EXHIBIT 99.3
FORM OF
NOTE
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.
CUSIP NO. 723787 AD 9
No. T-01 $150,000,000
7.50% Senior Notes Due 2012
Pioneer Natural Resources Company, a Delaware corporation, promises to
pay to Cede & Co., or registered assigns, the principal sum of $150,000,000
Dollars on April 15, 2012.
Interest Payment Dates: April 15 and October 15
Record Dates: April 1 and October 1
Additional provisions of this Security are set forth on the other side
of this Security.
Dated: April 30, 2002 Pioneer Natural Resources Company
By:
--------------------------------
Name: Timothy L. Dove
Title: Executive Vice President
and Chief Financial
Officer
By:
--------------------------------
Name: Richard P. Dealy
Title: Vice President and Chief
Accounting Officer
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
THE BANK OF NEW YORK, as Trustee, certifies
that this is one of the Debt Securities,
designated 7.50% Senior Notes Due 2012,
referred to in the Indenture.
By:
----------------------------------------
Authorized Signatory
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7.50% Senior Notes Due 2012
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 15 and October 15 of each year
commencing on October 15, 2002. 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 30, 2002. 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 interest 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 and 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 payable 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
third supplemental indenture dated as of April 30, 2002 (the "Third 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. Sections 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.
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
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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 7.50%
Senior Notes Due 2012 (the "Securities") issued under the Indenture, initially
limited to $150,000,000 aggregate principal amount. The Company may, without the
consent of the Holders of the Notes, increase such aggregate principal amount in
the future, on the same terms and conditions and with the same CUSIP numbers as
the Notes. The Company shall not issue any such additional Notes unless the
additional Notes are fungible with the Notes for United States federal income
tax purposes. 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 Third Supplemental Indenture is
required to guarantee the obligations of the Company under the Securities upon
execution of a counterpart of the Third 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 Third 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 Third Supplemental Indenture and such other provisions of the Indenture
as are applicable to the Guarantor are incorporated herein 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.
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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
their 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 Third 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
and (ii) any acceleration of principal and interest on the Securities resulting
from a default or noncompliance with any provision may be waived with the
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written consent of the Holders of a majority in principal amount outstanding of
the Securities. Subject to certain exceptions set forth in Article IX of 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
(pursuant to Article X of the Indenture) of another Person to the Company, 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 or any Subsidiary 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 $20,000,000, and (vii) failure by the Guarantor to comply
with certain agreements in the Third 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.
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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
5205 North O'Connor Boulevard, Suite 1400
Irving, TX 75039
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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:
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- --------------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Security.
Date: Your Signature:
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(Sign exactly as your name
appears on the other
side of the Security)
Signature Guarantee:
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(Signature must be guaranteed by a member firm of the New
York Stock Exchange or a commercial bank or trust company)
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