restricted Subsidiaries, without duplication,
(1) interest expense attributable to capital leases and the
interest expense attributable to leases constituting part of a Sale and
Leaseback Transaction,
(2) amortization of debt discount or premium and debt issuance
cost,
(3) capitalized interest,
(4) non-cash interest expenses,
(5) commissions, discounts and other fees and charges owed with
respect to letters of credit and bankers' acceptance financing,
(6) net payments or receipts pursuant to Interest Rate
Protection Agreements,
(7) Disqualified Stock dividends in respect of all Disqualified
Stock held by Persons other than the Company or a Wholly Owned Subsidiary
(other than dividends payable solely in Capital Stock (other than
Disqualified Stock) of the issuer of such Disqualified Stock),
(8) interest incurred in connection with Investments in
discontinued operations,
(9) interest accruing on any Indebtedness of any other Person to
the extent such Indebtedness is Guaranteed by (or secured by the assets
of) the Company or any Restricted Subsidiary and
(10) the cash contributions to any employee stock ownership plan
or similar trust to the extent such contributions are used by such plan
or trust to pay interest or fees to any Person (other than the Company)
in connection with Indebtedness Incurred by such plan or trust;
provided, however, "Consolidated Interest Expense" shall not include (a) any
Consolidated Interest Expense with respect to any Production Payments and
Reserve Sales, (b) to the extent included in total interest expense,
amortization or write-off of deferred financing costs of such Person or (c)
accretion of interest charges on future plugging and abandonment obligations,
future retirement benefits and other obligations that do not constitute
Indebtedness.
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"Consolidated Net Income" means, for any period, the net income of the
Company and its consolidated Subsidiaries; provided, however, that there shall
not be included in such Consolidated Net Income:
(1) any net income of any Person (other than the Company) if
such Person is not a Restricted Subsidiary, except that subject to the
exclusion contained in clause (4) below, the Company's equity in the net
income of any such Person for such period shall be included in such
Consolidated Net Income up to the aggregate amount of cash actually
distributed by such Person during such period to the Company or a
Restricted Subsidiary as a dividend or other distribution (subject, in
the case of a dividend or other distribution paid to a Restricted
Subsidiary, to the limitations contained in clause (3) below);
(2) any net income (or loss) of any Person acquired by the
Company or a Subsidiary in a pooling of interests transaction for any
period prior to the date of such acquisition;
(3) any net income of any Restricted Subsidiary if such
Restricted Subsidiary is subject to restrictions, directly or indirectly,
on the payment of dividends or the making of distributions by such
Restricted Subsidiary, directly or indirectly, to the Company, except
that
(A) subject to the exclusion contained in clause (4)
below, the Company's equity in the net income of any such
Restricted Subsidiary for such period shall be included in such
Consolidated Net Income up to the aggregate amount of cash
actually distributed by such Restricted Subsidiary during such
period to the Company or another Restricted Subsidiary as a
dividend or other distribution (subject, in the case of a
dividend or other distribution paid to another Restricted
Subsidiary, to the limitation contained in this clause) and
(B) the Company's equity in a net loss of any such
Restricted Subsidiary for such period shall be included in
determining such Consolidated Net Income;
(4) any gain or loss net of taxes realized upon the sale or
other disposition of any assets of the Company, its consolidated
Subsidiaries or any other Person (including pursuant to any
sale-and-leaseback arrangement) which is not sold or otherwise disposed
of in the ordinary course of business and any gain or loss realized upon
the sale or other disposition of any Capital Stock of any Person;
(5) extraordinary gains or losses net of taxes;
(6) any write-downs of non-current assets net of taxes,
provided, however, that any ceiling limitation write-downs in accordance
with GAAP shall be treated as capitalized costs, as if such write-downs
had not occurred; and
(7) the cumulative effect of a change in accounting principles
net of taxes.
Notwithstanding the foregoing, for the purpose of Section 4.14 only, there shall
be excluded from Consolidated Net Income any repurchases, repayments or
redemptions of Investments, proceeds realized on the sale of Investments or
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return of capital to the Company or a Restricted Subsidiary to the extent such
repurchases, repayments, redemptions, proceeds or returns increase the amount of
Restricted Payments permitted under such Section pursuant to Section
4.14(a)(3)(D).
"Credit Facilities" means, with respect to the Company, the existing
credit facility made available to the Company pursuant to the Second Amended and
Restated Credit Facility Agreement dated March 19, 1999, among the Company and
the lenders named therein and the credit facility to be made available to the
Company pursuant to the Commitment Letter dated March 22, 2000, among the
Company, Bank of America, N.A., Banc of America Securities LLC, Credit Suisse
First Boston, The Chase Manhattan Bank and Chase Securities Inc., in each case,
together with any Refinancings thereof by a lender or a syndicate of lenders. It
is understood and agreed that the Credit Facilities 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.
"EBITDA" for any period means the sum of Consolidated Net Income, plus
the following to the extent deducted in calculating such Consolidated Net
Income:
(1) all income tax expense of the Company and its consolidated
Restricted Subsidiaries,
(2) Consolidated Interest Expense,
(3) depreciation and amortization expense of the Company and its
consolidated Restricted Subsidiaries (excluding amortization expense
attributable to a prepaid operating activity item that was paid in cash
in a prior period),
(4) exploration and abandonments expense (if applicable) and
(5) all other non-cash charges of the Company and its
consolidated Restricted Subsidiaries (excluding any such non-cash charge
to the extent that it represents an accrual of or reserve for cash
expenditures in any future period); and
in each case for such period, and less, to the extent included in calculating
such Consolidated Net Income and in excess of any costs or expenses attributable
thereto and deducted in calculating such Consolidated Net Income, the sum of (x)
the amount of deferred revenues that are amortized during such period and are
attributable to reserves that are subject to Volumetric Production Payments, and
(y) amounts recorded in accordance with GAAP as repayments of principal and
interest pursuant to Dollar-Denominated Production Payments. Notwithstanding the
foregoing, the provision for taxes based on the income or profits of, and the
depreciation and amortization and non-cash charges of, a Restricted Subsidiary
shall be added to Consolidated Net Income to compute EBITDA only to the extent
(and in the same proportion) that the net income of such Restricted Subsidiary
was included in calculating Consolidated Net Income and only if a corresponding
amount would be permitted at the date of determination to be dividended to the
Company by such Restricted Subsidiary without prior approval (that has not been
obtained), pursuant to the terms of its charter and all agreements, instruments,
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judgments, decrees, orders, statutes, rules and governmental regulations
applicable to such Restricted Subsidiary or its stockholders.
"Guarantor" means Pioneer Natural Resources USA, Inc.
"Investment" in any Person means any direct or indirect advance, loan
(other than advances to customers in the ordinary course of business that are
recorded as accounts receivable on the balance sheet of the lender) or other
extensions of credit (including by way of Guarantee or similar arrangement) or
capital contribution to (by means of any transfer of cash or other property to
others or any payment for property or services for the account or use of
others), or any purchase or acquisition of Capital Stock, Indebtedness or other
similar instruments issued by such Person. For purposes of the definition of
"Unrestricted Subsidiary", the definition of "Restricted Payment" and Section
4.14,
(1) "Investment" shall include the portion (proportionate to the
Company's equity interest in such Subsidiary) of the fair market value of
the net assets of any Subsidiary of the Company at the time that such
Subsidiary is designated an Unrestricted Subsidiary; provided, however,
that upon a redesignation of such Subsidiary as a Restricted Subsidiary,
the Company shall be deemed to continue to have a permanent "Investment"
in an Unrestricted Subsidiary equal to an amount (if positive) equal to
(x) the Company's "Investment" in such Subsidiary at the time of such
redesignation less (y) the portion (proportionate to the Company's equity
interest in such Subsidiary) of the fair market value of the net assets
of such Subsidiary at the time of such redesignation; and
(2) any property transferred to or from an Unrestricted
Subsidiary shall be valued at its fair market value at the time of such
transfer, in each case as determined in good faith by the Board of
Directors.
"Investment Grade Rating" means a rating equal to or higher than Baa3 (or
the equivalent) by Moody's or BBB- (or the equivalent) by S&P.
"Net Available Cash" from an Asset Disposition means cash payments
received therefrom (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise
and proceeds from the sale or other disposition of any securities received as
consideration, but only as and when received, but excluding any other
consideration received in the form of assumption by the acquiring Person of
Indebtedness or other obligations relating to such properties or assets or
received in any other noncash form), in each case net of
(1) all legal, title and recording tax expenses, commissions and
other fees and expenses incurred, and all Federal, state, provincial,
foreign and local taxes required to be accrued as a liability under GAAP,
as a consequence of such Asset Disposition,
(2) all payments made on any Indebtedness which is secured by
any assets subject to such Asset Disposition, in accordance with the
terms of any Lien upon or other security agreement of any kind with
respect to such assets, or which must by its terms, or in order to obtain
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a necessary consent to such Asset Disposition, or by applicable law, be
repaid out of the proceeds from such Asset Disposition,
(3) all distributions and other payments required to be made to
minority interest holders in Subsidiaries or joint ventures as a result
of such Asset Disposition and
(4) the deduction of appropriate amounts provided by the seller
as a reserve, in accordance with GAAP, against any liabilities associated
with the Property or other assets disposed in such Asset Disposition and
retained by the Company or any Restricted Subsidiary after such Asset
Disposition.
