EXHIBIT 10.6
GUARANTEE
THIS GUARANTEE dated as of April 30, 2002 (this "Guarantee"), 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 Third Supplemental
Indenture dated as of April 30, 2002 (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,
$150,000,000 in aggregate principal amount of 7.50% Senior Notes Due 2012 (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
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 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
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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 Holde in
enforcing any rights under this Section.
1.2 Continuing Guarantee; Release; 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 the Notes and
shall inure to the benefit of the Trustee and the Holders of 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 Guarantee upon release or other termination of that certain Guaranty dated
as of May 31, 2000 (the "Credit Facility Guarantee"), by the Subsidiary
Guarantor with respect to the $575,000,000 Credit Agreement dated as of May 31,
2000 (the "Credit Facility"), among the Company, as the borrower, Bank of
America, N.A., as the administrative agent, Credit Suisse First Boston, as the
documentation agent, J.P. Morgan Chase, as the syndication agent, and certain
lenders. The obligations of the Subsidiary Guarantor under this Guarantee shall
be reinstated upon the reinstatement of the obligations of the Subsidiary
Guarantor under the Credit Facility Guarantee and the Subsidiary Guarantor
hereby agrees to execute a guarantee substantially in the form of this 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 Credit Facility shall not be
deemed a release or other termination of the Credit Facility 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 the Credit Facility Guarantee. It is hereby
understood and agreed that the Credit Facility may be refinanced, refunded,
extended, renewed or replaced (through one or more such refinancings,
refundings, extensions, renewals or replacements), as a whole, or in part, from
time to time after the termination of the Credit Facility.
ARTICLE 2
MISCELLANEOUS
2.1 Headings. The headings contained in this Guarantee are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Guarantee.
2.2 Severability. If any provision in this Guarantee 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 Guarantee 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 Guarantee to be
signed by its duly authorized officer as of the date first above written.
PIONEER NATURAL RESOURCES USA, INC.
By: /s/ Richard P. Dealy
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Richard P. Dealy
Vice President and Chief Accounting
Officer
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