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EXHIBIT 99.5
GUARANTEE
(2008 NOTES)
THIS GUARANTEE (2008 NOTES), dated as of January 13, 1998 (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 First
Supplemental Indenture, dated as of January 13, 1998 (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, $350,000,000 in aggregate principal amount of 6.50% Senior Notes
Due 2008 (the "2008 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 2008 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 2008 Notes or the obligations
of the Company thereunder, that: (a) the principal of, premium, if any, and
interest on the 2008 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 2008 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 2008 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 2008 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 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
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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 2008
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 2008 Notes in respect of any obligations guaranteed hereby until
payment in full in cash of all obligations with respect to the 2008 Notes
guaranteed hereby. The Subsidiary Guarantor further agrees that, as between
itself as guarantor, on the one hand, and the Holders of the 2008 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 2008 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. 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 2008 Notes and the Indenture with respect to the 2008
Notes and shall inure to the benefit of the Trustee and the Holders of 2008
Notes and their successors and assigns and, in the event of any transfer or
assignment of rights by any Holder of 2008 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 December 18, 1997, by the Subsidiary
Guarantor with respect to the Amended and Restated Credit Facility Agreement
(Primary Facility), dated as of December 18, 1997 (the "Primary Agreement"),
among the Company, NationsBank of Texas, as administrative agent, CIBC Inc., as
documentation agent, Morgan Guaranty Trust Company of New York, as
documentation agent, The Chase Manhattan Bank, as syndication agent, the
co-agents signatory thereto, and the other lenders signatory thereto, and (B)
that certain Guaranty, dated as of December 18, 1997, by the Subsidiary
Guarantor with respect to the Amended and Restated Credit Facility Agreement
(364-Day Facility), dated as of December 18, 1997 (the "364-Day Agreement" and
together with the Primary Agreement, the "United States Credit Agreement"),
among the Company, NationsBank of Texas, as administrative agent, CIBC Inc., as
documentation agent, Morgan Guaranty Trust Company of New York, as
documentation agent, The Chase Manhattan Bank, as syndication agent, the
co-agents signatory thereto, and the other lenders signatory thereto (the
foregoing guarantees
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being referred to herein as the "United States Credit Facility Guarantees").
Any refinancing, refunding, extension, renewal or replacement (or successive
refinancings, refundings, extensions, renewals or replacements), as a whole, or
in part, of the United States Credit Facility shall not be deemed a release or
other termination of the United States Credit Facility Guarantees if the
Subsidiary Guarantor provides a guarantee or guarantees with respect to such
refinancing, refunding, extension, renewal or replacement in substantially the
same form, and on substantially the same terms, as the United States Credit
Facility Guarantees.
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.
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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: /s/ M. GARRETT SMITH
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M. Garrett Smith
Executive Vice President and
Chief Financial Officer
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