"Net Cash Proceeds", with respect to any issuance or sale of Capital
Stock, means the cash proceeds of such issuance or sale net of attorneys' fees,
accountants' fees, underwriters' or placement agents' fees, discounts or
commissions and brokerage, consultant and other fees actually incurred in
connection with such issuance or sale and net of taxes paid or payable as a
result thereof.
"Non-Recourse Indebtedness" means Indebtedness or that portion of
Indebtedness of the Company or a Restricted Subsidiary incurred in connection
with the acquisition by the Company or a Restricted Subsidiary 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
(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.
"Permitted Business Investment" means any investment made in the ordinary
course of, and of a nature that is or shall have become customary in, the Oil
and Gas Business including investments or expenditures for actively exploiting,
exploring for, acquiring, developing, producing, processing, gathering,
marketing or transporting oil and gas through agreements, transactions,
interests or arrangements which permit one to share risks or costs, comply with
regulatory requirements regarding local ownership or satisfy other objectives
customarily achieved through the conduct of Oil and Gas Business jointly with
third parties, including (i) ownership interests in oil and gas properties,
processing facilities, gathering systems, pipelines or ancillary real property
interests and (ii) Investments in the form of or pursuant to operating
agreements, processing agreements, farm-in agreements, farm-out agreements,
development agreements, area of mutual interest agreements, unitization
agreements, pooling agreements, joint bidding agreements, service contracts,
joint venture agreements, partnership agreements (whether general or limited),
subscription agreements, stock purchase agreements and other similar agreements
(including for limited liability companies) with third parties, excluding,
however, Investments in corporations other than Restricted Subsidiaries.
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"Permitted Holders" means Southeastern Asset Management Inc. and its
Affiliates; provided, however, that a Person shall cease to be a Permitted
Holder upon making a filing with the Securities and Exchange Commission that
indicates such Person has acquired or holds the Company's Voting Stock with a
purpose or effect of changing or influencing control of the Company or in
connection with or as a participant in any transaction having that purpose or
effect.
"Permitted Investment" means an Investment by the Company or any
Restricted Subsidiary in:
(1) the Company, a Restricted Subsidiary or a Person that will, upon
the making of such Investment, become a Restricted Subsidiary;
(2) another Person if as a result of such Investment such other
Person is merged or consolidated with or into, or transfers or
conveys all or substantially all its assets to, the Company or a
Restricted Subsidiary;
(3) cash and Temporary Cash Investments;
(4) receivables owing to the Company or any Restricted Subsidiary if
created or acquired in the ordinary course of business and
payable or dischargeable in accordance with customary trade
terms; provided, however, that such trade terms may include such
concessionary trade terms as the Company or any such Restricted
Subsidiary deems reasonable under the circumstances;
(5) payroll, travel and similar advances to cover matters that are
expected at the time of such advances ultimately to be treated
as expenses for accounting purposes and that are made in the
ordinary course of business;
(6) loans or advances to employees made in the ordinary course of
business consistent with past practices of the Company or such
Restricted Subsidiary;
(7) stock, obligations or securities received in settlement of debts
created in the ordinary course of business and owing to the
Company or any Restricted Subsidiary or in satisfaction of
judgments;
(8) any Person to the extent such Investment represents the non-cash
portion of the consideration received for an Asset Disposition
as permitted pursuant to Section 4.15;
(9) Permitted Business Investments;
(10) Investments intended to promote the Company's strategic
objectives in the Oil and Gas Business in an aggregate amount
not to exceed $50.0 million at any one time outstanding,
measured as of the date such Investments are made, without
giving effect to any subsequent changes in value (which
Investments shall be deemed no longer outstanding only upon the
return of capital thereof);
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(11) Investments in any units of any oil and gas royalty trust; and
(12) Investments made pursuant to Hedging Obligations of the Company
and the Restricted Subsidiaries.
"Property" means, with respect to any Person, any interest of such Person
in any kind of property or asset, whether real, personal or mixed, or tangible
or intangible, including Capital Stock and other securities issued by any other
Person (but excluding Capital Stock or other securities issued by such first
mentioned Person).
"Rating Agency" means Standard & Poor's Ratings Group, Inc. and Moody's
Investors Service, Inc. or if Standard & Poor's Ratings Group, Inc. or Moody's
Investors Service, Inc. or both shall not make a rating on the Notes publicly
available, a nationally recognized statistical rating agency or agencies, as the
case may be, selected by the Company (as certified by a resolution of the Board
of Directors) which shall be substituted for Standard & Poor's Ratings Group,
Inc. or Moody's Investors Service, Inc. or both, as the case may be.
"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.
"Refinancing Indebtedness" means Indebtedness that Refinances any
Indebtedness of the Company or any Restricted Subsidiary existing on the Issue
Date or Incurred in compliance with this Indenture, including Indebtedness that
Refinances Refinancing Indebtedness; provided, however, that:
(1) such Refinancing Indebtedness has a Stated Maturity no
earlier than the Stated Maturity of the Indebtedness being Refinanced;
(2) such Refinancing Indebtedness has an Average Life at the
time such Refinancing Indebtedness is Incurred that is equal to or
greater than the Average Life of the Indebtedness being Refinanced, and
(3) such Refinancing Indebtedness has an aggregate principal
amount (or if Incurred with original issue discount, an aggregate issue
price) that is equal to or less than the aggregate principal amount (or
if Incurred with original issue discount, the aggregate accreted value)
then outstanding or committed (plus fees and expenses, including any
premium and defeasance costs) under the Indebtedness being Refinanced;
provided further, however, that Refinancing Indebtedness shall not include (A)
Indebtedness of a Subsidiary that Refinances Indebtedness of the Company or (B)
Indebtedness of the Company or a Restricted Subsidiary that Refinances
Indebtedness of an Unrestricted Subsidiary.
"Restricted Payment" with respect to any Person means
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(1) the declaration or payment of any dividends or any other
distributions of any sort in respect of its Capital Stock (including any
payment in connection with any merger or consolidation involving such
Person) or similar payment to the direct or indirect holders of its
Capital Stock (other than dividends or distributions payable solely in
its Capital Stock (other than Disqualified Stock) and dividends or
distributions payable solely to the Company or a Restricted Subsidiary,
and other than pro rata dividends or other distributions made by a
Subsidiary that is not a Wholly Owned Subsidiary to minority stockholders
(or owners of an equivalent interest in the case of a Subsidiary that is
an entity other than a corporation)),
(2) the purchase, redemption or other acquisition or retirement
for value of any Capital Stock of the Company held by any Person or of
any Capital Stock of a Restricted Subsidiary held by any Affiliate of the
Company (other than a Restricted Subsidiary), including the exercise of
any option to exchange any Capital Stock (other than into Capital Stock
of the Company that is not Disqualified Stock), provided, however, that
the Company may purchase, redeem or otherwise acquire or retire for value
common stock of the Company in an amount not to exceed $10.0 million in
the aggregate in any fiscal year for all such transactions after the date
of the Issue Date made pursuant to this proviso and the amount of such
purchase, redemption or other acquisition or retirement for value shall
be excluded in the calculation of the amount of Restricted Payments;
(3) the purchase, repurchase, redemption, defeasance or other
acquisition or retirement for value, prior to scheduled maturity,
scheduled repayment or scheduled sinking fund payment of any Subordinated
Obligations of such Person (other than the purchase, repurchase, or other
acquisition of Subordinated Obligations purchased in anticipation of
satisfying a sinking fund obligation, principal installment or final
maturity, in each case due within one year of the date of such purchase,
repurchase or other acquisition) or
(4) the making of any Investment (other than a Permitted
Investment) in any Person.
"Restricted Subsidiary" means any Subsidiary of the Company that is not
an Unrestricted Subsidiary.
"Subordinated Obligation" means, with respect to a Person, any
Indebtedness of such Person (whether outstanding on the date the Notes are
issued or thereafter Incurred) which is subordinate or junior in right of
payment to the Notes or a Subsidiary Guaranty of such Person, as the case may
be, pursuant to a written agreement to that effect.
"Subsidiary Guarantor" means any Subsidiary of the Company, including the
Guarantor, which incurs a Guarantee under Section 4.13(b)(12) hereof.
"Subsidiary Guaranty" means a Guarantee by a Subsidiary Guarantor
permitted under Section 4.13(b)(12).
"Underwriters" means Credit Suisse First Boston Corporation, Banc of
America Securities LLC, Chase Securities Inc., First Union Securities Inc., Banc
One Capital Markets, Inc., FleetBoston Robertson Stephens Inc., Scotia Capital
Markets (USA), Inc. and TD Securities (USA) Inc.
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"Unrestricted Subsidiary" means:
(1) any Subsidiary of the Company that at the time of
determination shall be designated an Unrestricted Subsidiary by the Board
of Directors in the manner provided below; and
(2) any Subsidiary of an Unrestricted Subsidiary.
The Board of Directors may designate any Subsidiary of the Company (including
any newly acquired or newly formed Subsidiary of the Company) to be an
Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns
any Capital Stock or Indebtedness of, or owns or holds any Lien on any property
of, the Company or any other Subsidiary of the Company that is not a Subsidiary
of the Subsidiary to be so designated; provided, however, that either (A) the
Subsidiary to be so designated has total assets of $1,000 or less or (B) if such
Subsidiary has assets greater than $1,000, such designation would be permitted
under Section 4.14. The Board of Directors may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided, however, that immediately
after giving effect to such designation (A) the Company could Incur $1.00 of
additional Indebtedness under Section 4.13(a) and (B) no Default shall have
occurred and be continuing. Any such designation by the Board of Directors shall
be evidenced to the Trustee by promptly filing with the Trustee a copy of the
resolution of the Board of Directors giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
foregoing provisions.
"Voting Stock" of a Person means all classes of Capital Stock or other
interests (including partnership interests) of such Person then outstanding and
normally entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof.
"Wholly Owned Subsidiary" means a Restricted Subsidiary all the Capital
Stock of which (other than directors' qualifying shares or shares required by
applicable law to be held by a Person other than the Company or a Restricted
Subsidiary) is owned by the Company or one or more Wholly Owned Subsidiaries."
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Schedule II
"Affiliate" of any specified Person means any other Person, directly or
indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing. For
purposes of Sections 4.14 and 4.15 only, "Affiliate" shall also mean any
beneficial owner of Capital Stock representing 5% or more of the total voting
power of the Voting Stock (on a fully diluted basis) of the Company or of rights
or warrants to purchase such Capital Stock (whether or not currently
exercisable) and any Person who would be an Affiliate of any such beneficial
owner pursuant to the first sentence hereof. For purposes of Section 4.16 only,
"Affiliate" shall not include Prize Energy Corp.
"Disqualified Stock" means, with respect to any Person, any Capital Stock
which by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable at the option of the holder) or upon the
happening of any event:
(1) matures or is mandatorily redeemable pursuant to a sinking
fund obligation or otherwise;
(2) is convertible or exchangeable at the option of the holder
for Indebtedness or Disqualified Stock; or
(3) is mandatorily redeemable or must be purchased upon the
occurrence of certain events or otherwise, in whole or in part,
in each case on or prior to the first anniversary of the Stated Maturity of the
Notes; provided, however, that any Capital Stock that would not constitute
Disqualified Stock but for provisions thereof giving holders thereof the right
to require such Person to purchase or redeem such Capital Stock upon the
occurrence of an "asset sale" or "change of control" occurring prior to the
first anniversary of the Stated Maturity of the Notes shall not constitute
Disqualified Stock if (1) the "asset sale" or "change of control" provisions
applicable to such Capital Stock are not more favorable to the holders of such
Capital Stock than the terms applicable to the Debt Securities in Sections 4.15
and 4.17 of this Indenture and (2) any such requirement only becomes operative
after compliance with such terms applicable to the Notes, including the purchase
of any Debt Securities tendered pursuant thereto.
"Indebtedness" means, with respect to any Person, at any date, any of the
following, without duplication:
(1) any liability, contingent or otherwise, of such Person
(A) for borrowed money (whether or not the recourse of
the lender is to the whole of the assets of such Person
or only to a portion thereof),
(B) evidenced by a note, bond, debenture or similar
instrument or
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(C) for the payment of money relating to a Capitalized
Lease Obligation or other obligation (whether issued or
assumed) relating to the deferred purchase price of
property;
(2) all conditional sale obligations and all obligations under
any title retention agreement (even if the rights and remedies of the
seller under such agreement in the event of default are limited to
repossession or sale of such property);
(3) all obligations for the reimbursement of any obligor on any
letter of credit, banker's acceptance or similar credit transaction other
than as entered into in the ordinary course of business;
(4) the amount of all obligations of such Person with respect to
the redemption, repayment or other repurchase of any Disqualified Stock
of such Person or, with respect to any Preferred Stock of any Subsidiary
of such Person, the principal amount of such Preferred Stock to be
determined in accordance with the Indenture (but excluding, in each case,
any accrued dividends);
(5) all indebtedness of others of the type referred to in
clauses (i) through (iv) hereof secured by (or for which the holder of
such indebtedness has an existing right, contingent or otherwise, to be
secured by) any Lien on any asset or property (including, without
limitation, leasehold interests and any other tangible or intangible
property) of such Person, whether or not such indebtedness is assumed by
such Person or is not otherwise such Person's legal liability; provided
that if the obligations so secured have not been assumed in full by such
Person or are otherwise not such Person's legal liability in full, the
amount of such indebtedness for the purposes of this definition shall be
limited to the lesser of the amount of such indebtedness secured by such
Lien or the fair market value of the assets or the property securing such
lien;
(6) all indebtedness of others of the type referred to in
clauses (i) through (v) hereof (including all interest and dividends on
any Indebtedness or Preferred Stock of any other Person the payment of
which is) guaranteed, directly or indirectly, by such Person or that is
otherwise its legal liability or which such Person has agreed to purchase
or repurchase or in respect of which such Person has agreed contingently
to supply or advance funds; and
(7) to the extent not otherwise included in this definition,
obligations in respect of Hedging Obligations.
Notwithstanding the preceding, Indebtedness shall not include (a)
accounts payable arising in the ordinary course of business, (b) any obligations
in respect of prepayments for gas or oil production or gas or oil imbalances and
(c) Production Payments and Reserve Sales.
"Oil and Gas Business" means (a) the acquisition, exploration,
exploitation, development, production, operation and disposition of interests in
oil, gas and other hydrocarbon properties, (b) the gathering, marketing,
treating, processing, storage, refining, selling and transporting of any
production from such interests or properties and products produced in
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association therewith, (c) any power generation and electrical transmission
business and (d) any business or activity relating to, arising from, or
necessary, appropriate or incidental to the activities described in the
foregoing clauses (a) through (c) of this definition.
"Senior Indebtedness" means, with respect to a Person,
(1) Indebtedness of such Person, whether outstanding on the
Issue Date or thereafter Incurred, and
(2) accrued and unpaid interest (including interest accruing on
or after the filing of any petition in bankruptcy or for reorganization
relating to such Person to the extent post-filing interest is allowed in
such proceeding) in respect of (A) indebtedness of such Person for money
borrowed and (B) indebtedness evidenced by notes, debentures, bonds or
other similar instruments for the payment of which such Person is
responsible or liable
unless, in the case of (1) and (2), in the instrument creating or evidencing the
same or pursuant to which the same is outstanding it is provided that such
obligations are subordinate in right of payment to the Debt Securities;
provided, however, that Senior Indebtedness of such Person shall not include:
(1) any obligation of such Person to any Subsidiary,
(2) any liability for Federal, state, local or other taxes owed
or owing by such Person,
(3) any accounts payable or other liability to trade creditors
arising in the ordinary course of business (including guarantees thereof
or instruments evidencing such liabilities),
(4) any Indebtedness of such Person (and any accrued and unpaid
interest in respect thereof) which is subordinate or junior in any
respect to any other Indebtedness or other obligation of such Person or
(5) that portion of any Indebtedness which at the time of
Incurrence is Incurred in violation of this Indenture.
"Temporary Cash Investments" means any of the following:
(1) any investment in direct obligations of the United States of
America or any agency thereof or obligations guaranteed by the United
States of America or any agency thereof,
(2) investments in time deposit accounts, certificates of
deposit and money market deposits maturing within 180 days of the date of
acquisition thereof issued by a bank or trust company which is organized
under the laws of the United States of America, any state thereof or any
foreign country recognized by the United States of America, and which
bank or trust company has capital, surplus and undivided profits
aggregating in excess of $50,000,000 (or the foreign currency equivalent
thereof) and has outstanding debt that is rated "A" (or such similar
equivalent rating) or higher by at least one nationally recognized
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statistical rating organization (as defined in Rule 436 under the
Securities Act) or any money-market fund sponsored by a registered broker
dealer or mutual fund distributor,
(3) repurchase obligations with a term of not more than 30 days
for underlying securities of the types described in clause (1) above
entered into with a bank meeting the qualifications described in clause
(2) above,
(4) investments in commercial paper, maturing not more than 90
days after the date of acquisition, issued by a corporation (other than
an Affiliate of the Company) organized and in existence under the laws of
the United States of America or any foreign country recognized by the
United States of America with a rating at the time as of which any
investment therein is made of "P-1" (or higher) according to Moody's
Investors Service, Inc. or "A-1" (or higher) according to Standard and
Poor's Ratings Group, and
(5) investments in securities with maturities of six months or
less from the date of acquisition issued or fully guaranteed by any
state, commonwealth or territory of the United States of America, or by
any political subdivision or taxing authority thereof, and rated at least
"A" by Standard & Poor's Ratings Group or "A" by Moody's Investors
Service, Inc.
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Schedule III
SECTION 4.13. Limitation on Indebtedness.
(a) The Company shall not, and shall not permit any Restricted
Subsidiary to, Incur, directly or indirectly, any Indebtedness; provided,
however, that the Company and its Restricted Subsidiaries shall be entitled to
Incur Indebtedness if, on the date of such Incurrence and after giving effect
thereto on a pro forma basis, no Default has occurred and is continuing and the
Consolidated Coverage Ratio exceeds 2.0 to 1.
(b) Notwithstanding the foregoing paragraph (a), so long as no Default
has occurred and is continuing, the Company and the Restricted Subsidiaries
shall be entitled to Incur any or all of the following Indebtedness:
(1) Indebtedness Incurred pursuant to the Credit Facilities,
including any amendment, modification, supplement, extension,
restatement, replacement (including replacement after the termination of
such Credit Facilities), restructuring, increase, renewal, or Refinancing
thereof from time to time in one or more agreements or instruments;
provided, however, that, after giving effect to any such Incurrence, the
aggregate principal amount of such Indebtedness then outstanding does not
exceed the greater of (i) $675.0 million less the sum of all principal
payments with respect to such Indebtedness pursuant to Section
4.16(a)(3)(A) and (ii) the sum of (x) $100 million and (y) 20% of the
Adjusted Consolidated Net Tangible Assets determined as of the date of
the Incurrence of such Indebtedness;
(2) Indebtedness owed to and held by the Company or a Restricted
Subsidiary; provided, however, that any subsequent issuance or transfer
of any Capital Stock which results in any such Restricted Subsidiary
ceasing to be a Restricted Subsidiary or any subsequent transfer of such
Indebtedness (other than to the Company or a Restricted Subsidiary) shall
be deemed, in each case, to constitute the Incurrence of such
Indebtedness by the obligor thereon;
(3) the Debt Securities;
(4) Indebtedness outstanding on the Issue Date (other than
Indebtedness described in clause (1), (2) or (3) of this Section
4.13(b));
(5) Indebtedness of a Restricted Subsidiary Incurred and
outstanding on or prior to the date on which such Subsidiary was acquired
by the Company (other than Indebtedness Incurred in connection with, or
to provide all or any portion of the funds or credit support utilized to
consummate, the transaction or series of related transactions pursuant to
which such Subsidiary became a Subsidiary or was acquired by the
Company);
(6) Refinancing Indebtedness in respect of Indebtedness Incurred
pursuant to Section 4.13(a) or pursuant to clause (3), (4) or (5) of this
Section 4.13(b) or this clause (6); provided, however, that to the extent
such Refinancing Indebtedness directly or indirectly Refinances
Indebtedness of a Subsidiary Incurred pursuant to clause (5), such
Refinancing Indebtedness shall be Incurred only by such Subsidiary;
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(7) Hedging Obligations consisting of Interest Rate Protection
Agreements directly related to Indebtedness permitted to be Incurred by
the Company pursuant to this Indenture;
(8) Non-Recourse Indebtedness;
(9) Indebtedness in respect of bid, performance, reimbursement
or surety obligations issued by or for the account of the Company or any
Restricted Subsidiary in the ordinary course of business, including
Guarantees and letters of credit functioning as or supporting such bid,
performance, reimbursement or surety obligations (in each case other than
for an obligation for money borrowed);
(10) Indebtedness consisting of obligations in respect of
purchase price adjustments, indemnities or Guarantees of the same or
similar matters in connection with the acquisition or disposition of
Property;
(11) Indebtedness under Commodity Price Protection Agreements
and Currency Exchange Protection Agreements entered into in the ordinary
course of business for the purpose of limiting risks that arise in the
ordinary course of business of the Company and its Restricted
Subsidiaries;
(12) Indebtedness consisting of the Subsidiary Guarantee of the
Guarantor (including any reinstatement of such Subsidiary Guarantee) and
any Subsidiary Guarantee by the Company or a Subsidiary Guarantor of
Indebtedness Incurred pursuant to paragraph (a) or pursuant to clause
(1), (2), (3), (4), (7), (11) or (13) or pursuant to clause (6) to the
extent the Refinancing Indebtedness Incurred thereunder directly or
indirectly Refinances Indebtedness Incurred pursuant to paragraph (a) or
pursuant to clauses (3) or (4); and
(13) Indebtedness in an aggregate principal amount which, when
taken together with all other Indebtedness of the Company outstanding on
the date of such Incurrence (other than Indebtedness permitted by clauses
(1) through (12) of this Section 4.13(b) or Section 4.13(a)), does not
exceed $50 million.
(c) Notwithstanding the foregoing, neither the Company nor any Subsidiary
Guarantor shall Incur any Indebtedness pursuant to Section 4.13(b) if the
proceeds thereof are used, directly or indirectly, to Refinance any Subordinated
Obligations of the Company or a Subsidiary Guarantor unless such Indebtedness
shall be subordinated to the Debt Securities or to the Subsidiary Guaranty of
such Subsidiary Guarantor to at least the same extent as such Subordinated
Obligations.
(d) For purposes of determining compliance with this Section 4.13, (1) in
the event that an item of Indebtedness meets the criteria of more than one of
the types of Indebtedness described herein, the Company, in its sole discretion,
shall classify such item of Indebtedness at the time of Incurrence and only be
required to include the amount and type of such Indebtedness in one of the above
clauses and (2) the Company shall be entitled at the time of such Incurrence to
divide and classify an item of Indebtedness in more than one of the types of
Indebtedness described herein.
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(e) For purposes of determining compliance with any U.S. dollar
denominated restriction on the Incurrence of Indebtedness where the Indebtedness
Incurred is denominated in a different currency, the amount of such Indebtedness
will be the U.S. Dollar Equivalent determined on the date of the Incurrence of
such Indebtedness, provided, however, that if any such Indebtedness denominated
in a different currency is subject to a Currency Exchange Protection Agreement
with respect to U.S. dollars covering all principal, premium, if any, and
interest payable on such Indebtedness, the amount of such Indebtedness expressed
in U.S. dollars will be as provided in such Currency Exchange Protection
Agreement. The principal amount of any Refinancing Indebtedness Incurred in the
same currency as the Indebtedness being Refinanced will be the U.S. Dollar
Equivalent of the Indebtedness Refinanced, except to the extent that (1) such
U.S. Dollar Equivalent was determined based on a Currency Exchange Protection
Agreement, in which case the Refinancing Indebtedness will be determined in
accordance with the preceding sentence, and (2) the principal amount of the
Refinancing Indebtedness exceeds the principal amount of the Indebtedness being
Refinanced, in which case the U.S. Dollar Equivalent of such excess, will be
determined on the date such Refinancing Indebtedness is Incurred.
SECTION 4.14. Limitation on Restricted Payments.
(a) The Company shall not, and shall not permit any Restricted
Subsidiary, directly or indirectly, to make a Restricted Payment if at the time
the Company or such Restricted Subsidiary makes such Restricted Payment:
(1) a Default shall have occurred and be continuing (or would
result therefrom);
(2) the Company is not entitled to Incur an additional $1.00 of
Indebtedness under Section 4.13(a); or
(3) the aggregate amount of such Restricted Payment and all
other Restricted Payments since the Issue Date would exceed the sum of
(without duplication):
(A) 50% of the Consolidated Net Income accrued during the
period (treated as one accounting period) from the beginning of
the fiscal quarter immediately following the fiscal quarter
during which the Issue Date occurs to the end of the most recent
fiscal quarter ending at least 45 days prior to the date of such
Restricted Payment (or, in case such Consolidated Net Income
shall be a deficit, minus 100% of such deficit); plus
(B) 100% of the aggregate Net Cash Proceeds received by
the Company from the issuance or sale of its Capital Stock
(other than Disqualified Stock) subsequent to the Issue Date
(other than an issuance or sale to a Subsidiary of the Company
and other than an issuance or sale to an employee stock
ownership plan or to a trust established by the Company or any
of its Subsidiaries for the benefit of their employees) and 100%
of any cash capital contribution received by the Company from
its shareholders subsequent to the Issue Date; plus
(C) the amount by which Indebtedness of the Company is
reduced on the Company's balance sheet upon the conversion or
exchange (other than by a Subsidiary of the Company) subsequent
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to the Issue Date of any Indebtedness of the Company convertible
or exchangeable for Capital Stock (other than Disqualified
Stock) of the Company (less the amount of any cash, or the fair
value of any other property, distributed by the Company upon
such conversion or exchange); plus
(D) an amount equal to the sum of (x) the net reduction
in the Investments (other than Permitted Investments) made by
the Company or any Restricted Subsidiary in any Person resulting
from repurchases, repayments or redemptions of such Investments
by such Person, proceeds realized on the sale of such
Investment, proceeds representing the return of capital
(excluding dividends and distributions), in each case received
by the Company or any Restricted Subsidiary and (y) to the
extent such Person is an Unrestricted Subsidiary, the portion
(proportionate to the Company's equity interest in such
Subsidiary) of the fair market value of the net assets of such
Unrestricted Subsidiary at the time such Unrestricted Subsidiary
is designated a Restricted Subsidiary; provided, however, that
the foregoing sum shall not exceed, in the case of any such
Person or Unrestricted Subsidiary, the amount of Investments
(excluding Permitted Investments) previously made (and treated
as a Restricted Payment) by the Company or any Restricted
Subsidiary in such Person or Unrestricted Subsidiary; plus
(E) $25 million.
(b) The provisions of Section 4.14(a) shall not prohibit:
(1) any Restricted Payment (other than a Restricted Payment
described in clause (1) of the definition of "Restricted Payment") made
out of the Net Cash Proceeds of the substantially concurrent sale of, or
made by exchange for, Capital Stock of the Company (other than
Disqualified Stock and other than Capital Stock issued or sold to a
Subsidiary of the Company or an employee stock ownership plan or to a
trust established by the Company or any of its Subsidiaries for the
benefit of their employees) or a substantially concurrent cash capital
contribution received by the Company from its shareholders; provided,
however, that (A) such Restricted Payment shall be excluded in the
calculation of the amount of Restricted Payments and (B) the Net Cash
Proceeds from such sale or such cash capital contribution (to the extent
so used for such Restricted Payment) shall be excluded from the
calculation of amounts under Section 4.14(a)(3)(B);
(2) any purchase, repurchase, redemption, defeasance or other
acquisition or retirement for value of Subordinated Obligations of the
Company or a Subsidiary Guarantor made by exchange for, or out of the
proceeds of the substantially concurrent sale of, Indebtedness which is
permitted to be Incurred pursuant to Section 4.13; provided, however,
that such purchase, repurchase, redemption, defeasance or other
acquisition or retirement for value shall be excluded in the calculation
of the amount of Restricted Payments;
(3) dividends paid within 60 days after the date of declaration
thereof if at such date of declaration such dividend would have complied
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with this Section 4.14; provided, however, that such dividend shall be
included in the calculation of the amount of Restricted Payments; or
(4) so long as no Default has occurred and is continuing the
repurchase or other acquisition of shares of or options to purchase
shares of, Capital Stock of the Company or any of its Subsidiaries from
employees, former employees, directors or former directors of the Company
or any of its Subsidiaries (or permitted transferees of such employees,
former employees, directors or former directors), pursuant to the terms
of the agreements (including employment agreements) or plans (or
amendments thereto) approved by the Board of Directors under which such
individuals purchase or sell or are granted the option to purchase or
sell, shares of such Capital Stock; provided, however, that the aggregate
amount of such repurchases and other acquisitions shall not exceed $3
million in any calendar year; provided further, however, that such
repurchases and other acquisitions shall be excluded in the calculation
of the amount of Restricted Payments.
SECTION 4.15. Limitation on Sales of Assets and Subsidiary Stock.
(a) The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, consummate any Asset Disposition unless (1) the
Company or such Restricted Subsidiary receives consideration at the time of such
Asset Disposition at least equal to the fair market value (including as to the
value of all non-cash consideration), as determined in good faith by the Board
of Directors, of the shares and assets subject to such Asset Disposition; (2) at
least 75% of the consideration thereof received by the Company or such
Restricted Subsidiary is in the form of cash, cash equivalents, Additional
Assets or any combination thereof ("Permitted Consideration"); provided,
however, that the Company and its Restricted Subsidiaries shall be permitted to
receive Property other than Permitted Consideration, so long as the aggregate
fair market value, as determined in the good faith of the Board of Directors, of
all such Property other than Permitted Consideration received from Asset
Dispositions and held by the Company and the Restricted Subsidiaries at any one
time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets; and (3)
an amount equal to 100% of the Net Available Cash from such Asset Disposition is
applied by the Company (or such Restricted Subsidiary, as the case may be) (A)
first, to the extent the Company elects (or is required by the terms of any
Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the
Company or Indebtedness (other than any Disqualified Stock) of a Restricted
Subsidiary (in each case other than Indebtedness owed to the Company or an
Affiliate of the Company) within one year from the later of the date of such
Asset Disposition or the receipt of such Net Available Cash; (B) second, to the
extent of the balance of such Net Available Cash after application in accordance
with clause (A), to the extent the Company elects, to acquire Additional Assets
within one year from the later of the date of such Asset Disposition or the
receipt of such Net Available Cash; and (C) third, to the extent of the balance
of such Net Available Cash after application in accordance with clauses (A) and
(B), to make an Offer to the holders of the Debt Securities (and to holders of
other Senior Indebtedness of the Company designated by the Company) to purchase
Debt Securities (and such other Senior Indebtedness) pursuant to and subject to
the conditions of Section 4.15(b); provided, however, that in connection with
any prepayment, repay ment or purchase of Indebtedness pursuant to clause (A) or
(C) above, the Company or such Restricted Subsidiary shall permanently retire
such Indebtedness and shall cause the related loan commitment (if any) to be
permanently reduced in an amount equal to the principal amount so prepaid,
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repaid or purchased. Notwithstanding the foregoing provisions of this Section
4.15, the Company and the Restricted Subsidiaries shall not be required to apply
any Net Available Cash in accordance with this Section 4.15(a) except to the
extent that the aggregate Net Available Cash from all Asset Dispositions which
are not applied in accordance with this Section 4.15(a) exceeds $20.0 million.
Pending application of Net Available Cash pursuant to this Section 4.15(a), such
Net Available Cash shall be invested in Temporary Cash Investments or applied to
temporarily reduce revolving credit indebtedness.
For the purposes of this Section 4.15(a), the following are deemed to be
cash or cash equivalents: (1) the assumption of Indebtedness of the Company or
any Restricted Subsidiary and the release of the Company or such Restricted
Subsidiary from all liability on such Indebtedness in connection with such Asset
Disposition and (2) securities received by the Company or any Restricted
Subsidiary from the transferee that are promptly converted by the Company or
such Restricted Subsidiary into cash.
(b) In the event of an Asset Disposition that requires the purchase of
Debt Securities (and other Senior Indebtedness pursuant to Section
4.15(a)(3)(C), the Company shall purchase Debt Securities tendered pursuant to
an offer by the Company for the Debt Securities and such other Senior
Indebtedness (the "Offer") at a purchase price of 100% of their principal amount
(or, in the event such other Senior Indebtedness was issued with significant
original issue discount, 100% of the accreted value thereof), without premium,
plus accrued but unpaid interest (or, in respect of such other Senior
Indebtedness, such lesser price, if any, as may be provided for by the terms of
such Senior Indebtedness in accordance with the procedures (including
prorationing in the event of over subscription) set forth in Section 4.15(c). If
the aggregate purchase price of Debt Securities (and any other Senior
Indebtedness tendered pursuant to the Offer) exceeds the Net Available Cash
allotted to their purchase, the Company shall select the Debt Securities and
other Senior Indebtedness to be purchased on a pro rata basis but in round
denominations, which in the case of the Debt Securities will be denominations of
$1,000 principal amount or multiples thereof. The Company shall not be required
to make an Offer to purchase Debt Securities (and other Senior Indebtedness
pursuant to this Section 4.15 if the Net Available Cash available therefor is
less than $20.0 million (which lesser amount shall be carried forward for
purposes of determining whether such an Offer is required with respect to the
Net Available Cash from any subsequent Asset Disposition).
(c) (1) Promptly, and in any event within 10 days after the Company
becomes obligated to make an Offer, the Company shall deliver to the
Trustee and send, by first-class mail to each Holder, a written notice
stating that the Holder may elect to have his Debt Securities purchased
by the Company either in whole or in part (subject to prorating as
described in Section 4.15(b) in the event the Offer is oversubscribed) in
integral multiples of $1,000 of principal amount, at the applicable
purchase price. The notice shall specify a purchase date not less than 30
days nor more than 60 days after the date of such notice (the "Purchase
Date") and shall contain such information concerning the business of the
Company which the Company in good faith believes will enable such Holders
to make an informed decision (which at a minimum will include (A) the
most recently filed Annual Report on Form 10-K (including audited
consolidated financial statements) of the Company, the most recent
subsequently filed Quarterly Report on Form 10-Q and any Current Report
on Form 8-K of the Company filed subsequent to such Quarterly Report,
other than Current Reports describing Asset Dispositions otherwise
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described in the offering materials (or corresponding successor reports),
(B) a description of material developments in the Company's business
subsequent to the date of the latest of such Reports, and (C) if
material, appropriate pro forma financial information) and all
instructions and materials necessary to tender Debt Securities pursuant
to the Offer, together with the information contained in clause (3).
(2) Not later than the date upon which written notice of an
Offer is delivered to the Trustee as provided below, the Company shall
deliver to the Trustee an Officers' Certificate as to (A) the amount of
the Offer (the "Offer Amount"), including information as to any other
Senior Indebtedness included in the Offer, (B) the allocation of the Net
Available Cash from the Asset Dispositions pursuant to which such Offer
is being made and (C) the compliance of such allocation with the
provisions of Section 4.15(a) and (b). On such date, the Company shall
also irrevocably deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in
trust) in Temporary Cash Investments, maturing on the last day prior to
the Purchase Date or on the Purchase Date if funds are immediately
available by open of business, an amount equal to the Offer Amount to be
held for payment in accordance with the provisions of this Section. If
the Offer includes other Senior Indebtedness, the deposit described in
the preceding sentence may be made with any other paying agent pursuant
to arrangements satisfactory to the Trustee. Upon the expiration of the
period for which the Offer remains open (the "Offer Period"), the Company
shall deliver to the Trustee for cancellation the Debt Securities or
portions thereof which have been properly tendered to and are to be
accepted by the Company. The Trustee shall, on the Purchase Date, mail or
deliver payment (or cause the delivery of payment) to each tendering
Holder in the amount of the purchase price. In the event that the
aggregate purchase price of the Debt Securities delivered by the Company
to the Trustee is less than the Offer Amount applicable to the Debt
Securities, the Trustee shall deliver the excess to the Company
immediately after the expiration of the Offer Period for application in
accordance with this Section 4.15.
(3) Holders electing to have a Debt Security purchased shall be
required to surrender the Debt Security, with an appropriate form duly
completed, to the Company at the address specified in the notice at least
three Business Days prior to the Purchase Date. Holders shall be entitled
to withdraw their election if the Trustee or the Company receives not
later than one Business Day prior to the Purchase Date, a telex,
facsimile transmission or letter setting forth the name of the Holder,
the principal amount of the Debt Security which was delivered for
purchase by the Holder and a statement that such Holder is withdrawing
his election to have such Debt Security purchased. Holders whose Debt
Securities are purchased only in part shall be issued new Debt Securities
equal in principal amount to the unpurchased portion of the Debt
Securities surrendered.
(4) At the time the Company delivers Debt Securities to the
Trustee which are to be accepted for purchase, the Company shall also
deliver an Officers' Certificate stating that such Debt Section. A Debt
Security shall be deemed to have been accepted for purchase at the time
the Trustee, directly or through an agent, mails or delivers payment
therefor to the surrendering Holder.
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<PAGE>
(d) The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Debt Securities pursuant to
this Section. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section, the Company shall comply
with the applicable securities laws and regulations and shall not be deemed to
have breached its obligations under this Section by virtue of its compliance
with such securities laws or regulations.
SECTION 4.16. Limitation on Affiliate Transactions.
(a) The Company shall not, and shall not permit any Restricted Subsidiary
to, enter into or permit to exist any transaction (including the purchase, sale,
lease or exchange of any property, employee compensation arrangements or the
rendering of any service) with any Affiliate of the Company (an "Affiliate
Transaction") unless (1) the terms thereof are no less favorable to the Company
or such Restricted Subsidiary than those that could be obtained at the time of
such transaction in arm's-length dealings with a Person who is not an Affiliate;
(2) if such Affiliate Transaction involves an amount in excess of $1.0 million
but less than $5.0 million, an officer of the Company certifies that such
Affiliate Transaction complies with clause (1) of this paragraph, evidenced by
an Officer's Certificate delivered to the Trustee; (3) if such Affiliate
Transaction involves an amount equal to or in excess of $5.0 million but less
than $20.0 million, the terms of the Affiliate Transaction are set forth in
writing and a majority of the non-employee directors of the Company
disinterested with respect to such Affiliate Transactions have determined in
good faith that the criteria set forth in clause (1) are satisfied and have
approved the relevant Affiliate Transaction as evidenced by a Board of Directors
resolution; and (4) if such Affiliate Transaction involves an amount equal to or
in excess of $20.0 million, the Board of Directors shall also have received a
written opinion from an investment banking firm of national prominence that is
not an Affiliate of the Company to the effect that such Affiliate Transaction is
fair, from a financial standpoint, to the Company and its Restricted
Subsidiaries.
(b) The provisions of Section 4.16(a) shall not prohibit (1) any
Investment or other Restricted Payment, in each case permitted to be made
pursuant to Section 4.14; (2) any issuance of securities, or other payments,
awards or grants in cash, securities or otherwise pursuant to, or the funding
of, employment arrangements, stock options and stock ownership plans approved by
the Board of Directors, (3) loans or advances to officers, directors or
employees in the ordinary course of business of the Company or its Restricted
Subsidiaries; (4) the payment of reasonable fees to directors of the Company and
its Restricted Subsidiaries who are not employees of the Company or its
Restricted Subsidiaries; (5) any transaction with a Restricted Subsidiary or
joint venture or similar entity which would constitute an Affiliate Transaction
solely because the Company or a Restricted Subsidiary owns an equity interest in
or otherwise controls such Restricted Subsidiary, joint venture or similar
entity; (6) the issuance or sale of any Capital Stock (other than Disqualified
Stock) of the Company; (7) indemnities of officers, directors or employees of
the Company or any Subsidiary consistent with such Person's charter, bylaws and
applicable statutory provisions; (8) any severance or employment agreement
entered into by the Company or any of its Restricted Subsidiaries in the
ordinary course of business; and (9) any transaction or series of transactions
pursuant to any agreement or obligation of the Company or any of its Restricted
Subsidiaries in effect on the Issue Date.
8
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SECTION 4.17. Change of Control.
(a) Upon the occurrence of a Change of Control, each Holder shall have
the right to require that the Company purchase such Holder's Debt Securities at
a purchase price in cash equal to 101% of the principal amount thereof plus
accrued and unpaid interest, if any, to the date of purchase (subject to the
right of holders of record on the relevant record date to receive interest on
the relevant interest payment date), in accordance with the terms contemplated
in Section 4.17(b).
(b) Within 30 days following any Change of Control, the Company shall
mail a notice to each Holder with a copy to the Trustee (the "Change of Control
Offer") stating:
(1) that a Change of Control has occurred and that such Holder
has the right to require the Company to purchase such Holder's Debt
Securities at a purchase price in cash equal to 101% of the principal
amount thereof plus accrued and unpaid interest, if any, to the date of
purchase (subject to the right of Holders of record on the relevant
record date to receive interest on the relevant interest payment date);
(2) the circumstances and relevant facts regarding such Change
of Control (including information with respect to pro forma historical
income and capitalization, each after giving effect to such Change of
Control);
(3) the purchase date (which shall be no earlier than 30 days
nor later than 60 days from the date such notice is mailed); and
(4) the instructions determined by the Company, consistent with
this Section, that a Holder must follow in order to have its Debt
Securities purchased.
(c) Holders electing to have a Debt Security purchased will be required
to surrender the Debt Security, with an appropriate form duly completed, to the
Company at the address specified in the notice at least three Business Days
prior to the purchase date. Holders will be entitled to withdraw their election
if the Trustee or the Company receives not later than one Business Day prior to
the purchase date, a telegram, telex, facsimile transmission or letter setting
forth the name of the Holder, the principal amount of the Debt Security which
was delivered for purchase by the Holder and a statement that such Holder is
withdrawing his election to have such Debt Security purchased.
(d) On the purchase date, all Debt Securities purchased by the Company
under this Section shall be delivered by the Company to the Trustee for
cancellation, and the Company shall pay the purchase price plus accrued and
unpaid interest, if any, to the Holders entitled thereto.
(e) Notwithstanding the foregoing provisions of this Section, the Company
shall not be required to make a Change of Control Offer upon a Change of Control
if a third party makes the Change of Control Offer in the manner, at the times
and otherwise in compliance with the requirements set forth in Section
applicable to a Change of Control Offer made by the Company and purchases all
Debt Securities validly tendered and not withdrawn under such Change of Control
Offer.
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<PAGE>
(f) The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Debt Securities pursuant to
this Section. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section, the Company shall comply
with the applicable securities laws and regulations and shall not be deemed to
have breached its obligations under this Section by virtue of its compliance
with such securities laws or regulations.
Section 4.18. During any period 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.
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<PAGE>
EXHIBIT 10.2
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.
<PAGE>
CUSIP NO. 723787 AC 1
No. T-01 $200,000,000
9-5/8% Senior Notes Due April 1, 2010
Pioneer Natural Resources Company, a Delaware corporation, promises to
pay to Cede & Co., or registered assigns, the principal sum of $200,000,000
Dollars on April 1, 2010.
Interest Payment Dates: April 1 and October 1
Record Dates: March 15 and September 15
Additional provisions of this Security are set forth on the other side of
this Security.
Dated: April 11, 2000 PIONEER NATURAL RESOURCES
COMPANY,
by
-------------------------
Name:
Title:
by
-------------------------
Name:
Title:
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
THE BANK OF NEW YORK,
as Trustee, certifies that this is
one of the Debt Securities,
designated 9-5/8% Senior
Notes Due April 1, 2010, referred to
in the Indenture.
by
-------------------------------
Authorized Signatory
2
<PAGE>
9-5/8% Senior Notes Due April 1, 2010
1. Interest
Pioneer Natural Resources Company, a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Security at the rate per annum shown above. The Company
shall pay interest semiannually on April 1 and October 1 of each year commencing
on October 1, 2000. Interest on the Securities shall accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from
April 11, 2000. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months. The Company shall pay interest on overdue principal at 1%
per annum in excess of the rate borne by the Securities, and it shall pay
interest on overdue installments of interests at such higher rate to the extent
lawful.
2. Method of Payment
The Company shall pay interest on the Securities (except defaulted
interest) to the Persons who are registered holders of Securities at the close
of business on the April 1 or October 1 next preceding the interest payment date
even if Securities are canceled after the record date and on or before the
interest payment date. Holders must surrender Securities to a Paying Agent to
collect principal payments. The Company shall pay principal and interest in
immediately available (same day) funds in money of the United States of America
that at the time of payment is legal tender for payment of public and private
debts. However, the Company may pay principal and interest by check or wire
transfer payment in immediately available (same day) funds in such money.
3. Paying Agent and Registrar
Initially, The Bank of New York, a New York banking corporation
("Trustee"), shall act as Paying Agent and Registrar. The Company may appoint
and change any Paying Agent, Registrar or co-registrar without notice. The
Company or any of its domestically incorporated wholly owned Subsidiaries may
act as paying agent, Registrar or co-registrar.
4. Indenture
The Company issued the Securities under an indenture dated as of January
13, 1998, between the Company and the Trustee, as supplemented by the second
supplemental indenture dated as of April 11, 2000 (the "Second Supplemental
Indenture," and, collectively with the aforementioned indenture, the
"Indenture"), among the Company, Pioneer Natural Resources USA, Inc., a Delaware
corporation, and the Trustee. The terms of the Securities include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb) as in effect on the date
of the Indenture (the "Act"). Terms defined in the Indenture and not defined
herein have the meanings ascribed thereto in the Indenture. The Securities are
subject to all such terms, and Holders are referred to the Indenture and the Act
for a statement of those terms.
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<PAGE>
This Security is one of a duly authorized issue of general unsecured
obligations of the Company all issued or to be issued under the Indenture. Debt
Securities issued under the Indenture may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest at different rates, may have
different conversion prices (if any), may be subject to different redemption
provisions, may be subject to different sinking, purchase or analogous funds,
may be subject to different covenants, Events of Default and subordination
provisions and may otherwise vary as the Indenture provides. This Security is
one of a series designated as 9-5/8% Senior Notes Due April 1, 2010 (the
"Securities") issued under the Indenture, limited to $425,000,000 aggregate
principal amount. The Indenture imposes certain limitations (with significant
exceptions) on the ability of the Company and its Subsidiaries to, among other
things, incur additional Indebtedness; pay dividends or distributions on, or
redeem or repurchase, capital stock; make investments; engage in transactions
with Affiliates; create Liens on assets; transfer or sell assets; and engage in
sale and leaseback transactions. The Indenture also imposes limitations on the
ability of the Company to consolidate, merge or transfer all or substantially
all of its assets.
5. Subsidiary Guarantee
Pioneer Natural Resources USA, Inc., a Delaware corporation (the
"Guarantor"), which in accordance with the Second Supplemental Indenture is
required to guarantee the obligations of the Company under the Securities upon
execution of a counterpart of the Second Supplemental Indenture, has
unconditionally guaranteed (a) the due and punctual payment of the principal of,
premium, if any, and interest on the Securities, whether at the maturity date,
by acceleration or otherwise, and of interest on the overdue principal of and
interest, if any, on any premium and interest of the Securities and all other
obligations of the Company to the Holders or the Trustee under the Indenture or
the Securities and (b) in case of any extension of time of payment or renewal of
any Securities or any of such other obligations, that the same will be promptly
paid in full when due or performed in accordance with the terms of the extension
or renewal, whether at stated maturity, by acceleration or otherwise.
The obligations of the Guarantor to the Holders and to the Trustee
pursuant to this guarantee and the Indenture are as expressly set forth in
Section 3 of the Second Supplemental Indenture and in such other provisions of
the Indenture as are applicable to the Guarantor, and reference is hereby made
to such Indenture for the precise terms of this guarantee. The terms of Section
3 of the Second Supplemental Indenture and such other provisions of the
Indenture as are applicable to the Guarantor are incorporated hereby by
reference.
This is a continuing guarantee and, subject to the terms of the
guarantee, shall remain in full force and effect and shall be binding upon the
Guarantor and its successors and assigns until full and final payment in cash of
all of the Company's obligations under the Securities and the Indenture and
shall inure to the benefit of the successors and assigns of the Trustee and the
Holders and, in the event of any transfer or assignment of rights by any Holder
or the Trustee, the rights and privileges herein conferred upon that party shall
automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions hereof. This is a guarantee of payment and
not a guarantee of collection.
4
<PAGE>
This guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication with respect to this Security shall have been
executed by the Trustee under the Indenture by the manual signature of one of
its authorized officers.
6. Optional Redemption
The Securities 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
this 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 an interest payment date that is on or prior to the
Redemption Date) plus a Make-Whole Premium, if any, calculated as provided in
Section 2 of the Second Supplemental Indenture (the "Redemption Price"). In no
event will a Redemption Price ever be less than 100% of the principal amount of
the Securities plus accrued and unpaid interest, if any, to the Redemption Date.
7. Denominations; Transfer; Exchange
The Securities are in registered form without coupons in denominations of
$1,000 and whole multiples of $1,000. A Holder may transfer or exchange
Securities only in accordance with the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements or transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture.
8. Persons Deemed Owners
The registered Holder of this Security may be treated as the owner of it
for all purposes.
9. Unclaimed Money
If money for the payment of principal or interest remains unclaimed for
two years, the Trustee or Paying Agent shall pay the money back to the Company
at its request unless an abandoned property law designates another Person. After
any such payment, Holders entitled to the money must look only to the Company
and not to the Trustee for payment.
10. Discharge and Defeasance
Subject to certain conditions, the Company at any time may terminate some
or all its obligations under the Securities and the Indenture if the Company
deposits with the Trustee cash or U.S. Government Obligations for the payment of
principal and interest on the Securities to redemption or maturity, as the case
may be.
11. Amendment, Waiver
Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in principal amount outstanding of the Securities
5
<PAGE>
and (ii) any acceleration of principal and interest on the Securities resulting
from a default on noncompliance with any provision may be waived with the
written consent of the Holders of a majority in principal amount outstanding of
the Securities. Subject to certain exceptions set forth in the Indenture,
without the consent of any Holder, the Company and the Trustee may amend the
Indenture or the Securities to cure, among other things, any ambiguity,
omission, defect or inconsistency, or to evidence the succession of another
Person to the Company pursuant to Article X of the Indenture, or to add
guarantees with respect to the Securities or to secure the Securities, or to add
additional covenants or surrender rights and powers conferred on the Company, or
to permit the qualification of the Indenture under the Act, or to make any
change that does not adversely affect the rights of any Holder, or to provide
for the acceptance of a successor or separate Trustee.
12. Defaults and Remedies
Under the Indenture, Events of Default include (i) default for 30 days in
payment of interest on the Securities; (ii) default in payment of principal or
premium on the Securities at maturity, upon acceleration or otherwise; (iii)
failure by the Company to comply with other agreements in the Indenture or the
Securities, in certain cases subject to notice by Holders and lapse of time;
(iv) certain accelerations (including failure to pay within any grace period
after final maturity) of other Indebtedness of the Company if the amount
accelerated (or so unpaid) exceeds $20,000,000 and continues for 10 days after
the required notice to the Company; (v) certain events of bankruptcy or
insolvency with respect to the Company and any Significant Subsidiary; (vi)
certain judgments or decrees for the payment of money in excess of $20,00,000
and (vii) failure by the Guarantor to comply with certain agreements in the
Second Supplemental Indenture. If an Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25% in principal amount of the Securities
may declare all the Securities to be due and payable immediately. Certain events
of bankruptcy or insolvency are Events of Default that will result in the
Securities being due and payable immediately upon the occurrence of such Events
of Default without any action by the Trustee or any Holders.
Holders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in principal amount of the Securities
may direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders notice of any continuing Default (except a Default in
payment of principal or interest) if it determines that withholding notice is in
the interest of the Holders.
13. Trustee Dealings with the Company
Subject to certain limitations imposed by the Act, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee.
6
<PAGE>
14. No Recourse Against Others
An incorporator and any past, present or future director, officer,
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Securities or the Indenture or for
any claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Holder waives and releases all such
liability. The waiver and release are part of the consideration for the issue of
the Securities.
15. Authentication
This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.
16. Abbreviations
Customary abbreviations may be used in the name of a Holder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).
17. Governing Law
THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK 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.
18. CUSIP Numbers
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Company has caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Holders. No representation is made as
to the accuracy of such numbers either as printed on the Securities or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.
The Company shall furnish to any Holder upon written request and without
charge to the Holder a copy of the Indenture that has in it the text of this
Security. Requests may be made to:
Corporate Secretary
Pioneer Natural Resources Company
1400 Williams Square West
5205 North O'Connor Boulevard
Irving, TX 75039
7
<PAGE>
ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
(Print or type assignee's name, address and zip code)
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint agent to transfer
this Security on the books of the Company. The agent may substitute another to
act for him.
Date: Your Signature:
----------------------------
Sign exactly as your name appears on the other side of this Security.
Date: Your Signature
----------------------------
(Sign exactly as your name appears
on the other side of the Security)
Signature Guarantee:
(Signature must be guaranteed by a member firm of the New York
Stock Exchange or a commercial bank or trust company)
8
<PAGE>
EXHIBIT 10.3
GUARANTEE
THIS GUARANTEE, dated as of April 11, 2000 (this "Agreement"), is entered
into by Pioneer Natural Resources USA, Inc., a Delaware corporation (the
"Subsidiary Guarantor"). Capitalized terms used herein but not otherwise defined
have the meanings set forth in the Indenture referred to below.
RECITALS:
A. The Subsidiary Guarantor is a wholly-owned subsidiary of Pioneer
Natural Resources Company, a Delaware corporation (the "Company").
B. The Company and The Bank of New York, a New York banking association,
as trustee (the "Trustee"), have entered into that certain Indenture, dated as
of January 13, 1998, as supplemented by that certain Second Supplemental
Indenture, dated as of April 11, 2000 (the "Supplemental Indenture" and
collectively, the "Indenture"), among the Company, the Subsidiary Guarantor and
the Trustee, pursuant to which the Company has issued, among other things,
$425,000,000 in aggregate principal amount of 9-5/8% Senior Notes Due April 1,
2010 (the "Notes").
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the Subsidiary Guarantor hereby agrees
as follows:
ARTICLE 1
GUARANTEE
1.1 Guarantee. The Subsidiary Guarantor hereby unconditionally guarantees
to each Holder of the Notes authenticated and delivered by the Trustee and to
the Trustee and its successors and assigns, irrespective of the validity and
enforceability of the Indenture, the Notes or the obligations of the Company
thereunder, that: (a) the principal of, premium, if any, and interest on the
Notes shall be promptly paid in full when due, whether at maturity, by
acceleration or otherwise, and interest on the overdue principal of and
interest, if any, on any premium and interest on the Notes, if lawful, and all
other obligations of the Company to the Holders or the Trustee thereunder shall
be promptly paid in full or performed, all in accordance with the terms hereof
and thereof; and (b) in case of any extension of time of payment or renewal of
any Notes or any of such other obligations, that same shall be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. Failing
payment when due of any amount so guaranteed or any performance so guaranteed
for whatever reason, the Subsidiary Guarantor shall be obligated to pay or
perform the same immediately. The Subsidiary Guarantor hereby agrees that its
obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Notes, the Supplemental Indenture or the
Indenture, the absence of any action to enforce the same, any amendment or
modification of or waiver or consent by any Holder with respect to any
<PAGE>
provisions hereof or thereof, the recovery of any judgment against the Company,
any action to enforce the same, any other circumstances which might otherwise
constitute a legal or equitable discharge or defense of a guarantor, or any
change in the ownership of the Subsidiary Guarantor. The Subsidiary Guarantor
hereby waives diligence, presentment, demand of payment, filing of claims with a
court in the event of insolvency or bankruptcy of the Company, any right to
require a proceeding first against the Company, protest, notice and all demands
whatsoever and covenants that the Subsidiary Guarantor's guarantee under this
Section shall not be discharged except by complete performance of the
obligations of the Company and the Subsidiary Guarantor contained in the Notes,
the Supplemental Indenture and the Indenture. If any Holder or the Trustee is
required by any court or otherwise to return to the Company, the Subsidiary
Guarantor or any custodian, trustee, liquidator or other similar official acting
in relation to either the Company or the Subsidiary Guarantor any amount paid by
any thereof to the Trustee or such Holder, the Subsidiary Guarantor's guarantee
under this Section, to the extent theretofore discharged, shall be reinstated in
full force and effect. The Subsidiary Guarantor agrees that it shall not be
entitled to any right of subrogation in relation to the Holders of the Notes in
respect of any obligations guaranteed hereby until payment in full in cash of
all obligations with respect to the Notes guaranteed hereby. The Subsidiary
Guarantor further agrees that, as between itself as guarantor, on the one hand,
and the Holders of the Notes and the Trustee, on the other hand, (x) the
maturity of the obligations guaranteed hereby may be accelerated as provided in
Article VI of the Indenture for the purposes of the Subsidiary Guarantor's
guarantee hereunder, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the obligations with respect to the
Notes guaranteed hereby and (y) in the event of any declaration of acceleration
of such obligations as provided in Article VI of the Indenture, such obligations
(whether or not due and payable) shall forthwith become due and payable by the
Subsidiary Guarantor for the purposes of its guarantee hereunder. The Subsidiary
Guarantor also agrees to pay any and all costs and expenses (including
reasonable attorney's fees and expenses) incurred by the Trustee or any Holder
in enforcing any rights under this Section.
1.2 Continuing Guarantee; Release and Reinstatement. This is a continuing
guarantee and shall remain in full force and effect and shall be binding upon
the Subsidiary Guarantor and its respective successors and assigns to the extent
set forth in the Indenture until full and final payment of all of the Company's
obligations under the Notes and the Indenture with respect to Notes and shall
inure to the benefit of the Trustee and the Holders of the Notes and their
successors and assigns and, in the event of any transfer or assignment of rights
by any Holder of Notes or the Trustee, the rights and privileges herein
conferred upon that party shall automatically extend to and be vested in such
transferee or assignee, all subject to the terms and conditions hereof. The
Subsidiary Guarantor shall be released and relieved of any obligations under
this Agreement upon release or other termination of both (A) that certain
Guaranty, dated as of March 19, 1999, by the Subsidiary Guarantor with respect
to the Second Amended and Restated Credit Facility Agreement (Primary Facility),
dated as of March 19, 1999 (the "Existing Credit Facility"), among the Company,
NationsBank, N.A., as administrative agent, CIBC Inc., as documentation agent,
Morgan Guaranty Trust Company of New York, as documentation agent, Chase Bank of
Texas, National Association, as syndication agent, the co-agents signatory
thereto, and the other lenders signatory thereto, and (B) to the extent made
available, that certain Guarantee by the Subsidiary Guarantor with respect to
the credit facility to be made available to the Company pursuant to the
Commitment Letter dated March 22, 2000, among the Company, Bank of America,
N.A., Credit Suisse First Boston, The Chase Manhattan Bank, Banc of America
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Securities LLC and Chase Securities Inc. (the "New Credit Facility") (the
foregoing guarantees being referred to herein as the "Credit Facilities
Guarantees"). The obligations of the Subsidiary Guarantor under its Guarantee
shall be reinstated upon the reinstatement of the obligations of the Subsidiary
Guarantor under either of the Credit Facilities Guarantees and the Subsidiary
Guarantor hereby agrees to execute a guarantee substantially in the form of the
Guarantee upon such reinstatement. Any refinancing, refunding, extension,
renewal or replacement (or successive refinancings, refundings, extensions,
renewals or replacements), as a whole, or in part, of the Existing Credit
Facility or the New Credit Facility shall not be deemed a release or other
termination of the applicable Credit Facilities Guarantee if the Subsidiary
Guarantor provides a guarantee with respect to such refinancing, refunding,
extension, renewal or replacement in substantially the same form, and on
substantially the same terms, as such Credit Facilities Guarantee. It is hereby
understood and agreed that the Existing Credit Facility and the New 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 Existing
Credit Facility or the New Credit Facility, as applicable.
ARTICLE 2
MISCELLANEOUS
2.1 Headings. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
2.2 Severability. If any provision in this Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
2.3 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to principles
of conflicts of laws.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
signed by its duly authorized officer as of the date first above written.
PIONEER NATURAL RESOURCES USA, INC.,
By:
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Name:
Title:
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